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PURPOSE: to
establish requirements in relation to the exercise of voting rights in
general meetings of issuers that have their registered office in a Member
State and whose shares are admitted to trading on a regulated market and to
amend Directive 2004/109/EC (“the Transparency Directive”.) LEGISLATIVE
ACT: Directive 2007/36/EC of the European Parliament and of the Council on the
exercise of certain rights of shareholders in listed companies CONTENT: following
an agreement with the European Parliament, the Council adopted in first
reading a Directive on the exercise of voting rights by shareholders of
companies having their registered office in a Member State and whose shares
are admitted to trading on a regulated market. The new Directive amends
Directive 2004/109/EC. It introduces specific requirements with respect to
selected rights of shareholders in relation to general meetings. The Directive
introduces minimum standards to ensure that shareholders of companies whose
shares are traded on a regulated market have a timely access to the relevant
information ahead of the general meeting (GM) and simple means to vote at a
distance. It specifies that companies must ensure equal treatment for all
shareholders who are in the same position with regard to participation and
the exercise of voting rights in the general meeting. It also abolishes share
blocking and introduces minimum standards for the rights to ask questions,
put items on the GM agenda and table resolutions. The Directive allows Member
States to take additional measures to facilitate further the exercise of the
rights referred to in the Directive. The Directive
features the following key provisions: - minimum notice
period of 21 days for most GMs, which can be reduced to 14 days where
shareholders can vote by electronic means and the general meeting agrees to
the shortened convocation period; - Internet
publication of the convocation and of the documents to be submitted to the GM
at least 21 days before the GM; - abolition of
share blocking and introduction of a record date in all Member States which
may not be more than 30 days before the GM; - abolition of
obstacles on electronic participation to the GM, including electronic voting; Right to ask
questions and obligation on the part of the company to answer questions; - abolition of
existing constraints on the eligibility of people to act as proxy holder and
of excessive formal requirements for the appointment of the proxy holder; - disclosure
of the voting results on the issuer's internetsite. ENTRY INTO FORCE: 3 August 2007. TRANSPOSITION: 3 August 2009. Member States which on 1 July 2006
had in force national measures restricting or prohibiting the appointment of
a proxy holder in the case of Article 10(3), second subparagraph, point (ii)
shall transpose Article 10(3) as concerns such restriction or prohibition by
3 August 2012.
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