natgillin/translations-raw huggingface dataset:
The prox y holder shall enjoy the same rights to vote, speak and ask questions at the general meeting as those to which the shareholder thus represented would be entitled.
The prox y holder shall enjoy the same rights to vote, speak and ask questions at the general meeting as those to which the shareholder thus represented would be entitled.
Apart from the requirement that the proxy holder possesses legal capacity, Member States shall abolish any rule of law that restricts, or allows companies to restrict, the eligibility of persons to be appointed as proxy holders without prejudice to the provisions of this Directive.
Apart from the requirement that the proxy holder possesses legal capacity, Member States shall abolish any rule of law that restricts, or allows companies to restrict, the eligibility of persons to be appointed as proxy holders without prejudice to the provisions of this Directive.
However, Member States may restrict the right of proxy holders to exercise the voting rights at their discretion in cases where:
However, Member States may restrict the right of proxy holders to exercise the voting rights at their discretion in cases where:
(a) they have a business, family or other relationship with the issuer,
(a) they have a business, family or other relationship with the issuer,
(b) they are a controlling shareholder of the issuer,
(b) they are a controlling shareholder of the issuer,
(c) they belong to the management of the issuer or of one of its controlling shareholders.
(c) they belong to the management of the issuer or of one of its controlling shareholders.
A shareholder may only appoint one person to act for him as a proxy holder in relation to any one general meeting.
A shareholder may only appoint one person to act for him as a proxy holder in relation to any one general meeting.
ARTICLE 10, PARAGRAPH 1 A (new)
ARTICLE 10, PARAGRAPH 1 A (new)
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.
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 a particular general meeting.
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 a particular general meeting.
Such limitation shall not, however, reduce the number to fewer than one proxy holder for shares held in the same securities account.
Such limitation shall not, however, reduce the number to fewer than one proxy holder for shares held in the same securities account.
ARTICLE 10, PARAGRAPH 1 B (new)
ARTICLE 10, PARAGRAPH 1 B (new)
Apart from the limitations expressly permitted in the preceding paragraph, Member States may not restrict or allow companies to restrict the exercise of shareholders' 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 may not impose any requirements other than the following:
Apart from the limitations expressly permitted in the preceding paragraph, Member States may not restrict or allow companies to restrict the exercise of shareholders' 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 may not impose any requirements other than the following:
(a) Member States may prescribe that the proxy holders discloses certain specified facts that may be relevant to the shareholders in assessing any risk that the proxy holder might pursue any interest other than that of the shareholder;.
(a) Member States may prescribe that the proxy holders discloses certain specified facts that may be relevant to the shareholders in assessing any risk that the proxy holder might pursue any interest other than that of the shareholder;.
(b) Member States may restrict or exclude the exercise of shareholders' 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;
(b) Member States may restrict or exclude the exercise of shareholders' 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 on it by any member of its administration or management body or by any of its employees.
(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 on it by any member of its administration or management body or by any of its employees.
However, if such transfer has been approved by the appointing shareholder, Member States shall not prohibit a proxy holder from transferring a proxy to another natural or legal person.
However, if such transfer has been approved by the appointing shareholder, Member States shall not prohibit a proxy holder from transferring a proxy to another natural or legal person.
A conflict of interests within the meaning of this paragraph can arise in particular where the proxy holder:
A conflict of interests within the meaning of this paragraph can arise in particular where the proxy holder:
(i) is a controlling shareholder of the company, or is another entity controlled by such shareholder;
(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 supervisory body or an employee or an auditor of the company, or of a controlling shareholder or controlled entity referred to in point (i);
(ii) is a member of the administrative, management or supervisory body or an employee or an auditor of the company, or of a controlling shareholder or controlled entity referred to in point (i);
(iii) has a family relationship with a natural person referred to in point (ii).
(iii) has a family relationship with a natural person referred to in point (ii).
ARTICLE 10, PARAGRAPH 1 C (new)
ARTICLE 10, PARAGRAPH 1 C (new)
The proxy holder shall cast votes in accordance with the voting instructions issued by the appointing shareholder.
The proxy holder shall cast votes in accordance with the voting instructions issued by the appointing shareholder.
Member States shall require proxy holders to keep a record of such voting instructions for a defined minimum period and to confirm, on request, that the voting instructions have been carried out.
Member States shall require proxy holders to keep a record of such voting instructions for a defined minimum period and to confirm, on request, that the voting instructions have been carried out.
Without prejudice to any national rules allowing proxy holders or voting results to be challenged on the ground that the voting instructions of the appointing shareholder were not carried out, proxy holders' votes shall not be deemed invalid because they do not reflect the voting instructions of the appointing shareholders.
Without prejudice to any national rules allowing proxy holders or voting results to be challenged on the ground that the voting instructions of the appointing shareholder were not carried out, proxy holders' votes shall not be deemed invalid because they do not reflect the voting instructions of the appointing shareholders.
ARTICLE 10, PARAGRAPH 2
ARTICLE 10, PARAGRAPH 2
A person acting as a proxy holder may hold a proxy from more than one shareholder without limitation as to the number of shareholders so represented.
A person acting as a proxy holder may hold a proxy from more than one shareholder without limitation as to the number of shareholders so represented.
Where a proxy holder holds a proxy from several shareholders, he may cast concurrent votes for and against any resolution and/or abstain from voting on such resolution in accordance with the voting instructions of the shareholders the proxy holder represents .
Where a proxy holder holds a proxy from several shareholders, he may cast concurrent votes for and against any resolution and/or abstain from voting on such resolution in accordance with the voting instructions of the shareholders the proxy holder represents .
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 .
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 10, PARAGRAPH 3
ARTICLE 10, PARAGRAPH 3
A proxy holder shall enjoy the same rights to speak and ask questions in general meetings as those to which the shareholder it represents would be entitled, unless instructed otherwise by the shareholder.
A proxy holder shall enjoy the same rights to speak and ask questions in general meetings as those to which the shareholder it represents would be entitled, unless instructed otherwise by the shareholder.
Companies shall not be required to verify that proxy holders act in accordance with their voting instructions at general meetings.
Companies shall not be required to verify that proxy holders act in accordance with their voting instructions at general meetings.
ARTICLE 11
ARTICLE 11
Appointment of proxy holders
Appointment of proxy holders
Formalities of proxy appointment and notification
Formalities of proxy appointment and notification
Member States shall permit shareholders to appoint a proxy holder by electronic means.
Member States shall permit shareholders to appoint a proxy holder by electronic means.
Moreover, Member States shall permit companies to accept the notification of the appointment by electronic means, and they shall ensure that every company offers to its shareholders at least one effective method of notification by electronic means.
Moreover, Member States shall permit companies to accept the notification of the appointment by electronic means, and they shall ensure that every company offers to its shareholders at least one effective method of notification by electronic means.
The appointment of a proxy holder and the issue of voting instructions by the shareholder to the proxy holder shall not be subject to any formal requirements, other than such requirements as may be strictly necessary for the identification of the shareholder and of the proxy holder.
The appointment of a proxy holder and the issue of voting instructions by the shareholder to the proxy holder shall not be subject to any formal requirements, other than such requirements as may be strictly necessary for the identification of the shareholder and of the proxy holder.
Member States shall ensure that proxy holders may be appointed, and that such appointment be notified to the company, only in writing.
Member States shall ensure that proxy holders may be appointed, and that such appointment be notified to the company, only in writing.
Beyond this basic formal requirement , the appointment of a proxy holder, the notification 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 to verify the content of voting instructions, respectively, and only to the extent that they are proportionate to achieving those objectives.
Beyond this basic formal requirement , the appointment of a proxy holder, the notification 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 to verify the content of voting instructions, respectively, and only to the extent that they are proportionate to achieving those objectives.
Proxy holders may be appointed by electronic means subject to such requirements, other than that of an electronic signature, as may be strictly necessary for the authentication of the appointer and the identification of the proxy holder.
Proxy holders may be appointed by electronic means subject to such requirements, other than that of an electronic signature, as may be strictly necessary for the authentication of the appointer and the identification of the proxy holder.
Requirements imposed by Member States under paragraphs 1 and 2 shall be proportionate to their objectives.
Requirements imposed by Member States under paragraphs 1 and 2 shall be proportionate to their objectives.
The provisions of this Article shall apply mutatis mutandis for the revocation of the appointment of a proxy holder.
The provisions of this Article shall apply mutatis mutandis for the revocation of the appointment of a proxy holder.
Amendment 49
Amendment 49
ARTICLE 12, TITLE AND PARAGRAPH 1
ARTICLE 12, TITLE AND PARAGRAPH 1
Voting in absentia
Voting in absentia
Voting by correspondence
Voting by correspondence
Any shareholder of a listed company shall have the possibility to vote by post in advance of the general meeting, subject to such requirements as may be necessary to ensure the identification of shareholders and are proportionate to this objective.
Any shareholder of a listed company shall have the possibility to vote by post in advance of the general meeting, subject to such requirements as may be necessary to ensure the identification of shareholders and are proportionate to this objective.
Member States shall permit companies to offer their shareholders the possibility to vote by correspondence in advance of the general meeting.
Member States shall permit companies to offer their shareholders the possibility to vote by correspondence in advance of the general meeting.
Companies shall decide whether and how they make use of voting by correspondence.
Companies shall decide whether and how they make use of voting by correspondence.
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 that they are proportionate to achieving that objective.
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 that they are proportionate to achieving that objective.
Member States shall provide that companies disclose the results of the votes cast neither to the company's management board nor to the public before the vote at the general meeting has taken place.
Member States shall provide that companies disclose the results of the votes cast neither to the company's management board nor to the public before the vote at the general meeting has taken place.
Member States may, however, provide information about the level of participation in the vote in advance.
Member States may, however, provide information about the level of participation in the vote in advance.
ARTICLE 13
ARTICLE 13
Voting upon instructions
Voting upon instructions
Removal of certain impediments to the effective exercise of voting rights
Removal of certain impediments to the effective exercise of voting rights
Member States shall ensure that any natural person or legal entity that under their laws is allowed to hold securities in the course of a business for the account of another natural person or legal entity may hold such securities in either individual or omnibus accounts.
Member States shall ensure that any natural person or legal entity that under their laws is allowed to hold securities in the course of a business for the account of another natural person or legal entity may hold such securities in either individual or omnibus accounts.
This Article applies where a natural or legal person, who is recognised as a shareholder in the applicable law, acts in the course of a business on behalf of another natural or legal person (the ‘client’).
This Article applies where a natural or legal person, who is recognised as a shareholder in the applicable law, acts in the course of a business on behalf of another natural or legal person (the ‘client’).
Management companies, the regular business of which is the management of collective investment schemes, shall be deemed to be 'clients' for the purposes of this Article when holding shares on behalf of such collective investment schemes.
Management companies, the regular business of which is the management of collective investment schemes, shall be deemed to be 'clients' for the purposes of this Article when holding shares on behalf of such collective investment schemes.
Where the shares are held in omnibus accounts, it shall not be permitted to require that they be temporarily registered in individual accounts, in order to be able to exercise voting rights attaching to these shares at a general meeting.
Where the shares are held in omnibus accounts, it shall not be permitted to require that they be temporarily registered in individual accounts, in order to be able to exercise voting rights attaching to these shares at a general meeting.
Where the applicable law imposes disclosure requirements as a prerequisite for the exercise of voting rights by a shareholder 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.
Where the applicable law imposes disclosure requirements as a prerequisite for the exercise of voting rights by a shareholder 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.
Persons referred to in paragraph 1 shall not be prevented from casting votes attaching to the shares which they hold for the account of another natural person or legal entity, provided they have been instructed to do so by such other person or entity The person or entity referred to in paragraph 1 shall keep a record of the instructions for a minimum period of one year.
Persons referred to in paragraph 1 shall not be prevented from casting votes attaching to the shares which they hold for the account of another natural person or legal entity, provided they have been instructed to do so by such other person or entity The person or entity referred to in paragraph 1 shall keep a record of the instructions for a minimum period of one year.
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 for the identification of the client, or for the possibility to verify the content of voting instructions, respectively, and shall be proportionate to achieving those objectives.
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 for the identification of the client, or for the possibility to verify the content of voting instructions, respectively, and shall be proportionate to achieving those objectives.
Where a person or entity referred to in paragraph 1 holds shares of the same issuer in an omnibus account, it shall be permitted to cast votes attaching to some of the shares differently from votes attaching to the other shares.
Where a person or entity referred to in paragraph 1 holds shares of the same issuer in an omnibus account, it shall be permitted to cast votes attaching to some of the shares differently from votes attaching to the other shares.
A shareholder referred to in paragraph 1 shall be permitted to cast votes attaching to some of the shares differently from votes attaching to the other shares.
A shareholder referred to in paragraph 1 shall be permitted to cast votes attaching to some of the shares differently from votes attaching to the other shares.
By derogation from Article 10(1), third subparagraph, a person or entity referred to in paragraph 1 that holds securities in an omnibus account shall have the right to issue a proxy to every person on whose behalf it holds shares in such account or to any third party designated by that person.
By derogation from Article 10(1), third subparagraph, a person or entity referred to in paragraph 1 that holds securities in an omnibus account shall have the right to issue a proxy to every person on whose behalf it holds shares in such account or to any third party designated by that person.
Where the applicable law limits the number of persons whom a shareholder may appoint as proxy holders in accordance with Article 10(1a), such limitation must not prevent a shareholder referred to in paragraph 1 from granting a proxy to every one of his clients or to any third party designated by a client .
Where the applicable law limits the number of persons whom a shareholder may appoint as proxy holders in accordance with Article 10(1a), such limitation must not prevent a shareholder referred to in paragraph 1 from granting a proxy to every one of his clients or to any third party designated by a client .
ARTICLE 13 A, TITLE (new)
ARTICLE 13 A, TITLE (new)
Article 13a
Article 13a
Exercise of voting rights through intermediaries
Exercise of voting rights through intermediaries
The new Article 13 a (new) concerns intermediaries and is to be seen as a supplement to Article 10.
The new Article 13 a (new) concerns intermediaries and is to be seen as a supplement to Article 10.
Shareholders normally hold their shares through a chain of intermediaries in different jurisdictions.
Shareholders normally hold their shares through a chain of intermediaries in different jurisdictions.
To avoid that intermediaries, which are not legal shareholders, play own politics, it should be mentioned explicitly that they only exercise voting rights when they have been authorised to do so.
To avoid that intermediaries, which are not legal shareholders, play own politics, it should be mentioned explicitly that they only exercise voting rights when they have been authorised to do so.
ARTICLE 13 A, PARAGRAPH 1 (new)
ARTICLE 13 A, PARAGRAPH 1 (new)
This Article applies to a natural or legal person permitted, as part of a regular activity and in the course of a business, to maintain securities accounts on behalf of other natural or legal persons and who is not a shareholder within the meaning of Article 13(1) (the 'intermediary').
This Article applies to a natural or legal person permitted, as part of a regular activity and in the course of a business, to maintain securities accounts on behalf of other natural or legal persons and who is not a shareholder within the meaning of Article 13(1) (the 'intermediary').
Definition of the intermediary - scope of the Article.
Definition of the intermediary - scope of the Article.
ARTICLE 13 A, PARAGRAPH 2 (new)
ARTICLE 13 A, PARAGRAPH 2 (new)
Intermediaries shall exercise voting rights only on the basis of the general contractual framework between the intermediary and the client or upon specific instructions received from the client for a particular vote.
Intermediaries shall exercise voting rights only on the basis of the general contractual framework between the intermediary and the client or upon specific instructions received from the client for a particular vote.
ARTICLE 13 A, PARAGRAPH 3 (new)
ARTICLE 13 A, PARAGRAPH 3 (new)