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Recital 14

Recital 14

(14)Under the coordinated approach for companies exercising their right under this Directive to adopt or modify an MVS structure with a view to seeking admission to trading on an MTF, Member States should provide for fair treatment of shareholders by introducing a restriction on the design of the MVS structures which sets a maximum ratio of the number of votes attached to MVSs to the number of votes attached to shares with the lowest voting rights. Alternatively, without prejudice to Directive (EU) 2017/1132, Member States should introduce a restriction for decisions by the general meeting subject to qualified majority of the votes cast, excluding decisions regarding appointment and dismissal of members of the administrative, management and supervisory bodies of the company as well as operational decisions to be taken by such bodies and that are submitted to the general meeting for approval by requiring that the qualified majority is calculated on the basis of the total number of votes cast and on either the share capital represented at the general meeting or the number of shares represented at the general meeting, or on the basis of the total number of votes cast and on votes cast in each class of shares affected by the decision. For the purposes of this Directive, a class of shares should be considered to be affected by a decision if that decision has a negative impact on the rights of shareholders in that specific class of shares.

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