The procedural and IT requirements only apply to those participants who become omnibus account holders and only to the extent of operating such accounts.
Participant holding an omnibus account
Holding an omnibus account operated by KDPW requires direct participation in KDPW. The participation status type relevant to a direct participant holding an omnibus account operated at KDPW where this participant is operating a business outside Poland, which involves the registration of securities recorded in the omnibus account for other persons is “Foreign custodian CSD or Foreign custodian”. Omnibus accounts operated at KDPW are identified with a separate ownership type marked as “4”.
Account operator
The institution of “Account operator” who can be a KDPW direct participant responsible for the technical processing of an omnibus account opened in KDPW for an omnibus account holder. Technical processing means that the omnibus account operator sends and receives all messages used in connection with participation in the depository system of the omnibus account holder. An account operator operates with the existing institution code but is required to obtain additional SWI certificates specifically for the processing of a particular participant holding an omnibus account.
An omnibus account holder may designate an account operator by means of a written declaration to that effect, submitted to KDPW together with a power of attorney granted to the account operator to present and receive on its behalf, in relations with KDPW and other participants, declarations of will in matters related to its participation in the depository system, in particular presented in electronic form, whose execution results in crediting or debiting of the omnibus account operated at KDPW, or the corresponding cash account of the participant. An omnibus account holder operating via an account operator is unable to communicate directly with the kdpw_stream system. Appointment of an account operator requires written consent of the participant to perform this function. The appointment of an omnibus account operator is an optional service used as an alternative to the option of the holder of an omnibus account operated at KDPW sending and receiving messages directly.
Account segregation
As omnibus account operators are, specifically, withholding agents for income tax at a flat tax rate, the omnibus account holder is required to provide information to the extent necessary for the entity which operates the omnibus account to adequately execute activities set out in tax legislation and the Act on Trading in Financial Instruments. In particular, an omnibus account holder is required to disclose to the operator of the omnibus account the total quantity of securities owned by legal persons and the total quantity of securities owned by natural persons. For this purpose an obligation to register securities by type of beneficial owner is introduced for omnibus accounts opened at KDPW. As a consequence, every omnibus account holder must have at least two entity accounts: one for securities registered for legal persons and one for securities registered for natural persons. These registration accounts are differentiated by means of properties assigned to the entity accounts. The property for legal persons is “OMLN” and the property for natural persons is “OMNN”. After the record date for entitlements relating to securities registered in omnibus accounts, KDPW determines the quantity of securities registered in each of the aforementioned entity accounts. Omnibus account holders can send, within the time limits set out in the regulations, an XML message adjusting the securities holding balance records of the groups of beneficial owners. The message does not adjust the balances, only the holding balance records of the groups of taxpayers. Excluding securities from registration in omnibus accounts
In individual cases, KDPW Management Board may decide by means of a resolution that omnibus accounts operated at KDPW cannot register pre-determined securities or securities which meet certain criteria set out in the resolution, especially where due to the properties of securities indicated in the resolution, or in the absence of a complete understanding of their effect, a risk may arise that KDPW cannot adequately perform its obligations as the withholding agent of income tax levied on entities, which operate omnibus accounts arising in connection with the performance of their obligations as issuers.
General Meeting services
On the basis of documents referred to in Article 10a.1 of the Act on Trading in Financial Instruments, issued in connection with a general meeting of a public company held on a given date, participants with the participation status type of Foreign custodian CSD or Foreign custodian prepare and send to KDPW in electronic form lists of beneficial owners of bearer shares entitled to participate in the general meeting, including information on each beneficial owner and reports or documents issued to the owners. The structure of the messages and the rules of completing the messages are the same as those applicable to participants who operate securities accounts.
Deregistering securities from the depository
Participants with the participation status type of Foreign custodian CSD or Foreign custodian are obliged to disclose to the issuer data on beneficial owners of securities deregistered from the depository within the time limit set by KDPW. This means that foreign custodians should structure their relations with entities on behalf of which they register securities registered in an omnibus account in Poland operated for such entities in such a way as to ensure the possibility of performing the above obligation.
Additional information
On the basis of information from omnibus account holders, KDPW determines the net entitlement amount and the withheld tax for an omnibus account holder, taking into account received and accepted data of disclosed beneficial owners. All information relating to paid entitlements provided by participants to issuers of securities are communicated by omnibus account holders via KDPW.
