1. Where the laws of a Member State permit a company to acquire its own shares, either itself or through a person acting in his own name but on the company's behalf, they shall make the holding of these shares at all times subject to at least the following conditions:
(a) among the rights attaching to the shares, the right to vote attaching to the company's own shares shall in any event be suspended;
(b) if the shares are included among the assets shown in the balance sheet, a reserve of the same amount, unavailable for distribution, shall be included among the liabilities.
2. Where the laws of a Member State permit a company to acquire its own shares, either itself or through a person acting in his own name but on the company's behalf, they shall require the annual report to state at least:
(a) the reasons for acquisitions made during the financial year;
(b) the number and nominal value or, in the absence of a nominal value, the accountable par of the shares acquired and disposed