Article 1 Subject matter and scope
1. This Directive lays down common rules on multiple-vote share (MVS) structures in companies that seek admission to trading of their shares on multilateral trading facilities (MTFs), which include SME growth markets, and that do not have any shares that are already admitted to trading on an MTF or a regulated market. 2. Article 5(4) shall also apply in respect of companies that have an MVS structure and whose shares are already admitted to trading on an MTF.
Article 2 Definitions
For the purposes of this Directive, the following definitions shall apply: (1) ‘company’ means a legal entity, incorporated as one of the types of companies listed in Annex II to Directive (EU) 2017/1132, which may under national law issue shares and seek admission to trading of its shares on an MTF; (2) ‘multiple-vote share’ or ‘MVS’ means a share belonging to a distinct and separate class of shares in which the shares carry more votes per share than in another class of shares with voting rights on matters to be decided at the general meeting of shareholders; (3) ‘multiple-vote share structure’ or ‘MVS structure’ means the share structure of a company that contains at least one class of MVSs; (4) ‘regulated market’ means a regulated market as defined in Article 4(1), point (21), of Directive 2014/65/EU; (5) ‘multilateral trading facility’ or ‘MTF’ means a multilateral trading facility as defined in Article 4(1), point (22), of Directive 2014/65/EU; (6) ‘SME growth market’ means an SME growth market as defined in Article 4(1), point (12), of Directive 2014/65/EU.
Article 3 Adoption or modification of an MVS structure before admission to trading
1. Member States shall ensure that a company whose shares are not already admitted to trading on a regulated market or an MTF has the right to adopt an MVS structure for the admission to trading of its shares on an MTF. Member States shall ensure that the decision of the company to adopt an MVS structure is taken by the general meeting of shareholders (‘general meeting’) by at least a qualified majority as specified in national law. Member States shall not make the adoption of an MVS structure conditional upon the provision of enhanced economic rights for shares without enhanced voting rights. For the purposes of the first subparagraph, where there are several classes of shares, the decision to adopt an MVS structure shall also be subject to a separate vote in each class of shares the rights of which are affected. 2. The right to adopt an MVS structure as referred to in paragraph 1 shall encompass the right of a company to adopt an MVS structure prior to seeking admission to trading of its shares on an MTF. 3. Member States may make the exercise of the enhanced voting rights attached to the MVSs conditional upon shares of the company being admitted to trading on an MTF. 4. Member States shall ensure that the investment firms and market operators operating an MTF do not prevent the admission to trading of shares of a company on the grounds that the company has adopted an MVS structure in accordance with paragraph 1. 5. This Article shall also apply, mutatis mutandis , in respect of a company whose shares are not already admitted to trading on a regulated market or an MTF, where that company decides to modify an existing MVS structure with a view to seeking admission to trading of its shares on an MTF.
Article 4 Safeguards
1. Member States shall ensure that companies with an MVS structure whose shares are to be traded or are traded on an MTF after exercising their right under Article 3 have appropriate safeguards in place to provide for adequate protection of the interests of shareholders who do not hold MVSs. To that effect, Member States shall: (a) ensure that the decision of a company to modify an MVS structure in a way that affects the voting rights of shares is taken by the general meeting by at least a qualified majority as specified in national law, and ensure that such a decision shall be subject to a separate vote in each class of shares the rights of which are affected; (b) limit the impact of the MVSs on the decision-making process at the general meeting by introducing at least one of the following: (i) a maximum ratio of the number of votes attached to MVSs to the number of votes attached to shares with the lowest voting rights; (ii) a requirement that decisions by the general meeting subject to qualified majority of the votes cast as specified in national law, excluding decisions regarding the appointment and dismissal of members of the administrative, management and supervisory bodies of the company, and also excluding operational decisions to be taken by such bodies which are submitted to the general meeting for approval, are to be adopted by: (1) a qualified majority, as specified in national law, both of the votes cast and either of the share capital represented at the general meeting or of the number of shares represented at the general meeting; or (2) a qualified majority, as specified in national law, of the votes cast, and subject to a separate vote in each class of shares the rights of which are affected. 2. Member States may provide for further safeguards to ensure adequate protection of the interests of shareholders who do not hold MVSs. Such safeguards may include, in particular, provisions to prevent the enhanced voting rights attached to MVSs from continuing to exist after: (a) their transfer to third parties or upon the death, incapacitation or retirement of the original holder of those MVSs (transfer-based sunset clause); (b) a designated period of time (time-based sunset clause); (c) the occurrence of a specified event (event-based sunset clause).
Article 5 Transparency
1. Member States shall ensure that companies with an MVS structure whose shares are to be traded or are traded on an SME growth market after exercising their right under Article 3 include the information listed in paragraph 3 of this Article in the following documents: (a) the prospectus referred to in Article 6 of Regulation (EU) 2017/1129 of the European Parliament and of the Council ( 10 ) , the EU Growth issuance prospectus referred to in Article 15a of that Regulation, or the admission document referred to in Article 33(3), point (c), of Directive 2014/65/EU, whichever the company publishes; and (b) the annual financial report referred to in Article 78(2), point (g), of Commission Delegated Regulation (EU) 2017/565 ( 11 ) , in cases where there has been a change to the information referred to in paragraph 3 of this Article since that information was last published in the prospectus, the EU Growth issuance prospectus or the admission document referred to in point (a) of this paragraph or in the previous annual financial report. 2. Member States shall ensure that companies with MVS structures whose shares are to be traded or are traded on an MTF not registered as an SME growth market, after exercising their right under Article 3, include the information listed in paragraph 3 of this Article in the following documents: (a) the prospectus referred to in Article 6 of Regulation (EU) 2017/1129, the EU Growth issuance prospectus referred to in Article 15a of that Regulation, or any admission document required by national law or by the rules of the relevant MTF, in cases where the company publishes such a prospectus or document; and (b) any annual financial report required by national law, in cases where the information referred to in paragraph 3 has not previously been published, or has changed since that information was last published, in the prospectus, EU Growth issuance prospectus or admission document referred to in point (a) of this paragraph or in the previous annual financial report. 3. The information referred to in paragraphs 1 and 2 consists of detailed information on the following: (a) the share structure of the company, with an indication of the different classes of shares, including shares which are not admitted to trading, and, for each class of shares: (i) the rights and obligations attached to the shares in that class, (ii) the percentage of the total share capital or of the total number of shares that the shares in that class represent, and (iii) the total number of votes that the shares in that class represent; (b) any restrictions on the transfer of shares, including agreements between shareholders which are known to the company and that could result in such restrictions; (c) any restrictions on voting rights of shares, including agreements between shareholders which are known to the company and that could result in such restrictions; (d) the identity, if known to the company, of shareholders holding MVSs representing more than 5 % of the voting rights of all shares in the company, and of natural persons or legal entities entitled to exercise voting rights on behalf of those shareholders, where applicable. For the purposes of point (d), where the shareholders or the persons entitled to exercise voting rights on their behalf are natural persons, the disclosure of their identity shall require only the provision of their names. 4. Member States shall require investment firms and market operators operating an MTF to ensure, by complying with the regulatory technical standards adopted in accordance with paragraph 5, that the shares of companies with MVS structures admitted to trading on that MTF are clearly identified as such by those investment firms and market operators. Member States shall also require those companies to inform, in accordance with those regulatory technical standards, the relevant investment firms and market operators about the existence of MVS structures. 5. The European Securities and Markets Authority (ESMA) shall develop draft regulatory technical standards to specify how the investment firms and market operators referred to in paragraph 4 shall identify shares of companies with MVS structures. Those draft regulatory technical standards shall also specify how those companies shall inform the relevant investment firms and market operators about the existence of those MVS structures. In developing those draft regulatory technical standards, which shall pursue the purpose of ensuring clear identification as referred to in paragraph 4, ESMA shall take into consideration established market standards and well-functioning practices for identifying companies with MVS structures. ESMA shall submit those draft regulatory technical standards to the Commission by 5 December 2025. Power is delegated to the Commission to supplement this Directive by adopting the regulatory technical standards referred to in this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.
Article 6 Review
By 5 December 2028, the Commission shall submit a report to the European Parliament and the Council on the implementation and effectiveness of this Directive, including on the appropriateness of extending the scope of this Directive. To that effect by 5 December 2027, each Member State shall provide the Commission with information in particular on the following: (a) the number of companies with an MVS structure admitted to trading on each MTF and regulated market in the Member State on or before 4 December 2026 and those admitted to trading on each MTF and regulated market in the Member State thereafter; (b) the sector in which the companies referred to in point (a) were active and the respective capitalisation at the moment of the admission to trading; (c) if available to the Member State, investor protection safeguards applied by the companies referred to in point (a) with respect to MVS structures.
Article 7 Transposition
1. Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by 5 December 2026. They shall immediately inform the Commission thereof. When Member States adopt those measures, they shall contain a reference to this Directive or be accompanied by such a reference on the occasion of their official publication. Member States shall determine how such reference is to be made. 2. Member States shall communicate to the Commission the text of the main measures of national law which they adopt in the field covered by this Directive, including any safeguards as referred to in Article 4(2).
Article 8 Entry into force
This Directive shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.
Article 9 Addressees
This Directive is addressed to the Member States.