Article 3 · Directive (EU) 2024/2810

Contents

Article 3Adoption or modification of an MVS structure before admission to trading#

1.Member States shall ensure that a company whose shares are not already admitted to trading on a regulated market or an MTF has the right to adopt an MVS structure for the admission to trading of its shares on an MTF. Member States shall ensure that the decision of the company to adopt an MVS structure is taken by the general meeting of shareholders (‘general meeting’) by at least a qualified majority as specified in national law. Member States shall not make the adoption of an MVS 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 an MVS structure shall also be subject to a separate vote in each class of shares the rights of which are affected.

2.The right to adopt an MVS structure as referred to in paragraph 1 shall encompass the right of a company to adopt an MVS structure prior to seeking admission to trading of its shares on an MTF.

3.Member States may make the exercise of the enhanced voting rights attached to the MVSs conditional upon shares of the company being admitted to trading on an MTF.

4.Member States shall ensure that the investment firms and market operators operating an MTF do not prevent the admission to trading of shares of a company on the grounds that the company has adopted an MVS structure in accordance with paragraph 1.

5.This Article shall also apply, mutatis mutandis, in respect of a company whose shares are not already admitted to trading on a regulated market or an MTF, where that company decides to modify an existing MVS structure with a view to seeking admission to trading of its shares on an MTF.