CJEU: sanctioned shareholders cannot vote, no exceptions

On 12 March 2026, the Court of Justice of the European Union (CJEU) ruled in Case C-465/24 (SBK Art v Fortenova Group STAK Stichting and Open Pass Limited) that the EU sanctions asset freeze under Regulation (EU) No 269/2014 absolutely and unconditionally prevents a sanctioned person from attending a meeting of depositary receipt holders and from voting there. It makes no difference what is on the agenda, or how the sanctioned holder says it intends to vote. The ruling resolves questions referred by the Dutch Supreme Court (Hoge Raad) and gives companies, trustees and foundations administering depositary receipts (STAKs) a clear, if strict, answer.

Shares in Fortenova, the Croatian food, retail and agriculture group, are held through a Dutch foundation (STAK) that has issued depositary receipts to investors. SBK Art, an indirect subsidiary of sanctioned Russian bank Sberbank and itself sanctioned, held 41.82% of those receipts. In August 2022, the STAK's board announced that sanctioned holders could not vote. When a meeting was convened on proposed governance changes, SBK Art said it would attend and tried to vote against the proposal, both electronically and in person. Its representative was refused access to the meeting and the electronic voting system, on the basis that EU and US sanctions barred SBK Art from voting and that any vote it cast would be disregarded.

The dispute moved through several Dutch courts before reaching Luxembourg. The Amsterdam District Court initially granted SBK Art interim relief, ordering the STAK to admit it to meetings and recognise its votes. The Amsterdam Court of Appeal overturned that decision, finding the sanctions rules sufficiently likely to preclude SBK Art's participation. On further appeal, the Dutch Supreme Court found the wording of Regulation 269/2014 genuinely open to more than one reading and, in June 2024, referred the matter to the CJEU, asking in essence:

Whether the "freezing of funds" under Regulation (EU) No 269/2014 prevents a sanctioned person from participating in a meeting and exercising voting rights attached to depositary receipts; and Whether the answer depends on (i) the nature of the agenda items being voted on, or (ii) how the sanctioned holder intends to vote.

The CJEU's answer, on the merits, was unequivocal: no exceptions.

• Depositary receipts qualify as "funds" within the meaning of Article 1(g) of Regulation (EU) No 269/2014.
• Exercising the rights attached to those instruments, specifically the rights to attend and vote at meetings, amounts to a "use of funds" within the meaning of Article 1(f), because voting affects the company's functioning and the value of the underlying instruments, even if only indirectly.
• The asset freeze therefore prohibits a designated person (or an associated entity) from exercising those participation and voting rights "absolutely and unconditionally".

The Court rejected two narrower readings that would have made the prohibition conditional rather than absolute. It would not limit the prohibition to votes on agenda items directly affecting the frozen funds, since the effect of a vote on value is not always easy to assess in advance and such a test would be easy to circumvent. Nor would it turn on the sanctioned holder's stated voting intention, since voting is free and nobody can guarantee a holder will vote as announced.

On proportionality, the Court accepted that its ruling significantly interferes with the right to property under Article 17 of the Charter of Fundamental Rights, but found this justified given that restrictive measures are temporary and reversible and serve the objective of maintaining international peace and security. A sanctioned holder is not without recourse: Regulation 269/2014 provides for derogations, and a holder meeting the conditions for one may apply to the competent authority for release of its rights.

Practical takeaway
Although the case concerned depositary receipts, the Court's reasoning rests on classifying the underlying instrument as a "fund" and treating a vote as affecting its value. That logic applies equally to shares and other voting securities. Companies, trustees and STAKs should refuse admission and disregard votes of sanctioned persons, regardless of the agenda item or any assurance about voting intentions. A sanctioned holder has only one route to exercise those rights: an application to the competent authority for a licence. Interim relief from a civil court is not a substitute.