Article 10 › 3

Apart from the limitations expressly permitted in paragraphs 1 and 2, Member States shall not restrict or allow companies to restrict the exercise of shareholder rights through proxy holders for any purpose other than to address potential conflicts of interest between the proxy holder and the shareholder, in whose interest the proxy holder is bound to act, and in doing so Member States shall not impose any requirements other than the following: (a) Member States may prescribe that the proxy holder disclose certain specified facts which may be relevant for the shareholders in assessing any risk that the proxy holder might pursue any interest other than the interest of the shareholder; (b) Member States may restrict or exclude the exercise of shareholder rights through proxy holders without specific voting instructions for each resolution in respect of which the proxy holder is to vote on behalf of the shareholder; (c) Member States may restrict or exclude the transfer of the proxy to another person, but this shall not prevent a proxy holder who is a legal person from exercising the powers conferred upon it through any member of its administrative or management body or any of its employees. A conflict of interest within the meaning of this paragraph may in particular arise where the proxy holder: (i) is a controlling shareholder of the company, or is another entity controlled by such shareholder; (ii) is a member of the administrative, management or supervisory body of the company, or of a controlling shareholder or controlled entity referred to in point (i); (iii) is an employee or an auditor of the company, or of a controlling shareholder or controlled entity referred to in (i); (iv) has a family relationship with a natural person referred to in points (i) to (iii).

1 national measure recorded under this provision, in 1 form — sign in to view the analysis.

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Source: EUR-Lex CELLAR · retrieved 2026-08-27