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					                     COUNCIL OF                             Brussels, 19 April 2006
             THE EUROPEAN UNION


                                                            8467/06
          Interinstitutional File:
            2005/0265 (COD)                                 LIMITE

                                                            DRS 7
                                                            CODEC 356



NOTE
from :             Presidency
to :               Working Party on Company Law (Shareholders´ Rights)
No. Cion prop. :   5217/06 DRS 1 CODEC 21 + ADD 1
Subject :          Proposal for a Directive of the European Parliament and of the Council on the
                   exercise of voting rights by shareholders of companies having their registered
                   office in a Member State and whose shares are admitted to trading on a regulated
                   market and amending Directive 2004/109/EC
                   - Presidency compromise proposal



Delegations will find in Annex a Presidency compromise proposal on the abovementioned proposed
Directive, accompanied by annotations setting out delegations' positions on certain parts of the text.
Changes to the text in relation to the Commission‟s proposal (doc. 5217/06) are marked.


                                       ___________________




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                                                                                              ANNEX

                                                        2005/0265 (COD)

                                 Presidency compromise proposal for a

           DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

    on the exercise of certain shareholder rights in companies […] whose shares are admitted to
               trading on a regulated market and amending Directive 2004/109/EC 1


THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Treaty establishing the European Community, and in particular Article 95
thereof,
Having regard to the proposal from the Commission2,
Having regard to the opinion of the European Economic and Social Committee3,
Having regard to the opinion of the Committee of the Regions4,
Acting in accordance with the procedure laid down in Article 251 of the Treaty5,
Whereas:


(1)     In its Communication to the Council and the European Parliament “Modernising Company
        Law and enhancing Corporate Governance – A Plan to Move Forward” of 21 May 20036, 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.




1
        IE/CZ/HU/DK/FI/IT/BE/PL/EE: general scrutiny reservation on the proposal.
2
        OJ C […] […], p. .
3
        OJ C […] […], p. .
4
        OJ C […] […], p. .
5
        OJ C […] […], p. .
6
        COM(2003) 284 final.

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(2)   In its Resolution of 21 April 20041, 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 general
      meetings via electronic means and ensuring that cross-border voting rights are able to be
      exercised.


(3)   Holders of shares carrying voting rights should be able to exercise these 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 exercise of voting rights subject to the blocking of shares by the
      shareholder, 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.


(4)   The […] existing community legislation is not sufficient to achieve this objective. 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 and amending Directive 2001/34/EC2
      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. Moreover Directive 2001/34/EC focuses on the information
      which issuers have to disclose to the market and accordingly does not deal with the
      shareholder voting process itself.




1
      OJ C104, 30.4.2004, p 67.
2
      OJ L 390, 21.12.2004, p. 1.

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(5)   Significant proportions of shares in listed European companies are held by shareholders who
      do not reside in the Member State in which the company […] is registered. 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 is registered. 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 these obstacles should
      also benefit resident shareholders who do not or cannot attend the shareholders meeting.


(6)   Shareholders should be able to cast informed votes at, or in advance of, the shareholders
      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, sufficient notice of the general meeting should be given and
      shareholders should be provided timely with the complete information intended to be
      submitted to the general meeting for approval. Shareholders should, in principle, also have the
      possibility to add items to the meeting agenda, to table resolutions and to ask questions related
      to items on the agenda. The possibilities which modern technologies offer to make
      information instantly available and accessible should be exploited, also with a view to making
      information on the results of the vote available after the general meeting.


(7)   Shareholders should have a choice of simple means to cast their votes without attending the
      shareholders meeting. Voting without attending the general meeting in person should not be
      subject to constraints other than those necessary for the verification of identity and the
      security of communications. Existing limitations and administrative constraints which make
      distance voting or proxy voting cumbersome and costly should be removed.




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(8)   Since the objectives of the action to be taken, namely to allow shareholders effectively to
      make use of their rights throughout the Community, cannot be sufficiently achieved by the
      Member States on the basis of the existing Community legislation and can, by reason of the
      scale and effects of the measures, be better achieved at Community level, the Community
      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 these objectives.


(9)   In order to avoid duplication of provisions with the same subject-matter,
      Directive 2004/109/EC should be amended.


(10)(new) In accordance with paragraph 34 of the Interinstitutional agreement on better law-
      making1, Member States are encouraged to draw up, for themselves and in the 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:




1
      OJ C 321, 31.12.2003, p. 1.

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                                  CHAPTER I: GENERAL PROVISIONS

                                                Article 1
                                        Subject-matter and scope

1.     This Directive establishes requirements in relation to the exercise of certain shareholder
       rights1 attaching to voting shares in general meetings of companies which are incorporated in
       a Member State and whose shares are admitted to trading on a regulated market situated or
       operating within a Member State.


1a.(new)The Member State competent to regulate matters covered in this Directive shall be the
       Member State where the company is incorporated, and references to the „applicable law‟ are
       references to the law of that Member State.


2. 2      Member States may exempt from 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/EEC3;


          (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.




1
       SK suggests a mention of “rights and obligations”.
2
       NL/IT: scrutiny reservation.
3
       OJ L 375, 31.12.1985, p. 3.

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                                                Article 2
                                               Definitions

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


(a)   [definition of “issuer” to be deleted, as this term is suggested to be replaced by “company”
      throughout the text];
(b)   „regulated market‟ means a market as defined in Article 4(1), point 14, of Directive
      2004/39/EC of the European Parliament and of the Council1;
(c)   „shareholder‟ means the natural or legal person who, by virtue of the applicable law, is
      entitled, as against the company, to exercise the rights attaching to the shares;2
(d)   [definition of “credit institution” to be deleted];
(e)   „proxy‟ means the empowerment of a natural or legal person by a shareholder to exercise
      some or all rights of that shareholder in the3 general meeting in his or her name and on his or
      her behalf.
(f)   [definition of “omnibus account” to be deleted]

                                               Article 3
                                More stringent national requirements 4

Member States may make companies5 […] subject to requirements more stringent than those laid
down in this Directive.




1
      OJ L 145, 30.4.2004, p. 1.
2
      SK suggests adding “Where appropriate, the term shareholder includes also a proxy holder.”
3
      FR: replace “the” with “one”.
4
      Several delegations (notably ES/IT/SK/FI/UK) suggest that it should be clarified what would
      constitute a more “stringent requirement” with respect to each provision of the proposal. To
      that effect the COM is open to state in a recital that this is a minimum harmonization
      instrument, as suggested by SK/FI. FI prefers to delete this Article.
5
      FR/IT suggest including more stringent requirements for intermediaries.

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                       CHAPTER II: GENERAL MEETINGS OF SHAREHOLDERS

                                               Article 4
                                    Equal treatment of shareholders

The company shall ensure equal treatment for all shareholders1 who are in the same position with
regard to participation and voting in its general meetings.2

                                             Article 5
                              Convocation of 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 Council3, the number of days which must pass between the date of the
      first4 convocation of a general meeting and the date of the meeting shall not be less than 20
      clear calendar days.

      Without prejudice to further requirements for notification or publication laid down by the
      Member State, the company shall send out5 the convocation to the relevant Central Securities
      Depository or Depositories.


2.    The notice referred to in paragraph 1 shall at least contain the following:

      (a)   a precise indication of the place, date and time as well as the draft agenda of the
            meeting;




1
      SE: This provision should be examined in conjunction with the definition of “shareholder” in
      Article 2.
2
      UK suggests a narrower provision aiming to ensure non-discrimination of non-resident
      shareholders.
3
      OJ L 142, 30.4.2004, p. 12.
4
      Following a question by EL, the COM clarified that Article 5 would not have to be applied to
      a second general meeting held for want of a quorum at the first general meeting, provided that
      the Article has been complied with for the convocation of the first meeting; LV raised a
      similar point.
5
      Several Member State have objected to a requirement to “send out” the notice (or
      convocation) and prefer “publish”: LT, FR, CZ, DK, DE, ES, IT, NL. MT/FI would prefer
      “given”.

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     (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 pursuant to Article 7(2), if any, and the dates referred to in
           Article 6(3) and Article 9(1). Alternatively, it may indicate where such information may
           be obtained;1
     (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;23
     (d)   an indication where and how the full, unabridged text of the draft resolutions and the
           documents referred to in point (c) of paragraph 3 may be obtained;
     (e)   […] the address of the Internet site on which the information referred to in paragraph 3
           will be made available.


3.   For a continuous period of no less than twenty-two calendar days leading up to, and including,
     the day of the general meeting, the company shall make available on its Internet site2 3 at least
     the following information:

     (a)   the meeting notice referred to in paragraph 1;
     (b)   the total number of shares and voting rights;




1
     SK/FI: clarify the difference between “procedures” and “means”. UK requests clarification on
     the last part of the provision.
2
     LV suggests adding “or on the internet site of a market organizer”, as many companies do not
     have their own internet site. COM reminded Member States that the Market Abuse Directive
     already requires all listed companies to have such a site. SK suggests adding the following
     phrase at the end of this paragraph: “If the issuer does not have his own internet site, he shall
     create one.”
3
     PT/IT/BE/FR/DE suggest introducing a link with the “central storage mechanism” to be set up
     under Article 21(2) of the Transparency Directive. ES is sceptical. COM does not consider it
     necessary.

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      (c)   a proposal from the company‟s administrative or management organ for each resolution
            to be adopted in the general meeting and the documents to be submitted to it;
      (d)   the forms to be used to vote by correspondence and by proxy.1


      Instead of making the forms referred to in point (d) available on the Internet, the company
      may indicate on the site where and how the forms can be obtained on paper.

                                               Article 6
                       Right to add items to the agenda of the general meeting
                                    and to table draft resolutions

1.    Member States shall ensure that shareholders2, acting individually or collectively,

      (a)   have the right to add, or to require the company to add, items to the agenda of the next
            general meeting; and
      (b)   have the right to table draft resolutions3 for items included or to be included on the
            agenda of a general meeting.


      Member States may provide that the right in point (a) may only be exercised in relation to the
      next 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 set by these shareholders.


      These rights shall be exercised in writing (submitted by post or electronic means).


2.4   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 […].




1
      LV requested clarification on the consequences of using other forms than the ones indicated
      by the issuer.
2
      ES: add “with voting rights”.
3
      DK: scrutiny reservation regarding the tabling of resolutions.
4
      LT: scrutiny reservation.

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


4.(new) Member States shall ensure that where the exercise of the right in paragraph 1(a) entails a
     modification of the agenda for the general meeting already communicated to shareholders, the
     company shall publish a revised agenda in the same manner as the previous agenda
     sufficiently in advance of the applicable record date pursuant to 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.


                                             Article 7
                                 Admission to the general meeting 1

1.   The right to participate and […] vote in a general meeting shall not be subject to any
     condition requiring the shareholder to block2 the relevant shares by deposit or other means
     with a credit institution or another entity3 ahead of the general meeting, even if the blocking
     has no effect on the possibility of trading the shares.4


2.   Member States may prohibit, or allow companies to prohibit, shareholders from participating
     in a general meeting and voting in respect of any shares which they hold if they are not
     shareholders on a specified date prior to the general meeting (the „record date‟).


     […] (second sub-paragraph has become new paragraph 4)




1
     PT: scrutiny reservation on this Article.
     HU suggested to clarify what could be the “more stringent requirements” that could, under
     Article 3, be imposed in the context of this Article.
2
     UK: the term “block” may need to be defined in Article 2.
3
     NL: delete “or another entity”.
4
     HU would prefer leaving this requirement optional for Member States.

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3.   Each Member State whose national law provides for a record date shall ensure that a single
     record date applies to all companies.1 The record date shall be set with reference to a certain
     number of days which must pass between the record date and the date of the general meeting
     to which it applies, and at least six clear calendar days shall pass after the day of the
     convocation of the meeting and before the record date.


     […]


4.(new) The proof of the qualification as shareholder may be made subject only to such
     requirements as are necessary to ensure the identification of shareholders and to the extent
     that they are proportionate to this objective.


                                               Article 8
                      Participation in the general meeting by electronic means 2

1.   Member States shall permit3 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)   a real-time transmission of the general meeting;
     (b)   a real-time two-way communication for shareholders to address the general meeting
           from a remote location;
     (c)   a mechanism for casting votes, whether before or during the general meeting, without
           the need to appoint a proxy 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 shall not be subject to requirements and constraints other than those
     necessary to ensure the identification of shareholders and the security of the electronic
     communication and are proportionate to these objectives.




1
     SK wants more flexibility for companies.
2
     EE: scrutiny reservation on this Article.
3
     NL: “facilitate”; SK suggests a recital to this effect.

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     This is without prejudice to any legal rules that 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.


                                             Article 9
                       Right to ask questions ahead of the general meeting 1

1.   Every shareholder shall have the right to ask questions relating to items on the agenda2 in
     writing (submitted by post or electronic means) ahead of the general meeting.3


     Member States may set a single date, with reference to a specified number of days before the
     general meeting, and may provide that a company shall not be obliged to respond to questions
     which are submitted after that date.4


2.   The company shall respond to the questions put to it by shareholders within a reasonable
     time5 before the general meeting6. 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




1
     UK/IE/CZ: the requirements for asking and responding to questions are linked. Moreover, it
     would be preferable not to introduce stringent requirements in the form of legislation, but
     leave companies the flexibility to set them, possibly on the basis of corporate governance
     codes of conduct. COM prefers to maintain this provision in the Directive.
     Upon an intervention by DE, COM clarified that the sanctions in case of non observance of
     this Article by a company are outside the scope of the proposal, thus come within the
     discretion of Member States.
2
     UK: not restrictive enough; DE: “in order to be able to adequately assess the agenda”.
3
     FI: scrutiny reservation on the possibility to ask questions before the general meeting.
     DE/EL/NL/IT are open to introducing the right to ask questions before the meeting, provided
     that the security of the procedures is ensured, in particular the possibility to verify that the
     person asking the question is a shareholder.
4
     ES suggests a fixed deadline of 7 days (presumably: calculated backwards from the general
     meeting); LU/PT are against fixed time scale.
5
     ES/EL prefer a fixed time limit, while LU/PT are against.
6
     BE/IT/SK/FR are against an obligation for companies to respond before the meeting. ES/DK
     suggest that the answer should be given in the meeting only if repeated there. SK suggests that
     responses to difficult questions may as well be given after the meeting.

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     ensure the orderly preparation of the general meeting and the protection of confidentiality and
     business interests of the company. Member States may provide that the company shall not be
     obliged to respond individually to a question if the requested information has already been
     available in a question and answer format on the Internet site of the company.


3.   To the extent that they represent new information of general relevance,1 responses to
     shareholder questions referred to in paragraph 1 shall2 be made available3 to all shareholders
     through the Internet site4 of the company within a reasonable time5 before the general
     meeting.


4.(new) This Article is without prejudice to any legal rules that Member States have adopted or may
     adopt concerning the debate in the general meeting.

                                            Article 10
                                          Proxy voting 6

1.   Every shareholder shall have the right to appoint any other natural or legal person as a proxy
     holder to attend and vote at a general meeting in his name. A 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 […].




1
     CZ is in favour of publishing all responses.
2
     FR: “may”.
3
     DE: “together with the question”.
4
     DE: “or another means of central electronic publication (National Gazette)”. EL/LU/FI: given
     that these meetings are not open to the general public, it may be preferable to limit access to
     this information only to shareholders (LU, moreover, entered a scrutiny reservation on this
     point). COM is open to this suggestion.
5
     PL: introduce fixed time; LU/PT against.
6
     FR/IT: scrutiny reservation on the Article. NL/HU suggest clarifying what could be the
     “more stringent requirements” that could, under Article 3, be imposed in the context of this
     Article.

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1a.(new) Apart from the requirement that the proxy holder possesses legal capacity, Member States
      may1 only subject the exercise of shareholder rights through proxy holders to constraints and
      requirements that are necessary to address conflicts of interest between the proxy holder and
      the shareholder, in whose interests the proxy holder is bound to act, and are proportionate to
      this objective.

      In particular, such constraints and requirements may apply to any proxy holder who


      (a)     is a controlling shareholder of the company, or is another entity controlled by such
              shareholder;
      (b)     is a member of the administrative, management or supervisory body or an employee of
              the company, or of a controlling shareholder or controlled entity referred to in (a);
      (c)     has a family relationship with one of the natural persons referred to in (b).


      Notwithstanding 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.


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 represented2.


      Where a proxy holder holds […] proxies from several shareholders, he shall not be prevented
      from casting votes for a certain shareholder differently from votes cast for another
      shareholder.


[…]         (paragraph 3 merged with paragraph 1)




1
      ES: “shall”; opposition form: DE/DK/SK/PT.
2
      IT wishes to retain the right to provide for such a limitation.

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                                            Article 11
                                   Appointment of proxy holders 1

01.(new) Member States shall ensure that proxy holders may only be appointed, and the
      appointment be notified to the company, in writing, but they shall not exclude submission
      either by post or by electronic means.


1.    The appointment of a proxy holder and the issuance of voting instructions, if any, […] to the
      proxy holder shall not be subject to any formal requirements, other than such requirements as
      are […] necessary for the identification of the shareholder and of the proxy holder, or for the
      verification of the content of voting instructions, respectively,2 and are proportionate to these
      objectives.3


[…]       (paragraphs 2 and 3 merged with paragraphs 01 and 1 respectively)


4.(new) These provisions shall apply mutatis mutandis for the revocation of the appointment of a
      proxy holder.


                                              Article 12
                                          Voting in absentia

1.    Member States shall4 permit companies to offer to their shareholders the possibility to vote by
      post5 in advance of the general meeting, subject to such requirements as are necessary to
      ensure the identification of shareholders and are proportionate to this objective.


[…] (paragraph 2 merged with Article 8)




1
      IT: scrutiny reservation on the Article.
2
      CZ: add “and the security of electronic communications”, as is the case with Articles 8 and
      12(2).
3
      PT/IT are against the maximum harmonisation introduced in this provision and suggested that
      Member States should have the flexibility to introduce more requirements (PT referred to
      additional information requirements in cases of proxy holders that hold more than a given
      number of proxies).
4
      EE suggests a Member State option.
5
      LT wondered whether Member States could introduce special requirements for the post.

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                                          Article 13
            Removal of certain impediments to the effective exercise of voting rights 1

1.   […] This Article applies where, by virtue of the applicable law, a natural or legal person
     acting on behalf of another is recognised as shareholder or is treated, for the purpose of
     exercising voting rights, as if he were a shareholder.


2.   Where the applicable law allows a person referred to in paragraph 1 to register the shares of
     clients in his own name or to administer the shares of several clients in a pooled account, it
     shall […] be prohibited to require that the shares be temporarily registered in the names of the
     clients or transferred to individual accounts in order to be able to exercise voting rights
     attaching to these shares at a general meeting. Member States may, however, require that the
     identity of each client for whom voting rights are exercised must be disclosed to the company.


3.   Where the applicable law imposes formal requirements on the authorisation of a person
     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 verification of the content of voting instructions, respectively, and is proportionate to these
     objectives.


4.   Where the applicable law allows a person referred to in paragraph 1 to register the shares of
     clients in his own name or to administer the shares of several clients in a pooled account, that
     person shall not be prevented from casting votes on behalf of a certain client differently from
     votes cast on behalf of another client.




1
     IT/SE: scrutiny reservation on this Article. EE/IT/FI/SE would prefer deleting it as a whole.
     See also the written proposal from NL, which mostly aims at ensuring that, when there is
     more than one intermediary in a chain, the voting instructions are passed on.

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5.    […] A person referred to in paragraph 1 […] shall have the right to grant a proxy to every one
      of his clients […] or to any third party designated by a client as the beneficial investor.

                                              Article 14
                                            Voting results 1

For the purpose of publishing the voting results in accordance with Article 15, 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 these shares, the total number of votes validly cast
as well as the number of votes in favour of and against each resolution and, where applicable, the
number of abstentions.

                                             Article 15
                                  Post-general meeting information

1.    Within a period of time to be determined by national law, which shall not exceed 15 calendar
      days after the general meeting, the company shall publish on its Internet site2 the voting
      results on each resolution tabled at the general meeting.3


2.    The voting results shall include for each resolution at least the number of shares for which
      votes have been validly cast, the proportion of the share capital represented by these shares,
      the total number of votes validly cast as well as the number of votes in favour of and against
      each resolution and, where applicable, the number of abstentions.4




1
      Some delegations (notably EE/FI/SE) are in favour of deleting this article.
      SE could accept redrafting this provision as follows: “On request by a shareholder, it should
      be recorded in the minutes of the general meeting how the shareholder has voted on a
      particular resolution.” PT/ES prefer to leave it to companies to decide the modalities of the
      vote.
2
      Following a query by IT/PT, COM clarified that Member States could require publication also
      through other means (as is the case in the Transparency Directive), as this proposal is a
      minimum-harmonisation one.
3
      FI/SE: replace with “the outcome of each resolution tabled at the general meeting and, if
      applicable, the results of the votes”.
4
      DK suggests that this paragraph should indicate all the information required to be published in
      an exhaustive manner, so as to avoid putting excessive burden on companies. SE suggests to
      delete it.

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                                  CHAPTER III: FINAL PROVISIONS

                                               Article 16
                                             Transposition

1.   Member States shall bring into force the laws, regulations and administrative provisions
     necessary to comply with this Directive by […]1 at the latest. They shall forthwith
     communicate to the Commission the text of those provisions […].


     Member States shall communicate the number of days specified under Article 6(3), 7(3) and
     9(1), and any subsequent change thereof, to the Commission, which shall publish this
     information in the Official Journal of the European Union.


     When Member States adopt those provisions, 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 provisions of
     national law which they adopt in the field covered by this Directive.

                                               Article 17
                                              Amendments

With effect from the date specified in Article 16(1), Article 17 of Directive 2004/109/EC is
amended as follows.


1.   Paragraph 2 is replaced by the following:

     “2. The issuer shall ensure that all the facilities and information necessary to enable holders of
     shares to exercise their rights are available in the home Member State and that the integrity of
     data is preserved. In particular, the issuer shall:




1
     Eighteen months following the entry into force of the Directive.
     NL/SE would prefer 24 months.

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      (i)    […] designate as its agent a financial institution through which shareholders may
             exercise their financial rights; and


      (ii)   […] publish notices or distribute circulars concerning the allocation and payment of
             dividends and the issue of new shares, including information on any arrangements for
             allotment, subscription, cancellation or conversion.”


2.    In paragraph 4, the words “paragraph 2(c)” are replaced by “paragraph 2, point (i)”.

                                                Article 18

This Directive shall enter into force on the [twentieth] day following that of its publication in the
Official Journal of the European Union.


                                                Article 19


This Directive is addressed to the Member States.


Done at Brussels,


For the European Parliament                    For the Council
The President                                  The President

                                            ______________




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