Derogation from the requirement of approval by the general meeting of the acquiring company
Article 94
The laws of a Member State need not require approval of the merger by the general meeting of the acquiring company where the following conditions are fulfilled: (a) the publication provided for in Article 92 is effected, for the acquiring company, at least one month before the date fixed for the general meeting of the company or companies being acquired which is to decide on the draft terms of merger; (b) at least one month before the date specified in point (a), all shareholders of the acquiring company are entitled to inspect the documents specified in Article 97(1) at the registered office of the acquiring company; (c) one or more shareholders of the acquiring company holding a minimum percentage of the subscribed capital is entitled to require that a general meeting of the acquiring company be called to decide whether to approve the merger; this minimum percentage may not be fixed at more than 5 %. Member States may, however, provide for the exclusion of non-voting shares from this calculation. For the purposes of point (b) of the first paragraph, Article 97(2), (3) and (4) shall apply.