uestions and Answers on the DTCC Common Stock Reallocation
1. What is the purpose of the requirement that Participants own shares?
Having all Common Shares in the hands of Participants ensures that such Participants (1) are appropriately
invested in the business of DTCC and (2) through the election of members of the Board of Directors of DTCC
(the “DTCC Board”), are given a voice in the governance and activities of the Clearing Agencies, including the
kinds and quality of services provided and the service fees charged.
2. How does the reallocation work? Will all Participants be required to purchase Common Shares, or
only some Participants? Will any Participants be required to sell Common Shares?
Certain Participants, which are referred to as “Mandatory Purchaser Participants”, are required to purchase and
own Common Shares in amounts proportionate to their respective use of the services of the Clearing Agencies.
Accordingly, any such Participant will be (1) required to purchase Common Shares to the extent, if any, that a
share deficiency exists (i.e., the amount of Common Shares such Participant currently owns is less than the
amount such Participant is required to own) and (2) required to sell Common Shares to the extent, if any, that
a share excess exists (i.e., the amount of Common Shares such Participant currently owns is greater than the
amount such Participant is required to own). Other Participants, which are referred to as “Voluntary Purchaser
Participants”, are permitted but not required to purchase and own Common Shares in amounts proportionate to
their respective use of the services of the Clearing Agencies. Accordingly, any such Participant will be (1)
permitted but not required to purchase Common Shares to the extent, if any, that a share deficiency exists (i.e.,
the amount of Common Shares such Participant currently owns is less than the amount such Participant is
permitted to own) and (2) required to sell Common Shares to the extent, if any, that a share excess exists (i.e.,
the amount of Common Shares such Participant currently owns is greater than the amount such Participant is
permitted to own). Some Participants are not offered Common Shares at all and are therefore not entitled to
purchase any Common Shares.
Under the Shareholders Agreement, the Mandatory Purchaser Participants are those Participants that utilize the
core services of the Clearing Agencies, including the depository and book-entry transfer services of DTC and
the guaranteed services of NSCC and FICC. As a result, the Mandatory Purchaser Participants consist of: (1)
a “Participant” other than a “Limited Participant” of DTC (as defined in the DTC Rules); (2) a “Member” of
NSCC (as defined in the NSCC Rules); (3) a “Member” other than a “Comparison-Only Member” or
“Sponsored Member” of the GS Division (as defined in the GS Division Rules) or (4) a “Member” other than
a “Cash Settling Bank Member” of the MBS Division (as defined in the MBS Division Rules). A Mandatory
Purchaser Participant must also be a Qualified Person as defined in the Shareholders Agreement.
Under the Shareholders Agreement, the Voluntary Purchaser Participants are those Participants other than a
Mandatory Purchaser Participant, as more specifically set forth in the DTC Rules, NSCC Rules, GS Division
Rules and MBS Division Rules. A Voluntary Purchaser Participant must also be a Qualified Person as defined
in the Shareholders Agreement.
3. What will happen to Common Shares that Voluntary Purchaser Participants choose not to purchase?
The Mandatory Purchaser Participants will be obligated to purchase on a pro-rata basis any Common Shares
allocated to, but not purchased by, the Voluntary Purchaser Participants.
