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Recital 17

Recital 17

(17)Amongst the information concerning a company’s share structure to be included in prospectuses, admission documents or annual financial reports, Member States should require companies to mention whether there is any limitation on the transferability of shares. Such information should also mention whether there is any restriction on voting rights, including limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby the financial rights attached to shares are separated from the holding of shares. Furthermore, 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 should disclose, to the extent known to the company, the identity of holders of MVSs representing more than 5 % of the voting rights of all shares in the company (‘large shareholders’) as well as of natural persons or legal entities entitled to exercise voting rights on behalf of large shareholders. That would allow investors, as members of the general public, to take informed decisions and thereby strengthen their confidence in well-functioning capital markets. Where a company’s controlling shareholders want to retain decision-making powers in the company while raising funds on a public market, information about, inter alia, the large shareholders is necessary to allow potential investors to take sound investment decisions. Where that disclosure relates to natural persons, the information regarding the identity should be limited to their name.

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