Safeguards
Article 4
1. Member States shall ensure that companies with an MVS structure whose shares are to be traded or are traded on an MTF after exercising their right under Article 3 have appropriate safeguards in place to provide for adequate protection of the interests of shareholders who do not hold MVSs. To that effect, Member States shall: (a) ensure that the decision of a company to modify an MVS structure in a way that affects the voting rights of shares is taken by the general meeting by at least a qualified majority as specified in national law, and ensure that such a decision shall be subject to a separate vote in each class of shares the rights of which are affected; (b) limit the impact of the MVSs on the decision-making process at the general meeting by introducing at least one of the following: (i) a maximum ratio of the number of votes attached to MVSs to the number of votes attached to shares with the lowest voting rights; (ii) a requirement that decisions by the general meeting subject to qualified majority of the votes cast as specified in national law, excluding decisions regarding the appointment and dismissal of members of the administrative, management and supervisory bodies of the company, and also excluding operational decisions to be taken by such bodies which are submitted to the general meeting for approval, are to be adopted by: (1) a qualified majority, as specified in national law, both of the votes cast and either of the share capital represented at the general meeting or of the number of shares represented at the general meeting; or (2) a qualified majority, as specified in national law, of the votes cast, and subject to a separate vote in each class of shares the rights of which are affected. 2. Member States may provide for further safeguards to ensure adequate protection of the interests of shareholders who do not hold MVSs. Such safeguards may include, in particular, provisions to prevent the enhanced voting rights attached to MVSs from continuing to exist after: (a) their transfer to third parties or upon the death, incapacitation or retirement of the original holder of those MVSs (transfer-based sunset clause); (b) a designated period of time (time-based sunset clause); (c) the occurrence of a specified event (event-based sunset clause).