natgillin/translations-raw huggingface dataset:
Measures against possible abuse may, in particular, consist of regimes which Member States may adopt in order to regulate the activity of persons who actively engage in the collection of 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.
Measures against possible abuse may, in particular, consist of regimes which Member States may adopt in order to regulate the activity of persons who actively engage in the collection of 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.
Shareholders have an unfettered right under this Directive to appoint such persons as proxy holders to attend and vote at general meetings on their behalf.
Shareholders have an unfettered right under this Directive to appoint such persons as proxy holders to attend and vote at general meetings on their behalf.
This Directive, however, does not 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.
This Directive, however, does not 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.
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.
RECITAL 7 B (new)
RECITAL 7 B (new)
(7b) Voting results should be established through methods that reflect as closely as possible all voting intentions expressed by shareholders, and they should be published following the general meeting, at least on the company’s Internet site.
(7b) Voting results should be established through methods that reflect as closely as possible all voting intentions expressed by shareholders, and they should be published following the general meeting, at least on the company’s Internet site.
Credibility requires that shareholders can expect their wishes and intentions as expressed in their voting are truly reflected in the results and these results should be transparently publicised.
Credibility requires that shareholders can expect their wishes and intentions as expressed in their voting are truly reflected in the results and these results should be transparently publicised.
ARTICLE 1, PARAGRAPH 1
ARTICLE 1, PARAGRAPH 1
This Directive establishes requirements in relation to the exercise of voting rights in general meetings of issuers that have their registered office in a Member State and whose shares are admitted to trading on a regulated market.
This Directive establishes requirements in relation to the exercise of voting rights in general meetings of issuers that have their registered office in a Member State and whose shares are admitted to trading on a regulated market.
This Directive establishes requirements in relation to the exercise of certain shareholders' 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 regulated market situated or operating within a Member State.
This Directive establishes requirements in relation to the exercise of certain shareholders' 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 regulated market situated or operating within a Member State .
ARTICLE 1, PARAGRAPH 1 A (new)
ARTICLE 1, PARAGRAPH 1 A (new)
The Member State competent to regulate matters covered in this Directive shall be the Member State in which the company has its registered office , and references to the ‘applicable law’ are references to the law of that Member State.
The Member State competent to regulate matters covered in this Directive shall be the Member State in which the company has its registered office , and references to the ‘applicable law’ are references to the law of that Member State .
ARTICLE 1, PARAGRAPH 2
ARTICLE 1, PARAGRAPH 2
Member States may exempt from this Directive issuers which are
Member States may exempt from this Directive issuers which are
Member States may exempt from the scope of this Directive the following types of companies :
Member States may exempt from the scope of this Directive the following types of companies :
(i) collective investment undertakings of the corporate type within the meaning of Article 1 (2) of Directive 85/611/EEC and
(i) collective investment undertakings of the corporate type within the meaning of Article 1 (2) of Directive 85/611/EEC and
(i) collective investment undertakings within the meaning of Article 1(2) of Directive 85/611/EEC;
(i) collective investment undertakings within the meaning of Article 1(2) of Directive 85/611/EEC;
(ii) 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 and subject to the supervision of competent authorities and that they have a depositary exercising functions equivalent to those under Directive 85/611/EEC.
(ii) 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 and subject to the supervision of competent authorities and that they have a depositary exercising functions equivalent to those under Directive 85/611/EEC.
(ii) 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 and subject to the supervision of competent authorities and that they have a depositary exercising functions equivalent to those under Directive 85/611/EEC ; and
(ii) 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 and subject to the supervision of competent authorities and that they have a depositary exercising functions equivalent to those under Directive 85/611/EEC ; and
(iii) cooperative societies.
(iii) cooperative societies.
ARTICLE 2, POINT (A)
ARTICLE 2, POINT (A)
(a) ‘issuer’ means a legal entity governed by public or private law, including a state, whose shares are admitted to trading on a regulated market;
(a) ‘issuer’ means a legal entity governed by public or private law, including a state, whose shares are admitted to trading on a regulated market;
The term ‘issuer’ is replaced by ‘company’ throughout the whole Directive in order to underline its company law character in contrast to the capital market law character of Directive 2004/109/EC (Transparency Directive).
The term ‘issuer’ is replaced by ‘company’ throughout the whole Directive in order to underline its company law character in contrast to the capital market law character of Directive 2004/109/EC (Transparency Directive).
Moreover, states cannot be listed on the stock so that the reference to a state is to be deleted.
Moreover, states cannot be listed on the stock so that the reference to a state is to be deleted.
ARTICLE 2, POINT (C)
ARTICLE 2, POINT (C)
(c) ‘shareholder’ means any natural person or legal entity governed by private or public law that holds:
(c) ‘shareholder’ means any natural person or legal entity governed by private or public law that holds:
(c) 'shareholder' means a natural or legal person who is recognised as a shareholder under the applicable law ;
(c) 'shareholder' means a natural or legal person who is recognised as a shareholder under the applicable law ;
( i) shares of the issuer in its own name and on its own account;
( i) shares of the issuer in its own name and on its own account;
(ii) shares of the issuer in its own name, but on behalf of another natural person or legal entity;
(ii) shares of the issuer in its own name, but on behalf of another natural person or legal entity;
ARTICLE 2, POINT (C A) (new)
ARTICLE 2, POINT (C A) (new)
(ca) 'resident shareholder' means a shareholder who is ordinarily resident, has its registered office or has another place of business in the Member State in which the company has its registered office;
(ca) 'resident shareholder' means a shareholder who is ordinarily resident, has its registered office or has another place of business in the Member State in which the company has its registered office;
Shareholders not fulfilling one of these criteria are deemed to be 'non-resident shareholders'.
Shareholders not fulfilling one of these criteria are deemed to be 'non-resident shareholders'.
Article 4 provides for equal treatment of resident and non-resident shareholders.
Article 4 provides for equal treatment of resident and non-resident shareholders.
ARTICLE 2, POINT (C D) (new)
ARTICLE 2, POINT (C D) (new)
(cd) 'electronic means' are means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio, optical technologies, or any other electromagnetic means;
(cd) 'electronic means' are means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio, optical technologies, or any other electromagnetic means;
The definition of "electronic means" is taken from Directive 2004/109/EC (Transparency Directive).
The definition of "electronic means" is taken from Directive 2004/109/EC (Transparency Directive).
ARTICLE 2, POINT (E)
ARTICLE 2, POINT (E)
(e) ‘proxy’ means the empowerment of a natural person or legal entity by a shareholder to exercise some or all rights of that shareholder in the general meeting in his or her name and on his or her behalf ;
(e) ‘proxy’ means the empowerment of a natural person or legal entity by a shareholder to exercise some or all rights of that shareholder in the general meeting in his or her name and on his or her behalf ;
(e) ‘proxy’ means the empowerment of a natural or legal person by a shareholder to exercise some or all the rights of the shareholder in a general meeting in his name;
(e) ‘proxy’ means the empowerment of a natural or legal person by a shareholder to exercise some or all the rights of the shareholder in a general meeting in his name;
ARTICLE 2, POINT (F)
ARTICLE 2, POINT (F)
(f) “omnibus account” means a securities account in which securities may be held on behalf of different natural persons or legal entities.
(f) “omnibus account” means a securities account in which securities may be held on behalf of different natural persons or legal entities.
ARTICLE 2, POINT (F A) (new)
ARTICLE 2, POINT (F A) (new)
(fa) ‘in writing’ means in any technical text format which ensures that the information contained in a message remains permanently fixed;
(fa) ‘in writing’ means in any technical text format which ensures that the information contained in a message remains permanently fixed;
A definition of the term "in writing" is necessary because in some Member States "in writing" is equivalent to "signed by hand".
A definition of the term "in writing" is necessary because in some Member States "in writing" is equivalent to "signed by hand".
For this Directive, this would mean that the appointment of a proxy and its notification to the company for instance, which is to be done in writing, could not be made through the use of a secured internet platform or by fax which is not the intention.
For this Directive, this would mean that the appointment of a proxy and its notification to the company for instance, which is to be done in writing, could not be made through the use of a secured internet platform or by fax which is not the intention.
ARTICLE 3
ARTICLE 3
More stringent national requirements
More stringent national requirements
More stringent or additional national requirements
More stringent or additional national requirements
Member States may make issuers which have their registered office on their territory subject to requirements more stringent than those laid down in this Directive.
Member States may make issuers which have their registered office on their territory subject to requirements more stringent than those laid down in this Directive.
Member States may provide more stringent or additional requirements than those laid down in this Directive so long as such requirements have the effect of facilitating rather than restricting the exercise of shareholders’ rights.
Member States may provide more stringent or additional requirements than those laid down in this Directive so long as such requirements have the effect of facilitating rather than restricting the exercise of shareholders’ rights.
The proposed Directive is based on a minimum harmonisation approach and seeks to facilitate the exercise of shareholders' rights.
The proposed Directive is based on a minimum harmonisation approach and seeks to facilitate the exercise of shareholders' rights.
Not only more stringent, but also additional national requirements may be introduced to serve this purpose.
Not only more stringent, but also additional national requirements may be introduced to serve this purpose.
Any additional requirements must add to shareholders’ ability to exercise their rights rather than be more restrictive.
Any additional requirements must add to shareholders’ ability to exercise their rights rather than be more restrictive.
ARTICLE 4
ARTICLE 4
The issuer shall ensure equal treatment for all shareholders who are in the same position with regard to participation and voting in its general meetings.
The issuer shall ensure equal treatment for all shareholders who are in the same position with regard to participation and voting in its general meetings.
Companies shall ensure equal treatment of resident and non-resident shareholders holding the same class of shares with regard to their participation in and voting at general meetings without prejudice to any sanction or other measure that may lawfully be applied in relation to the shareholder by the company .
Companies shall ensure equal treatment of resident and non-resident shareholders holding the same class of shares with regard to their participation in and voting at general meetings without prejudice to any sanction or other measure that may lawfully be applied in relation to the shareholder by the company .
ARTICLE 5, PARAGRAPH 1
ARTICLE 5, PARAGRAPH 1
Without prejudice to Article 9(4) of Directive 2004/25/EC of the European Parliament and of the Council , any notice convening a general meeting on a first call shall be sent out by the issuer not less than 30 calendar days before the meeting .
Without prejudice to Article 9(4) of Directive 2004/25/EC of the European Parliament and of the Council , any notice convening a general meeting on a first call shall be sent out by the issuer not less than 30 calendar days before the meeting .
Without prejudice to Articles 9(4) and 11(4) of Directive 2004/25/EC of the European Parliament and of the Council 1 , Member States shall ensure that the company issues the convocation of the general meeting not later than on the twenty-first day before the day of the meeting.
Without prejudice to Articles 9(4) and 11(4) of Directive 2004/25/EC of the European Parliament and of the Council 1 , Member States shall ensure that the company issues the convocation of the general meeting not later than on the twenty-first day before the day of the meeting.
Member States need not apply the minimum period referred to in the first subparagraph for the second or subsequent convocation of a general meeting issued for want of a quorum required upon the first convocation, provided that the first subparagraph has been complied with for the first convocation, no new item is put on the agenda and at least 10 days elapse between the final convocation and the date of the general meeting.
Member States need not apply the minimum period referred to in the first subparagraph for the second or subsequent convocation of a general meeting issued for want of a quorum required upon the first convocation, provided that the first subparagraph has been complied with for the first convocation, no new item is put on the agenda and at least 10 days elapse between the final convocation and the date of the general meeting.
1 OJ L 142, 30.4.2004, p.
1 OJ L 142, 30.4.2004, p.
ARTICLE 5, PARAGRAPH 1 A (new)
ARTICLE 5, PARAGRAPH 1 A (new)
Without prejudice to further requirements for notification or publication laid down by the competent Member State, defined in Article 1(1a), the company shall be required to issue the convocation referred to in paragraph 1 in a manner ensuring fast access to it on a non-discriminatory basis.
Without prejudice to further requirements for notification or publication laid down by the competent Member State, defined in Article 1(1a), the company shall be required to issue the convocation referred to in paragraph 1 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 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.
The Member State may not impose an obligation to use only media whose operators are established on its territory.
If a company is able to identify the names and addresses of their shareholders from a current register of shareholders, it shall send convocations to each of its registered shareholders.
If a company is able to identify the names and addresses of their shareholders from a current register of shareholders, it shall send convocations to each of its registered shareholders.
Companies that give shareholders the opportunity to register their e-mail addresses may send convocations by electronic mail without any obligation to resend the document by post.
Companies that give shareholders the opportunity to register their e-mail addresses may send convocations by electronic mail without any obligation to resend the document by post.
In either case, the company may not charge any specific cost for issuing the convocation in the prescribed manner.
In either case, the company may not charge any specific cost for issuing the convocation in the prescribed manner.
ARTICLE 5, PARAGRAPH 2
ARTICLE 5, PARAGRAPH 2
The notice referred to in paragraph 1 shall at least contain the following :
The notice referred to in paragraph 1 shall at least contain the following :
The convocation referred to in paragraph 1 shall at least:
The convocation referred to in paragraph 1 shall at least:
(a) a precise indication of the place, time and draft agenda of the meeting;
(a) a precise indication of the place, time and draft agenda of the meeting;
(a) indicate precisely when and where the general meeting is to take place, and the proposed agenda for the general meeting ;
(a) indicate precisely when and where the general meeting is to take place, and the proposed agenda for the general meeting ;
(b) 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, including the applicable record date ;
(b) 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, including the applicable record date ;
(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 .
(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 about:
This includes information about:
(i) the rights available to shareholders under Article 6, to the extent that these can be exercised after issuing the convocation, and under Article 9 and the time-limits within which such rights may be exercised ; the convocation may be limited to stating only the time-limits within which these rights may be exercised, provided that it contains a reference to more detailed information about such rights being made available on the Internet site of the company ;
(i) the rights available to shareholders under Article 6, to the extent that these can be exercised after issuing the convocation, and under Article 9 and the time-limits within which such rights may be exercised ; the convocation may be limited to stating only the time-limits within which these rights may be exercised, provided that it contains a reference to more detailed information about such rights being made available on the Internet site of the company ;
(ii) the procedure for voting by proxy, notably the forms to be used and the means by which the company is prepared to accept electronic notifications of proxy appointments; and
(ii) the procedure for voting by proxy, notably the forms to be used and the means by which the company is prepared to accept electronic notifications of proxy appointments; and
(iii) where applicable, the procedures for casting votes by correspondence or electronic means.
(iii) where applicable, the procedures for casting votes by correspondence or electronic means.
(c) a clear and precise description of the available means by which shareholders can participate in the general meeting and cast their vote.
(c) a clear and precise description of the available means by which shareholders can participate in the general meeting and cast their vote.
Alternatively, it may indicate where such information may be obtained;
Alternatively, it may indicate where such information may be obtained;
(c) where applicable, state the record date referred to in Article 7(2), and explain that only persons who are shareholders on that date shall have the rights to participate in and vote at the general meeting ;
(c) where applicable, state the record date referred to in Article 7(2), and explain that only persons who are shareholders on that date shall have the rights to participate in and vote at the general meeting ;
(d) an indication where and how the full, unabridged text of the resolutions and the documents intended to be submitted to the general meeting for approval may be obtained
(d) an indication where and how the full, unabridged text of the resolutions and the documents intended to be submitted to the general meeting for approval may be obtained
(d) indicate where and how the full, unabridged text of the documents and draft resolutions referred to in points (c) and (ca) of paragraph 3 can be obtained;
(d) indicate where and how the full, unabridged text of the documents and draft resolutions referred to in points (c) and (ca) of paragraph 3 can be obtained;
(e) an indication of the address of the Internet site on which the information referred to in paragraph 3 will be posted .
(e) an indication of the address of the Internet site on which the information referred to in paragraph 3 will be posted .