SRDII: Companies Act amended

UniCredit Bank Slovenija d.d.
Adoption of the changes to the Companies Act (ZGD-1K)
Wed, 10/02/2021

Changes to the “Companies Act” (ZGD-1K) were published in the Official Gazette nr. 18 on 9 February 2021 and will be effective from 24 February 2021. The amendment is aimed at transposing the provisions of the Shareholders Rights Directive II into the Slovenian legislation.

The main amendments to the “Companies Act”, which will impact our international clients are:

    • Shareholder identification:  Disclosure of final beneficial owners on fiduciary securities accounts.
    • Change of registration of the participation at General Meetings (GM): simplification of the proxy voting process.
    • New definition of record date to participate at the General Meeting:  the right to participate and vote at the GM is granted only to those shareholders who are entered in the CSD’s books at the end of the seventh day before the GM . Previously it was at the end of the fourth day.
    • Disclosure of the final beneficial owner on the fiduciary securities accounts in case of GM attendance : In case of fiduciary accounts, the final beneficial owners may exercise their voting rights by providing evidence of their status of final owners of the securities on the record date. Intermediary is obliged to provide this proof to the final beneficial owner.
    • Penalties for non-disclosure of shareholders.

Other changes are:

    • transparency of institutional investors, asset managers and voting advisors,
    • remuneration policy of directors,
    • transparency and approval of related party transactions,
    • new restrictions on creating/establishing legal entities in order to prevent abuses in starting-up new business.

Provisions related to shareholders identification and the changes in the registration  of the participation at GM’s are applicable 6 months after the adoption of this Act.

Impact on investors: Clients should take note of the impacts of the changes of the “Company Act” in relation to the SRDII.