The Depository Trust Company's (DTC) Proxy service provides communication between Depository participants and issuers whose securities are eligible for deposit.

Overview

The most common types of information communicated are: shareholders' annual or special meetings, consent solicitations, bankruptcies, legal notices and appraisal or dissenter's rights.

Who Can Use the Service

DTC participants, issuers and their authorized agents are eligible to use this service.

Benefits

DTC's Proxy Service provides:

Convenience:

• Notification of proxy-related events to participants is facilitated through DTC.
• Amount of paper required to enable shareholders to exercise voting and other shareholder rights is minimized.

Cost savings:

• Mailings of shareholder meeting notices to Cede & Co. (DTC's nominee name) help the industry reduce mass mailings to investors.
• Issuers need not produce mass quantities of proxy material.

How the Service Works

DTC is notified of a shareholders' or bondholders' meeting, consent or bankruptcy by the issuer, issuer's attorney, issuer's trustee or industry vendor. DTC announces the information to its participants via the RIPS and/or PANS function.

DTC mails an Omnibus Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy assigns DTC's nominee, Cede & Co., voting rights to those participants that have positions in their account at the close of business on the record date.

Accompanying the Omnibus Proxy is a security position listing that reflects each participant's closing balance in the issue on the record date. To facilitate communication between issuers and participants, the listing also includes the name, address, telephone number and proxy contact of each participant listed on the report. At the same time that the Omnibus Proxy is created, participants are notified via the PANS function of their position in the issue that they are entitled to vote.

DTC also assists its participants in exercising other rights available to DTC's nominee as the record holder of securities on deposit at DTC. For example, participants can exercise the following:

• Assertion of Appraisal or Dissenters' Rights
• Ratification of Assertion of Appraisal of Dissenters' Rights
• Withdrawal of Assertion of Appraisal of Dissenters' Rights
• Demand to Inspect a Stock Ledger
• Demand to Accelerate a Bond

For More Information

To obtain more information on Proxy Services, notify DTC of Issuer meeting information, or submit Issuer proxy address updates, contact DTC Proxy Services at 212-855-5191 or email proxy@dtcc.com.