Companies Act 2014

F419 [ Facilitation of exercise of shareholder rights

1110D

1110D. (1) Where an intermediary provides services to a shareholder in relation to shares, the intermediary shall facilitate the exercise of the shareholder s rights by

( a ) making the necessary arrangements for the shareholder to exercise the rights attaching to the shareholder s shares, or

( b ) exercising the rights attaching to the shareholder s shares upon the explicit authorisation and instruction of the shareholder, and for the shareholder s benefit.

(2) When votes in a general meeting of a traded PLC are cast electronically, the traded PLC shall send, as soon as practicable, to each person who has cast such a vote, an electronic confirmation of receipt of the vote.

(3) ( a ) Subject to paragraph (b) , where a shareholder s vote has been validly recorded and counted at a general meeting of a traded PLC, the traded PLC shall, upon request by the shareholder, provide the shareholder with a confirmation that the vote has been validly recorded and counted.

( b ) Paragraph (a) shall not apply where information on whether or not a vote cast at a general meeting has been validly recorded and counted by the traded PLC is otherwise available to the person casting the vote or to the person on whose behalf the vote was cast, as the case may be.

(4) Subject to subsection (5) , where an intermediary receives a confirmation under subsection (2) or (3) , the intermediary shall, as soon as practicable, transmit the confirmation to the shareholder to whom the confirmation relates.

(5) ( a ) Subject to paragraph (b) , an intermediary (in this subsection referred to as a relevant intermediary ) who is provided with a confirmation under subsection (2) or (3) (in this subsection referred to as the relevant confirmation ), shall, as soon as practicable, transmit the relevant confirmation to the shareholder to whom it relates.

( b ) Where

(i) it is not possible for the relevant intermediary to transmit the relevant confirmation directly to the shareholder to whom it relates, and

(ii) the relevant intermediary is part of a chain of intermediaries,

the relevant intermediary shall, as soon as practicable, transmit the relevant confirmation to each other intermediary in the chain of intermediaries known to the relevant intermediary as being part of the chain.

( c ) An intermediary to whom a relevant confirmation is transmitted under paragraph (b) and who can transmit the relevant confirmation directly to the shareholder to whom it relates shall, as soon as practicable, transmit the relevant confirmation directly to that shareholder.

(6) A shareholder in a traded PLC may nominate a third party to exercise rights, make requests, receive confirmations and carry out any other functions under this section on the shareholder s behalf, and, accordingly, references in this section to shareholder shall be construed as including any such third party.

(7) This section shall come into operation on 3 September 2020. ]

Annotations

Amendments:

F419

Inserted (3.09.2020) by European Union (Shareholders’ Rights) Regulations 2020 (S.I. No. 81 of 2020), reg. 7, in effect as per reg. 1(3), section commenced as per subs. (7).