Conducting Annual Meetings During the COVID-19 Outbreak

Updated as of May 1, 2020

To our Valued Clients:

I hope this update finds you and your families well. As we have previously communicated, Broadridge continues to be operational across all locations. Most of our associates are working remotely. Additionally, Broadridge has enacted strict safety measures, based on guidelines from local and national health and government agencies, to keep our on-site associates safe. Our highest priorities remain keeping our associates safe and ensuring our ability to serve you.

At this time, I would like to provide you with some important updates.

Broadridge’s scale, technology, business resilience and associates are standing strong.

• Our communication and voting platforms including proxyvote.com, Broadridge’s ProxyEdge®, Investor Mailbox, our ProxyVote™ mobile app, and ICS Online are performing at their usual service levels.
• Our global data centres are managed securely and remotely by teams currently working from home.
• This year, we expect that 90% of shares and 80% of proxy communications will be processed fully electronically.

Virtual Shareholder Meetings (VSMs)

This year, we expect to provide many more virtual shareholder meetings than in years past. In support of Issuers choosing to hold their meetings “virtually,” please note:

• The Canadian Securities Administrators (CSA) published guidance on March 20, 2020 to assist public companies, investment companies, securityholders, and other market participants with their upcoming annual shareholder meetings during this period, including through the use of virtual shareholder meetings.
• The SEC recently published updated guidance to assist public companies, investment companies, shareholders, and other market participants with their upcoming annual shareholder meetings during this period, including through the use of VSMs.
• On March 19, 2020, Glass Lewis updated its policy regarding VSMs.
• On April 8, 2020, ISS released the following guidance on its policy regarding virtual-only shareholder meetings.
• British Columbia has issued Ministerial Order No. M116 allowing electronic attendance at corporate meetings.

As we previously communicated, Broadridge has made investments and adjustments to support the increased demand for VSMs from existing and new clients. Here are several options that we can accommodate in response to Issuers’ requests:

• Issuers are electing VSM as a potential alternative if circumstances dictate.
• If Issuers are choosing a VSM after they have distributed their proxy materials, the recent SEC & CSA guidance provides that Issuers can announce the change to a VSM without the need to send additional proxy materials as long as they issue a press release announcing the change, file that announcement with the SEC & CSA, and notify intermediaries and other relevant parties in the proxy process of the change.

Looking Forward

Broadridge is committed to supporting your critical business functions and we stand ready to assist you in any way we can. We will continue to provide regular updates. For additional information, please check our resource page or contact your Broadridge representative.

Sincerely,

Patricia Rosch
President, Investor Communication Solutions, International,
Broadridge Financial Solutions, Inc