To find out more about our services,
contact our Business Development
team on bd@georgeson.com or your
regional office:
CORPORATE GOVERNANCE
CONSULTING
Working for so many issuers around
the world, Georgeson has exposure
to all conceivable governance and
shareholder concerns. We have
worked for, and against, some of the
most aggressive activists; and have
spoken to thousands of investors
around the world. We know what proxy
advisers think, and understand global
governance guidelines. Using our unique
accumulated knowledge, Georgeson
supports issuers with various corporate
governance, compliance and structural
issues including:
>
VERSUS COMPETITORS
> GEORGESON
Proxy Contest Win Percentage (1997 - 2006)
Data Source: Georgeson proprietary database
Voting Authority Analysis - to assess
the voting risk
>
‘What if’ scenarios
>
Governance and CSR (Corporate
Social Responsibility) roadshows
>
Gap Analysis to local and
international Governance codes.
GLOBAL FOOTPRINT
As part of the Computershare group, Georgeson is the only proxy solicitor to offer true global ‘on-the-ground’ presence, with
offices in all of the major financial markets. From London to New York, Moscow to Hong Kong, we offer clients of all sizes
real local knowledge and international expertise.
Computershare is a global leader in share registration, employee equity plans, proxy solicitation and other specialised
financial and communication services. Many of the world’s largest companies employ our innovative solutions to maximise
the value of their relationships with investors, employees, customers and members.
Computershare has approximately 10,000 employees across the world and serves 14,000 corporations and 90 million
shareholders and employee accounts in 17 countries across five continents.
UNITED KINGDOM
London
Vintners’ Place
68 Upper Thames Street
London EC4V 3BJ
Phone: +44 (0)870 703 0300
Fax: +44 (0)870 703 0301
UNITED STATES
New York
199 Water Street
New York, NY 10038
Phone: +1 212 805 7000
ITALY
Rome
Via Emilia 88-00187 Roma
Phone: +39 06 421711
Fax: +39 06 45239163
CANADA
Toronto
100 University Avenue
11th Floor
Toronto, Ontario M5J 2Y1
Phone: +1 416 862 8088
Milan
Viale Luigi Majno 17/A - 3°piano
20122 Milano
Phone: +39 02 07 6394120
Fax: +39 02 76 310729
Calgary
530-8th Ave SW
6th Floor
Calgary, Alberta T2P 3S8
Phone +1 403 444 5626
FRANCE
Paris
38, rue de Bassano
Paris 75008
Phone: +33 1 44 31 20 22
Fax: +33 1 44 31 20 79
Vancouver
510 Burrard St.
3rd Floor, South Tower
Vancouver, BC V6C 3B9
Phone +1 604 661 0208
SPAIN
Madrid
Zurbarán, 18 - 5ª pl.
Madrid 28010
Phone: +34 91 701 21 70
Fax: +34 91 701 21 71
GERMANY
Munich
Prannerstrasse 8
80333 Munich
Phone: +49 89 30 90 3 - 290
Fax: +49 89 30 90 3 – 291
AUSTRALIA
Sydney
Level 1, 60 Carrington Street
Sydney, NSW 2000
Phone: +61 2 8216 5700
Fax: +61 2 8216 5720
HONG KONG
46th Floor Hopwell Center
183 Queens Road East
Wan Chai, Hong Kong
Phone: +852 2862 8607
Fax: +852 2529 6087
SOUTH AFRICA
Johannesburg
70 Marshall Street
Private Bag X116
Marshalltown, Johannesburg, 2197
Phone: +27 11 370 5474
Georgeson is a trading name of Computershare Investor Services PLC who is registered in England & Wales,
Company No. 3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol BS13 8AE.
PROXY SOLICITATION
AND SHAREHOLDER
RESPONSE SOLUTIONS
The complete range of proxy solicitation
services: for AGMs, EGMs, Schemes of
Arrangement, M&As and Shareholder Activism
With the increasing influence of shareholder activists, high levels
of foreign ownership and the lack of transparency in shareholdings;
effective proxy solicitation is essential for today’s issuer. Average initial
shareholder response rates are as low as 15%, putting your corporate
strategies at risk.
> CNOOC
With strategies in place, it is imperative that the message gets to the right targets in
good time. We use the most appropriate communication channels including telephone,
internet and face-to-face meetings with institutional investors; leveraging our global
reach.
FM
FLO
WO
> register analysis or shareholder identification (including hedge fund and
arbitrage positions)
> regular reporting of solicitation results and modelling of likely offer
outcomes.
Missing votes can make the crucial
difference between an important
resolution being passed or not.
Georgeson’s experience has shown
that if left unchecked, on average 10%
of your votes don’t get counted - with
potentially disastrous consequences.
Be armed with the knowledge of
who the real influencers are among
shareholders and who is involved with
the voting process, ensuring you are
better equipped to handle contentious
or strategic resolutions.
Throughout, we ensure close co-operation with financial and legal advisers, with whom
Georgeson also maintains an excellent network of contacts.
Proxy
Aggregator
CASE STUDY: UNILEVER
N
T IO
TA
N
ME
Beneficial
Owner
Investment
Manager
Proxy
Advisers
CU
DO
G
2
N
Disseminate the
meeting information
Voting Authorities
OF
> Repsol YPF S.A.
Global
Custodian
FL
OW
> Telecom Italia S.p.A.
Nominee /
Custodian
PR
OX
Y
> Procter & Gamble
Georgeson will help you craft your strategies and message, articulating the rationale
and the business context of your position in such a way that the merits are clearly
understood by retail and institutional investors, as well as by influential proxy advisers.
Shepherd voting
instructions through
the custodial chain
P
OF
> Iberdrola S.A. / Scottish Power
OF
Intermediaries
S
ION
> Chevron Corp.
4
VOTE RECONCILIATION
NS
We begin with a thorough analysis of your shareholder composition, determining the
scope of the assignment and the obstacles that need to be overcome. Then, drawing
on our proprietary databases, our knowledge of institutions and recommendations
from proxy advisers, we deliver in-depth analysis of the issues and attitudes of your
shareholder base. We then work with you to develop a customised strategy that meets
your specific needs. We successfully replicate this process for retail shareholders on a
daily basis.
FL
OW
FLO
W
> British Telecom Group plc
UM
OC
ION
AT
T
EN
EE
TI
NG
Identify the voting
authorities and
custodian structure
D
1
ME
ET
I
Consider our extensive proprietary databases, global reach, and in-depth understanding
of the complex proxy solicitation rules across the international regulatory environment,
and it’s clear why we are chosen in over 1,000 proxy solicitations, proxy fights and other
strategic shareholder transactions every year. Georgeson is the world’s leading adviser in
M&A solicitations, either in defence of a target or working with the acquirer.
THE GEORGESON APPROACH
> ChinalCo
> strategic advice from document form and content, to the co-ordination of
roadshows and solicitation of tenders
Issuer /
Share Registry
Depository Bank
CT
RU
ST
At Georgeson, we have one goal: to help our clients achieve their objectives. A leading
proxy solicitation firm for over 70 years, we have combined unparalleled experience with
constant innovation to deliver the votes our clients need.
> The Republic of Argentina
> Swiss Life
Books Close
THE ORIGINAL SOLUTION
> Unicredito
> Finmeccanica
Campaign
Planning
Georgeson understands the complexities involved in reaching out to equity and
bondholders in a recommended offer situation, all with a view to activating such holders
and maximising acceptance levels. We service loan notes, cash, share, mix ‘n’ match
offers and provide:
IO
CT
RU
ST
IN
> Unilever PLC
AGM / EGM
Y
OX
> The Walt Disney Company
Notice of
Meeting
R
> BAA Limited / Ferrovial
TENDER AND EXCHANGE OFFERS
IN
GEORGESON: THE PROXY
SOLICITOR OF CHOICE
We work with the world’s
leading companies:
PROXY SOLICITATION
Ascertain the
voting intentions
3
Unilever appointed Georgeson to
carry out a Vote Reconciliation to
uncover the true scale of missing
votes following its 2006 AGM.
Focused on their top 25 shareholders,
we found that around 7% of all votes
were lost or never voted. Following
Georgeson’s recommendations on
how to mitigate votes going missing,
Unilever has now made various
changes to their processes.
Unilever is committed to achieving
the highest possible, accurate and
transparent vote at its AGM and
Georgeson’s work with shepherding the
votes is vital in helping us to achieve this.
Chris Fletcher-Smith, Deputy Company Secretary,
Unilever
> Arcelor / Mittal
> Luxottica Group
> and many others
From 2006 to 2007 Georgeson
worked on seven of the ten largest
M&A deals in the EMEA region.
Georgeson helps companies identify, locate and communicate the right message to key shareholders to secure the votes they
require. We specialise in complex solicitations - such as hostile and friendly acquisitions, Schemes of Arrangement, proxy fights
and takeover defences - and manage every step of the proxy solicitation process. Georgeson’s share ownership analysis delivers
comprehensive information on the target shareholders’ registers, including multiple foreign listings and American Depositary Receipts
(ADRs). Our analysis also identifies who has ultimate voting responsibility.
Utilising our strong knowledge of proxy advisory firms, we often understand the vote behaviour of their institutional shareholders and
can work with you to appropriately target their shareholders.
As retail shareholders can be influential in a proxy solicitation when they know their vote is important, we specialise in segmenting this
shareholder base. This means we contact the right shareholders, ensure that they understand your messages and cast their votes
appropriately. Regardless of deal size or shareholder base, Georgeson can help.
CASE STUDY: ARCELOR
“Georgeson went the distance and helped
us cross the finish line stronger than ever.
”
ArcelorMittal
Global steelmaker Arcelor S.A. was
the subject of a hostile takeover bid
by Mittal Steel N.V. Arcelor rebuffed
the bid and initiated a defence
campaign and, with Georgeson’s help
over a five month period, was able to
accept a final offer which constituted
a price improvement of over 80% and
other concessions by Mittal.
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> KT&G Corp.