Tivoli successfully jump starts the new SRD II process for convening general meetings

The last elements of the amended Shareholder Rights Directive (SRD II) “went live” on 3 September 2020 and the Danish company Tivoli was the first to convene their annual general meeting via the new standardised ISO messaging solution – and bring the information directly to all end-investors. The first performance went very well. Below, Tivoli and VP share their initial experience with the new regulatory SRD II regime.

14.09.2020

On 3 September 2020, the SRD II rules relating to shareholders’ right to be informed about general meetings and other corporate events, as well as shareholders’ right to participate and vote, came into force.

From that date, issuers are required to transmit all relevant information about corporate events, including general meetings, to all end-investors, in order to ensure that the end-investors are proactively informed of company events. Going forward, end-investors will thus receive information about general meetings directly from their bank, instead of themselves having to check whether any general meeting announcements have been published.
Tivoli’s convening of its annual general meeting on 3 September marked the premiere of the new “regime”.

”We experienced that we had the opportunity to use 3 September to convene our annual general meeting and we decided that this would be an appropriate statement – and that it would be good to be the first company to convene a general meeting after the new rules came into force. At Tivoli, we appreciate the intentions behind SRD II and we have a long history of close relationships with our many shareholders. With SRD II, we gain better opportunities to get to know our shareholders and to reach out to all of them directly. From a practical perspective, the process was partly different for us compared to previous years. For example, we had to prepare the convening notice and proposals in English, in addition to the usual Danish version, for uploading to the VP platform used to forward the information to other intermediaries. In addition, the interaction between ourselves, our bank and VP was naturally also different, due to the changed processes. However, all of the parties involved were very keen for the premiere to succeed, and for Tivoli as a company everything went very well and without unnecessary hitches,” says Finn Tørngren Sørensen, head of communication at Tivoli.

Facts about SRD II and general meetings

  • Issuers are required to transmit all relevant information about corporate events, including general meetings, to all end-investors, to ensure that the end-investors are proactively informed of specific company events.
  • The issuer must send information about general meetings and other corporate events to its bank/issuing agent.
  • The issuing agent is responsible for uploading the information on the VP platform (the solution chosen in the Danish market) via a standardised ISO messaging format.
  • Via the VP platform, the information is transmitted to relevant intermediaries that are responsible for pushing the information to end-investors.
  • End-investors will receive the information in their e-Boks (Danish investors) or via their bank.
  • Issuers must send confirmation of receipt of votes to the shareholder, or the third party who cast the votes on behalf of the shareholder (via the investor portal or directly to the shareholder).
  • Issuers must send confirmation of the counting of the shareholders’ votes at the request of the shareholder.
”At VP, we were very happy to be the first CSD to try out the new common EU ISO messaging system for corporate events – and first of all, we are happy that the premiere went well. During the preparation of the announcement of Tivoli’s convening of its annual general meeting, there was close cooperation between Tivoli, Tivoli’s bank and VP to make everything run as smooth as possible this first time. Going forward, there will also be a need for close cooperation between the issuer and the issuer’s bank, due to the new requirements related to the information flows to all end-investors – and, as usual, also between the issuer and the shareholder registrar. We therefore recommend companies to be aware of the new framework when planning their next general meeting or announcing other corporate events, to adapt their internal processes in accordance with the new requirements, and to be in dialogue with their bank/issuing agent in due time before the corporate event takes place,” adds Flemming Merring, Head of Issuer Services at VP Securities.


VP has closely followed the implementation of SRD II and is responsible for the development and operation of some of the solutions supporting the new regulatory regime. We are ready to assist our customers in the new market environment, including by ensuring compliance with the new legislation.

Flemming Merring

Head of Issuer Services

+45 4358 8968
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We want to provide our customers with efficient, reliable and excellent investor services and at the same time, we take pride in finding solutions supporting legal and technical issues related to Issuance.

- Flemming Merring , Head of Issuer Services