Changes from plenary report to adopted text

RemovedFor the purposes of this Directive, the following definitions shall apply:

Removed(a) ‘company’ means a legal entity incorporated as one of the types of companies listed in Annex II to Directive (EU) 2017/1132;

Removed(b) ‘multiple-vote shares’ means shares belonging to a distinct and separate class and that carry a higher number of votes per share than another class of shares with voting rights on matters to be decided at the general meeting of shareholders;

Removed(c) ‘multiple-vote share structure’ means the share structure of a company that contains at least one class of multiple-vote shares;

Removed(d) ‘trading venue’ means a trading venue as defined in Article 4(1), point 24, of Directive 2014/65/EU;

Removed(e) ‘SME growth market’ means an SME growth market as defined in Article 4(1), point (12) of Directive 2014/65/EU;

Removed(f) ‘regulated market’ means a regulated market as defined in Article 4(1), point (21), of Directive 2014/65/EU;

Removed(fa) 'multilateral trading facility' or ‘MTF’ means a multilateral trading facility as defined in Article 4(1), point (22), of Directive 2014/65/EU.

Removed▌

RemovedAdoption of multiple-vote share structures

Removed1. Member States shall ensure that companies that do not have shares that are admitted to trading on a trading venue have the right to adopt multiple-vote share structures for the admission to trading of shares on a regulated market, an SME growth market, or any other MTF, in one or more Member States. Member States shall not prevent the admission to trading of shares of a company on a regulated market, an SME growth market, or any other MTF, on the ground that the company has adopted a multiple-vote share structure.

Removed2. The right referred to in paragraph 1 encompasses the right to adopt multiple-vote share structures in time prior to seeking the admission to trading of shares on a regulated market, an SME growth market or any other MTF.

Removed3. Member States may make the exercise of the enhanced voting rights attached to the multiple-vote shares conditional upon the admission to trading of shares on a regulated market, an SME growth market, or any other MTF, in one or more Member States.

Removed3a. Member States shall ensure that a company’s decision to adopt or modify a multiple-vote share structure is taken by the general meeting of shareholders by at least a qualified majority of the votes cast, as specified in national law. Member States shall not make the adoption of such a structure conditional upon the provision of enhanced economic rights for shares without enhanced voting rights.

RemovedWhere there are several classes of shares, the decision to adopt a multiple-vote share structure shall in addition be subject to a separate vote within each class of shares the rights of which are affected.

RemovedSafeguards in companies that have adopted a multiple-vote share structure

Removed1. Member States shall ensure that companies that have adopted a multiple-vote share structure in accordance with this Directive have appropriate safeguards in place to provide for the adequate protection of the interests of ▌ shareholders who do not hold multiple-vote shares ▌. To that effect, Member States shall▌:

Removed(a) introduce a maximum voting ratio ranging from one-to-two to one-to-twelve and a limit on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;

Removed▌

Removed(b) limit the impact of multiple-vote shares on the decision-making process at general meetings of shareholders by introducing a requirement that decisions by general meetings of shareholders that are subject to qualified majority voting, excluding the appointment and dismissal of directors as well as operational decisions to be taken by directors and submitted to the general meeting of shareholders for approval, are to be adopted either by:

Removed(i) a qualified majority, as specified in national law, of the votes cast and a qualified majority of either the share capital represented at the meeting or of the number of shares represented at the meeting; or

Removed(ii) a qualified majority, as specified in national law, of the votes cast, and by separate vote within each class of shares the rights of which are affected;

Removed(ba) exclude the use of enhanced voting rights attached to multiple-vote shares at general meetings of shareholders during the votes on resolutions tabled by shareholders in accordance with Article 6(1) of Directive 2007/36/EC of the European Parliament and of the Council, in particular on matters related to the impact of the company’s operations on human rights and the environment.

Removed2. Member States may provide for further safeguards to ensure adequate protection of the interests of shareholders who do not hold multiple-vote shares and of the interests of the company. Those safeguards shall be communicated to the Commission and ESMA. Those safeguards may include in particular:

Removed(a) a provision to avoid that the enhanced voting rights attached to multiple-vote shares are transferred to third parties or continue to exist upon the death, incapacitation or retirement of the original holder of multiple-vote shares (transfer-based sunset clause);

Removed(b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a designated period of time (time-based sunset clause);

Removed(c) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist upon the occurrence of a specified event (event-based sunset clause);

Removed(d) a requirement that enhanced voting rights attached to multiple-vote shares do not apply in matters relating to executive remuneration and dividend policy or to the approval of related party transactions.

RemovedTransparency

Removed1. Member States shall ensure that companies with multiple-vote share structures whose shares are traded or are to be traded on a regulated market, an SME growth market, or any other MTF make publicly available, in the prospectus referred to in Article 6 of Regulation (EU) 2017/1129 of the European Parliament and of the Council or in the [EU Growth Prospetus referred to in Article 15a] of that Regulation▌ or in the admission document referred to in Article 33(3), point (c), of Directive (EU) 2014/65/EU and in the company’s annual financial report referred to in Article 78(2), point (g), of Commission Delegated Regulation (EU) 2017/565, detailed information on all of the following:

Removed(a) the structure of their capital, including securities which are not admitted to trading on the relevant market in a Member State, with an indication of the different classes of shares and, for each class of shares, the rights and obligations attached to that class and the percentage of total share capital and total voting rights that such class represents;

Removed(b) any restrictions on the transfer of securities, including any agreements between shareholders which are known to the company that could result in restrictions on the transfer of securities;

Removed(c) the identity of holders of any securities with special control rights and a description of those rights;

Removed(d) any restrictions on voting rights, including any agreements between shareholders which are known to the company that could result in restrictions on voting rights;

Removed(e) the identity of the shareholders holding multiple-vote shares and of the natural persons or legal entities entitled to exercise voting rights on behalf of such shareholders, where applicable.

Removed2. Where the holders of multiple-vote shares or the persons entitled to exercise voting rights on their behalf or the holders of securities with special control rights are natural persons, the disclosure of their identity shall require only the disclosure of their names.

Removed2a. Companies with multiple-vote share structures, the shares of which are traded or are to be traded on a regulated market, an SME growth market, or any other MTF, shall have a stock name that ends with the marker 'WVR' (weighted voting rights) in order to clearly indicate to the public that their shareholder structure is different from that of traditional companies.

Removed2b. National competent authorities, regulated markets, SME growth markets and MTFs, shall promote investor understanding and awareness concerning the WVR marker and the impact on voting rights associated with investing in companies with multiple-vote share structures.

RemovedReview

RemovedBy [three years after the entry into force ot this Directive] and every three years thereafter, the Commission shall submit a report to the European Parliament and the Council on the implementation and effects of this Directive. To that effect by [two years after the entry into force of this Directive] and every year thereafter, Member States shall provide the Commission with all relevant information in particular on the following:

Removed(a) the number of companies admitted to trading with multiple-vote shares;

Removed(b) the sector in which the companies referred to in point (a) are active and the respective capitalisation at the moment of issuance;

Removed(c) the investor protection safeguard applied by the companies referred to in point (a) with respect to multiple-vote share structures.

RemovedTransposition

Removed1. Member States shall bring into force the law, regulations and administrative provisions necessary to comply with this Directive by... [12 months after the date of entry into force of this Directive]. 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. The methods of making such reference shall be laid down by Member States.

Removed2. 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.

RemovedEntry into force

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

RemovedAddressees

RemovedThis Directive is addressed to the Member States.

RemovedDone at Brussels,

RemovedFor the European Parliament For the Council

RemovedThe President The President

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Removed20.9.2023