On 26 March 2009 the Minister submitted the government’s memorandum responding to the report (of the parliamentary discussion) and memorandum of amendment in connection with the Bill implementing Directive 2007/36/EG on the exercise of certain rights of shareholders in listed companies.2

The memorandum of amendment sets out the following proposed changes:

  • a requirement for the company to publish at the time notice of the meeting is given on its website the total number of shares and voting rights no later than 30 days before the day of the general meeting;
  • a requirement for the company to publish on its website any change in the total number of shares and voting rights on the day after the registration date; and
  • the obligation to provide information on the notice, location, time and date, agenda, and the right to attend the meeting will be integrated into one section in the Financial Markets Supervision Act (FMSA).

The Minister also explains that a number of changes to implement the Directive also apply to unlisted NVs: the requirements regarding the contents of the notice of the general meeting, the requirement to set out reasons for requesting that an item be placed on the agenda and the option of casting a postal vote. The use of a registration date is optional for unlisted NVs.

Finally, the memorandum explains the removal of the ‘important interest’ of the company as a ground of refusal when considering items for the agenda. The Directive’s basis is that an agenda item that has been correctly proposed and submitted (with an explanation of the reasons) should be included on the agenda. In special circumstances a request to place an item on the agenda can be turned down on grounds of ‘reasonableness and fairness’ (in the case of abuse of rights by shareholders in exercising their rights concerning the agenda).