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Shareholder Identification

10.06.2022

Shareholder identification disclosure requests require intermediaries to report complete and accurate disclosure of investors with holdings in the underlying security to a relevant competent authority and/or issuer once certain parameters are met. Issuers often appoint an agent as their attorney-in-fact, under power of attorney, to collect such investor information as is required to be disclosed from intermediaries like Clearstream Banking AG, Clearstream Banking S.A. or LuxCSD S.A.

Emerged from the need of issuers to know their investors and reporting requirements for beneficial owners with holdings above a specific threshold in a class of an investment, national laws and regulators have adopted the disclosure of investors to improve the transparency of the securities business.

Shareholder identification disclosure requests are not limited to equities, even the majority of requests are currently related to this asset class. The scope of securities affected is dependent on the transposition of the regulation into each national law.

The legal basis for markets serviced by Clearstream Banking AG, Clearstream Banking S.A. or LuxCSD S.A. can be found under Disclosure Requirements - Introductory information and categories.

Effective 3 September 2020, the Shareholder Rights Directive II (EU) 2017/828 (SRD II), together with the Commission Implementing Regulation (EU) 2018/1212 that have been transposed into national law by EEA Member States, set new standards for disclosures, referred to as shareholder identification disclosures (SID).

Types and Format of Shareholder Identification Disclosure (SID) Requests

Clearstream Banking AG, Clearstream Banking S.A. or LuxCSD S.A. respond to a SID request and inform customers as follows:

SID requests subject to SRD II – STP Process:

When Clearstream Banking AG, Clearstream Banking S.A. or LuxCSD S.A. receive a SID request from an issuer¹ the request will be made available via Xact Web Portal, in addition, the ISO 20022 seev.045/seev.046 messages can be scheduled to be received via Xact File Transfer and/or SWIFTNet FINplus.

Clearstream Banking AG, Clearstream Banking S.A. or LuxCSD S.A. will respond by sending ISO 20022 seev.047 to the response recipient defined in the SID request and, if SID request requires that the request is forwarded (forward indicator is “true”), it will forward the request to downstream customers and equivalent reporting will be generated in Xact Web Portal for further action. Customers may be contacted by the requestor directly.

Clearstream Banking AG, Clearstream Banking S.A. or LuxCSD S.A. will respond by sending ISO 20022 seev.047 to the response recipient defined in the SID request and if the forward indicator is set to “false“ or absent, it will not forward the request to downstream customers.

Clearstream Banking AG, Clearstream Banking S.A. or LuxCSD S.A. reserve the right to not respond to requests that are not authorised, or sufficient documentation has not been provided in due time.

SID requests subject to SRD II - Non-STP process:

Clearstream Banking AG, Clearstream Banking S.A. or LuxCSD S.A. will not respond immediately to SID requests that are not received as ISO 20022 seev.045 on the usage of the SWIFTNet FINplus service. Clearstream Banking AG, Clearstream Banking S.A. or LuxCSD S.A. will inform customers about these SID requests by a ISO 15022 MT564/DSCL message, which can be retrieved via equivalent reporting in Xact Web Portal. A requestor could also contact customers directly to demand disclosure.

The STP processing of SID requests within Clearstream Banking AG, Clearstream Banking S.A. or LuxCSD S.A. is based on the SMPG guidelines for the messaging format, as well as on the usage of the SWIFTNet FINplus service for the exchange of messages, as recommended by ECSDA.

In order to inform customers of the impacted requests, Clearstream Banking AG, Clearstream Banking S.A. and LuxCSD S.A. have published a list of those requests, which is updated on a regular basis.

Disclosure requests not subject to SRD II

Clearstream Banking AG, Clearstream Banking S.A. or LuxCSD S.A. receive disclosure requests in unstructured format or by their depositories as ISO 15022 MT564/DSCL. Customers will be informed by a ISO 15022 MT564/DSCL if the applicable national jurisdiction requires this disclosure from Clearstream Banking. In specific situations a response may be requested from the customer. The response from Clearstream Banking AG, Clearstream Banking S.A or LuxCSD S.A. to the requestor will be provided in legacy format. A requestor could also contact customers directly to demand disclosure.

Authentication of Shareholder Identification Disclosure requests addressed to Clearstream in their role as first intermediary

Clearstream Banking AG, Clearstream Banking S.A. and LuxCSD S.A. have outsourced a part of their operational activities -the validation of SID requests- for the shareholder identification process to the service provider Proxymity Limited.
Proxymity Limited has been authorised by Clearstream Banking AG, Clearstream Banking S.A. and LuxCSD S.A. to act as its agent with regards to authentication of Shareholder Identification Disclosure requests in accordance with the Shareholder Rights Directive II (EU) 2017/828 and the respective EEA Member State national law.

All other disclosure requests (not related to SRDII) will be handled by Clearstream Banking AG, Clearstream Banking S.A. and LuxCSD S.A.

A description of the SID authentication process and minimum requirements to the Letter of Authorisation (LOA) to accept a disclosure request as first intermediary that is in line with Market Standards is available in the SID Authentication Request Information for Issuers and Issuer Agents.

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1. The request can be sent by an appointed issuer agent and forwarded by intermediaries as part of the custody chain.