Sittings · Document

Draft report (COM(2022)0761 – C90416/2022 – 2022/0406(COD)) 2023-07-11

On multiple-vote share structures in companies that seek the admission to trading of their shares on an SME growth market

Committee on Economic and Monetary Affairs

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Amendment 36

Johan Van Overtveldt

Proposal for a directive

Recital 1

Text proposed by the Commission

Amendment

(1) To reinforce the attractiveness of SME growth markets and to reduce inequalities for companies seeking admission to trading in the single market, it is necessary to address obstacles to the access to such markets that stem from regulatory barriers. Companies should be able to choose governance structures that suit best their development stage, including by enabling controlling shareholders of those companies to retain control of the business after accessing SME growth markets, while enjoying the benefits associated to trading on those markets, as long as the rights of minority shareholders continue to be safeguarded.

(1) To reinforce the attractiveness of listing and to reduce inequalities for companies seeking admission to trading in the single market, it is necessary to address obstacles to the access to such markets that stem from regulatory barriers. Companies should be able to choose governance structures that suit best their development stage, including by enabling controlling shareholders of those companies to retain control of the business after accessing regulated markets or SME growth markets, while enjoying the benefits associated to trading on those markets, as long as the rights of minority shareholders continue to be safeguarded.

Or. en

Justification

The option for multiple voting structures should not be limited to SME growth markets but should instead be extended to all regulated markets.

Amendment 37

Eva Maria Poptcheva

Proposal for a directive

Recital 1

Text proposed by the Commission

Amendment

(1) To reinforce the attractiveness of the EU's capital markets and to reduce inequalities for companies seeking admission to trading in the single market, it is necessary to address obstacles to the access to such markets that stem from regulatory barriers. Companies should be able to choose governance structures that suit best their development stage, including by enabling controlling shareholders of those companies to retain control of the business after accessing regulated markets, SME growth markets or other Multilateral Trading Facilities (MTF) enjoying the benefits associated to trading on those markets, as long as the rights of minority shareholders continue to be safeguarded.

Or. en

Amendment 38

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Recital 1

Text proposed by the Commission

Amendment

Or. en

Amendment 39

Jessica Polfjärd, Esther de Lange, Pernille Weiss

Proposal for a directive

Recital 1

Text proposed by the Commission

Amendment

(1) To reinforce the attractiveness of SME growth markets and to reduce inequalities for companies seeking admission to trading in the single market, it is necessary to address obstacles to the access to such markets that stem from regulatory barriers. Companies should be able to, at their own discretion and in accordance with national law, choose governance structures that suit best their development stage, including by enabling controlling shareholders of those companies to retain control of the business after accessing SME growth markets, while enjoying the benefits associated to trading on those markets, such as financing and support, as long as the rights of minority shareholders continue to be safeguarded.

Or. en

Justification

We support the scope proposed by the European Commission, which means that this Directive is limited to SME growth markets.

Amendment 40

Jonás Fernández, Pedro Marques, Margarida Marques, René Repasi

Proposal for a directive

Recital 1

Text proposed by the Commission

Amendment

(1) To reinforce the attractiveness of SME growth markets and to reduce inequalities for companies seeking admission to trading in the single market, it is necessary to address obstacles to the access to such markets that stem from regulatory barriers. Companies should be able, subject to strong appropriate safeguards, to choose governance structures that suit best their development stage, including by enabling controlling shareholders of those companies to retain control of the business after accessing SME growth markets, while enjoying the benefits associated to trading on those markets, as long as the rights of minority shareholders continue to be safeguarded.

Or. en

Amendment 41

Jessica Polfjärd, Esther de Lange, Pernille Weiss

Proposal for a directive

Recital 1 a (new)

Text proposed by the Commission

Amendment

(1 a) Having an untapped potential for assisting SMEs in getting access to finance, SME growth markets should therefore be the focus of this Directive, with a view to make them more attractive.

Or. en

Amendment 42

Jonás Fernández, Pedro Marques, Margarida Marques, René Repasi

Proposal for a directive

Recital 2

Text proposed by the Commission

Amendment

(2) Fear of losing control over a company constitutes one of the main deterrents for controlling shareholders to access SME growth markets. Admission to trading usually entails dilution of ownership for controlling shareholders, thus reducing their influence over important investment and operating decisions in the company. Maintaining control of the company may in particular be important for start-ups and companies with long-term projects that require significant upfront costs, because they may wish to pursue their vision without becoming too exposed to market fluctuations.

(2) Fear of losing control over a company constitutes a deterrent for controlling shareholders to access SME growth markets. Admission to trading usually entails dilution of ownership for controlling shareholders, thus reducing their influence over important investment and operating decisions in the company. Maintaining control of the company may in particular be important for start-ups and companies with long-term projects that require significant upfront costs, because they may wish to pursue their vision without becoming too exposed to market fluctuations.

Or. en

Amendment 43

Johan Van Overtveldt

Proposal for a directive

Recital 2

Text proposed by the Commission

Amendment

(2) Fear of losing control over a company constitutes one of the main deterrents for controlling shareholders to seek listing. Admission to trading usually entails dilution of ownership for controlling shareholders, thus reducing their influence over important investment and operating decisions in the company. Maintaining control of the company may in particular be important for start-ups and companies with long-term projects that require significant upfront costs, because they may wish to pursue their vision without becoming too exposed to market fluctuations.

Or. en

Justification

The option for multiple voting structures should not be limited to SME growth markets but should instead be extended to all regulated markets.

Amendment 44

Markus Ferber, Inese Vaidere

Proposal for a directive

Recital 2

Text proposed by the Commission

Amendment

(2) Fear of losing control over a company constitutes one of the main deterrents for controlling shareholders to access public markets. Admission to trading usually entails dilution of ownership for controlling shareholders, thus reducing their influence over important investment, strategic and operating decisions in the company. Maintaining control of the company may in particular be important for start-ups and companies with long-term projects that require significant upfront costs, because they may wish to pursue their vision without becoming too exposed to market fluctuations.

Or. en

Amendment 45

Eva Maria Poptcheva

Proposal for a directive

Recital 2

Text proposed by the Commission

Amendment

(2) Fear of losing control over a company constitutes one of the main deterrents for controlling shareholders to access public markets. Admission to trading usually entails dilution of ownership for controlling shareholders, thus reducing their influence over important investment and operating decisions in the company. Maintaining control of the company may in particular be important for start-ups and companies with long-term projects that require significant upfront costs, because they may wish to pursue their vision without becoming too exposed to market fluctuations. Shareholders in SMEs and family-owned companies might be strongly deterred from seeking listing and tapping into public markets due to fear of losing control over the company.

Or. en

Amendment 46

Jessica Polfjärd, Esther de Lange, Pernille Weiss

Proposal for a directive

Recital 2

Text proposed by the Commission

Amendment

Or. en

Amendment 47

Jonás Fernández, Pedro Marques, Margarida Marques, René Repasi

Proposal for a directive

Recital 3

Text proposed by the Commission

Amendment

(3) Multiple-vote share structures are an effective mechanism to enable controlling shareholders to retain decision-making power in a company, while raising funds from the public. Multiple-vote share structures are a form of a control enhancement mechanism involving at least two distinct classes of shares with a different number of voting rights. Under such structures, at least one of the classes of shares has a lower voting value than another class (or classes) of shares with voting rights. The share carrying the superior amount of votes is a multiple-vote share.

(3) Multiple-vote share structures are a mechanism to enable controlling shareholders to retain decision-making power in a company, while raising funds from the public. Multiple-vote share structures are a form of a control enhancement mechanism involving at least two distinct classes of shares with a different number of voting rights. Under such structures, at least one of the classes of shares has a lower voting value than another class (or classes) of shares with voting rights. The share carrying the superior amount of votes is a multiple-vote share.

Or. en

Amendment 48

Eva Maria Poptcheva

Proposal for a directive

Recital 3

Text proposed by the Commission

Amendment

(3) Multiple-vote share structures are an effective mechanism to enable controlling shareholders to retain decision-making power in a company, while raising funds from the public. Multiple-vote share structures are a form of a control enhancement mechanism involving at least two distinct classes of shares with a different number of voting rights. Under such structures, at least one of the classes of shares has a lower number of votes attached per share than another class (or classes) of shares with voting rights. The share carrying the superior amount of votes is a multiple-vote share.

Or. en

Amendment 49

Johan Van Overtveldt

Proposal for a directive

Recital 4

Text proposed by the Commission

Amendment

(4) There are other control enhancing mechanisms that allow leveraging voting power, apart from multiple-vote share structures. Such mechanisms may include non-voting shares, non-voting preference shares and voting right ceilings. However, those alternative control enhancing mechanisms, being more rigid in their set-up, are liable to constrain the amount of capital that a company can raise at the point of admission to trading on SME growth markets due to the lower disassociation between economic and voting rights.

(4) There are other control enhancing mechanisms that allow leveraging voting power, apart from multiple-vote share structures. Such mechanisms may include non-voting shares, non-voting preference shares and voting right ceilings. However, those alternative control enhancing mechanisms, being more rigid in their set-up, are liable to constrain the amount of capital that a company can raise at the point of admission to trading due to the lower disassociation between economic and voting rights.

Or. en

Justification

The option for multiple voting structures should not be limited to SME growth markets but should instead be extended to all regulated markets.

Amendment 50

Markus Ferber, Inese Vaidere

Proposal for a directive

Recital 4

Text proposed by the Commission

Amendment

(4) There are other control enhancing mechanisms that allow leveraging voting power, apart from multiple-vote share structures. Such mechanisms may include non-voting shares, non-voting preference shares and voting right ceilings. However, those alternative control enhancing mechanisms, being more rigid in their set-up, are liable to constrain the amount of capital that a company can raise at the point of admission to trading due to the lower disassociation between economic and voting rights.

Or. en

Amendment 51

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Recital 5

Text proposed by the Commission

Amendment

(5) Loyalty shares, like multiple-vote shares, confer superior voting rights to a shareholder. A shareholder may obtain additional voting rights attached to loyalty shares, holding the share for the designated time and complying with certain conditions. Loyalty shares are control-enhancing mechanisms that are designed to foster a more stable, long-term oriented ownership among shareholders rather than to increase the attractiveness of raising funds from the public. It is therefore not appropriate to include loyalty shares in the scope of this Directive.

(5) Loyalty shares with multiple-vote rights, confer superior voting rights to a shareholder. A shareholder may obtain additional voting rights attached to loyalty shares, holding the share for the designated time and complying with certain conditions. Loyalty shares are control-enhancing mechanisms that are designed to foster a more stable, long-term oriented ownership among shareholders thereby increasing the attractiveness of a long-term commitment. It is therefore appropriate to include loyalty shares in the scope of this Directive.

Or. en

Amendment 52

Johan Van Overtveldt

Proposal for a directive

Recital 7

Text proposed by the Commission

Amendment

(7) Member States should provide companies with the possibility to adopt multiple-vote share structures to allow them to seek admission to trading on a SME growth market without their controlling shareholders having to relinquish control. While admission to trading on regulated markets is more suitable for larger and more mature companies, SME growth markets are generally more appropriate for SMEs. SME growth markets were originally designed as SME dedicated trading venues with a regulatory treatment that takes the particularities of SMEs into account. Not all companies with securities listed on SME growth markets are, however, SMEs. Directive 2014/65/EU of the European Parliament and of the Council39 requires that SMEs constitute at least 50 % of the issuers of financial instruments admitted to trading on SME growth markets. Companies other than SMEs generally have more liquid securities and hence their admission to SME growth markets enables those markets to generate higher trading fees to maintain profitability of their business model. Nevertheless, to ensure clarity for investors, all issuers on SME growth markets, irrespective of their size, are currently subject to the same rules. It is therefore appropriate that the introduction of the right to adopt multiple-vote share structures applies to all companies seeking admission of their shares on an SME growth market for the first time.

(7) Member States should provide companies with the possibility to adopt multiple-vote share structures to allow them to seek admission to trading without their controlling shareholders having to relinquish control. While admission to trading on regulated markets is generally more suitable for larger and more mature companies, SME growth markets are generally more appropriate for SMEs. SME growth markets were originally designed as SME dedicated trading venues with a regulatory treatment that takes the particularities of SMEs into account. Not all companies with securities listed on SME growth markets are, however, SMEs. Directive 2014/65/EU of the European Parliament and of the Council39 requires that SMEs constitute at least 50 % of the issuers of financial instruments admitted to trading on SME growth markets. Companies other than SMEs generally have more liquid securities and hence their admission to SME growth markets enables those markets to generate higher trading fees to maintain profitability of their business model. Nevertheless, to ensure clarity for investors, all issuers on SME growth markets, irrespective of their size, are currently subject to the same rules.

__________________

39 Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ L 173, 12.6.2014, p. 349).

Or. en

Justification

The option for multiple voting structures should not be limited to SME growth markets but should instead be extended to all regulated markets.

Amendment 53

Eva Maria Poptcheva

Proposal for a directive

Recital 7

Text proposed by the Commission

Amendment

(7) Member States should provide companies with the possibility to adopt multiple-vote share structures to allow them to seek admission to trading regulated market, a SME growth market or any other MTF without their controlling shareholders having to relinquish control. While admission to trading on regulated markets is more suitable for larger and more mature companies, SME growth markets are generally more appropriate for SMEs. SME growth markets were originally designed as SME dedicated trading venues with a regulatory treatment that takes the particularities of SMEs into account. Not all companies with securities listed on SME growth markets are, however, SMEs. Directive 2014/65/EU of the European Parliament and of the Council39 requires that SMEs constitute at least 50 % of the issuers of financial instruments admitted to trading on SME growth markets. Companies other than SMEs generally have more liquid securities and hence their admission to SME growth markets enables those markets to generate higher trading fees to maintain profitability of their business model. Nevertheless, to ensure clarity for investors, all issuers on SME growth markets, irrespective of their size, are currently subject to the same rules. It is therefore appropriate that the introduction of the right to adopt multiple-vote share structures applies to all companies seeking admission of their shares on an SME growth market for the first time.

__________________

Or. en

Amendment 54

Markus Ferber, Inese Vaidere

Proposal for a directive

Recital 7

Text proposed by the Commission

Amendment

(7) Member States should provide companies with the possibility to adopt multiple-vote share structures to allow them to seek admission to trading on a regulated market or an SME growth market without their controlling shareholders having to relinquish control. While admission to trading on regulated markets is more suitable for larger and more mature companies, SME growth markets are generally more appropriate for SMEs. SME growth markets were originally designed as SME dedicated trading venues with a regulatory treatment that takes the particularities of SMEs into account. Not all companies with securities listed on SME growth markets are, however, SMEs. Directive 2014/65/EU of the European Parliament and of the Council39 requires that SMEs constitute at least 50 % of the issuers of financial instruments admitted to trading on SME growth markets. Companies other than SMEs generally have more liquid securities and hence their admission to SME growth markets enables those markets to generate higher trading fees to maintain profitability of their business model. Nevertheless, to ensure clarity for investors, all issuers on SME growth markets, irrespective of their size, are currently subject to the same rules. It is therefore appropriate that the introduction of the right to adopt multiple-vote share structures applies to all companies seeking admission of their shares on a regulated market or an SME growth market for the first time.

__________________

Or. en

Amendment 55

Johan Van Overtveldt

Proposal for a directive

Recital 8

Text proposed by the Commission

Amendment

(8) Member States should be able to introduce, or maintain in force, national provisions that allow companies to adopt these structures for purposes other than the first time admission to trading of shares on a SME growth market. That includes allowing companies to adopt multiple-vote shares when already admitted to trading, when seeking admission on a Multilateral Trading Facility that is not registered as SME growth market or on a regulated market, or ensuring that private companies can adopt multiple-vote shares, regardless of whether they intend to request admission to trading of their shares. This may also include cases whereby companies transfer from an SME growth market to a regulated market, while retaining multiple-vote shares.

(8) Member States should be able to introduce, or maintain in force, national provisions that allow companies to adopt these structures for purposes other than the first time admission to trading of shares on a regulated market or an SME growth market. This may also include cases whereby companies transfer from an SME growth market to a regulated market, while retaining multiple-vote shares.

Or. en

Amendment 56

Eva Maria Poptcheva

Proposal for a directive

Recital 8

Text proposed by the Commission

Amendment

Or. en

Amendment 57

Claude Gruffat

Proposal for a directive

Recital 8

Text proposed by the Commission

Amendment

(8) Member States should be able to maintain in force national provisions that allow companies to adopt these structures for purposes other than the first time admission to trading of shares on a SME growth market, only where they ensure the application of adequate safeguards for the protection of minority shareholders in accordance with this Directive. That includes allowing companies to adopt multiple-vote shares when already admitted to trading, when seeking admission on a Multilateral Trading Facility that is not registered as SME growth market or on a regulated market, or ensuring that private companies can adopt multiple-vote shares, regardless of whether they intend to request admission to trading of their shares. This may also include cases whereby companies transfer from an SME

Or. en

Amendment 58

Jessica Polfjärd, Esther de Lange, Pernille Weiss

Proposal for a directive

Recital 8

Text proposed by the Commission

Amendment

(8) Member States should, at their own discretion, be able to introduce, or maintain in force, national provisions that allow companies to adopt these structures for purposes other than the first time admission to trading of shares on a SME growth market. For the benefit of the European economy and competitiveness, that should include allowing companies to adopt multiple-vote shares when already admitted to trading, when seeking admission on a Multilateral Trading Facility that is not registered as SME growth market or on a regulated market, or ensuring that private companies can adopt multiple-vote shares, regardless of whether they intend to request admission to trading of their shares. This may also include cases whereby companies transfer from an SME growth market to a regulated market, while retaining multiple-vote shares.

Or. en

Amendment 59

Eva Maria Poptcheva

Proposal for a directive

Recital 9

Text proposed by the Commission

Amendment

(9) Companies may adopt multiple-vote share structures through a new issuance of shares or through another type of corporate transaction, such as the conversion of already issued shares. Companies should have the flexibility to choose the most appropriate type of corporate transaction to adopt multiple vote share structures in compliance with national law. Furthermore, companies should also have the flexibility as to the timing of the adoption of multiple-vote share structures, provided they do so to seek a first time admission of shares to trading on a SME growth market. Member States should not prevent companies from adopting multiple-vote share structures at a point prior to the moment of the admission of shares to trading. Member States should, however, be allowed to lay down that the exercise of the enhanced voting rights, which represent additional voting rights attached to multiple-vote shares compared to voting rights of shares of other classes, is conditional upon the admission to trading of shares on an SME growth market in one or more Member States. In that case and until the admission to trading, multiple-vote shares should have the same voting rights as other classes of shares in the company. That would ensure that multiple vote shares specifically promote a first-time admission to trading on SME growth markets.

(9) Member States should not prevent companies from adopting multiple-vote share structures at a point prior to the moment of the admission of shares to trading. Member States should, however, be allowed to lay down that the exercise of the enhanced voting rights, which represent additional voting rights attached to multiple-vote shares compared to voting rights of shares of other classes, is conditional upon the admission to trading of shares on a regulated market, a SME growth market or any other MTF in one or more Member States. In that case and until the admission to trading, multiple-vote shares should have the same voting rights as other classes of shares in the company. That would ensure that multiple vote shares specifically promote a first-time admission to trading on SME growth markets.

Or. en

Amendment 60

Johan Van Overtveldt

Proposal for a directive

Recital 9

Text proposed by the Commission

Amendment

(9) Companies may adopt multiple-vote share structures through a new issuance of shares or through another type of corporate transaction, such as the conversion of already issued shares. Companies should have the flexibility to choose the most appropriate type of corporate transaction to adopt multiple vote share structures in compliance with national law. Furthermore, companies should also have the flexibility as to the timing of the adoption of multiple-vote share structures. Member States should not prevent companies from adopting multiple-vote share structures at a point prior to the moment of the admission of shares to trading. Member States should, however, be allowed to lay down that the exercise of the enhanced voting rights, which represent additional voting rights attached to multiple-vote shares compared to voting rights of shares of other classes, is conditional upon the admission to trading of shares on a regulated market or a SME growth market in one or more Member States. In that case and until the admission to trading, multiple-vote shares should have the same voting rights as other classes of shares in the company. That would ensure that multiple vote shares specifically promote a first-time admission to trading.

Or. en

Amendment 61

Jessica Polfjärd, Esther de Lange, Pernille Weiss

Proposal for a directive

Recital 9

Text proposed by the Commission

Amendment

(9) Companies should enjoy the option to adopt multiple-vote share structures through a new issuance of shares or through another type of corporate transaction, such as the conversion of already issued shares. Companies should have the flexibility to choose the most appropriate type of corporate transaction to adopt multiple vote share structures in compliance with national law. Furthermore, companies should also have the flexibility as to the timing of the adoption of multiple-vote share structures, provided they do so to seek a first time admission of shares to trading on a SME growth market. Member States should not prevent companies from adopting multiple-vote share structures at a point prior to the moment of the admission of shares to trading. Member States should, however, be allowed to lay down that the exercise of the enhanced voting rights, which represent additional voting rights attached to multiple-vote shares compared to voting rights of shares of other classes, is conditional upon the admission to trading of shares on an SME growth market in one or more Member States. In that case and until the admission to trading, multiple-vote shares should have the same voting rights as other classes of shares in the company. That would ensure that multiple vote shares specifically promote a first-time admission to trading on SME growth markets.

Or. en

Amendment 62

Markus Ferber, Inese Vaidere

Proposal for a directive

Recital 9

Text proposed by the Commission

Amendment

(9) Companies may adopt multiple-vote share structures through a new issuance of shares or through another type of corporate transaction, such as the conversion of already issued shares. Companies should have the flexibility to choose the most appropriate type of corporate transaction to adopt multiple vote share structures in compliance with national law. Furthermore, companies should also have the flexibility as to the timing of the adoption of multiple-vote share structures, provided they do so to seek a first time admission of shares to trading on a regulated market or SME growth market. Member States should not prevent companies from adopting multiple-vote share structures at a point prior to the moment of the admission of shares to trading. Member States should, however, be allowed to lay down that the exercise of the enhanced voting rights, which represent additional voting rights attached to multiple-vote shares compared to voting rights of shares of other classes, is conditional upon the admission to trading of shares on an SME growth market in one or more Member States. In that case and until the admission to trading, multiple-vote shares should have the same voting rights as other classes of shares in the company. That would ensure that multiple vote shares specifically promote a first-time admission to trading on regulated markets or SME growth markets.

Or. en

Amendment 63

Jonás Fernández, Pedro Marques, Margarida Marques, René Repasi

Proposal for a directive

Recital 10

Text proposed by the Commission

Amendment

(10) Due to a diminished voting power of non-controlling shareholders in the company relative to their investments, multiple-vote share structures may provide controlling shareholders of that company with perpetual control and thereby lead to controlling shareholder entrenchment. That may increase the risk that controlling shareholders extract private benefits from control. To address those risks, the adoption of multiple-vote share structures should be subject to safeguards to protect minority shareholders.

Or. en

Amendment 64

Jessica Polfjärd, Esther de Lange, Pernille Weiss

Proposal for a directive

Recital 11

Text proposed by the Commission

Amendment

(11) Member States that allow multiple-vote shares provide for safeguards to protect minority shareholders and the interests of the company. However, the existing safeguards vary between Member States due to national specificities and diverging company law systems. Having regard to the objectives of the internal market as set out in particular in Article 50(2), point (g) of the Treaty on the functioning of the European Union, Member States should ensure a coordinated approach in their national laws on multiple-vote share structures with respect to the protection of the interests of minority shareholders and of the company. This includes protection against decisions creating risks for or resulting in adverse human rights, climate change, and environmental consequences. Under that coordinated approach, all Member States should ensure that any decision to adopt a multiple-vote share structure, or to modify that structure where there is an impact on voting rights, is taken by a qualified majority at the general shareholders’ meeting. Furthermore, Member States should limit the voting weight of multiple-vote shares by introducing restrictions either on the design of the multiple-vote share structure or on the exercise of voting rights attached to multiple-vote shares for the adoption of certain decisions. The restriction on the exercise of voting rights may be implemented by requiring that an approval by qualified majority necessitates both a qualified majority of the votes cast at the general meeting of shareholders and of the share capital represented at the general meeting of shareholders.

(11) Member States that allow multiple-vote shares provide for safeguards to protect minority shareholders and the interests of the company. The existing safeguards vary between Member States due to national specificities and diverging company law systems, ensuring that the frameworks take national ecosystems into account. Member States may consider ensuring that any decision to adopt a multiple-vote share structure, or to modify that structure where there is an impact on voting rights, is taken by a qualified majority at the general shareholders’ meeting. Furthermore, Member States may limit the voting weight of multiple-vote shares by introducing restrictions either on the design of the multiple-vote share structure or on the exercise of voting rights attached to multiple-vote shares for the adoption of certain decisions. The restriction on the exercise of voting rights may be implemented by requiring that an approval by qualified majority necessitates both a qualified majority of the votes cast at the general meeting of shareholders and of the share capital represented at the general meeting of shareholders.

Or. en

Amendment 65

Markus Ferber, Inese Vaidere

Proposal for a directive

Recital 11

Text proposed by the Commission

Amendment

(11) Member States that allow multiple-vote shares provide for safeguards to protect minority shareholders and the interests of the company. However, the existing safeguards vary between Member States due to national specificities and diverging company law systems. Having regard to the objectives of the internal market as set out in particular in Article 50(2), point (g) of the Treaty on the functioning of the European Union, Member States should ensure a coordinated approach in their national laws on multiple-vote share structures with respect to the protection of the interests of minority shareholders and of the company. Under that coordinated approach, all Member States should ensure that any decision to adopt a multiple-vote share structure, or to modify that structure where there is an impact on voting rights, is taken by a qualified majority at the general shareholders’ meeting. Furthermore, Member States should limit the voting weight of multiple-vote shares by introducing restrictions either on the design of the multiple-vote share structure or on the exercise of voting rights attached to multiple-vote shares for the adoption of certain decisions. The restriction on the exercise of voting rights may be implemented by requiring that an approval by qualified majority necessitates both a qualified majority of the votes cast at the general meeting of shareholders and of the share capital represented at the general meeting of shareholders.

Or. en

Amendment 66

Jonás Fernández, Pedro Marques, Margarida Marques

Proposal for a directive

Recital 11

Text proposed by the Commission

Amendment

(11) Member States that allow multiple-vote shares provide for safeguards to protect minority shareholders and the interests of the company. However, the existing safeguards vary between Member States due to national specificities and diverging company law systems. Having regard to the objectives of the internal market as set out in particular in Article 50(2), point (g) of the Treaty on the functioning of the European Union, Member States should ensure a coordinated approach in their national laws on multiple-vote share structures with respect to the protection of the interests of minority shareholders and of the company. This includes protection against decisions creating risks for or resulting in adverse human rights, climate change, and environmental consequences. All Member States should ensure that any decision to adopt a multiple-vote share structure, or to modify that structure where there is an impact on voting rights, is taken by a qualified majority at the general shareholders’ meeting. Furthermore, Member States should limit the voting weight of multiple-vote shares by introducing restrictions on the design of the multiple-vote share structure and on the exercise of voting rights attached to multiple-vote shares for the adoption of certain decisions. The restriction on the exercise of voting rights may be implemented by requiring that an approval by qualified majority necessitates both a qualified majority of the votes cast at the general meeting of shareholders and of the share capital represented at the general meeting of shareholders.

Or. en

Amendment 67

Eva Maria Poptcheva

Proposal for a directive

Recital 11

Text proposed by the Commission

Amendment

(11) Member States that allow multiple-vote shares provide for safeguards to protect minority shareholders and the interests of the company. However, the existing safeguards vary between Member States due to national specificities and diverging company law systems. Having regard to the objectives of the internal market as set out in particular in Article 50(2), point (g) of the Treaty on the functioning of the European Union, Member States should ensure a coordinated approach in their national laws on multiple-vote share structures with respect to the protection of the interests of minority shareholders and of the company. This may include, inter alia, protection against decisions creating risks for or resulting in adverse human rights, climate change, and environmental consequences. Under that coordinated approach, all Member States should ensure that any decision to adopt a multiple-vote share structure, or to modify that structure where there is an impact on voting rights, is taken by a qualified majority at the general shareholders’ meeting. In companies where there are several classes of shares, such qualified majority should be calculated on the basis of the total number of the votes cast and on the votes within each class of shares affected by the decision. Furthermore, Member States should limit the voting weight of multiple-vote shares by introducing restrictions either on the design of the multiple-vote share structure or on the exercise of voting rights attached to multiple-vote shares for the adoption of certain decisions. The restriction on the exercise of voting rights may be implemented by requiring that an approval by qualified majority necessitates both a qualified majority of the votes cast at the general meeting of shareholders and of the share capital represented at the general meeting of shareholders.

Or. en

Amendment 68

Claude Gruffat

Proposal for a directive

Recital 11

Text proposed by the Commission

Amendment

(11) Member States that allow multiple-vote shares provide for safeguards to protect minority shareholders and the interests of the company. However, the existing safeguards vary between Member States due to national specificities and diverging company law systems. Having regard to the objectives of the internal market as set out in particular in Article 50(2), point (g) of the Treaty on the functioning of the European Union, Member States should ensure a coordinated approach in their national laws on multiple-vote share structures with respect to the protection of the interests of minority shareholders and of the company. This includes protection against decisions creating risks for or resulting in adverse human rights, climate change, and environmental consequences, or against decisions aimed at improving corporate transparency and corporate governance, including executive remuneration and dividend policy. Under that coordinated approach, all Member States should ensure that any decision to adopt a multiple-vote share structure, or to modify that structure where there is an impact on voting rights, is taken by a qualified majority at the general shareholders’ meeting. Furthermore, Member States should limit the voting weight of multiple-vote shares by introducing restrictions either on the design of the multiple-vote share structure or on the exercise of voting rights attached to multiple-vote shares for the adoption of certain decisions. The restriction on the exercise of voting rights may be implemented by requiring that an approval by qualified majority necessitates both a qualified majority of the votes cast at the general meeting of shareholders and of the share capital represented at the general meeting of shareholders.

Or. en

Amendment 69

Paul Tang, Alfred Sant

Proposal for a directive

Recital 11 a (new)

Text proposed by the Commission

Amendment

(11 a) Even though multiple-vote shares can create risks for stakeholders of a company, by giving a stronger voice to founders and long-term shareholders, multiple-vote shares can also protect a company from an excessive focus on short-term interests and thereby help stimulate its long-term sustainable growth in line with the interests of stakeholders and the environment. To ensure multiple-vote shares are used in this positive way, companies issuing multiple-vote shares should publish a report detailing how their share structure helps promote the interests of all their stakeholders as well as the environment.

Or. en

Amendment 70

Jonás Fernández, Pedro Marques, Margarida Marques

Proposal for a directive

Recital 12

Text proposed by the Commission

Amendment

(12) Member States should be given discretion to introduce additional safeguards, where needed, to ensure adequate protection of minority shareholders’ interests and the interest of the company. Member States should assess the appropriateness of additional safeguards in light of their effectiveness in protecting the interests of minority shareholders and of the company, while ensuring that such safeguards do not defeat the purpose of multiple-vote share structures, i.e. the possibility for a company’s controlling shareholders to influence important decisions, including the appointment of directors.

(12) Member States should also be required to introduce additional safeguards to ensure adequate protection of minority shareholders’ interests and the interest of the company, including a transfer-based sunset clause, a time-based sunset clause of five years, an event-based sunset clause, and a safeguard to ensure that the enhanced voting rights cannot be used to block the adoption of decisions by the general shareholders’ meeting concerning human rights and environmental issues related to the company’s operations.

Or. en

Amendment 71

Claude Gruffat

Proposal for a directive

Recital 12

Text proposed by the Commission

Amendment

(12) Member States should be able to introduce additional safeguards, where needed, to ensure adequate protection of minority shareholders’ interests, the respect of workers' rights, in particular rights to information, consultation and participation, and protection of the long-term interests and sustainability of the company. Member States should assess the appropriateness of additional safeguards in light of their effectiveness in protecting the interests of minority shareholders, of the workers and of the company, while ensuring that such safeguards do not defeat the purpose of multiple-vote share structures, i.e. the possibility for a company’s controlling shareholders to influence important decisions, including the appointment of directors.

Or. en

Amendment 72

Jessica Polfjärd, Esther de Lange, Pernille Weiss

Proposal for a directive

Recital 13

Text proposed by the Commission

Amendment

(13) The disclosure of accurate, comprehensive and timely information about issuers strengthens investor confidence and allows for informed investment decision-making. Such informed investment decision-making enhances both investor protection and market efficiency. Member States should therefore require companies with multiple-vote share structures to publish detailed information on their share structure and corporate governance system at the moment of the admission to trading, as well as periodically in the annual financial report. Such information should mention whether there are any limitations on the holding of securities, including whether any transfer of securities requires the approval either of the company, or of other holders of securities. It should also mention whether there are any restrictions on voting rights, including limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby the financial rights attached to securities are separated from the holding of securities. Furthermore, those companies should disclose the identity of holders of multiple-vote shares as well as of the natural persons entitled to exercise voting rights on their behalf and of persons exercising special control rights to provide investors, as members of general public, with transparency on ultimate ownership and de facto influence on the company. This would allow investors to make informed decisions and thereby strengthen their confidence in well-functioning capital markets.

(13) The disclosure of accurate, comprehensive and timely information about issuers strengthens investor confidence and allows for informed investment decision-making. Such informed investment decision-making enhances both investor protection and market efficiency. Member States should therefore require companies with multiple-vote share structures to publish detailed information on their share structure and corporate governance system at the moment of the admission to trading, as well as periodically in the annual financial report. Such information should mention whether there are any limitations on the holding of securities, including whether any transfer of securities requires the approval either of the company, or of other holders of securities. It should also mention whether there are any restrictions on voting rights, including limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby the financial rights attached to securities are separated from the holding of securities. Furthermore, those companies should, in accordance with existing transparency legislation, disclose the identity of holders of multiple-vote shares as well as of the natural persons entitled to exercise voting rights on their behalf and of persons exercising special control rights to provide investors, as members of general public, with transparency on ultimate ownership and de facto influence on the company. This would allow investors to make informed decisions and thereby strengthen their confidence in well-functioning capital markets.

Or. en

Amendment 73

Jonás Fernández, Pedro Marques, Margarida Marques, René Repasi

Proposal for a directive

Recital 13

Text proposed by the Commission

Amendment

Or. en

Amendment 74

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Recital 13

Text proposed by the Commission

Amendment

Or. en

Amendment 75

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Recital 15

Text proposed by the Commission

Amendment

(15) To take account of market developments and developments in other areas of Union law or Member States’ experiences with the implementation of this Directive, the Commission should review this Directive 5 years following the date of transposition.

(15) To assess the implementation and impact of this Directive, in particular any negative impacts on all actors concerned, and to take account of market developments and developments in other areas of Union law or Member States’ experiences with the implementation of this Directive, the Commission should review this Directive three years following the date of transposition and every three years thereafter.

Or. en

Amendment 76

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 1 – paragraph 1

Text proposed by the Commission

Amendment

This Directive lays down common rules on multiple-vote share structures in companies that seek the admission to trading of their shares on an SME growth market in one or more Member States and that do not have shares already admitted to trading on any trading venue.

This Directive lays down common rules on multiple-vote share structures, including for loyalty shares, in companies that seek the admission to trading of their shares on a EU based regulated market or an SME growth market in one or more Member States and that do not have shares already admitted to trading on any trading venue.

Or. en

Amendment 77

Eva Maria Poptcheva

Proposal for a directive

Article 1 – paragraph 1

Text proposed by the Commission

Amendment

This Directive lays down common rules on multiple-vote share structures in companies that seek the admission to trading of their shares on a regulated market, a SME growth market or any other Multilateral Trading Facility (MTF) in one or more Member States and that do not have shares already admitted to trading on any trading venue.

Or. en

Amendment 78

Markus Ferber, Inese Vaidere

Proposal for a directive

Article 1 – paragraph 1

Text proposed by the Commission

Amendment

This Directive lays down common rules on multiple-vote share structures in companies that seek the admission to trading of their shares on a regulated market or on an SME growth market in one or more Member States and that do not have shares already admitted to trading on any trading venue.

Or. en

Justification

There is no reason to limit this Directive to SME growth markets only.

Amendment 79

Johan Van Overtveldt

Proposal for a directive

Article 1 – paragraph 1

Text proposed by the Commission

Amendment

This Directive lays down common rules on multiple-vote share structures in companies that seek the admission to trading of their shares on a regulated market or an SME growth market in one or more Member States and that do not have shares already admitted to trading on any trading venue.

Or. en

Justification

The option for multiple voting structures should not be limited to SME growth markets but should instead be extended to all regulated markets.

Amendment 80

Erik Poulsen, Gilles Boyer, Stéphanie Yon-Courtin

Proposal for a directive

Article 2 – paragraph 1 – point a

Text proposed by the Commission

Amendment

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

(a) ‘company’ means a legal entity incorporated as one of the types of companies listed in Annex II to Directive (EU) 2017/1132 which may under national law issue shares and seek admission to trading of the shares on an SME growth market;

Or. en

Justification

In some Member States companies listed in Annex II of Directive 2017/1132 also have access to listing on the stock market. The possibilities offered by the proposed new directive should also be available to such companies.

Amendment 81

Enikő Győri

Proposal for a directive

Article 2 – paragraph 1 – point a

Text proposed by the Commission

Amendment

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

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

Or. en

Amendment 82

Eva Maria Poptcheva

Proposal for a directive

Article 2 – paragraph 1 – point b

Text proposed by the Commission

Amendment

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

(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;

Or. en

Amendment 83

Eva Maria Poptcheva

Proposal for a directive

Article 2 – paragraph 1 – point f a (new)

Text proposed by the Commission

Amendment

(f a) 'multilateral trading facility' means a multilateral trading facility as defined in Article 4(1), point (22), of Directive 2014/65/EU

Or. en

Amendment 84

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 2 – paragraph 1 – point f a (new)

Text proposed by the Commission

Amendment

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

Or. en

Amendment 85

Johan Van Overtveldt

Proposal for a directive

Article 2 – paragraph 1 – point f a (new)

Text proposed by the Commission

Amendment

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

Or. en

Justification

The option for multiple voting structures should not be limited to SME growth markets but should instead be extended to all regulated markets.

Amendment 86

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 3 – title

Text proposed by the Commission

Amendment

Introduction or maintenance of national provisions on multiple-vote shares

Limitations related to national provisions on multiple-vote shares

Or. en

Amendment 87

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 3 – paragraph 1

Text proposed by the Commission

Amendment

Member States may introduce or maintain in force national provisions that allow companies to adopt multiple-vote share structures in situations not covered by this Directive.

Member States shall not introduce new national provisions that allow companies to adopt multiple-vote share structures in situations not covered by this Directive, after the entry into force of this Directive.

Nevertheless, Member States may maintain in force existing national provisions that allow companies to adopt multiple-vote share structures in situations not covered by this Directive, only where they ensure that safeguards for fair and non-discriminatory treatment of shareholders are introduced in accordance with Article 5.

Or. en

Amendment 88

Jessica Polfjärd, Esther de Lange, Pernille Weiss

Proposal for a directive

Article 3 – paragraph 1

Text proposed by the Commission

Amendment

Member States may introduce or maintain in force national provisions that allow companies to adopt multiple-vote share structures in situations not covered by this Directive.

Member States may introduce or maintain in force national provisions that allow companies to adopt multiple-vote share structures.

Or. en

Justification

Although the original wording of the proposal appears unnecessary as it states the obvious, it should be clearly stated that Member States can keep or introduce systems of multiple- vote share structures.

Amendment 89

Erik Poulsen

Proposal for a directive

Article 4 – paragraph 1

Text proposed by the Commission

Amendment

1. 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 an SME growth market in one or more Member States. Member States shall not prevent the admission to trading of shares of a company on an SME growth market on the ground that the company has adopted a multiple-vote share structure.

1. 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 an SME growth market in one or more Member States. Member States shall ensure that the company’s decision to adopt a multiple-vote share structure is taken by the general meeting by at least a qualified majority 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.

For the purposes of the first subparagraph, where there are several classes of shares, the decision to adopt a multiple-vote share structure shall also be subject to a separate vote within each class of shares whose rights are affected.

Member States shall not prevent the admission to trading of shares of a company on an SME growth market on the ground that the company has adopted a multiple-vote share structure.

Or. en

Justification

Clarification that 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 as such a condition would hamper the incentive for founders to list their company and thus go against the purpose of the Directive.

Amendment 90

Eva Maria Poptcheva

Proposal for a directive

Article 4 – paragraph 1

Text proposed by the Commission

Amendment

1. 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, a 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, a SME growth market or any other MTF on the ground that the company has adopted a multiple-vote share structure.

Or. en

Amendment 91

Markus Ferber, Inese Vaidere

Proposal for a directive

Article 4 – paragraph 1

Text proposed by the Commission

Amendment

1. 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 or an SME growth market in one or more Member States. Member States shall not prevent the admission to trading of shares of a company on a regulated market or on an SME growth market on the ground that the company has adopted a multiple-vote share structure.

Or. en

Justification

There is no reason to limit this Directive to SME growth markets only.

Amendment 92

Johan Van Overtveldt

Proposal for a directive

Article 4 – paragraph 1

Text proposed by the Commission

Amendment

1. 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 or an SME growth market in one or more Member States. Member States shall not prevent the admission to trading of shares of a company on a regulated market or an SME growth market on the ground that the company has adopted a multiple-vote share structure.

Or. en

Justification

The option for multiple voting structures should not be limited to SME growth markets but should instead be extended to all regulated markets.

Amendment 93

Eva Maria Poptcheva

Proposal for a directive

Article 4 – paragraph 2

Text proposed by the Commission

Amendment

2. 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 an SME growth market.

2. 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, a SME growth market or any other MTF.

Or. en

Amendment 94

Markus Ferber, Inese Vaidere

Proposal for a directive

Article 4 – paragraph 2

Text proposed by the Commission

Amendment

2. 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 an SME growth market.

Or. en

Justification

There is no reason to limit this Directive to SME growth markets only.

Amendment 95

Johan Van Overtveldt

Proposal for a directive

Article 4 – paragraph 2

Text proposed by the Commission

Amendment

2. 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 an SME growth market.

Or. en

Justification

The option for multiple voting structures should not be limited to SME growth markets but should instead be extended to all regulated markets.

Amendment 96

Eva Maria Poptcheva

Proposal for a directive

Article 4 – paragraph 3

Text proposed by the Commission

Amendment

3. 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 an SME growth market in one or more Member States.

3. 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, a SME growth market or any other MTF in one or more Member States.

Or. en

Amendment 97

Johan Van Overtveldt

Proposal for a directive

Article 4 – paragraph 3

Text proposed by the Commission

Amendment

3. 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 or an SME growth market in one or more Member States.

Or. en

Justification

The option for multiple voting structures should not be limited to SME growth markets but should instead be extended to all regulated markets.

Amendment 98

Jessica Polfjärd, Esther de Lange, Pernille Weiss

Proposal for a directive

Article 5 – title

Text proposed by the Commission

Amendment

Safeguards for fair and non-discriminatory treatment of shareholders of a company

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

Or. en

Amendment 99

Jessica Polfjärd, Esther de Lange, Pernille Weiss

Proposal for a directive

Article 5 – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

1. Member States shall ensure fair and non-discriminatory treatment of shareholders, as well as adequate protection of the interests of the shareholders who do not hold multiple-vote shares and of the company through appropriate safeguards. To that effect, Member States shall do all of the following:

1. 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 adequate protection of the interests of the shareholders who do not hold multiple-vote shares. To that effect, Member States shall consider doing the following:

Or. en

Amendment 100

Valentino Grant, Antonio Maria Rinaldi, Marco Zanni

Proposal for a directive

Article 5 – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

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

Or. en

Amendment 101

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

1. Member States shall ensure fair and non-discriminatory treatment of shareholders, as well as adequate protection of the interests of the shareholders who do not hold multiple-vote shares, the workers and of the company through appropriate safeguards. To that effect, Member States shall do all of the following:

Or. en

Amendment 102

Valentino Grant, Antonio Maria Rinaldi, Marco Zanni

Proposal for a directive

Article 5 – paragraph 1 – point a – subparagraph 1

Text proposed by the Commission

Amendment

ensure that a company’s decision to adopt a multiple-vote share structure and any subsequent decision to modify a multiple-vote share structure that affects voting rights are taken by the general shareholders’ meeting of that company and are approved by a qualified majority as specified in national law.

(a) ensure that a company’s decision to modify a multiple - vote share structure in a way that affects the voting rights of shares, is taken by the general meeting by at least a qualified majority as specified in national law.

Or. en

Amendment 103

Jessica Polfjärd, Esther de Lange, Pernille Weiss

Proposal for a directive

Article 5 – paragraph 1 – point a – subparagraph 1

Text proposed by the Commission

Amendment

ensure that a company’s decision, at its own discretion and in accordance with national law, to adopt a multiple-vote share structure and any subsequent decision to modify a multiple-vote share structure that affects voting rights are taken by the general shareholders’ meeting of that company and are approved by a qualified majority as specified in national law.

Or. en

Amendment 104

Valentino Grant, Antonio Maria Rinaldi, Marco Zanni

Proposal for a directive

Article 5 – paragraph 1 – point a – subparagraph 2

Text proposed by the Commission

Amendment

For the purposes of this point, where there are several classes of shares, such decisions shall also be subject to a separate vote for each class of shareholders whose rights are affected;

For the purposes of this point, such decisions shall also be subject to a separate vote in each class of shareholders the rights of which are affected. Member States shall also ensure that the multi-vote structure can vary at least in a ratio of one to ten.

Or. en

Amendment 105

Eva Maria Poptcheva

Proposal for a directive

Article 5 – paragraph 1 – point a – subparagraph 2

Text proposed by the Commission

Amendment

For the purposes of this point, where there are several classes of shares, such decisions shall also be subject to a separate vote for each class of shareholders whose rights are affected;

For the purposes of this point, where there are several classes of shares, such decisions shall also be subject to a separate vote within each class of shares the rights of which are affected;

Or. en

Amendment 106

Paul Tang, Alfred Sant

Proposal for a directive

Article 5 – paragraph 1 – point a a (new)

Text proposed by the Commission

Amendment

(a a) ensure that companies issuing multiple-vote shares publish a justification outlining how the share structure will help guarantee the long-term interests of the company, its stakeholders including employees, and help the company contribute to environmental objectives as defined in Regulation (EU) 2020/852.

Or. en

Amendment 107

Jessica Polfjärd, Pernille Weiss

Proposal for a directive

Article 5 – paragraph 1 – point b – introductory part

Text proposed by the Commission

Amendment

(b) limit the voting weight of multiple-vote shares on the exercise of other shareholders’ rights, in particular during general meetings, by introducing either of the following:

(b) limit the impact on the decision making process at the general meeting due to multiple-vote shares, by introducing one or both of the following:

Or. en

Amendment 108

Erik Poulsen

Proposal for a directive

Article 5 – paragraph 1 – point b – introductory part

Text proposed by the Commission

Amendment

(b) limit the voting weight of multiple-vote shares on the exercise of other shareholders’ rights, in particular during general meetings, by introducing either of the following:

(b) limit the impact of the multiple-vote shares on the decision-making process at the general meeting by introducing at least one of the following:

Or. en

Justification

Clarification that the proposal is limited to matters at the general meeting, and that Member States should not be hindered from choosing both options, if they want.

Amendment 109

Valentino Grant, Antonio Maria Rinaldi, Marco Zanni

Proposal for a directive

Article 5 – paragraph 1 – point b – introductory part

Text proposed by the Commission

Amendment

(b) limit the voting weight of multiple-vote shares on the exercise of other shareholders’ rights, in particular during general meetings, by introducing either of the following:

(b) limit the impact of the multiple-vote shares on the decision-making process at the general meeting by introducing at least one of the following:

Or. en

Amendment 110

Eva Maria Poptcheva

Proposal for a directive

Article 5 – paragraph 1 – point b – introductory part

Text proposed by the Commission

Amendment

(b) limit the voting weight of multiple-vote shares on the exercise of other shareholders’ rights, in particular during general meetings, by introducing either of the following:

(b) limit the impact of the multiple-vote shares on the decision-making process at general meetings by introducing at least one of the following:

Or. en

Amendment 111

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 1 – point b – introductory part

Text proposed by the Commission

Amendment

(b) limit the voting weight of multiple-vote shares on the exercise of other shareholders’ rights, in particular during general meetings, by introducing either of the following:

(b) limit the voting weight of multiple-vote shares on the exercise of other shareholders’ rights by introducing as a minimum all the following:

Or. en

Amendment 112

Jonás Fernández, Pedro Marques, Margarida Marques

Proposal for a directive

Article 5 – paragraph 1 – point b – introductory part

Text proposed by the Commission

Amendment

(b) limit the voting weight of multiple-vote shares on the exercise of other shareholders’ rights, in particular during general meetings, by introducing either of the following:

(b) limit the voting weight of multiple-vote shares on the exercise of other shareholders’ rights, in particular during general meetings, by introducing the following safeguards:

Or. en

Amendment 113

Jonás Fernández, Pedro Marques, Margarida Marques, René Repasi

Proposal for a directive

Article 5 – paragraph 1 – point b – point i

Text proposed by the Commission

Amendment

(i) a maximum weighted voting ratio and a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;

(i) a maximum weighted voting ratio differential of one to five;

Or. en

Amendment 114

Eva Maria Poptcheva

Proposal for a directive

Article 5 – paragraph 1 – point b – point i

Text proposed by the Commission

Amendment

(i) a maximum weighted voting ratio and a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;

(i) a maximum weighted voting ratio as defined in Article 2 point (f);

Or. en

Amendment 115

Valentino Grant, Antonio Maria Rinaldi, Marco Zanni

Proposal for a directive

Article 5 – paragraph 1 – point b – point i

Text proposed by the Commission

Amendment

(i) a maximum weighted voting ratio and a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;

(i) a maximum ratio of the number of votes rights attached to multiple-vote shares to the votes rights attached to shares with the least voting rights;

Or. en

Amendment 116

Erik Poulsen, Gilles Boyer, Stéphanie Yon-Courtin

Proposal for a directive

Article 5 – paragraph 1 – point b – point i

Text proposed by the Commission

Amendment

(i) a maximum weighted voting ratio and a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;

(i) a maximum weighted voting ratio;

Or. en

Justification

The freedom to apply multiple voting-shares should not be restricted beyond basic safeguards as this would go against the purpose of the Directive. It would thus dis-incentivise rather than incentivise more founders to have their company make use of SME Growth markets to raise capital for future investments.

Amendment 117

Jessica Polfjärd, Pernille Weiss

Proposal for a directive

Article 5 – paragraph 1 – point b – point i

Text proposed by the Commission

Amendment

(i) a maximum weighted voting ratio and a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;

(i) a maximum weighted voting ratio;

Or. en

Amendment 118

Enikő Győri

Proposal for a directive

Article 5 – paragraph 1 – point b – point i

Text proposed by the Commission

Amendment

(i) a maximum weighted voting ratio and a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;

(i) a maximum weighted voting ratio or a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;

Or. en

Amendment 119

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 1 – point b – point i

Text proposed by the Commission

Amendment

(i) a maximum weighted voting ratio and a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;

(i) a maximum weighted voting ratio of 10:1 and a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;

Or. en

Amendment 120

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 1 – point b – point i a (new)

Text proposed by the Commission

Amendment

(i a) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a designated period of time up to 5 years (time-based sunset clause);

Or. en

Amendment 121

Jonás Fernández, Pedro Marques, Margarida Marques, René Repasi

Proposal for a directive

Article 5 – paragraph 1 – point b – point i a (new)

Text proposed by the Commission

Amendment

(i a) a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;

Or. en

Amendment 122

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 1 – point b – point i b (new)

Text proposed by the Commission

Amendment

(i b) 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);

Or. en

Amendment 123

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 1 – point b – point i c (new)

Text proposed by the Commission

Amendment

(i c) a restriction on the exercise of the enhanced voting rights attached to multiple-vote shares for voting on matters related to executive remuneration and dividend policy as well as for the approval of related party transactions;

Or. en

Amendment 124

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 1 – point b – point i d (new)

Text proposed by the Commission

Amendment

(i d) a requirement to ensure that the enhanced voting rights cannot be used to block the adoption or implementation of decisions by the general shareholders’ meeting aiming at preventing, reducing or eliminating adverse impacts on human rights, the environment and the climate related to the company’s operations and those carried out by entities in their value chain;

Or. en

Amendment 125

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 1 – point b – point i e (new)

Text proposed by the Commission

Amendment

(i e) a requirement to ensure that the enhanced voting rights cannot be used to block the adoption or implementation of decisions by the general shareholders’ meeting aiming at improving corporate governance, including decisions to enhance corporate transparency and accountability.

Or. en

Amendment 126

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 1 – point b – point i f (new)

Text proposed by the Commission

Amendment

(i f) a requirement to ensure that enhanced voting rights are not used to block the adoption or implementation of decisions by the general shareholders’ meeting aimed at or contributing to aligning business models and strategies with the transition to a sustainable economy, limiting global warming to 1.5°C in line with the Paris Agreement, or achieving climate neutrality as established in Regulation (EU) 2021/1119 as regards its operations in the Union;

Or. en

Amendment 127

Eva Maria Poptcheva, Erik Poulsen

Proposal for a directive

Article 5 – paragraph 1 – point b – point ii

Text proposed by the Commission

Amendment

(ii) a restriction on the exercise of the enhanced voting rights attached to multiple-vote shares for voting on matters to be decided at the general meeting of shareholders and that require the approval by a qualified majority.

(ii) a requirement that decisions by the general meeting subject to qualified majority, excluding appointment and dismissal of directors as well as operational decisions to be taken by directors and that are submitted to the general meeting for approval, are to be adopted by either:

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

- a qualified majority, as specified in national law, of the votes cast, and are subject to a separate vote within each class of shares the rights of which are affected.

Or. en

Amendment 128

Valentino Grant, Antonio Maria Rinaldi, Marco Zanni

Proposal for a directive

Article 5 – paragraph 1 – point b – point ii

Text proposed by the Commission

Amendment

- a qualified majority, as specified in national law, of the votes cast at the meeting; or

- a qualified majority, as specified in national law, of the votes cast, and are subject to a separate vote in each class of shares the rights of which are affected.

Or. en

Amendment 129

Jessica Polfjärd, Pernille Weiss

Proposal for a directive

Article 5 – paragraph 1 – point b – point ii

Text proposed by the Commission

Amendment

(ii) an obligation that decisions by the general meeting subject to qualified majority, excluding appointment and dismissal of directors as well as operational decisions to be taken by directors and that are submitted for approval to the general meeting, are to be adopted by one of the following:

Or. en

Amendment 130

Jessica Polfjärd, Pernille Weiss

Proposal for a directive

Article 5 – paragraph 1 – point b – point ii – point a (new)

Text proposed by the Commission

Amendment

a) a qualified majority, in accordance with national law, both of the votes cast and either of the share capital represented at the meeting or of the number of shares represented at the meeting; or

Or. en

Amendment 131

Jessica Polfjärd, Pernille Weiss

Proposal for a directive

Article 5 – paragraph 1 – point b – point ii – point b (new)

Text proposed by the Commission

Amendment

b) a qualified majority, in accordance with national law, of the votes cast, and are subject to a separate vote within each class of shares the rights of which are affected.

Or. en

Amendment 132

Paul Tang, Alfred Sant

Proposal for a directive

Article 5 – paragraph 1 – point b a (new)

Text proposed by the Commission

Amendment

(b a) ensure that the enhanced voting rights cannot be used to block the adoption of decisions by the general shareholders’ meeting aiming at preventing, reducing or eliminating adverse impacts on human rights and the environment related to the company’s operations.

Or. en

Amendment 133

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 1 a (new)

Text proposed by the Commission

Amendment

1 a. Member States shall ensure that employees’ rights to information, consultation and participation are respected in relation to the decision on and use of multiple vote shares, and that these rights are exercised in accordance with existing provisions or practices in force, including the legal framework provided for in Directive 2002/14/EC.

Or. en

Amendment 134

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 2 – introductory part

Text proposed by the Commission

Amendment

2. Member States may provide for further safeguards to ensure adequate protection of shareholders and of the interests of the company. Those safeguards may include in particular:

2. Member States may provide for further safeguards to ensure adequate protection and fair treatment of minority shareholders, respect of workers rights, in particular rights to information, consultation and participation, and protection of the long-term interests and sustainability of the company. This may also include 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).

Or. en

Amendment 135

Valentino Grant, Antonio Maria Rinaldi, Marco Zanni

Proposal for a directive

Article 5 – paragraph 2 – introductory part

Text proposed by the Commission

Amendment

2. Member States may provide for further safeguards to ensure adequate protection of shareholders and of the interests of the company. Those safeguards may include in particular:

2. Member states may provide for further safeguards to ensure adequate protection of the interest of shareholders who do not hold multiple-vote shares.

Or. en

Amendment 136

Jessica Polfjärd, Pernille Weiss

Proposal for a directive

Article 5 – paragraph 2 – introductory part

Text proposed by the Commission

Amendment

2. Member States may provide for further safeguards to ensure adequate protection of shareholders and of the interests of the company. Those safeguards may include in particular:

2. Member States may provide for further safeguards to ensure adequate protection of shareholders not holding multiple-vote shares. Such safeguards, if any, shall be communicated to the Commission.

Or. en

Amendment 137

Enikő Győri

Proposal for a directive

Article 5 – paragraph 2 – introductory part

Text proposed by the Commission

Amendment

2. Member States may provide for further safeguards to ensure adequate protection of shareholders and of the interests of the company. Those safeguards may include in particular:

2. Member States may provide for further safeguards to ensure adequate protection of shareholders not possessing multiple-vote shares and the interest of the company.

Or. en

Amendment 138

Markus Ferber, Inese Vaidere

Proposal for a directive

Article 5 – paragraph 2 – introductory part

Text proposed by the Commission

Amendment

2. Member States may provide for further safeguards to ensure adequate protection of shareholders and of the interests of the company. Those safeguards may include in particular:

2. Member States may provide for further safeguards to ensure adequate protection of shareholders, who do not hold multiple vote shares, and of the interests of the company.

Or. en

Amendment 139

Eva Maria Poptcheva, Erik Poulsen

Proposal for a directive

Article 5 – paragraph 2 – introductory part

Text proposed by the Commission

Amendment

2. Member States may provide for further safeguards to ensure adequate protection of shareholders and of the interests of the company. Those safeguards may include in particular:

2. Member States may provide for further safeguards to ensure adequate protection of shareholders and of the interests of the company.

Or. en

Amendment 140

Jonás Fernández, Pedro Marques, Margarida Marques

Proposal for a directive

Article 5 – paragraph 2 – introductory part

Text proposed by the Commission

Amendment

2. Member States may provide for further safeguards to ensure adequate protection of shareholders and of the interests of the company. Those safeguards may include in particular:

2. Member States shall also be required to provide for further safeguards to ensure adequate protection of shareholders and of the interests of the company. Those safeguards shall include in particular:

Or. en

Amendment 141

Jessica Polfjärd, Pernille Weiss

Proposal for a directive

Article 5 – paragraph 2 – point a

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 142

Enikő Győri

Proposal for a directive

Article 5 – paragraph 2 – point a

Text proposed by the Commission

Amendment

deleted

Or. en

Amendment 143

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 2 – point a

Text proposed by the Commission

Amendment

deleted

Or. en

Amendment 144

Valentino Grant, Antonio Maria Rinaldi, Marco Zanni

Proposal for a directive

Article 5 – paragraph 2 – point a

Text proposed by the Commission

Amendment

deleted

Or. en

Amendment 145

Eva Maria Poptcheva, Erik Poulsen

Proposal for a directive

Article 5 – paragraph 2 – point a

Text proposed by the Commission

Amendment

deleted

Or. en

Amendment 146

Markus Ferber, Inese Vaidere

Proposal for a directive

Article 5 – paragraph 2 – point a

Text proposed by the Commission

Amendment

deleted

Or. en

Amendment 147

Jonás Fernández, Pedro Marques, Margarida Marques, René Repasi

Proposal for a directive

Article 5 – paragraph 2 – point a

Text proposed by the Commission

Amendment

Or. en

Amendment 148

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 2 – point b

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 149

Enikő Győri

Proposal for a directive

Article 5 – paragraph 2 – point b

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 150

Markus Ferber, Inese Vaidere

Proposal for a directive

Article 5 – paragraph 2 – point b

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 151

Valentino Grant, Antonio Maria Rinaldi, Marco Zanni

Proposal for a directive

Article 5 – paragraph 2 – point b

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 152

Jessica Polfjärd, Pernille Weiss

Proposal for a directive

Article 5 – paragraph 2 – point b

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 153

Eva Maria Poptcheva, Erik Poulsen

Proposal for a directive

Article 5 – paragraph 2 – point b

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 154

Jonás Fernández, Pedro Marques, Margarida Marques

Proposal for a directive

Article 5 – paragraph 2 – point b

Text proposed by the Commission

Amendment

(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);

(b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a five year period;

Or. en

Amendment 155

Eva Maria Poptcheva, Erik Poulsen

Proposal for a directive

Article 5 – paragraph 2 – point c

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 156

Enikő Győri

Proposal for a directive

Article 5 – paragraph 2 – point c

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 157

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 2 – point c

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 158

Valentino Grant, Antonio Maria Rinaldi, Marco Zanni

Proposal for a directive

Article 5 – paragraph 2 – point c

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 159

Markus Ferber, Inese Vaidere

Proposal for a directive

Article 5 – paragraph 2 – point c

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 160

Jessica Polfjärd, Pernille Weiss

Proposal for a directive

Article 5 – paragraph 2 – point c

Text proposed by the Commission

Amendment

(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);

deleted

Or. en

Amendment 161

Jonás Fernández, Pedro Marques, Margarida Marques, René Repasi

Proposal for a directive

Article 5 – paragraph 2 – point c

Text proposed by the Commission

Amendment

(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);

(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;

Or. en

Amendment 162

Valentino Grant, Antonio Maria Rinaldi, Marco Zanni

Proposal for a directive

Article 5 – paragraph 2 – point d

Text proposed by the Commission

Amendment

(d) a requirement to ensure that the enhanced voting rights cannot be used to block the adoption of decisions by the general shareholders’ meeting aiming at preventing, reducing or eliminating adverse impacts on human rights and the environment related to the company’s operations.

deleted

Or. en

Amendment 163

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 5 – paragraph 2 – point d

Text proposed by the Commission

Amendment

deleted

Or. en

Amendment 164

Enikő Győri

Proposal for a directive

Article 5 – paragraph 2 – point d

Text proposed by the Commission

Amendment

deleted

Or. en

Amendment 165

Eva Maria Poptcheva, Erik Poulsen

Proposal for a directive

Article 5 – paragraph 2 – point d

Text proposed by the Commission

Amendment

deleted

Or. en

Amendment 166

Jessica Polfjärd, Pernille Weiss

Proposal for a directive

Article 5 – paragraph 2 – point d

Text proposed by the Commission

Amendment

deleted

Or. en

Amendment 167

Markus Ferber, Inese Vaidere

Proposal for a directive

Article 5 – paragraph 2 – point d

Text proposed by the Commission

Amendment

deleted

Or. en

Amendment 168

Enikő Győri

Proposal for a directive

Article 6 – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

1. Member States shall ensure that companies with multiple-vote share structures whose shares are traded or are to be traded on an SME growth market make publicly available, in the [EU Growth issuance document referred to in Article 15a] of Regulation (EU) 2017/1129 of the European Parliament and of the Council43 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) 2017/56544 , detailed information on all of the following:

__________________

43 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12)

44 Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (OJ L 87, 31.3.2017, p. 1).

Or. en

Amendment 169

Eva Maria Poptcheva

Proposal for a directive

Article 6 – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

1. Member States shall ensure that companies with multiple-vote share structures whose shares are traded or are to be traded on a regulated market, a 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 Council43 [or in the EU Growth issuance document 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) 2017/56544 , detailed information on all of the following:

__________________

Or. en

Amendment 170

Johan Van Overtveldt

Proposal for a directive

Article 6 – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

1. Member States shall ensure that companies with multiple-vote share structures whose shares are traded or are to be traded on a regulated market or an SME growth market make publicly available, respectively, in the prospectus referred to in Article 6 of Regulation (EU) 2017/1129 of the European Parliament and of the Council43 [or in the EU Growth prospectus 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) 2017/56544 , detailed information on all of the following:

__________________

Or. en

Justification

The option for multiple voting structures should not be limited to SME growth markets but should instead be extended to all regulated markets.

Amendment 171

Eva Maria Poptcheva

Proposal for a directive

Article 6 – paragraph 1 – point a

Text proposed by the Commission

Amendment

(a) the structure of their capital, including securities which are not admitted to trading on an SME growth 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;

(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;

Or. en

Amendment 172

Markus Ferber, Inese Vaidere

Proposal for a directive

Article 6 – paragraph 1 – point a

Text proposed by the Commission

Amendment

(a) the structure of their capital, including securities which are not admitted to trading on a regulated market or an SME growth 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;

Or. en

Amendment 173

Johan Van Overtveldt

Proposal for a directive

Article 6 – paragraph 1 – point a

Text proposed by the Commission

Amendment

Or. en

Justification

The option for multiple voting structures should not be limited to SME growth markets but should instead be extended to all regulated markets.

Amendment 174

Jessica Polfjärd, Pernille Weiss

Proposal for a directive

Article 6 – paragraph 1 – point c

Text proposed by the Commission

Amendment

deleted

Or. en

Justification

There is no definition of "special control rights" and it is not certain that the company knows the identity of this "special control rights" holder.

Amendment 175

Eva Maria Poptcheva

Proposal for a directive

Article 6 – paragraph 1 – point e

Text proposed by the Commission

Amendment

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

(e) the identity, if known to the company, of shareholders holding multiple-vote shares representing more than 5 % of the voting rights of all shares in the company, and of natural persons or legal entities entitled to exercise voting rights on behalf of such shareholders, where applicable.

Or. en

Amendment 176

Jessica Polfjärd, Pernille Weiss

Proposal for a directive

Article 6 – paragraph 1 – point e

Text proposed by the Commission

Amendment

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

(e) if known by the company, the identity of the shareholders holding multiple-vote shares, representing more than 5 % of the voting rights of all shares in the company, and of the natural person or legal entity entitled to exercise voting rights on behalf of such shareholders, where applicable.

Or. en

Justification

Having a threshold is in line with existing legislation, such as Directive 2004/109/EC.

Amendment 177

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 7 – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

By [five years after the entry into force], 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 [four years after the entry into force], Member States shall provide the Commission with information in particular on the following:

By [three years after the entry into application] 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] and every three years thereafter, Member States shall provide the Commission with all relevant information in particular on the following:

Or. en

Amendment 178

Claude Gruffat

on behalf of the Verts/ALE Group

Proposal for a directive

Article 8 – paragraph 1

Text proposed by the Commission

Amendment

1. Member States shall bring into force the law, regulations and administrative provisions necessary to comply with this Directive by 2 years 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.

1. 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.

Or. en