What changed, Directive 2007/36/EC

+ ## CHAPTER I / GENERAL PROVISIONS
− ### art_1
+ ### Article 1 — Subject-matter and scope
− Article 1
+ (a) collective investment undertakings within the meaning of Article 1(2) of Council Directive 85/611/EEC of 20 December 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (7);
− | (a) | collective investment undertakings within the meaning of Article 1(2) of Council Directive 85/611/EEC of 20 December 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (7); |
− | --- | --- |
+ (b) 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…
− | (b) | 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 collec…
− | --- | --- |
+ (c) cooperative societies.
− | (c) | cooperative societies. |
− | --- | --- |
+ 4. Member States shall ensure that this Directive does not apply in the case of the use of resolution tools, powers and mechanisms provided for in Title IV of Directive 2014/59/EU of the European Parliament and of the Council (8).
− ### art_2
+ ### Article 2 — Definitions
− Article 2
+ (a) ‘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 Council of 21 April 2004 on markets in financial instruments (9);
− | (a) | ‘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 Council of 21 April 2004 on markets in financial instruments (8); |
− | --- | --- |
+ (b) ‘shareholder’ means the natural or legal person that is recognised as a shareholder under the applicable law;
− | (b) | ‘shareholder’ means the natural or legal person that is recognised as a shareholder under the applicable law; |
− | --- | --- |
+ (c) ‘proxy’ means the empowerment of a natural or legal person by a shareholder to exercise some or all rights of that shareholder in the general meeting in his name.
− | (c) | ‘proxy’ means the empowerment of a natural or legal person by a shareholder to exercise some or all rights of that shareholder in the general meeting in his name. |
− | --- | --- |
+ ### Article 3 — Further national measures
− ### art_3
− 
− Article 3
+ ## CHAPTER II / GENERAL MEETINGS OF SHAREHOLDERS
− ### art_4
+ ### Article 4 — Equal treatment of shareholders
− Article 4
+ ### Article 5 — Information prior to the general meeting
− ### art_5
+ 1. Without prejudice to Articles 9(4) and 11(4) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (10), Member States shall ensure that the company issues the convocation of the general meeting in one of the manners specified in paragraph 2 of th…
− Article 5
− 1. Without prejudice to Articles 9(4) and 11(4) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (9), Member States shall ensure that the company issues the convocation of the general meeting in one of the manners specified in paragraph 2 of thi…
− 
+ 
+ (a) indicate precisely when and where the general meeting is to take place, and the proposed agenda for 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 concerning:
+ 
+ (i) the rights available to shareholders under Article 6, to the extent that those rights can be exercised after the issuing of the convocation, and under Article 9, and the deadlines by which those rights may be exercised; the convocation may confine itself to stating only the deadlines by which th…
− | (a) | indicate precisely when and where the general meeting is to take place, and the proposed agenda for the general meeting; |
− | --- | --- |
+ (ii) the procedure for voting by proxy, notably the forms to be used to vote by proxy and the means by which the company is prepared to accept electronic notifications of the appointment of proxy holders; and
+ 
+ (iii) where applicable, the procedures for casting votes by correspondence or by electronic means;
− | (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 concerning:(i)the rights available to shareholders under Article 6, to the extent that thos…
− | --- | --- |
− | (i) | the rights available to shareholders under Article 6, to the extent that those rights can be exercised after the issuing of the convocation, and under Article 9, and the deadlines by which those rights may be exercised; the convocation may confine itself to stating only the deadlines by whic…
− | (ii) | the procedure for voting by proxy, notably the forms to be used to vote by proxy and the means by which the company is prepared to accept electronic notifications of the appointment of proxy holders; and |
− | (iii) | where applicable, the procedures for casting votes by correspondence or by electronic means; |
+ (c) where applicable, state the record date as defined in Article 7(2) and explain that only those who are shareholders on that date shall have the right to participate and vote in the general meeting;
− | (c) | where applicable, state the record date as defined in Article 7(2) and explain that only those who are shareholders on that date shall have the right to participate and vote in the general meeting; |
− | --- | --- |
+ (d) indicate where and how the full, unabridged text of the documents and draft resolutions referred to in points (c) and (d) of paragraph 4 may be obtained;
− | (d) | indicate where and how the full, unabridged text of the documents and draft resolutions referred to in points (c) and (d) of paragraph 4 may be obtained; |
− | --- | --- |
+ (e) indicate the address of the Internet site on which the information referred to in paragraph 4 will be made available.
− | (e) | indicate the address of the Internet site on which the information referred to in paragraph 4 will be made available. |
− | --- | --- |
+ (a) the convocation referred to in paragraph 1;
− | (a) | the convocation referred to in paragraph 1; |
− | --- | --- |
+ (b) the total number of shares and voting rights at the date of the convocation (including separate totals for each class of shares where the company’s capital is divided into two or more classes of shares);
− | (b) | the total number of shares and voting rights at the date of the convocation (including separate totals for each class of shares where the company’s capital is divided into two or more classes of shares); |
− | --- | --- |
+ (c) the documents to be submitted to the general meeting;
− | (c) | the documents to be submitted to the general meeting; |
− | --- | --- |
+ (d) a draft resolution or, where no resolution is proposed to be adopted, a comment from a competent body within the company, to be designated by the applicable law, for each item on the proposed agenda of the general meeting; moreover, draft resolutions tabled by shareholders shall be added to the …
− | (d) | a draft resolution or, where no resolution is proposed to be adopted, a comment from a competent body within the company, to be designated by the applicable law, for each item on the proposed agenda of the general meeting; moreover, draft resolutions tabled by shareholders shall be added to …
− | --- | --- |
+ (e) where applicable, the forms to be used to vote by proxy and to vote by correspondence, unless those forms are sent directly to each shareholder.
− | (e) | where applicable, the forms to be used to vote by proxy and to vote by correspondence, unless those forms are sent directly to each shareholder. |
− | --- | --- |
+ 5. Member States shall ensure that for the purposes of Directive 2014/59/EU the general meeting may, by a majority of two-thirds of the votes validly cast, issue a convocation to a general meeting, or modify the statutes to prescribe that a convocation to a general meeting is issued, at shorter noti…
− ### art_6
+ 6. For the purposes of paragraph 5, the obligation on each Member State to set a single deadline in Article 6(3), the obligation to ensure timely availability of a revised agenda in Article 6(4) and the obligation on each Member State to set a single record date in Article 7(3) shall not apply.
+ 
+ ### Article 6 — Right to put items on the agenda of the general meeting and to table draft resolutions
− Article 6
+ (a) have the right to put items on the agenda of the general meeting, provided that each such item is accompanied by a justification or a draft resolution to be adopted in the general meeting; and
− | (a) | have the right to put items on the agenda of the general meeting, provided that each such item is accompanied by a justification or a draft resolution to be adopted in the general meeting; and |
− | --- | --- |
+ (b) have the right to table draft resolutions for items included or to be included on the agenda of a general meeting.
− | (b) | have the right to table draft resolutions for items included or to be included on the agenda of a general meeting. |
− | --- | --- |
+ ### Article 7 — Requirements for participation and voting in the general meeting
− ### art_7
− Article 7
− 
+ (a) that the rights of a shareholder to participate in a general meeting and to vote in respect of any of his shares are not subject to any requirement that his shares be deposited with, or transferred to, or registered in the name of, another natural or legal person before the general meeting; and
− | (a) | that the rights of a shareholder to participate in a general meeting and to vote in respect of any of his shares are not subject to any requirement that his shares be deposited with, or transferred to, or registered in the name of, another natural or legal person before the general meeting; …
− | --- | --- |
+ (b) that the rights of a shareholder to sell or otherwise transfer his shares during the period between the record date, as defined in paragraph 2, and the general meeting to which it applies are not subject to any restriction to which they are not subject at other times.
− | (b) | that the rights of a shareholder to sell or otherwise transfer his shares during the period between the record date, as defined in paragraph 2, and the general meeting to which it applies are not subject to any restriction to which they are not subject at other times. |
− | --- | --- |
− 
− ### art_8
+ ### Article 8 — Participation in the general meeting by electronic means
− Article 8
+ (a) real-time transmission of the general meeting;
− | (a) | real-time transmission of the general meeting; |
− | --- | --- |
+ (b) real-time two-way communication enabling shareholders to address the general meeting from a remote location;
− | (b) | real-time two-way communication enabling 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.
− | (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. |
− | --- | --- |
+ ### Article 9 — Right to ask questions
− ### art_9
− Article 9
− 
+ ### Article 10 — Proxy voting
− ### art_10
− 
− Article 10
+ (a) Member States may prescribe that the proxy holder disclose certain specified facts which may be relevant for the shareholders in assessing any risk that the proxy holder might pursue any interest other than the interest of the shareholder;
− | (a) | Member States may prescribe that the proxy holder disclose certain specified facts which may be relevant for the shareholders in assessing any risk that the proxy holder might pursue any interest other than the interest of the shareholder; |
− | --- | --- |
+ (b) Member States may restrict or exclude the exercise of shareholder 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 shareholder 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 upon it through any member of its administrative or management body or 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 upon it through any member of its administrative or management body or any of its employees. |
− | --- | --- |
+ (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 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 of the company, or of a controlling shareholder or controlled entity referred to in point (i); |
− | --- | --- |
+ (iii) is an employee or an auditor of the company, or of a controlling shareholder or controlled entity referred to in (i);
− | (iii) | is an employee or an auditor of the company, or of a controlling shareholder or controlled entity referred to in (i); |
− | --- | --- |
+ (iv) has a family relationship with a natural person referred to in points (i) to (iii).
− | (iv) | has a family relationship with a natural person referred to in points (i) to (iii). |
− | --- | --- |
+ ### Article 11 — Formalities for proxy holder appointment and notification
− ### art_11
− Article 11
− 
+ 3. The provisions of this Article shall apply *mutatis mutandis* for the revocation of the appointment of a proxy holder.
− 3. The provisions of this Article shall apply mutatis mutandis for the revocation of the appointment of a proxy holder.
+ ### Article 12 — Voting by correspondence
− ### art_12
− 
− Article 12
− 
− ### art_13
+ ### Article 13 — Removal of certain impediments to the effective exercise of voting rights
− Article 13
+ ### Article 14 — Voting results
− ### art_14
− 
− Article 14
+ ## CHAPTER III / FINAL PROVISIONS
− ### art_15
+ ### Article 15 — Transposition
− Article 15
+ Member States shall forthwith communicate the number of days specified under Articles 6(3) and 7(3), and any subsequent changes thereof, to the Commission, which shall publish this information in the *Official Journal of the European Union*.
− Member States shall forthwith communicate the number of days specified under Articles 6(3) and 7(3), and any subsequent changes thereof, to the Commission, which shall publish this information in the Official Journal of the European Union.
+ 
+ ### Article 16 — Entry into force
+ 
+ This Directive shall enter into force on the 20th day following its publication in the *Official Journal of the European Union*.
+ 
+ ### Article 17 — Addressees
+ 
+ This Directive is addressed to the Member States.
+ 
+ (1) OJ C 318, 23.12.2006, p. 42.
+ 
+ (2) Opinion of the European Parliament of 15 February 2007 (not yet published in the Official Journal) and Council Decision of 12 June 2007.
+ 
+ (3) OJ C 104 E, 30.4.2004, p. 714.
+ 
+ (4) OJ L 184, 6.7.2001, p. 1. Directive as last amended by Directive 2005/1/EC (OJ L 79, 24.3.2005, p. 9).
+ (5) OJ L 390, 31.12.2004, p. 38.
− ### art_16
+ (6) OJ C 321, 31.12.2003, p. 1.
− Article 16
+ (7) OJ L 375, 31.12.1985, p. 3.
− This Directive shall enter into force on the 20th day following its publication in the Official Journal of the European Union.
+ (8) Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/…
− ### art_17
+ (9) OJ L 145, 30.4.2004, p. 1.
− Article 17
+ (10) OJ L 142, 30.4.2004, p. 12.
− This Directive is addressed to the Member States.