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Shareholder Rights Directive 2 (SRD II)

The new Shareholder Rights Directive 2 (SRD II) aims to strengthen investor rights and improve communication between listed companies and their shareholders.

What is this about?

The new Directive requires intermediaries to transmit shareholder information to listed companies established in the EU/EEA for the purpose of shareholder identification. Furthermore, this type of company has the right to provide its shareholders with information to facilitate the exercising of shareholders’ rights.  Although SRD II is a European directive, it also imposes obligations on financial intermediaries (such as banks) from third countries when they provide services related to equities for shareholders of listed companies. Swiss financial intermediaries are therefore also required to implement SRD II.

Brief explanation of the Directive

On May 17, 2017, the EU issued the Shareholder Rights Directive II (EU) 2017/828 (hereinafter referred to as SRD II or “Directive”). SRD II fundamentally supplements and revises the existing EU Directive 2007/36/EC and introduces changes for shareholders of listed companies domiciled in the EU or EEA (hereinafter referred to as “Company”).

The aim of SRD II is to improve the long-term participation of shareholders and to facilitate the exercising of shareholder rights and cross-border information. The measures implementing the new requirements also affect financial intermediaries domiciled outside the EU if they hold or manage equities from such companies for their clients. These regulations also apply to Vontobel and our clients, should the client hold such securities in the securities custody account.

An overview of the objectives of the Shareholder Rights Directive 2 (SRD II) 

Comparison of changes

The comparison of changes before the implementation of the SRD II


Common practice up to 9/2/2020

Company Information flow Clients, shareholders
  regulated and handled differently, depending on the country, company, and type of business  
Comparison of changes after the implementation of SRD II


As of 9/3/2020, after implementation of the SRD II

Company Information flow
(financial intermediary)
Clients, shareholders
  EU/EEA-wide unified basic regulation, with clearly defined, country-specific leeway  

Caption: The illustration shows schematically how SRD II changes the flow of information between a company and its shareholders.

Download the illustration above

Implementation deadline and applicability

Implementing Regulation (EU) 2018/1212 specifies the minimum requirements for identifying shareholders and facilitating the exercising of shareholder rights. Notwithstanding the deadline for implementing SRD II in national law, these requirements shall apply from September 3, 2020. The Implementing Regulation is directly applicable in each member state.

The regulatory requirements with regard to transparency and disclosure obligations for institutional investors, asset managers, and proxy advisers, as well as the requirements regarding the right of shareholders to be involved, have been in force since June 10, 2019.

Have you got questions?

As a Vontobel client, you are very welcome to contact your relationship manager.

FAQ – answered by our team


Part 1: Basic information on the Shareholder Rights Directive 2 (SRD II)

Part 2: Scope

Part 3: Shareholder identification disclosure

Part 4: General meetings / company events / proxy voting