### manufacturers respond to the energy label by creating ever more efficient products . this technological development leads to products populating mainly the highest classes of the energy label . further product differentiation may be necessary to allow customers a proper comparison , leading to the need to rescale labels . for the frequency of such rescaling a timescale of approximately ten years would be appropriate , taking into account the need to avoid over burdening manufacturers . this regulation should therefore lay down detailed arrangements for rescaling in order to maximise legal certainty for suppliers and dealers . a newly rescaled label should have empty top classes to encourage technological progress and enable ever more efficient products to be developed and recognised . when a label is rescaled , confusion to customers should be avoided by replacing all energy labels within a short timeframe . ### manufacturers respond to the energy label by creating ever more efficient products . this technological development leads to products populating mainly the highest classes of the energy label . further product differentiation may be necessary to allow customers a proper comparison , leading to the need to rescale labels . although for the frequency of such rescaling a timescale of approximately ten years would be desirable , taking into account the need to avoid over burdening manufacturers , any rescaling should only be triggered by a documented overpopulation of the two highest classes . this regulation should therefore lay down detailed arrangements for rescaling in order to maximise legal certainty for suppliers and dealers . before any rescaling , the commission should carry out a thorough preparatory study . a newly rescaled label should have a sufficiently low population of the top two classes to encourage technological progress and enable ever more efficient products to be developed and recognised . when a label is rescaled , confusion to customers should be avoided by replacing all energy labels within a short timeframe .


### they shall , prior to placing a product model on the market , enter into the product database established in accordance with article 8 the information detailed in annex i . ### they shall , prior to placing units of a product model on the market , enter directly into the product database established in accordance with article 8 the information detailed in annex i , or submit this information in a standardised electronic or paper format to the commission .


### the provision of accurate , relevant and comparable information on the specific energy consumption of energy - related products facilitates the customer ' s choice in favour of those products which consume less energy and other essential resources during use . a standardised mandatory label is an effective mean to provide potential customers with comparable information on the energy consumption of energy - related products . it should be supplemented with a product information sheet . the label should be easily recognisable , simple and concise . to this end the existing dark green to red colour scale of the label should be retained as the basis to inform customers about the energy efficiency of products . a classification using letters from a to g has shown to be most effective for customers . in situations where because of ecodesign measures under directive 2009 / 125 / ec products can no longer fall into classes ' f ' or ' g ' , those classes should not be shown on the label . for exceptional cases this should also be extended to the ' d ' and ' e ' classes , although this situation is unlikely to occur given that the label would be rescaled once a majority of product models falls into the top two classes . ### the provision of accurate , relevant and comparable information on the specific energy consumption of energy - related products facilitates the customer ' s choice in favour of those products which consume less energy and other essential resources during use . a standardised mandatory label is an effective mean to provide potential customers with comparable information on the energy consumption of energy - related products . it should be supplemented with a product information sheet . the label should be easily recognisable , simple and concise . to this end the existing dark green to red colour scale of the label should be retained as the basis to inform customers about the energy efficiency of products . a classification using letters from a to g has shown to be most effective for customers . in situations where because of ecodesign measures under directive 2009 / 125 / ec products can no longer fall into classes ' d ' , ' e ' , ' f ' or ' g ' , those classes should not be shown on the label .


### ‘ energy - related product’ means any good or system or service with an impact on energy consumption during use , which is placed on the market and put into service in the union , including parts to be incorporated into energy - related products which are placed on the market and put into service ; ### ‘ energy - related product’ means any good having an impact on energy consumption during use , which is placed on the market and / or put into service in the union , including parts intended to be incorporated into energy - related products covered by this directive which are placed on the market and / or put into service as individual parts for customers and of which the environmental performance can be assessed independently ;


### ‘ energy - related product’ means any good or system or service with an impact on energy consumption during use , which is placed on the market and put into service in the union , including parts to be incorporated into energy - related products which are placed on the market and put into service ; ### ‘ energy - related product’ means any good with an impact on energy consumption during use , which is placed on the market and put into service in the union , including parts to be incorporated into energy - related products which are placed on the market and put into service ;


### this regulation lays down a framework on the indication by labelling and standard product information of the consumption of energy and other resources by energy - related products during use and supplementary information concerning energy - related products in order to allow customers to choose more efficient products . ### this regulation lays down a framework on the indication by labelling and standard product information of the consumption of energy and other resources by energy - related products during use throughout their lifetime , and supplementary environmental and performance information concerning energy - related products in order to allow customers to choose more efficient and sustainable products .


### in order to facilitate the monitoring of compliance and to provide up - to - date market data for the regulatory process on revisions of product - specific labels and information sheets , suppliers should provide their product compliance information electronically in a database established by the commission . the information should be made publicly available to provide information for customers and to allow for alternative ways for dealers to receive labels . market surveillance authorities should have access to the information in the database . ### without prejudice to the member states ' market surveillance obligations , in order to facilitate the monitoring of compliance and to provide up - to - date market data for the regulatory process on revisions of product - specific labels and information sheets , suppliers should provide the required product compliance information electronically or in paper form to be incorporated in a database established and maintained by the commission . the information should be made publicly available in order to provide information to customers and to allow dealers to receive labels in alternative ways . market surveillance authorities should have access to the information in the database .


### they shall display in a visible manner the label provided by the supplier or otherwise made available for a product covered by a delegated act ; ### they shall display in a visible manner , on the appliance or in its immediate proximity , the label provided by the supplier or otherwise made available for a product covered by a delegated act ;


### member states shall designate an authority competent to scrutinise the legality of the cross - border conversion as regards that part of the procedure which is governed by the law of the destination member state and to approve the cross - border conversion where the conversion complies with all the relevant conditions and the proper completion of all procedures and formalities in the destination member state . ### member states shall designate the court , notary or other authority competent to scrutinise the legality of the cross - border conversion as regards that part of the procedure which is governed by the law of the destination member state and to approve the cross - border conversion where the conversion complies with all the relevant conditions and the proper completion of all procedures and formalities in the destination member state .


### member states shall ensure that each of the merging companies makes an offer of adequate cash compensation in the common draft terms of the cross - border merger , as specified in article 122 , to those members referred to in paragraph 1 of this article who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 126 or , in cases where the approval of the general meeting is not required , within two months after the disclosure of the common draft terms of merger referred to in article 123 . member states shall further ensure that the merging companies are able to accept an offer communicated electronically to an address provided by those companies for that purpose . ### member states shall ensure that each of the merging companies makes an offer of appropriate cash compensation in the common draft terms of the cross - border merger , as specified in article 122 , to those members referred to in paragraph 1 of this article who wish to exercise their right to dispose of their shareholdings . the members shall express their intention of invoking their exit right before the general meeting or , in cases where the approval of the general meeting is not required , within one month after the disclosure of the common draft terms of merger referred to in article 123 . member states shall further ensure that the merging companies are able to accept an offer communicated electronically to an address provided by those companies for that purpose .


### it is appropriate therefore to provide procedural and substantive rules on cross - border conversions which would contribute to the abolition of restrictions on freedom of establishment and provide at the same time adequate and proportionate protection for stakeholders such as employees , creditors and minority shareholders . ### it is appropriate therefore to provide harmonised eu procedural and substantive rules on cross - border conversions which would contribute to the abolition of restrictions on freedom of establishment and guarantee at the same time the right to adequate , uniform and proportionate protection for stakeholders such as employees , creditors and minority shareholders .


### member states shall ensure that creditors who are dissatisfied with the protection of their interests provided for in the draft terms of the cross - border conversion , as provided for in article 86d , may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in article 86h . ### member states shall ensure that creditors who are dissatisfied with the protection of their interests provided for in the draft terms of the cross - border conversion , as provided for in article 86d , and who have lodged their objection before the cross - border conversion may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in article 86h .


### member states shall ensure that the company carrying out the cross - border conversion applies not less than two months before the date of the general meeting referred to in article 86i to the competent authority designated in accordance with article 86m , to appoint an expert to examine and assess the draft terms of the cross - border conversion and the reports referred to in articles 86e and 86f , subject to the proviso set out in paragraph 6 of this article . ### member states shall ensure that the company carrying out the cross - border conversion applies not less than two months before the date of the general meeting referred to in article 86i to the competent authority designated in accordance with article 86m for the assessment of the draft terms of the cross - border conversion and the reports referred to in articles 86e and 86f , subject to the proviso set out in paragraph 6 of this article .


### the issue of the pre - division certificate by the member state of the company being divided should be scrutinised to ensure the legality of the cross - border division . the competent authority should decide whether to issue a pre - division certificate within one month of the application by the company has been submitted , unless it has serious concerns as to the existence of an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically but it should be conducted on a case - by - case basis where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months informing the company that the in - depth assessment will be carried out . ### the issue of the pre - division certificate by the member state of the company being divided should be scrutinised to ensure the legality of the cross - border division . the competent authority of the departure member state should decide on the issue of the pre - conversion certificate within one month of the application by the company , unless it has serious concerns as to the existence of an artificial arrangement aimed at tax abuses or abuses in respect of the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically but it should be conducted on a case - by - case basis where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months informing the company that the in - depth assessment will be carried out .


### member states shall ensure that information submitted to the independent expert can only be used for the purpose of drafting the report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the expert may submit a separate document containing any such confidential information to the competent authority , designated in accordance with article 86m and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party . ### member states shall ensure that information gathered by the competent authority can only be used for the purpose of drafting its report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the competent authority may submit a separate document containing any such confidential information to the competent authority , designated in accordance with article 86m and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party .


### member states shall ensure that the independent expert shall be entitled to obtain , from the company carrying out the cross - border conversion , all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports . the expert shall also be entitled to receive comments and opinions from the representatives of the employees of the company , or , where there are no such representatives , from the employees themselves and also from the creditors and members of the company . ### member states shall ensure that the competent authority is entitled to obtain , from the company carrying out the cross - border conversion , all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports . the competent authority shall also be entitled to receive comments and opinions from the representatives of the employees of the company , or , where there are no such representatives , from the employees themselves and also from the creditors and members of the company .


### member states shall designate the authority competent to scrutinise the legality of the cross - border conversion as regards that part of the procedure which is governed by the law of the departure member state and to issue a pre - conversion certificate attesting compliance with all the relevant conditions and the proper completion of all procedures and formalities in the departure member state . ### member states shall designate the court , notary or other authority competent to scrutinise the legality of the cross - border conversion as regards that part of the procedure which is governed by the law of the departure member state and to issue a pre - conversion certificate attesting compliance with all the relevant conditions and the proper completion of all procedures and formalities in the departure member state .


### member states shall ensure that creditors , who are dissatisfied with the protection of their interests provided for in the draft terms of the cross - border division , as provided for in article 160e , may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in article 160j . ### member states shall ensure that creditors , whose rights predate the cross - border division plan , and , who are dissatisfied with the protection of their interests provided for in the draft terms of the cross - border division , as provided for in article 160e , may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in article 160j .


### report of the management or administrative organ to the members ### report of the management or administrative organ to the members and employees


### member states shall designate an authority competent to scrutinise the legality of the cross - border divisions as regards that part of the procedure which concerns the completion of the cross - border division governed by the law of the member states of the recipient companies and to approve the cross - border division where it complies with all the relevant conditions and all the procedures and formalities in that member state have been properly completed . ### member states shall designate the court , notary or other authority competent to scrutinise the legality of the cross - border divisions as regards that part of the procedure which concerns the completion of the cross - border division governed by the law of the member states of the recipient companies and to approve the cross - border division where it complies with all the relevant conditions and all the procedures and formalities in that member state have been properly completed .


### the competent authority shall appoint an independent expert within five working days from the application referred to in paragraph 1 and the receipt of the draft terms and reports . the expert shall be independent from the company carrying out the cross - border conversion and may be a natural or a legal person depending upon the law of the departure member state . member states shall take into account , in assessing the independence of the expert , the framework established in articles 22 and 22b of directive 2006 / 43 / ec . ### if it considers it necessary , the competent authority shall be free to seek the assistance of an independent expert within five working days from the application referred to in paragraph 1 and the receipt of the draft terms and report . the expert shall be independent from the company carrying out the cross - border conversion and may be a natural or a legal person depending upon the law of the departure member state . member states shall take into account , in assessing the independence of the expert , the framework established in articles 22 and 22b of directive 2006 / 43 / ec .


### member states shall ensure that each of the merging companies makes an offer of adequate cash compensation in the common draft terms of the cross - border merger , as specified in article 122 , to those members referred to in paragraph 1 of this article who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 126 or , in cases where the approval of the general meeting is not required , within two months after the disclosure of the common draft terms of merger referred to in article 123 . member states shall further ensure that the merging companies are able to accept an offer communicated electronically to an address provided by those companies for that purpose . ### member states shall ensure that each of the merging companies makes an offer of adequate cash compensation in the common draft terms of the cross - border merger , as specified in article 122 , to those members referred to in paragraph 1 of this article who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 126 or , in cases where the approval of the general meeting is not required , within two months after the disclosure of the common draft terms of merger referred to in article 123 . member states shall further ensure that the merging companies are able to accept an offer valid for information purposes and communicated electronically to an address provided by those companies for that purpose . national law on the form and validity of contracts for the sale and transfer of shares in undertakings shall remain unaffected .


### this directive respects the fundamental rights and observes the principles recognised in particular by the charter of fundamental rights of the european union . ### this directive respects the fundamental rights and the principles recognised in the charter of fundamental rights of the european union , notably the freedom to conduct a business , the workers’ right to information and consultation within the undertaking , the right of collective bargaining and action , the protection in the event of unjustified dismissal , fair and just working conditions , the right to an effective remedy and to a fair trial and has to be implemented in accordance with those rights and principles .


### the commission should carry out an evaluation of this directive . pursuant to paragraph 22 of the interinstitutional agreement between the european parliament , the council of the european union and the european commission on better law - making of 13 april 201652 that evaluation should be based on the five criteria of efficiency , effectiveness , relevance , coherence and value added and should provide the basis for impact assessments of possible further measures . _________________ 52 oj l123 , 12 . 5 . 2016 , p . 1 . ### the commission should carry out an evaluation of this directive . pursuant to paragraph 22 of the interinstitutional agreement between the european parliament , the council of the european union and the european commission on better law - making of 13 april 201652 that evaluation should be based on the five criteria of efficiency , effectiveness , relevance , coherence and value added and should provide the basis for impact assessments of possible further measures . in its assessment , the commission should also take into account the level of protection afforded to employees , creditors and minority shareholders in the implementation of this directive . _________________ 52 oj l123 , 12 . 5 . 2016 , p . 1 .


### the report referred to in paragraph 1 of this article , shall be made available , at least electronically , to the members not less than two months before the date of the general meeting referred to in article 86i . that report shall also be made similarly available to the representatives of the employees of the company carrying out the cross - border conversion or , where there are no such representatives , to the employees themselves . ### the report referred to in paragraph 1 of this article , shall be made available , at least electronically , to the members and representatives of the employees of the company carrying out the cross - border conversion or , where there are no such representatives , to the employees themselves , not less than two months before the date of the general meeting referred to in article 86i .


### member states shall ensure that information submitted to the independent expert can only be used for the purpose of drafting their report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the expert may submit a separate document containing any such confidential information to the competent authority , designated in accordance with article 86m and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party . ### member states shall ensure that information gathered by the competent authority can only be used for the purpose of drafting their report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the competent authority may submit a separate document containing any such confidential information and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party .


### member states shall ensure in order to assess whether the cross - border division constitutes an artificial arrangement within the meaning of article 160d of this directive , the competent authority of the company being divided shall carry out an in - depth assessment of all relevant facts and circumstances and shall take into account at a minimum the following : the characteristics of the establishment in the member states concerned , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the company being divided in the member state of that company and member states of recipient companies . ### member states may ensure , that the competent authority of the company being divided carry out an in - depth assessment of all relevant facts and circumstances , if there are strong , objective suspicions that the company is conducting the cross - border division in order to avoid or breach the law of its member state . an in - depth assessment shall take into account at a minimum the following : the characteristics of the establishment in the member states concerned , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the company being divided in the member state of that company and member states of recipient companies .


### however , the report referred to in paragraph 1 , shall not be required where all the members of the merging companies have agreed to waive this requirement . ; ### however , information referred to in paragraph 1 , , and shall not be required where at least two thirds of the members of the merging companies have agreed to waive this requirement . ;


### member states shall designate the national authority competent to scrutinise the legality of the cross - border divisions as regards the part of the procedure which is governed by the law of the member state of the company being divided , and to issue a pre - division certificate attesting compliance with all relevant conditions , and the proper completion of all procedures and formalities in that member state . ### member states shall designate the court , notary or other authority competent to scrutinise the legality of the cross - border divisions as regards the part of the procedure which is governed by the law of the member state of the company being divided , and to issue a pre - division certificate attesting compliance with all relevant conditions , and the proper completion of all procedures and formalities in that member state .


### the issue of the pre - division certificate by the member state of the company being divided should be scrutinised to ensure the legality of the cross - border division . the competent authority should decide whether to issue a pre - division certificate within one month of the application by the company has been submitted , unless it has serious concerns as to the existence of an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically but it should be conducted on a case - by - case basis where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months informing the company that the in - depth assessment will be carried out . ### the issue of the pre - division certificate by the member state of the company being divided should be scrutinised to ensure the legality of the cross - border division . the competent authority should decide whether to issue a pre - division certificate within one month of the application by the company has been submitted , unless it has serious concerns as to the existence of an intention to abuse the law or to commit a fraudulent act . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically but it should be conducted on a case - by - case basis where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months informing the company that the in - depth assessment will be carried out .


### to allow all stakeholders ' legitimate interests to be taken into account in the procedure governing a cross - border conversion , the company should disclose the draft terms of the cross - border conversion containing the most important information about the proposed cross - border conversion , including the envisaged new company form , the instrument of constitution and the proposed timetable for the conversion . members , creditors and employees of the company carrying out the cross - border conversion should be notified in order that they can submit comments with regard to the proposed conversion . ### to allow all stakeholders ' legitimate interests to be taken into account in the procedure governing a cross - border conversion , the company should disclose at the proper time the draft terms of the cross - border conversion containing the most important information about the proposed cross - border conversion , including the envisaged new company form , the instrument of constitution and the proposed timetable for the conversion . members , creditors and employees of the company carrying out the cross - border conversion should be notified , without unjustified delay in order that they can have sufficient time to submit comments with regard to the proposed conversion .


### where creditors are offered a right to payment , either against a third party guarantor , or against the company resulting from the cross - border conversion of at least equivalent value to their original claim , which may be brought in the same jurisdiction as their original claim , and which is of a credit quality at least commensurate with the creditor ' s original claim immediately after the completion of the conversion . ### where creditors are offered a right to payment , either against a third party guarantor , or against the company resulting from the cross - border conversion of at least the actual value of their original claim , which may be brought in the same jurisdiction as their original claim , and which is of a credit quality at least commensurate with the creditor ' s original claim .


### where appropriate , information on the procedures by which arrangements for the involvement of employees in the definition of their rights to participation in the converted company are determined pursuant to article 86l and on the possible options for such arrangements . ### information on the procedures by which arrangements for the involvement of employees in the definition of their rights to be informed and consulted and , where appropriate , to participation in the converted company are determined pursuant to article 86l and on the possible options for such arrangements .


### member states shall ensure that creditors who are dissatisfied with the protection of their interests provided for in the draft terms of the cross - border conversion , as provided for in article 86d , may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in article 86h . ### member states shall ensure that creditors , whose rights predate the cross - border conversion the draft terms , and who are dissatisfied with the protection of their interests provided for in the draft terms of the cross - border conversion , as provided for in article 86d , may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in article 86h .


### however , in cases of genuine suspicion of fraud based on reasonable grounds , member states may require a physical presence before a competent authority of a member state where relevant information and documents are required be submitted . ### however , member states may in justified exceptional cases of overriding reasons of public interest , require a physical presence before any competent authority , or before any other person or body dealing with , making or assisting in making the online disclosure , where relevant information and documents are required to be submitted .


### in order to assess the accuracy of the information contained in the draft terms of conversion and in the reports addressed to the members and employees and to provide factual elements necessary to assess whether the proposed conversion constitutes an artificial arrangement , an independent expert report should be required to be prepared in order to assess the proposed cross - border conversion . in order to secure the independence of the expert , the expert should be appointed by the competent authority , following an application by the company . in this context , the expert report should present all relevant information to enable the competent authority in the departure member state to take an informed decision as to whether or not to issue the pre - conversion certificate . to this end , the expert should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the expert should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not form part of the expert’s final report which itself would be publically available . ### in order to assess the accuracy of the information contained in the draft terms of conversion and merger and in the report addressed to the members and employees and to provide factual elements necessary to assess whether the proposed conversion constitutes an artificial arrangement , the competent authority should be required to assess the proposed cross - border conversion and merger . in this context , the company should present all relevant information to enable the competent authority in the departure member state to take an informed decision as to whether or not to issue the pre - conversion certificate . to this end , the competent authority should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the competent authority of the departure member state may also in this regard ask questions to the competent authority in the member state of destination . the competent authority should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not be made publically available , but should nevertheless be at the disposal , under confidentiality requirements , to the competent authority and where applicable under national law , to employee representatives .


### the application for the appointment of an expert shall be accompanied by the following : ### the application to the competent authority shall be accompanied by the following :


### member states shall ensure that each of the merging companies makes an offer of adequate cash compensation in the common draft terms of the cross - border merger , as specified in article 122 , to those members referred to in paragraph 1 of this article who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 126 or , in cases where the approval of the general meeting is not required , within two months after the disclosure of the common draft terms of merger referred to in article 123 . member states shall further ensure that the merging companies are able to accept an offer communicated electronically to an address provided by those companies for that purpose . ### member states shall ensure that each of the merging companies makes an offer of appropriate cash compensation in the common draft terms of the cross - border merger , as specified in article 122 , to those members referred to in paragraph 1 of this article who wish to exercise their right to dispose of their shareholdings . the members shall express their intention of invoking their exit right before the general meeting or , in cases where the approval of the general meeting is not required , within one month after the disclosure of the common draft terms of merger referred to in article 123 . member states shall further ensure that the merging companies are able to accept an offer communicated electronically to an address provided by those companies for that purpose .


### the management or administrative organ of the company being divided shall draw up a report explaining and justifying the legal and economic aspects of the cross - border division . ### the management or administrative organ of the company being divided shall draw up a report explaining and justifying the legal and economic aspects of the cross - border division , as well as the implications of the merger for employees .


### member states shall ensure that each of the merging companies makes an offer of adequate cash compensation in the common draft terms of the cross - border merger , as specified in article 122 , to those members referred to in paragraph 1 of this article who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 126 or , in cases where the approval of the general meeting is not required , within two months after the disclosure of the common draft terms of merger referred to in article 123 . member states shall further ensure that the merging companies are able to accept an offer communicated electronically to an address provided by those companies for that purpose . ### member states shall ensure that each of the merging companies makes an offer of adequate cash compensation in the common draft terms of the cross - border merger , as specified in article 122 , to those members referred to in paragraph 1 of this article who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 126 or , in cases where the approval of the general meeting is not required , within two months after the disclosure of the common draft terms of merger referred to in article 123 . member states shall further ensure that the merging companies are able to accept an offer valid for information purposes and communicated electronically to an address provided by those companies for that purpose . national law on the form and validity of contracts for the sale and transfer of shares in undertakings shall remain unaffected .


### the report referred to in paragraph 1 of this article shall be made available , at least electronically , to the members of the company being divided not less than two months before the date of the general meeting referred to in article 160k . that report shall also be made similarly available to the representatives of the employees of the company being divided or , where there are no such representatives , to the employees themselves . ### the report referred to in paragraph 1 of this article shall be made available , at least electronically , to the members of the company being divided , and to the representatives of the employees of the company carrying out the merger conversion or , where there are no such representatives , to the employees themselves not less than two months before the date of the general meeting referred to in article 160k . that report shall also be made similarly available to the representatives of the employees of the company being divided or , where there are no such representatives , to the employees themselves .


### the legal form , name and registered office of the company in the departure member state ; ### the legal form , name , location of the registered office , of the company in the departure member state ;


### member states shall ensure that the company carrying out the cross - border conversion applies not less than two months before the date of the general meeting referred to in article 86i to the competent authority designated in accordance with article 86m , to appoint an expert to examine and assess the draft terms of the cross - border conversion and the reports referred to in articles 86e and 86f , subject to the proviso set out in paragraph 6 of this article . ### member states may decide that a company shall apply not less than two months before the date of the general meeting referred to in article 86i to the competent authority designated in accordance with article 86m , to appoint an expert to examine and assess the draft terms of the cross - border conversion and the reports referred to in articles 86e and 86f , subject to the proviso set out in paragraph 6 of this article .


### the members holding shares with voting rights and who did not vote for the approval of the common draft terms of the cross - border merger ; ### the members holding shares with voting rights who at the general meeting voted for the approval of the common draft terms of the cross - border merger and voiced their intent to make use of the exit right ;


### however , the report referred to in paragraph 1 , shall not be required where all the members of the merging companies have agreed to waive this requirement . ; ### however , information referred to in paragraph 1 , , and shall not be required where at least two thirds of the members of the merging companies have agreed to waive this requirement . ;


### member states shall ensure that a company carrying out a cross - border conversion makes an offer of adequate compensation in the draft terms of the cross - border conversion as specified in the article 86d to the members , referred to in paragraph 1 of this article , who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer which shall not in any event exceed one month after the general meeting referred to in article 86i . member states shall further ensure that the company is able to accept an offer communicated electronically to an address provided by the company for that purpose . ### member states shall ensure that a company carrying out a cross - border conversion makes an offer of adequate compensation in the draft terms of the cross - border conversion as specified in the article 86d to the members , referred to in paragraph 1 of this article , who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer which shall not in any event exceed one month after the general meeting referred to in article 86i . member states shall further ensure that the company is able to receive a valid offer for information purposes that is communicated electronically to an address provided by the company . national law on the form and validity of contracts for the sale and transfer of shares in undertakings shall remain unaffected .


### the directive 2017 / 1132 of the european parliament and of the council41 regulates cross - border mergers of limited liability companies . these rules represent a significant milestone in improving the functioning of the single market for companies and firms and to exercise the freedom of establishment . however , evaluation of these rules shows that there is a need for modifications in cross - border merger rules . furthermore , it is appropriate to provide for rules regulating cross - border conversions and divisions . _________________ 41 directive 2017 / 1132 of the european parliament and of the council of 14 june 2017 relating to certain aspects of company law . ### the directive 2017 / 1132 of the european parliament and of the council41 regulates cross - border mergers of limited liability companies . these rules represent a significant milestone in improving the functioning of the single market for companies and firms and to exercise the freedom of establishment . however , evaluation of these rules shows that there is a need for modifications in cross - border merger rules , especially with a view to ensuring adequate protection for workers , creditors and minority shareholders . furthermore , it is appropriate to provide for rules regulating cross - border conversions and divisions with a view to fostering cross - border company mobility , so as to provide a clear , predictable , adequate up - to - date , inclusive and equitable eu legal framework regarding companies . _________________ 41 directive 2017 / 1132 of the european parliament and of the council of 14 june 2017 relating to certain aspects of company law .


### member states shall provide that any member who has accepted the offer of cash compensation referred to in paragraph 3 , but who considers that the compensation has not been adequately set , is entitled to demand the recalculation of the cash compensation offered before a national court within one month of the acceptance of the offer . ### member states shall provide that any member who has accepted the offer of cash compensation referred to in paragraph 3 , but who considers that the compensation has not been adequately set , is entitled to demand the recalculation of the cash compensation offered before a national court within 15 days of the acceptance of the offer .


### member states shall ensure that the following members of a company carrying cross - border conversion have the right to dispose of their shareholdings under the conditions laid down in paragraphs 2 to 6 : ### member states may provide that the following members of a company carrying out cross - border conversion have the right to dispose of their shareholdings under the conditions laid down in paragraphs 2 to 6 :


### member states shall ensure that a company carrying out a cross - border conversion makes an offer of adequate compensation in the draft terms of the cross - border conversion as specified in the article 86d to the members , referred to in paragraph 1 of this article , who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 86i . member states shall further ensure that a company is able to accept an offer communicated electronically to an address provided by the company for that purpose . ### member states shall ensure that a company carrying out a cross - border conversion makes an offer of adequate compensation in the draft terms of the cross - border conversion as specified in the article 86d to the members , referred to in paragraph 1 of this article , who wish to exercise their right to dispose of their shareholdings . members must express their intention to avail themselves of their exit right before the general meeting . member states shall further ensure that a company is able to accept an offer communicated electronically to an address provided by the company for that purpose .


### the legal form , name and registered office of the company in the departure member state ; ### the legal form , name and location of the registered office , of the company in the departure member state ;


### member states shall ensure that information submitted to the independent expert can only be used for the purpose of drafting the report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the expert may submit a separate document containing any such confidential information to the competent authority , designated in accordance with article 86m and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party . ### member states shall ensure that information gathered by the competent authority can only be used for the purpose of drafting its report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the competent authority may submit a separate document containing any such confidential information to the competent authority , designated in accordance with article 86m and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party .


### the management or administrative organ of each of the merging companies shall draw up a report explaining and justifying the legal and economic aspects of the cross - border merger . ### the management or administrative organ of each of the merging companies shall draw up a report explaining and justifying the legal and economic aspects of the cross - border merger as well as the implications of the cross - border merger for employees .


### to allow all stakeholders ' legitimate interests to be taken into account in the procedure governing a cross - border conversion , the company should disclose the draft terms of the cross - border conversion containing the most important information about the proposed cross - border conversion , including the envisaged new company form , the instrument of constitution and the proposed timetable for the conversion . members , creditors and employees of the company carrying out the cross - border conversion should be notified in order that they can submit comments with regard to the proposed conversion . ### to allow all stakeholders ' legitimate interests to be taken into account in the procedure governing a cross - border conversion , the company should disclose at the proper time the draft terms of the cross - border conversion containing the most important information about the proposed cross - border conversion , including the envisaged new company form , the instrument of constitution and the proposed timetable for the conversion . members , creditors and employees of the company carrying out the cross - border conversion should be notified , without unjustified delay in order that they can have sufficient time to submit comments with regard to the proposed conversion .


### the management or administrative organ of the company carrying out the cross - border conversion shall draw up a report explaining and justifying the legal and economic aspects of the cross - border conversion . ### the management or administrative organ of the company carrying out the cross - border conversion shall draw up a report explaining and justifying the legal and economic aspects of the cross - border conversion , as well as the implications of the cross - border conversion for employees .


### the issue of the pre - division certificate by the member state of the company being divided should be scrutinised to ensure the legality of the cross - border division . the competent authority should decide whether to issue a pre - division certificate within one month of the application by the company has been submitted , unless it has serious concerns as to the existence of an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically but it should be conducted on a case - by - case basis where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months informing the company that the in - depth assessment will be carried out . ### the issue of the pre - division certificate by the member state of the company being divided should be scrutinised to ensure the legality of the cross - border division . the competent authority of the departure member state should decide on the issue of the pre - conversion certificate within one month of the application by the company , unless it has serious concerns as to the existence of an artificial arrangement aimed at tax abuses or abuses in respect of the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically but it should be conducted on a case - by - case basis where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months informing the company that the in - depth assessment will be carried out .


### this directive respects the fundamental rights and observes the principles recognised in particular by the charter of fundamental rights of the european union . ### this directive ensures full respect for the fundamental rights and the principles recognised in the charter of fundamental rights of the european union , including the right to establishment in any member state , freedom to conduct a business , workers’ right to information and consultation within the undertaking , the right of collective bargaining and action , protection in the event of unjustified dismissal , fair and just working conditions , the right to an effective remedy and to a fair trial and the right to protection of personal data .


### it is appropriate therefore to provide procedural and substantive rules on cross - border conversions which would contribute to the abolition of restrictions on freedom of establishment and provide at the same time adequate and proportionate protection for stakeholders such as employees , creditors and minority shareholders . ### it is appropriate therefore to provide harmonised eu procedural and substantive rules on cross - border conversions which would contribute to the abolition of restrictions on freedom of establishment and guarantee at the same time the right to adequate , uniform and proportionate protection for stakeholders such as employees , creditors and minority shareholders .


### these developments in the case - law have opened up new opportunities for companies and firms in the single market in order to foster economic growth , effective competition and productivity . at the same time , the objective of a single market without internal borders for companies must also be reconciled with other objectives of european integration such as social protection , the protection of creditors and the protection of shareholders . such objectives , in the absence of harmonised rules specifically regarding cross - border conversions , are pursued by member states through a number of multifarious legal provisions and administrative practices . as a result , whereas companies are already able to merge cross - border , they experience a number of legal and practical difficulties when wishing to perform a cross - border conversion . moreover , the national legislation of many member states provides for the procedure of domestic conversions without offering an equivalent procedure for converting cross - border . ### these developments in the case - law have opened up new opportunities for companies and firms in the single market to step up their business activities in order to foster economic growth , effective competition and productivity . at the same time , the objective of a single market without internal borders for companies must also be reconciled with other objectives of european integration such as social protection , the protection of creditors and the protection of shareholders . such objectives , in the absence of harmonised eu rules specifically regarding cross - border conversions , are pursued by member states through a number of multifarious legal provisions and administrative practices , creating an unsatisfactory climate in terms of legal certainty , adversely affecting both companies and stakeholders and member states . as a result , whereas companies are already able to merge cross - border , they experience a number of legal and practical difficulties when wishing to perform a cross - border conversion . moreover , the national legislation of many member states provides for the procedure of domestic conversions without offering an equivalent procedure for converting cross - border .


### the members holding shares with voting rights and , who did not vote for the approval of the draft terms of the cross - border division ; ### the members holding shares with voting rights , who at the general meeting voted against the approval of the draft terms of the cross - border division and voiced their intent to make use of the exit right ;


### employers shall consider and respond to requests for flexible working arrangements referred to in paragraph 1 , taking into account the needs of both employers and workers . employers shall justify any refusal of such a request . ### employers shall consider and respond to requests for flexible working arrangements referred to in paragraph 1 , taking into account the needs of both employers and workers . employers shall justify in writing any refusal of such a request . in particular , for parents of children with disabilities and extremely serious illnesses - according to the certifications established by the national health authorities - the rejection of requests for flexible working arrangements shall be expressly forbidden . for workers with children under the conditions indicated , the right to flexible working arrangements is extended until the children reach the age of eighteen .


### this directive applies to all workers , men and women , who have an employment contract or employment relationship . ### this directive applies to all workers , both men and women , who have an employment contract or employment relationship as defined by the law , collective agreements or practice in force in each member state .


### in order to encourage working parents and carers to remain in the work force , those workers should be able to adapt their working schedules to their personal needs and preferences . working parents and carers should therefore be able to request flexible working arrangements , meaning the possibility for workers to adjust their working patterns , including through the use of remote working arrangements , flexible working schedules , or a reduction in working hours , for caring purposes . in order to address the needs of workers and employers , it should be possible for member states to limit the duration of flexible working arrangements , including a reduction in working hours . while working part - time has been shown to be useful in allowing some women to remain in the labour market after having children , long periods of reduced working hours may lead to lower social security contributions translating into reduced or non - existing pension entitlements . the ultimate decision as to whether or not to accept a worker’s request for flexible working arrangements should lie with the employer , specific circumstances underlying the need for flexible working arrangements can change . workers should therefore not only have the right to return to their original working patterns at the end of a given agreed period , but should also be able to request to do so at any time where a change in the underlying circumstances so requires . ### in order to encourage working parents and carers to remain in the work force , those workers should be able to adapt their working schedules to their personal needs and preferences , without , however , abusing this right . working parents and carers should therefore be able to request flexible working arrangements , meaning the possibility for workers to adjust their working patterns , including through the use of remote working arrangements , flexible working schedules , or a reduction in working hours , for caring purposes . in order to address the needs of workers and employers and ensure that they are properly balanced , it should be possible for member states to limit the duration of flexible working arrangements , including provisions for reduced working hours . while working part - time has been shown to be useful in allowing some women to remain in the labour market after having children , long periods of reduced working hours may lead to lower social security contributions translating into reduced or non - existing pension entitlements . the ultimate decision as to whether or not to accept a worker’s request for flexible working arrangements should lie with the employer . specific circumstances underlying the need for flexible working arrangements can change . workers should therefore not only have the right to return to their original working patterns at the end of a given agreed period , but should also be able to request to do so at any time where a change in the underlying circumstances so requires .


### to increase the incentives for workers with children and caring responsibilities , men in particular , to take the periods of leave provided for in this directive , they should have the right to an adequate allowance while on leave . the level of the allowance should be at least equivalent to what the worker concerned would receive in case of sick leave . member states should take into account the importance of the continuity of the entitlements to social security , including healthcare . ### to increase the incentives for workers with children and caring responsibilities , men in particular , to take the periods of leave provided for in this directive , they should have the right to an adequate allowance while on leave . the level of the allowance should be adequate and no less than the amount the worker concerned would receive in case of sick leave . member states should take into account the importance of the continuity of the entitlements to social security , including healthcare .


### member states shall take the necessary measures to ensure that workers have the right to time off from work on grounds of force majeure for urgent family reasons in cases of illness or accident making the immediate presence of the worker indispensable . member states may limit the right to time off from work on grounds of force majeure to a certain amount of time per year or per case , or both . ### member states shall take the necessary measures to ensure that workers have the right to time off from work for urgent family reasons in cases of illness or accident making the immediate presence of the worker indispensable .


### in order to provide greater possibility for parents to use parental leave as their children grow up , the right to parental leave should be granted until the child is at least twelve years old . member states should be able to specify the period of notice to be given by the worker to the employer when applying for parental leave and to decide whether the right to parental leave may be subject to a certain period of service . in view of the growing diversity of contractual arrangements , the sum of successive fixed - term contracts with the same employer should be taken into account for the purpose of calculating the period of service . to balance the needs of workers with those of employers , member states should also be able to decide whether they define if the employer may be allowed to postpone the granting of parental leave under certain circumstances . in such cases , the employer should provide justification for the postponement . given that flexibility makes it more likely that second parents , in particular fathers , will take up their entitlement to such leave , workers should be able to request to take parental leave on a full - time or part - time basis or in other flexible forms . it should be up to the employer whether or not to accept such a request for parental leave in other flexible forms than full - time . member states should also assess if the conditions and detailed arrangements of parental leave should be adapted to the specific needs of parents in particularly disadvantaged situations . ### in order to provide greater possibility for parents to use parental leave as their children grow up , the right to parental leave should be granted until the child is at least fourteen years old . member states should specify the period of notice to be given by the worker to the employer when applying for parental leave . the right to parental leave should not be subject to a certain period of service . in view of the growing diversity of contractual arrangements , the sum of successive fixed - term contracts with the same employer should be taken into account for the purpose of calculating the period of service . to balance the needs of workers with those of employers , member states should also be able to decide whether they define if the employer may be allowed to postpone the granting of parental leave under certain circumstances . in such cases , the employer should provide written justification for the postponement . given that flexibility makes it more likely that second parents , in particular fathers , will take up their entitlement to such leave , workers should be able to request to take parental leave on a full - time or part - time basis or in other flexible forms . it should be up to the employer whether or not to accept such a request for parental leave in other flexible forms than full - time . member states should also assess if the conditions and detailed arrangements of parental leave should be adapted to the specific needs of parents in particularly disadvantaged situations .


### in order to encourage a more equal sharing of caring responsibilities between women and men , the right to paternity leave for fathers to be taken on the occasion of the birth of a child should be introduced . in order to take account of differences among member states , the right to paternity leave should be irrespective of marital or family status as defined in national law . ### in order to encourage a more equal sharing of caring responsibilities between women and men , the right to paternity leave for fathers to be taken on the occasion of the birth or adoption of a child should be introduced . in order to take account of differences among member states , the right to paternity leave should be irrespective of marital or family status as defined in national law .


### in accordance with national circumstances , such as national law , collective agreements and / or practice , and taking into account the powers delegated to social partners , member states shall ensure that workers exercising the rights to leave referred to in article 4 , 5 or 6 will receive a payment or an adequate allowance at least equivalent to what the worker concerned would receive in case of sick leave . ### in accordance with national circumstances , such as national law , collective agreements and / or practice , and taking into account the powers delegated to social partners , member states shall ensure that workers exercising the rights to leave referred to in article 4 , 5 or 6 will receive a payment or an adequate allowance that is no less than the amount the worker concerned would receive in case of sick leave .


### member states shall take the necessary measures to prohibit less favourable treatment of workers on the ground that they have applied for , or have taken , leave referred to in article 4 , 5 or 6 , or on the ground that they have exercised their right to flexible working arrangements referred to in article 9 . ### member states shall take the necessary measures to prohibit discrimination and less favourable treatment of workers on the ground that they have applied for , or have taken , leave referred to in article 4 , 5 or 6 , or on the ground that they have exercised their right to flexible working arrangements referred to in article 9 .


### in accordance with national circumstances , such as national law , collective agreements and / or practice , and taking into account the powers delegated to social partners , member states shall ensure that workers exercising the rights to leave referred to in article 4 , 5 or 6 will receive a payment or an adequate allowance at least equivalent to what the worker concerned would receive in case of sick leave . ### in accordance with national circumstances , such as national law , collective agreements and / or practice , and taking into account the powers delegated to social partners , member states shall ensure that workers exercising the rights to leave referred to in article 4 , 5 or 6 will receive a payment or an adequate allowance at least equivalent to 80% of their salary .


### annually , and for the first time by …52 at the latest , member states shall , in accordance with regulation no 862 / 200753 , communicate to the commission statistics on the numbers of third - country nationals who have been granted an eu blue card and on those whose application have been rejected , specifying those rejected in application of article 6 , as well as on the numbers of third - country nationals whose eu blue card has been renewed or withdrawn , during the previous calendar year . those statistics shall be disaggregated by the citizenship , occupation , length of validity of the permits , sex and age of the applicants , and the economic sector . those statistics for third - country nationals who have been granted an eu blue card shall be further disaggregated into beneficiaries of international protection , beneficiaries of the right to free movement and those who have acquired eu long - term resident status in accordance with article 17 . _________________ 52 four years after the date of entry into force of this directive . 53 regulation no 862 / 2007 of the european parliament and of the council of 11 july 2007 on community statistics on migration and international protection and repealing council regulation no 311 / 76 on the compilation of statistics on foreign workers . ### annually , and for the first time by . . . 52 at the latest , member states shall , in accordance with regulation no 862 / 200753 , communicate to the commission statistics on the numbers of third - country nationals who have been granted an eu blue card and on those whose application have been rejected , specifying those rejected in application of article 6 , as well as on the numbers of third - country nationals whose eu blue card has been renewed or withdrawn , during the previous calendar year . those statistics shall be disaggregated by the citizenship , occupation , length of validity of the permits , sex and age of the applicants , size of the undertaking , and the economic sector . those statistics for third - country nationals who have been granted an eu blue card shall be further disaggregated into beneficiaries of international protection , beneficiaries of the right to free movement and those who have acquired eu long - term resident status in accordance with article 17 . _________________ 52 four years after the date of entry into force of this directive . 53 regulation no 862 / 2007 of the european parliament and of the council of 11 july 2007 on community statistics on migration and international protection and repealing council regulation no 311 / 76 on the compilation of statistics on foreign workers .


### an eu - wide admission system to attract and retain highly skilled workers into the union should be created . member states should issue an eu blue card instead of a national permit to all applicants falling within the scope of this directive . member states should retain the right to issue permits other than eu blue card for any purpose of employment to third - country nationals who fall outside of the scope of this directive , subject to the limitations following from other directives in the area of labour migration . ### an eu - wide admission system to attract highly skilled workers into the union and promote mobility should be created . member states should issue an eu blue card instead of a national permit to all applicants falling within the scope of this directive . member states should retain the right to issue permits other than eu blue card for any purpose of employment to third - country nationals who fall outside of the scope of this directive , subject to the limitations following from other directives in the area of labour migration .


### the concept of highly skilled worker should replace the concept of highly qualified worker in order to emphasise that both formal educational qualifications and equivalent professional experience should be taken equally into account as criteria for admission . according to a council recommendation of 20 december 201232 , the validation of learning outcomes , namely competences 33 acquired through non - formal and informal learning can play an important role in enhancing employability and mobility . it recommends member states to have in place , no later than 2018 , arrangements for the validation of non - formal and informal learning . as mechanisms and arrangements for the evaluation and validation of professional experience are not readily available in all member states , an additional transposition period of two years after the entry into force of this directive should be provided for the provisions related to recognising professional experience in order to enable member states , where necessary , to develop such mechanisms and arrangements . member states’ national contact points on the eu blue card should be involved in effective cooperation with stakeholders and networks in the education , training , employment and youth sectors , as well as other relevant policy areas , for the purpose of recognising professional experience under this directive . _________________ 32 council recommendation of 20 december 2012 on the validation of non - formal and informal learning . 33 recommendation of the european parliament and of the council of 18 december 2006 on key competences for lifelong learning . ### the concept of highly skilled worker should replace the concept of highly qualified worker in order to emphasise that both formal educational qualifications and equivalent professional experience should be taken equally into account as criteria for admission . according to a council recommendation of 20 december 201232 , the validation of learning outcomes , namely competences 33 acquired through non - formal and informal learning can play an important role in enhancing employability and mobility . it recommends member states to have in place , no later than 2018 , arrangements for the validation of non - formal and informal learning . as mechanisms and arrangements for the evaluation and validation of professional experience are not readily available in all member states , an additional transposition period of two years after the entry into force of this directive should be provided for the provisions related to recognising professional experience in order to enable member states , where necessary , to develop such mechanisms and arrangements . member states’ national contact points on the eu blue card should be involved in effective cooperation with stakeholders and networks in the education , training , employment and youth sectors , as well as other relevant policy areas , for the purpose of recognising professional experience under this directive . at least until the establishment of an arrangement for the validation of non - formal and informal learning , every member state should be obliged to verify whether the required professional experience of at least 3 years actually exists , by requesting justifying documents such as recommendations of former employees , former working contracts , job references or certificates of employment before issuing a blue card . the commission should propose guidelines for the required justification documents in order to avoid different interpretations in the member states and a misuse of the blue card system . there is a particular need for minimum verification standards the member states have to apply before issuing blue cards upon professional experience with regards to article 19 i of this proposal . _________________ 32 council recommendation of 20 december 2012 on the validation of non - formal and informal learning . 33 recommendation of the european parliament and of the council of 18 december 2006 on key competences for lifelong learning .


### the simplified procedures shall include processing of applications as provided for in the second subparagraph of article 10 . applicants shall be exempt from presenting the evidence referred to in points and of article 5 and in article 5 . ### the simplified procedures shall include processing of applications as provided for in the second subparagraph of article 10 . applicants may be exempt from presenting the evidence referred to in points and of article 5 and in article 5 .


### an eu - wide admission system to attract and retain highly skilled workers into the union should be created . member states should issue an eu blue card instead of a national permit to all applicants falling within the scope of this directive . member states should retain the right to issue permits other than eu blue card for any purpose of employment to third - country nationals who fall outside of the scope of this directive , subject to the limitations following from other directives in the area of labour migration . ### an eu - wide admission system to attract and retain highly skilled workers into the union should be created in the long run . member states should choose to issue an eu blue card over a national permit to all applicants falling within the scope of this directive . however , as significant differences remain between the member states in the minimum salary levels , social standards and in terms of which kind of highly skilled workers are needed , national schemes remain necessary to overcome those differences at the moment . member states should retain the right to issue permits other than eu blue card for any purpose of employment to third - country nationals who fall outside of the scope of this directive , subject to the limitations following from other directives in the area of labour migration .


### member states may decide to provide for recognition procedures for employers in accordance with their national law or administrative practice for the purpose of applying simplified procedures for obtaining an eu blue card . ### member states shall provide for recognition procedures for employers in accordance with their national law or administrative practice for the purpose of applying simplified procedures for obtaining an eu blue card . member states shall provide clear and transparent information to the employers concerned .


### since eu blue card holders are highly skilled workers contributing to addressing labour and skills shortages in key sectors , the principle of access to the labour market should be the general rule . however , in circumstances where the domestic labour market undergoes serious disturbances such as a high level of unemployment in a given occupation or sector , which may be limited to particular regions or other parts of the territory , a member state should be able to take into account the situation of its labour market before issuing an eu blue card . ### the rational behind the eu blue card scheme is to address labour and skills shortages in key sectors in the eu labour market , consequently member state should have the possibility to check whether the job vacancy could not be filled by a national of that country or another eu citizen or by third country nationals lawfully residing in that member state and already part of the eu’s labour market .


### in order to ensure a sufficient level of harmonisation in the admission conditions throughout the union , both minimum and maximum factors for calculating the salary threshold should be determined . member states should fix their threshold in accordance with the situation and organisation of their respective labour markets and their general immigration policies . ### in order to ensure a sufficient level of harmonisation in the admission conditions throughout the union , both minimum and maximum factors for calculating the salary threshold should be determined by member states that have chosen to introduce such a threshold . those member states should fix it in accordance with the situation and organisation of their respective labour markets and their general immigration policies .


### a simplified procedure for employers which have been recognised for that purpose should be provided , optional for member states . the status of recognised employer should bring specific facilitation in terms of procedures and admission conditions – amounting to a simplified procedure – under this directive and member states should include sufficient safeguards against abuse . where the status of recognised employer is withdrawn during the period of validity of an eu blue card issued under the simplified procedure , regular admission conditions should apply upon renewing that eu blue card , unless the third - country national concerned is employed by another recognised employer . ### a simplified procedure for employers which have been recognised for that purpose should be provided . the status of recognised employer should bring specific facilitation in terms of procedures and admission conditions – amounting to a simplified procedure – under this directive and member states should include sufficient safeguards against abuse . where the status of recognised employer is withdrawn during the period of validity of an eu blue card issued under the simplified procedure , regular admission conditions should apply upon renewing that eu blue card , unless the third - country national concerned is employed by another recognised employer .


### in order to ensure a sufficient level of harmonisation in the admission conditions throughout the union , both minimum and maximum factors for calculating the salary threshold should be determined . member states should fix their threshold in accordance with the situation and organisation of their respective labour markets and their general immigration policies . ### in order to ensure a sufficient level of harmonisation in the admission conditions throughout the union , minimum factors for calculating the salary threshold should be determined . member states should fix their threshold in accordance with the situation and organisation of their respective labour markets and their general immigration policies .


### beneficiaries of international protection as defined in article 2 of directive 2011 / 95 / eu of the european parliament and of the council34 have a wide set of rights including labour market access in the member state having granted them protection . in order to further promote social inclusion of these persons and enhance their labour market opportunities across the union , those who are highly skilled should be entitled to apply for an eu blue card . they should be subject to the same rules as any other third - country national falling within the scope of this directive , while holding the statuses of beneficiary of international protection and eu blue card holder in parallel . however , for reasons of legal clarity and coherence , the provisions on equal treatment and family reunification of this directive should not apply to this group of eu blue card holders in the member state which granted them international protection . those rights should remain regulated under the asylum acquis and , where applicable , council directive 2003 / 86 / ec35 . _________________ 34 directive 2011 / 95 / eu of the european parliament and of the council of 13 december 2011 on standards for the qualification of third - country nationals or stateless persons as beneficiaries of international protection , for a uniform status for refugees or for persons eligible for subsidiary protection , and for the content of the protection granted . 35 council directive 2003 / 86 / ec of 22 september 2003 on the right to family reunification . ### beneficiaries of international protection as defined in article 2 of directive 2011 / 95 / eu of the european parliament and of the council34 have a wide set of rights including labour market access in the member state having granted them protection . in order to further promote social inclusion of these persons and enhance their labour market opportunities across the union , those who are highly skilled should be entitled to apply for an eu blue card . they should be subject to the same rules as any other third - country national falling within the scope of this directive , while holding the statuses of beneficiary of international protection and eu blue card holder in parallel . _________________ 34 directive 2011 / 95 / eu of the european parliament and of the council of 13 december 2011 on standards for the qualification of third - country nationals or stateless persons as beneficiaries of international protection , for a uniform status for refugees or for persons eligible for subsidiary protection , and for the content of the protection granted .


### the recognition procedures shall not entail disproportionate or excessive administrative burden or costs for the employers . ### the recognition procedures shall not entail disproportionate or excessive administrative burden or costs for the employers , in particular for smes .


### since eu blue card holders are highly skilled workers contributing to addressing labour and skills shortages in key sectors , the principle of access to the labour market should be the general rule . however , in circumstances where the domestic labour market undergoes serious disturbances such as a high level of unemployment in a given occupation or sector , which may be limited to particular regions or other parts of the territory , a member state should be able to take into account the situation of its labour market before issuing an eu blue card . ### since eu blue card holders are highly skilled workers contributing to addressing labour and skills shortages in key sectors , the principle of access to the labour market should be the general rule . however , member states should be able to take into account the situation of its labour market before issuing an eu blue card .


### member states shall determine whether applications for an eu blue card are to be made by the third - country national or by the employer . member states may also allow an application from either of the two . ### member states shall allow applications for an eu blue card from either the third - country national or by the employer . where an application involves a recognised employer in accordance with article 12 , the employer shall lodge the application . an application made by the employer shall not restrict the procedural rights enjoyed by the third - country national seeking the eu blue card during the application procedure , or the rights enjoyed by the eu blue card holder during the period of employment or the eu blue card renewal procedure .


### this article shall apply to eu blue card holders who are beneficiaries of international protection only when they move to reside in a member state other than the member state which granted them international protection . ### this article shall apply to eu blue card holders who are beneficiaries of international protection both when they move to reside in a member state other than the member state which granted them international protection or if they stay in that member state which granted international protection .


### for unregulated professions , present evidence attesting higher professional qualifications ; ### for unregulated professions , present written evidence attesting higher education qualifications and in particular attesting higher professional skills ;


### olive oil is tunisia’s main agricultural export product to the union and the olive oil industry is an important part of the country’s economy . ### olive oil is tunisia’s main agricultural export product to the union and the olive oil industry is an important part of the country’s economy , as it is for some regions of certain member states .


### this directive establishes a common framework of measures to promote energy efficiency within the union in order to ensure that the union ' s 2020 20 % headline targets and its 2030 30 % binding headline targets on energy efficiency are met and paves the way for further energy efficiency improvements beyond those dates . it lays down rules designed to remove barriers in the energy market and overcome market failures that impede efficiency in the supply and use of energy , and provides for the establishment of indicative national energy efficiency targets and contributions for 2020 and 2030 . ### this directive establishes a common framework of measures to promote energy efficiency within the union in order to contribute to meeting the climate objectives of the paris agreement and to ensure that the union ' s 2020 20 % headline targets and its 2030 45 % binding headline targets on energy efficiency are met . it also paves the way for further energy efficiency improvements beyond those dates . it lays down rules designed to remove barriers in the energy market and overcome market failures that impede efficiency in the supply and use of energy , and provides for the establishment of indicative national energy efficiency targets for 2020 and binding national targets for 2030 .


### all the options chosen under paragraph 2 taken together must amount to no more than 25 % of the amount of energy savings referred to in paragraph 1 . member states shall apply and calculate the effect of the options chosen for the periods referred to in points and of paragraph 1 separately : ### member states shall apply the options chosen under paragraph 2 only for the period referred to in point of paragraph 1 and shall calculate the effect of the options chosen for that period . all the options chosen under paragraph 2 taken together shall amount to no more than 25 % of the amount of energy savings referred to in point of paragraph 1 .


### there are no binding targets at national level in the 2030 perspective . the need for the union to achieve its energy efficiency targets at eu level , expressed in primary and final energy consumption , in 2020 and 2030 should be clearly set out in the form of a binding 30 % target . this clarification at union level should not restrict member states as their freedom is kept to set their national contributions based on either primary or final energy consumption , primary or final energy savings , or energy intensity . member states should set their national indicative energy efficiency contributions taking into account that the union’s 2030 energy consumption has to be no more than 1 321 mtoe of primary energy and no more than 987 mtoe of final energy . this means that primary energy consumption should be reduced by 23 % and final energy consumption should be reduced by 17 % in the union compared to 2005 levels . a regular evaluation of progress towards the achievement of the union 2030 target is necessary and is provided for in the legislative proposal on energy union governance . ### the need for the union to achieve its energy efficiency targets at eu level , expressed in primary and final energy consumption , in 2020 and 2030 should be clearly set out in the form of a binding 45 % target . this clarification at union level should not restrict member states as their freedom is kept to set their national targets based on either primary or final energy consumption , primary or final energy savings , or energy intensity . member states should set their 2030 binding national energy efficiency targets to underpin the union’s 2030 energy efficiency target , which has to be no more than 1 132 mtoe of primary energy and no more than 846 mtoe of final energy . this means that primary energy consumption should be reduced by 34 % and final energy consumption should be reduced by 29 % in the union compared to 2005 levels . member states should set progressive targets for the proportion of energy efficiency to be achieved through transfer to variable renewable energy by 2020 and 2030 . a regular evaluation of progress towards the achievement of the union 2030 target is necessary and is provided for in the legislative proposal on energy union governance .