Transparency

1. Member States shall ensure that companies with an MVS structure whose shares are to be traded or are traded on an SME growth market after exercising their right under Article 3 include the information listed in paragraph 3 of this Article in the following documents:

the prospectus referred to in Article 6 of Regulation (EU) 2017/1129 of the European Parliament and of the Council ( 10 ) , the EU Growth issuance prospectus referred to in Article 15a of that Regulation, or the admission document referred to in Article 33(3), point (c), of Directive 2014/65/EU, whichever the company publishes; and

the annual financial report referred to in Article 78(2), point (g), of Commission Delegated Regulation (EU) 2017/565 ( 11 ) , in cases where there has been a change to the information referred to in paragraph 3 of this Article since that information was last published in the prospectus, the EU Growth issuance prospectus or the admission document referred to in point (a) of this paragraph or in the previous annual financial report.

2. Member States shall ensure that companies with MVS structures whose shares are to be traded or are traded on an MTF not registered as an SME growth market, after exercising their right under Article 3, include the information listed in paragraph 3 of this Article in the following documents:

the prospectus referred to in Article 6 of Regulation (EU) 2017/1129, the EU Growth issuance prospectus referred to in Article 15a of that Regulation, or any admission document required by national law or by the rules of the relevant MTF, in cases where the company publishes such a prospectus or document; and

any annual financial report required by national law, in cases where the information referred to in paragraph 3 has not previously been published, or has changed since that information was last published, in the prospectus, EU Growth issuance prospectus or admission document referred to in point (a) of this paragraph or in the previous annual financial report.

3. The information referred to in paragraphs 1 and 2 consists of detailed information on the following:

the share structure of the company, with an indication of the different classes of shares, including shares which are not admitted to trading, and, for each class of shares:

the rights and obligations attached to the shares in that class,

the percentage of the total share capital or of the total number of shares that the shares in that class represent, and

the total number of votes that the shares in that class represent;

any restrictions on the transfer of shares, including agreements between shareholders which are known to the company and that could result in such restrictions;

any restrictions on voting rights of shares, including agreements between shareholders which are known to the company and that could result in such restrictions;

the identity, if known to the company, of shareholders holding MVSs representing more than 5 % of the voting rights of all shares in the company, and of natural persons or legal entities entitled to exercise voting rights on behalf of those shareholders, where applicable.

For the purposes of point (d), where the shareholders or the persons entitled to exercise voting rights on their behalf are natural persons, the disclosure of their identity shall require only the provision of their names.

4. Member States shall require investment firms and market operators operating an MTF to ensure, by complying with the regulatory technical standards adopted in accordance with paragraph 5, that the shares of companies with MVS structures admitted to trading on that MTF are clearly identified as such by those investment firms and market operators. Member States shall also require those companies to inform, in accordance with those regulatory technical standards, the relevant investment firms and market operators about the existence of MVS structures.

5. The European Securities and Markets Authority (ESMA) shall develop draft regulatory technical standards to specify how the investment firms and market operators referred to in paragraph 4 shall identify shares of companies with MVS structures. Those draft regulatory technical standards shall also specify how those companies shall inform the relevant investment firms and market operators about the existence of those MVS structures. In developing those draft regulatory technical standards, which shall pursue the purpose of ensuring clear identification as referred to in paragraph 4, ESMA shall take into consideration established market standards and well-functioning practices for identifying companies with MVS structures.

ESMA shall submit those draft regulatory technical standards to the Commission by 5 December 2025.

Power is delegated to the Commission to supplement this Directive by adopting the regulatory technical standards referred to in this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

DIRECTIVE (EU) 2024/2810 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 23 October 2024 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility