The Austrian Supreme Court recently delivered a clear-cut ruling in case 6 Ob 60/26f: if you are a sanctioned shareholder, you are out of the AGM. Full stop.

What happened? A shareholder controlled by a sanctioned Russian individual was barred from attending and voting at the AGM of an Austrian Aktiengesellschaft in June 2022. The shareholder challenged three resolutions, arguing that the exclusion was unlawful.

The question: Can a sanctioned shareholder still vote,  at least on harmless agenda items?

Short answer: No. Following the CJEU’s ruling of 12 March 2026 in C-465/24 (SBK Art Limited), the OGH held that shares are “funds” under Art 1(g)(iii) of the EU Sanctions Regulation and that voting or attending an AGM amounts to a “use of funds” under Art 1(f). The freeze is categorical:  no agenda-item-by-agenda-item analysis, no exceptions.

One important caveat: The Austrian Supreme Court confirmed that the right to challenge AGM resolutions is not itself frozen. Sanctioned shareholders retain access to judicial review under Art 47 of the EU Charter and §§ 195 ff AktG.

The bigger picture: Austria is not operating in a vacuum here. The Austrian Supreme Court’s ruling directly follows the CJEU’s SBK Art Limited judgment, which in turn originated from a Dutch preliminary reference by the Hoge Raad. The Netherlands, like Austria, was grappling with whether the asset freeze extends to voting rights at all, and the CJEU has now answered that question uniformly for the entire EU. Practitioners across jurisdictions should expect national courts to fall in line: the categorical approach leaves little room for divergence. For companies with sanctioned shareholders on their registers – wherever they are in the EU – the practical message is the same: exclude from the AGM, document your basis thoroughly, and be prepared for a challenge.

If you have questions about how EU sanctions affect shareholder rights or corporate governance in your organisation, our team would be happy to hear from you – feel free to get in touch.

Author: Katrin Hanschitz