On 3 September 2020, the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych, KDPW) has rolled out new solutions facilitating communication between public companies and their shareholders in harmonisation with the requirements of the SRD II Implementing Regulation.

The scope of modifications relating to the implementation of the new regulations spans two areas. The first one is the modification of the scope of information transmitted by companies to KDPW and subsequently transmitted by KDPW to its direct participants (banks and brokers) in order to enable shareholders to exercise their rights attached to shares, including in particular notifications of general meetings and other corporate actions. The other area is a new service: the transmission of shareholder details to companies.

General meetings and other corporate actions

Regarding general meetings, the functional scope of the online application used by issuers of shares to process general meetings will be modified to a large extent. The application will support the transmission of general meeting notices, notifications of the participation of shareholders in general meetings, as well as vote recording and counting confirmations.

With respect to events other than general meetings, companies which are unable to distribute corporate action notifications regarding shares (including financial events, such as dividend payments, and corporate reorganisation events) directly to all their shareholders are required by the European regulations to notify intermediaries which maintain shareholders’ securities accounts of such events immediately but no later than the same business day. In the case of public companies established in Poland, KDPW is the intermediary and it will distribute such information to its direct participants who will forward it to shareholders.

Shareholder identification

Starting on 3 September 2020, a new online application “Shareholder Identification” is available from KDPW to issuers. The application supports the disclosure of shareholder identification details to companies, including the quantity of shares held. The process is initiated at the request of the company. KDPW transmits the company’s request to its participants who maintain securities accounts or omnibus securities accounts. Upon receipt of details from intermediaries, KDPW aggregates data and provides it to companies in a report available in the online application.

Such information is only disclosed to companies and remains private. Companies which receive such details from KDPW are required to protect the information accordingly. Shareholders’ personal data may only be processed for the purposes of public companies’ identification of their shareholders, direct communication with the shareholders, and facilitation of the exercise of their rights and engagement in the company’s affairs.

Legal basis

The new solutions follow from amendments to Directive 2007/36/EC under Directive 2017/828/EU (SRD II) which authorise public companies to identify their shareholders and require intermediaries (central securities depositories, investment firms, and banks) to co-operate in the process. The Directive is supplemented by Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018. The Directive is implemented in Polish law by the Act amending the Act on Public Offering and the Conditions of Introducing Financial Instruments to an Organised Trading System and on Public Companies and other Acts, effective as of 3 September 2020.