Corporate Actions 2009 Improving Issuer‐Investor Communication 1

Corporate Actions 2009 Improving Issuer‐Investor Communications

Case Study Panel

Corporate Actions 2009 Improving Issuer‐Investor Communication 2

Presentation Outline

bull US Corporate Actions Announcements Flow

bull Today ndash announcements mostly in textbull Issuers and their community

bull Investors and their community

bull QampA ‐ discussion

bull Transition to XBRL

bull Tomorrow ndash announcements with XBRL tagged databull Issuers and their community

bull Investors and their community

bull QampA ‐ discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 3

US Corporate Actions Announcement FlowIssuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

Corporate Actions 2009 Improving Issuer‐Investor Communication 4

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

SEC

Form 8-K Current Reportx4

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

x1

x2

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

OUTPUT

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

Corporate Actions 2009 Improving Issuer‐Investor Communication 5

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

US CA Announcement Flow ndash Issuers amp their Community

Corporate Actions 2009 Improving Issuer‐Investor Communication 6

SEC Filings

Corporate action informationis embedded in multiple documents submitted

to the SEC

Merger Announced Terms of agreement and corresponding

action plan created between the two companies and their advisors

Company engages filing agent to prepare SEC filings (eg 8-K) announcing merger and subsequent actions related to it

Company prepares content of S-4 Registrationfor SEC filings and shareholder communications

Copy submitted to filing agent to EDGARize for SEC filing

Company reviews filing agent draftre-submits copy to filing agent with edits until complete

Filing agent prepares EDGAR submission and files with the SEC

Corporate Actions 2009 Improving Issuer‐Investor Communication 7

ExampleIssuer required SEC disclosure S‐4 Registration

bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY

bull The Shareholders Meeting

bull The Merger

bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING

bull Matters to Be Considered

bull Proxies ‐ Solicitation of Proxies

bull Record Date

bull Voting Rights and Vote Required

bull Recommendation of the Old Forge Board of Directors Attending the Meeting

bull THE MERGER

bull Background and Negotiation of the Mergerhelliphellip

bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip

bull THE MERGER AGREEMENT

bull Terms of the Merger

bull Closing and Effective Time of the Merger

bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters

Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote

Corporate Actions 2009 Improving Issuer‐Investor Communication 2

Presentation Outline

bull US Corporate Actions Announcements Flow

bull Today ndash announcements mostly in textbull Issuers and their community

bull Investors and their community

bull QampA ‐ discussion

bull Transition to XBRL

bull Tomorrow ndash announcements with XBRL tagged databull Issuers and their community

bull Investors and their community

bull QampA ‐ discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 3

US Corporate Actions Announcement FlowIssuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

Corporate Actions 2009 Improving Issuer‐Investor Communication 4

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

SEC

Form 8-K Current Reportx4

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

x1

x2

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

OUTPUT

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

Corporate Actions 2009 Improving Issuer‐Investor Communication 5

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

US CA Announcement Flow ndash Issuers amp their Community

Corporate Actions 2009 Improving Issuer‐Investor Communication 6

SEC Filings

Corporate action informationis embedded in multiple documents submitted

to the SEC

Merger Announced Terms of agreement and corresponding

action plan created between the two companies and their advisors

Company engages filing agent to prepare SEC filings (eg 8-K) announcing merger and subsequent actions related to it

Company prepares content of S-4 Registrationfor SEC filings and shareholder communications

Copy submitted to filing agent to EDGARize for SEC filing

Company reviews filing agent draftre-submits copy to filing agent with edits until complete

Filing agent prepares EDGAR submission and files with the SEC

Corporate Actions 2009 Improving Issuer‐Investor Communication 7

ExampleIssuer required SEC disclosure S‐4 Registration

bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY

bull The Shareholders Meeting

bull The Merger

bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING

bull Matters to Be Considered

bull Proxies ‐ Solicitation of Proxies

bull Record Date

bull Voting Rights and Vote Required

bull Recommendation of the Old Forge Board of Directors Attending the Meeting

bull THE MERGER

bull Background and Negotiation of the Mergerhelliphellip

bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip

bull THE MERGER AGREEMENT

bull Terms of the Merger

bull Closing and Effective Time of the Merger

bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters

Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote

Corporate Actions 2009 Improving Issuer‐Investor Communication 3

US Corporate Actions Announcement FlowIssuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

Corporate Actions 2009 Improving Issuer‐Investor Communication 4

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

SEC

Form 8-K Current Reportx4

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

x1

x2

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

OUTPUT

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

Corporate Actions 2009 Improving Issuer‐Investor Communication 5

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

US CA Announcement Flow ndash Issuers amp their Community

Corporate Actions 2009 Improving Issuer‐Investor Communication 6

SEC Filings

Corporate action informationis embedded in multiple documents submitted

to the SEC

Merger Announced Terms of agreement and corresponding

action plan created between the two companies and their advisors

Company engages filing agent to prepare SEC filings (eg 8-K) announcing merger and subsequent actions related to it

Company prepares content of S-4 Registrationfor SEC filings and shareholder communications

Copy submitted to filing agent to EDGARize for SEC filing

Company reviews filing agent draftre-submits copy to filing agent with edits until complete

Filing agent prepares EDGAR submission and files with the SEC

Corporate Actions 2009 Improving Issuer‐Investor Communication 7

ExampleIssuer required SEC disclosure S‐4 Registration

bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY

bull The Shareholders Meeting

bull The Merger

bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING

bull Matters to Be Considered

bull Proxies ‐ Solicitation of Proxies

bull Record Date

bull Voting Rights and Vote Required

bull Recommendation of the Old Forge Board of Directors Attending the Meeting

bull THE MERGER

bull Background and Negotiation of the Mergerhelliphellip

bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip

bull THE MERGER AGREEMENT

bull Terms of the Merger

bull Closing and Effective Time of the Merger

bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters

Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote

Corporate Actions 2009 Improving Issuer‐Investor Communication 4

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

SEC

Form 8-K Current Reportx4

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

x1

x2

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

OUTPUT

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

Corporate Actions 2009 Improving Issuer‐Investor Communication 5

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

US CA Announcement Flow ndash Issuers amp their Community

Corporate Actions 2009 Improving Issuer‐Investor Communication 6

SEC Filings

Corporate action informationis embedded in multiple documents submitted

to the SEC

Merger Announced Terms of agreement and corresponding

action plan created between the two companies and their advisors

Company engages filing agent to prepare SEC filings (eg 8-K) announcing merger and subsequent actions related to it

Company prepares content of S-4 Registrationfor SEC filings and shareholder communications

Copy submitted to filing agent to EDGARize for SEC filing

Company reviews filing agent draftre-submits copy to filing agent with edits until complete

Filing agent prepares EDGAR submission and files with the SEC

Corporate Actions 2009 Improving Issuer‐Investor Communication 7

ExampleIssuer required SEC disclosure S‐4 Registration

bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY

bull The Shareholders Meeting

bull The Merger

bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING

bull Matters to Be Considered

bull Proxies ‐ Solicitation of Proxies

bull Record Date

bull Voting Rights and Vote Required

bull Recommendation of the Old Forge Board of Directors Attending the Meeting

bull THE MERGER

bull Background and Negotiation of the Mergerhelliphellip

bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip

bull THE MERGER AGREEMENT

bull Terms of the Merger

bull Closing and Effective Time of the Merger

bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters

Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote

Corporate Actions 2009 Improving Issuer‐Investor Communication 5

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

US CA Announcement Flow ndash Issuers amp their Community

Corporate Actions 2009 Improving Issuer‐Investor Communication 6

SEC Filings

Corporate action informationis embedded in multiple documents submitted

to the SEC

Merger Announced Terms of agreement and corresponding

action plan created between the two companies and their advisors

Company engages filing agent to prepare SEC filings (eg 8-K) announcing merger and subsequent actions related to it

Company prepares content of S-4 Registrationfor SEC filings and shareholder communications

Copy submitted to filing agent to EDGARize for SEC filing

Company reviews filing agent draftre-submits copy to filing agent with edits until complete

Filing agent prepares EDGAR submission and files with the SEC

Corporate Actions 2009 Improving Issuer‐Investor Communication 7

ExampleIssuer required SEC disclosure S‐4 Registration

bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY

bull The Shareholders Meeting

bull The Merger

bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING

bull Matters to Be Considered

bull Proxies ‐ Solicitation of Proxies

bull Record Date

bull Voting Rights and Vote Required

bull Recommendation of the Old Forge Board of Directors Attending the Meeting

bull THE MERGER

bull Background and Negotiation of the Mergerhelliphellip

bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip

bull THE MERGER AGREEMENT

bull Terms of the Merger

bull Closing and Effective Time of the Merger

bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters

Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote

Corporate Actions 2009 Improving Issuer‐Investor Communication 6

SEC Filings

Corporate action informationis embedded in multiple documents submitted

to the SEC

Merger Announced Terms of agreement and corresponding

action plan created between the two companies and their advisors

Company engages filing agent to prepare SEC filings (eg 8-K) announcing merger and subsequent actions related to it

Company prepares content of S-4 Registrationfor SEC filings and shareholder communications

Copy submitted to filing agent to EDGARize for SEC filing

Company reviews filing agent draftre-submits copy to filing agent with edits until complete

Filing agent prepares EDGAR submission and files with the SEC

Corporate Actions 2009 Improving Issuer‐Investor Communication 7

ExampleIssuer required SEC disclosure S‐4 Registration

bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY

bull The Shareholders Meeting

bull The Merger

bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING

bull Matters to Be Considered

bull Proxies ‐ Solicitation of Proxies

bull Record Date

bull Voting Rights and Vote Required

bull Recommendation of the Old Forge Board of Directors Attending the Meeting

bull THE MERGER

bull Background and Negotiation of the Mergerhelliphellip

bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip

bull THE MERGER AGREEMENT

bull Terms of the Merger

bull Closing and Effective Time of the Merger

bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters

Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote

Corporate Actions 2009 Improving Issuer‐Investor Communication 7

ExampleIssuer required SEC disclosure S‐4 Registration

bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY

bull The Shareholders Meeting

bull The Merger

bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING

bull Matters to Be Considered

bull Proxies ‐ Solicitation of Proxies

bull Record Date

bull Voting Rights and Vote Required

bull Recommendation of the Old Forge Board of Directors Attending the Meeting

bull THE MERGER

bull Background and Negotiation of the Mergerhelliphellip

bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip

bull THE MERGER AGREEMENT

bull Terms of the Merger

bull Closing and Effective Time of the Merger

bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters

Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote

Corporate Actions 2009 Improving Issuer‐Investor Communication 8

Example Registration Statement Pre‐Effective Amendment No 1 (pg 1 special proxy)

General instructions

Share or Cash calculations

Corporate Actions 2009 Improving Issuer‐Investor Communication 9

Example Registration Statement Pre‐Effective Amendment No 1 (pg 2 special proxy)

Meeting information

Required vote needed Record date

Corporate Actions 2009 Improving Issuer‐Investor Communication 10

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

US CA Announcement Flow ndash Issuers amp their Community

Corporate Actions 2009 Improving Issuer‐Investor Communication 11

ExampleAgent representation through a ldquoletter of transmittalrdquo

Corporate Actions 2009 Improving Issuer‐Investor Communication 12

US CA Announcement Flow Investors and their Community

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

Corporate Actions 2009 Improving Issuer‐Investor Communication 13

The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications

Issuer Agent

Sub-Custodian A

Sub-Custodian B

Data Provider X

Data Provider Y

IM AM

CSD

Global Custodian J

Global Custodian K

Exchange

Prospectus

Portal

Sub-Custodian A

Sub-Custodian B

Data Provider Y

CSD

Global Custodian J

Exchange

Corporate Actions 2009 Improving Issuer‐Investor Communication 14

INP

UTIN

PUT

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

Corporate Actions 2009 Improving Issuer‐Investor Communication 15

Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions

IDSecurity ID

Security Description

Action Type

322094097 US12345678690 ABC COMPANYMerger with Elections

GENERAL INFORMATION

Option Currency of Option Deadline Date Expiration Date

1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM

2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM

OPTION DETAILS

OPTION 1 EXCHANGE FOR CASH

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN

DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

OPTION 2 EXCHANGE FOR SHARES

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN

DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

ADDITIONAL TERMS

UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH

THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE

THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009

EVENT TERMS

Account Number Account Name Eligible Position Settled Position

9876523120944 Shareholders 400000 400000

ACCOUNT INFORMATION

Option Eligible PositionProjected Cash Proceeds

Projected Security Proceeds

1 Exchange for Cash 400000 USD 24516995 1153525

2 Exchange for Shares 400000 1160480

Effective Date

04012009

Offer Period Begin Date

02182009

Offer Period End Date

03192009

Default Option

Option 2

PROJECTED ENTITLEMENT

Corporate Actions 2009 Improving Issuer‐Investor Communication 16

Example Investment Manager Event Representation

Corporate Actions 2009 Improving Issuer‐Investor Communication 17

Tomorrow ndash a transition to XBRL

Announcements with tagged data

Corporate Actions 2009 Improving Issuer‐Investor Communication 18

Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data

5The

Consumer

4The

Delivery

3The

Originator

2The

Repository

1The

Taxonomy

Corporate Actions 2009 Improving Issuer‐Investor Communication 20

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

SEC

Form 8-K Current Report

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

x4

x1

x2

OUTPUT

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 9

Example Registration Statement Pre‐Effective Amendment No 1 (pg 2 special proxy)

Meeting information

Required vote needed Record date

Corporate Actions 2009 Improving Issuer‐Investor Communication 10

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

US CA Announcement Flow ndash Issuers amp their Community

Corporate Actions 2009 Improving Issuer‐Investor Communication 11

ExampleAgent representation through a ldquoletter of transmittalrdquo

Corporate Actions 2009 Improving Issuer‐Investor Communication 12

US CA Announcement Flow Investors and their Community

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

Corporate Actions 2009 Improving Issuer‐Investor Communication 13

The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications

Issuer Agent

Sub-Custodian A

Sub-Custodian B

Data Provider X

Data Provider Y

IM AM

CSD

Global Custodian J

Global Custodian K

Exchange

Prospectus

Portal

Sub-Custodian A

Sub-Custodian B

Data Provider Y

CSD

Global Custodian J

Exchange

Corporate Actions 2009 Improving Issuer‐Investor Communication 14

INP

UTIN

PUT

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

Corporate Actions 2009 Improving Issuer‐Investor Communication 15

Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions

IDSecurity ID

Security Description

Action Type

322094097 US12345678690 ABC COMPANYMerger with Elections

GENERAL INFORMATION

Option Currency of Option Deadline Date Expiration Date

1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM

2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM

OPTION DETAILS

OPTION 1 EXCHANGE FOR CASH

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN

DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

OPTION 2 EXCHANGE FOR SHARES

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN

DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

ADDITIONAL TERMS

UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH

THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE

THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009

EVENT TERMS

Account Number Account Name Eligible Position Settled Position

9876523120944 Shareholders 400000 400000

ACCOUNT INFORMATION

Option Eligible PositionProjected Cash Proceeds

Projected Security Proceeds

1 Exchange for Cash 400000 USD 24516995 1153525

2 Exchange for Shares 400000 1160480

Effective Date

04012009

Offer Period Begin Date

02182009

Offer Period End Date

03192009

Default Option

Option 2

PROJECTED ENTITLEMENT

Corporate Actions 2009 Improving Issuer‐Investor Communication 16

Example Investment Manager Event Representation

Corporate Actions 2009 Improving Issuer‐Investor Communication 17

Tomorrow ndash a transition to XBRL

Announcements with tagged data

Corporate Actions 2009 Improving Issuer‐Investor Communication 18

Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data

5The

Consumer

4The

Delivery

3The

Originator

2The

Repository

1The

Taxonomy

Corporate Actions 2009 Improving Issuer‐Investor Communication 20

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

SEC

Form 8-K Current Report

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

x4

x1

x2

OUTPUT

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 10

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

US CA Announcement Flow ndash Issuers amp their Community

Corporate Actions 2009 Improving Issuer‐Investor Communication 11

ExampleAgent representation through a ldquoletter of transmittalrdquo

Corporate Actions 2009 Improving Issuer‐Investor Communication 12

US CA Announcement Flow Investors and their Community

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

Corporate Actions 2009 Improving Issuer‐Investor Communication 13

The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications

Issuer Agent

Sub-Custodian A

Sub-Custodian B

Data Provider X

Data Provider Y

IM AM

CSD

Global Custodian J

Global Custodian K

Exchange

Prospectus

Portal

Sub-Custodian A

Sub-Custodian B

Data Provider Y

CSD

Global Custodian J

Exchange

Corporate Actions 2009 Improving Issuer‐Investor Communication 14

INP

UTIN

PUT

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

Corporate Actions 2009 Improving Issuer‐Investor Communication 15

Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions

IDSecurity ID

Security Description

Action Type

322094097 US12345678690 ABC COMPANYMerger with Elections

GENERAL INFORMATION

Option Currency of Option Deadline Date Expiration Date

1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM

2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM

OPTION DETAILS

OPTION 1 EXCHANGE FOR CASH

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN

DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

OPTION 2 EXCHANGE FOR SHARES

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN

DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

ADDITIONAL TERMS

UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH

THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE

THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009

EVENT TERMS

Account Number Account Name Eligible Position Settled Position

9876523120944 Shareholders 400000 400000

ACCOUNT INFORMATION

Option Eligible PositionProjected Cash Proceeds

Projected Security Proceeds

1 Exchange for Cash 400000 USD 24516995 1153525

2 Exchange for Shares 400000 1160480

Effective Date

04012009

Offer Period Begin Date

02182009

Offer Period End Date

03192009

Default Option

Option 2

PROJECTED ENTITLEMENT

Corporate Actions 2009 Improving Issuer‐Investor Communication 16

Example Investment Manager Event Representation

Corporate Actions 2009 Improving Issuer‐Investor Communication 17

Tomorrow ndash a transition to XBRL

Announcements with tagged data

Corporate Actions 2009 Improving Issuer‐Investor Communication 18

Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data

5The

Consumer

4The

Delivery

3The

Originator

2The

Repository

1The

Taxonomy

Corporate Actions 2009 Improving Issuer‐Investor Communication 20

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

SEC

Form 8-K Current Report

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

x4

x1

x2

OUTPUT

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 11

ExampleAgent representation through a ldquoletter of transmittalrdquo

Corporate Actions 2009 Improving Issuer‐Investor Communication 12

US CA Announcement Flow Investors and their Community

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

Corporate Actions 2009 Improving Issuer‐Investor Communication 13

The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications

Issuer Agent

Sub-Custodian A

Sub-Custodian B

Data Provider X

Data Provider Y

IM AM

CSD

Global Custodian J

Global Custodian K

Exchange

Prospectus

Portal

Sub-Custodian A

Sub-Custodian B

Data Provider Y

CSD

Global Custodian J

Exchange

Corporate Actions 2009 Improving Issuer‐Investor Communication 14

INP

UTIN

PUT

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

Corporate Actions 2009 Improving Issuer‐Investor Communication 15

Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions

IDSecurity ID

Security Description

Action Type

322094097 US12345678690 ABC COMPANYMerger with Elections

GENERAL INFORMATION

Option Currency of Option Deadline Date Expiration Date

1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM

2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM

OPTION DETAILS

OPTION 1 EXCHANGE FOR CASH

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN

DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

OPTION 2 EXCHANGE FOR SHARES

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN

DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

ADDITIONAL TERMS

UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH

THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE

THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009

EVENT TERMS

Account Number Account Name Eligible Position Settled Position

9876523120944 Shareholders 400000 400000

ACCOUNT INFORMATION

Option Eligible PositionProjected Cash Proceeds

Projected Security Proceeds

1 Exchange for Cash 400000 USD 24516995 1153525

2 Exchange for Shares 400000 1160480

Effective Date

04012009

Offer Period Begin Date

02182009

Offer Period End Date

03192009

Default Option

Option 2

PROJECTED ENTITLEMENT

Corporate Actions 2009 Improving Issuer‐Investor Communication 16

Example Investment Manager Event Representation

Corporate Actions 2009 Improving Issuer‐Investor Communication 17

Tomorrow ndash a transition to XBRL

Announcements with tagged data

Corporate Actions 2009 Improving Issuer‐Investor Communication 18

Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data

5The

Consumer

4The

Delivery

3The

Originator

2The

Repository

1The

Taxonomy

Corporate Actions 2009 Improving Issuer‐Investor Communication 20

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

SEC

Form 8-K Current Report

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

x4

x1

x2

OUTPUT

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 12

US CA Announcement Flow Investors and their Community

Issuer Offeror

Stock Exchange

SEC (EDGAR)

Depository

Information Release

Custodian BrokerDealer

Retail Investor

Institutional Investor

BankruptcyCourt

Press Release

Material Release

Simple Events

All Events

Complex EventsAll Events

All Events

Complex Events

Distribution

Simple Events (opt)

KEY

Primarily Paper orTextual delivery(including forms)

Electronic DataElement Formatted(Proprietary or ISO)

Legal Counsel Investment Bank Financial Publisher

OperationalArrangements

DepositaryInformationTransfer Paying

Legal CounselInvestment BankFinancial Publisher

All Events

Simple Events

Stock ExchRules or

10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and

Shareholder ApprovalTender Offer Merger

- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy

- Board of Directors and Shareholders Approval

Reverse Split Rights Issue- Board of Directors Approval

Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes

RegulationsFD MampA

Complex Events

All Events

Issuer Agent Issuer Servicer

Corporate Actions 2009 Improving Issuer‐Investor Communication 13

The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications

Issuer Agent

Sub-Custodian A

Sub-Custodian B

Data Provider X

Data Provider Y

IM AM

CSD

Global Custodian J

Global Custodian K

Exchange

Prospectus

Portal

Sub-Custodian A

Sub-Custodian B

Data Provider Y

CSD

Global Custodian J

Exchange

Corporate Actions 2009 Improving Issuer‐Investor Communication 14

INP

UTIN

PUT

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

Corporate Actions 2009 Improving Issuer‐Investor Communication 15

Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions

IDSecurity ID

Security Description

Action Type

322094097 US12345678690 ABC COMPANYMerger with Elections

GENERAL INFORMATION

Option Currency of Option Deadline Date Expiration Date

1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM

2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM

OPTION DETAILS

OPTION 1 EXCHANGE FOR CASH

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN

DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

OPTION 2 EXCHANGE FOR SHARES

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN

DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

ADDITIONAL TERMS

UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH

THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE

THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009

EVENT TERMS

Account Number Account Name Eligible Position Settled Position

9876523120944 Shareholders 400000 400000

ACCOUNT INFORMATION

Option Eligible PositionProjected Cash Proceeds

Projected Security Proceeds

1 Exchange for Cash 400000 USD 24516995 1153525

2 Exchange for Shares 400000 1160480

Effective Date

04012009

Offer Period Begin Date

02182009

Offer Period End Date

03192009

Default Option

Option 2

PROJECTED ENTITLEMENT

Corporate Actions 2009 Improving Issuer‐Investor Communication 16

Example Investment Manager Event Representation

Corporate Actions 2009 Improving Issuer‐Investor Communication 17

Tomorrow ndash a transition to XBRL

Announcements with tagged data

Corporate Actions 2009 Improving Issuer‐Investor Communication 18

Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data

5The

Consumer

4The

Delivery

3The

Originator

2The

Repository

1The

Taxonomy

Corporate Actions 2009 Improving Issuer‐Investor Communication 20

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

SEC

Form 8-K Current Report

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

x4

x1

x2

OUTPUT

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 13

The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications

Issuer Agent

Sub-Custodian A

Sub-Custodian B

Data Provider X

Data Provider Y

IM AM

CSD

Global Custodian J

Global Custodian K

Exchange

Prospectus

Portal

Sub-Custodian A

Sub-Custodian B

Data Provider Y

CSD

Global Custodian J

Exchange

Corporate Actions 2009 Improving Issuer‐Investor Communication 14

INP

UTIN

PUT

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

Corporate Actions 2009 Improving Issuer‐Investor Communication 15

Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions

IDSecurity ID

Security Description

Action Type

322094097 US12345678690 ABC COMPANYMerger with Elections

GENERAL INFORMATION

Option Currency of Option Deadline Date Expiration Date

1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM

2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM

OPTION DETAILS

OPTION 1 EXCHANGE FOR CASH

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN

DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

OPTION 2 EXCHANGE FOR SHARES

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN

DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

ADDITIONAL TERMS

UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH

THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE

THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009

EVENT TERMS

Account Number Account Name Eligible Position Settled Position

9876523120944 Shareholders 400000 400000

ACCOUNT INFORMATION

Option Eligible PositionProjected Cash Proceeds

Projected Security Proceeds

1 Exchange for Cash 400000 USD 24516995 1153525

2 Exchange for Shares 400000 1160480

Effective Date

04012009

Offer Period Begin Date

02182009

Offer Period End Date

03192009

Default Option

Option 2

PROJECTED ENTITLEMENT

Corporate Actions 2009 Improving Issuer‐Investor Communication 16

Example Investment Manager Event Representation

Corporate Actions 2009 Improving Issuer‐Investor Communication 17

Tomorrow ndash a transition to XBRL

Announcements with tagged data

Corporate Actions 2009 Improving Issuer‐Investor Communication 18

Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data

5The

Consumer

4The

Delivery

3The

Originator

2The

Repository

1The

Taxonomy

Corporate Actions 2009 Improving Issuer‐Investor Communication 20

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

SEC

Form 8-K Current Report

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

x4

x1

x2

OUTPUT

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 14

INP

UTIN

PUT

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

Corporate Actions 2009 Improving Issuer‐Investor Communication 15

Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions

IDSecurity ID

Security Description

Action Type

322094097 US12345678690 ABC COMPANYMerger with Elections

GENERAL INFORMATION

Option Currency of Option Deadline Date Expiration Date

1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM

2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM

OPTION DETAILS

OPTION 1 EXCHANGE FOR CASH

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN

DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

OPTION 2 EXCHANGE FOR SHARES

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN

DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

ADDITIONAL TERMS

UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH

THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE

THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009

EVENT TERMS

Account Number Account Name Eligible Position Settled Position

9876523120944 Shareholders 400000 400000

ACCOUNT INFORMATION

Option Eligible PositionProjected Cash Proceeds

Projected Security Proceeds

1 Exchange for Cash 400000 USD 24516995 1153525

2 Exchange for Shares 400000 1160480

Effective Date

04012009

Offer Period Begin Date

02182009

Offer Period End Date

03192009

Default Option

Option 2

PROJECTED ENTITLEMENT

Corporate Actions 2009 Improving Issuer‐Investor Communication 16

Example Investment Manager Event Representation

Corporate Actions 2009 Improving Issuer‐Investor Communication 17

Tomorrow ndash a transition to XBRL

Announcements with tagged data

Corporate Actions 2009 Improving Issuer‐Investor Communication 18

Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data

5The

Consumer

4The

Delivery

3The

Originator

2The

Repository

1The

Taxonomy

Corporate Actions 2009 Improving Issuer‐Investor Communication 20

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

SEC

Form 8-K Current Report

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

x4

x1

x2

OUTPUT

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 15

Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions

IDSecurity ID

Security Description

Action Type

322094097 US12345678690 ABC COMPANYMerger with Elections

GENERAL INFORMATION

Option Currency of Option Deadline Date Expiration Date

1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM

2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM

OPTION DETAILS

OPTION 1 EXCHANGE FOR CASH

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN

DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

OPTION 2 EXCHANGE FOR SHARES

RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN

DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009

DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY

ADDITIONAL TERMS

UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH

THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE

THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009

EVENT TERMS

Account Number Account Name Eligible Position Settled Position

9876523120944 Shareholders 400000 400000

ACCOUNT INFORMATION

Option Eligible PositionProjected Cash Proceeds

Projected Security Proceeds

1 Exchange for Cash 400000 USD 24516995 1153525

2 Exchange for Shares 400000 1160480

Effective Date

04012009

Offer Period Begin Date

02182009

Offer Period End Date

03192009

Default Option

Option 2

PROJECTED ENTITLEMENT

Corporate Actions 2009 Improving Issuer‐Investor Communication 16

Example Investment Manager Event Representation

Corporate Actions 2009 Improving Issuer‐Investor Communication 17

Tomorrow ndash a transition to XBRL

Announcements with tagged data

Corporate Actions 2009 Improving Issuer‐Investor Communication 18

Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data

5The

Consumer

4The

Delivery

3The

Originator

2The

Repository

1The

Taxonomy

Corporate Actions 2009 Improving Issuer‐Investor Communication 20

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

SEC

Form 8-K Current Report

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

x4

x1

x2

OUTPUT

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 16

Example Investment Manager Event Representation

Corporate Actions 2009 Improving Issuer‐Investor Communication 17

Tomorrow ndash a transition to XBRL

Announcements with tagged data

Corporate Actions 2009 Improving Issuer‐Investor Communication 18

Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data

5The

Consumer

4The

Delivery

3The

Originator

2The

Repository

1The

Taxonomy

Corporate Actions 2009 Improving Issuer‐Investor Communication 20

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

SEC

Form 8-K Current Report

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

x4

x1

x2

OUTPUT

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 17

Tomorrow ndash a transition to XBRL

Announcements with tagged data

Corporate Actions 2009 Improving Issuer‐Investor Communication 18

Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data

5The

Consumer

4The

Delivery

3The

Originator

2The

Repository

1The

Taxonomy

Corporate Actions 2009 Improving Issuer‐Investor Communication 20

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

SEC

Form 8-K Current Report

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

x4

x1

x2

OUTPUT

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 18

Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data

5The

Consumer

4The

Delivery

3The

Originator

2The

Repository

1The

Taxonomy

Corporate Actions 2009 Improving Issuer‐Investor Communication 20

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

SEC

Form 8-K Current Report

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

x4

x1

x2

OUTPUT

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 20

ISSUER OFFEROR

Agent Servicer Exchange

Paper Material

Press Release

Letter of Transmittal

(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value

SEC

Form 8-K Current Report

(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement

Form 8-KA Current Report

Amendment

Form S-4Registration Statement

(8) Form for Shareholder ElectionCash Security and Mixed Election Options

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

INPUT

RetailInvestor

x4

x1

x2

OUTPUT

Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

XBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 21

INP

UTIN

PU

T

Paper Material

Press Release

Letter of Transmittal

Form 8-K Current Report

Form 8-KA Current Report

Amendment

Form S-4Registration

Statement

Millions of Electronic

Announcements

8 Paper Documents X

Many Custodians

Brokers

Many Asset Mangers Retail Investors

X =

Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships

INVESTOR COMMUNITY

Depository Custodian Broker

Asset Manager

RetailInvestor

XBRL

XBRL

XBRL

XBRL

XBRLXBRL

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion

Corporate Actions 2009 Improving Issuer‐Investor Communication 22

Q amp A ‐ discussion

Thank you

• Corporate Actions 2009 Improving Issuer-Investor Communications
• Presentation Outline
• US Corporate Actions Announcement Flow
• Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
• US CA Announcement Flow ndash Issuers amp their Community
• Slide Number 6
• ExampleIssuer required SEC disclosure S-4 Registration
• Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
• Slide Number 9
• US CA Announcement Flow ndash Issuers amp their Community
• ExampleAgent representation through a ldquoletter of transmittalrdquo
• US CA Announcement Flow Investors and their Community
• The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
• Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
• Example Global Custody Notification for Beneficial Owners of the company
• Slide Number 16
• Tomorrow ndash a transition to XBRL
• Slide Number 18
• Slide Number 20
• Slide Number 21
• Q amp A - discussion