Evaluation and review of the Shareholder Rights Directive

ADEUS Aktienregister-Service-GmbH, Munich, is a leading service provider in Germany in the area of share registers and annual general meetings (AGM). As part of the Allianz Group, we provide our services to Allianz SE as well as to our clients from the various DAX segments.

The Shareholder Rights Directive did not achieve the objectives in ITALY set at the time of its adoption (effectiveness) because Legislative Decree No 47 of 27 March 2026 further restricted shareholders’ rights despite the fact that on 7 May 2025 the Commission adopted a decision in infringement procedure INFR (2025) 4004, (Directive 2007/36/EC) The objective of removing regulatory barriers and inefficiencies and…

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1. Harmonisation of the Shareholder Concept: A single EU definition of shareholder could disrupt national company and securities law without clear benefits. The absence of harmonisation is not viewed as a major issue in most Member States. SRD II aims to improve transparency and shareholder engagement, not to standardise ownership regimes.

Finance Watch welcomes the European Commission's initiative to revise the Shareholder Rights Directive (SRD) to reduce fragmentation across capital markets and remove barriers that currently hinder cross-border investment within the Single Market. Finance Watch sees the SRD as instrumental to: 1.

The Nordic Financial Unions (NFU) supports the original objectives of the Shareholder Rights Directive (SRD II), which were shaped by lessons from the 2008 financial crisis and aimed at strengthening long-termism, accountability, and sustainable corporate governance.

— Direct ownership of shares is becoming increasingly difficult. Instead, banks and intermediaries switch to custodian solutions where the shares are fiduciary. In this context, it must be ensured that it is easy and free of charge for a shareholder to register his shares before a general meeting. Ideally, this should be automatic and at no additional cost to the shareholder.

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S&P Global Market Intelligence (SPGMI) supports the European Commission's work to strengthen EU capital markets. A clear and efficient shareholder rights framework is essential to support cross-border investment, issuer-investor engagement, and market confidence. SRD II is an important part of that framework, but in practice it is not delivering the level of transparency it was designed to achieve.

Euronext is pleased to submit its contribution to the Call for Evidence. The Shareholder Rights Directive has played an important role in improving transparency, communication and shareholder engagement across EU capital markets, notably through SRD II.

Acute Investor Services, a newly created European stewardship service provider, thanks the European Commission for this opportunity to share its views on the piece of EU legislation that is the very cornerstone of its mission. The revision of the Shareholder Rights Directive (SRD II) should not be approached as a purely technical adjustment of company law.

The Luxembourg Capital Market Association ("LuxCMA" or "we") represents the collective interests of all stakeholders in Luxembourg's primary capital markets industry. We welcome the opportunity to contribute to the evaluation and impact assessment of the update of the rules on shareholder rights and the review of Directive 2007/36/EC, as amended by Directive (EU) 2017/828 (the "SRD").

Aéma Groupe, a leading French mutualist protection group, manages over 200 billion in assets through its subsidiary Ofi Invest. As a mutualist entity, our investment philosophy is rooted in a long-term vision that prioritizes stability, protection, and the interests of our 11.7 million members over short-term profitability.

Glass Lewis & Co. LLC welcomes the opportunity to provide feedback on the implementation and effectiveness of the Shareholder Rights Directive (SRD I and SRD II). As a global proxy advisory firm serving institutional investors across European and international markets, we support the Directives core objectives of enhancing shareholder engagement, improving transparency, and promoting sound corporate governance…

The Dutch Fund and Asset Management Association (DUFAS) supports the core objectives of the Shareholder Rights Directive (SRD): facilitating the effective exercise of shareholder rights, strengthening shareholder engagement, and protecting minority shareholders. Active and sustainable shareholder involvement remains a key pillar of corporate governance and long-term value creation.

LAfep (Association of Large French Companies) welcomes the opportunity to respond to the Commissions Consultation on the revision of the Shareholder Rights Directive (SRD). Overall, there is broad agreement among issuers that the facilitation of shareholder rights has generally improved due to SRD II, leading to a significant increase especially in the transmission of voting instructions.

ISS STOXX appreciates the opportunity to provide input to the European Commissions Call for Evidence on the possible review of the Shareholder Rights Directive (SRD or Directive). We offer our comments in our capacity as a provider of proxy research and vote recommendations (a proxy advisor, as defined by Article 2(g) of the SRD), and from the vantage point of serving a range of institutional investor clients…

I. Dependency on a functioning chain of custodians and transparency Investors are, as a matter of structure, fully dependent on custodians and intermediaries for the submission of voting instructions and meeting registrations, as all instructions must be transmitted through the custodial chain. This dependency is exacerbated by inefficient processes and weaknesses in information flows along the chain.

ShareAction welcomes the SRD evaluation and review to build a more effective and robust framework for the exercise of shareholder rights. This is a critical component of achieving more democratic and integrated EU capital markets that support responsible business conduct and long-term value creation in line with the decarbonisation of the EU economy.

The European Central Securities Depositories Association (ECSDA) welcomes the revision of the Shareholder Rights Directive as an important opportunity to further enhance transparency, efficiency, and cross-border harmonisation in the exercise of shareholder rights within the European Union. See atteched file for the detailed contribution.

The SRD II revision is an opportunity for a targeted simplification and competitiveness exercise: streamlining the rules so shareholders across Member States can exercise their rights more easily and for reducing cross border friction in the voting chain. We believe that this practical and deliverable work can make Europes capital markets more attractive and more integrated.

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The LBP AM Group views the revision as an opportunity to strengthen, simplify and modernise the existing SRD framework, in particular through digitisation. SRD has already increased transparency and board and investors accountability, notably on executive remuneration through say on pay and related party transactions.

This contribution complements the position of the Republic of Poland as expressed in the consultation questionnaire (file annexed to the contribution). The file contains part of the comments submitted by Poland in the framework of the survey (self-presenting them) and, in combination with the replies to the survey, presents a broader picture of the Polish position.

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As a member of Insurance Europe, Insurance Sweden shares most of the views the expressed in their response to the call for evidence on the Shareholder Rights Directive. Where we particularly diverge from Insurance Europes position in their response is that in our view fully virtual AGMs should not be allowed.

Krajowy Depozyt Papierów Wartościowych S.A. (KDPW), the Polish Central Securities Depository, welcomes the review of the Shareholder Rights Directive as a timely opportunity to further enhance the effectiveness, transparency and cross-border functioning of shareholder identification and engagement in the European Union.

PRIs key recommendations are: 1. Remove barriers to voting and submitting shareholder proposals Remove obstacles to proxy voting. In many EU member states, investors face Power of Attorney (PoA) requirements that need to be submitted as physical copies and processed manually.

The current wording of the directive significantly limits the practical possibilities of identifying shareholders. While this is not a problem within a single country, obtaining data from another Member State (which is necessary for most listed companies) involves the risk of additional (and possibly multiple) fees which are unknown ex ante.

Insurance Europe welcomes the opportunity to provide views on the evaluation and possible review of the Shareholder Rights Directive (SRD) promoting transparency, accountability, and long-term shareholder involvement remain highly relevant and deserve continued support. As the framework evolves, it is important that any adjustments further support efficient and well-functioning capital markets.

1. Safeguards for Multiple-Class Share Structures The IBGC supports the principle of one share, one vote as the most effective mechanism to align economic interests and voting power, thereby promoting fairness, transparency, and accountability.

Allied for Startups welcomes the evaluation of the Shareholder Rights Directive as a key opportunity to align Europes corporate governance framework with the realities of startups and scale-ups operating across the Single Market.

Capital Group (CG) welcomes the opportunity to share its views on the European Commissions public consultation on the evaluation and potential review of the Shareholder Rights Directive (SRD). Our main messages: We believe the current SRD regime has been successful in achieving its key objectives.

The Confederation of Swedish Enterprise welcomes the opportunity to provide feedback on the European Commissions consultation on the evaluation and potential review of the Shareholder Rights Directive (SRD). The Confederation of Swedish Enterprise represents approximately 60,000 member companies, organized in 48 business and employer associations across all sectors of the Swedish economy.

Good governance is a foundation of corporate success and a prosperous economy. This has led many jurisdictions to adopt corporate governance codes and strengthen laws. It is also critical to investor confidence, with investors willing to pay a premium for well governed companies. However, good governance is not achieved through codes and regulation alone.

Investor AB welcomes the Commissions evaluation of the SRD and the ambition to create better regulation to enhance EU competitiveness. We believe that focus should be on (i) addressing challenges in the intermediary chain, and (ii) increasing the accuracy and accountability of proxy advisers.

The European Fund and Asset Management Association (EFAMA) supports the objectives of the Shareholder Rights Directive (SRD) I and II and welcomes a targeted revision to address existing identified impediments and ensure greater exercise of shareholder rights.

Malta broadly supports a targeted review of the Shareholder Rights Directive that strengthens shareholder engagement, improves cross border efficiency and reduces market fragmentation, while ensuring proportionality and cost effectiveness, particularly for smaller and less liquid markets.

PensionsEurope welcomes the opportunity to provide input to the European Commissions consultation on the review of the Shareholder Rights Directive II (SRD II). At the same time, we underline the importance of preserving an appropriate framework for pension funds as long-term investors.

Reform priorities (ranked) 1. Proxy advisers strengthening the SRD framework to improve accuracy, integrity, transparency, dialogue, and accountability. 2. Modernisation of company law by harmonisation maximum harmonisation of convocation period to 21 days for annual general meeting; 14 days for extraordinary general meeting; harmonisation by introducing legal right/statutory right to hold an exclusive…

Overall, the IA supports targeted simplification of SRD II to reduce operational complexity and friction in cross border voting and stewardship, but stresses that reforms must not weaken shareholder rights or protections or reopen provisions that already work (e.g., disclosures that provide investment relevant information, including areas such as directors pay).

The SRD II was created with the aim of strengthening the role of shareholders in the governance of listed companies, promoting long-term engagement and increasing transparency. However, according to CERSTE, the experience of implementation in particular in Italy since the Capital Law (2024) shows a growing divergence between formal rights and their effective exercise.

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In the attachment, we present our detailed position, including data and further evidence supporting ICGNs views. Below is a brief summary of our position on the SRD revision. Targeted SRD revision can make Europes capital markets more attractive and more integrated.

Deutsche Börse Group (DBG) supports the objectives of the Shareholder Rights Directive (SRD II) to enhance shareholder engagement, improve corporate governance, and facilitate cross border investment. However, we would like to highlight that fragmented national implementation, incomplete standardization, and persistent manual processes have significantly limited the Directives effectiveness in practice.

Summary of FPMs position on the review of the Shareholder Rights Directive France Post Marché (FPM) supports the overall objective of improving the effectiveness of the Shareholder Rights Directive (SRD), in particular by reducing fragmentation, facilitating cross-border investment and enabling a more efficient exercise of shareholder rights across the EU.

Effective and sustainable shareholder engagement is a cornerstone of listed companies corporate governance. It strengthens internal checks and balances and supports sustainable long term value creation of companies and their stakeholders, including shareholders. Meaningful engagement requires that shareholders can effectively exercise their rights and are adequately protected.

The Danish Committee on Corporate Governance and the Danish Committee on Foundation Governance welcome any initiative aimed at strengthening the European Unions competitiveness, encouraging private investment, and reducing fragmentation across European capital markets. The Committees support efforts to remove barriers that currently hinder cross-border investment within the Single Market.

Tumelo Ltd Response to the EC Call for Evidence: Update of the Rules on Shareholder Rights. Summary of recommendations; full response attached. 1. Shareholder definition and identification Harmonised definition: a single EU-wide definition of "shareholder" based on the economic beneficial owner, expressly permitting pass-through to underlying investors.

Experience with the practical application of the SRD Directive in a smaller and predominantly cross border market such as Malta has highlighted challenges that continue to inhibit the efficient functioning of the market. These shortcomings are relevant when assessed against facilitating cross-border shareholder engagement, improving capital market integration and enhancing the competitiveness of EU listed companies.

The Shareholder Rights Directive (SRD II), EU 2017/828, was introduced with the objective of promoting long-term shareholder engagement to ensure that decisions are taken in the interests of a companys long-term stability, whilst taking environmental and social considerations into account.

Dear Sir/Madam, The European Savings and Retail Banking Group (ESBG) welcomes the opportunity to contribute to the European Commissions consultation on the Shareholder Rights Directive (SRD). In this context, ESBG would like to highlight two key challenges that continue to hinder the effective exercise of shareholder rights in cross-border situations.

Sound corporate governance is essential to the functioning of liberal capitalism, resting on a balance of power between shareholders and boards of directors. The SRD and SRD II have represented meaningful progress, but targeted improvements remain necessary, without requiring a complete overhaul.

Generali Group welcomes the opportunity to respond to the Call for Evidence on the SRD review. We have identified five areas for improvement within the framework. 1. Strengthening shareholder identification A persistent weakness of the SRD framework is the lack of a clear definition of shareholder, which has led to divergent interpretations across Member States, particularly in crossborder situations.

Finance Denmark recognizes that a lot of important steps have been taken with SRD and SRD II but there are still issues that must be addressed. One issue relates to the lack of a common of the term shareholder, which SRD II leaves to national law causing inconsistencies. This means that, in practice, the party identified as the shareholder differs from country to country.

As a venture capital firm based in London, investing across multiple European jurisdictions, we see a clear need to standardise the current shareholder infrastructure. At present, there is no unified EU-wide digital platform focused on shareholders which results in unnecessary complexity in shareholder identification, communication, and voting, and increases both cost and administrative burden for companies and…

Concerning: Protection of retail investors, confidence in the financial markets and the participation of savers. I hereby submit a number of observations, accompanied by attached documentation, relating to facts already reported to the competent authorities and helping to understand some of the reasons that are gradually driving many savers away from the financial markets.

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The European Commission work programme for 2026 includes a plan to evaluate the Shareholder Rights Directive (SRD) . Germany's private banks believe that continued development of SRD II, based on the fundamental principles of the savings and investment union (SIU), will play a significant role in deepening the markets and strengthening shareholders rights.

the SRD II framework broadly functions. The main challenges lie in practical cross-border implementation and intermediary compliance. Targeted improvements should therefore focus on strengthening the regulatory framework for proxy advisors, improving operational efficiency in cross-border chains and preserving issuer flexibility within a harmonised EU framework.

I Can Nothing about my rights in business in a Way to tell about this & real Income is never included in my platforms all by itself. I need partners to develop WIPO Global Award as my Entry 2026 Is creating connection to many shareholders & BusinessIntegrity of several companies.

Attending AGMs across borders remains difficult and expensive. This hinders private investors willingness to invest cross-border. Hybrid AGMs with full shareholder rights for remote participants should be encouraged for flexibility. This would promote retail investor participation in corporate governance as reliable long-term investors. Plain virtual/remote AGMs may hinder fulfillment of shareholder rights.

The evaluation of the Shareholders’ Rights Directive must take into account the different corporate governance systems and industrial relations structures in the Member States. Germany is characterised by the dualist board system: The board of directors manages the company, which supervises and appoints a co-determined supervisory board.

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1. Positioning ON STRATEGIC OPTIONS We are in favour of Option 3 (Interoperable solution based on the EUDI framework), as it is the only structural and definitive solution capable of: Ensuring full interoperability between Member States’ systems Ensuring real-time verifiability of the authenticity, validity and integrity of documents Significantly reduce the risk of fraud and error Significantly simplifying…

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