AST SHAREHOLDER TOOLKIT

What Shareholders Need to Know

AST

SHAREHOLDER

TOOLKIT

Introduction ....................................................................1

Shareholder Account Information .................................................................................. 3

Transfer of Shares ........................................................................................................... 5

Transfer Types and Security Registrations .................................................................... 7

Dividend Distribution ...................................................................................................... 9

Escheatment .................................................................................................................. 10

Restricted Stock .............................................................................................................12

Corporate Actions ..........................................................................................................14

IRS Notices .....................................................................................................................15

Tax Forms and Descriptions .......................................................................................... 16

Tax ID Certification and W-8/W-9 Forms ................................................................... 22

Cost Basis ...................................................................................................................... 24

Lost Stock Certificate and Dividend Check ................................................................. 26

Direct Registration System ........................................................................................... 28

Glossary .......................................................................30

Common Financial Acronyms & Abbreviations ..........................................................30

Financial Terms ..............................................................................................................31

TABLE OF

CONTENTS

Click below on desired chapter for quick access

INTRODUCTION

Shareholder Education: Navigating the

Evolving Securities Environment

Congratulations — you’re a shareholder! But, what does

that really mean?

The realm of securities transactions and management continues to increase in

complexity due to technological advances and regulatory changes. Shareholders

and issuers both play important roles in ownership, but their responsibilities differ.

Many shareholders do not know their rights and responsibilities or what it means to

be a shareholder.

Being a shareholder comes with advantages, but you also have responsibilities

to protect your investment by maximizing the benefits of the programs available

through your transfer agent or employer. For example, you may have an option

to reinvest dividends and purchase stock directly through your transfer agent.

Shareholders should be aware of the importance of logging into their account

annually, the importance of cashing their dividend checks regardless of the amount,

keeping their address current, maintaining proof of ownership via certificate, saving

your statement in a safe place, and monitoring any corporate action such as a

merger or acquisition. These are just a few of the key informational and transactional

items relevant to shareholders.

Ensuring that the shareholders we serve have the right information is of paramount

importance to AST. AST leads a shareholder education mission to develop content

and media, including publications, webinars and information guides designed to

provide valuable insights. We created the AST Shareholder Toolkit to walk you through

what it means to be a registered shareholder. The guide provides basic information on

common terms, responsibilities and requirements, while detailing how shareholders

can transact, inquire and manage their accounts. The AST website also includes

helpful resources in the Knowledge Center tab including FAQs, forms and a glossary.

Disclaimer: This document is intended for informational purposes only and is

not intended to provide legal, investment, financial or other advice. For specific

questions, please contact your financial advisor or legal counsel.

INTRODUCTION (CONT.)

What Does It Mean To Be A Shareholder?

A registered shareholder owns stock directly with a company. This is different from

holding shares with a broker. You may have become an owner by simply investing in

a company of your choice, participating in a stock benefit program by your current or

former employer or inheriting the stock.

By owning a stock directly, you are engaged in a financial relationship between

yourself and the company in which you hold shares, known as the issuer. As in any

financial relationship there are responsibilities on both sides. Steps are taken to

protect against theft, provide accurate withholdings and prompt payments for annual

tax filings. These measures ensure smooth transitions of ownership or address,

safeguard the proper exercising of stock options and preserve your investment from

inadvertent escheatment (capture) by a State Government. You also have the right to

make an impact on the direction of the company in which you own shares through

your proxy vote. As a shareholder, you also receive cash payments (per share) if the

company decides to pay a dividend.

Shareholder responsibilities include:

• Tax certification (Form W-8 or Form W-9 as applicable)

• Responding to letters and calls to verify contact

• Maximizing the advantages of stock benefit plans

• Programs including Dividend Reinvestment and Direct Stock Purchase Plans

While this may seem like work, your transfer agent can assist you. AST prepared this

document to empower shareholders, employee plan participants and investors to

increase their knowledge of the industry through education. If you are a registered

shareholder, your transfer agent is responsible for the administration of your holdings.

If you own shares through a brokerage account, different rules may apply and you

should consult your brokerage firm.

To guide your journey and ease you through the various shareholder responsibilities,

AST has separated your requirements and options into a few categories. Remember

these are general guidelines and not advice. You should always consult your own tax,

financial or legal advisors for counsel on your situation.

AST has additional educational guides that address primary questions about each

topic. Some of the resources available include:

• Shareholder Central Guide

• Restricted Stock Guide

• Transfer of Ownership Package

• Tax Compliance Guide

• Unclaimed Property Guide

SHAREHOLDER

ACCOUNT

INFORMATION

Why is it important to maintain an active address?

It is of utmost importance to always maintain a current address with your transfer

agent. AST conducts various mailings on behalf of our issuers and it is the most

common way we communicate with our shareholders. Financial regulations require

that certain types of notices always be sent to a physical address. Failure to maintain

an active address may result in mailings being returned to us, missing scheduled

dividend payments, and overlooking important information related to your holdings.

In some cases, your account may become dormant due to inactivity, resulting in your

assets being turned over to the state in accordance with abandoned property laws.

How do I update my address?

The most efficient method for updating your address is by accessing your

account online. If AST is the agent, shareholders can log in using the following link:

https://www.astfinancial.com/login.

Select the “Individuals” radio button, and then select “Login” under Shareholder

Central to login. Click on the “Account Holdings” drop down menu and select

“Account Information,” then click Update Address.

Alternatively, you can contact AST via email, fax or in writing to have the account

address updated. For security purposes, if you cannot access the account online, you

must request the update in writing along with any documents evidencing your capacity.

Any third party acting as attorney-in-fact for a shareholder must include a copy of the

power of attorney document, as well as a notarized affidavit/statement indicating that

the principal is living, and the document is still in full force and effect.

You may contact AST with address changes or questions as follows:

• Live Assistance: Call 1.800.937.5449 and follow the prompts for a live representative.

• Non-U.S. Shareholders: 718.921.8124

• Email Correspondence: [email protected]

• Write To: AST, 6201 15th Avenue, Brooklyn, NY 11219

What if I move temporarily?

AST is aware that some shareholders have seasonal or temporary addresses, so

our system includes the option for shareholders to maintain a seasonal address.

Shareholders must indicate the precise dates they will be at that location to ensure

that mail is delivered appropriately.

What if I want my dividends sent directly to my bank?

A shareholder can advise in writing and provide the full address if they would like their

dividends mailed directly to another financial institution. Shareholders can also enroll

in direct deposit on the AST Shareholder Central portal.

How do I access my AST online account?

The Shareholder Central portal was designed to provide strong data security for

shareholders.

Click here or navigate to astfinancial.com/login and select “Individuals.” If you have

never accessed Shareholder Central before, click “Register” under Shareholder

Central, and follow the prompts to create a Security Profile, Unique ID and Password.

If you have already registered and know your Unique ID and Password, click “Login”

under Shareholder Central.

What should I do if I forget my unique ID or password?

Click here or navigate to https://us.astfinancial.com/oForgotUserId to reset your user

ID or password.

If you answer the security questions you setup during your registration process

correctly, your unique ID or password will be reset. If not, contact the AST support

desk at (888) 999.0032 or email [email protected] for assistance.

How can I change my unique ID and/or password?

Please note unique IDs cannot be changed. To change your password, login to your

account at https://www.astfinancial.com/login and navigate to the My Profile tab,

which contains password change instructions.

How can I safeguard my password?

Make passwords long, strong and a minimum of eight characters. Please note, your

password cannot be anything similar to your previous assigned 12 passwords and it

cannot be your unique ID, your first name or last name.

• Your password should be a mix of upper and lowercase letters, numbers and

symbols

• Don’t share your password

• Your password(s) should be unique and not something that can easily be guessed

• Choose a different password for each online account

• Write down your password and store it in a safe place

Why am I not able to register my account?

There are several reasons an account cannot be registered for online access:

• The Social Security Number / Tax ID Number entered does not match our records.

• The account number you entered is invalid

• Certain classifications of ownership do not have online access to account

information: Individual IRAs, Corporate Entities, Non-Resident U.S. Citizens and

Resident Aliens.

What should I do if I am locked out of my account?

After five incorrect login attempts, you will be locked out of your account. You may

use the password reset link to reset your password via our easy self-service option.

SHAREHOLDER ACCOUNT INFORMATION (CONT.)

TRANSFER

OF SHARES

What is a transfer?

An exchange of ownership of property from one party to another. Some transactions,

like a name change or custodian change may also be considered a transfer.

What is the difference between a Registered vs. Beneficial Shareholder?

A registered owner holds shares with the company directly. A beneficial owner holds

shares indirectly through a bank or a broker. It is most commonly referred to as being

held in street name. The most significant difference is that registered shareholders

receive publications and other forms of correspondence from the Transfer Agent,

while beneficial shareholders receive communication via their brokerage firm.

How do I transfer shares?

In order to transfer shares, certain documents are required depending on the current

registration at the transfer agent. Typically, a transfer of ownership with a Form W-9

must be completed with a medallion signature guarantee (see below). A description of

the registration types and requirements can be found in AST’s transfer of ownership

package at https://www.astfinancial.com/knowledge-center/forms.

What happens to my shares when I die?

Upon the death of an owner, if you leave a will, your beneficiaries will have to wait

until your estate is probated to inherit your stocks or as dictated by other governing

laws in the state in which the shareholder was domiciled. If the registration on the

transfer agent’s records reflects a beneficiary ownership such as a transfer on death

(payable on death or trust) the assets can be transferred to the beneficiary listed with

certain transfer documents.

What is a medallion signature guarantee?

A medallion signature guarantee verifies the authenticity of a signature and helps to

confirm that a transfer of securities is authentic. This is done through a stamp and

signature combination. A medallion signature guarantee is required when securities

need to be transferred from one party to another or for any transaction that is

considered a transfer.

Where can I obtain a medallion signature guarantee?

You can obtain a medallion signature guarantee from a bank, savings and loan

association, brokerage firm or credit union. Go to http://www.msglookup.com/search.

html to find a guarantor. The guarantor will typically ask for the following:

• Documentation showing the exact and complete ownership of the security

• Documentation showing the value of the transaction

• Documentation showing your legal authority (if you are signing on behalf of

another individual)

• Photo identification

• Proof of name change as a result of marriage, divorce or legal name change

What is a medallion signature Guarantee waiver?

A medallion signature guarantee waiver is offered to enable the transfers of shares

with an aggregate value of $10,000 or less on the date on which the transfer request

is signed. You can obtain a waiver for the medallion signature guarantee requirement

by submitting the necessary transfer documents, a check payable to the transfer

agent, a copy of a valid government issued identification with a signature (such as a

driver’s license or a passport), and if applicable, supporting documents reflecting your

capacity to act on behalf of the shareholder.

How do you make sure your signature is acceptable?

The presenter of the transfer documents must sign in their legal capacity according to

the existing registration on record at the transfer agent and not the new registration.

For example, if the existing registration is John Doe and Jane Doe Joint Tenant,

it needs to be signed by both John and Jane. If the shareholder is deceased, the

transfer forms must be signed by the executor/administrator of the estate of the

decedent. If the shareholder is not deceased, but is deemed incompetent or unable

to sign, documentary evidence must be submitted to the transfer agent supporting

their role/relationship to the shareholder. Any document requiring the affixation of

a medallion signature guarantee must be done in the presence of the guarantor of

the medallion signature guarantee. It is important to note that a power of attorney

becomes null and void once the maker is deceased.

Why is a W-8 or W-9 required?

This is required to certify your tax ID (U.S. holders) or verify your country of residence

(non-U.S. holders), and avoid backup withholding upon the liquidation of your assets.

Please refer to the tax certification section for further details.

Reinvest Dividends (if applicable, for DRIP shares only):

When a transfer includes Dividend Reinvestment Plan (DRIP) shares, if the new owner

would like to keep the shares enrolled in the company’s reinvestment program, they

can check the box next to YES on their transfer package in order to reinvest their

dividends. Users can also enroll online.

How can I transfer and sell my shares?

If the company has a Direct Stock Sale Plan, you can sell the shares through the

company appointed transfer agent. You will need to include a signed letter of

instruction with your transfer request and provide the name of the security, account

number and the number of shares you would like to sell.

What is a stock certificate?

A stock certificate is documentation of a shareholder’s ownership in a corporation. It

indicates the number of shares owned by an individual, the par value (if any), the class

of stock and date of issuance. Original stock certificate(s) must be presented to the

transfer agent to effectuate a transfer of ownership.

TRANSFER OF SHARES (CONT.)

TRANSFER TYPES

AND SECURITY

REGISTRATIONS

Common transfer types include:

• Transfer from single or joint owner

• Transfer due to name change

• Transfer due to deceased owner

• Custodial transfer

Examples of Security Registrations:

• Joint Tenancy: Form of ownership where two or more individuals hold shares as

joint tenants with rights of survivorship. When one tenant dies, the entire tenancy

transfers to the surviving tenants.

EX: JOHN BROWN & MARY BROWN JT TEN

• Tenants by Entirety: Joint ownership permits spouses to mutually own property

as a single legal entity, with the survivor becoming the sole owner.

EX: JOHN BROWN & MARY BROWN TEN ENT

• Tenants in Common: Form of ownership where each tenant owns undivided

interest. When one tenant dies, their interest passes to the estate.

EX: JOHN BROWN & MARY BROWN TEN COM

• Community Property: Form of ownership required by states that have adopted

community property laws for shares owned by husband and wife.

EX: JOHN BROWN & MARY BROWN COMMUNITY PROPERTY

• Transfer or Payable on Death: Form of ownership where stock is 100 percent

property of owner. When the owner dies, 100 percent ownership is transferred to

the beneficiary listed.

EX: JOHN BROWN TOD MARY BROWN OR JOHN BROWN POD MARY BROWN

• Custodial: Form of ownership set up for the benefit of a beneficiary and

administered by a legal guardian or custodian who has a fiduciary obligation to the

beneficiary.

EX: JOHN BROWN CUST MARY BROWN UNDER UNIF GIFT TO MINORS ACT CA

EX: ABC BANK AGENT FOR MARY BROWN UA DTD 9-20-80

• Trust: A legal entity in which one person or institution (trustee) holds the right to

manage a property or assets for the benefit of someone else (trust beneficiary). The

creator of the trust is known as a grantor or settlor.

EX: JOHN BROWN, TRUSTEE THE MARY BROWN REV LVG TR UA DTD 2/3/91

What are book-entry shares?

Investments with ownership recorded electronically, such as stocks and bonds,

are known as book-entry shares. Common terms that are often used with book-

entry shares include paperless shares, electronic shares, DRS shares, digital stock

certificates and uncertificated shares.

What should I do if I lose my certificate?

If your stock certificate is lost, accidentally destroyed or stolen, you should

immediately contact the company appointed transfer agent and request a stop transfer

to prevent ownership of the securities being transferred from your name. The transfer

agent will send affidavits to replace the shares which require a Lost Securities Bond

from an insurance company.

How do I keep my shares safe?

We recommend the following:

1) Set up an online account with the transfer agent and periodically review your

ownership

2) Physical stock certificates should be held in a safety deposit box with a financial

institution or deposited electronically with your transfer agent for safekeeping

3) Request to convert your physical stock certificates to book-entry shares

4) Notify your transfer agent if you are moving to maintain a current address with agent

5) Notify your next of kin of your stock ownership or make provisions in your will

regarding your beneficiaries

What is an inheritance tax waiver and how can I determine if one is needed?

An inheritance tax waiver is an authorization by the tax department of a deceased’s

estate to transfer the securities of the deceased without charging taxes. Most states do

not require an inheritance tax waiver. However, if the deceased resided in Puerto Rico

or any states listed below, you must submit the inheritance tax waiver to the company

appointed transfer agent when transferring those shares.

• Alabama

• Hawaii

• Illinois

• Indiana

• Missouri

• Montana

• New Jersey

• New York

• North Dakota

• Ohio

• Oklahoma

• Pennsylvania

• Rhode Island

• Tennessee

To determine the specific inheritance tax waiver requirements for the states listed

above, please contact the appropriate tax authority, such as the Department of

Revenue, Tax Commission, Department of Treasury, etc.

TRANSFER TYPES AND SECURITY REGISTRATIONS (CONT.)

Important Note: Please ensure your address is always up to date with your

transfer agent or broker to avoid missing critical information and to prevent your

property from being escheated.

DIVIDEND

DISTRIBUTION

When a company declares a dividend, this sends a strong signal about its solid

performance and financial well-being. Companies often provide shareholders

with easy options for reinvestment to grow their investment in the company. AST

works closely with companies to create direct stock purchase plans and dividend

reinvestment strategies.

What is a dividend?

A dividend is money or stock that is paid to shareholders, normally out of the

corporation’s current earnings or accumulated profits. It is a distribution (usually

quarterly) of a portion of the company’s earnings, decided by the board of directors

to a class of its shareholders.

How is a cash dividend paid?

Generally, when a company declares a cash dividend, they notify the transfer agent of

the board of directors’ decision on a record date and payable date and the dividend

rate to pay the shareholders on their record date holdings in company shares. Once

this is completed, the transfer agent processes the dividend on a certain record date

(this is a date that the company decides on for the amount of shares the shareholders

are holding at that time to pay on). The transfer agent will then send a funding letter

to the company to verify and confirm the number of shares held as of the record

date and the amount due from the company to pay the dividend. When verified, the

company will send the funds to the transfer agent for distribution to shareholders on

the payable date provided.

How are funds distributed?

On the payable date, the funds can be distributed in one of four ways:

1) The shareholder can have them sent, via a physical check to the current name

and address on file

2) A direct deposit ACH sent to the bank account on file (if allowed by the company

paying the dividend)

3) In some instances, a fee-based wire transaction

4) If a company permits and a shareholder elects dividend reinvestment, the

funds can be reinvested into additional shares of company stock within a

shareholder’s account

Important Note: Please ensure your address is always up to date with the

transfer agent so physical checks, statements, tax and ACH notices are sent to

the correct destination.

ESCHEATMENT

What is escheatment?

Escheatment is the act of reporting property in which the rightful owner has made

no claim, engaged in no transaction or given no instruction for a time period meeting

the dormancy determined by each state. Property that qualifies for the escheatment

process includes uncashed company-issued checks and abandoned stock. Escheated

assets are transferred to the state for safekeeping until the rightful owner makes a

claim on the assets.

Common forms of unclaimed property include stocks, checking or savings accounts,

uncashed dividends or payroll checks, refunds, traveler’s checks, trust distributions,

unredeemed money orders or gift certificates, insurance payments or refunds, life

insurance policies, annuities, certificates of deposit, customer overpayments, utility

security deposits and contents of safe deposit boxes.

How can you avoid escheatment and keep your property?

Stay in contact with your transfer agent by taking the following actions:

• Vote your proxy.

• Cash all checks no matter how small. In some states, the existence of uncashed

checks in an account may cause the property in that account to be considered

unclaimed.

• Enroll in direct deposit if it is available to you.

• Notify your transfer agent and any other financial institutions of any changes

to your contact information, including email and any changes of address. It’s

important to do this even if you primarily view your account information online.

• Act if you receive calls or notices asking you to update your mailing address, email

address or other contact information. To guard against identity theft, contact the

institution directly to verify that it requested the update.

• Consolidate small accounts to reduce management tasks and limit the risk of

forgetting an account.

• Contact your transfer agent and other financial institutions with at least once each

year by phone, email, in person or by logging into your online account.

Respond to mailings from the transfer agent:

Be attentive to mailings and respond to them promptly. Transfer agents mail several

types of letters during the year to the last known address, as required by law. If you

receive one of these mailings, please sign it and return it as soon as possible in the

envelope provided. If you receive a mailing from a third party and are unsure of its

legitimacy, contact the transfer agent directly.

How do I reclaim property that has been escheated?

Once your property has been turned over to the state you can recover it by contacting

the appropriate state. A list of contact addresses and phone numbers can be found at:

https://www.missingmoney.com/Main/StateSites.cfm

Links to important industry sites:

• State Contact Information: https://www.missingmoney.com/Main/StateSites.cfm

• Shareholder Services Association (SSA): https://www.shareholderservices.org/

• Securities Transfer Association (STA): http://www.stai.org/

• National Association of Unclaimed Property Administrators (NAUPA):

https://unclaimed.org/

• MissingMoney.com: https://www.missingmoney.com/en/

ESCHEATMENT (CONT.)

RESTRICTED

STOCK

What does it mean to have restricted shares?

Restricted shares are securities acquired in unregistered, private sales from the issuer

or from an affiliate of the issuer. Typically received through Regulation D offerings,

employee stock benefit plans or as compensation for professional services. Restricted

securities are subject to resale limitations. They typically have a restrictive legend

stating that they cannot be resold in the public marketplace unless the sale is exempt

from the SEC’s registration requirements. This restriction is imposed by the issuer of

the securities. These shares can be issued to you in certificate or book-entry form

held electronically by the issuer’s transfer agent.

Controlled shares are held by an affiliate of the issuer. If a shareholder obtains

securities from a controlling individual as described above who has been identified

as an affiliate, the securities will be considered restricted securities, even if such

securities were not otherwise restricted.

There are several types of restricted securities. Below are common restricted

securities handled by a transfer agent:

• Private Placement: securities acquired either directly or indirectly from the issuer

or an affiliate of the issuer in a non-public transaction.

• Accredited Investors or Compensatory Benefit: securities acquired from the

issuer subject to the resale limitations of the Securities Act of 1933 (the Securities

Act) Rule 502(d) or Rule 701(c).

How do I sell my restricted shares?

It depends on the type of restriction imposed by the issuer of the security. Securities

are not considered restricted if the requirements of Rule 144 under the Securities

Act of 1933 are met. When this occurs, securities may be sold or transferred by the

shareholder. Rule 144 provides common exemptions for holders to sell restricted

securities and you must meet several conditions which include a six-month or one-

year holding period. Once you meet all the conditions of Rule 144, you cannot sell

your restricted securities to the public until the legend is removed from the certificate

or book-entry position.

• If the shares carry a 1933 Act legend, you must obtain an opinion from the issuer’s

counsel. The counsel will consider the conditions that you have met under Rule 144.

• If the issuer has filed a registration statement with the SEC (Securities & Exchange

Commission) and you are listed on that registration statement, your shares may be

sold by your broker of choice as long as the registration statement has not been

rescinded and is deemed still in effect. Your broker will be able to direct you and

provide the necessary documents to effectuate the sale of your shares.

• If the issuer of the security imposed a restriction specific to certain requirements

being met with them, a letter of authorization to release the restrictive stop must be

provided from that issuer. You may choose to sell your clean (unrestricted) shares

through your transfer agent if a plan prospectus is in place or with any broker of

your choice.

Be in the know:

1. Know your status with the issuer (affiliate or non-affiliate)

2. Understand holding periods needed prior to sale

3. Request items needed to remove restriction with the issuer or transfer agent

4. Does a sale need to occur prior to restriction being removed?

5. Check with your broker to see if they are capable of performing a sale

How do I gain access to my locked-up shares?

The issuing company may impose a time-based or other company-imposed restrictive

stop on newly-issued or outstanding shares. In order to release or remove any

company-imposed restrictive stop, we require a letter from the issuer authorizing the

release of their lock-up; only the issuer of the security can provide this authorization.

If it is a time-based restrictive stop, the lapse in time must have occurred in order to

gain access to your time-based locked up shares. If shares are held in certificate form,

it must be presented to the issuer’s transfer agent in order to cleanse your shares.

RESTRICTED STOCK (CONT.)

CORPORATE

ACTIONS

What is a corporate action?

A corporate action is an event initiated by a company that will bring a change to

the securities equity or debt issued by the company. The event can be a merger,

reorganization or exchange, which require intense planning, strategy and attention to

detail. Corporate actions are typically agreed upon by a company’s board of directors

and authorized by the shareholders.

What is an acquisition?

An acquisition is a corporate action in which a company buys most, if not all, of the

target company’s ownership stakes to assume control of the firm. Acquisitions are

often made as part of a company’s growth strategy when it is more beneficial to take

over an existing firm’s operations rather than expands its own niche. Acquisitions are

often paid in cash, the acquiring company’s stock or a combination of both cash and

stock. To obtain information on the acquisition you can visit the company’s website or

contact the information agent or the transfer agent.

In order to participate in the voluntary offer, you must submit both a letter of

transmittal and your certificates to the depositary agent prior to the expiration. It is

recommended to send certificates via overnight mail or certified return receipt insured

at the market value of the shares. If your certificates are lost, you need to contact the

transfer agent to have them replaced to participate in the offer.

What is a merger?

A merger is the combining of two or more companies. Generally, one company offers

stockholders securities in the acquiring company in exchange for the surrender of

their stock.

The target company ceases to trade once the merger is effective. The merger can be

in the form of cash, stock or a combination of cash and stock. When the merger is

effective the target shareholder is entitled to the merger consideration.

In order to receive your merger consideration, you must submit a letter of transmittal

and your certificates to the exchange agent. It is recommended to send certificates

via overnight mail or certified return receipt insured at the market value of the shares.

If your certificates are lost, you will need to contact the transfer agent to have them

replaced to receive your merger consideration.

What should I do if there is a corporate action?

Go to the company’s website, contact the Investor Relations department via their

toll-free number or if you know who the transfer agent is, contact them for further

direction. With an acquisition or merger you should receive a mailing with materials

pertaining to the corporate action.

Important Note: Please ensure your address is always up to date with your transfer

agent or broker to avoid missing critical information and to prevent your property from

being escheated. Additionally, ensure your account is tax certified with your broker or

transfer agent to avoid any tax withholding from your merger considerations.

IRS NOTICES

B-Notices

B-Notices are issued by the IRS for missing or incorrect taxpayer identification

numbers (TINs), based on the information return forms that a transfer agent files

during tax reporting with the IRS. The ‘official’ IRS names for B-Notices are CP2100

& CP2100A. The CP2100 is issued whenever a payer has 50 or more notices. If there

are more than 250 notices the CP2100 will be given to the issuer on a CD or DVD. A

CP2100A is issued when there are less than 50 accounts. The IRS issues B-Notices

twice per year, during the spring and then during the fall based on the information

returns filed in the previous year. Transfer agents are required to determine if an

account is to be coded for a first and second B-Notice. A second B-Notice is issued

when the IRS receives incorrect information for the same shareholder, within three

years after the first B-Notice was issued. Transfer agents are required to apply

backup withholding of 28 percent within 30 days on all payments to an account with

a first or second B-Notice that remains unresolved.

B-Notices are issued to uncertified foreign accounts that had backup withholding,

but transfer agents are not required to act on those notices.

C-Notices

C-Notices are issued by the IRS for underreporting by a shareholder, based on

the information returns that the transfer agent and others have filed during tax

reporting. The official IRS name of C-Notices is a CP-543 Notice. The IRS issues

a C-Notice to instruct payers that they should impose backup withholding on

dividend or interest payments to the shareholder, because the IRS has made

attempts to resolve the underreporting with the shareholder, but they were

unsuccessful in their efforts. Unlike B-Notices, it must be noted that C-Notices

do not apply to gross proceeds payments.

For accounts coded for a C-Notice, the transfer agent mails a C-Notice letter to the

shareholder informing them that we have received the CP-543 Notice from the IRS and

that backup withholding will continue, until they contact the IRS and resolve the issue.

The only cure for a C-Notice is a letter from the IRS, instructing the payer to

discontinue backup withholding on the payments to the affected shareholder. Once

the transfer agent receives the discontinue notice we will stop any further backup

withholding on payments.

Notices on Levy

A Notice of Levy, IRS Form 668-A(ICS) is issued to a shareholder by the IRS as a

means of collecting taxes owed. The Levy instructs the transfer agent to turn over

the shareholder’s property to the IRS, which includes selling any book shares that

we control, and any uncashed checks that we have on our system. The transfer

agent issues a check for the liquidated assets of the shareholder to the United States

Treasury in order to satisfy the Notice of Levy.

TAX FORMS

AND DESCRIPTIONS

Typical IRS Forms

Note: Forms may change on an annual basis as per IRS rules and guidelines.

There are various forms used for tax reporting based on the type of income to be

reported and whether the shareholder is a U.S. or a foreign shareholder.

Form 1099-B

• Used to report all gross proceeds payments to U.S. shareholders and to uncertified

shareholders with foreign addresses, because there was backup withholding

imposed on their payments.

• The mailing deadline for Form 1099-B is February 15 of the year following the

tax year that is being reported. If February 15 falls on a weekend or is a national

holiday, the due date is the next business day.

• The IRS does offer a 30-day mailing extension that must be requested by the

due date of February 15. The current version of Form 1099-B can be found at:

https://www.irs.gov/pub/irs-pdf/f1099b.pdf

Form 1099-B

2021

Proceeds From

Broker and

Barter Exchange

Transactions

Copy 1

For State Tax

Department

Department of the Treasury - Internal Revenue Service

OMB No. 1545-0715

VOID CORRECTED

PAYER’S name, street address, city or town, state or province, country, ZIP

or foreign postal code, and telephone no.

PAYER’S TIN RECIPIENT’S TIN

RECIPIENT’S name

Street address (including apt. no.)

City or town, state or province, country, and ZIP or foreign postal code

Account number (see instructions)

CUSIP number FATCA filing

requirement

14 State name 15

State identification no.

16 State tax withheld

Applicable checkbox on Form 8949

1a Description of property (Example: 100 sh. XYZ Co.)

1b Date acquired 1c Date sold or disposed

1d Proceeds

1e Cost or other basis

1f Accrued market discount

1g Wash sale loss disallowed

Short-term gain or loss

Long-term gain or loss

Ordinary

3 If checked, proceeds from:

Collectibles

QOF

4 Federal income tax withheld

5 If checked, noncovered

security

6 Reported to IRS:

Gross proceeds

Net proceeds

7 If checked, loss is not allowed

based on amount in 1d

8 Profit or (loss) realized in

2021 on closed contracts

Unrealized profit or (loss) on

open contracts—12/31/2020

Unrealized profit or (loss) on

open contracts—12/31/2021

11 Aggregate profit or (loss)

on contracts

12 If checked, basis reported

to IRS

13 Bartering

Form 1099-B

www.irs.gov/Form1099B

Form 1099-B

There is a de minimis

rule for Forms 1099-B,

stipulating that transfer

agents are not required to

mail, or report aggregated

annual income of less than

$20.00. (related to the sale

of fractional shares).

TAX FORMS AND DESCRIPTIONS (CONT.)

Form 1099-DIV

• This form is used to report dividend income to U.S. shareholders.

• There is a de minimis rule for Form 1099-DIV, stipulating that transfer agents are

not required to mail, or report aggregated annual income of less than $10.00.

• The mailing deadline for Form 1099-DIV is January 31 of the year following the tax

year that is being reported. If January 31 falls on a weekend or is a national holiday,

the due date is the next business day.

• The IRS offers a 30-day mailing extension that must be requested by the due

date of January 31. The current version of Form 1099-DIV can be found at:

https://www.irs.gov/pub/irs-pdf/f1099div.pdf

Form 1099-DIV

2021

Dividends and

Distributions

Copy 1

For State Tax

Department

Department of the Treasury - Internal Revenue Service

OMB No. 1545-0110

VOID CORRECTED

PAYER’S name, street address, city or town, state or province, country, ZIP

or foreign postal code, and telephone no.

PAYER’S TIN RECIPIENT’S TIN

RECIPIENT’S name

Street address (including apt. no.)

City or town, state or province, country, and ZIP or foreign postal code

FATCA filing

requirement

Account number (see instructions)

1a Total ordinary dividends

1b Qualified dividends

2a Total capital gain distr.

2b Unrecap. Sec. 1250 gain

2c Section 1202 gain

2d Collectibles (28%) gain

Section 897 ordinary dividends

2f Section 897 capital gain

3 Nondividend distributions

Federal income tax withheld

5 Section 199A dividends

6 Investment expenses

7 Foreign tax paid

Foreign country or U.S. possession

Cash liquidation distributions

Noncash liquidation distributions

11 Exempt-interest dividends

12 Specified private activity

bond interest dividends

13 State 14

State identification no.

15 State tax withheld

Form 1099-DIV

www.irs.gov/Form1099DIV

TAX FORMS AND DESCRIPTIONS (CONT.)

Form 1042-S

• This form is used to report all income to foreign shareholders. There are specific

codes used to define the type of income.

• The mailing deadline for Form 1042-S is March 15 of the year following the tax year

that is being reported. If March 15 falls on a weekend or it is a national holiday, the

due date is the next business day.

• The IRS does offer a 30-day mailing extension that must be requested by the

due date of March 15. The current version of Form 1042-S can be found at:

https://www.irs.gov/pub/irs-pdf/f1042s.pdf

Form 1042-S

Department of the Treasury

Internal Revenue Service

Foreign Person’s U.S. Source Income Subject to Withholding

▶

Go to www.irs.gov/Form1042S for instructions and the latest information.

2021

UNIQUE FORM IDENTIFIER

AMENDED

AMENDMENT NO.

OMB No. 1545-0096

Copy A for

Internal Revenue Service

1 Income

code

2 Gross income

3 Chapter indicator. Enter “3” or “4”

3a Exemption code

3b Tax rate .

Exemption code

4b Tax rate .

5 Withholding allowance

6 Net income

7a Federal tax withheld

7b Check if federal tax withheld was not deposited with the IRS because

escrow procedures were applied (see instructions) . . . . . .

7c Check if withholding occurred in subsequent year with respect to a

partnership interest . . . . . . . . . . . . . .

8 Tax withheld by other agents

Overwithheld tax repaid to recipient pursuant to adjustment procedures (see instructions)

( )

10 Total withholding credit (combine boxes 7a, 8, and 9)

11 Tax paid by withholding agent (amounts not withheld) (see instructions)

12a Withholding agent

’

s EIN

12b

Ch. 3 status code

12c

Ch. 4 status code

12d Withholding agent

’

s name

12e Withholding agent

’

s Global Intermediary Identification Number (GIIN)

12f Country code 12g Foreign tax identification number, if any

12h Address (number and street)

12i City or town, state or province, country, ZIP or foreign postal code

13a Recipient

’

s name 13b Recipient

’

s country code

13c

Address (number and street)

13d City or town, state or province, country, ZIP or foreign postal code

13e Recipient’s U.S. TIN, if any

13f Ch. 3 status code

13g Ch. 4 status code

13h

Recipient

’

GIIN

13i

Recipient

’

foreign tax identification

number, if any

13j

LOB code

13k Recipient

’

s account number

13l Recipient

’

s date of birth (YYYYMMDD)

14a

Primary Withholding Agent

’

Name (if applicable)

14b Primary Withholding Agent

’

s EIN

15 Check if pro-rata basis reporting

15a

Intermediary or flow-through entity’s EIN, if any

15b

Ch. 3 status code

15c

Ch. 4 status code

15d

Intermediary or flow-through entity’s name

15e

Intermediary or flow-through entity’s GIIN

15f Country code 15g Foreign tax identification number, if any

15h Address (number and street)

15i City or town, state or province, country, ZIP or foreign postal code

16a Payer

’

s name 16b Payer

’

s TIN

16c Payer

’

s GIIN

16d

Ch. 3 status code

16e

Ch. 4 status code

17a State income tax withheld 17b Payer

’

s state tax no. 17c Name of state

For Privacy Act and Paperwork Reduction Act Notice, see instructions.

Cat. No. 11386R

Form 1042-S (2021)

TAX FORMS AND DESCRIPTIONS (CONT.)

Form 1099-INT

• This form is used to report interest income to U.S. shareholders. There is a de

minimis rule for Form 1099-INT stipulating that we do not have to mail, or report

aggregated annual income of less than $10.00.

• The mailing deadline for Form 1099-INT is January 31 of the year following the

tax year that is being reported. If January 31 falls on a weekend or it is a national

holiday, the due date is the next business day.

• The IRS offers a 30-day mailing extension that must be requested by the due

date of January 31. The current version of Form 1099-INT can be found at:

https://www.irs.gov/pub/irs-pdf/f1099int.pdf

Form 1099-INT

2021

Interest

Income

Copy 1

For State Tax

Department

Department of the Treasury - Internal Revenue Service

OMB No. 1545-0112

VOID CORRECTED

PAYER’S name, street address, city or town, state or province, country, ZIP

or foreign postal code, and telephone no.

PAYER’S TIN

RECIPIENT’S TIN

RECIPIENT’S name

Street address (including apt. no.)

City or town, state or province, country, and ZIP or foreign postal code

FATCA filing

requirement

Account number (see instructions)

Payer’s RTN (optional)

1 Interest income

2 Early withdrawal penalty

3 Interest on U.S. Savings Bonds and Treas. obligations

4 Federal income tax withheld

5 Investment expenses

6 Foreign tax paid

Foreign country or U.S. possession

8 Tax-exempt interest

Specified private activity bond

interest

10 Market discount

11 Bond premium

Bond premium on Treasury obligations

Bond premium on tax-exempt bond

Tax-exempt and tax credit

bond CUSIP no.

State

State identification no.

17 State tax withheld

Form 1099-INT

www.irs.gov/Form1099INT

TAX FORMS AND DESCRIPTIONS (CONT.)

Form 1099-MISC

• This form is used to report miscellaneous payments to U.S. shareholders.

The mailing deadline for forms 1099-MISC is January 31 of the year following

the tax year that is being reported, for any firms reporting Employee Compensation

in Box 7.

• The mailing deadline is February 15 of the year following the tax year that is being

reported if not reporting Employee Compensation in Box 7. If January 31 or

February 15 fall on a weekend or are a national holiday, the due date is the next

business day.

• The IRS does offer a 30-day mailing extension that has to be requested by the due

dates of January 31 or February 15. The current version of Form 1099-MISC can be

found at: https://www.irs.gov/pub/irs-pdf/f1099misc.pdf

Form 1099-MISC

2021

Miscellaneous

Information

Copy 1

For State Tax

Department

Department of the Treasury - Internal Revenue Service

OMB No. 1545-0115

VOID CORRECTED

PAYER’S name, street address, city or town, state or province, country, ZIP

or foreign postal code, and telephone no.

PAYER’S TIN RECIPIENT’S TIN

RECIPIENT’S name

Street address (including apt. no.)

City or town, state or province, country, and ZIP or foreign postal code

Account number (see instructions) FATCA filing

requirement

1 Rents

2 Royalties

3 Other income

Federal income tax withheld

5 Fishing boat proceeds

Medical and health care payments

Payer made direct sales

totaling $5,000 or more of

consumer products to

recipient for resale

Substitute payments in lieu of

dividends or interest

Crop insurance proceeds

10 Gross proceeds paid to an

attorney

11 Fish purchased for resale

12 Section 409A deferrals

13 Excess golden parachute

payments

14 Nonqualified deferred

compensation

15 State tax withheld

16 State/Payer’s state no. 17 State income

Form 1099-MISC

www.irs.gov/Form1099MISC

TAX FORMS AND DESCRIPTIONS (CONT.)

IRS Form 3921

• This form is used to provide employees with information relating to incentive stock

options (ISOs) that were exercised during the calendar year.

• Employers provide one Form 3921 for each exercise of ISOs that occurred during

the calendar year.

IRS Form 3922

• This form is used to report the transfer of stock acquired through an Employee

Stock Purchase Plan (ESPP) under Section 423(c).

• The form is for informational purposes only and is not entered into your return.

Form 3921

(Rev. October 2017)

Exercise of an

Incentive Stock

Option Under

Section 422(b)

Copy B

For Employee

Department of the Treasury - Internal Revenue Service

OMB No. 1545-2129

This is important tax

information and is

being furnished to the

IRS. If you are required

to file a return, a

negligence penalty or

other sanction may be

imposed on you if this

item is required to be

reported and the IRS

determines that it has

not been reported.

CORRECTED (if checked)

TRANSFEROR’S name, street address, city or town, state or province,

country, and ZIP or foreign postal code

TRANSFEROR’S TIN EMPLOYEE’S TIN

EMPLOYEE’S name

Street address (including apt. no.)

City or town,

state or province,

country, and ZIP or foreign postal code

Account number (see instructions)

1 Date option granted

2 Date option exercised

3 Exercise price per share

4 Fair market value per share

on exercise date

5 No. of shares transferred

6 If other than TRANSFEROR, name, address, and TIN of

corporation whose stock is being transferred

Form

3921 (Rev. October 2017)

(keep for your records)

www.irs.gov/Form3921

Form 3922

(Rev. September 2016)

Cat. No. 41180P

Transfer of Stock

Acquired Through

an Employee

Stock Purchase

Plan Under

Section 423(c)

Copy A

For

Internal Revenue

Service Center

Department of the Treasury - Internal Revenue Service

File with Form 1096.

OMB No. 1545-2129

For Privacy Act and

Paperwork Reduction

Act Notice, see the

current version of the

General Instructions for

Certain Information

Returns.

2626

VOID CORRECTED

CORPORATION'S name, street address, city or town, state or province,

country, and ZIP or foreign postal code

CORPORATION'S federal identification number

EMPLOYEE’S identification number

EMPLOYEE’S name

Street address (including apt. no.)

City or town, state or province, country, and ZIP or foreign postal code

Account number (see instructions)

1 Date option granted

2 Date option exercised

3 Fair market value per share

on grant date

4 Fair market value per share

on exercise date

Exercise price paid per share

6 No. of shares transferred

7 Date legal title transferred

8 Exercise price per share determined as if the option was

exercised on the date shown in box 1

Form 3922 (Rev. 9-2016)

www.irs.gov/form3922

Do Not Cut or Separate Forms on This Page — Do Not Cut or Separate Forms on This Page

TAX ID CERTIFICATION

AND W-8 / W-9 FORMS

Tax Certification

All U.S. shareholders are required to submit a Form W-9 to certify their Tax

Identification Number (TIN). A TIN is either a Social Security Number (SSN) for

individuals or an Employer Identification Number (EIN) for entities. The transfer

agent is required to impose *backup withholding (currently 28 percent) on payments

to un-certified U.S. shareholders and to deposit those tax amounts with the IRS in a

timely manner.

IRS Form W-9

The Form W-9 is a request for TIN and certification. The transfer agent as a

reporting/paying agent is required by the IRS to collect a Form W-9 or Form W-8

from each shareholder.

IRS Form W-8

The IRS issued several versions of Form W-8 to be used by foreign shareholders for

tax certification. The specific form submitted depends on the type of shareholder.

Form W-8 BEN

W-8 BEN Form is used by individuals. The form is valid starting on the date the form

is signed and ending on the last day of the third succeeding calendar year, unless a

change in circumstances made any information on the form incorrect. Form W-8 BEN:

https://www.irs.gov/pub/irs-pdf/fw8ben.pdf

Form W-8 BEN-E

Form W-8 BEN-E is used by entities. The form is valid starting on the date the form

is signed and ending on the last day of the third succeeding calendar year, unless

a change in circumstances made any information on the form incorrect. Form W-8

BEN-E: https://www.irs.gov/pub/irs-pdf/fw8bene.pdf

If an account is held by a non-resident alien or a foreign entity, the transfer agent

must have a W-8 on file. This information is required for U.S. tax withholding

purposes on income earned in your account. Any uncertified shareholder is subject

to backup withholding.

* Backup withholding is the

method used by the IRS to

assure it collects taxes on

shareholders’ income.

Important: The IRS requires those who are not defined as U.S. citizens or

resident aliens to use the appropriate Form W-8 in place of a Form W-9.

W-9 vs. W-8 Summary

W-9 Form W-8 BEN Form

Filed by U.S. Persons Certifies the individual is the beneficial owner

of the account

Provides withholding agent with

SSN/TIN for reporting purposes

Certifies that the individual is a non-U.S. person

Does not expire unless individual

has a change in circumstance

Expires on the last day of the third succeeding

calendar year after it is signed

Ex: Form W-8 BEN signed on September 30, 2019,

remains valid through December 31, 2022

Voluntary withholding on dividends and gross proceeds from registered shares:

U.S. shareholders can request that the company-appointed transfer agent withhold

tax from their payments, although they are properly certified and not subject to

withholding. The following conditions must be met for voluntary withholding to occur:

• The transfer agent must receive a written request from the shareholder to withhold

their dividend payments. This request can either be a signed letter that is mailed to

the transfer agent or it can be an email from the shareholder to the transfer agent.

• The voluntary withholding request must state the percentage that the shareholder

wants withheld from their dividend payments.

• This request will remain in effect until the shareholder submits a written request to

stop the voluntary withholding.

• The transfer agent will deposit all voluntary withholding amounts with the IRS in a

timely manner.

What are long-term gains or losses?

A long-term capital gain or loss results from the sale of shares that have been owned

for longer than 12 months at the time of sale. The long-term capital gain or loss

amount is determined by the difference in value between the purchase price and sale

price. Long-term capital gains often receive more favorable tax treatment than short-

term gains.

What are short-term gains or losses?

A short-term capital gain or loss results from the sale of shares that you have owned

for less than 12 months. Short-term capital gains or losses are determined by the net

profit or loss when the shares are sold.

TAX ID CERTIFICATION AND W8 / W9 FORMS (CONT.)

What is cost basis reporting and when was it implemented?

The term cost basis reporting refers to the original value of an asset for tax purposes

(usually the purchase price), adjusted for events such as wash sales, stock splits,

dividends and return of capital distributions. This value is used to determine the

capital gain or loss when an asset is discarded. On October 3, 2008, legislation

was passed under the Emergency Economic Stabilization Act of 2008 that had a

substantial impact on many areas of the financial services industry. As part of the

legislation there are more stringent requirements on financial intermediaries such as

issuers, transfer agents, brokers, banks and mutual funds, to report customers’ cost

basis in securities transactions to both their customers and the IRS. Recognizing

financial institutions’ need to adapt their systems and processes to comply with the

new rules, the law takes a phased approach, requiring them to report cost basis for:

• Stock acquired on or after January 1, 2011

• Regulated investment companies (RIC) and dividend reinvestment plans (DRIP)

shares acquired on or after January 1, 2012

• Financial instruments such as debt securities and options acquired on or after

January 1, 2014

What is a covered security?

A covered security is a specified security acquired for cash on or after the applicable

effective date as per IRS Code §1.6045 (g)(3)(A).

When is cost basis applicable?

The Emergency Economics Act of 2008 came into effect on January 1, 2011, it

mandated brokers and transfer agents to maintain cost basis of shares. Shares

acquired prior to that date are considered non-covered, because record of cost basis

was not maintained. In addition, shares acquired via employee restricted plans are

defined by the IRS as non-covered. There is no exchange of cash for the restricted

award, therefore cost basis may not be maintained for shares acquired via vesting of

restricted awards/units.

Can AST provide historical cost basis information?

AST can provide cost basis information for covered securities starting January 1, 2011,

the effective date of the new cost basis reporting legislation. AST will not provide

historical cost basis information prior to this date.

Does AST utilize the DTCC CBRS services to transfer cost basis information?

Yes. AST is a DTCC limited participant and utilizes DTCC CBRS for transferring cost

basis information to and from participating brokers. For more information on DTCC

CBRS, click here.

COST BASIS

How will 1099-B reporting change and will this require a new version of IRS Form

1099-B?

As a result of the 2011 cost basis reporting requirements, the only additional

modifications to the Form 1099-B are the addition of Box 1d stock or other symbol

and Box 1e quantity sold. In order to streamline shareholder reporting, AST has

produced a combined Form 1099-B, which details every covered and uncovered

sales transaction for a particular company on a single form. In effect, a shareholder

will receive one combined Form 1099-B for each group of transactions for a

company, rather than one form for each separate sales transaction. The boxes on

the IRS Form 1099-B are denoted on the combined form for ease of use. All other

required information on the combined Form 1099-B remains the same, except for

symbol and quantity sold as previously noted. Please reference the IRS site for

updated information.

I currently receive an Form 1099-B when I receive a proceed check. Will the Form

1099-B still be provided with the proceeds check?

The Form 1099-B currently distributed with proceed checks (Check/1099 Combo)

will no longer be distributed when sales are made throughout the year. After the tax

reporting year, AST will only provide Form 1099-B at year-end. For example, taxable

transactions in 2016 produce a 2016 1099-B, which is mailed by February 15, 2017.

Were there any changes for S corporations under the updated legislation?

Yes. In the past, no broker or transfer agent reporting on Form 1099-B was required

for corporate customers, including S corporations. The updated legislation requires

broker and transfer agents to begin Form 1099-B reporting for S corporations (other

than a financial institution) for sales of covered securities acquired on or after

January 1, 2012.

What is a wash sale?

A wash sale occurs when you sell stock or securities at a loss and then replace the

stock or security within 30 days. You cannot deduct losses from sales of stock or

securities in a wash sale under IRS rules. For more information on wash sales, refer

to the IRS regulations and IRS Publication 550 – Investment Income and Expenses.

What is lot relief and what methods does AST support?

Lot relief is a method of computing the cost basis of an asset that is sold in a taxable

transaction. AST supports FIFO (First-In-First-Out) and specific lot identification. As of

January 1, 2012, AST continues to support average cost for RICs and DRIP accounts.

What is the current status of the cost basis reporting implementation at AST?

As the next phases of cost basis reporting become effective, financial institutions will

continue to adapt their systems and processes to comply. AST is compliant and is

actively working on implementing cost basis reporting solutions to comply with future

phases of the legislation.

Where can I access the cost basis reporting regulations passed under the

Economic Stabilization Act of 2008?

To view the full act, please visit the IRS site.

COST BASIS (CONT.)

What is a stock certificate?

Documentation of a shareholder’s ownership in a corporation. Certificates indicate the

number of shares owned by an individual, their par value (if any), the class of stock

and date of issuance.

What should I do if I lose my certificate?

If your stock certificate is lost, accidentally destroyed or stolen, you should

immediately contact your transfer agent and request a stop transfer to prevent

ownership of the securities from being transferred from your name to another’s. The

transfer agent may send affidavits to replace the shares which require the purchase of

a Lost Securities Bond from an insurance company.

What is a surety bond?

A bond that guarantees payment if the second party fails to meet the terms of a

contract. The surety bond protects the first party against any losses that result from

the second party’s failure to meet the obligation. There are three parties involved:

• The Principal: the business or individual who will be performing a contractual

obligation

• The Obligee: the party who receives the obligation, which is normally a

government entity

• The Surety: who guarantees the principal’s obligations will be performed

What is a surety premium?

A surety premium is a fee paid by a shareholder to cover insurance for replacing

lost securities or by an estate of a deceased shareholder who transfers shares without

probate.

How do I replace my lost certificate with AST?

A shareholder can access their account online via the AST website or contact our

Shareholder Services department to report their certificate lost, stolen or destroyed.

Upon receipt of the communication, the Lost Securities department will mail, fax

or email Affidavits of Loss forms for completion. The forms will require notarized

signatures of all shareholders along with the quoted surety premium. Additional

documents and information may be required.

What is a replacement check?

When a check is created and sent to a shareholder (e.g.: a cash dividend, a proceeds

check for the sale of shares, escheatment, corporate action or IPO closing, etc.) it

can sometimes be lost, misplaced or damaged. In such an event, the shareholder can

request a replacement check for the funds.

LOST STOCK

CERTIFICATE

OR CHECK

LOST STOCK CERTIFICATE OR CHECK (CONT.)

How do I obtain a replacement check with AST?

There are several ways in which a shareholder can request a replacement check. The

shareholder can go online to www.astfinancial.com or contact AST’s Shareholder

Services department via phone or mail. Once the notification is made a request

is sent to the check replacement department for processing. When it reaches the

department, the proper banks and departments are notified so no excess funds are

distributed. The request can take up to 48 hours to be processed. Once completed

and the new check is created it is mailed via the U.S. Postal Service. Additional

documents and information may be required once you contact the transfer agent.

Important Note: Please ensure your address is always up to date so checks are

printed and sent to the correct destination. You should cash checks regardless of

the dollar amount.

Book-Entry Share Ownership Through A

Direct Registration System

What is a Direct Registration System (DRS)?

A DRS records shares of stock in book-entry form. Book-entry means the issuer’s

transfer agent maintains your shares without the need for a physical stock certificate.

Shares held in uncertificated book-entry form have the same rights and privileges as

shares held in certificate form.

What are the benefits of DRS?

Holding shares in book-entry form through DRS has many benefits. DRS helps reduce

the risks and costs associated with storing stock certificate(s) and replacing lost or

stolen certificate(s). It also enables electronic share transactions between the broker/

dealer and transfer agent. DRS reduces overall administrative costs to the issuer and

its shareholders.

What documents will I receive showing my shares held through DRS?

You will receive a DRS Transaction Advice form following each transaction involving

your shares.

How do I transfer shares to or from my brokerage account or sell shares?

If you wish to transfer or sell your shares you will need to transfer them to your

brokerage account, contact your broker and provide him or her with your DRS

account information (which appears on the Transaction Advice form you receive when

you become a participant in DRS). Your broker will then electronically initiate the

transfer of your book-entry shares based on your instructions.

How do I transfer shares held through DRS to a new owner?

Shares can be transferred to a new owner by contacting the appointed transfer

agent. The instructions to transfer must include a medallion signature guarantee (see

details below).

What will it cost me to hold my shares through DRS?

You will not be charged for holding your shares through DRS. You should contact your

brokerage firm to determine its fees if you transfer your shares to or sell your shares

through a brokerage account.

DIRECT REGISTRATION

SYSTEM DRS

How do I know my book-entry shares are safe and can’t be transferred without

my consent?

Your written consent with a medallion signature guarantee is required by the company

appointed transfer agent to transfer shares to any third party other than your broker.

If you choose to supply a broker with your DRS account information, your broker is

responsible for obtaining instructions and documentation for any transfer or sale.

What is a medallion signature guarantee and how do I obtain one?

A medallion signature guarantee is a statement (stamp and signature) given by a

financial institution such as a commercial bank, credit union, brokerage firm, etc.,

that is a member of the Securities Transfer Association Medallion Program (STAMP),

New York Stock Exchange Program or Stock Exchange Medallion Program (SEMP,

MSP). The medallion program is not a notarization. To obtain a medallion signature

guarantee visit a financial institution that participates in the medallion program.

DIRECT REGISTRATION SYSTEM DRS (CONT.)

GLOSSARY

Common Financial Acronyms & Abbreviations

The financial industry is full of acronyms. Here are some of the most commonly used ones you may come across.

ACH

Automatic Clearing House: the way in which

electronic transfer of funds take place.

ADP

Automatic Data Processing

AMEX

American Stock Exchange

CTA

Co-Transfer Agent

CUSIP

Committee on Uniform Securities Identification

Procedure: CUSIP # is a nine-digit, alphanumeric

number that identifies securities.

DPP or DSPP

Direct (Stock) Purchase Plan

Dividend Reinvestment

DRP or DRIP

Dividend Reinvestment Plan

DRS

Direct Registration System

DTCC

The Depository Trust & Clearing Corporation

EFT

Electronic Funds Transfer

ESOP

Employee Stock Option Plan

ESPP

Employee Stock Purchase Plan

IPO

Initial Public Offering: when a company first becomes

a stock company publicly trading on the market.

Investor Relations

IRA

Individual Retirement Account

IVR / AVR

Interactive Voice Response / Automated Voice

Response: a telephony system that interacts with

callers, gathers information and routes calls to the

appropriate department or recipient.

JT TEN

Joint Tenants: a type of ownership where two or more

people own property together, each with equal rights

and obligations. Upon an owner’s death, that owner’s

interest in the property is transferred to the survivors

without the property having to go through probate.

LLC

Limited Liability Company: a type of legal entity where

risks to owners are limited by law.

Limited Partnership

Letter of Transmittal

NASDAQ

National Association of Securities Dealers Automated

Quotation System

NYSE

New York Stock Exchange

OTC

Over The Counter: stock that is purchased without

a broker

PTA

Prior Transfer Agent

RPO

Returned by the Post Office

GLOSSARY (CONT.)

SEC

Securities and Exchange Commission

STA

Securities Transfer Association

T + 2

Transaction Date (for sale of stock), plus two days

settlement to clear

Transfer Agent

TEN COM

Tenants In Common: a type of stock ownership of

an asset by two or more people who share a specific

portion of ownership rights in an asset and upon the

death of a tenant in common, that share is transferred

to the estate of the deceased tenant.

TEN ENT

Tenants by the Entirety: a type of stock ownership of

an asset by two or more people and upon the death of

a tenant, the asset immediately becomes the property

of the remaining owner or owners.

TIN

Tax Identification Number (in some circumstances

can be Social Security Number) – see language under

Tax Identification Number

TOD/POD

Transfer On Death/Payable On Death

YTD

Year To Date

Financial Terms

1042-S

A tax form provided to foreign owners of American

securities to report the dividend or interest earnings

for the calendar year.

1099

A series of tax forms provided to taxpayers by

financial institutions to report income to the Internal

Revenue Service. There are four common types of

1099 forms:

• 1099-B — Reports the proceeds from the sale or the

exchange of securities

• 1099-DIV — Reports dividend income

• 1099-INT — Reports interest income

• 1099-MISC — Reports miscellaneous income

Abandoned Property

Also called Unclaimed Property, abandoned property

is stocks, bonds or any other holdings or payments

for which the registered owner has not demonstrated

ownership, interest or awareness during a set length of

time (determined by the state of residence.)

Account Balance

Net of debits and credits at the end of a reporting

period. The term applies to a variety of account

relationships. For our purposes, it is the balance/

amount of shares that currently appears on our

system.

Account Executive (AKA Account Administrator)

The role of an account executive / administrator is to

advise and counsel our corporate clients. They act as

the liaison between the corporation and our transfer

services.

Accrued Dividend

Any dividend that has been declared and paid by

the corporation, but has not been received by the

shareholder.

ACH

Automated Clearing House. ACH (also referred to

as EFT) refers to the automatic electronic deposit

or withdrawal of funds from an account. Many

shareholders have their dividend payments made

through ACH directly into their personal accounts.

Acquisition

When a company takes over controlling interest in

another company. (See Merger)

Administrator

An individual named in a court appointment to manage

or distribute a decedent’s estate when there is no will.

ADP (Automatic Data Processing)

ADP acts as an intermediary to perform proxy services

for banks and brokers. ADP distributes proxy material

to beneficial owners, tabulates the returned proxies,

and provides the Corporation or its tabulator compiled

reports of the tabulation results. ADP also distributes

quarterly reports and other company information to

the beneficial owners.

Affidavit of Domicile

A notarized written document that states the legal

residence of a decedent. This is also known as an

Affidavit of Residence.

Affidavit of Loss

A sworn statement describing the details and

circumstances of the lost securities that attests to the

fact that a shareholder is not in possession of his/her

certificate. The affidavit of loss must be notarized and

be completed in duplicate. This affidavit is required

before a bond of indemnity can be issued and the

securities replaced.

Affidavit of Non-Receipt

A notarized form affirming that the shareholder never

received the securities mailed by the transfer agent.

Age of Majority

The age when a minor legally becomes an adult and

can control their assets. The age of majority is not the

same for all states; it is determined by state statutes.

American Depositary Receipt or ADR

Also known as an ADR or GDR. A depositary receipt

is a negotiable certificate that usually represents a

foreign company’s publicly traded equity or debt.

When a broker purchases the company’s shares

on the home stock market and delivers them to the

depositary’s local custodian bank, which then instructs

the depositary bank to issue Depositary Receipts.

Depositary Receipts may trade freely, just like any

other security, either on an exchange or in the over-

the-counter market. Also known as GDRs (Global

Depositary Receipts).

Assignment

The transfer of ownership from one party (the

assignor) to another (assignee), generally relating to

a document with the authorization and instructions

pertaining to the transfer of the ownership of property.

On stocks and bonds, the assignment is executed

by completing the area on the reverse side of the

certificate or by completing an irrevocable stock or

bond power.

Attorney In Fact

An individual who has been authorized to transact

business for another person.

Beneficial Owner

The person or company who is the actual owner of

securities that are registered in the name of a bank

or broker. The entity who receives all the benefits of

ownership, including cash flow, even though title to

a security may be in another name. Title is frequently

held in a name other than that of the beneficial owner

for safety or convenience of transfer.

Beneficiary

A person to whom an inheritance passes as a result

of being named in a will, or the person, company or

organization for which a trust exists.

Bond of Indemnity

A bond of indemnity protects corporations, transfer

agents and their clients from any liabilities incurred if

the original certificate(s) is/are presented for value in

the future. A bond of indemnity can also be obtained

independently from your own insurance provider or an

insurance company of your choice.

Book-Entry (Book Shares)

An account of electronically-held registered shares for

which there are no physical certificates.

Book-Entry Delivery

A method of transferring securities through

computerized entries, which may eliminate the need

for physical securities.

Broker

A person who negotiates the exchange (buying or

selling) of securities and receives a commission or

fee. Brokers are required to be licensed and their

activities are regulated by the Securities and Exchange

Commission.

Broker Dealer

An entity engaged in buying and selling securities both

for its own account and for the accounts of others.

Capital Gain/Loss

The difference between an asset’s purchase price and

selling price. It is a gain when the difference is positive

and it is a loss when the difference is negative.

Cash Acquisition

A cash acquisition is a mutually-agreed upon merger

of two companies in which the stockholders or the

company being acquired receive cash for their shares.

Cash-In-Lieu

Payment for a fractional share. The calculations

of some exchanges result in fractional shares, and

since a certificate is rarely issued for less than one

share, a check is generally issued to the shareholder,

reflecting the share price multiplied by the fraction of

a share owned.

Certificate

An instrument that evidences ownership in a

corporation or debt of the issuer. The printed

document issued by a corporation as evidence of

ownership to its holder; each certificate represents

a specific principal/share amount. NYSE and AMEX

listed corporations must have their certificates steel

engraved on special paper to thwart counterfeiters.

Many companies no longer issue physical certificates.

GLOSSARY (CONT.)

Certificate of Appointment/Court Appointment

A legal document evidencing a person’s present

possession of an office or position (i.e., executor,

administrator, personal representative or trustee).

A dated document issued by the court naming an

individual to act on behalf of an estate. These are also

known as Letters of Testamentary.

Certified Copy

A statement by court or authorized party that the copy

is a true and correct copy and is still in full force and

in effect. In other words, a transfer agent or issuer is

safe in acting on the document when it is presented in

support of a request to transfer securities.

Closed End Fund

A type of mutual fund that raises money only once

and offers a fixed number of shares that are traded on

an exchange. Closed-end funds fluctuate in response

to investor demand as well as to changes in the value

of the fund’s holdings.

Co-Transfer Agent

A co-agent acts as an alternate agent and can transfer

securities. The co-agent delivers the records of all

transfers to the principal transfer agent via electronic

tape.

Common Stock

Common stock is a security issued by a corporation

representing an ownership in the corporation.

Common stockholders have the lowest priority claim

to assets in case of bankruptcy, but can receive a

dividend and usually have voting rights. The price of

common stock varies with the supply and demand

for the stock. The dividend per share varies with the

corporation’s profitability.

Conservator

A person who is named by the court to be legally

responsible for the welfare and property of another

individual.

Consolidation

Two or more accounts belonging to one shareholder

that are to be combined into a single account. Also,

the process of combining two or more security holder

accounts that may have been created by variances in

registration or address.

Conversion

The cancellation of preferred stock, convertible

bonds or debentures or an acquired company’s

stock in exchange for another kind of security.

The exchange rate may change from time to time,

either by prearrangement or because subsequent

stock splits or stock dividends. The movement of

a corporation’s security holder records from one

transfer agent to another.

Convertible Stock

Convertible stock, generally a preferred issue, is

exchangeable for a set number of another type of

security, often common stock.

Corporate Resolution

A legal document bearing the seal of the corporation

from the state in which it is incorporated. The

corporate resolution contains the names and

signatures of company officers who have the authority

to sign for financial transaction on behalf of the firm.

Cost Basis

Cost basis is the price at which the investor

purchased his or her securities. The cost basis is

required to calculate capital gain or loss after the

securities are sold.

Court Appointment

A written document issued by the court that officially

names the individual(s) or institution that can transact

business for the beneficiary. A dated document issued

by the court naming an individual to act on behalf of

an estate. Generally, this document which names the

executor, administrator or personal representative.

Also known as Letters of Testamentary.

Court Order

A direction of the court on some other matter

incidental to the main proceeding which adjudicates

a preliminary point or directs some step in the

proceedings.

CUSIP

A nine digit number used to facilitate transactions of

the securities industries. The first six digits identify

the company, the following two digits represent the

issue, and the final digit is a control number to ensure

the accuracy of the other eight numbers. The word

CUSIP stands for the Committee on Uniform Securities

Identification Procedures.

Custodian

A person or institution legally charged with the

responsibility of safeguarding the property of another.

Custodian for Minor

A Trustee under the Uniform Gifts to Minors Act,

which set up rules for the distribution of assets held

in the name of the child. The act provides for a so-

called custodian of assets. A supervisor of property

belonging to or held in the interest of another. Often

supervision is for minors or persons unable to handle

their own affairs.

Cut Off Date

The date assigned in the unclaimed property law in

most states for determining the items of property that

must be turned over to the state. (Uniform Act Sec. 11(d))

GLOSSARY (CONT.)

Decedent

A person who has died.

Declaration Date

The date on which the Board of Directors declares an

annual meeting record and meeting date, or a dividend

record and payable date.

Declared Dividends

Dividends approved to be paid at a future date by a

corporation’s Board of Directors.

Deposit/Withdrawal At Custodian (DWAC)

DWAC processing through the Depository Trust

Company allows a DTC participant to transfer shares

into and out of the DTC position through the transfer

agent. The DWAC process is handled by our DTC unit

and initiated by the broker.

The Depository Trust & Clearing Corporation (DTCC)

DTCC is a securities depository which accepts

deposits of eligible securities for custody, executes

book-entry deliveries and records book-entry

pledges of securities in its custody, and provides for

withdrawals of securities from its custody. A large

clearing house for banks, brokers and institutions

which allows participants to keep their holdings

of eligible securities on deposit in computerized

book-entry accounts. DTCC holds the underlying

securities in its own vault, or that of a qualified

Transfer Agent, in its nominee name of Cede & Co.

DTCC and other securities depositories facilitate the

settlement of securities trades at the end of each

day without physical movement and reissuance of

stock certificates.

Direct Registration System (DRS)

The DRS records shares of stock in book-entry form.

Book-entry means the issuer’s transfer agent maintains

your shares without the need for a physical stock

certificate. Shares held in uncertificated book-entry

form have the same rights and privileges as shares

held in certificate form.

Direct Stock Purchase Plan (DSPP)

A DSPP enables interested first time individual

investors to purchase a company’s stock directly

from the company or without direct intervention of a

broker. AST has the ability to administer such plans.

They are handled by our Dividend Reinvestment

department. The administrator of the plan also ensures

safekeeping of the shares by registering them directly

on the books of the company making it possible for

shareholders not to hold physical stock certificates.

GLOSSARY (CONT.)

Dividend

A proportion of net earnings paid periodically by the

corporation to its stockholders as a return on investment.

Not all corporations pay dividends to their holders; most

corporations that pay dividends do so quarterly.

Dividend Rate

The rate per share declared by a corporation’s board

of directors that all registered holders are entitled to

receive as a dividend payment.

Dividend Reinvestment

A plan set up by a company that allows its shareholders

to automatically use their dividends to purchase additional

shares of the company’s stock. Dividend Reinvestment

plans vary from company to company and may include

such features as optional cash payments (sending

additional funds to purchase shares); partial investment

(reinvesting a portion of the dividend and receiving cash

for the balance); and safekeeping (depositing certificate

shares with the agent). Many dividend reinvestment plans

charge nominal fees for the purchase or sale of shares.

Divorce Decree

The formal court document that dissolves a marriage

and lists the distribution of marital assets.

Domicile

Legal home or residence.

Due Diligence Letter

A letter sent as a final attempt to locate a holder

before property held (unclaimed or abandoned) is

transferred to the original issuer or to the state of the

last known address. A Due Diligence letter is required

by some states prior to escheatment (the process of

turning over unclaimed funds to the issuer or state).

Effective Date

The section of a fact sheet that refers to the start date

of a particular reorganization appointment.

Electronic Funds Transfer (EFT)

Also known as ACH, EFT refers to the automatic

electronic deposit or withdrawal of funds from an

account. Many shareholders have their dividend

payments made through EFT directly into their

personal accounts.

Employee Stock Option Plan (ESOP)

A plan under which employees of a company are

issued stock options—the right to purchase shares

of the company’s stock at a set price. Option plans

vary widely: some are offered only to the officers

of a company; some are offered to all employees

(broad-based plans); some plans vest (the options

become exercisable by the employees) based on the

stock reaching a certain share price; others vest after a

certain period of time has elapsed.

GLOSSARY (CONT.)

Employee Stock Purchase Plan (ESPP)

Employees of a company offering an ESPP are

permitted to purchase shares of the company’s

stock directly through the company, often by payroll

deductions. Plans that qualify under Section 423(b) of

the IRS tax code can make purchases through payroll

deduction and may receive a discount of up to 15

percent from the Fair Market Value. Non-qualified

ESPPs have fewer restrictions, but do not come with

the tax advantages of qualified plans.

Endorsement

Writing on an instrument by which all rights, title and

interest in such instrument is assigned and transferred

by a registered owner or its authorized agent.

Equity

A shareholder’s ownership of a company.

Erasure Guarantee

A guarantee by an accredited guarantor organization

of any erasure or alteration in a transfer instrument

(such as a stock power or the back of a certificate) to

ensure its integrity.

Escheatment

The process of turning abandoned or unclaimed

properties over to the state or original issuer. The time

that property must be unclaimed or abandoned varies

from state to state, as does whether the property will

revert to the state of the last known address or to the

original issuer.

Estate

All of the property, money, securities and debts of a

person at the time of death.

Executor or Executrix

An individual or trust institution nominated in a will

and appointed by a court to settle the estate of a

deceased person. Also known as an executrix if the

individual is female.

Fiduciary

A person or company who holds in trust the property

of another person or company, or who holds a special

relationship of trust with regard to the company. For

example, a company director as fiduciary has an

obligation and responsibility to manage the assets of

the company. An individual or trust company charged

with the duty of acting for the benefit of another

party, within the scope of the relationship between

them. Fiduciary registrations will have such words as

Executor (EX), Administrator (ADM), Trustee (TR) and

Guardian (GDN).

Final Order of Distribution

The appointment and division, under authority of the

court, of the remainder of the estate of an intestate,

after payment of the debts and charges, among those

who are legally entitled to share in the same.

Fractional Share

Less than a full share of stock. Fractional shares

generally result from either a purchase within

dividend reinvestment accounts or from calculations

from transactions such as exchanges and tenders.

Fractional shares can be maintained in book-entry

accounts, but if the holder wants to have their shares

certificated, the issuer will generally issue a cash-in-

lieu check for the value of the fractional share.

Guaranteed Signature

Provided by a financial institution; a signature

guarantee signifies that the person signing the

document is who they claim to be, and that the

financial institution backs that guarantee by a bond it

has posted as a guarantor.

Individual Retirement Account (IRA)

An IRA allows a person to save money for retirement

in a tax-advantaged way.

Inheritance Tax Waiver

Authorization by the tax department of a decedent’s

state to transfer the securities of a decedent without

imposing any taxes. We are required by some states

to collect an inheritance tax waiver from the estate

representative before transferring securities.

Initial Public Offering (IPO)

A privately held company converts to a public

company by holding an initial public offering of

shares, generally offered by one or more underwriters

(depending on the size of the offering.) There are

significant regulatory and disclosure documents that a

company must file prior to going public.

Joint Tenancy

A form of ownership by two or more persons

concurrently, whereby upon the death of any tenant

the title remains with the surviving tenants, and

ultimately in the last survivor. Also referred to Joint

Tenancy with Right of Survivorship (Jt Ten WROS).

Legal Opinion

(1) Statement as to legality, written by an authorized

official such as a city attorney or an attorney general.

(2) Statement as to the legality of a municipal bond

issue, usually written by a law firms specializing in

public borrowings. It is part of the official statement,

the municipal equivalent of a prospectus. Unless

the legality of an issue is established, an investor’s

contract is invalid at the time of issue and he

cannot sue under it. The legal opinion is therefore

required by a syndicate manager and customarily

accompanies the transfer of municipal securities as

long as they are outstanding.

GLOSSARY (CONT.)

Letter of Administration

A certificate issued by the court showing the

appointment of the administrator of an estate. Also

known as Letters of Testamentary.

Letters of Testamentary

A certificate issued by the court confirming the

appointment of an executor of an estate.

Letter of Transmittal

The letter of transmittal is a letter sent to the

shareholders of a company that is going through

a spin-off, merger, or exchange which explains

what the shareholders need to do to participate. It

includes a form that shareholders must complete

and return with the securities in order to receive

cash-in-lieu payment or exchanged securities. The

Letter of Transmittal (or LT) includes a Form W-9 and

an Affidavit of Loss (to expedite processing if the

shareholder has lost the securities).

Limited Partnership

Two or more partners who conduct a business jointly,

and in which one or more of the partners is liable only

to the extent of the amount of money that partner has

invested. Limited partners do not receive dividends but

have access to income flow and expenses.

Market Value

The current price of a security as indicated by the

latest trade recorded.

Medallion Guarantee

The type of signature guarantee required for the

transfer of securities. The guarantor (who must belong

to a medallion program), by affixing a medallion seal,

certifies that (a) the signature was genuine; (b) that

the signer was the appropriate person to make the

endorsement; and (c) that the signer had the legal

capacity to sign. The guarantor assumes financial

responsibility should the endorsement turn out to

be fraudulent. Medallion program members include

most large U.S. financial institutions, such as banks,

brokerages and credit unions.

Merger

A combination of two or more companies. Merging

companies appoint an exchange agent to exchange

all outstanding shares of one or both companies for

shares in the newly formed company or for cash.

Minor

An individual who is not of legal age. Legal age varies

from state to state. In most states the legal age is 18. In

others it is 21.

Net Asset Value (NAV)

For a mutual fund, it is computed by dividing the assets

in the fund by the number of outstanding shares.

Non-Probated Estate

An estate that has not been administered in a probate

court.

Notary Seal

Provided by a notary public; a notary seal signifies

that the party signing the document has sworn the

contents of the document to be truthful and accurate.

Notice of Meeting

A legal one-page notice to security holders stating

details of the shareholder meeting — the date, time and

place. This page is normally included on the front of

the proxy statement.

Odd Lot

An amount of stock less than a normal trading unit

(which is 100 shares).

Optional Cash Payments

Additional funds sent in by an individual in a dividend

reinvestment plan account, used to purchase

additional shares.

Partnership

Two or more persons (or organizations) who join

their resources in business, sharing both rights and

obligations.

Payable Date

The date on which a corporation makes dividend

payments or interest payments to a Holder. Dividend

payments are generally mailed one or two days prior

to the payable date.

Paying Agent

Receives funds from the issuer and pays dividends

or interest to the entitled stock or bond holders.

Personal Representative

An individual appointed by the court to distribute the

assets of an estate.

Power of Attorney

Instrument authorizing a person to act legally for

another either generally or in a specified manner.

Probate

A court procedure where a will is determined

to be valid or invalid; probate also refers to the

administration of the estate of a decedent, supervised

by a probate court.

GLOSSARY (CONT.)

Proxy

The authority or instrument that permits a

shareholder’s voting right to be granted to an agent of

the shareholder.

(A) A proxy card is the voting instrument created by

the issuer and sent to the shareholders for the

purpose of casting their votes at the shareholder

meeting. This card is used by the transfer agent

for tallying votes on directors, auditors and other

management and shareholder proposals. This card

also assigns the right to vote shares by the proxy

committee for other matters that may be voted

upon at the shareholder meeting. For brokers and

intermediaries (like ADP) it is the card or form

which is sent to beneficial or street name owners.

(B) Legal proxy is a power of attorney executed by a

broker, nominee or individual empowering another

party (usually an individual) to vote shares at a

shareholder meeting.

Proxy Statement

A booklet containing, among other disclosures,

the description of the proposals to be voted upon

at a shareholder’s meeting, the names and brief

biographies of nominees for directorships and a

summary of their salaries and benefits. The content

of the proxy statement is prescribed by SEC rules

and regulations.

Proxy Solicitor

A specialist firm hired to gather proxy votes. A

proxy solicitor can be extremely helpful when non-

discretionary proposals are on the proxy card.

Rate

The per-share cash amount declared by the

corporation and paid to shareholders as of a

designated record date. Also, an exchange ratio

used when converting one security into another.

Record Date

The date on which an investor must be a registered

owner of a company’s stock to be entitled to the

dividend. The record date is generally 15–20 days prior

to the payable date. The board of directors announces

the record and payable dates and the dividend rate on

the declaration date.

Registered Owner

The individual or organization who owns the

securities. The name in which a security is registered

as stated on the certificate itself or on the books of the

paying agent. All principal and interest payments are

made to the registered holder regardless of beneficial

ownership on the record date.

Registration

The format or legal title showing a security’s

ownership.

Restricted Stock

Shares of stock in a corporation that are not freely

transferable. See also Stock Legend.

Reverse ACH

Also known as Reverse EFT. Reverse ACH allows

shareholders enrolled in dividend reinvestment to

make automatic purchases by deducting a set amount

directly from their checking or savings account.

Reverse Stock Split

A decrease in the corporation’s total number of

outstanding shares accompanied by a proportionate

increase in the value per share. Shareholders must

surrender their certificates in a reverse split, and new

ones will be issued to them. (Example: A one for two

reverse stock split — if the holder owned 10 shares

valued at $25 per share, after the split they will own 5

shares valued at $50 per share).

Safekeeping

Providing basic secure storage for securities, deeds

and contracts. These documents are accepted for

deposit and receipts are issued. Documents are

delivered back to the depositor on demand. The

storage and protection of customers’ securities

provided as a service by a bank or institution acting as

agent for the customer.

Securities Act of 1933

The truth in securities act requires the filing of a

statement and the use of a prospectus.

Securities Act of 1934

Regulates national securities, listing securities,

purchase and sale of securities via an exchange and

the creation of the SEC.

Securities and Exchange Commission (SEC)

The SEC regulates the activities of securities traders.

The SEC ensures that investors are fully informed

about securities being offered for sale and prevents

misrepresentations and other types of fraud involved

with securities transactions.

Shareholder

A person owning shares of stock in a company.

Small Estate Affidavit

A notarized document which states the value of

the estate and the individual who can distribute the

proceeds from the estate.

GLOSSARY (CONT.)

Spin-Off

The restructuring of a company that occurs when

part of the corporation is severed for the purpose of

creating a separate operating company and shares in

the new company are distributed to shareholders of

the parent.

Stock Dividend

Distribution of profit to shareowners in the form

of additional shares of stock, proportionate to the

shareowner’s holdings.

Stock Split

An increase in the corporation’s total number of

outstanding shares accompanied by a proportionate

decrease in the value per share. Example: In a two for

one stock split, the shareholder receives an additional

share for every share that they owned on the split’s

record date. If the holder owned 10 shares valued at

$100 per share, after a two for one split they will own

20 shares valued at $50 per share.

Stock/Bond Power

A form that when properly filled out will provide the

necessary information for transfer of a stock. A stock

power is used when the owner is not available or when

a large number of certificates are involved.

Stop Transfer Notation

A block placed against a security reported as a non-

receipt or lost, stolen, destroyed or misplaced, so it

cannot be transferred. There are also temporary stop

notations as well that are placed against a security

for a variety of reasons, i.e., documents were mailed

under separate cover or special mailing instructions.

Street Name

Also known as nominee name. A type of account

maintained by large institutions to safe keep the

securities of individual investors. A brokerage, for

example, will maintain all of the holdings of its

individual client investors in one large street name

account so that they can make trades and transfers

quickly and easily. Also known as nominee name.

Successor Trustee

A trustee who follows or succeeds an earlier trustee

and who generally has all the powers of the earlier

trustee. Trust instruments generally make provision for

the appointment of successor trustees.

Survivor

The living owner named in the registration of

securities.

T + 2

Trade +two days. A rule that requires all purchases

and sales of securities to be settled by the second

business day following the trade.

Taxpayer Identification Number (TIN)

A nine-digit number under which American citizens

and institutions report income for taxation purposes.

For individuals, it is their Social Security Number.

Legal entities such as corporations and trusts are

assigned a TIN for tax reporting.

Tenancy by the Entirety

Joint ownership of real property by a husband and

wife, with the survivor becoming the sole owner.

Tenancy in Common

Shared ownership of property by two or more persons

with the interest of each tenant passing on to his/her

heirs upon his/her death.

Transfer on Death (TOD)

A form of registration that allows the registered owner

to designate a beneficiary.

Trade Date

The date that the purchase or sale of securities is

made.

Transfer

The conveyance of right, title and/or interest in

property from one person to another.

Transfer Agent

A transfer agent is appointed by a company to

maintain records of its stock and bond holders, to

cancel and issue certificates and resolve problems

arising from lost, stolen or destroyed certificates, and

disburse dividends for dividend-paying companies.

A transfer agent is often a commercial bank or trust

company, although some large corporations act as

their own agent.

Trustee

A person or organization appointed to manage

the property of a trust. An agent appointed to

administer and keep the records of an employee

stock plan or a publicly traded bond issue or similar

kind of investment.

Uniform Gift to Minors Act (UGMA)

A statute adopted by most states to govern ownership

and determine transferability of a gift of securities to

a minor.

GLOSSARY (CONT.)

Form W-8

This form, which is similar to a W-9, is used as a

written declaration by a shareholder that he/she is

not a citizen of the United States of America and not

subject to taxation here. In a reorganization foreign

holders are required to complete this form to receive

full compensation on a merger, redemption, or

recapitalization plan. If they do not complete this form

to identify themselves as not subject to U.S. tax laws,

the IRS requires that taxes be withheld.

Form W-9

This is a form used by the IRS as a result of TEFRA

(Taxpayer Equity and Fiscal Responsibility Act)

passed by Congress in 1984. Under this legislation,

the taxpayer must supply the correct TIN to financial

institutions who report income from stock, bonds

and other securities to the IRS. Every eligible

taxpayer is supplied with a Form W-9, which must

be filled out with the correct TIN information, signed

and returned. Taxpayers who fail to supply AST

with the TIN numbers are subject to a withholding

penalty of 31 percent of the proceeds of their

reportable transactions.

Waiver of Probate

A notarized form that contains most of the same

information contained in the small estate affidavit. In

addition, the form states an insurance bond premium

amount (two percent of the value of the stock) which

is required to transfer the stock. The premium is

calculated in the same way that we calculate a loss

security bond. The bond is a protection for the transfer

agent in case other heirs or creditors try to make claim

on the stock after it has been transferred. We will send

waivers whenever the estate is not probated.

Withholding

Monies that payers are required to withhold from

dividends, interest payments or sales. A paying agent

will withhold for several reasons, including failure of

a security holder to certify his/her TIN or if they are

instructed to do so by the IRS. The withholding rate for

and uncertified TIN is 31 percent. All withheld funds

are turned over to the IRS.

Year to Date (YTD)

The time span from the beginning of the calendar year

through the present day. Fiscal YTD would apply to a

company’s fiscal year.

MORE INFORMATION:

Visit: astfinancial.com

Email: [email protected]

Call: 800.937.5449

Non-U.S. Shareholders: 718.921.8124