X0405 TA-1/A 0001288777 XXXXXXXX 084-06112 true LIVE SEC Computershare Trust Co of Canada 298181 100 University Ave 8th floor Toronto A6 M5J 2Y1 N 4162639659 Y 1500 Robert-Bourassa Boulevard 7th Floor Montreal A8 H3A 3S8 530-8th Avenue S.W. Suite 600 Calgary A0 T2P 3S8 510 Burrard Street 2nd Floor Vancouver A1 V6C 3B9 N Y Computershare Investor Services Inc. 084-06111 100 University Avenue 8th Floor Toronto A6 M5J 2Y1 Computershare Inc. 084-05925 250 Royall Street Canton MA 02021 Computershare Trust Company, N.A. 085-11340 250 Royall Street Canton MA 02021 Y Computershare Investor Services Inc. 084-06111 100 University Avenue 8th Floor Toronto A6 M5J 2Y1 Computershare Inc. 084-05925 250 Royall Street Canton MA 02021 Computershare Trust Company, N.A. 085-11340 250 Royall Street Canton MA 02021 Corporation William James Braithwaite 03/03/2000 Chairman of the Board NA true Mary (Lib) Elizabeth Gibson 10/01/2013 Director NA true 05/24/2016 Eric Laflamme 04/01/2013 Director NA true Brian Mitchell Pukier 02/29/2000 Director NA true Edward (Ted) P. Nash 02/01/2015 Director NA true Stuart Swartz 11/18/2008 CEO, President, Director NA true 07/01/2023 Lindsay Ann Horwood 11/20/2000 SVP, General Counsel, Secretary NA true 08/17/2020 Nathalie Clark 08/17/2020 SVP, General Counsel, Secretary NA true 03/18/2022 Wade Jamieson 03/18/2022 SVP, General Counsel, Secretary NA true 01/01/2024 Matthew John Cox 07/23/2008 CEO, President, Director NA true Stephen Port 07/01/2023 SVP, Chief Financial Officer NA true Antonietta De Luca 10/01/2014 Senior Vice President NA true Mark Jacobs 11/18/2008 Senior Vice President NA true Dennis Massicotte 11/18/2008 Senior Vice President NA true 03/31/2020 Jason Murray 07/01/2010 Senior Vice President NA true 02/24/2016 David Nugent 11/18/2008 Senior Vice President NA true Mark McDougall 07/01/2014 Chief Information Officer NA true 11/11/2015 Irvin Steltz 11/12/2014 CIO - North America NA true 11/11/2015 Claude Baksh 05/25/2015 CCO, NA CRO, CPO, CAMLO NA true 12/04/2020 Cheryl Storey 12/04/2020 CCO, CRO, CPO, CAMLO NA true Richard Barber 07/20/2015 Senior Vice President NA true 07/09/2020 Computershare Canada Inc. 12/31/2002 Parent Company E true ACN 081 035 752 Pty. Ltd. 02/27/2004 Parent Company (Indirect) E true Computershare Limited 01/09/2001 Parent Company (Indirect) E true Carlos Leira 11/11/2015 Chief Information Officer - NA NA true Carl Teasdale 11/12/2014 Head of Vendor Management NA true Diane Medeiros 02/24/2016 Senior Vice President NA true 11/15/2024 Bryan Boyd 05/24/2016 Director NA true Laurel Savoy 11/01/2016 Director NA true Irene Choe 01/01/2024 SVP, General Counsel NA true Jacqueline Morrison 01/01/2024 Secretary NA true N N N N N N N Y Georgeson Shareholder Securities Corporation (GSSC) N/A 02/27/2004 SEC Violation of Rules 17a-3(1) and (a)(2) and (a)(11); and Rule 17a-5(a)(2) The SEC Northeast Regional Office, 233 Broadway, New York, NY, has asked GSSC for a letter detailing the procedures in place to safeguard against further infractions of these rules. Computershare Trust Company of Canada Administrative Proceeding 3-12265, Securities Exchange Act Rel... 04/18/2006 SEC Ordered to cease-and-desist from violation of Sections 15(b) and 17(a)(c) of the Securities Exchange Act 1934. Without admitting or denying the findings, on April 18, 2006, the registrant agreed to settle an administrative action by the SEC. See attachment for full description. N Y Registrar and Transfer Company and Thomas L. Montrone In the Matter of Registrar and Transfer Company and Thomas L. Montrone. 09/23/2014 U.S. Securities and Exchange Commission Administrative Proceeding File No. 3-16157: In this matter, Registrar and Transfer Company ("R&T") and certain of its employees violated Section 5 of the Securities Act; its CEO Thomas L. Montrone ("Montrone") caused R&T's violation of Section 5; and R&T and Montrone failed reasonably to supervise certain R&T employees with respect to their violations of Section 5 in connection with 54 unregistered issuances of purportedly unrestricted shares. Respondents were ordered to cease and desist from committing or causing any violations and any future violations of Sections 5(a) and 5(c) of the Securities Act. R&T has been censured. Montrone has been suspended from association in a supervisory capacity with any transfer agent, broker, dealer, investment advisor, municipal security dealer, municipal advisor or nationally recognized statistically rating organization for a period of twelve months, effective on the second Monday following the entry of the Order. R&T will pay the SEC disgorgement, interest, and penalties of $127,667.64; Montrone $25,000. R&T will engage an independent consultant to review and recommend corrective measures of R&T's policies and procedures to prevent future violations of Section 5. N N N N Y Georgeson Shareholder Securities Corporation (GSSC) N/A 12/06/1999 Minnesota Department of Commerce Withdrawal of broker-dealer application. Ordered pursuant to State Statute Section 80A.05 subd.1 (1994) that GSSCs application for broker-dealer be withdrawn since application was pending with the department with no activity for 120 days. N N Y Computershare Securities Corporation Letter of Acceptance, Waiver, and Consent (AWC) 02/13/2006 National Association of Securities Dealers Regulation, Inc. Computershare Securities Corporation (CRD 107023, Chicago, Illinois) submitted a Letter of Acceptance, Waiver and Consent in which the firm was censured and fined $60,000. Without admitting or denying the findings, the firm consented to the described sanctions and to the entry of findings that it executed securities transactions while failing to maintain its minimum required net capital. The findings stated that the firm failed to comply with SEC Rule 17a-3(a) in that it prepared inaccurate trial balances and net capital computations for numerous months. The findings also stated that the firm failed to comply with SEC Rule 17a-5 in that it filed inaccurate NASD Financial Operational Combined Uniform Single (FOCUS) Part IIA Reports for several months. (NASD Case E8A2005005301) See Above. Georgeson Securities Corporation CRD 46749, New York, New York NASD Case 2006004077101 07/10/2007 National Association of Securities Dealers Georgeson Securities Corporation (CRD 46749, New York, New York) submitted a Letter of Acceptance, Waiver and Consent in which the firm was censured and fined $30,000. Without admitting or denying the findings, the firm consented to the described sanctions and to the entry of findings that it failed to maintain and preserve all of its electronic communications as required by SEC Rule 17a-4. The findings stated that the firm electronically backed-up electronic communications at the end of each day, but failed to capture, maintain and preserve any electronic communication deleted from a user's deleted items folder during the day. See Above. Georgeson Securities Corporation CRD 46749, New York, New York FINRA Case 2009016205701 01/21/2011 Financial Industry Regulatory Authority Georgeson Securities Corporation (CRD 46749, New York, New York) submitted a Letter of Acceptance, Waiver and Consent in which the firm was censured and fined $10,000. Without admitting or denying the findings, the firm consented to the described sanctions and to the entry of findings that it failed to adequately ensure that it maintained a complete record of all free-credits due to customers. The findings stated that this caused the firm's customer reserve computation and books and record to be inaccurate. The findings also stated that the firm failed to include in its customer reserve computation $134,715.60 of customer checks it received on a specific day, thereby miscalculating its customer reserve. The findings also included that instead, the firm relied on a bank statement to determine the credit amounts to include in its reserve formula; the bank statement did not reflect checks that the firm received on the date of the bank statement. See Above. Georgeson Securities Corporation CRD 46749, New York, New York FINRA Case 2016050194001 12/21/2016 Financial Industry Regulatory Authority Georgeson Securities Corporation (CRD 46749) was found to have violated Exchange Act Rule 17a-4, NASD Rules 3110 and 2110, and FINRA Rules 4511 and 2010. The Firm failed to: maintain electronic records in the write once read many ("WORM") format; provide a 90-day notice to its designated examination authority prior to using electronic storage media; implement an audit system regarding the inputting of records in electronic storage media; obtain an attestation from its third-party vendor; and the firm's supervisory system for records storage was deemed not reasonably designed. Georgeson Securities Corporation (CRD 46749) was found to have violated Exchange Act Rule 17a-4, NASD Rules 3110 and 2110, and FINRA Rules 4511 and 2010. The Firm failed to: maintain electronic records in the write once read many ("WORM") format; provide N N N Y Georgeson LLC (GLLC) U.S. District Court of Massachusetts Docket Number 17CR-10367. 11/30/2017 U.S. District Court of Massachusetts In connection with a Deferred Prosecution Agreement ("DPA"), an information containing a single felony count of conspiracy was filed against GLLC. The information states that, in or about and between September 2007 and March 2012, GLLC and others conspired to commit: (1) wire fraud and honest services wire fraud by engaging in a scheme to defraud Institutional Shareholder Services ("ISS") of confidential client voting information regarding whether and how ISS's clients had voted on particular shareholder proposals and of the honest and faithful services of an employee, by providing that employee with tickets to concerts and sporting events; and (2) wire fraud by engaging in a scheme to defraud clients of GLLC by sending them invoices for at least a portion of the cost of the tickets provided to the ISS employee, which falsely described those charges as legitimate expenses that were properly passed on to the clients. A DPA was entered on November 30, 2017. A fine of $4.5 million was paid on December 4, 2017. The DPA provides that, if GLLC fully complies with all of its obligations under the DPA, the U.S. Attorney's Office will dismiss the information with prejudice. N N Cheryl Storey 4162639443 CCO, CRO, CPO, CAMLO 11/25/2024