Introduction

In the Corporate Actions Disclosure Information, Investium Limited (hereinafter referred to as the “Company” or “Investium”) provides details of the contractual relationship established with you in the Client Agreement, along with a detailed explanation of its services. We recommend that you read and familiarize yourself with the Corporate Actions Disclosure Information to proceed with investing in a responsible manner.

The Corporate Actions Disclosure Information document forms part of the Terms and Conditions. Clients are expected to be informed of its contents. In the Corporate Actions Disclosure Information, capitalized terms have the meanings defined either in the Terms and Conditions or within the Corporate Actions Disclosure Information itself.

If you have any questions, please consult our Frequently Asked Questions (FAQ) on our Website. If you do not find the answer or have any comments and/or suggestions, please contact the Investium Service Desk. You can find the contact details and availability of the Service Desk on our Website at www.flexinvest.com.

Corporate Actions

Definitions

Capitalized terms in this document have the meanings defined either within the Terms and Conditions or within the Corporate Actions Disclosure Information itself. The following definitions apply:

Entitled position: the position of Client as of the Record date to which the rights associated with the Securities are attached.

Ex date: the date as from which the Securities are traded without the rights associated with them.

Issuer: a company whose shares are admitted to trading on a regulated market, or a third party nominated by such a company.

Record date: the date set by the issuer, on which the rights associated with the Securities, including the right to participate and vote in a general meeting, as well as the shareholder identity, are determined. This determination is based on the settled position recorded in the books of the issuer’s Central Security Depository (CSD) or another first intermediary by book-entry at the close of business.

Corporate Action: any action initiated by the issuer or a third party that involves the exercise of rights associated with the Securities and may or may not affect the underlying Security, such as the distribution of profits or the holding of a general meeting.

Execution Only: the provision of services by the Company whereby orders are passed on or executed and positions in Money and Financial Instruments are held for the account of the Client, without providing investment advice to the Client or verifying if the execution of any Order (or the overall composition and development of the Client’s investment portfolio) suits the Client’s financial position or investment goals.

Financial Instruments: these include: (a) Transferable securities such as corporate shares, bonds, and similar financial assets; (b) Money-market instruments such as treasury bills, certificates of deposit and commercial papers; (c) Units in collective investment undertakings such as shares or units in investment funds or collective investment schemes; and (d) Derivatives such as options, futures, swaps, forwards, forward rate agreements and other contracts related to securities, currencies, interest rates, commodities, and other indices.

Free Funds: means any cash on the Client’s Account not invested in Investments or blocked for Pending Orders and which is not due to the Company or any third party for fees or otherwise for the provision of Services under the Agreement.

Security Value: the value of the Balance calculated based on the valuation principles and calculations employed by the Company.

Security: a transferable right issued by an issuer. Key securities include shares, units in investment funds, ETFs, bonds, structured products and rights derived from these securities such as claims and dividend rights, excluding Derivatives.

Personal Page: the Clent’s personal page within the Application, accessible with the Access Code. From the Personal Page, the Client can initiate Orders, check their Order history, and view their Balance and Limits.

Application: Represents the FlexInvest electronic application available via the mobile app store or other electronic means, providing clients with a trading environment.

Instruction: an instruction from the Client to the Company to deliver any kind of service or transmit any decision from the Client to the Company through the Application or any other communication method. This may include placing an Order, requesting a withdrawal, exercising a Derivative or transmitting the decision for a voluntary Corporate Action.

Derivative: a financial instrument whose value is derived from an underlying asset such as a share, index, commodity, or bond. It includes contracts like options, futures, swaps, forwards, or forward rate agreements.

Margin Trading: means the provision to Clients of the Ancillary Service Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments and outlined in Clause 23 of the Terms and Conditions.

Client: the natural or legal person(s) who are a Party to the Client Agreement by signing the Acceptance Form for Investment Services. In this context, the Client may also be referred to as a shareholder in relation to the securities.

Payment Date: the date on which the payment of the proceeds from a corporate action, if applicable, is due to the Client.

Election Period: the period during which the Client can choose between the available options in a corporate action.

Issuer Deadline: the last day and time, as determined by the issuer, to notify the issuer, a third party nominated by the issuer or issuer’s CSD, of the shareholder’s actions regarding the corporate action. In the context of a corporate action initiated by a third party, it refers to any deadline to notify the third party or a party nominated by such third party of the shareholder’s actions regarding the corporate event it initiated.

Corporate Action Information

2.1 Corporate Action Information

The Company provides its clients access to Financial Instruments on various markets worldwide. The Company promptly transmits to clients the information it receives from issuers about voluntary Corporate Actions, enabling the Clients to exercise their rights from Securities held in their Balance.

Please note that the Company’s obligation is limited to transmitting the information provided by the issuer “as is.” Therefore, the Company does not guarantee the completeness or accuracy of the corporate action information. Clients are responsible for independently verifying corporate action information relevant to their specific financial instruments. The transmitted information does not constitute investment advice or a recommendation from the Company to its clients.

For Corporate Actions involving Fractional Shares:

Precise Calculations: The Company will calculate and process all corporate action entitlements to eight decimal places, ensuring accuracy in the distribution of benefits related to fractional holdings.

Proportional Distribution: Corporate action proceeds will be distributed proportionally based on the fractional position held by each client. This ensures that all clients receive their fair share of any benefits arising from corporate actions in relation to the size of their investment.

Cash Payments for Fractional Entitlements: Any resulting fractional entitlements that cannot be distributed in kind (such as additional shares) will be paid in cash. This approach simplifies the process for clients, providing them with liquid assets in place of fractions that cannot be issued.

Record Maintenance: The Company maintains detailed records of all corporate actions affecting fractional positions and their respective calculations. This documentation ensures transparency and accountability, allowing clients to verify the treatment of their entitlements at any time.

The Company will inform clients who hold a long position in the relevant Security on the Ex-date before the Financial Instrument starts trading in the pre-market session. The Company will not actively inform you about a Corporate Action if you acquired the Securities after the pre-market session on the Ex-date or if you wish to participate using an indirect method (e.g., acquiring subscription rights on the exchange). If you have not received information from the Company because the Company did not receive it from issuers or you wish to participate in a Corporate Action using an indirect method, you can contact our Corporate Actions Desk to the email address available on the Website.

Impact on Free Scope

Please note that participating in a Corporate Action may affect the Security Value and the Free Scope in your Personal Page. For example, in share purchasing programs and tender offers (cash, Securities, or cash and Securities), the Securities you register to participate in the Corporate Action will be blocked and will not be considered in the calculation of the Security Value.

To participate in a Corporate Action, you must have sufficient Free Scope. If you do not have a sufficient Free Scope before the participation deadline, your Instructions will not be processed.

2.2.1 Impact on Fractional Holdings:

When participating in Corporate Actions involving Fractional Shares:

Comprehensive Security Value Calculation: The Security Value calculation will include the full value of fractional positions, ensuring that all aspects of your investment are accounted for in the overall assessment of your portfolio’s worth. This holistic approach reflects the true economic value of your holdings, including both whole and fractional shares.

Inclusion of Blocked Securities: Blocked Securities for corporate actions will encompass both whole and fractional components, meaning that all shares involved in the action will be accounted for, regardless of whether they are full shares or fractional shares. This ensures that your entire investment, in its entirety, is adequately represented during the corporate action process.

Accurate Free Scope Calculations: Free Scope calculations will reflect the precise fractional position values, allowing you to have an accurate understanding of your available capacity to engage in further transactions post-corporate action. This precision ensures that your ability to trade or invest is not adversely affected by inaccurate calculations of your available assets.

Proportional Entitlement Calculations: Any resulting entitlements from the corporate action will be calculated proportionally to the fractional holding, ensuring that you receive a fair and equitable share of benefits based on your specific investment level. This proportional approach reinforces the fairness and accuracy of the distribution of benefits stemming from corporate actions.

Corporate Action

Depending on the Securities you hold, they may be subject to the following Corporate Actions:

Cash dividend and interest: On shares, ETFs and bonds, dividends and interest may be paid by the issuer. The Company will collect these amounts and add them to your Balance. In many countries, withholding tax is deducted from the income paid out on Securities.

For Fractional Shares, dividend payments will be:

Calculated proportionally to eight decimal places: This ensures that even the smallest fractional shares are accounted for accurately in dividend distributions.

Distributed based on the exact fractional holding: Each dividend payment reflects the precise amount of shares you own, providing fair compensation for your investment.

Subject to the same tax treatment as whole shares: Tax obligations will be consistent with those applied to whole shares, ensuring compliance with relevant tax laws.

Paid in cash with no minimum threshold: You will receive cash payments for dividends irrespective of the size of your fractional holdings, enhancing liquidity for small investors.

Optional dividend: Sometimes when the issuer of a share offers a dividend, shareholders may have the choice between receiving the dividend in the form of money (cash dividend) or in the form of securities (stock dividend). If you choose to receive the cash dividend, or if you do not communicate your option to the Company but cash dividend is the default option established by the Issuer, you will generally receive the amount of the cash dividend minus the applicable dividend withholding tax. Usually, n certain amount of tax will be withheld on the payment of dividend in the form of money. The net amount that you receive may vary, depending on how the Company has received and processed the dividend (for example, whether Securities Lending has been utilized).

If, as an exception to the above, you wish to receive the dividend in the form of Securities, you must inform the Company before the deadline specified by it. The Company will then endeavour to ensure that you receive the dividend in the form of Securities. A fee is charged for this option, and the fee amount can be found in the Fee Schedule document. If the stock dividend is the default option established by the Issuer and you do not inform the Company that you wish to receive the cash dividend instead, Investium will book the Securities in your Personal Page.

For Fractional Share positions:

Stock dividend options will be processed on a pro-rata basis: This ensures that each shareholder receives a fair allocation based on their fractional holdings.

Any resulting fractional entitlements will be paid in cash: If stock dividends result in fractional shares that cannot be allocated, these will be compensated in cash.

The election process will apply to both whole and fractional components: Shareholders can choose how to receive dividends regardless of the size of their holdings.

Processing fees will be applied proportionally to the position size: Any fees incurred during the processing of dividends will be distributed fairly based on the size of each investor's position.

Subscription rights: As a shareholder you may receive subscription rights, allowing you to subscribe for additional Securities at a price determined by the Issuer, usually lower than the market price. In most cases, you can choose to exercise the subscription rights or sell them. You must act and inform the Company before the deadline. To exercise your subscription rights, ensure that you have sufficient money or enough Free Funds on your Account or a sufficient Margin Trading balance.

Note: if you do not exercise your subscription rights before the deadline or sell them before the trading period ends, they will expire with no value unless the issuer has decided otherwise.

For Fractional Share holdings:

Rights will be allocated proportionally to the fractional position: This guarantees that all shareholders, regardless of their holding size, receive a fair distribution of rights.

Cash compensation will be provided for any fractional rights that cannot be exercised: If fractional rights cannot be exercised due to their size, they will be compensated in cash to ensure investors are not left at a disadvantage.

The Company will facilitate the exercise of rights on a proportional basis where possible: Efforts will be made to ensure that rights can be exercised proportionally, reflecting the investor's holdings.

Any resulting fractional entitlements will be rounded to eight decimal places: This ensures accurate accounting and distributions of fractional entitlements related to subscription rights.

Share purchasing programs (repurchase offer): You can register your wish to sell your shares under a share purchasing program until the deadline. Clients can register by entering the number of shares they wish to sell. A registered position will be temporarily blocked during the election period and cannot be sold under any circumstance.

General meeting of shareholders: You can register for meetings of shareholders. Depending on the voting rights of the shares you hold, you can specify the number of shares that you wish to represent during the meeting. Depending on the Issuer, these shares may be blocked until the meeting date and. therefore, cannot be sold. Arranging for the possibility vote during a shareholders meeting cannot be arranged in every jurisdiction and is not made possible by every issuer. The Company arranges this possibility on a best effort basis. *Fee Applicable.

Tender offer (cash): When there is a cash bid for Securities that you hold, you can register all or part of your Securities for the bid until the deadline or during the election period. Consequently, these Securities will be temporarily blocked and cannot be sold under any circumstances. After the bid is realized, you will receive the offered amount in exchange for the Securities that have been bought from you on the payment date.

Tender offer (Securities): When there is a bid in Securities for Securities that you hold, you can choose to register all or part of your Securities for the bid until the deadline or during the election period. Consequently, these Securities will be temporarily blocked and cannot be sold under any circumstances. After the bid us realized, you will receive the offered Securities in exchange for the Securities that have been bought from you on the payment date.

Tender offer (cash and Securities): When there is a bid in cash and Securities for Securities that you hold, you can choose to register all or part of your Securities for the bid until the deadline or during the election period. Consequently, these Securities will be temporarily blocked and cannot be sold otherwise. Upon realisation of the bid, you will receive the offered cash and Securities in exchange for the Securities that have been bought from you on the payment date.

For Fractional Share positions:

Voting rights will be calculated proportionally to the fractional holding: This allows for accurate representation of shareholder interests based on the size of their investment.

The Company will aggregate voting rights across all fractional positions: This ensures that the collective influence of all fractional shareholders is recognized.

Voting instructions will be processed on a pro-rata basis: Voting rights will be exercised based on the proportion of shares held, ensuring fairness in decision-making.

Documentation will reflect the precise fractional voting entitlement: Clear records will be maintained to accurately represent the voting entitlements of fractional shareholders.

NOTE: It is very important that you closely monitor the timely delivery of the Financial Instruments and/or cash resulting from a Corporate Action. If you have not received the Financial Instruments and/or cash on the purported settlement date, you should contact the Company without undue delay. Failure to do so may result in the inability to receive the Financial Instruments you subscribed to, and the Obligation rules included in the Terms and Conditions will apply.

As an Execution Only Client, it is your responsibility to timely act on Corporate Actions related to the Securities you hold.

US Securities - For Corporate Actions (especially mergers and take overs) involving Securities from issuer companies incorporated in the US, complex fiscal rules apply. The Company will calculate any amount to be paid to you in relation to such Corporate Actions under the assumption that neither you nor your spouse, partner, (adopted) children, grandchildren, parents, a partnership to which you are a partner, an estate to which you are a beneficiary, a trust for which you are the beneficiary or owner, a legal entity in which you own 50% or more of the shares, nor, if Client is a legal entity, the shareholder that owns 50% or more of the shares, holds any of the same Securities to which the Corporate Action relates, other than the Securities held by you with the Company. If this assumption is not correct (considering that any person who has an option to acquire the Securities is deemed to own the Securities), you must inform the Company as soon as possible.

Fractional Share Corporate Action Processing

The Company is committed to ensuring that corporate actions affecting Fractional Shares are handled efficiently and accurately. The processing of corporate actions for Fractional Shares includes the following key elements:

Maintaining segregated records of all fractional positions: The Company keeps distinct and organized records for each client's fractional share holdings, ensuring that all transactions and corporate actions are tracked accurately. This segregation aids in transparency and accountability, making it easier to manage and report on fractional positions.

Calculating entitlements precisely to eight decimal places: All entitlements resulting from corporate actions are calculated with high precision, allowing for an accurate distribution of dividends, stock splits, and other benefits associated with fractional holdings. This level of detail ensures that shareholders receive the correct amounts based on their specific fractional ownership.

Processing corporate actions simultaneously for whole and fractional components: To provide a seamless experience for clients, the Company processes corporate actions in a coordinated manner, ensuring that both whole shares and fractional shares are addressed concurrently. This approach minimizes delays and discrepancies between different types of shareholdings.

Providing detailed documentation of all corporate action calculations: Clients will receive comprehensive documentation outlining the calculations and distributions associated with corporate actions. This documentation includes explanations of how entitlements were determined, enhancing transparency and enabling clients to understand the impact of corporate actions on their investments.

Ensuring fair and proportional treatment of fractional positions: The Company is dedicated to treating fractional shareholdings fairly, ensuring that all entitlements and distributions are proportional to the fractional shares held. This guarantees that fractional shareholders are not disadvantaged compared to those holding whole shares.

Converting non-distributable fractional entitlements to cash: In instances where fractional entitlements cannot be distributed (for example, due to rounding or other technical limitations), these amounts will be converted to cash and credited to the client's account. This conversion process ensures that clients receive value for their fractional holdings, even when full shares cannot be allocated.

Maintaining audit trails of all corporate action processing: The Company keeps detailed audit trails for all corporate actions involving Fractional Shares. These records provide accountability and transparency, enabling the Company to track all transactions, calculations, and distributions related to corporate actions. Clients can have confidence in the integrity of the processing and the accuracy of their accounts.

This comprehensive approach to corporate action processing for Fractional Shares reflects the Company’s commitment to excellence and transparency in managing clients' investments.

Corporate Actions Instructions

5.1 Mandatory and Voluntary Corporate Actions

If you hold a stock that is part of mandatory Corporate Actions, such as a share consolidation, share split, spin off, takeover, merger, ISIN change, or exchange swap, these will be automatically processed and booked in your account.

For Corporate Actions that require a choice from you, such as such as a Tender Offer or Rights Issuance, the Company will send you an email without delay, inviting you to provide us with your Instruction. The Company will transmit information for the corporate event to the shareholder without delay and no later than by the close of the same business day on which it received the information. If the Company receives the information after 16.00 during its business day, it will transmit the information without delay and no later than by 10.00 of the next business day. Additionally, it will confirm the shareholder's entitlement to participate in the corporate event without undue delay, ensuring compliance with the issuer deadline or record date, as applicable.

5.2 Submitting Instructions

With Investium, you can submit Corporate Actions Instructions in the following ways:

Application (not yet fully available)

You can submit your preferred choice for a Corporate Action through the Application. If this option is available, you will receive instructions by email on how to participate in the Corporate Action event through the Application. In these cases, it is not possible to submit your Instruction by email.

Submit via email

You can submit your preferred choice for a Corporate Action by emailing our Corporate Actions Desk at the email address available on our Website.

5.3 Deadline

For some Corporate Actions, such as an optional dividend or registering your shares for an acquisition, it is crucial to be aware of the need to make a timely choice. Any Instruction for a Corporate Action must be received by the Company before the issuer deadline. The Company’s deadline is the date and time specified by the Company by which you must make your choice regarding the corporate action. The Company’s deadline for corporate actions may differ from the issuer deadline because our relevant departments need time to process your instructions.

In principle, you can change the choice for a Corporate Action until the issuer deadline. If you have not received an Investium deadline regarding a Corporate Action, or you have not received the information through the Company, you must send your Instruction to the Corporate Actions Desk of the Company at least three (3) Trading days prior to the issuer deadline, so the Company can forward your Instruction to the issuer in a timely manner. Please note that in this situation, the Company operates on a best effort basis as it is dependent on internal deadlines imposed by custodians.

Last updated: 28 October 2024