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The integration of Euronext’s Regulated Markets in Europe has been fostered and accompanied by regulatory harmonisation. A single Euronext Rule Book governs trading on all Euronext Securities and Derivatives Markets.
The national regulators of Euronext’s markets are parties to a Memorandum of Understanding that established a “Euronext College of Regulators” and provides a framework to coordinate their supervision and regulation of the business and of the markets operated by Euronext.
Euronext is the first integrated cross-border regulated exchange, combining the stock exchanges of Amsterdam, Brussels, Lisbon and Paris into a single market and now with a London market as well. Issuers who meet European Union (“EU”) regulatory standards are qualified for listing on the regulated markets operated by Euronext. Euronext’s ...
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- What Is The Shareholder Rights Directive II?
- What Are The Main Benefits of SRD II For Issuers?
- Main Changes from SRD I to SRD II Regulation
- Who Is Impacted?
- Shareholder Identification Thresholds
- Penalties For Non-Compliance
- Beyond Shareholder Identification
- Why Conduct A Shareholder Analysis?
- FAQ
- References and Further Reading
SRD II is intended to increase transparency in the relationship between issuers and investors (mainly institutional investors and asset managers), through obligations relating to the identification of shareholders. It also covers directors’ remuneration amongst other aspects, as well as it contributes to encouraging long-term shareholder engagement...
Deborah Janssens, a partner at international law firm Freshfields, recently said during a Euronext Corporate Services webinarthat the increased transparency in listed companies and improved long-term engagement of shareholders following SRD II offered important tools to investors as well as a host of benefits to issuers. 1. Shareholders learn morea...
Shareholder identification
One of the key roles of SRD II is to allow companies to communicate more easily with shareholders, which has not always been possible due to intermediaries not releasing the identities of those who hold shares. It entitles issuers to request informationon the identity of investors and intermediaries are required to provide it in an electronic format. The “know your shareholder” element of the directive allows issuers to find out the identities of those with a minimum of 0.5% of the entire sha...
Meeting announcements
The commission implementing regulationsets out the format required for passing important information between intermediaries and shareholders or issuers, such as meeting announcement notices and notices of participation. This aims to stock blockages in the flow of information between issuers and investors caused by an intermediary or chain of intermediaries.
Vote confirmation
SRD II requires that issuers confirm the receipt of the votein an electronic form to the person who casts it. In addition, shareholders and nominated third parties can request confirmation that the votes were recorded and counted at a general meeting. The issuer must either make this information publicly available or respond to individual requests as and when they are made. Shareholders have 30 days from the date of the meeting to make their request.
Which countries are affected?
The 27 EU member states are affected by the directive as well as the United Kingdom, Norway, Iceland and Liechtenstein.
Which markets and products are affected by the Shareholder Rights Directive II?
The directive relates to voting shares of companies based in the EEA and the UK that have been admitted to trading on a regulated market, including securities with multiple listings.
Which companies are affected?
Any company registered in one of the 30 affected countries with equities trading on regulated markets or operating in one or more of those countries is affected. Companies listed on Multilateral Trading Facilities (MTF) and “non-regulated” exchanges, do not benefit from the directive. Intermediaries, such as investment firms and credit institutions, that offer services including management of securities for shareholders fall within the scope of the directive. The directive also affects invest...
Within the terms of SRD II, there is a threshold for identifying shareholders that allows issuers to find out details on anyone who owns at least 0.5% of all shares. However, member states can lower this threshold if they wish to enable issuers to identify more investors. This table shows the current thresholds within the laws of the various nation...
Member states can implement their own punitive measures for non-compliance with the Shareholder Rights Directive II. The directive only states that they should be “sufficiently dissuasive and proportionate”. Below are two examples of fines currently imposed for contravening shareholder rights laws. 1. Austria levies a €25,000 penalty for each breac...
Receiving a database with the identities of your shareholders is an important step in your investor relations strategy, but to gain really valuable insights you have to use the data in the right manner. The next phase is analysing your results, which will bring rich data for you to use in the future.
Shareholder analysis brings a range of valuable insights which can provide you with a competitive edge over your peers. Here are some of the key drivers for performing such analysis:
Is there clarity on the definition of a ‘shareholder’ in the Shareholder Rights Directive II?
The European Securities and Markets Authority (ESMA) says in its analysis of the shareholder identificationaspect of the directive: “As the SRD II does not introduce a common definition of shareholder, it remains challenging to introduce a fully converged system of shareholder identification.” One of the issues is the divergence of definitions across the different member states, with each having its own threshold for understanding what a ‘shareholder is’, involving voting rights, economic rig...
What is the expected flow of information for a shareholder ID request?
This is how a shareholder request occurs: 1. Market participants or their nominated third party makes the request using ISO 20022 electronic messaging to the entire custody chain 2. Every intermediary receives a notification of the request 3. Each intermediary makes disclosures to the issuer or their nominated third party with all of the shareholding information above the threshold set in that country, if applicable.
Oct 22, 2023 · The total number of gross (or “theoretical”) voting rights is used as the basis for calculating threshold crossings. In accordance with Article 223-11 of the AMF General Regulations, this number is calculated on the basis of all shares to which voting rights are attached, including those for which voting rights have been suspended.
May 23, 2022 · Under the government and compliance category, Euronext helps listed companies with liability logs, trade logs, and integrity logs, ensuring that all company transactions are above board. Euronext...
People also ask
What is Euronext regulatory harmonisation?
Is Euronext a regulated market?
What is a Euronext College of regulators?
Should a company be listed on Euronext?
What are Euronext markets?
How many issuers does Euronext have?
Euronext operates its main regulated market, as well two types of multilateral trading facilities (MTFs) providing access to listing for small and medium-sized enterprises (SMEs), titled Euronext Growth and Euronext Access.
