Directive 92/49 on the coordination of laws, regulations and administrative provisions relating to direct insurance other than life assurance and amending Directives 73/239 and 88/357 (third non-life insurance Directive), as amended by Directive 2007/44, must be interpreted as not precluding a Member State, in a situation in which the competent national authority could validly oppose a proposed acquisition pursuant to Article 15b(2) thereof, from authorising that authority from attaching restrictions or requirements to the approval of the proposed acquisition, provided that the rights of the proposed acquirer under that directive are not adversely affected.

Directive 92/49 on the coordination of laws, regulations and administrative provisions relating to direct insurance other than life assurance and amending Directives 73/239 and 88/357 (third non-life insurance Directive), as amended by Directive 2007/44, must be interpreted as meaning that the competent national authority is not required to impose restrictions or requirements on the proposed acquirer before it can oppose the proposed acquisition. If that authority decides to attach restrictions or requirements to the approval of a proposed acquisition, those restrictions cannot be based on a criterion which is not among those set out in Article 15b(1) of that directive, nor can they go beyond what is necessary in order for the acquisition to satisfy those criteria.

Article 15b(1) of Directive 92/49 on the coordination of laws, regulations and administrative provisions relating to direct insurance other than life assurance and amending Directives 73/239 and 88/357 (third non-life insurance Directive), as amended by Directive 2007/44, must be interpreted as not precluding in principle, the competent national authority from imposing a requirement relating to corporate governance concerning the composition of the supervisory boards of the insurance companies concerned by the proposed acquisition.

It follows from Article 15b(1)(d) of Directive 92/49 that the competent national authorities may oppose the proposed acquisition for a reason relating to the ability of the insurance undertaking in question, if the acquisition were to take place, to comply and continue to comply with the prudential requirements based inter alia on that directive, given that, according to that provision, the ability of an insurance undertaking to comply and continue to comply with the prudential obligations requires that the group of which it will become a part has a structure that makes it possible for the competent national authority to exercise effective supervision.

It may legitimately be considered that a requirement aiming to guarantee the independence of the supervisory body of a company may contribute to the quality and reliability of the prudential information that it must provide, that being information which is necessary in order for the competent national authority to exercise effective supervision over that company.

Therefore, such a requirement may be considered, in principle, as one which is based on one of the criteria listed in Article 15b(1) of Directive 92/49.

However, it is for the national court to determine, by taking account of all the circumstances in the main proceedings, whether that requirement is necessary to enable the acquisitions at issue in the main proceedings to satisfy the criteria laid down in that provision.

(see paras 48, 52, 53, 56, operative part 3)