General Shareholder Information
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Why
do I receive material from Pacific Corporate Trust Company? |
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Pacific Corporate Trust acts as the
Transfer Agent for the company in which you own shares. In our role as transfer
agent we not only process the transfer of ownership but we also maintain the
resulting shareholder register. In this capacity we often deal with
shareholders that inquire about their shareholdings, as well as distribute
material on behalf of the company to its shareholders such as you.
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How
do I update my address on the company’s records? |
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Contact us via mail, at our address
recorded at the beginning of this document, or email us at
pacific@pctc.com. Your message must include your name and
former address, your new address and of course the company or companies in
which you own securities. We would appreciate it if you would note your
preference for receiving material via regular mail or electronically.
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I
currently receive more than one copy of material for the same company. How do I
make sure I receive only one copy? |
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This happens due to our receiving
instructions to register shares or accounts in more that one variation of your
name, for example: Given Name, Given Y Name, or G Your Name. We are required to
follow registration instructions as they are presented to us as we cannot make
the assumption that the variations represent the same person, even if the
address is identical. (There could be a father and son or sons, brothers or
other combinations of relationships involved). To combine these accounts you
can notify us in writing giving us the details of the accounts to merge, that
is, the preferred registration, address, and the details of the securities
involved (certificate/account number, number of securities held and company
name).
Please note that you may also be getting multiple copies from other sources
such as your broker or their agent. This will occur if you have accounts for
the same security at multiple brokers or multiple accounts holding the same
security at one broker.
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We
receive multiple copies of material to different individuals living at one
household. Can we combine these mailings in order to receive one copy or set? |
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Corporate Legislation and regulations
require our clients to mail to every registered shareholder the proxy material
and annual reports. At the time you receive these packages you also receive a
form to indicate whether you want to receive copies of interim reports. If you
return just one form you will receive only one copy of the interim report.
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Can
I buy or sell my securities through Pacific Corporate Trust Company? |
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We are not registered as a securities
dealer and therefore are not allowed by securities legislation to buy or sell
securities. If you require the services of an investment advisor you should
contact the Investment Dealers Association. The Vancouver number is (604)
683-6222. If you have access to the internet you can contact the British
Columbia Securities Commission at their web site
www.bcsc.bc.ca. They have a database of all the firms registered
to deal in securities within British Columbia. There are links to other
Commissions in other jurisdictions if you require; as well, you can reach these
websites via links located on our website,
www.pctc.com.
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Can
I get the current market value of my securities through Pacific? |
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If the securities are listed on one
of the recognized exchanges, we receive a nightly update of the closing price
for our clients database. This information is only updated if there is a trade
and may be out of date at the time of any inquiry. Therefore, we have to
qualify our information and recommend that you contact your investment advisor
for an up to date price, or check with a stock quotation service provider.
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What
do the codes and numbers on my stock certificate mean? |
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There are a few key pieces of
information that must be identified on your stock certificate. The certificate
number is a sequential number assigned to each certificate, as it must be
unique. The prefix, e.g. AB or B etc., is normally chosen to identify a type of
certificate such as those issued for a particular series or denomination. Our
system creates a barcode that appears on the top left-hand corner of the
certificate. The barcode contains all the pertinent details of the certificate
to ensure against any fraudulent alteration. Other information shown on the
certificate is as follows:
- Your name, in the exact form as we were instructed to have it appear on the
certificate
- The date the certificate was issued
- The number of shares
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Where
should I keep my certificate? |
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In a safe place.
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I
have received instructions from my broker about voting over the phone or by the
Internet. Are these methods available to me as a direct shareholder on the
records of the company? |
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To clarify the above statement, it is
the agent of the broker that makes these options available. With the current
regulations the brokers may assign their duties to a third party who agrees to
perform specific functions for them, so you are not dealing directly with your
broker.
To answer your question, yes the options are available to registered holders of
shares of issuers using PCTC as their transfer agent. To allow you as a
registered shareholder to have this flexibility, our client must request that
we allow its shareholders to vote over the phone and over the Internet. When
the issuer chooses this option we will mail the meeting material with the
necessary instructions, identification numbers and passwords so the
shareholders can access the company’s meeting and complete their proxy by
either electronic medium.
Further developments will allow shareholders to be notified either by mail or
email of the location of the company’s material on a website. At this website
the holder could access the material and download it for review and then link
to the site with the proxy form and vote electronically.
Both systems provide step by step instructions and allow the shareholder to
modify his/her vote up to the cut off time for tabulating proxies for the
meeting.
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Why
am I not allowed to vote in person at the Company’s annual meeting for which I
am a holder? |
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When you purchased your shares you
were probably advised that it would be easier to sell them if they were
maintained in your account at the investment dealer through which you made your
purchase. If you did request a certificate there probably would have been an
additional fee on top of the commission paid to cover the processing costs of
having a certificate issued in your name. If you had a certificate issued to
you and delivered it to your investment dealer then the certificate would have
been "deposited" to your account.
What happens is that the certificate instead of being issued or if issued and
then delivered to your investment dealer, is cancelled* and the shares are
credited to the investment dealers share position in CDS (The Canadian
Depository for Securities). At this point in time you become a non-registered
or beneficial owner of those shares, as they are not registered in your
name. Instead, they are registered in the name of CDS & Co. The laws
that govern Canadian corporations typically state that subject to the company’s
articles or by-laws, only registered holders and properly appointed
proxyholders are entitled to attend and vote at shareholder meetings.
If you wish to attend and vote at the company’s meeting you should do the
following:
When you receive the package from the investment dealer you will find either a
form of proxy called a Management Proxy, or a computer generated form called a
Voting Instruction Form. You should carefully read the instructions for
completing the forms.
In both cases there should be instructions to direct you on how to fill in a
particular area of the respective forms if you wish to attend the meeting.
On the Management Proxy there is a blank line that follows the company’s
management nominees for completion of the appointment of a proxy holder. You
should strike out the names that appear on the form and insert your own name in
the space if you wish to attend the meeting.
Similar instructions will appear on the Voting Instruction Form. In both cases
make sure you return the form promptly to ensure it is received and processed
within the deadlines indicated.
For the Management Proxy Form, once it is returned to the investment dealer
they will execute the proxy and indicate the number of shares it is limited to
and forward to the company or its transfer agent for tabulation prior to the
meeting. When you arrive at the meeting, the scrutineer will have a list of
proxyholders and the number of shares they are entitled to vote. After you
identify yourself they will add your shares to the number represented at the
meeting.
After you return the Voting Instruction Form, the investment dealers' agent
tabulates the results and prepares a form of proxy to send to the company or
its transfer agent. Again after it is received it will be tabulated and you
should appear on the list of proxyholders entitled to attend and vote at the
meeting.
A word of caution: if the form is either not completed properly or not returned
on time, you may not be included in the count of persons to attend and vote at
the meeting.
*canceling means the broker sends the certificate to CDS who then forwards it
on to the transfer agent for cancellation and a request for a deposit to CDS’s
share position. CDS adds the shares to the investment dealer’s account on its
system.
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How
do I change my address? |
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There are several ways to change your
address. You can:
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mail your request to Pacific Corporate Trust,
510 Burrard Street, 2nd Floor, Vancouver, B.C. V6C 3B9
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fax to (604) 689-8144
- email to
pacific@pctc.com
- submit your request online on our
Shareholder Communication page.
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I
am not receiving quarterly reports for the company in which I am a shareholder.
How can I obtain future reports?
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When the company distributes the
material for the AGM it includes a financial statement mailing list request form. To
receive the quarterly reports for the following year this form must be
completed and returned to our office or to the issuer.
In addition, PCTC also offers the ability to record your request electronically
by going to our Shareholder
Communication page. |
Share / Bond Transfer of Ownership
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What
is a Medallion Signature Guarantee/Signature Guarantee? |
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In general terms a signature
guarantee is the process whereby the guarantor warrants to the transfer agent
that: a) the signature of the shareholder is genuine, b) the signer was an
appropriate person to endorse the certificate, and c) the signer has the legal
capacity to sign. The Medallion Signature Guarantee is the term used to
describe the programs that are in place in the United States and in Canada.
Companies can apply for, pay an insurance premium and if approved, receive a
special stamp to enable them to provide signature guarantees within the limits
of the insurance they have paid for. The limits are set to the market value of
any one certificate the medallion stamp appears on. In Canada, in addition to
the Medallion programs, banks may also provide signature guarantees.
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How
do I transfer my certificates to another individual? What if the shares
are registered in the name of a corporation? |
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There are many variables that may
affect specific transfers, but, in general, if the certificate is registered in
your name, here are the steps to follow (if you are delivering your shares to a
broker because you have sold them or otherwise disposed of them, the
requirements will be similar but you should check to see if they have any
individual requirements):
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Print on the transfer panel (on the reverse side of each certificate) exactly
how you wish the new certificate to be registered
- Sign the
transfer panel in the exact way the registration appears on the face of the
certificate
or
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Complete a Stock Power of Attorney form (in a similar manner as described above
as the form is similar to what appears on the back of a share certificate) and
attach it to the certificates
- You must sign the transfer panel
on the back of the certificate or the stock power of attorney in the
appropriate place and have your signature guaranteed by a Canadian chartered
bank or a member/participant in a recognized medallion signature guarantee
program
There is an additional requirement for shares registered in the name of a
corporation. A resolution that is dated, or has been signed, within the
last 6 months that appoints one or more persons to sign on behalf of the
corporation must be delivered with the certificate (or stock power of attorny)
signed by the person or persons with the appropriate medallion signature
guarantee. Note the resolution must be certified by someone other than
the person designated in the resolution unless there is only one signing
officer for the corporation. If there is only one signing officer for the
corporation, the resolution must state that the person signing the resolution
is the "sole signing officer".
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I
am the executor of an estate, how do I transfer certificates held in the name
of the deceased? |
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The requirements to transfer shares
registered in the name of the deceased vary according to the residence of the
deceased. Some of the documents that are typically required to transfer these
certificates are as follows;
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Letters of administration /Letters of Probate/Notarial copy of the Last Will
and Testament (originals or court certified copy)
- Declaration
of Transmission
- Death Certificate (original or certified
copy)
- Stock Power of Attorney
- Share
certificate
To obtain further information on the requirements to transfer certificates for
a particular estate, please contact our office. Please provide us with the name
of the deceased, former residence, name and address of the executor and the
details of the shareholdings of the deceased that are to be transferred.
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I
have shares registered in the name of a trust, what are the transfer
requirements? |
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There are two situations depending on
whether the trustee is named in the registration, or the certificate is in the
name of the trust itself. A certificate should never be registered in the name
of an entity if there is no agreement or legal documents creating the entity
and providing for the administration of the assets held by the entity.
If the trustee appears on the certificate then all that is required are the
normal transfer requirements for an individual, if the trustee is a person. The
trustee would endorse the certificate as the trustee and have his or her
signature guaranteed. If the trustee is a corporate entity, then we would
require documents identifying those who could sign on behalf of the
corporation; the individual(s) named would have to endorse the certificate and
have his/her (their) name(s) guaranteed.
If the certificate is in the name of the trust, then the agreement or document
(the original or certified copy) creating the trust must be presented with the
transfer request, and the appropriate parties named in the trust document must
endorse the certificate and have their signatures guaranteed.
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Lost Certificates
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How
do I replace my lost/stolen/destroyed certificate? |
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You must contact us in writing or by
email (pacific@pctc.com)
and give us the details of the loss including the circumstances surrounding the
loss, the details of the certificate(s) lost, and the registration that
appeared on the certificate(s). We will forward the appropriate forms for you
to complete and advise you of the fees involved in processing the replacement
request. The usual requirements to replace a lost certificate are:
The individual claiming the loss must complete an Affidavit of Loss. When
certificates have been returned through the postal system as undeliverable it
is called a mail loss, and the claimant is required to complete an Affidavit of
Non-Receipt. The affidavit serves as legal testimony as to the
circumstances of the loss and includes information on the certificates and how
they were lost. The Affidavit of Loss (or if applicable Non-Receipt) must be
sworn before a Notary Public or a Commissioner for Taking Affidavits.
In addition, an Open Penalty Bond of Indemnity issued by an insurance company
authorized to transact business in Canada must be provided. The bond ensures
that Pacific and the issuing company will not be held liable if the lost
certificates are ever traded or cancelled. The bond provides the owner of the
certificates with insurance coverage for the value of the security. The cost of
the bond is based on the market value of the certificates at the time of the
replacement; however, it is "Open" to protect the holder against any claim in
the future at the market value of the certificate at the time the claim is
made.
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