Last month we reported that the Shareholders’ Rights Directive would become law on 3 August 2009. On 6 August 2009 the Irish implementing legislation, the Shareholders’ Rights (Directive 2007/36/EC) Regulations, were implemented. The Regulations apply to companies listed on the Main Market of the Irish Stock Exchange as well as to companies listed on another regulated market in the EU and having a registered office in Ireland. The Regulations apply in relation to meetings of which notice is given on or after 6 August 2009.

A more detailed note on the Regulations and their impact is also available. The note describes how the Regulations change the procedures for preparing for, convening and conduct of general meetings and how the articles of association of affected companies may need to be revised to implement the new provisions.

In summary, the principal changes brought about by the Regulations are as follows:

• A company must treat all shareholders equally with regard to the exercise of voting rights and participation in general meetings.
• The threshold for the level of shareholder support needed to require directors to call a general meeting has been reduced from 10% of voting rights to 5 %.
• The notice period to convene all general meetings is now at least 21 days. This may be reduced to 14 days for EGMs at which a special resolution is not proposed where the following conditions are met: (i) a resolution has been passed at the preceding AGM or a general meeting following that AGM to approve the 14 day notice period and (ii) all shareholders can participate in the EGM by electronic means.
• Notice of a meeting and certain information about the company and the meeting must be displayed on the company’s website at least 21 days in advance of the general meeting.
• Shareholders holding 3% of voting rights now have the right to put items on the agenda and to table resolutions for a general meeting provided that the company receives the request or draft resolution at least 42 days prior to the general meeting.
• A company must place the date of its next AGM on its website by the earlier of its previous financial year end date or 70 days prior to the date of the AGM.
• Shareholders now have the right to ask questions related to items on the agenda of a general meeting and, subject to certain detailed exceptions, have the right to have the company answer those questions.
• A company must now provide for appointment of proxies by electronic means.
• A company may provide for participation by electronic means of shareholders in a general meeting. This is obligatory where the 14-day notice period referred to above is being availed of.
• A company may now offer shareholders the facility of voting by correspondence in advance of a meeting when voting on a poll.
• Only shareholders on the register of members 48 hours in advance of the time of the general meeting, known as the ‘record date’, will be entitled to vote; shareholders remain free to sell or transfer shares from the record date up until the date of the general meeting.
• If requested by a shareholder, a company must provide a full account of the voting details in respect of each resolution at the general meeting and voting results must now be displayed on the company website within 15 days of the meeting.

For a copy of our detailed note referred to above or if you require any further information or advice regarding the Regulations please refer to our key contacts for this topic.