SRDII Disclaimer

EU Shareholder Rights Directive II (SRD II)

EU Shareholder Rights Directive II (SRD II) is a European Union Directive, amending the Shareholder Rights Directive I (SRD I) which aims to

  • improve corporate governance in companies whose securities are traded on regulated markets of the EEA and
  • encourage long-term engagement between shareholders and the companies in which they invest.

SRD II had to be transposed into national law by all EEA member states (member states). Some member states apply certain SRD II requirements to financial instruments other than shares with voting rights. The Commission Implementing Regulation EU 2018/1212 laying down minimum requirements implementing the provisions of SRD II entered into force on 3 September 2020.

SRD II impacts worldwide financial intermediaries maintaining securities accounts on behalf of relevant shareholders by involving them in the transmission of information along the chain of custodians, including cross-border information, between the issuer and the shareholder to facilitate the exercise of shareholder rights.

Who does SRD II apply to?

  • Companies / issuers that have a registered office in the EEA and whose shares are listed on an EEA regulated market.
  • Intermediaries which provide services of safekeeping of shares, administration of shares or maintenance of securities accounts for shareholders of in-scope securities.
  • Institutional investors and asset managers who invest in in-scope securities.
  • SRD II reporting applies to the in-scope securities held regardless of where the relevant shareholder is based.

Shareholder Identification (Art. 3a)

Who is UBS required to respond to?

An issuer or its agent.

What are the minimum details included in shareholder disclosure response?

  • Name and contact details of the shareholder (including full address and, where available email address)
  • Where the shareholder is a Legal person, the registration number, or, unique identifier such as Legal Entity Identifier (LEI)
  • Where the shareholder is a natural person, the national identification or alternate identifier
  • The number of shares held

Who is considered the shareholder for the purpose of a shareholder disclosure request under SRD II?

This is answered by national law. As a result, the definition of shareholder varies across jurisdictions.

What happens if I do not want to disclose my information?

It is mandatory for an intermediary to respond to an issuer’s request for shareholder identification. Clients therefore cannot opt out of the disclosure of the required information to a requesting issuer.

SRD II aligns with existing data privacy legislation, including EU General Data Protection Regulation (EU GDPR), ensuring that individuals are only identified for verified requests and the data is retained only within relevant data retention timeframes.

How will UBS meet the requirements for Shareholder Identification?

UBS has implemented a solution to manage the shareholder identification process and is using SWIFT ISO 20022 MX messaging for Shareholder Identification in accordance to industry standards. This solution includes the receipt of requests, validation of authenticity, forwarding requests to next intermediary in chain, and submission of responses to the issuer / issuer agents.

What does it cost?

UBS currently does not levy an additional charge to clients or issuers with respect to requests to disclose shareholder information.

General Meetings / Proxy Voting (Art. 3 b/c)

How will UBS meet the requirements for general meetings and proxy voting?

UBS has appointed a third party provider to provide clients with a proxy voting service and to fulfill SRD II requirements. This includes sending general meeting notifications (except bond holder and fund meetings), providing electronic means of capturing vote instructions, transmission of instructions.

Clients holding relevant securities in custody with UBS may be contacted in order to complete the set-up process for general meeting notifications and the proxy voting service. The process and documentation and the timing of the onboarding depends on where the client relationship is booked.

Following BREXIT, for selected booking centres UBS will provide information of upcoming general meetings and transmit voting instructions with regard to UK shares.

What does it cost?

UBS is currently not charging for the EU SRD II Proxy voting offering.

Corporate Events

Are there any changes to the corporate actions services?

UBS does not anticipate an impact to the current Corporate Action services provided to clients.

For further information see