Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies
Date: 2007-07-11
Institutions: Council of the European Union, European Parliament
Subjects: company with share capital, corporate governance, electronics, postal vote, proxy vote, right to vote, shareholder, shareholding

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DIRECTIVES

DIRECTIVE 2007/36/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

on the exercise of certain rights of shareholders in listed companies

of 11 July 2007

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE
EUROPEAN UNION,

general meetings via electronic means and ensuring that
cross-border voting rights are able to be exercised.

Having regard to the Treaty
Community, and in particular Articles 44 and 95 thereof,

establishing the European

(3)

Having regard to the proposal from the Commission,

Having regard to the opinion of the European Economic and
Social Committee (1),

Acting in accordance with the procedure laid down in Article
251 of the Treaty (2),

Whereas:

(4)

(1)

(2)

In its Communication to the Council and the European
Parliament of 21 May 2003, entitled ‘Modernising
Company Law and enhancing Corporate Governance in
the European Union — A Plan to Move Forward’, the
Commission indicated that new tailored initiatives should
be taken with a view to enhancing shareholders’ rights in
listed companies and that problems relating to cross-
border voting should be solved as a matter of urgency.

In its Resolution of 21 April 2004 (3),
the European
Parliament expressed its support for the Commission’s
intention to strengthen shareholders’ rights, in particular
through the extension of
the rules on transparency,
proxy voting rights, the possibility of participating in

(1) OJ C 318, 23.12.2006, p. 42.
(2) Opinion of the European Parliament of 15 February 2007 (not yet
published in the Official Journal) and Council Decision of 12 June
2007.

(3) OJ C 104 E, 30.4.2004, p. 714.

Holders of shares carrying voting rights should be able to
exercise those rights given that they are reflected in the
price that has to be paid at the acquisition of the shares.
Furthermore, effective shareholder control
is a pre-
requisite to sound corporate governance and should,
therefore, be facilitated and encouraged. It is therefore
necessary to adopt measures to approximate the laws
of
the Member States to this end. Obstacles which
deter shareholders from voting, such as making the
to the blocking of
exercise of voting rights subject
the general
shares during a certain period before
meeting, should be removed. However,
this Directive
does not affect existing Community legislation on units
issued by collective investment undertakings or on units
acquired or disposed of in such undertakings.

securities (4)

focuses on the

The existing Community legislation is not sufficient to
achieve this objective. Directive 2001/34/EC of
the
European Parliament and of
the Council of 28 May
2001 on the admission of securities to official stock
exchange listing and on information to be published
information
on those
issuers have to disclose to the market and accordingly
does not deal with the shareholder voting process itself.
Moreover, Directive 2004/109/EC of
the European
Parliament and of the Council of 15 December 2004
on the harmonisation of transparency requirements in
relation to information about
issuers whose securities
are admitted to trading on a regulated market (5)
imposes on issuers an obligation to make available
certain information and documents relevant to general
meetings, but such information and documents are to
be made available in the issuer’s home Member State.
Therefore,
be
certain minimum standards
introduced with a view to protecting investors and
promoting the smooth and effective exercise of share-
holder
rights attaching to voting shares. As regards
rights other than the right to vote, Member States are
free
these minimum
standards also to non-voting shares, to the extent that
those shares do not enjoy such standards already.

to extend the application of

should

(4) OJ L 184, 6.7.2001, p. 1. Directive as last amended by Directive

2005/1/EC (OJ L 79, 24.3.2005, p. 9).

(5) OJ L 390, 31.12.2004, p. 38.

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(5)

(6)

(7)

(8)

(9)

Significant proportions of shares in listed companies are
held by shareholders who do not reside in the Member
State in which the company has its registered office.
Non-resident shareholders should be able to exercise
their rights in relation to the general meeting as easily
as shareholders who reside in the Member State in which
the company has its registered office. This requires that
existing obstacles which hinder the access of non-resident
shareholders to the information relevant to the general
meeting and the exercise of voting rights without
physically attending the general meeting be removed.
The removal of
should also benefit
resident shareholders who do not or cannot attend the
general meeting.

these obstacles

Shareholders should be able to cast informed votes at, or
in advance of, the general meeting, no matter where they
reside. All shareholders should have sufficient time to
consider the documents intended to be submitted to
the general meeting and determine how they will vote
their shares. To this end, timely notice should be given of
the general meeting, and shareholders should be provided
with the complete information intended to be submitted
to the general meeting. The possibilities which modern
technologies
information instantly
accessible should be exploited. This Directive presupposes
listed companies already have an Internet site.
that all

to make

offer

Shareholders should, in principle, have the possibility to
put items on the agenda of the general meeting and to
table draft resolutions for items on the agenda. Without
prejudice to different time-frames and modalities which
are currently in use across the Community, the exercise
of those rights should be made subject to two basic rules,
namely that any threshold required for the exercise of
those rights should not exceed 5 % of the company’s
share capital and that all shareholders should in every
case receive the final version of the agenda in sufficient
time to prepare for the discussion and voting on each
item on the agenda.

Every shareholder should,
in principle, have the possi-
bility to ask questions related to items on the agenda
of
the general meeting and to have them answered,
while the rules on how and when questions are to be
asked and answered should be left to be determined by
Member States.

Companies should face no legal obstacles in offering to
their shareholders any means of electronic participation
in the general meeting. Voting without attending the
general meeting in person, whether by correspondence
to
or by electronic means,
constraints other than those necessary for the verification
identity and the security of electronic communi-
of
cations. However,
should not prevent Member
States from adopting rules aimed at ensuring that the
results of the voting reflect the intentions of the share-

should not be subject

this

including rules aimed at
holders in all circumstances,
addressing situations where new circumstances occur or
are revealed after a shareholder has cast his vote by
correspondence or by electronic means.

(10) Good corporate governance requires a smooth and
effective process of proxy voting. Existing limitations
and constraints which make proxy voting cumbersome
and costly should therefore be removed. But good
corporate governance also requires adequate safeguards
against a possible abuse of proxy voting. The proxy
should therefore be bound to observe any
holder
instructions he may have received from the shareholder
and Member States should be able to introduce appro-
priate measures ensuring that the proxy holder does not
pursue any interest other than that of the shareholder,
the reason that has given rise to the
irrespective of
interests. Measures against possible abuse
conflict of
may,
in particular, consist of regimes which Member
States may adopt in order to regulate the activity of
collection of
persons who actively engage
proxies or who have in fact collected more than a
certain significant number of proxies, notably to ensure
an adequate degree of reliability and transparency. Share-
holders have an unfettered right under this Directive to
appoint such persons as proxy holders to attend and vote
at general meetings in their name. This Directive does
not, however, affect any rules or sanctions that Member
States may impose on such persons where votes have
been cast by making
fraudulent use of proxies
collected. Moreover, this Directive does not impose any
obligation on companies to verify that proxy holders cast
votes in accordance with the voting instructions of the
appointing shareholders.

in the

(11) Where financial

intermediaries are involved, the effec-
tiveness of voting upon instructions relies, to a great
extent, on the efficiency of the chain of intermediaries,
given that investors are frequently unable to exercise the
voting rights attached to their shares without the coop-
eration of every intermediary in the chain, who may not
have an economic stake in the shares. In order to enable
the investor to exercise his voting rights in cross-border
situations,
it is therefore important that intermediaries
facilitate the exercise of voting rights. Further consid-
eration should be given to this issue by the Commission
in the context of a Recommendation, with a view to
ensuring that investors have access to effective voting
exercised in
services
accordance with the
those
investors.

rights
instructions

are
given by

and that

voting

(12) While the timing of disclosure to the administrative,
management or supervisory body as well as to the
public of votes cast in advance of the general meeting
electronically or by correspondence is an important
matter of corporate governance,
it can be determined
by Member States.

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(13)

(14)

Voting results should be established through methods
that reflect
the voting intentions expressed by share-
holders, and they should be made transparent after the
general meeting at least through the company’s Internet
site.

Since the objective of this Directive, namely to allow
their
shareholders effectively to make use of
rights
sufficiently
cannot be
the Community,
throughout
achieved by the Member States on the basis of
the
existing Community legislation and can therefore, by
the measures, be
reason of
the Community
better achieved at Community level,
may adopt measures,
in accordance with the principle
of subsidiarity as set out in Article 5 of the Treaty. In
accordance with the principle of proportionality, as set
out in that Article, this Directive does not go beyond
what is necessary in order to achieve that objective.

the scale and effects of

(15)

In accordance with paragraph 34 of the Interinstitutional
Agreement on better law-making (1), Member States are
encouraged to draw up,
themselves and in the
for
interests of the Community, their own tables illustrating,
as far as possible, the correlation between this Directive
and the transposition measures, and to make them
public,

HAVE ADOPTED THIS DIRECTIVE:

CHAPTER I

GENERAL PROVISIONS

Article 1

Subject-matter and scope

This Directive establishes requirements in relation to the
1.
exercise of certain shareholder rights attaching to voting shares
in relation to general meetings of companies which have their
registered office in a Member State and whose shares are
admitted to trading on a
situated or
operating within a Member State.

regulated market

2.
The Member State competent to regulate matters covered
in this Directive shall be the Member State in which the
company has
to the
‘applicable law’ are references to the law of that Member State.

registered office, and references

its

3. Member States may exempt
following types of companies:

from this Directive the

and administrative provisions relating to undertakings for
collective investment in transferable securities (UCITS) (2);

(b) undertakings the sole object of which is the collective
investment of capital provided by the public, which
operate on the principle of risk spreading and which do
not seek to take legal or management control over any of
the issuers of their underlying investments, provided that
these collective investment undertakings are authorised
to the supervision of competent authorities
and subject
and that
they have a depositary exercising functions
equivalent to those under Directive 85/611/EEC;

(c) cooperative societies.

Article 2

Definitions

For the purposes of this Directive the following definitions shall
apply:

(a)

‘regulated market’ means a market as defined in Article 4(1),
the European
point 14, of Directive 2004/39/EC of
Parliament and of
the Council of 21 April 2004 on
markets in financial instruments (3);

(b) ‘shareholder’ means the natural or legal person that
recognised as a shareholder under the applicable law;

is

(c)

‘proxy’ means the empowerment of a natural or
legal
person by a shareholder to exercise some or all rights of
that shareholder in the general meeting in his name.

Article 3

Further national measures

This Directive shall not prevent Member States from imposing
further obligations on companies or from otherwise taking
further measures to facilitate the exercise by shareholders of
the rights referred to in this Directive.

CHAPTER II

GENERAL MEETINGS OF SHAREHOLDERS

Article 4

Equal treatment of shareholders

(a) collective investment undertakings within the meaning of
Article 1(2) of Council Directive 85/611/EEC of 20
December 1985 on the coordination of laws, regulations

The company shall ensure equal treatment for all shareholders
who are in the same position with regard to participation and
the exercise of voting rights in the general meeting.

(1) OJ C 321, 31.12.2003, p. 1.

(2) OJ L 375, 31.12.1985, p. 3.
(3) OJ L 145, 30.4.2004, p. 1.

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Article 5

Information prior to the general meeting

1. Without prejudice to Articles 9(4) and 11(4) of Directive
2004/25/EC of the European Parliament and of the Council of
21 April 2004 on takeover bids (1), Member States shall ensure
that the company issues the convocation of the general meeting
in one of the manners specified in paragraph 2 of this Article
not later than on the 21st day before the day of the meeting.

Member States may provide that, where the company offers the
facility for shareholders to vote by electronic means accessible
to all shareholders, the general meeting of shareholders may
decide that it shall issue the convocation of a general meeting
which is not an annual general meeting in one of the manners
specified in paragraph 2 of this Article not later than on the
14th day before the day of the meeting. This decision is to be
taken by a majority of not less than two thirds of the votes
attaching to the shares or the subscribed capital represented and
for a duration not later than the next annual general meeting.

Member States need not apply the minimum periods referred to
in the first and second subparagraphs for
the second or
subsequent convocation of a general meeting issued for lack
of a quorum required for the meeting convened by the first
this Article has been complied
convocation, provided that
with for the first convocation and no new item is put on the
agenda, and that at
least 10 days elapse between the final
convocation and the date of the general meeting.

2. Without prejudice to further requirements for notification
or publication laid down by the competent Member State as
defined in Article 1(2), the company shall be required to issue
the convocation referred to in paragraph 1 of this Article in a
manner ensuring fast access to it on a non-discriminatory basis.
The Member State shall require the company to use such media
as may reasonably be relied upon for the effective dissemination
of information to the public throughout the Community. The
Member State may not impose an obligation to use only media
whose operators are established on its territory.

(b) contain a clear and precise description of the procedures
that shareholders must comply with in order to be able
to participate and to cast
their vote in the general
meeting. This includes information concerning:

(i) the rights available to shareholders under Article 6, to
the extent that those rights can be exercised after the
issuing of the convocation, and under Article 9, and the
deadlines by which those rights may be exercised; the
convocation may confine itself
to stating only the
deadlines by which those rights may be exercised,
provided it contains a reference to more detailed infor-
mation concerning those rights being made available on
the Internet site of the company;

(ii) the procedure for voting by proxy, notably the forms to
be used to vote by proxy and the means by which the
company is prepared to accept electronic notifications
of the appointment of proxy holders; and

(iii) where applicable, the procedures for casting votes by

correspondence or by electronic means;

(c) where applicable, state the record date as defined in Article
7(2) and explain that only those who are shareholders on
that date shall have the right to participate and vote in the
general meeting;

(d) indicate where and how the full, unabridged text of the
documents and draft resolutions referred to in points (c)
and (d) of paragraph 4 may be obtained;

(e)

indicate the address of the Internet site on which the infor-
mation referred to in paragraph 4 will be made available.

The Member State need not apply the first subparagraph to
companies that are able to identify the names and addresses
of their shareholders from a current register of shareholders,
provided that the company is under an obligation to send the
convocation to each of its registered shareholders.

4. Member States shall ensure that, for a continuous period
beginning not later than on the 21 day before the day of the
the meeting,
general meeting and including the day of
the
company shall make available to its
shareholders on its
Internet site at least the following information:

In either case the company may not charge any specific cost for
issuing the convocation in the prescribed manner.

(a)

the convocation referred to in paragraph 1;

3.

The convocation referred to in paragraph 1 shall at least:

(a)

indicate precisely when and where the general meeting is to
take place, and the proposed agenda for
the general
meeting;

(b) the total number of shares and voting rights at the date of
the convocation (including separate totals for each class of
shares where the company’s capital is divided into two or
more classes of shares);

(1) OJ L 142, 30.4.2004, p. 12.

(c)

the documents to be submitted to the general meeting;

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(d) a draft resolution or, where no resolution is proposed to be
adopted, a comment from a competent body within the
company, to be designated by the applicable law, for each
item on the proposed agenda of
the general meeting;
moreover, draft resolutions tabled by shareholders shall be
added to the Internet site as soon as practicable after the
company has received them;

(e) where applicable, the forms to be used to vote by proxy and
to vote by correspondence, unless those forms are sent
directly to each shareholder.

Where the forms referred to in point
(e) cannot be made
available on the Internet for technical reasons, the company
shall
indicate on its Internet site how the forms can be
obtained on paper. In this case the company shall be required
to send the forms by postal services and free of charge to every
shareholder who so requests.

this Article,

Where, pursuant
to Articles 9(4) or 11(4) of Directive
2004/25/EC, or to the second subparagraph of paragraph 1
the general meeting is
of
the
issued later than on the 21st day before the meeting,
period
shortened
accordingly.

in this paragraph shall be

the convocation of

specified

Article 6

2. Where any of the rights specified in paragraph 1 is subject
to the condition that the relevant shareholder or shareholders
hold a minimum stake in the company, such minimum stake
shall not exceed 5 % of the share capital.

3.
Each Member State shall set a single deadline, with
reference to a specified number of days prior to the general
the convocation, by which shareholders may
meeting or
exercise the right referred to in paragraph 1, point (a). In the
same manner each Member State may set a deadline for the
exercise of the right referred to in paragraph 1, point (b).

4. Member States shall ensure that, where the exercise of the
right referred to in paragraph 1, point (a) entails a modification
of the agenda for the general meeting already communicated to
shareholders, the company shall make available a revised agenda
in the same manner as the previous agenda in advance of the
applicable record date as defined in Article 7(2) or, if no record
date applies, sufficiently in advance of the date of the general
meeting so as to enable other shareholders to appoint a proxy
or, where applicable, to vote by correspondence.

Article 7

Requirements for participation and voting in the general
meeting

1. Member States shall ensure:

Right to put items on the agenda of the general meeting
and to table draft resolutions

1. Member States shall ensure that shareholders, acting indi-
vidually or collectively:

(a)

(a) have the right to put items on the agenda of the general
meeting, provided that each such item is accompanied by a
justification or a draft resolution to be adopted in the
general meeting; and

(b) have the right to table draft resolutions for items included
or to be included on the agenda of a general meeting.

Member States may provide that the right referred to in point
(a) may be exercised only in relation to the annual general
meeting, provided that
shareholders, acting individually or
collectively, have the right to call, or to require the company
to call, a general meeting which is not an annual general
meeting with an agenda including at
the items
requested by those shareholders.

least all

that the rights of a shareholder to participate in a general
meeting and to vote in respect of any of his shares are not
that his shares be deposited
subject to any requirement
registered in the name of,
with, or
transferred to, or
another natural or
general
meeting; and

legal person before

the

(b) that the rights of a shareholder to sell or otherwise transfer
his shares during the period between the record date, as
defined in paragraph 2, and the general meeting to which
it applies are not subject to any restriction to which they are
not subject at other times.

2. Member States shall provide that the rights of a share-
holder to participate in a general meeting and to vote in
respect of his shares shall be determined with respect to the
shares held by that shareholder on a specified date prior to the
general meeting (the record date).

Member States may provide that those rights shall be exercised
in writing (submitted by postal services or electronic means).

Member States need not apply the first
subparagraph to
companies that are able to identify the names and addresses
of their shareholders from a current register of shareholders on
the day of the general meeting.

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Each Member State shall ensure that a single record date
3.
applies to all companies. However, a Member State may set one
record date for companies which have issued bearer shares and
another record date for companies which have issued registered
shares, provided that a single record date applies to each
company which has issued both types of shares. The record
date shall not lie more than 30 days before the date of the
general meeting to which it applies.
In implementing this
provision and Article 5(1), each Member State shall ensure
that at least eight days elapse between the latest permissible
date for
the general meeting and the
record date.
In calculating that number of days those two
dates shall not be included. In the circumstances described in
Article 5(1), third subparagraph, however, a Member State may
six days elapse between the latest
require that at
permissible date for the second or subsequent convocation of
the general meeting and the record date.
In calculating that
number of days those two dates shall not be included.

the convocation of

least

Article 9

Right to ask questions

1.
Every shareholder shall have the right to ask questions
related to items on the agenda of the general meeting. The
company shall answer the questions put to it by shareholders.

2.
The right to ask questions and the obligation to answer
are subject to the measures which Member States may take, or
allow companies to take, to ensure the identification of share-
holders,
and their
preparation and the protection of confidentiality and business
interests of companies. Member States may allow companies to
provide one overall answer
to questions having the same
content.

the good order of general meetings

4.
Proof of qualification as a shareholder may be made
subject only to such requirements as are necessary to ensure
the identification of shareholders and only to the extent that
they are proportionate to achieving that objective.

Member States may provide that an answer shall be deemed to
information is available on the
be given if
company’s Internet site in a question and answer format.

the relevant

Article 8

Participation in the general meeting by electronic means

1. Member States shall permit companies to offer to their
shareholders any form of participation in the general meeting
by electronic means, notably any or all of the following forms
of participation:

(a) real-time transmission of the general meeting;

Article 10

Proxy voting

Every shareholder shall have the right

1.
to appoint any
other natural or legal person as a proxy holder to attend and
vote at a general meeting in his name. The proxy holder shall
enjoy the same rights to speak and ask questions in the general
meeting as those to which the shareholder thus represented
would be entitled.

(b) real-time two-way communication enabling shareholders to

address the general meeting from a remote location;

Apart from the requirement that the proxy holder possess legal
capacity, Member States shall abolish any legal rule which
restricts, or allows companies to restrict,
the eligibility of
persons to be appointed as proxy holders.

(c) a mechanism for casting votes, whether before or during the
the need to appoint a proxy

general meeting, without
holder who is physically present at the meeting.

2.
The use of electronic means for the purpose of enabling
shareholders to participate in the general meeting may be made
subject only to such requirements and constraints as are
necessary to ensure the identification of shareholders and the
security of the electronic communication, and only to the extent
that they are proportionate to achieving those objectives.

This is without prejudice to any legal rules which Member
States have adopted or may adopt concerning the decision-
making process within the company for the introduction or
implementation of any form of participation by electronic
means.

2. Member States may limit the appointment of a proxy
holder to a single meeting, or to such meetings as may be
held during a specified period.

Without prejudice to Article 13(5), Member States may limit the
number of persons whom a shareholder may appoint as proxy
holders in relation to any one general meeting. However, if a
shareholder has shares of a company held in more than one
securities account, such limitation shall not prevent the share-
holder from appointing a separate proxy holder as regards
shares held in each securities account in relation to any one
general meeting. This does not affect rules prescribed by the
applicable law that prohibit the casting of votes differently in
respect of shares held by one and the same shareholder.

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to restrict

Apart from the limitations expressly permitted in para-
3.
graphs 1 and 2, Member States shall not restrict or allow
companies
rights
through proxy holders for any purpose other than to address
potential conflicts of interest between the proxy holder and the
shareholder, in whose interest the proxy holder is bound to act,
and in doing so Member States
impose any
requirements other than the following:

exercise of

shareholder

shall not

the

(a) Member States may prescribe that the proxy holder disclose
certain specified facts which may be relevant for the share-
holders in assessing any risk that the proxy holder might
pursue any interest other than the interest of the share-
holder;

(b) Member States may restrict or exclude the exercise of share-
holder rights through proxy holders without specific voting
instructions for each resolution in respect of which the
proxy holder is to vote on behalf of the shareholder;

(c) Member States may restrict or exclude the transfer of the
proxy to another person, but this shall not prevent a proxy
holder who is a legal person from exercising the powers
conferred upon it through any member of its administrative
or management body or any of its employees.

A conflict of interest within the meaning of this paragraph may
in particular arise where the proxy holder:

(i) is a controlling shareholder of the company, or is another

entity controlled by such shareholder;

(ii) is a member of the administrative, management or super-
visory body of the company, or of a controlling share-
holder or controlled entity referred to in point (i);

(iii) is an employee or an auditor of the company, or of a
controlling shareholder or controlled entity referred to
in (i);

of shareholders so represented. Where a proxy holder holds
proxies from several shareholders,
the applicable law shall
enable him to cast votes for a certain shareholder differently
from votes cast for another shareholder.

Article 11

Formalities for proxy holder appointment and notification

1. Member States shall permit shareholders to appoint a
proxy holder by electronic means. Moreover, Member States
shall permit companies
the
to accept
appointment by electronic means, and shall ensure that every
company offers to its shareholders at least one effective method
of notification by electronic means.

the notification of

this

only

basic

in writing. Beyond

2. Member States shall ensure that proxy holders may be
appointed, and that such appointment be notified to the
company,
formal
requirement, the appointment of a proxy holder, the notifi-
cation of the appointment to the company and the issuance
of voting instructions, if any, to the proxy holder may be made
subject only to such formal requirements as are necessary to
ensure the identification of the shareholder and of the proxy
holder, or to ensure the possibility of verifying the content of
voting instructions, respectively, and only to the extent that
they are proportionate to achieving those objectives.

The provisions of this Article shall apply mutatis mutandis

3.
for the revocation of the appointment of a proxy holder.

Article 12

Voting by correspondence

Member States shall permit companies to offer their share-
holders the possibility to vote by correspondence in advance
of the general meeting. Voting by correspondence may be made
subject only to such requirements and constraints as are
necessary to ensure the identification of shareholders and only
to the extent
they are proportionate to achieving that
objective.

that

(iv) has a family relationship with a natural person referred to

in points (i) to (iii).

Article 13

The proxy holder shall cast votes in accordance with the

4.
instructions issued by the appointing shareholder.

Member States may require proxy holders to keep a record of
the voting instructions for a defined minimum period and to
the voting instructions have been
confirm on request
carried out.

that

5.
A person acting as a proxy holder may hold a proxy from
more than one shareholder without limitation as to the number

Removal of certain impediments to the effective exercise
of voting rights

1.
This Article applies where a natural or legal person who is
recognised as a shareholder by the applicable law acts in the
course of a business on behalf of another natural or legal
person (the client).

2. Where the applicable law imposes disclosure requirements
as a prerequisite for the exercise of voting rights by a share-
holder referred to in paragraph 1, such requirements shall not
go beyond a list disclosing to the company the identity of each
client and the number of shares voted on his behalf.

L 184/24

EN

Official Journal of the European Union

14.7.2007

3. Where the applicable law imposes formal requirements on
the authorisation of a shareholder referred to in paragraph 1 to
exercise voting rights, or on voting instructions, such formal
requirements shall not go beyond what is necessary to ensure
the identification of the client, or the possibility of verifying the
content of voting instructions, respectively, and is proportionate
to achieving those objectives.

CHAPTER III

FINAL PROVISIONS

Article 15

Transposition

A shareholder

4.
permitted to cast votes attaching to some of
differently from votes attaching to the other shares.

referred to in paragraph 1 shall be
the shares

5. Where the applicable law limits the number of persons
whom a shareholder may appoint
in
as proxy holders
such limitation shall not
accordance with Article 10(2),
prevent a shareholder
this
Article from granting a proxy to each of his clients or to any
third party designated by a client.

referred to in paragraph 1 of

Article 14

Voting results

1.
The company shall establish for each resolution at least
the number of shares for which votes have been validly cast, the
proportion of the share capital represented by those votes, the
total number of votes validly cast as well as the number of
votes cast in favour of and against each resolution and, where
applicable, the number of abstentions.

However, Member States may provide or allow companies to
provide that if no shareholder requests a full account of the
voting, it shall be sufficient to establish the voting results only
to the extent needed to ensure that the required majority is
reached for each resolution.

2. Within a period of
applicable law, which shall not exceed 15 days after
general meeting,
site
voting
the
paragraph 1.

time to be determined by the
the
the company shall publish on its Internet
in accordance with

established

results

Member States shall bring into force the laws, regulations and
administrative provisions necessary
to comply with this
Directive by 3 August 2009 at the latest. They shall forthwith
communicate to the Commission the text of those measures.

Notwithstanding the first paragraph, Member States which on 1
July 2006 had in force national measures restricting or prohi-
biting the appointment of a proxy holder in the case of Article
10(3), second subparagraph, point (ii), shall bring into force the
laws, regulations and administrative provisions necessary in
order to comply with Article 10(3) as concerns such restriction
or prohibition by 3 August 2012 at the latest.

Member States shall forthwith communicate the number of days
specified under Articles 6(3) and 7(3), and any subsequent
changes thereof, to the Commission, which shall publish this
information in the Official Journal of the European Union.

When Member States adopt the measures referred to in the first
paragraph, they shall contain a reference to this Directive or
shall be accompanied by such reference on the occasion of their
official publication. The methods of making such reference shall
be laid down by the Member States.

Article 16

Entry into force

This Directive shall enter into force on the 20th day following
its publication in the Official Journal of the European Union.

Article 17

Addressees

This Directive is addressed to the Member States.

Done at Strasbourg, 11 July 2007.

3.
This Article is without prejudice to any legal rules that
Member States have adopted or may adopt concerning the
formalities required in order for a resolution to become valid
or the possibility of a subsequent legal challenge to the voting
result.

For the European Parliament
The President

For the Council
The President

H.-G. PÖTTERING

M. LOBO ANTUNES