### the member state concerned has notified the media service provider , the member state which has jurisdiction over the provider and the commission in writing of the alleged contraventions and of the measures it intends to take should any such alleged contraventions occur again ; ### the member state concerned has notified the media service provider , the member state which has jurisdiction over the provider and the commission in writing of the alleged contravention and of the measures it intends to take should any such alleged contravention occur again ;


### the notifying member state has respected the rights of defence of the media services provider concerned and , in particular , has given the media services provider the opportunity to express its views on the alleged contraventions and the measures that that member state intends to take . it shall duly take into account those views as well as the views of the member state of jurisdiction . ### the notifying member state has respected the rights of defence of the media services provider concerned and , in particular , has given the media services provider the opportunity to express its views on the alleged contravention and the measures that that member state intends to take . it shall duly take into account those views as well as the views of the member state of jurisdiction .


### where the commission considers the notification as incomplete , it shall request all necessary additional information . the commission shall inform the member state of the receipt of the response to that request . ### where the commission considers the notification as incomplete , it shall request without delay all necessary additional information . the commission shall inform the member state of the receipt of the response to that request .


### paragraphs 3 and 4 shall be without prejudice to the application of any procedure , remedy or sanction to the contraventions in question in the member state which has jurisdiction over the media service provider concerned . ### paragraphs 3 and 4 shall be without prejudice to the application of any procedure , remedy or sanction to the contravention in question in the member state which has jurisdiction over the media service provider concerned .


### the commission shall decide within 3 months following the notification provided for in point of paragraph 4 . that period shall begin on the day following the receipt of a complete notification . the notification shall be considered as complete if , within 3 months from its receipt , or from the receipt of any additional information requested , the commission does not request any further information . ### the commission shall decide within two months following the notification provided for in point of paragraph 3 . that period shall begin on the day following the receipt of a complete notification . the notification shall be considered as complete if , within one month from its receipt , or from the receipt of any additional information requested , the commission does not request any further information .


### member states shall , by appropriate means , ensure , within the framework of their legislation , that media service providers under their jurisdiction effectively comply with the provisions of this directive . ### paragraph 6 is deleted ;


### member states shall ensure by appropriate means that audiovisual media services provided by media service providers under their jurisdiction do not contain any incitement to violence or hatred directed against a group of persons or a member of such a group defined by reference to sex , racial or ethnic origin , religion or belief , disability , age or sexual orientation . ; ### ' member states shall ensure by appropriate means that audiovisual media services provided by media service providers under their jurisdiction do not contain any incitement to violence or hatred directed against a group of persons or a member of such a group defined by reference to sex , racial or ethnic origin , religion or belief , disability , age , or sexual orientation or gender identity . ' ;


### ‘ article 8 member states shall ensure that media service providers under their jurisdiction do not transmit cinematographic works outside periods agreed with the rights holders . ’ ### article 8 is deleted ;


### in article 10 , point is replaced by the following : ### article 10 is deleted


### article 9 is amended as follows : paragraph 2 is replaced by the following : ‘ 2 . member states and the commission shall encourage the development of self - and co - regulatory codes of conduct regarding inappropriate audiovisual commercial communications , accompanying or included in programmes with a significant children’s audience , of foods and beverages containing nutrients and substances with a nutritional or physiological effect , excessive intakes of which in the overall diet are not recommended , in particular fat , trans - fatty acids , salt or sodium and sugars . those codes should be used to effectively reduce the exposure of minors to audiovisual commercial communications of foods and beverages that are high in salt , sugars or fat or that otherwise do not fit national or international nutritional guidelines . those codes should provide that the audiovisual commercial communications are not to emphasise the positive quality of the nutritional aspects of such foods and beverages . the commission and erga shall encourage the exchange of best practices on self - and co - regulatory systems across the union . where appropriate , the commission shall facilitate the development of union codes of conduct . ’ the following paragraphs 3 and 4 are inserted : ‘ 3 . member states and the commission shall encourage the development of self - and co - regulatory codes of conduct regarding inappropriate audiovisual commercial communications for alcoholic beverages . those codes should be used to effectively limit the exposure of minors to audiovisual commercial communications for alcoholic beverages . 4 . the commission and erga shall encourage the exchange of best practices on self - and co - regulatory systems across the union . if considered appropriate , the commission shall facilitate the development of union codes of conduct . ’ ### article 9 is deleted ;


### article 9 is amended as follows : ### article 9 is deleted .


### in article 10 , point is replaced by the following : ' they shall not directly encourage the purchase or rental of goods or services ; ' ; ### article 10 is replaced by the following : news and current affairs programmes shall not be sponsored . member states may choose to prohibit the showing of a sponsorship logo during children ' s programmes , documentaries and religious programmes .


### member states shall waive the requirements laid down in paragraphs 1 and 2 for providers with a low turnover or low audience or if they are small and micro enterprises . member states may also waive such requirements in cases where they would be impracticable or unjustified by reason of the nature or theme of the on - demand audiovisual media services ; ### member states may waive the requirements laid down in paragraphs 1 and 2 for providers with a particularly low turnover or audience , in particular in comparison with competitors within the targeted market , or if they are small and micro enterprises . member states may also waive such requirements in cases where they would be impracticable or unjustified by reason of the nature or theme of the on - demand audiovisual media services , insofar as such a waiver would not disproportionately distort competition in the targeted market ;


### a contact committee is established under the aegis of the commission . it shall be composed of representatives of the competent authorities of the member states . it shall be chaired by a representative of the commission and meet either on his initiative or at the request of the delegation of a member state . ### in article 29 , paragraph 1 , is replaced by the following : a contact committee is established under the aegis of the commission . it shall be composed of representatives of the competent bodies or authorities of the member states and four members of the european parliament as observers , nominated every three years . it shall be chaired by a representative of the commission and meet either on his initiative or at the request of the delegation of a member state .


### ‘ article 29 a contact committee is established under the aegis of the commission . it shall be composed of representatives of the competent authorities of the member states . it shall be chaired by a representative of the commission and meet either on his initiative or at the request of the delegation of a member state . 2 . the tasks of the contact committee shall be : to facilitate effective implementation of this directive through regular consultation on any practical problems arising from its application , and particularly from the application of article 2 , as well as on any other matters on which exchanges of views are deemed useful ; to deliver own - initiative opinions or opinions requested by the commission on the application by the member states of this directive ; to be the forum for an exchange of views on what matters should be dealt with in the reports which member states must submit pursuant to article 16 and on their methodology ; to discuss the outcome of regular consultations which the commission holds with representatives of broadcasting organisations , producers , consumers , manufacturers , service providers and trade unions and the creative community ; to facilitate the exchange of information between the member states and the commission on the situation and the development of regulatory activities regarding audiovisual media services , taking account of the union ' s audiovisual policy , as well as relevant developments in the technical field ; to examine any development arising in the sector on which an exchange of views appears useful . ’ ### article 29 is amended as follows : ‘ article 29 a contact committee is established under the aegis of the commission . it shall be composed of representatives of the competent bodies or authorities of the member states and four members of the european parliament nominated for three years . it shall be chaired by a representative of the commission and meet either on his initiative or at the request of the delegation of a member state . 2 . beside its competences laid down in article - 2f , article 2 , article 3 , article 4 and article 4 the tasks of the contact committee shall be : to facilitate effective implementation of this directive through regular consultation on any practical problems arising from its application , and particularly from the application of article 2 , as well as on any other matters on which exchanges of views are deemed useful ; to deliver own - initiative opinions or opinions requested by the commission on the application by the member states of this directive ; to be the forum for an exchange of views on what matters should be dealt with in the reports which member states must submit pursuant to article 16 and on their methodology ; to discuss the outcome of regular consultations which the commission holds with representatives of broadcasting organisations , producers , consumers , manufacturers , service providers and trade unions and the creative community ; to facilitate the exchange of information between the member states and the commission on the situation and the development of regulatory activities regarding audiovisual media services , taking account of the union ' s audiovisual policy , as well as relevant developments in the technical field ; to examine and give opinions to the commission on any development arising in the sector on which an exchange of views appears useful . ’


### most customs control equipment may be equally or incidentally fit for controls of compliance with other legislation , such as provisions on border management , visa or police cooperation . the integrated border management fund has therefore been conceived as two complementary instruments with distinct but coherent scopes for the purchase of equipment . on the one hand , the instrument for border management and visa established by regulation [ 2018 / xxx ] 25 will exclude equipment that can be used for both border management and customs control . on the other hand , the instrument for financial support for customs control equipment established by this regulation will not only support financially equipment with customs controls as the main purpose but will also allow its use as well for additional purposes such as border controls and security . this distribution of roles will foster inter - agency cooperation as a component of the european integrated border management approach , as referred to in article 4 of regulation 2016 / 162426 , thereby enabling customs and border authorities to work together and maximising the impact of the union budget through co - sharing and inter - operability of control equipment . __________________ 25 com 473 . 26 regulation 2016 / 1624 of the european parliament and of the council of 14 september 2016 on the european border and coast guard and amending regulation 2016 / 399 of the european parliament and of the council and repealing regulation no 863 / 2007 of the european parliament and of the council , council regulation no 2007 / 2004 and council decision 2005 / 267 / ec . ### most customs control equipment may be equally or incidentally fit for controls of compliance with other legislation , such as provisions on border management , visa or police cooperation . the integrated border management fund has therefore been conceived as two complementary instruments with coherent general objectives but distinct and separate specific objectives for the purchase of equipment . on the one hand , the instrument for border management and visa established by regulation [ 2018 / xxx ] 25 will exclude equipment that can be used for both border management and customs control . on the other hand , the instrument for financial support for customs control equipment established by this regulation will not only support financially equipment with customs controls as the main purpose but will also allow its use as well for additional purposes such as border controls and safety and security . this distribution of roles will foster inter - agency cooperation as a component of the european integrated border management approach , as referred to in article 4 of regulation 2016 / 162426 , thereby enabling customs and border authorities to work together and maximising the impact of the union budget through co - sharing and inter - operability of control equipment . __________________ 25 com 473 . 26 regulation 2016 / 1624 of the european parliament and of the council of 14 september 2016 on the european border and coast guard and amending regulation 2016 / 399 of the european parliament and of the council and repealing regulation no 863 / 2007 of the european parliament and of the council , council regulation no 2007 / 2004 and council decision 2005 / 267 / ec .


### in view of the rapid evolution of customs priorities , threats and technologies , work programmes should not span over long periods of time . at the same time , the need to establish annual work programmes increases the administrative burden for both the commission and member states without it being necessary for the implementation of the instrument . against that backdrop , work programmes should in principle cover more than one budgetary year . ### in view of the rapid evolution of customs priorities , threats and technologies , work programmes should not span over long periods of time . at the same time , the need to establish annual work programmes increases the administrative burden for both the commission and member states without it being necessary for the implementation of the instrument . against that backdrop , work programmes should in principle cover more than one budgetary year . moreover , to ensure that the integrity of the eu ' s strategic interests are preserved , member states are encouraged to carefully consider cybersecurity and the risks to potential exposure of sensitive data outside the eu when tendering for new customs control equipment .


### although central implementation is indispensable in order to achieve the specific objective of ensuring equivalent customs controls , given the technical nature of this instrument , preparatory work is required at technical level . therefore , implementation should be supported by assessments of needs that are dependent on national expertise and experience through the involvement of customs administrations of the member states . those assessments of needs should be based on a clear methodology including a minimum number of steps ensuring the collection of the required information . ### although central implementation is indispensable in order to achieve the specific objective of ensuring equivalent customs controls , given the technical nature of this instrument , preparatory work is required at technical level . therefore , implementation should be supported by individual assessments of needs that are dependent on national expertise and experience through the involvement of customs administrations of the member states . those assessments of needs should be based on a clear methodology including a minimum number of steps ensuring the collection of the required information .


### to ensure regular monitoring and reporting , a proper framework for monitoring the results achieved by the instrument and actions under it should be put in place . such monitoring and reporting should be based on indicators measuring the effects of the actions under the instrument . reporting requirements should include some information on customs control equipment beyond a certain cost threshold . ### to ensure regular monitoring and reporting , a proper framework for monitoring the results achieved by the instrument and actions under it should be put in place . such monitoring and reporting should be based on quantitative and qualitative indicators measuring the effects of the actions under the instrument . member states should ensure transparent and clear procurement procedure . reporting requirements should include detailed information on customs control equipment and procurement procedure beyond a certain cost threshold , and justification of the expenses .


### in order to respond appropriately to evolving policy priorities , threats and technologies , the power to adopt acts in accordance with article 290 of the treaty on the functioning of the european union should be delegated to the commission in respect of amending the customs control purposes for actions eligible under the instrument and the list of indicators to measure the achievement of the specific objectives . it is of particular importance that the commission carries out appropriate consultations during its preparatory work , including at expert level , and that those consultations be conducted in accordance with the principles laid down in the interinstitutional agreement on better law - making of 13 april 2016 . in particular , to ensure equal participation in the preparation of delegated acts , the european parliament and the council receive all documents at the same time as member states ' experts , and their experts systematically have access to meetings of commission expert groups dealing with the preparation of delegated acts . ### in order to respond appropriately to evolving policy priorities , threats and technologies , the power to adopt acts in accordance with article 290 of the treaty on the functioning of the european union should be delegated to the commission in respect of adopting work programmes , amending the customs control purposes for actions eligible under the instrument and the list of indicators to measure the achievement of the specific objectives . it is of particular importance that the commission carries out appropriate consultations during its preparatory work , including at expert level , and that those consultations be conducted in accordance with the principles laid down in the interinstitutional agreement on better law - making of 13 april 2016 . in particular , to ensure equal participation in the preparation of delegated acts , the european parliament and the council receive all documents at the same time as member states ' experts , and their experts systematically have access to meetings of commission expert groups dealing with the preparation of delegated acts .


### the types of financing and the methods of implementation under this regulation should be chosen on the basis of their ability to achieve the specific objective of the actions and to deliver results , taking into account , in particular , the costs of controls , the administrative burden , and the expected risk of non - compliance . this should include consideration of the use of lump sums , flat rates and unit costs , as well as financing not linked to costs as referred to in article 125 of the financial regulation . ### the types of financing and the methods of implementation under this regulation should be chosen on the basis of their ability to achieve the specific objective of the actions and to deliver results , taking into account , in particular , the costs of controls , the administrative burden , and the expected risk of non - compliance . this should include consideration of the use of lump sums , flat rates and unit costs , as well as financing not linked to costs as referred to in article 125 of the financial regulation . improving implementation and quality of spending should constitute guiding principles for achieving the objectives of the instrument while ensuring optimal use of financial resources .


### as part of the integrated border management fund , the instrument has the general objective to support the customs union and customs authorities to protect the financial and economic interests of the union and its member states , to ensure security and safety within the union and to protect the union from unfair and illegal trade while facilitating legitimate business activity . ### as part of the integrated border management fund , the instrument has the general objective to support the customs union and customs authorities to protect the financial and economic interests of the union and its member states to promote inter - agency cooperation at union borders as regards controls of goods and persons , &#160 ; and to protect the union from unfair and illegal trade while facilitating legitimate business activity .


### as part of the integrated border management fund , the instrument has the general objective to support the customs union and customs authorities to protect the financial and economic interests of the union and its member states , to ensure security and safety within the union and to protect the union from unfair and illegal trade while facilitating legitimate business activity . ### as part of the integrated border management fund , the instrument has the general objective to support the customs union and customs authorities to protect the financial and economic interests of the union and its member states , to ensure security and safety within the union and to protect the union from illegal trade while facilitating legitimate business activity .


### the amount referred to in paragraph 1 may also cover expenses for preparation , monitoring , control , audit , evaluation and other activities for managing the instrument and evaluating the achievement of its objectives . it may moreover cover expenses relating to the studies , meetings of experts , information and communication actions , in so far as they are related to the objectives of the instrument , as well as expenses linked to information technology networks focusing on information processing and exchange , including corporate information technology tools and other technical and administrative assistance needed in connection with the management of the instrument . ### the amount referred to in paragraph 1 may also cover expenses for preparation , monitoring , control , audit , evaluation and other activities for managing the instrument and evaluating the achievement of its objectives . it may moreover cover expenses relating to the studies , meetings of experts , information and communication actions , in so far as they are related to the specific objectives of the instrument in support of the general objective , as well as expenses linked to information technology networks focusing on information processing and exchange , including corporate information technology tools and other technical and administrative assistance needed in connection with the management of the instrument .


### when the action supported involves the purchase or upgrade of equipment , the commission shall set up a coordination mechanism ensuring efficiency and interoperability between all the equipment purchased with the support of union programmes and instruments . ### when the action supported involves the purchase or upgrade of equipment , the commission shall set up a coordination mechanism ensuring efficiency and interoperability between all the equipment purchased with the support of union programmes and instruments , which shall allow for the consultation and participation of relevant union agencies , in particular the european border and coast guard agency . the coordination mechanism shall include the participation and consultation of the european border and coast guard agency to maximise the union added value in the field of border management .


### the following costs shall not be eligible for funding under the instrument : ### all the costs related to actions referred to in article 6 shall be eligible for funding under instrument , with the exception of :


### costs associated with electronic systems , with the exception of software directly necessary to use the customs control equipment ; ### costs associated with electronic systems , with the exception of software directly necessary to use the customs control equipment and with the exception of the electronic software and programming necessary to inter - link existing software with the customs control equipment ;


### the work programmes shall be adopted by the commission by means of an implementing act . that implementing act shall be adopted in accordance with the examination procedure referred to in article 15 . ### the commission is empowered to adopt delegated acts in accordance with article 14 , amending annex iia to lay down work programmes .


### the preparation of the work programmes referred to in paragraph 1 shall be supported by an assessment of needs , which shall consist of the following at a minimum : ### the preparation of the work programmes referred to in paragraph 1 shall be supported by an individual assessment of needs , which shall consist of the following at a minimum :


### a common definition of a minimum and an optimal standard of customs control equipment by reference to the category of border crossing points and ### a common definition of a minimum technical standard of customs control equipment by reference to the category of border crossing points ;


### evaluations shall be carried out in a timely manner to feed into the decision - making process . ### evaluations of actions funded under the instrument and referred to in article 6 shall be carried out in a timely manner to ensure their efficient use in the decision - making process .


### the power to adopt delegated acts referred to in articles 6 and 12 shall be conferred on the commission until 31 december 2028 . ### the power to adopt delegated acts referred to in articles 6 , 11 and 12 shall be conferred on the commission until 31 december 2028 .


### the delegation of power referred to in articles 6 and 12 may be revoked at any time by the european parliament or by the council . a decision to revoke shall put an end to the delegation of power specified in that decision . it shall take effect the day following the publication of the decision in the official journal of the european union or at a later date specified therein . it shall not affect the validity of any delegated acts already in force . ### the delegation of power referred to in articles 6 , 11 and 12 may be revoked at any time by the european parliament or by the council . a decision to revoke shall put an end to the delegation of power specified in that decision . it shall take effect the day following the publication of the decision in the official journal of the european union or at a later date specified therein . it shall not affect the validity of any delegated acts already in force .


### a delegated act adopted pursuant to articles 6 and 12 shall enter into force if no objection has been expressed either by the european parliament or by the council within a period of two months of notification of that act to the european parliament and the council or if , before the expiry of that period , the european parliament and the council have both informed the commission that they will not object . that period shall be extended by two months at the initiative of the european parliament or of the council . ### a delegated act adopted pursuant to articles 6 , 11 and 12 shall enter into force if no objection has been expressed either by the european parliament or by the council within a period of two months of notification of that act to the european parliament and the council or if , before the expiry of that period , the european parliament and the council have both informed the commission that they will not object . that period shall be extended by two months at the initiative of the european parliament or of the council .


### the commission shall implement information and communication actions relating to the instrument , and its actions and results . financial resources allocated to the instrument shall also contribute to the corporate communication of the political priorities of the union , as far as they are related to the objectives referred to in article 3 . ### the commission shall provide information to the public relating to the instrument , its actions and results .


### where the commission finds that the conditions laid down in paragraph 3 are not met , it shall temporarily suspend or cancel the disbursement of the union’s macro - financial assistance . in such cases , it shall inform the european parliament and the council of the reasons for that suspension or cancellation . ### where the conditions referred to in the first subparagraph of paragraph 3 are not met , the commission shall temporarily suspend or cancel the disbursement of the union’s macro - financial assistance . in such cases , it shall inform the european parliament and the council of the reasons for that suspension or cancellation .


### the right to convert an existing company formed in a member state into a company governed by another member state may in certain circumstances be used for abusive purposes such as for the circumvention of labour standards , social security payments , tax obligations , creditors ' , minority shareholders ' rights or rules on employees participation . in order to combat such possible abuses , a general principle of union law , member states are required to ensure that companies do not use the cross - border conversion procedure in order to create artificial arrangements aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or members . in so far as it constitutes a derogation from a fundamental freedom , the fight against abuses must be interpreted strictly and be based on an individual assessment of all relevant circumstances . a procedural and substantive framework which describes the margin of discretion and allows for the diversity of approach by member states whilst at the same time setting out the requirements to streamline the actions to be taken by national authorities to fight abuses in conformity with union law should be laid down . ### the right to convert an existing company formed in a member state into a company governed by another member state may in certain circumstances be used for abusive purposes such as for the circumvention of labour standards , social security payments , tax obligations , creditors ' , minority shareholders ' rights or rules on employees participation . with the aim of preventing the possibility of such abuses in the field of taxation , and taking into account ecj case - law on freedom of establishment and the oecd beps recommendations , legislation has already been adopted at eu level to combat tax avoidance practices , such as directive 2016 / 1164 of 12 june 2016 laying down rules against tax avoidance practices that directly affect the functioning of the internal market . in the event of cross - border conversion , member states must ensure that a company intending to undertake such a conversion complies with these rules . in addition , in order to ensure that the legal or contractual rights of employees , creditors or members are not undermined , further appropriate safeguards are necessary .


### 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 planned cross - border conversion , the report of an independent expert should be required , reviewing the accuracy of the information in the draft terms of conversion and in the report to the members and employees . in order to assess the accuracy of the information contained in the draft terms of conversion and in the report addressed to the members and employees , 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 .


### it is appropriate that those members who held voting rights and who did not vote to approve the draft terms of conversion and those members without voting rights , who could not present their position , should be afforded the right to exit the company . those members should be able to leave the company and receive cash compensation for their shares equivalent to the value of their shares . furthermore , they should have a right to challenge the calculation and adequacy of that cash compensation offered before a court . ### it is appropriate that members who held voting rights and who have explicitly objected to the draft terms of conversion should be afforded the right to exit the company . those members should be able to leave the company and receive cash compensation for their shares equivalent to the value of their shares . furthermore , members who have refused the offer of cash compensation because they do not consider the compensation to be adequate should have a right to challenge the calculation and adequacy of that cash compensation offered before a court .


### in order to ensure that members of the companies participating in the cross - border merger are treated equally , it is appropriate that members who held voting rights and who did not vote to approve the common draft terms of merger or those members without voting rights , who could not present their position , should be afforded the right to exit the company . those members should be able to leave the company and receive cash compensation for their shares equivalent to the value of their shares . furthermore , they should have a right to challenge the calculation and adequacy of that cash compensation offered before a court . ### in order to ensure that members of the company being acquired who have explicitly objected to the common draft terms of merger are afforded the right to exit the company . those members should be able to leave the company and receive cash compensation for their shares equivalent to the value of their shares . furthermore , members who have refused the offer of cash compensation because they do not consider the compensation to be adequate should have a right to challenge the calculation and adequacy of that cash compensation offered before a court .


### article 86e report of the management or administrative organ to the members ### article 86e report of the management or administrative organ to the members and employees


### article 124 report of the management or administrative organ to the members ### article 124 report of the management or administrative organ to the members and employees


### article 160g report of the management or administrative organ to the members ### article 160g report of the management or administrative organ to the members and employees


### 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 electronically to the members and the representatives of the employees of the company or , where there are no such representatives , to the employees themselves , not less than one month before the date of the general meeting referred to in article 86i .


### 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 electronically to the members and the representatives of the employees of the company being divided or , where there are no such representatives , to the employees themselves , not less than one month before the date of the general meeting referred to in article 160k .


### 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 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 report referred to in article 86e , subject to the proviso set out in paragraph 6 of this article .


### the reports referred to in articles 86e and 86f . ### the report referred to in article 86e ,


### the reports referred to in articles 160g and 160h . ### the report referred to in article 160g .


### the competent authority shall appoint an independent expert within five working days of 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 . ### the competent authority shall appoint an independent expert within five working days of 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 .


### the competent authority shall appoint an independent expert within five working days of the application referred to in paragraph 1 and the receipt of the draft terms and reports . the expert shall be independent from the company being divided and may be a natural or a legal person depending upon the law of the member state concerned . 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 . ### the competent authority shall appoint an independent expert within five working days of the application referred to in paragraph 1 and the receipt of the draft terms and report . the expert shall be independent from the company being divided and may be a natural or a legal person depending upon the law of the member state concerned . 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 .


### the expert shall draw up a written report providing at least : ### the expert shall draw up a written report which includes an examination of the report made available under article 86e and the draft terms of conversion .


### 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 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 report . 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 independent expert shall be entitled to obtain from the company being divided all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports . the independent 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 , employees themselves and also from the creditors and members of the company . ### member states shall ensure that the independent expert shall be entitled to obtain from the company being divided all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management report . the independent 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 , employees themselves and also from the creditors and members of the company .


### member states shall ensure that the requirements referred to in paragraphs 1 and 3 can be completed online in their entirety without the necessity to appear in person before any competent authority in the departure member state . ### member states shall ensure that the requirements referred to in paragraphs 1 and 3 can be completed online in their entirety without the necessity to appear in person before any competent authority or any other person or authority entrusted with processing the application in the departure member state .


### member states shall ensure that the requirements referred to in paragraphs 1 and 3 can be completed online in their entirety without the necessity to appear in person before any competent authority in any of the member states concerned . ### member states shall ensure that the requirements referred to in paragraphs 1 and 3 can be completed online in their entirety without the necessity to appear in person before any competent authority or any other person or authority entrusted with processing the application in any of the member states concerned .


### member states shall ensure that the requirements referred to in paragraphs 1 and 3 can be completed online in their entirety without the necessity to appear in person before any competent authority in the member state concerned . ### member states shall ensure that the requirements referred to in paragraphs 1 and 3 can be completed online in their entirety without the necessity to appear in person before any competent authority or any other person or authority entrusted with processing the application in the member state concerned .


### however , member states may , in cases of genuine suspicion of fraud based on reasonable grounds , require a physical presence before a competent authority . ### however , member states may require a physical presence before a competent authority where the public interest provides a compelling reason to do so .


### however , member states may in cases of genuine suspicion of fraud based on reasonable grounds , require a physical presence before a competent authority . ### however , member states may require a physical presence before a competent authority where the public interest provides a compelling reason to do so .


### 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 not accepted the offer of cash compensation referred to in paragraph 3 , and 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 time limit set for the acceptance of the offer .


### member states shall ensure that any member who has accepted the offer of cash compensation referred to in paragraph 3 , but who considers that the cash 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 ensure that any member who has not accepted the offer of cash compensation referred to in paragraph 3 , and who considers that the cash 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 time limit set for the acceptance of the offer .


### 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 may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in article 86h if they are of the opinion that they have been prejudiced despite the protection of their interests set down in article 86d .


### member states shall ensure that creditors of the merging companies who are dissatisfied with the protection of their interests as provided for in the common draft terms of the cross - border merger , as provided for in article 122 , may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in article 123 . ### member states shall ensure that creditors of the merging companies may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in article 123 if they are of the opinion that they have been prejudiced despite the protection of their interests set down in article 122 .


### 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 may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in article 160j if they are of the opinion that they have been prejudiced despite the protection of their interests set down in article 160e .


### however , in cases of genuine suspicion of fraud based on reasonable grounds , member states may require a physical presence before a competent authority where relevant information and documents are required to be submitted . ### however , member states may require a physical presence before a competent authority where relevant information and documents are required to be submitted where the public interest provides a compelling reason to do so .


### 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 require a physical presence before a competent authority where relevant information and documents are required to be submitted where the public interest provides a compelling reason to do so .


### each member state shall ensure that the application for the completion of the procedure , referred to in paragraph 1 , by any of the merging companies , which includes the submission of any information and documents may be completed online in its entirety without the necessity to appear in person before any competent authority . ### each member state shall ensure that the application for the completion of the procedure , referred to in paragraph 1 , by any of the merging companies , which includes the submission of any information and documents may be completed online in its entirety without the necessity to appear in person before any competent authority , or any other person or authority entrusted with processing the application .


### 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 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 .


### member states shall ensure that the application referred to in paragraph 2 , including submission of any information and documents may be completed online in its entirety without the necessity to appear in person before the competent authority referred to in paragraph 1 . ### member states shall ensure that the application referred to in paragraph 2 , including submission of any information and documents may be completed online in its entirety without the necessity to appear in person before the competent authority or any other person or authority entrusted with processing the application .


### member states shall ensure that the application referred to in paragraph 2 , including submission of any company information and documents , may be completed online in its entirety without the necessity to appear in person before the competent authority referred to in paragraph 1 . ### member states shall ensure that the application referred to in paragraph 2 , including submission of any company information and documents may be completed online in its entirety without the necessity to appear in person before the competent authority or any other person or authority entrusted with processing the application .


### each member state shall ensure that the application referred to in paragraph 1 , by any of the recipient companies which includes submission of any information and documents may be completed online in its entirety without the necessity to appear in person before the competent authority referred to in paragraph 1 . ### each member state shall ensure that the application referred to in paragraph 1 , by any of the recipient companies which includes submission of any information and documents may be completed online in its entirety without the necessity to appear in person before the competent authority or any other person or authority entrusted with processing the application .


### member states shall ensure that , where the competent authority of the departure member state is not a court , the decision of the competent authority to issue or to refuse to issue a pre - conversion certificate , is subject to judicial review in accordance with national law . in addition , member states shall ensure that a pre - conversion certificate shall not be effective before the expiry of a certain period to allow parties to bring an action before the competent court and to obtain , if appropriate , interim measures . ### member states shall ensure that the decision of the competent authority to issue or to refuse to issue a pre - conversion certificate , is subject to judicial review in accordance with national law . in addition , member states shall ensure that a pre - conversion certificate shall not be effective before the expiry of a certain period to allow the company to bring an action before the competent court .


### member states shall ensure that , where the competent authority is not a court , the decision of the competent authority to issue or to refuse to issue a pre - division certificate is subject to judicial review in accordance with national law . in addition , member states shall ensure that a pre - division certificate shall not be effective before the expiry of a certain period to allow parties to bring an action before the competent court and to obtain , if appropriate , interim measures . ### member states shall ensure that the decision of the competent authority to issue or to refuse to issue a pre - division certificate , is subject to judicial review in accordance with national law . in addition , member states shall ensure that a pre - division certificate shall not be effective before the expiry of a certain period to allow the company to bring an action before the competent court .


### 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 .


### each member state shall ensure that the application referred to in paragraph 1 , by the company carrying out the cross - border conversion , which includes the submission of any information and documents , may be completed online in its entirety without the necessity to appear in person before the competent authority referred to in paragraph 1 . ### each member state shall ensure that the application referred to in paragraph 1 , by the company carrying out the cross - border conversion , which includes the submission of any information and documents , may be completed online in its entirety without the necessity to appear in person before the competent authority or any other person or authority entrusted with processing the application .


### member states shall lay down rules governing the civil liability of the independent experts responsible for drawing up the report referred to in articles 125 and 126b , including in respect of misconduct on their part in the performance of their duties . ### member states shall lay down rules governing the civil liability , towards the shareholders and creditors , of the independent experts responsible for drawing up the report referred to in articles 125 and 126b , in respect of misconduct on their part in the performance of their duties .


### notwithstanding the first subparagraph , the accounting date provided in the common draft terms of the cross - border merger , shall be the date on which the cross - border merger takes effect , as referred to in article 129 , unless the merging companies determine another date in order to facilitate the merger process . in that case each accounting date shall comply with the following requirements : ### notwithstanding the first subparagraph , the accounting date provided in the common draft terms of the cross - border merger , shall be the date on which the company which is changing form makes its final financial report , unless the merging companies determine another date in order to facilitate the merger process . in that case each accounting date shall comply with the following requirements :


### the report shall be made available , at least electronically , to the members of each of the merging companies not less than one month before the date of the general meeting referred to in article 126 . the report shall also be made similarly available to the representatives of the employees of each of the merging companies , or where there are no such representatives , to the employees themselves . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies . ### the report shall be made available electronically to the members and the representatives of the employees of each of the merging companies , or where there are no such representatives , to the employees themselves , not less than one month before the date of the general meeting referred to in article 126 . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or 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 . ### where all the members of the merging companies have agreed to waive the requirement for this report , it only needs to pertain to the factors listed in paragraph 2 , , and and to be made available to the representatives of the employees of the companies or , where there are no such representatives , to the employees themselves .


### member states shall ensure that the application for obtaining a pre - merger certificate by the merging companies including submission of any information and documents may be completed online in its entirety without the necessity to appear in person before the competent authority referred to in paragraph 1 . ### member states shall ensure that the application for obtaining a pre - merger certificate by the merging companies including submission of any information and documents may be completed online in its entirety without the necessity to appear in person before the competent authority or any other person or authority entrusted with processing the application referred to in paragraph 1 .


### the accounting date provided in the draft terms of the cross - border division shall be the date on which the cross - border division takes effect , as referred to in article 160t unless the company determines other dates in order to facilitate the division process . ### the accounting date provided in the draft terms of the cross - border division shall be the date on which the company being divided makes its final financial report unless the company determines other dates in order to facilitate the division process .


### member states shall ensure that the company being divided applies to the competent authority , designated in accordance with article 160o , not less than two months before the date of the general meeting referred to in article 160k , to appoint an expert to examine and assess the draft terms of cross - border division and the reports referred to in articles 160g and 160h , subject to the proviso set out in paragraph 6 of this article . ### member states shall ensure that the company being divided applies to the competent authority , designated in accordance with article 160o , to appoint an expert to examine and assess the draft terms of cross - border division and the report referred to in articles 160g and 160h , subject to the proviso set out in paragraph 6 of this article .


### however , the rules in force concerning employee participation , if any , in the member state where the company resulting from the cross - border division has its registered office shall not apply , where the company being divided , in the six months prior to the publication of the draft terms of the cross - border division as referred to in article 160e of this directive , has an average number of employees equivalent to four fifths of the applicable threshold , laid down in the law of the member state of the company being divided , which triggers the participation of employees within the meaning of point of article 2 of directive 2001 / 86 / ec , or where the national law applicable to each of the recipient companies does not : ### however , the rules in force concerning employee participation , if any , in the member state where the company resulting from the cross - border division has its registered office shall not apply , where the company being divided , in the six months prior to the publication of the draft terms of the cross - border division as referred to in article 160e of this directive , has an average of over 500 employees and this company has a system for the participation of employees within the meaning of point of article 2 of directive 2001 / 86 / ec , or where the national law applicable to each of the recipient companies does not :


### 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 .


### where applicable , the action plans for the outermost regions referred to in paragraph 4 . ### where applicable , the action plans for the outermost regions provided for in chapter 5a .


### national provisions setting up public financing going beyond the provisions of this regulation concerning payments referred to in paragraph 2 shall be treated as a whole on the basis of paragraph 1 . ### national provisions setting up public financing going beyond the provisions of this regulation concerning payments referred to in paragraph 2 shall be treated as a whole on the basis of paragraph 1 , unless otherwise specified in this regulation .


### the construction of new ports , new landing sites or new auction halls ; ### the construction of new ports , new landing sites or new auction halls , unless otherwise specified in this regulation ;


### compensations to fishers for the collection of lost fishing gears and marine litter from the sea ; ### compensations to fishers for the collection at sea of lost fishing gears and marine litter from the sea and also for the collection of sargassum seaweed in the outermost regions concerned ;


### legal entities established in a member state or in a third country listed in the work programme under the conditions specified in paragraphs 3 and 4 ; ### legal entities established in a member state , in an overseas country or territory or in a third country listed in the work programme under the conditions specified in paragraphs 3 and 4 ;


### consumers increasingly enter into contractual arrangements with service providers for the provision of online content services . however , consumers that are temporarily present in another member state of the union often cannot access and use the online content services that they have acquired the right to use in their home country . ### consumers increasingly enter into paid as well as unpaid contractual arrangements with service providers for the provision of online content services . however , consumers that are temporarily present in another member state of the union often cannot access and use the online content services that they have acquired the right to use in their home country .


### therefore , the objective of this regulation is to adapt the legal framework in order to ensure that the licensing of rights no longer presents barriers to cross - border portability of online content services in the union and that the cross - border portability can be ensured . ### therefore , the objective of digital single market strategy and of this regulation is to adapt the legal framework in order to ensure that the licensing of rights no longer presents barriers to cross - border portability of online content services in the union and that the cross - border portability can be ensured .


### this regulation should , therefore , apply to online content services that a service provider , after having obtained the relevant rights from right holders in a given territory , provides to its subscribers on the basis of a contract , by any means including streaming , downloading or any other technique which allows use of that content . a registration to receive content alerts or a mere acceptance of html cookies should not be regarded as a contract for the provision of online content service for the purposes of this regulation . ### this regulation should , therefore , apply to online content services that a service provider , after having obtained the relevant rights from right holders in a given territory , provides to its subscribers on the basis of a contract , by any means including streaming , applications , downloading or any other technique which allows use of that content . a registration to receive content alerts or a mere acceptance of html cookies should not be regarded as a contract for the provision of online content service for the purposes of this regulation .


### in order to ensure the cross - border portability of online content services it is necessary to require that online service providers enable their subscribers to use the service in the member state of their temporary presence by providing them access to the same content on the same range and number of devices , for the same number of users and with the same range of functionalities as those offered in their member state of residence . this obligation is mandatory and therefore the parties may not exclude it , derogate from it or vary its effect . any action by a service provider which would prevent the subscriber from accessing or using the service while temporarily present in a member state , for example restrictions to the functionalities of the service or to the quality of its delivery , would amount to a circumvention of the obligation to enable cross - border portability of online content services and therefore would be contrary to this regulation . ### in order to ensure the cross - border portability of online content services it is necessary to require that online service providers enable their subscribers to use the service in the member state of their temporary presence by providing them access to the same content on the same range and number of devices , for the same number of users and with the same range of functionalities as those offered in their member state of residence . this obligation is mandatory and therefore the parties may not exclude it , derogate from it or vary its effect . any action by a service provider or a right holder which would prevent the subscriber from accessing or using the service while temporarily present in a member state , for example restrictions to the functionalities of the service or to the quality of its delivery , would amount to a circumvention of the obligation to enable cross - border portability of online content services and therefore would be contrary to this regulation .


### requiring that the delivery of online content services to subscribers temporarily present in member states other than their member state of residence be of the same quality as in the member state of residence could result in high costs for service providers and thus ultimately for subscribers . therefore , it is not appropriate for this regulation to require that the provider of an online content service take measures to ensure quality of delivery of such services beyond the quality available via the local online access chosen by a subscriber while temporarily present in another member state . in such cases the provider shall not be liable if the quality of delivery of the service is lower . nevertheless , if the provider expressly agrees to guarantee certain quality of delivery to subscribers while temporarily present in other member states , the provider shall be bound by such agreement . ### requiring that the delivery of online content services to subscribers temporarily present in member states other than their member state of residence be of the same quality as in the member state of residence could result in high costs for service providers and thus ultimately for subscribers . therefore , it is not appropriate for this regulation to require that the provider of an online content service take measures to ensure quality of delivery of such services beyond the quality available via the local online access chosen by a subscriber while temporarily present in another member state . in such cases the provider shall not be liable if the quality of delivery of the service is lower . the service provider should however inform the consumer at the subscription stage of the possible limitation in quality . nevertheless , if the provider expressly agrees to guarantee certain quality of delivery to subscribers while temporarily present in other member states , the provider shall be bound by such agreement .


### contracts under which content is licensed are usually concluded for a relatively long duration . consequently , and in order to ensure that all consumers residing in the union can enjoy the cross - border portability feature of online content services on an equal basis in time and without any undue delay , this regulation should also apply to contracts concluded and rights acquired before the date of its application if they are relevant for the cross - border portability of an online content service provided after that date . this is also necessary in order to ensure a level playing field for service providers operating in the internal market , by enabling providers who concluded contracts with right holders for a long duration to offer cross - border portability to their subscribers , independently of the provider ' s possibility to renegotiate such contracts . moreover , this provision should ensure that when service providers make arrangements necessary for the cross - border portability of their services , they will be able to offer such portability with regard to the entirety of their online content . finally , it should also allow right holders not having to renegotiate their existing licensing contracts in order to enable the offering of the cross - border portability of services by providers . ### contracts under which content is licensed are usually concluded for a relatively long duration . consequently , and in order to ensure that all consumers residing in the union can enjoy the cross - border portability feature of online content services on an equal basis in time and without any undue delay , this regulation should also apply to contracts concluded and rights acquired before the date of its application if they are relevant for the cross - border portability of an online content service provided after that date . this is also necessary in order to ensure a level playing field for service providers operating in the internal market , especially for smes , by enabling providers who concluded contracts with right holders for a long duration to offer cross - border portability to their subscribers , independently of the provider ' s possibility to renegotiate such contracts . moreover , this provision should ensure that when service providers make arrangements necessary for the cross - border portability of their services , they will be able to offer such portability with regard to the entirety of their online content . finally , it should also allow right holders not having to renegotiate their existing licensing contracts in order to enable the offering of the cross - border portability of services by providers .


### since the objective of this regulation , namely the adaptation of the legal framework so that cross - border portability of online content services is provided in the union , cannot be sufficiently achieved by member states and can therefore , by reason of its scale and effects , be better achieved at union level , the union may adopt measures in accordance with the principle of subsidiarity as set out in article 5 of the treaty on european union . in accordance with the principle of proportionality , as set out in that article , this regulation does not go beyond what is necessary in order to achieve its objective . therefore , this regulation does not substantially affect the way the rights are licensed and does not oblige right holders and service providers to renegotiate contracts . moreover , this regulation does not require that the provider takes measures to ensure the quality of delivery of online content services outside the member state of residence of the subscriber . finally , this regulation does not apply to service providers who offer services without payment of money and who do not verify the subscriber ' s member state of residence . therefore , it does not impose any disproportionate costs , ### since the objective of this regulation , namely the adaptation of the legal framework so that cross - border portability of online content services is provided in the union , cannot be sufficiently achieved by member states and can therefore , by reason of its scale and effects , be better achieved at union level , the union may adopt measures in accordance with the principle of subsidiarity as set out in article 5 of the treaty on european union . in accordance with the principle of proportionality , as set out in that article , this regulation does not go beyond what is necessary in order to achieve its objective . therefore , this regulation does not substantially affect the way the rights are licensed and does not oblige right holders and service providers to renegotiate contracts . moreover , this regulation does not require that the provider takes measures to ensure the quality of delivery of online content services outside the member state of residence of the subscriber . finally , this regulation does not apply to service providers who offer services without payment of money and who do not verify the subscriber ' s member state of residence . therefore , it does not impose any disproportionate costs to online content service providers , right holders or end - users


### this regulation introduces a common approach to ensuring that subscribers to online content services in the union , when temporarily present in a member state , can access and use these services . ### this regulation introduces a common approach to ensuring that subscribers to online content services in the union , when temporarily present in a member state other than the member state of the residence , can access and use these services in the same manner as they can do so when present in their member state of the residence .


### this regulation introduces a common approach to ensuring that subscribers to online content services in the union , when temporarily present in a member state , can access and use these services . ### this regulation introduces a common approach to ensuring that subscribers to online content services in the union , when temporarily present in a member state other than member state of residence , can access and use these services .


### any contractual provisions including those between holders of copyright and related rights , those holding any other rights relevant for the use of content in online content services and service providers , as well as between service providers and subscribers which are contrary to articles 3 and 4 shall be unenforceable . ### any contractual provisions including those between holders of copyright and related rights , those holding any other rights relevant for the use of content in online content services and service providers , as well as those between service providers and subscribers which may have the effect of preventing the application of this regulation , shall be unenforceable .


### in order to further facilitate the exercise of shareholder rights and engagement between listed companies and shareholders , listed companies should have the possibility to have their shareholders identified and directly communicate with them . therefore , this directive should provide for a framework to ensure that shareholders can be identified . ### in order to further facilitate the exercise of shareholder rights and engagement between listed companies and shareholders , listed companies should have the possibility to have their shareholders identified and directly communicate with them . therefore , this directive should provide for a framework to ensure that shareholders can be identified , while taking account of existing national systems .


### therefore , institutional investors and asset managers should develop a policy on shareholder engagement , which determines , amongst others , how they integrate shareholder engagement in their investment strategy , monitor investee companies , conduct dialogues with investee companies and exercise voting rights . such engagement policy should include policies to manage actual or potential conflicts of interests , such as the provision of financial services by the institutional investor or asset manager , or companies affiliated to them , to the investee company . this policy , its implementation and the results thereof should be publicly disclosed on an annual basis . where institutional investors or asset managers decide not to develop an engagement policy and / or decide not to disclose the implementation and results thereof , they shall give a clear and reasoned explanation as to why this is the case . ### therefore , institutional investors and asset managers should develop a policy on shareholder engagement and cooperation , based on substantial exchanges . such cooperation should relate , inter alia , to their investment strategy , to the monitoring of investee companies , to the dialogue with investee companies and to the exercise of their voting rights . such engagement policy should include policies to manage actual or potential conflicts of interests , such as the provision of financial services by the institutional investor or asset manager , or companies affiliated to them , to the investee company . this policy should be publicly disclosed . where institutional investors or asset managers decide not to develop an engagement policy and / or decide not to disclose the implementation and results thereof , they shall give a clear and reasoned explanation as to why this is the case .


### institutional investors should annually disclose to the public how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long - term performance of their assets . where they make use of asset managers , either through discretionary mandates involving the management of assets on an individual basis or through pooled funds , they should disclose to the public the main elements of the arrangement with the asset manager with regard to a number of issues , such as whether it incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the institutional investor , whether it incentivises the asset manager to make investment decisions based on medium to long - term company performance and to engage with companies , how it evaluates the asset managers performance , the structure of the consideration for the asset management services and the targeted portfolio turnover . this would contribute to a proper alignment of interests between the final beneficiaries of institutional investors , the asset managers and the investee companies and potentially to the development of longer - term investment strategies and longer - term relationships with investee companies involving shareholder engagement . ### regulated institutional investors should report to the relevant supervisory body on how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long - term performance of their assets . non - regulated investors should disclose this to the public . where they make use of asset managers , either through discretionary mandates involving the management of assets on an individual basis or through pooled funds , they should report on , or disclose to the public , the main elements of the arrangement with the asset manager with regard to a number of issues , such as whether it incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the institutional investor , whether it incentivises the asset manager to make investment decisions based on medium to long - term company performance and to engage with companies , and the targeted portfolio turnover . this would contribute to a proper alignment of interests between the final beneficiaries of institutional investors , the asset managers and the investee companies and potentially to the development of longer - term investment strategies and longer - term relationships with investee companies involving shareholder engagement .


### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders’ interests are of importance . for this reason member states should ensure that related party transactions representing more than 5 % of the companies’ assets or transactions which can have a significant impact on profits or turnover should be submitted to a vote by the shareholders in a general meeting . where the related party transaction involves a shareholder , this shareholder should be excluded from that vote . the company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction . for transactions with related parties that represent more than 1% of their assets companies should publicly announce such transactions at the time of the conclusion of the transaction , and accompany the announcement by a report from an independent third party assessing whether the transaction is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . member states should be allowed to exclude transactions entered into between the company and its wholly owned subsidiaries . member states should also be able to allow companies to request the advance approval by shareholders for certain clearly defined types of recurrent transactions above 5 percent of the assets , and to request from shareholders an advance exemption from the obligation to produce an independent third party report for recurrent transactions above 1 percent of the assets , under certain conditions , in order to facilitate the conclusion of such transactions by companies . ### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders ' interests are of importance . for this reason member states should ensure that related party transactions should be submitted to a vote by the shareholders in a general meeting or to the approval of the administrative or supervisory body or the audit committee or another committee the majority of which is composed by independent directors . where the related party transaction involves a shareholder or a director , this shareholder or director should be excluded from having a determining role in the approval process member states should ensure also that companies , in case of material transactions with related parties , publicly announce such transactions at the latest at the time of the conclusion of the transaction , member states should be allowed to exclude transactions entered into in the ordinary course of business and concluded on normal market terms or on market equivalent terms ; transactions entered into between the company and one or more members of its group and clearly defined types of transactions for which national law provides for adequate protection of minority shareholders .


### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders’ interests are of importance . for this reason member states should ensure that related party transactions representing more than 5 % of the companies’ assets or transactions which can have a significant impact on profits or turnover should be submitted to a vote by the shareholders in a general meeting . where the related party transaction involves a shareholder , this shareholder should be excluded from that vote . the company should not be allowed to conclude the transaction before the shareholders’ approval of the transaction . for transactions with related parties that represent more than 1% of their assets companies should publicly announce such transactions at the time of the conclusion of the transaction , and accompany the announcement by a report from an independent third party assessing whether the transaction is on market terms and confirming that the transaction is fair and reasonable from the perspective of the shareholders , including minority shareholders . member states should be allowed to exclude transactions entered into between the company and its wholly owned subsidiaries . member states should also be able to allow companies to request the advance approval by shareholders for certain clearly defined types of recurrent transactions above 5 percent of the assets , and to request from shareholders an advance exemption from the obligation to produce an independent third party report for recurrent transactions above 1 percent of the assets , under certain conditions , in order to facilitate the conclusion of such transactions by companies . ### transactions with related parties may cause prejudice to companies and their shareholders , as they may give the related party the opportunity to appropriate value belonging to the company . thus , adequate safeguards for the protection of shareholders’ interests are of importance . for this reason member states should be allowed to provide that significant transactions with related parties are to be submitted to a vote by the shareholders in a general meeting . where the related party transaction involves a shareholder or board member , this shareholder or board member should be excluded from that vote . as an alternative to approval by shareholders , there should be the option of approval by the administrative or supervisory body . the company should not be allowed to conclude the transaction before the approval of the transaction . furthermore , companies should publicly announce significant transactions with related parties as soon as reasons of confidentiality no longer apply , and accompany the announcement by a report from an independent third party or the administrative or supervisory body assessing whether the transaction is fair and reasonable from the perspective of the company . member states should be allowed to exclude transactions entered into between the company and its subsidiaries and vice versa as well as transactions between one or more members of its group .


### in view of directive 95 / 46 / ec of the european parliament and of the council of 24 october 199519 it is necessary to strike a balance between the facilitation of the exercise of shareholders ' rights and the right to privacy and the protection of personal data . the identification information on shareholders should be limited to the name and contact details of the corresponding shareholders . this information should be accurate and kept up - to - date , and intermediaries as well as companies should allow for rectification or erasure of all incorrect or incomplete data . this identification information on shareholders should not be used for any other purpose than the facilitation of the exercise of shareholder rights . __________________ 19 directive 95 / 46 / ec of the european parliament and of the council of 24 october 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data . ### in view of directive 95 / 46 / ec of the european parliament and of the council of 24 october 199519 it is necessary to strike a balance between the facilitation of the exercise of shareholders ' rights and the right to privacy and the protection of personal data . the identification information on shareholders should be limited to the name and contact details including full address , telephone and e - mail address of , and the number of shares owned and voting rights held by the corresponding shareholders . this information should be accurate and kept up - to - date , and intermediaries as well as companies should allow for rectification or erasure of all incorrect or incomplete data . this identification information on shareholders should not be used for any other purpose than the facilitation of the exercise of shareholder rights . __________________ 19 directive 95 / 46 / ec of the european parliament and of the council of 24 october 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data .


### member states shall ensure that if a company chooses not to directly communicate with its shareholders , the information related to their shares shall be transmitted to them or , in accordance with the instructions given by the shareholder , to a third party , by the intermediary without undue delay in all of the following cases : ### member states shall ensure that if a company cannot directly communicate with its shareholders , the information related to their shares shall be transmitted to them or , in accordance with the instructions given by the shareholder , to a third party , by the intermediary without undue delay in all of the following cases :


### member states shall ensure that any charges that may be levied by an intermediary on shareholders , companies and other intermediaries shall be non - discriminatory and proportional . any differences in the charges levied between domestic and cross - border exercise of rights shall be duly justified . ### member states shall ensure that any charges that may be levied by an intermediary on companies and other intermediaries shall be non - discriminatory and proportional . any differences in the charges levied between domestic and cross - border exercise of rights shall be duly justified .


### member states shall ensure that institutional investors disclose to the public how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long - term performance of their assets . the information referred to in the first sentence shall at least be available on the company ' s website as long as it is applicable . ### member states shall ensure that institutional investors either comply with the obligation to disclose to the public how their equity investment strategy is aligned with the profile and duration of their liabilities and how it contributes to the medium to long - term performance of their assets or provide an explanation that is made available to the public as to why they have chosen not to comply with that obligation . the information referred to in the first sentence shall at least be available on the company ' s website as long as it is applicable .