The De Listing proposal was something that our majority holder wanted and was a change of Company structure and simple majority was plainly unacceptable for any Company in this position. The regulators rightly decided that this should be a special resolution to avoid this situation (and I daresay some may have been shocked that those guidelines existed).
A vote on a deal where no one has a conflict of interest is a different matter and the rule of the jungle is "majority rules" There is no way the regulators could change the rules so that every shareholder has equal power as it is plainly obvious that larger holders have more power due to "one vote one value".
In the case of FMS, minority holders outside OCJ equate to approx 22%. Lets say only about 70% of those holding are active which equates to a bit over 15% of total shares. Obviously you could not legislate for 15% of any register (or even 20%) to have more power than another larger holder who doesn't have a conflict of interest
This is situation normal in all Companies and the truth is any holder's votes only have any power at all if they are with the numbers. Many Company resolutions are passed due to the size of the holdings held by large holders (often institutions)
(The 2 strike rule for the remuneration resolution is the one exception which gives minority holders some power to voice displeasure)
It is common for a percentage of holders to not even vote and it is not hard to see how OCJ together with a couple of others would be able to get 75% of the 44% eligible voters if that was required.
The key is no conflict of interest, so the vote (by large holder(s)) for a particular resolution should be based on what is considered in the best interest of their shareholding, which hopefully would also be best for all, however this is not always the case and unfortunately sometimes this may not align to what a particular individual may think!
Please note, I am not suggesting in any way that everyone should not be very vocal if a deal presented is not acceptable and also everyone should vote as that is the only way you can at least register your opinion.
