Questions and answers

Proxymity is the world’s first digital end-to-end proxy voting and shareholder disclosure platform that directly connects issuers and end investors in real time for a more efficient, more accurate and more transparent voting and investor communications process.

The current proxy voting process is lengthy and fragmented, causing delays, errors and often meaning a lack of transparency for institutional voters, who typically hold a high proportion of the share capital in many organisations. This results in most Institutional votes being sent to your registrar in a single instruction close to the deadline. Proxymity simplifies the voting chain connecting issuers more directly with their investors, resulting in several benefits to your company and your underlying shareholders. In addition, access to the Proxymity platform is completely cost free to our clients.

Proxymity uses a proprietary algorithm that reconciles against custody ledgers to allow institutional investors to vote through its platform that links directly with issuers and their agents – such as Link Group and their specialist proxy solicitation and shareholder intelligence businesses, D.F. King and Orient Capital. This not only improves communication and transparency, it saves issuer companies expensive research to decipher voting activity and intentions.

Companies have peace of mind and certainty with:

1. Total control of the meeting agenda delivered directly to your shareholders without distortion, interference and interpretation by proxy intermediaries.
2. Transparency right through the custodian banking chain all the way to the Investor, eliminating the need to spend money deciphering the voting decision.
3. Real-time receipt of votes from institutional investors as soon as they begin voting, sometimes up to 13 days prior to the meeting date.

The main benefits of Proxymity are as follows:

1. Its free for companies, therefore meeting announcement and vote flows cost nothing for the issuing company.
2. Dissemination of information to connected investors via agreed SRD II standards meaning, for underlying shareholders, your agendas are published up to 5 days quicker than existing intermediary voting platforms.
3. Voting up to 13 days earlier as the end investor votes directly through the Proxymity channel, rather than via the incumbent intermediary voting chains. As soon as the vote is cast it will be visible to you.
4. Transparency on investor voting and underlying shareholder votes on specific resolutions, as they happen. If you require further underlying analysis of beneficial owners, we will introduce you to our specialist teams, D.F. King and Orient Capital (referenced above) who are working in partnership with Proxymity.
5. Voting confirmations contemplated by SRD II can be fully supported by the platform.

There is no additional cost for offering Proxymity, it is offered to you, as a Link Group client, free of charge. Proxymity charges the custodian banks directly for processing instructions through its platform on behalf of underlying shareholders just as other proxy voting agents do today.

1. Your relationship manager at Link Group will speak to you about offering as a ‘free to use service’ ahead of publishing your company notice to meeting (AGM or GM).
2. We ask you to provide Link Group with your meeting notice in the compliant web-link format that can be accessed from our signal hub platform or sent to you directly, so that it is provided in an electronic machine-readable format for direct upload to Proxymity’s platform.
3. As an issuing company, you will need to add a paragraph to your company notice notes (Please make sure we are informed before you do this):
   
   
   1. Version 1 – When the wording can be included as part of a list of available voting channels
      
      ‘Proxymity Voting - if you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by [time] on [date] in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.’
      
      
   2. Version 2 – When the wording just needs to be slotted into the Notice at the appropriate place where voting instructions are being given, but in paragraph form
      
      ‘If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by [time] on [date] in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.’
      
      
4. Proxymity will then contract with your underlying institutional account holder directly to accept their vote instructions through the platform

Proxymity is compliant with the latest EU Shareholders Rights Directive 2017 (SRD II) around voting, which takes the pain away from all issuers, namely by:

1. Sending electronic machine-readable messages of meetings to all institutional shareholders who subscribe to the platform.
2. Sending on voting ‘without delay’.
3. Providing post meeting confirmation that votes were counted at the meeting.
4. Satisfies the rights of Issuers to request shareholder identification information.

Providing you (as an issuer) complete the meeting notice on the required standard template and include the paragraph prescribed by Link Group in your meeting notification notes, Proxymity can have the meeting information visible to your underlying shareholders within 24 hours of providing the meeting information to us (as your agent / registrar), giving your shareholders a longer voting window (typically several working days than the current proxy voting mediums).

Proxymity was conceived and developed by two executives in Citibank’s ICG Custody group in London. With over 20 years combined industry experience in custody product development, the pair recognised an opportunity to reinvent the long established practice of proxy voting, to bring increased efficiency and transparency to the market and corporate governance process.

Yes, both D.F. King and Orient Capital (specialist Link Group teams supporting proxy solicitation and shareholder intelligence), are working in partnership with Proxymity.

In addition to their existing services, they will be offering an enhanced Vote Matching Report which combines, not only the data collected through Proxymity but additional CREST information, to show institutional underlying voters and their vote intentions on each resolution. The aim is to give you, in the run up to your AGM or GM, complete transparency of all voting at both investor and granular beneficial owner level.

There is an additional fee for this service. In order to find out more, please contact your Link relationship manager or our specialist teams ocl@orientcap.com / proxy@dkingltd.com