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Directive (EU) 2025/1 of the European Parliament and of the Council of 27 November 2024 establishing a framework for the recovery and resolution of insurance and reinsurance undertakings and amending Directives 2002/47/EC, 2004/25/EC, 2007/36/EC, 2014/59/EU and (EU) 2017/1132 and Regulations (EU) No 1094/2010, (EU) No 648/2012, (EU) No 806/2014 and (EU) 2017/1129 (Text with EEA relevance) (Insurance Recovery and Resolution Directive IRRD)RecitalsTitle I Subject matter and scope, definitions and designation of resolution authorities (arts. 1-3)Article 1 Subject matter and scopeArticle 2 DefinitionsArticle 3 Designation of resolution authorities and competent ministriesTitle II Preparation (arts. 4-17)Chapter I Pre-emptive recovery planning and resolution planning (arts. 4-12)Section 1 General provisions (art. 4) Article 4 Simplified obligations for certain undertakingsSection 2 Pre-emptive recovery planning (arts. 5-8)Article 5 Pre-emptive recovery plansArticle 6 Review and assessment by supervisory authorities of pre-emptive recovery plansArticle 7 Group pre-emptive recovery plansArticle 8 Review and assessment by the group supervisor of group pre-emptive recovery plansSection 3 Resolution planning (arts. 9-12)Article 9 Resolution plansArticle 10 Group resolution plansArticle 11 Requirements and procedure for group resolution plansArticle 12 Information for the purposes of resolution plans and cooperation of the insurance or reinsurance undertakingChapter II Resolvability (arrts. 13-16)Article 13 Assessment of resolvabilityArticle 14 Assessment of resolvability for groupsArticle 15 Power to address or remove impediments to resolvabilityArticle 16 Power to address or remove impediments to resolvability: group treatmentChapter III Joint decisions (art. 17)Article 17 Joint decisionsTitle III Resolution (arts. 18-68)Chapter I Resolution objectives, conditions for resolution and general principles (arts. 18-22)Article 18 Resolution objectivesArticle 19 Conditions for resolutionArticle 20 Conditions for resolution with regard to parent undertakings and holding companiesArticle 21 Proceedings in respect of undertakings that are not subject to resolution actionArticle 22 General principles governing resolutionChapter II Valuation (arts. 23-25)Article 23 Valuation for the purposes of resolutionArticle 24 Requirements for valuationArticle 25 Provisional and definitive valuationsChapter III Resolution tools (arts. 26-41)Section 1 General principles (art. 26)Article 26 General principles on resolution toolsSection 2 The solvent run-off tool (art. 27)Article 27 The solvent run-off toolSection 3 The asset and liability separation tool, the sale-of-business tool and the bridge under taking tool (arts. 28-34)Article 28 Principles for the application of the asset and liability separation tool, the sale-of-business tool and the bridge undertaking toolArticle 29 Procedural requirements regarding sales of business, assets, rights or liabilities in resolutionArticle 30 The asset and liability separation toolArticle 31 The sale-of-business toolArticle 32 Bridge undertaking toolArticle 33 Operation of a bridge undertakingArticle 34 Transfer to insurance guarantee schemesSection 4 The write-down or conversion tool (arts. 35-41)Article 35 Objective and scope of the write-down or conversion toolArticle 36 Treatment of shareholders when applying the write-down or conversion toolArticle 37 Rate of conversion of debt to equityArticle 38 Additional provisions governing the write-down or conversion toolArticle 39 Effect of write-down or conversionArticle 40 Write-down or conversion of liabilities arising from derivativesArticle 41 Removal of procedural obstacles for write-down or conversionChapter IV Resolution powers (arts. 42-54)Article 42 General powersArticle 43 Ancillary powersArticle 44 Special managementArticle 45 Powers concerning the provision of operational services and facilitiesArticle 46 Power to enforce crisis management measures by other Member StatesArticle 47 Power in respect of assets, rights, liabilities, shares and other instruments of ownership located in or governed by the law of third countriesArticle 48 Exclusion of certain contractual termsArticle 49 Power to suspend certain obligationsArticle 50 Power to restrict the enforcement of security interestsArticle 51 Power to temporarily suspend termination rightsArticle 52 Contractual recognition of resolution stay powersArticle 53 Power to temporarily suspend redemption rightsArticle 54 Exercise of the resolution powersChapter V Safeguards (arts. 55-62)Article 55 Treatment of shareholders, policy holders, beneficiaries, claimants and other creditors in the case of partial transfers and application of the write-down or conversion toolArticle 56 Valuation of difference in treatmentArticle 57 Safeguard for shareholders, policy holders, beneficiaries, claimants or other creditorsArticle 58 Safeguard for counterparties in partial transfersArticle 59 Protection for title transfer financial collateral arrangements, set-off arrangements, netting arrangements and reinsurance agreementsArticle 60 Protection for security arrangementsArticle 61 Protection for structured finance arrangements and other ring-fenced portfoliosArticle 62 Partial transfers: protection of trading, clearing and settlement systemsChapter VI Procedural obligations (arts. 63-66)Article 63 Notification requirementsArticle 64 Decision of the resolution authorityArticle 65 Procedural obligations of resolution authoritiesArticle 66 ConfidentialityChapter VII Right of appeal and exclusion of other actions (arts. 67-68)Article 67 Ex ante judicial approval and rights to challenge decisionsArticle 68 Restrictions on other proceedingsTitle IV Cross-border group resolution (arts. 69-74)Article 69 General principles regarding decision-making involving more than one Member StateArticle 70 Resolution collegesArticle 71 European resolution collegesArticle 72 Information exchangeArticle 73 Group resolution involving a subsidiary undertaking of the groupArticle 74 Group resolution involving an ultimate parent undertakingTitle V Relations with third countries (arts. 75-81)Article 75 Agreements with third countriesArticle 76 Recognition and enforcement of third-country resolution proceedingsArticle 77 Right to refuse recognition or enforcement of third-country resolution proceedingsArticle 78 Resolution of Union branches of third-country undertakingsArticle 79 Cooperation with third-country authoritiesArticle 80 Exchange of confidential informationArticle 81 Financing arrangementsTitle VI Penalties (arts. 82-86)Article 82 Administrative penalties and other administrative measuresArticle 83 Specific provisions on administrative penalties and other administrative measuresArticle 84 Publication of administrative penalties and other administrative measuresArticle 85 Maintenance of central database by EIOPAArticle 86 Effective application of penalties and exercise of powers to impose penalties by supervisory authorities and resolution authoritiesTitle VII Amendments to Directives 2002/47/EC, 2004/25/EC, 2007/36/EC, 2014/59/EU, (EU) 2017/1132 and to Regulations (EU) No 1094/2010, (EU) No 648/2012, (EU) No 806/2014 and (EU) 2017/1129 (arts. 87-95)Article 87 Amendments to Directive 2002/47/ECArticle 88 Amendment to Directive 2004/25/ECArticle 89 Amendments to Directive 2007/36/ECArticle 90 Amendments to Directive 2014/59/EUArticle 91 Amendment to Directive (EU) 2017/1132Article 92 Amendment to Regulation (EU) No 1094/2010Article 93 Amendment to Regulation (EU) No 648/2012Article 94 Amendment to Regulation (EU) No 806/2014Article 95 Amendment to Regulation (EU) 2017/1129Title VIII Final provisions (arts. 96-102)Article 96 EIOPA Resolution CommitteeArticle 97 Cooperation with EIOPAArticle 98 Insurance guarantee schemesArticle 99 ReviewArticle 100 TranspositionArticle 101 Entry into force and applicationArticle 102 AddresseesAnnex - Resolvability dimensionsDone at
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AI Summary of Article 37 Rate of conversion of debt to equity

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Version status: Entered into force | Document consolidation status: No known changes
Version date: 28 January 2025 - onwards
Version 2 of 2

Article 37 Rate of conversion of debt to equity

Member States shall ensure that, when resolution authorities apply the write-down or conversion tool and exercise the power specified in Article 42(1), point (h), they may apply a different conversion rate to different classes of capital instruments and liabilities in accordance with one or both of the following principles:

(a) the conversion rate represents appropriate compensation to the affected creditor for any loss incurred by virtue of the exercise of the write-down or conversion powers;

(b) the conversion rate applicable to liabilities that are considered to be senior under applicable insolvency law is higher than the conversion rate applicable to subordinated liabilities.

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