List of days provided for according to Article 15 of Directive 2007/36/EC
Date: 2010-10-21
Institutions: European Commission
Subjects: directive, national implementing measure, organisation








C_2010285EN.01000101.xml










21.10.2010   


EN


Official Journal of the European Union


C 285/1





List of days provided for according to Article 15 of Directive 2007/36/EC
2010/C 285/01
Article 15 of 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 (the ‘Directive’) requires Member States to communicate the number of days specified under Articles 6(3) and 7(3) of the Directive to the Commission which shall subsequently publish it.
The Directive had to be transposed by 3 August 2009. The list published in the Annex to this communication comprises the information provided by Member States by 16 September 2010.
Article 6(3) of the Directive says that each Member State shall set a single deadline, with reference to a specified number of days prior to the general meeting or the convocation, by which shareholders may exercise the right to put items on the agenda of the general meeting (see Article 6(1) point (a)). In the same manner each Member State may set a deadline for the exercise of the right to table draft resolutions for items included or to be included on the agenda of a general meeting (see Article 6(1) point (b)).
According to Article 7(3) of the Directive, each Member State shall ensure that a single record date 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 list published in the Annex was drawn up by the Commission on the basis of information supplied by the Member States. The Commission is responsible only for the accurate reproduction of information received.


ANNEX

Article 6(3)







Belgium


No information provided.




Bulgaria


The number of days for the purposes of Article 6(3) is set to 15 days prior to the general meeting.




Czech Republic


In order to put items on the agenda of the general meeting, a request must be delivered at the latest the 20th day prior to the general meeting or if given, before the record date. In order to table draft resolutions for items, if they are included on the agenda of a general meeting, the deadline is five days prior to the general meeting. If they are to be included on the agenda of a general meeting, the deadline is seven days prior the publication/announcement of the convocation of the general meeting.




Denmark


Shareholders are entitled to have their nominated issues included on the agenda for the general meeting where their request is received by the central governing body at least six weeks before the date of the meeting. If the request is received less than six weeks before the date of the general meeting, the central governing body must decide whether the request has been made with enough time for the issues to be included on the agenda.




Germany


In order to put items on the agenda of the general meeting, a request must be delivered 30 days prior to the general meeting. There is no deadline for the exercise of the right to table draft resolutions, Article 6(1)(b).




Estonia


Management board or shareholders with their shares representing at least one-tenth of the share capital, or shareholders with their shares representing at least one-twentieth of the share capital in case of a public limited company noted on stock exchange, may request additional items to be included in the agenda of an annual general meeting, if the relevant request has been presented no later than 15 days before the date of the general meeting. Shareholders with their shares representing at least one-tenth of the share capital, or shareholders with their shares representing at least one-twentieth of the share capital in case of a public limited company noted on stock exchange, may present to the public limited company a draft resolution for every item of the agenda. The right prescribed in the previous sentence may be exercised no later than three days before the date of the general meeting.




Ireland


Re Article 6(3), which refers to the ‘single deadline, with reference to a specified number of days prior to the general meeting’ applicable to the shareholder right to put items on the agenda of the meeting, the number of such days specified by Ireland is 42 days before the meeting to which it relates.




Greece


No information provided.




Spain


The specific number of days set by Spanish legislation in relation to Article 6(3) of the Directive is five days since the publication of the convocation.




France


In order to put items on the agenda of the general meeting, a request must be delivered 25 days prior to the general meeting. If the company has published the notice of the general meeting in the ‘Bulletin des Annonces Légales Obligatoires’ more than 45 days before the date of the general meeting, the request has to be made within 20 days following this publication.




Italy


The time limit is calculated starting from the day when the general meeting notice is published: the request must be submitted within 10 days starting from the notice publication when the ordinary time limit for convocation applies (30 days before the date of the meeting), or within five days from the notice publication when the short time limit for convocation applies (21 days before the date of the meeting).




Cyprus


In relation to Article 6(3), the deadline is 42 days before the general meeting.




Latvia


The Latvian law transposing Article 6(3) of the Directive stipulates that shareholders have seven days from the date of the convocation of a general meeting to table draft resolutions for items to be included on the agenda of that meeting.




Lithuania


Pursuant to Article 6(3), the Law on Companies of the Republic of Lithuania stipulates that new items may be added to the agenda for a company’s general meeting if the proposal to supplement the agenda is received no later than 14 days before the meeting. Draft resolutions on the proposed items or, when it is not mandatory to adopt resolutions, explanatory notes on each proposed item of the agenda of the general meeting shall be accompanied alongside with the proposal. The Law on Companies of the Republic of Lithuania also stipulates that shareholders may, at any time up to or during the general meeting, propose new draft resolutions for items included in the agenda.




Luxembourg


No information provided.




Hungary


As for the deadline required in Article 6(3), the shareholders may exercise their rights set out in point (a) and (b) of Article 6(1) within eight days following the publication/announcement of the convocation of the general meeting.




Malta


The listing rules issued in terms of the Financial Markets Act provide that, in the case of public limited liability companies registered in Malta and whose shares are admitted to trading on a regulated market within the EU, the request to put items on the agenda of the general meeting or the draft resolution shall be submitted to the issuer in electronic or hard copy form at least 46 days before the general meeting to which it relates.




Netherlands


In order to put items and draft resolutions on the agenda of the general meeting, a written request must be received by the company 60 days before the day of the meeting.




Austria


The day specified under Article 6(1)(a) is the 21st day prior to the annual general meeting. The day specified under Article 6(1)(b) is the seventh working day prior to the general meeting.




Poland


Shareholders shall submit items for inclusion on the agenda of the general meeting three weeks before the scheduled date of the General Meeting. Shareholders may table draft resolutions included on the agenda until the scheduled start of the general meeting.




Portugal


No information provided.




Romania


According to the Romanian rules, the shareholders may exercise the rights provided for in Article 6 (1)(a) and (b) within 15 days following the convocation.




Slovenia


In order to put items on the agenda of the general meeting, a request must be sent to the company within seven days at the latest following the publication of the convocation of the general meeting. Shareholders may propose resolutions in writing for each agenda item. If within seven days following the publication of the convocation of the general meeting the shareholder sends the company a reasonably substantiated proposal, giving notification that he/she will oppose the proposal of the management or supervisory body and that he/she will prevail upon other shareholders to vote for his/her counterproposal, shareholders’ proposals shall be published and notified in the same way as the convocation of the general meeting. Shareholders’ proposals which have not been sent to the company by this deadline and have been submitted no later than at the general meeting itself shall be discussed at the general meeting.




Slovakia


The number of days for the purposes of Article 6(3) is set to 20 days prior to the general meeting. In practice, the shareholders may exercise their rights pursuant to Article 6(1)(a) and (b) also after the 20th day but it would depend on the management board if such late proposals would be sent out/published in time (minimum 10 days prior to general meeting). Technically, it is possible to exercise the abovementioned rights even at the general meeting but any such proposals shall be accepted unanimously with the present quorum of 100 % shareholders.




Finland


In order for a shareholder to include a specific matter to the agenda of a general meeting pursuant to Article 6(1)(a) of the Directive, the due date for such a demand is four weeks before the delivery of the notice of the general meeting. In the Finnish Limited Liability Act, there is no specific date for using the shareholder right of Article 6(1)(b) of the Directive, but a shareholder can use such right at any time, even during the general meeting.




Sweden


A shareholder who wishes to have a matter addressed at a general meeting shall submit a request to the board of directors no later than one week prior to the earliest date on which notice to attend the general meeting may be issued, or else in due time for the matter to be included in the notice to attend the meeting.




United Kingdom


A request must be received by the company no later than — (a) six weeks before the general meeting; or (b) if later, the time at which notice is given of the general meeting.








Article 7(3)







Belgium


No information provided.




Bulgaria


Bulgaria provides that the right to participate in a general meeting and to vote may be exercised only by shareholders recorded as shareholders 14 day before the general meeting.




Czech Republic


The record date is always the seventh day prior to the general meeting (only for listed companies).




Denmark


In public limited companies whose shares are admitted to trading on a regulated market, a shareholder’s right to attend a general meeting and to vote on their shares must be determined on the basis of the shares held by the shareholder at the date of registration. The date of registration is one week before the date of the general meeting.




Germany


The record date according to Article 7(3) is the beginning of the 21st date prior to the general meeting. This provision only applies to companies which have issued bearer shares.




Estonia


The set of shareholders entitled to take part in a general meeting of a public limited company noted on a stock exchange shall be determined seven days before the date of the general meeting.




Ireland


Re Article 7(3), which refers to the ‘record date’ by reference to which the right of shareholders to participate in and vote at general meetings is determined, the number of days specified by Ireland is two.




Greece


No information provided.




Spain


The specific number of days set by Spanish legislation in relation to Article 7(3) of the Directive is five days before the general meeting.




France


The record date is the third working day (midnight) prior to the general meeting.




Italy


The record date is the end of the seventh business day prior to the date of the general meeting.




Cyprus


In relation to Article 7(3), the record date is two working days.




Latvia


The Latvian law transposing Article 7(3) of the Directive stipulates that the record date is the date six working days before the shareholders’ meeting. At the close of business on that date the shareholders of the public limited liability company are recorded, along with the number of shares held by them for participation in the general meeting.




Lithuania


For all public limited liability companies, the record date is the fifth working day before a general meeting or the fifth working day before a reconvened shareholders’ meeting.




Luxembourg


No information provided.




Hungary


As for the deadline required in Article 7(3), the record date for all public limited liability companies must be within the seventh working day prior to the general meeting.




Malta


The listing rules define record date, for public limited liability companies registered in Malta and whose shares are admitted to trading on a regulated market within the EU, as being the day falling 30 days immediately preceding the date set for the general meeting to which it relates.




Netherlands


The record date is the 28th day before the day of the general meeting.




Austria


The day specified under Article 7(3) (record date) is the end of the 10th day prior to the general meeting.




Poland


The record date is set at 16 days before the general meeting. This date shall be the same for persons entitled by virtue of holding bearer shares and persons entitled by virtue of holding registered shares.




Portugal


No information provided.




Romania


Each company shall establish a single record date. The record date according to Article 7(3) has to be prior to the date allowed for the submission of proxies, meaning that the record date should be at least two days prior to the general shareholders meeting.




Slovenia


The general meeting may be attended and the voting rights exercised solely by those shareholders who are registered as holders of shares in the central register of book-entry securities at the end of the fourth day prior to the general meeting.




Slovakia


The record date (Article 7(3)) for all Slovak public joint stock companies shall be the third day prior to the general meeting.




Finland


With regard to Article 7(3) of the Directive, the general meeting record date is eight working days before a general meeting.




Sweden


The record date that applies to companies covered by the Directive is set to five weekdays prior to the general meeting.




United Kingdom


A traded company must determine the right to vote at a general meeting of the company by reference to the register of members as at a time (determined by the company) that is no more than 48 hours before the time for the holding of the meeting. In calculating this period, no account is to be taken of any part of a day that is not a working day.