This document is meant purely as documentation tool and the institutions do not assume any liability for its contents
"BCOUNCIL DIRECTIVE 93/22/EEC
of 10 May 1993
on investment services in the securities field
(OJ L 141, 11.6.1993, p. 27)
Amended by:
Official Journal
No page date
"M1 European Parliament and Council Directive 95/26/EC of 29 June
1995 L 168 7 18.7.1995
"M2 Directive 97/9/EC of the European Parliament and of the Council
of 3 March 1997 L 84 22 26.3.1997
"M3 Directive 2000/64/EC of the European Parliament and of the
Council of 7 November 2000 L 290 27 17.11.2000
Corrected by:
"C1 Corrigendum, OJ L 170, 13.7.1993, p. 32 (93/22/EEC)
"C2 Corrigendum, OJ L 194, 3.8.1993, p. 27 (93/22/EEC)1993L0022 — EN — 17.11.2000 — 003.001 — 1
COUNCIL DIRECTIVE 93/22/EEC
of 10 May 1993
on investment services in the securities field
THE COUNCIL OF THE EUROPEAN COMMUNITIES,
Having regard to the Treaty establishing the European Economic
Community, and in particular Article 57 (2) thereof,
Having regard to the proposal from the Commission (1),
In cooperation with the European Parliament (2),
Having regard to the opinion of the Economic and Social Committee (3),
Whereas this Directive constitutes an instrument essential to the
achievement of the internal market, a course determined by the Single
European Act and set out in timetable form in the Commission’ s White
Paper, from the point of view both of the right of establishment and of
the freedom to provide financial services, in the field of investment
firms;
Whereas firms that provide the investment services covered by this
Directive must be subject to authorization by their home Member States
in order to protect investors and the stability of the financial system;
Whereas the approach adopted is to effect only the essential harmon-
ization necessary and sufficient to secure the mutual recognition of
authorization and of prudential supervision systems, making possible the
grant of a single authorization valid throughout the Community and the
application of the principle of home Member State supervision; whereas,
by virtue of mutual recognition, investment firms authorized in their
home Member States may carry on any or all of the services covered by
this Directive for which they have received authorization throughout the
Community by establishing branches or under the freedom to provide
services;
Whereas the principles of mutual recognition and of home Member State
supervision require that the Member States’ competent authorities should
not grant or should withdraw authorization where factors such as the
content of programmes of operations, the geographical distribution or the
activities actually carried on indicate clearly that an investment firm has
opted for the legal system of one Member State for the purpose of
evading the stricter standards in force in another Member State within the
territory of which it intends to carry on or does carry on the greater part
of its activities; whereas, for the purposes of this Directive, an
investment firm which is a legal person must be authorized in the
Member State in which it has its registered office; whereas an investment
firm which is not a legal person must be authorized in the Member State
in which it has its head office; whereas, in addition, Member States must
require that an investment firm’ s head office must always be situated in
its home Member State and that it actually operates there;
Whereas it is necessary, for the protection of investors, to guarantee the
internal supervision of every firm, either by means of two-man
management or, where that is not required by this Directive, by other
mechanisms that ensure an equivalent result;
Whereas in order to guarantee fair competition, it must be ensured that
investment firms that are not credit institutions have the same freedom to
create branches and provide services across frontiers as is provided for by
the Second Council Directive (89/646/EEC) of 15 December 1989 on the
coordination of laws, regulations and administrative provisions relating
to the taking up and pursuit of the business of credit institutions (4);!B
(1) OJ No C 43, 22. 2. 1989, p. 7; and OJ No C 42, 22. 2. 1990, p. 7.
(2) OJ No C 304, 4. 12. 1989, p. 39; and OJ No C 115, 26. 4. 1993.
(3) OJ No C 298, 27. 11. 1989, p. 6.
(4) OJ No L 386, 30. 12. 1989, p. 1. Directive as last amended by Directive
92/30/EEC (OJ No L 110, 28. 4. 1992, p. 52).1993L0022 — EN — 17.11.2000 — 003.001 — 2
Whereas an investment firm should not be able to invoke this Directive
in order to carry out spot or forward exchange transactions other than as
services connected with the provision or investment services; whereas,
therefore, the use of a branch solely for such foreign-exchange
transactions would constitute misuse of the machinery of this Directive;
Whereas an investment firm authorized in its home Member State may
carry on business throughout the Community by whatever means it
deems appropriate; whereas, to that end it may, if it deems it necessary,
retain tied agents to receive and transmit orders for its account and under
its full and unconditional responsibility; whereas, in these circumstances,
such agents’ business must be regarded as that of the firm; whereas,
moreover, this Directive does not prevent a home Member State from
making the status of such agents subject to special requirements;
whereas should the investment firm carry on cross-border business, the
host Member State must treat those agents as being the firm itself;
whereas, moreover, the door-to-door selling of transferable securities
should not be covered by this Directive and the regulation thereof should
remain a matter for national provisions;
Whereas ‘transferable securities’ means those classes of securities which
are normally dealt in on the capital market, such as government
securities, shares in companies, negotiable securities giving the right to
acquire shares by subscription or exchange, depositary receipts, bonds
issued as part of a series, index warrants and securities giving the right to
acquire such bonds by subscription;
Whereas ‘money-market instruments’ means those classes of instruments
which are normally dealt in on the money market such as treasury bills,
certificates of deposit and commercial paper;
Whereas the very wide definitions of transferable securities and
money-market instruments included in this Directive are valid only for
this Directive and consequently in no way affect the various definitions
of financial instruments used in national legislation for other purposes
such as taxation; whereas, furthermore, the definition of transferable
securities covers negotiable instruments only; whereas, consequently,
shares and other securities equivalent to shares issued by bodies such as
building societies and industrial and provident societies, ownership of
which cannot in practice be transferred except by the issuing body’ s
buying them back, are not covered by this definition;
Whereas ‘instrument equivalent to a financial-futures contract’ means a
contract which is settled by a payment in cash calculated by reference to
fluctuations in interest or exchange rates, the value of any instrument
listed in Section B of the Annex or an index of any such instruments;
Whereas, for the purposes of this Directive, the business of the reception
and transmission of orders also includes bringing together two or more
investors thereby bringing about a transaction between those investors;
Whereas no provision in this Directive affects the Community provisions
or, failing such, the national provisions regulating public offers of the
instruments covered by this Directive; whereas the same applies to the
marketing and distribution of such instruments;
Whereas Member States retain full responsibility for implementing their
own monetary-policy measures, without prejudice to the measures
necessary to strengthen the European Monetary System;
Whereas it is necessary to exclude insurance undertakings the activities
of which are subject to appropriate monitoring by the competent
prudential-supervision authorities and which are coordinated at Com-
munity level and undertakings carrying out reinsurance and retrocession
activities;
Whereas undertakings which do not provide services for third parties but
the business of which consists in providing investment services solely for
their parent undertakings, for their subsidiaries, or for other subsidiaries
of their parent undertakings should not be covered by this Directive;!B1993L0022 — EN — 17.11.2000 — 003.001 — 3
Whereas the purpose of this Directive is to cover undertakings the
normal business of which is to provide third parties with investment
services on a professional basis; whereas its scope should not therefore
cover any person with a different professional activity (e.g. a barrister or
solicitor) who provides investment services only on an incidental basis in
the course of that other professional activity, provided that that activity is
regulated and the relevant rules do not prohibit the provision, on an
incidental basis, of investment services; whereas it is also necessary for
the same reason to exclude from the scope of this Directive persons who
provide investment services only for producers or users of commodities
to the extent necessary for transactions in such products where such
transactions constitute their main business;
Whereas firms which provide investment services consisting exclusively
in the administration of employee-participation schemes and which
therefore do not provide investment services for third parties should not
be covered by this Directive;
Whereas it is necessary to exclude from the scope of this Directive
central banks and other bodies performing similar functions as well as
public bodies charged with or intervening in the management of the
public debt, which concept covers the investment thereof; whereas, in
particular, this exclusion does not cover bodies that are partly or wholly
State-owned the role of which is commercial or linked to the acquisition
of holdings;
Whereas it is necessary to exclude from the scope of this Directive any
firms or persons whose business consists only of receiving and
transmitting orders to certain counterparties and who do not hold funds
or securities belonging to their clients; whereas, therefore, they will not
enjoy the right of establishment and freedom to provide services under
the conditions laid down in this Directive, being subject, when they wish
to operate in another Member State, to the relevant provisions adopted by
that State;
Whereas it is necessary to exclude from the scope of this Directive
collective investment undertakings whether or not coordinated at
Community level, and the depositaries or managers of such undertak-
ings, since they are subject to specific rules directly adapted to their
activities;
Whereas, where associations created by a Member State’s pension funds
to permit the management of their assets confine themselves to such
management and do not provide investment services for third parties, and
where the pension funds are themselves subject to the control of the
authorities charged with monitoring insurance undertakings, it does not
appear to be necessary to subject such associations to the conditions for
taking up business and for operation imposed by this Directive;
Whereas this Directive should not apply to ‘agenti di cambio’ as defined
by Italian law since they belong to a category the authorization of which
is not to be renewed, their activities are confined to the national territory
and they do not give rise to a risk of the distortion of competition;
Whereas the rights conferred on investment firms by this Directive are
without prejudice to the right of Member States, central banks and other
national bodies performing similar functions to choose their counter-
parties on the basis of objective, non-discriminatory criteria;
Whereas responsibility for supervising the financial soundness of an
investment firm will rest with the competent authorities of its home
Member State pursuant to Council Directive 93/6/EEC of 15 March 1993
on the capital adequacy of investment firms and credit institutions (1),
which coordinates the rules applicable to market risk;
Whereas a home Member State may, as a general rule, establish rules
stricter than those laid down in this Directive, in particular as regards
authorization conditions, prudential requirements and the rules of
reporting and transparency;!B
(1) See page 1 of this Official Journal.1993L0022 — EN — 17.11.2000 — 003.001 — 4
Whereas the carrying on of activities not covered by this Directive is
governed by the general provisions of the Treaty on the right of
establishment and the freedom to provide services;
Whereas in order to protect investors an investor’ s ownership and other
similar rights in respect of securities and his rights in respect of funds
entrusted to a firm should in particular be protected by being kept
distinct from those of the firm; whereas this principle does not, however,
prevent a firm from doing business in its name but on behalf of the
investor, where that is required by the very nature of the transaction and
the investor is in agreement, for example stock lending;
Whereas the procedures for the authorization of branches of investment
firms authorized in third countries will continue to apply to such firms;
whereas those branches will not enjoy the freedom to provide services
under the second paragraph of Article 59 of the Treaty or the right of
establishment in Member States other than those in which they are
established; whereas, however, requests for the authorization of
subsidiaries or of the acquisition of holdings by undertakings governed
by the laws of third countries are subject to a procedure intended to
ensure that Community investment firms receive reciprocal treatment in
the third countries in question;
Whereas the authorizations granted to investment firms by the competent
national authorities pursuant to this Directive will have Community-
wide, and no longer merely nationwide application, and existing
reciprocity clauses will henceforth have no effect; whereas a flexible
procedure is therefore needed to make it possible to assess reciprocity on
a Community basis; whereas the aim of this procedure is not to close the
Community’ s financial markets but rather, as the Community intends to
keep its financial markets open to the rest of the world, to improve the
liberalization of the global financial markets in third countries; whereas,
to that end, this Directive provides for procedures for negotiating with
third countries and, as a last resort, for the possibility of taking measures
involving the suspension of new applications for authorization and the
restriction of new authorizations;
Whereas one of the objectives of this Directive is to protect investors;
whereas it is therefore appropriate to take account of the different
requirements for protection of various categories of investors and of their
levels of professional expertise;
Whereas the Member States must ensure that there are no obstacles to
prevent activities that receive mutual recognition from being carried on
in the same manner as in the home Member State, as long as they do not
conflict with laws and regulations protecting the general good in force in
the host Member State;
Whereas a Member State may not limit the right of investors habitually
resident or established in that Member State to avail themselves of any
investment service provided by an investment firm covered by this
Directive situated outside that Member State and acting outwith that
Member State;
Whereas in certain Member States clearing and settlement functions may
be performed by bodies separate from the markets on which transactions
are effected; whereas, accordingly, any reference in this Directive to
access to and membership of regulated markets should be read as
including references to access to and membership of bodies performing
clearing and settlement functions for regulated markets;
Whereas each Member State must ensure that within its territory,
treatment of all investment firms authorized in any Member State and
likewise all financial instruments listed on the Member States’ regulated
markets is non-discriminatory; whereas investment firms must all have
the same opportunities of joining or having access to regulated markets;
whereas, regardless of the manner in which transactions are at present
organized in the Member States, it is therefore important, subject to the
conditions imposed by this Directive, to abolish the technical and legal
restrictions on access to the regulated markets within the framework of
this Directive;!B1993L0022 — EN — 17.11.2000 — 003.001 — 5
Whereas some Member States authorize credit institutions to become
members of their regulated markets only indirectly, by setting up
specialized subsidiaries; whereas the opportunity which this Directive
gives credit institutions of becoming members of regulated markets
directly without having to set up specialized subsidiaries constitutes a
significant reform for those Member States and all its consequences
should be reassessed in the light of the development of the financial
markets; whereas, in view of those factors, the report which the
Commission will submit to the Council on this matter no later than 31
December 1998 will have to take account of all the factors necessary for
the Council to be able to reassess the consequences for those Member
States, and in particular the danger of conflicts of interest and the level of
protection afforded to investors;
Whereas it is of the greatest importance that the harmonization of
compensation systems be brought into effect on the same date as this
Directive; whereas, moreover, until the date on which a Directive
harmonizing compensation systems is brought into effect, host Member
States will be able to impose application of their compensation systems
on investment firms including credit institutions authorized by other
Member States, where the home Member States have no compensation
systems or where their systems do not offer equivalent levels of
protection;
Whereas the structure of regulated markets must continue to be governed
by national law, without thereby forming an obstacle to the liberalization
of access to the regulated markets of host Member States for investment
firms authorized to provide the services concerned in their home
Member States; whereas, pursuant to that principle, the law of the
Federal Republic of Germany and the law of the Netherlands govern the
activities Kursmakler andhoekmannen respectively so as to ensure that
they do not exercise their functions in parallel with other functions;
whereas it should be noted that Kursmakler andhoekmannen may not
provide services in other Member States; whereas no one, whatever his
home Member State, may claim to act as a Kursmakler or a hoekman
without being subject to the same rules on incompatibility as result from
the status of Kursmakler orhoekman ;
Whereas it should be noted that this Directive cannot affect the measures
taken pursuant to Council Directive 79/279/EEC of 5 March 1979
coordinating the conditions for the admission of securities to official
stock-exchange listing (1);
Whereas the stability and sound operation of the financial system and the
protection of investors presuppose that a host Member State has the right
and responsibility both to prevent and to penalize any action within its
territory by investment firms contrary to the rules of conduct and other
legal or regulatory provisions it has adopted in the interest of the general
good and to take action in emergencies; whereas, moreover, the
competent authorities of the host Member State must, in discharging
their responsibilities, be able to count on the closest cooperation with the
competent authorities of the home Member State, particularly as regards
business carried on under the freedom to provide services; whereas the
competent authorities of the home Member State are entitled to be
informed by the competent authorities of the host Member State of any
measures involving penalties on an investment firm or restrictions on its
activities which the latter have taken vis-à-vis the investment firms which
the former have authorized so as to be able to perform their function of
prudential supervision efficiently; whereas to that end cooperation
between the competent authorities of home and host Member States must
be ensured;
Whereas, with the two-fold aim of protecting investors and ensuring the
smooth operation of the markets in transferable securities, it is necessary
to ensure that transparency of transactions is achieved and that the rules
laid down for that purpose in this Directive for regulated markets apply
both to investment firms and to credit institutions when they operate on
the market;!B
(1) OJ No L 66, 16. 3. 1979, p. 21. Directive last amended by the Act of
Accession of Spain and Portugal.1993L0022 — EN — 17.11.2000 — 003.001 — 6
Whereas examination of the problems arising in the areas covered by the
Council Directives on investment services and securities, as regards both
the application of existing measures and the possibility of closer
coordination in the future, requires cooperation between national
authorities and the Commission within a committee; whereas the
establishment of such a committee does not rule out other forms of
cooperation between supervisory authorities in this field;
Whereas technical amendments to the detailed rules laid down in this
Directive may from time to time be necessary to take account of new
developments in the investment-services sector; whereas the Commis-
sion will make such amendments as are necessary, after referring the
matter to the committee to be set up in the securities-markets field,
HAS ADOPTED THIS DIRECTIVE:
TITLE I
Definitions and scope
Article 1
For the purposes of this Directive:
1. investment service shall mean any of the services listed in Section
A of the Annex relating to any of the instruments listed in Section
B of the Annex that are provided for a third party;
2. investment firm shall mean any legal person the regular occupation
or business of which is the provision of investment services for
third parties on a professional basis.
For the purposes of this Directive, Member States may include as
investment firms undertakings which are not legal persons if:
— their legal status ensures a level of protection for third parties’
interests equivalent to that afforded by legal persons, and
— they are subject to equivalent prudential supervision appro-
priate to their legal form.
However, where such natural persons provide services involving the
holding of third parties’ funds or transferable securities, they may
be considered as investment firms for the purposes of this Directive
only if, without prejudice to the other requirements imposed in this
Directive and in Directive 93/6/EEC, they comply with the
following conditions:
— the ownership rights of third parties in instruments and funds
belonging to them must be safeguarded, especially in the
event of the insolvency of a firm or of its proprietors, seizure,
set-off or any other action by creditors of the firm or of its
proprietors,
— an investment firm must be subject to rules designed to
monitor the firm’ s solvency and that of its proprietors,
— an investment firm’ s annual accounts must be audited by one
or more persons empowered, under national law, to audit
accounts,
— where a firm has only one proprietor, he must make provision
for the protection of investors in the event of the firm’ s
cessation of business following his death, his incapacity or
any other such event.
No later than 31 December 1997 the Commission shall report
on the application of the second and third subparagraphs of
this point and, if appropriate, propose their amendment or
deletion.!B1993L0022 — EN — 17.11.2000 — 003.001 — 7
Where a person provides one of the services referred to in
Section A (1) (a) of the Annex and where that activity is
carried on solely for the account of and under the full and
unconditional responsibility of an investment firm, that
activity shall be regarded as the activity not of that person
but of the investment firm itself;
3. credit institution shall mean a credit institution as defined in the
first indent of Article 1 of Directive 77/780/EEC (1) with the
exception of the institutions referred to in Article 2 (2) thereof;
4. transferable securities shall mean:
— shares in companies and other securities equivalent to shares
in companies,
— bonds and other forms of securitized debt
which are negotiable on the capital market and
— any other securities normally dealt in giving the right to
acquire any such transferable securities by subscription or
exchange or giving rise to a cash settlement
excluding instruments of payment;
5. money-market instruments shall mean those classes of instruments
which are normally dealt in on the money market;
6. home Member State shall mean:
(a) where the investment firm is a natural person, the Member
State in which his head office is situated;
(b) where the investment firm is a legal person, the Member State
in which its registered office is situated or, if under its
national law it has no registered office, the Member State in
which its head office is situated;
(c) in the case of a market, the Member State in which the
registered office of the body which provides trading facilities
is situated or, if under its national law it has no registered
office, the Member State in which that body’ s head office is
situated;
7. host Member State shall mean the Member State in which an
investment firm has a branch or provides services;
8. branch shall mean a place of business which is a part of an
investment firm, which has no legal personality and which provides
investment services for which the investment firm has been
autorized; all the places of business set up in the same Member
State by an investment firm with headquarters in another Member
State shall be regarded as a single branch;
9. competent authorities shall mean the authorities which each
Member State designates under Article 22;
10. qualifying holding shall mean any direct or indirect holding in an
investment firm which represents 10 % or more of the capital or of
the voting rights or which makes it possible to exercise a significant
influence over the management of the investment firm in which
that holding subsists.
For the purposes of this definition, in the context of Articles 4 and
9 and of the other levels of holding referred to in Article 9, the
voting rights referred to in Article 7 of Directive 88/627/EEC (2)
shall be taken into account;!B
(1) OJ No L 322, 17. 12. 1977, p. 30. Directive last amended by Directive
89/646/EEC (OJ No L 386, 30. 12. 1989, p. 1).
(2) OJ No L 348, 17. 12. 1988, p. 62.1993L0022 — EN — 17.11.2000 — 003.001 — 8
11. parent undertaking shall mean a parent undertaking as defined in
Articles 1 and 2 of Directive 83/349/EEC (1);
12. subsidiary shall mean a subsidiary undertaking as defined in
Articles 1 and 2 of Directive 83/349/EEC; any subsidiary of a
subsidiary undertaking shall also be regarded as a subsidiary of the
parent undertaking which is the ultimate parent of those undertak-
ings;
13. regulated market shall mean a market for the instruments listed in
Section B of the Annex which:
— appears on the list provided for in Article 16 drawn up by the
Member State which is the home Member State as defined in
Article 1 (6) (c),
— functions regularly,— is characterized by the fact that regulations issued or approved
by the competent authorities define the conditions for the
operation of the market, the conditions for access to the
market and, where Directive 79/279/EEC is applicable, the
conditions governing admission to listing imposed in that
Directive and, where that Directive is not applicable, the
conditions that must be satisfied by a financial instrument
before it can effectively be dealt in on the market,
— requires compliance with all the reporting and transparency
requirements laid down pursuant to Articles 20 and 21;
14. control shall mean control as defined in Article 1 of Directive
83/349/EEC;
15. close links shall mean a situation in which two or more natural or
legal persons are linked by:
(a) participation , which shall mean the ownership, direct or by
way of control, of 20 % or more of the voting rights or capital
of an undertaking or
(b) control , which shall mean the relationship between a parent
undertaking and a subsidiary, in all the cases referred to in
Article 1 (1) and (2) of Directive 83/349/EEC (
2), or a similar
relationship between any natural or legal person and an
undertaking; any subsidiary undertaking of a subsidiary
undertaking shall also be considered a subsidiary of the parent
undertaking which is at the head of those undertakings.
A situation in which two or more natural or legal persons are
permanently linked to one and the same person by a control
relationship shall also be regarded as constituting a close link
between such persons.
Article 2
1. This Directive shall apply to all investment firms. Only paragraph 4
of this Article and Articles 8 (2), 10, 11, 12, first paragraph, 14 (3) and
(4), 15, 19 and 20, however, shall apply to credit institutions the
authorization of which, under Directives 77/780/EEC and 89/646/EEC,
covers one or more of the investment services listed in Section A of the
Annex to this Directive.!B
!M1
!B1993L0022 — EN — 17.11.2000 — 003.001 — 9
2. This Directive shall not apply to:
(a) insurance undertakings as defined in Article 1 of Directive
73/239/EEC (1) or Article 1 of Directive 79/267/EEC (2)o r
undertakings carrying on the reinsurance and retrocession activities
referred to in Directive 64/225/EEC (3);
(b) firms which provide investment services exclusively for their
parent undertakings, for their subsidiaries or for other subsidiaries
of their parent undertakings;
(c) persons providing an investment service where that service is
provided in an incidental manner in the course of a professional
activity and that activity is regulated by legal or regulatory
provisions or a code of ethics governing the profession which do
not exclude the provision of that service;
(d) firms that provide investment services consisting exclusively in the
administration of employee-participation schemes;
(e) firms that provide investment services that consist in providing
both the services referred to in (b) and those referred to in (d);
(f) the central banks of Member States and other national bodies
performing similar functions and other public bodies charged with
or intervening in the management of the public debt;
(g) firms
— which may not hold clients’ funds or securities and which for
that reason may not at any time place themselves in debit with
their clients, and
— which may not provide any investment service except the
reception and transmission of orders in transferable securities
and units in collective investment undertakings, and
— which in the course of providing that service may transmit
orders only to
(i) investment firms authorized in accordance with this
Directive;
(ii) credit institutions authorized in accordance with Direc-
tives 77/780/EEC and 89/646/EEC;
(iii) branches of investment firms or of credit institutions
which are authorized in a third country and which are
subject to and comply with prudential rules considered
by the competent authorities as at least as stringent as
those laid down in this Directive, in Directive
89/646/EEC or in Directive 93/6/EEC;
(iv) collective investment undertakings authorized under the
law of a Member State to market units to the public and
to the managers of such undertakings;
(v) investment companies with fixed capital, as defined in
Article 15 (4) of Directive 77/91/EEC (4), the securities
of which are listed or dealt in on a regulated market in a
Member State;
— the activities of which are governed at national level by rules
or by a code of ethics;
(h) collective investment undertakings whether coordinated at Com-
munity level or not and the depositaries and managers of such
undertakings;!B
(1) OJ No L 228, 16. 8. 1973, p. 3. Directive last amended by Directive
90/619/EEC (OJ No L 330, 29. 11. 1990, p. 50).
(2) OJ No L 63, 13. 3. 1979, p. 1. Directive last amended by Directive
90/618/EEC (OJ No L 330, 29. 11. 1990, p. 44).
(3) OJ No 56, 4. 4. 1964, p. 878/64.
(4) OJ No L 26, 30. 1. 1977, p. 1. Directive last amended by the Act of Accession
of Spain and Portugal.1993L0022 — EN — 17.11.2000 — 003.001 — 10
(i) persons whose main business is trading in commodities amongst
selves or with producers or professional users of such products and
who provide investment services only for such producers and
professional users to the extent necessary for their main business;
(j) firms that provide investment services consisting exclusively in
dealing for their own account on financial-futures or options
markets or which deal for the accounts of other members of those
markets or make prices for them and which are guaranteed by
clearing members of the same markets. Responsibility for ensuring
the performance of contracts entered into by such firms must be
assumed by clearing members of the same markets;
(k) associations set up by Danish pension funds with the sole aim of
managing the assets of pension funds that are members of those
associations;
(l) ‘agenti di cambio’ whose activities and functions are governed by
Italian Royal Decree No 222 of 7 March 1925 and subsequent
provisions amending it, and who are authorized to carry on their
activities under Article 19 of Italian Law No 1 of 2 January 1991.
3. No later than 31 December 1998 and at regular intervals thereafter
the Commission shall report on the application of paragraph 2 in
conjunction with Section A of the Annex and shall, where appropriate,
propose amendments to the definition of the exclusions and the services
covered in the light of the operation of this Directive.
4. The rights conferred by this Directive shall not extend to the
provision of services as counterparty to the State, the central bank or
other Member State national bodies performing similar functions in the
pursuit of the monetary, exchange-rate, public-debt and reserves
management policies of the Member State concerned.
TITLE II
Conditions for taking up business
Article 3
1. Each Member State shall make access to the business of investment
firms subject to authorization for investment firms of which it is the
home Member State. Such authorization shall be granted by the home
Member State’s competent authorities designated in accordance with
Article 22. The authorization shall specify the investment services
referred to in Section A of the Annex which the undertaking is
authorized to provide. The authorization may also cover one or more of
the non-core services referred to in Section C of the Annex.
Authorization within the meaning of this Directive may in no case be
granted for services covered only by Section C of the Annex.
2. Each Member State shall require that:
— any investment firm which is a legal person and which, under its
national law, has a registered office shall have its head office in the
same Member State as its registered office,
— any other investment firm shall have its head office in the Member
State which issued its authorization and in which it actually carries
on its business.
3. Without prejudice to other conditions of general application laid
down by national law, the competent authorities shall not grant
authorization unless:
— an investment firm has sufficient initial capital in accordance with
the rules laid down in Directive 93/6/EEC having regard to the
nature of the investment service in question,
— the persons who effectively direct the business of an investment
firm are of sufficiently good repute and are sufficiently experi-
enced.!B1993L0022 — EN — 17.11.2000 — 003.001 — 11
The direction of a firm’ s business must be decided by at least two persons
meeting the above conditions. Where an appropriate arrangement
ensures that the same result will be achieved, however, particularly in
the cases provided for in the last indent of the third subparagraph of
Article 1 (2), the competent authorities may grant authorization to
investment firms which are natural persons or, taking account of the
nature and volume of their activities, to investment firms which are legal
persons where such firms are managed by single natural persons in
accordance with their articles of association and national laws.
Moreover, where close links exist between the investment firm and other
natural or legal persons, the competent authorities shall grant auth-
orization only if those links do not prevent the effective exercise of their
supervisory functions.
The competent authorities shall also refuse authorization if the laws,
regulations or administrative provisions of a non-member country
governing one or more natural or legal persons with which the
undertaking has close links, or difficulties involved in their enforcement,
prevent the effective exercise of their supervisory functions.
The competent authorities shall require investment firms to provide them
with the information they require to monitor compliance with the
conditions referred to in this paragraph on a continuous basis.
4. Member States shall also require that every application for
authorization be accompanied by a programme of operations setting
outinter alia the types of business envisaged and the organizational
structure of the investment firm concerned.
5. An applicant shall be informed within six months of the submission
of a complete application whether or not authorization has been granted.
Reasons shall be given whenever an authorization is refused.
6. An investment firm may commence business as soon as auth-
orization has been granted.
7. The competent authorities may withdraw the authorization issued
to an investment firm subject to this Directive only where that investment
firm:
(a) does not make use of the authorization within 12 months, expressly
renounces the authorization or ceased to provide investment
services more than six months previously unless the Member State
concerned has provided for authorization to lapse in such cases;
(b) has obtained the authorization by making false statements or by any
other irregular means;
(c) no longer fulfils the conditions under which authorization was
granted;
(d) no longer complies with Directive 93/6/EEC;(e) has seriously and systematically infringed the provisions adopted
pursuant to Articles 10 or 11; or
(f) falls within any of the cases where national law provides for
withdrawal.
Article 4
The competent authorities shall not grant authorization to take up the
business of investment firms until they have been informed of the
identities of the shareholders or members, whether direct or indirect,
natural or legal persons, that have qualifying holdings and of the amounts
of those holdings.
The competent authorities shall refuse authorization if, taking into
account the need to ensure the sound and prudent management of an
investment firm, they are not satisfied as to the suitability of the
aforementioned shareholders or members.!B
!M1
!B1993L0022 — EN — 17.11.2000 — 003.001 — 12
Article 5
In the case of branches of investment firms that have registered offices
outwith the Community and are commencing or carrying on business,
the Member States shall not apply provisions that result in treatment
more favourable than that accorded to branches of investment firms that
have registered offices in Member States.
Article 6
The competent authorities of the other Member State involved shall be
consulted beforehand on the authorization of any investment firm which
is:
— a subsidiary of an investment firm or credit institution authorized in
another Member State,
— a subsidiary of the parent undertaking of an investment firm or
credit institution authorized in another Member State,or
— controlled by the same natural or legal persons as control an
investment firm or credit institution authorized in another Member
State.
TITLE III
Relations with third countries
Article 7
1. The competent authorities of the Member States shall inform the
Commission:
(a) of the authorization of any firm which is the direct or indirect
subsidiary of a parent undertaking governed by the law of a third
country;
(b) whenever such a parent undertaking acquires a holding in a
Community investment firm such that the latter would become its
subsidiary.
In both cases the Commission shall inform the Council until such time as
a committee on transferable securities is set up by the Council acting on a
proposal from the Commission.
When authorization is granted to any firm which is the direct or indirect
subsidiary of a parent undertaking governed by the law of a third country,
the competent authorities shall specify the structure of the group in the
notification which they address to the Commission.
2. The Member States shall inform the Commission of any general
difficulties which their investment firms encounter in establishing
themselves or providing investment services in any third country.
3. Initially no later than six months before this Directive is brought
into effect and thereafter periodically the Commission shall draw up a
report examining the treatment accorded to Community investment firms
in third countries, in the terms referred to in paragraphs 4 and 5, as
regards establishment, the carrying on of investment services activities
and the acquisition of holdings in third-country investment firms. The
Commission shall submit those reports to the Council together with any
appropriate proposals.
4. Whenever it appears to the Commission, either on the basis of the
reports provided for in paragraph 3 or on the basis of other information,
that a third country does not grant Community investment firms effective
market access comparable to that granted by the Community to
investment firms from that third country, the Commission may submit
proposals to the Council for an appropriate mandate for negotiation with
a view to obtaining comparable competitive opportunities for Commu-
nity investment firms. The Council shall act by a qualified majority.!B1993L0022 — EN — 17.11.2000 — 003.001 — 13
5. Whenever it appears to the Commission, either on the basis of the
reports referred to in paragraph 3 or on the basis of other information,
that Community investment firms in a third country are not granted
national treatment affording the same competitive opportunities as are
available to domestic investment firms and that the conditions of
effective market access are not fulfilled, the Commission may initiate
negotiations in order to remedy the situation.
In the circumstances described in the first subparagraph it may also be
decided, at any time and in addition to the initiation of negotiations, in
accordance with the procedure to be laid down in the Directive by which
the Council will set up the committee referred to in paragraph 1, that the
competent authorities of the Member States must limit or suspend their
decisions regarding requests pending or future requests for authorization
and the acquisition of holdings by direct or indirect parent undertakings
governed by the law of the third country in question. The duration of
such measures may not exceed three months.
Before the end of that three-month period and in the light of the results of
the negotiations the Council may, acting on a proposal from the
Commission, decide by a qualified majority whether the measures shall
be continued.
Such limitations or suspensions may not be applied to the setting up of
subsidiaries by investment firms duly authorized in the Community or by
their subsidiaries, or to the acquisition of holdings in Community
investment firms by such firms or subsidiaries.
6. Whenever it appears to the Commission that one of the situations
described in paragraphs 4 and 5 obtains, the Member States shall inform
it at its request:
(a) of any application for the authorization of any firm which is the
direct or indirect subsidiary of a parent undertaking governed by
the law of the third country in question;
(b) whenever they are informed in accordance with Article 10 that such
a parent undertaking proposes to acquire a holding in a Community
investment firm such that the latter would become its subsidiary.
This obligation to provide information shall lapse whenever agreement is
reached with the third country referred to in paragraph 4 or 5 or when the
measures referred to in the second and third subparagraphs of paragraph
5 cease to apply.
7. Measures taken under this Article shall comply with the
Community’ s obligations under any international agreements, bilateral
or multilateral, governing the taking up or pursuit of the business of
investment firms.
TITLE IV
Operating conditions
Article 8
1. The competent authorities of the home Member States shall require
that an investment firm which they have authorized comply at all times
with the conditions imposed in Article 3 (3).
2. The competent authorities of the home Member State shall require
that an investment firm which they have authorized comply with the
rules laid down in Directive 93/6/EEC.
3. The prudential supervision of an investment firm shall be the
responsibility of the competent authorities of the home Member State
whether the investment firm establishes a branch or provides services in
another Member State or not, without prejudice to those provisions of
this Directive which give responsibility to the authorities of the host
Member State.!B1993L0022 — EN — 17.11.2000 — 003.001 — 14
Article 9
1. Member States shall require any person who proposes to acquire,
directly or indirectly, a qualifying holding in an investment firm first to
inform the competent authorities, telling them of the size of his intended
holding. Such a person shall likewise inform the competent authorities if
he proposes to increase his qualifying holding so that the proportion of
the voting rights or of the capital that he holds would reach or exceed 20,
33, or 50 % or so that the investment firm would become his subsidiary.
Without prejudice to paragraph 2, the competent authorities shall have up
to three months from the date of the notification provided for in the first
subparagraph to oppose such a plan if, in view of the need to ensure
sound and prudent management of the investment firm, they are not
satisfied as to the suitability of the person referred to in the first
subparagraph. If they do not oppose the plan, they may fix a deadline for
its implementation.
2. If the acquirer of the holding referred to in paragraph 1 is an
investment firm authorized in another Member State or the parent
undertaking of an investment firm authorized in another Member State
or a person controlling an investment firm authorized in another Member
State and if, as a result of that acquisition, the firm in which the acquirer
proposes to acquire a holding would become the acquirer’s subsidiary or
come under his control, the assessment of the acquisition must be the
subject of the prior consultation provided for in Article 6.
3. Member States shall require any person who proposes to dispose,
directly or indirectly, of a qualifying holding in an investment firm first
to inform the competent authorities, telling them of the size of his
holding. Such a person shall likewise inform the competent authorities if
he proposes to reduce his qualifying holding so that the proportion of the
voting rights or of the capital held by him would fall below 20, 33 or
50 % or so that the investment firm would cease to be his subsidiary.
4. On becoming aware of them, investment firms shall inform the
competent authorities of any acquisitions or disposals of holdings in their
capital that cause holdings to exceed or fall below any of the thresholds
referred to in paragraphs 1 and 3.
At least once a year they shall also inform the competent authorities of
the names of shareholders and members possessing qualifying holdings
and the sizes of such holdings as shown, for example, by the information
received at annual general meetings of shareholders and members or as a
result of compliance with the regulations applicable to companies listed
on stock exchanges.
5. Member States shall require that, where the influence exercised by
the persons referred to in paragraph 1 is likely to be prejudicial to the
sound and prudent management of an investment firm, the competent
authorities take appropriate measures to put an end to that situation. Such
measures may consist, for example, in injunctions, sanctions against
directors and those responsible for management or suspension of the
exercise of the voting rights attaching to the shares held by the
shareholders or members in question.
Similar measures shall apply to persons failing to comply with the
obligation to provide prior information imposed in paragraph 1. If a
holding is acquired despite the opposition of the competent authorities,
the Member States shall, regardless of any other sanctions to be adopted,
provide either for exercise of the corresponding voting rights to be
suspended, for the nullity of the votes cast or for the possibility of their
annulment.
Article 10
1. Each home Member State shall draw up prudential rules which
investment firms shall observe at all times. In particular, such rules shall
require that each investment firm:
— have sound administrative and accounting procedures, control and
safeguard arrangements for electronic data processing, and!B1993L0022 — EN — 17.11.2000 — 003.001 — 15
adequate internal control mechanisms including, in particular, rules
for personal transactions by its employees,
— make adequate arrangements for instruments belonging to investors
with a view to safeguarding the latter’s ownership rights, especially
in the event of the "C1investment firm’ s insolvency, and to
preventing the investment firm’ s using investors’ instruments for its
own account 3except with the investors’ express consent,
— make adequate arrangements for funds belonging to investors with
a view to safeguarding the latter’s rights and, except in the case of
credit institutions, preventing the investment firm’ s using investors’
funds for its own account,
— arrange for records to be kept of transactions executed which shall
at least be sufficient to enable the home Member State’s authorities
to monitor compliance with the prudential rules which they are
responsible for applying; such records shall be retained for periods
to be laid down by the competent authorities,
— be structured and organized in such a way as to minimize the risk of
clients’ interests being prejudiced by conflicts of interest between
the firm and its clients or between one of its clients and another.
Nevertheless, where a branch is set up the organizational
arrangements may not conflict with the rules of conduct laid down
by the host Member State to cover conflicts of interest.
Article 11
1. Member States shall draw up rules of conduct which investment
firms shall observe at all times. Such rules must implement at least the
principles set out in the following indents and must be applied in such a
way as to take account of the professional nature of the person for whom
the service is provided. The Member States shall also apply these rules
where appropriate to the non-core services listed in Section C of the
Annex. These principles shall ensure that an investment firm:
— acts honestly and fairly in conducting its business activities in the
best interests of its clients and the integrity of the market,
— acts with due skill, care and diligence, in the best interests of its
clients and the integrity of the market,
— has and employs effectively the resources and procedures that are
necessary for the proper performance of its business activities,
— seeks from its clients information regarding their financial
situations, investment experience and objectives as regards the
services requested,
— makes adequate disclosure of relevant material information in its
dealings with its clients,
— tries to avoid conflicts of interests and, when they cannot be
avoided, ensures that its clients are fairly treated, and
— complies with all regulatory requirements applicable to the conduct
of its business activities so as to promote the best interests of its
clients and the integrity of the market.
2. Without prejudice to any decisions to be taken in the context of the
harmonization of the rules of conduct, their implementation and the
supervision of compliance with them shall remain the responsibility of
the Member State in which a service is provided.
3. Where an investment firm executes an order, for the purposes of
applying the rules referred to in paragraph 1 the professional nature of
the investor shall be assessed with respect to the investor from whom the
order originates, regardless of whether the order was placed directly by
the investor himself or indirectly through an investment firm providing
the service referred to in Section A (1) (a) of the Annex.!B1993L0022 — EN — 17.11.2000 — 003.001 — 16
!M2
Article 13
This Directive shall not prevent investment firms authorized in other
Member States from advertising their services through all available
means of communication in their host Member States, subject to any
rules governing the form and the content of such advertising adopted in
the interest of the general good.
TITLE V
The right of establishment and the freedom to provide services
Article 14
1. Member States shall ensure that investment services and the other
services listed in Section C of the Annex may be provided within their
territories in accordance with Articles 17, 18 and 19 either by the
establishment of a branch or under the freedom to provide services by
any investment firm authorized and supervised by the competent
authorities of another Member State in accordance with this Directive,
provided that such services are covered by the authorization.
This Directive shall not affect the powers of host Member States in
respect of the units of collective investment undertakings to which
Directive 85/611/EEC (1) does not apply.
2. Member States may not make the establishment of a branch or the
provision of services referred to in paragraph 1 subject to any
authorization requirement, to any requirement to provide endowment
capital or to any other measure having equivalent effect.
3. A Member State may require that transactions relating to the
services referred to in paragraph 1 must, where they satisfy all the
following criteria, be carried out on a regulated market:
— the investor must be habitually resident or established in that
Member State,
— the investment firm must carry out such transactions through a
main establishment, through a branch situated in that Member State
or under the freedom to provide services in that Member State,
— the transaction must involve a instrument dealt in on a regulated
market in that Member State.
4. Where a Member State applies paragraph 3 it shall give investors
habitually resident or established in that Member State the right not to
comply with the obligation imposed in paragraph 3 and have the
transactions referred to in paragraph 3 carried out away from a regulated
market. Member States may make the exercise of this right subject to
express authorization, taking into account investors’ differing needs for
protection and in particular the ability of professional and institutional
investors to act in their own best interests. It must in any case be possible
for such authorization to be given in conditions that do not jeopardize the
prompt execution of investors’ orders.
5. The Commission shall report on the operation of paragraphs 3 and
4 not later than 31 December 1998 and shall, if appropriate, propose
amendments thereto.
(1) OJ No L 375, 31. 12. 1985, p. 3. Directive last amended by Directive
88/220/EEC (OJ No L 100, 19. 4. 1988, p. 31).!B1993L0022 — EN — 17.11.2000 — 003.001 — 17
Article 15
1. Without prejudice to the exercise of the right of establishment or
the freedom to provide services referred to in Article 14, host Member
States shall ensure that investment firms which are authorized by the
competent authorities of their home Member States to provide the
services referred to in Section A (1) (b) and (2) of the Annex can, either
directly or indirectly, become members of or have access to the regulated
markets in their host Member States where similar services are provided
and also become members of or have access to the clearing and
settlement systems which are provided for the members of such regulated
markets there.
Member States shall abolish any national rules or laws or rules of
regulated markets which limit the number of persons allowed access
thereto. If, by virtue of its legal structure or its technical capacity, access
to a regulated market is limited, the Member State concerned shall ensure
that its structure and capacity are regularly adjusted.
2. Membership of or access to a regulated market shall be conditional
on investment firms’ complying with capital adequacy requirements and
home Member States’ supervising such compliance in accordance with
Directive 93/6/EEC.
Host Member States shall be entitled to impose additional capital
requirements only in respect of matters not covered by that Directive.
Access to a regulated market, admission to membership thereof and
continued access or membership shall be subject to compliance with the
rules of the regulated market in relation to the constitution and
administration of the regulated market and to compliance with the rules
relating to transactions on the market, with the professional standards
imposed on staff operating on and in conjunction with the market, and
with the rules and procedures for clearing and settlement. The detailed
arrangements for implementing these rules and procedures may be
adapted as appropriate, inter alia to ensure fulfilment of the ensuing
obligations, provided, however, that Article 28 is complied with.
3. In order to meet the obligation imposed in paragraph 1, host
Member States shall offer the investment firms referred to in that
paragraph the choice of becoming members of or of having access to
their regulated markets either:
— directly, by setting up branches in the host Member States, or
— indirectly, by setting up subsidiaries in the host Member States or
by acquiring firms in the host Member States that are already
members of their regulated markets or already have access thereto.
However, those Member States which, when this Directive is adopted,
apply laws which do not permit credit institutions to become members of
or have access to regulated markets unless they have specialized
subsidiaries may continue until 31 December 1996 to apply the same
obligation in a non-discriminatory way to credit institutions from other
Member States for purposes of access to those regulated markets.
The Kingdom of Spain, the Hellenic Republic and the Portuguese
Republic may extend that period until 31 December 1999. One year
before that date the Commission shall draw up a report, taking into
account the experience acquired in applying this Article and shall if
appropriate, submit a proposal. The Council may, acting by qualified
majority on the basis of that proposal, decide to review those
arrangements.
4. Subject to paragraphs 1, 2 and 3, where the regulated market of the
host Member State operates without any requirement for a physical
presence the investment firms referred to in paragraph 1 may become
members of or have access to it on the same basis without having to be
established in the host Member State. In order to enable their investment!B1993L0022 — EN — 17.11.2000 — 003.001 — 18
firms to become members of or have access to host Member States’
regulated markets in accordance with this paragraph home Member
States shall allow those host Member States’ regulated markets to
provide appropriate facilities within the home Member States’ territories.
5. This Article shall not affect the Member States’ right to authorize
or prohibit the creation of new markets within their territories.
6. This Article shall have no effect:— in the Federal Republic of Germany, on the regulation of the
activities of Kursmakler ,o r
— in the Netherlands, on the regulation of the activities of
hoekmannen .
Article 16
For the purposes of mutual recognition and the application of this
Directive, it shall be for each Member State to draw up a list of the
regulated markets for which it is the home Member State and which
comply with its regulations, and to forward that list for information,
together with the relevant rules of procedures and operation of those
regulated markets, to the other Member States and the Commission. A
similar communication shall be effected in respect of each change to the
aforementioned list or rules. The Commission shall publish the lists of
regulated markets and updates thereto in the Official Journal of the
European Communities at least once a year.
No later than 31 December 1996 the Commission shall report on the
information thus received and, where appropriate, propose amendments
to the definition of regulated market for the purposes of this Directive.
Article 17
1. In addition to meeting the conditions imposed in Article 3, any
investment firm wishing to establish a branch within the territory of
another Member State shall notify the competent authorities of its home
Member State.
2. Member States shall require every investment firm wishing to
establish a branch within the territory of another Member State to
provide the following information when effecting the notification
provided for in paragraph 1:
(a) the Member State within the territory of which it plans to establish
a branch;
(b) a programme of operations setting out inter alia the types of
business envisaged and the organizational structure of the branch;
(c) the address in the host Member State from which documents may
be obtained;
(d) the names of those responsible for the management of the branch.
3. Unless the competent authorities of the home Member State have
reason to doubt the adequacy of the administrative structure or the
financial situation of an investment firm, taking into account the
activities envisaged, they shall, within three months of receiving all the
information referred to in paragraph 2, communicate that information to
the competent authorities of the host Member State and shall inform the
investment firm concerned accordingly.
They shall also communicate details of any compensation scheme
intended to protect the branch’ s investors.
Where the competent authorities of the home Member State refuse to
communicate the information referred to in paragraph 2 to the competent
authorities of the host Member State, they shall give reasons for their
refusal to the investment firm concerned within three months of
receiving all the information. That refusal or failure to reply shall be
subject to the right to apply to the courts in the home Member States.!B1993L0022 — EN — 17.11.2000 — 003.001 — 19
4. Before the branch of an investment firm commences business the
competent authorities of the host Member State shall, within two months
of receiving the information referred to in paragraph 3, prepare for the
supervision of the investment firm in accordance with Article 19 and, if
necessary, indicate the conditions, including the rules of conduct, under
which, in the interest of the general good, that business must be carried
on in the host Member State.
5. On receipt of a communication from the competent authorities of
the host Member State or on the expiry of the period provided for in
paragraph 4 without receipt of any communication from those
authorities, the branch may be established and commence business.
6. In the event of a change in any of the particulars communicated in
accordance with paragraph 2 (b), (c) or (d), an investment firm shall give
written notice of that change to the competent authorities of the home
and host Member States at least one month before implementing the
change so that the competent authorities of the home Member State may
take a decision on the change under paragraph 3 and the competent
authorities of the host Member State may do so under paragraph 4.
7. In the event of a change in the particulars communicated in
accordance with the second subparagraph of paragraph 3, the authorities
of the home Member State shall inform the authorities of the host
Member State accordingly.
Article 18
1. Any investment firm wishing to carry on business within the
territory of another Member State for the first time under the freedom to
provide services shall communicate the following information to the
competent authorities of its home Member State:
— the Member State in which it intends to operate,
— a programme of operations stating in particular the investment
service or services which it intends to provide.
2. The competent authorities of the home Member State shall, within
one month of receiving the information referred to in paragraph 1,
forward it to the competent authorities of the host Member State. The
investment firm may then start to provide the investment service or
services in question in the host Member State.
Where appropriate, the competent authorities of the host Member State
shall, on receipt of the information referred to in paragraph 1, indicate to
the investment firm the conditions, including the rules of conduct, with
which, in the interest of the general good, the providers of the investment
services in question must comply in the host Member State.
3. Should the content of the information communicated in accordance
with the second indent of paragraph 1 be amended, the investment firm
shall give notice of the amendment in writing to the competent
authorities of the home Member State and of the host Member State
before implementing the change, so that the competent authorities of the
host Member State may, if necessary, inform the firm of any change or
addition to be made to the information communicated under paragraph 2.
Article 19
1. Host Member States may, for statistical purposes, require all
investment firms with branches within their territories to report
periodically on their activities in those host Member States to the
competent authorities of those host Member States.
In discharging their responsibilities in the conduct of monetary policy,
without prejudice to the measures necessary for the strengthening of the
European Monetary System, host Member States may within their
territories require all branches of investment firms originating in other
Member States to provide the same particulars as national investment
firms for that purpose.!B1993L0022 — EN — 17.11.2000 — 003.001 — 20
2. In discharging their responsibilities under this Directive, host
Member States may require branches of investment firms to provide the
same particulars as national firms for that purpose.
Host Member States may require investment firms carrying on business
within their territories under the freedom to provide services to provide
the information necessary for the monitoring of their compliance with
the standards set by the host Member State that apply to them, although
those requirements may not be more stringent than those which the same
Member State imposes on established firms for the monitoring of their
compliance with the same standards.
3. Where the competent authorities of a host Member State ascertain
that an investment firm that has a branch or provides services within its
territory is in breach of the legal or regulatory provisions adopted in that
State pursuant to those provisions of this Directive which confer powers
on the host Member State’s competent authorities, those authorities shall
require the investment firm concerned to put an end to its irregular
situation.
4. If the investment firm concerned fails to take the necessary steps,
the competent authorities of the host Member State shall inform the
competent authorities of the home Member State accordingly. The latter
shall, at the earliest opportunity, take all appropriate measures to ensure
that the investment firm concerned puts an end to its irregular situation.
The nature of those measures shall be communicated to the competent
authorities of the host Member State.
5. If, despite the measures taken by the home Member State or
because such measures prove inadequate or are not available in the State
in question, the investment firm persists in violating the legal or
regulatory provisions referred to in paragraph 2 in force in the host
Member State, the latter may, after informing the competent authorities
of the home Member State, take appropriate measures to prevent or to
penalize further irregularities and, in so far as necessary, to prevent that
investment firm from initiating any further transactions within its
territory. The Member States shall ensure that within their territories it is
possible to serve the legal documents necessary for those measures on
investment firms.
6. The foregoing provisions shall not affect the powers of host
Member States to take appropriate measures to prevent or to penalize
irregularities committed within their territories which are contrary to the
rules of conduct introduced pursuant to Article 11 as well as to other
legal or regulatory provisions adopted in the interest of the general good.
This shall include the possibility of preventing offending investment
firms from initiating any further transactions within their territories.
7. Any measure adopted pursuant to paragraphs 4, 5 or 6 involving
penalties or restrictions on the activities of an investment firm must be
properly justified and communicated to the investment firm concerned.
Every such measure shall be subject to the right to apply to the courts in
the Member State which adopted it.
8. Before following the procedure laid down in paragraphs 3, 4 or 5 the
competent authorities of the host Member State may, in emergencies,
take any precautionary measures necessary to protect the interests of
investors and others for whom services are provided. The Commission
and the competent authorities of the other Member States concerned
must be informed of such measures at the earliest opportunity.
After consulting the competent authorities of the Member States
concerned, the Commission may decide that the Member State in
question must amend or abolish those measures.
9. In the event of the withdrawal of authorization, the competent
authorities of the host Member State shall be informed and shall take
appropriate measures to prevent the investment firm concerned from
initiating any further transactions within its territory and to safeguard
investors’ interests. Every two years the Commission shall submit a
report on such cases to the committee set up at a later stage in the
securities field.!B1993L0022 — EN — 17.11.2000 — 003.001 — 21
10. The Member States shall inform the Commission of the number
and type of cases in which there have been refusals pursuant to Article 17
or measures have been taken in accordance with paragraph 5. Every two
years the Commission shall submit a report on such cases to the
committee set up at a later date in the securities field.
Article 20
1. In order to ensure that the authorities responsible for the markets
and for supervision have access to the information necessary for the
performance of their duties, home Member States shall at least require:
(a) without prejudice to steps taken in implementation of Article 10,
that investment firms keep at the disposal of the authorities for at
least five years the relevant data on transactions relating to the
services referred to in Article 14 (1) which they have carried out in
instruments dealt in on a regulated market, whether such
transactions were carried out on a regulated market or not;
(b) that investment firms report to competent authorities in their home
Member States all the transactions referred to in (a) where those
transactions cover:
— shares or other instruments giving access to capital,— bonds and other forms of securitized debt,
— standardized forward contracts relating to shares or
— standardized options on shares.
Such reports must be made available to the relevant authority at the
earliest opportunity. The time limit shall be fixed by that authority. It
may be extended to the end of the following working day where
operational or practical reasons so dictate but in no circumstances may it
exceed that limit.
Such reports must, in particular, include details of the names and
numbers of the instruments bought or sold, the dates and times of the
transactions, the transaction prices and means of identifying the
investment firms concerned.
Home Member States may provide that the obligation imposed in (b)
shall, in the case of bonds and other forms of securitized debt, apply only
to aggregated transactions in the same instrument.
2. Where an investment firm carries out a transaction on a regulated
market in its host Member State, the home Member State may waive its
own requirements as regards reporting if the investment firm is subject to
equivalent requirements to report the transaction in question to the
authorities in charge of that market.
3. Member States shall provide that the report referred to in paragraph
1 (b) shall be made either by the investment firm itself or by a
trade-matching system, or through stock-exchange authorities or those of
another regulated market.
4. Member States shall ensure that the information available in
accordance with this Article is also available for the proper application of
Article 23.
5. Each Member State may, in a non-discriminatory manner, adopt or
maintain provisions more stringent in the field governed by this Article
with regard to substance and form in respect of the conservation and
reporting of data relating to transactions:
— carried out on a regulated market of which it is the home Member
State or
— carried out by investment firms of which it is the home Member
State.!B1993L0022 — EN — 17.11.2000 — 003.001 — 22
Article 21
1. In order to enable investors to assess at any time the terms of a
transaction they are considering and to verify afterwards the conditions
in which it has been carried out, each competent authority shall, for each
of the regulated markets which it has entered on the list provided for in
Article 16, take measures to provide investors with the information
referred to in paragraph 2. In accordance with the requirements imposed
in paragraph 2, the competent authorities shall determine the form in
which and the precise time within which the information is to be
provided, as well as the means by which it is to be made available, having
regard to the nature, size and needs of the market concerned and of the
investors operating on that market.
2. The competent authorities shall require for each instrument at least:
(a) publication at the start of each day’ s trading on the market of the
weighted average price, the highest and the lowest prices and the
volume dealt in on the regulated market in question for the whole
of the preceding day’ s trading;
(b) in addition, for continuous order-driven and quote-driven markets,
publication:
— at the end of each hour’ s trading on the market, of the
weighted average price and the volume dealt in on the
regulated market in question for a six-hour trading period
ending so as to leave two hours’ trading on the market before
publication, and
— every 20 minutes, of the weighted average price and the
highest and lowest prices on the regulated market in question
for a two-hour trading period ending so as to leave one hour’ s
trading on the market before publication.
Where investors have prior access to information on the prices and
quantities for which transactions may be undertaken:
(i) such information shall be available at all times during market
trading hours;
(ii) the terms announced for a given price and quantity shall be terms
on which it is possible for an investor to carry out such a
transaction.
The competent authorities may delay or suspend publication where that
proves to be justified by exceptional market conditions or, in the case of
small markets, to preserve the anonymity of firms and investors. The
competent authorities may apply special provisions in the case of
exceptional transactions that are very large in scale compared with
average transactions in the security in question on that market and in the
case of highly illiquid securities defined by means of objective criteria
and made public. The competent authorities may also apply more
flexible provisions, particularly as regards publication deadlines, for
transactions concerning bonds and other forms of securitized debt.
3. In the field governed by this Article each Member State may adopt
or maintain more stringent provisions or additional provisions with
regard the substance and form in which information must be made
available to investors concerning transactions carried out on regulated
markets of which it is the home Member State, provided that those
provisions apply regardless of the Member State in which the issuer of
the financial instrument is located or of the Member State on the
regulated market of which the instrument was listed for the first time.
4. The Commission shall report on the application of this Article no
later than 31 December 1997; the Council may, on a proposal from the
Commission, decide by a qualified majority to amend this Article.!B1993L0022 — EN — 17.11.2000 — 003.001 — 23
TITLE VI
Authorities responsible for authorization and supervision
Article 22
1. Member States shall designate the competent authorities which are
to carry out the duties provided for in this Directive. They shall inform
the Commission thereof, indicating any division of those duties.
2. The authorities referred to in paragraph 1 must be either public
authorities, bodies recognized by national law or bodies recognized by
public authorities expressly empowered for that purpose by national law.
3. The authorities concerned must have all the powers necessary for
the performance of their functions.
Article 23
1. Where there are two or more competent authorities in the same
Member State, they shall collaborate closely in supervising the activities
of investment firms operating in that Member State.
2. Member States shall ensure that such collaboration takes place
between such competent authorities and the public authorities respon-
sible for the supervision of financial markets, credit and other financial
institutions and insurance undertakings, as regards the entities which
those authorities supervise.
3. Where, through the provision of services or by the establishment of
branches, an investment firm operates in one or more Member States
other than its home Member State the competent authorities of all the
Member States concerned shall collaborate closely in order more
effectively to discharge their respective responsibilities in the area
covered by this Directive.
They shall supply one another on request with all the information
concerning the management and ownership of such investment firms that
is likely to facilitate their supervision and all information likely to
facilitate the monitoring of such firms. In particular, the authorities of
the home Member State shall cooperate to ensure that the authorities of
the host Member State collect the particulars referred to in Article 19 (2).
In so far as it is necessary for the purpose of exercising their powers of
supervision, the competent authorities of the home Member State shall
be informed by the competent authorities of the host Member State of
any measures taken by the host Member State pursuant to Article 19 (6)
which involve penalties imposed on an investment firm or restrictions on
an investment firm’ s activities.
Article 24
1. Each host Member State shall ensure that, where an investment
firm authorized in another Member State carries on business within its
territory through a branch, the competent authorities of the home
Member State may, after informing the competent authorities of the host
Member State, themselves or through the intermediary of persons they
instruct for the purpose carry out on-the-spot verification of the
information referred to in Article 23 (3).
2. The competent authorities of the home Member State may also ask
the competent authorities of the host Member State to have such
verification carried out. Authorities which receive such requests must,
within the framework of their powers, act upon them by carrying out the
verifications themselves, by allowing the authorities who have requested
them to carry them out or by allowing auditors or experts to do so.
3. This Article shall not affect the right of the competent authorities of
a host Member State, in discharging their responsibilities under this
Directive, to carry out on-the-spot verifications of branches established
within their territory.!B1993L0022 — EN — 17.11.2000 — 003.001 — 24
Article 25
1. Member States shall provide that all persons who work or who have
worked for the competent authorities, as well as auditors and experts
instructed by the competent authorities, shall be bound by the obligation
of professional secrecy. Accordingly no confidential information which
they may receive in the course of their duties may be divulged to any
person or authority whatsoever, save in summary or aggregate form such
that individual investment firms cannot be identified, without prejudice
to cases covered by criminal law.
Nevertheless, where an investment firm has been declared bankrupt or is
being compulsorily wound up, confidential information which does not
concern third parties involved in attempts to rescue that investment firm
may be divulged in civil or commercial proceedings.
2. Paragraph 1 shall not prevent the competent authorities of different
Member States from exchanging information in accordance with this
Directive or other Directives applicable to investment firms. That
information shall be subject to the conditions of professional secrecy
imposed in paragraph 1.
3. Member States may conclude cooperation agreements providing for
exchange of information with the competent authorities of third
countries or with authorities or bodies of third countries as defined in
paragraphs 5 and 5a only if the information disclosed is subject to
guarantees of professional secrecy at least equivalent to those referred to
in this Article. Such exchange of information must be intended for the
performance of the supervisory task of the authorities or bodies
mentioned.
Where the information originates in another Member State, it may not be
disclosed without the express agreement of the competent authorities
which have disclosed it and, where appropriate, solely for the purposes
for which those authorities gave their agreement.
4. Competent authorities receiving confidential information under
paragraph 1 or 2 may use it only in the course of their duties:
— to check that the conditions governing the taking up of the business
of investment firms are met and to facilitate the monitoring, on a
non-consolidated or consolidated basis, of the conduct of that
business, especially with regard to the capital adequacy require-
ments imposed in Directive 93/6/EEC, administrative and account-
ing procedures and internal-control mechanisms,
— to impose sanctions,— in administrative appeals against decisions by the competent
authorities, or
— in court proceedings initiated under Article 26.5. Paragraphs 1 and 4 shall not preclude the exchange of information:(a) within a Member State, where there are two or more competent
authorities, or
(b) within a Member State or between Member States, between
competent authorities and
— authorities responsible for the supervision of credit institu-
tions, other financial organizations and insurance undertak-
ings and the authorities responsible for the supervision of
financial markets,
— bodies responsible for the liquidation and bankruptcy of
investment firms and other similar procedures and
— persons responsible for carrying out statutory audits of the
accounts of investment firms and other financial institutions,!B
!M3
!B1993L0022 — EN — 17.11.2000 — 003.001 — 25
in the performance of their supervisory functions, or the disclosure
to bodies which administer compensation schemes of information
necessary for the performance of their functions. Such information
shall be subject to the conditions of professional secrecy imposed
in paragraph 1.
5a. Notwithstanding paragraphs 1 to 4, Member States may authorize
exchanges of information between, the competent authorities and:
— the authorities responsible for overseeing the bodies involved in the
liquidation and bankruptcy of investment firms and other similar
procedures, or
— the authorities responsible for overseeing persons charged with
carrying out statutory audits of the accounts of insurance under-
takings, credit institutions, investment firms and other financial
institutions.
Member States which have recourse to the option provided for in the first
subparagraph shall require at least that the following conditions are met:
— the information shall be for the purpose of performing the task of
overseeing referred to in the first subparagraph,
— information received in this context shall be subject to the
conditions of professional secrecy imposed in paragraph 1,
— where the information originates in another Member State, it may
not be disclosed without the express agreement of the competent
authorities which have disclosed it and, where appropriate, solely
for the purposes for which those authorities gave their agreement.
Member States shall communicate to the Commission and to the other
Member States the names of the authorities which may receive
information pursuant to this paragraph.
5b. Notwithstanding paragraphs 1 to 4, Member States may, with the
aim of strengthening the stability, including integrity, of the financial
system, authorize the exchange of information between the competent
authorities and the authorities or bodies responsible under the law for the
detection and investigation of breaches of company law.
Member States which have recourse to the option provided for in the first
subparagraph shall require at least that the following conditons are met:
— the information shall be for the purpose of performing the task
referred to in the first subparagraph,
— information received in this context shall be subject to the
conditions of professional secrecy imposed in paragraph 1,
— where the information originates in another Member State, it may
not be disclosed without the express agreement of the competent
authorities which have disclosed it and, where appropriate, solely
for the purposes for which those authorities gave their agreement.
Where, in a Member State, the authorities or bodies referred to in the
first subparagraph perform their task of detection or investigation with
the aid, in view of their specific competence, of persons appointed for
that purpose and not employed in the public sector, the possibility of
exchanging information provided for in the first subparagraph may be
extended to such persons under the conditions stipulated in the second
subparagraph.
In order to implement the final indent of the second subparagraph, the
authorities or bodies referred to in the first subparagraph shall
communicate to the competent authorities which have disclosed the
information, the names and precise responsibilities of the persons to
whom it is to be sent.
Member States shall communicate to the Commission and to the other
Member States the names of the authorities or bodies which may receive
information pursuant to this paragraph.!B
!M11993L0022 — EN — 17.11.2000 — 003.001 — 26
Before 31 December 2000, the Commission shall draw up a report on the
application of the provisions of this paragraph.
6. This Article shall not prevent a competent authority from
transmitting:
— to central banks and other bodies with a similar function in their
capacity as monetary authorities,
— where appropriate, to other public authorities responsible for
overseeing payment systems,
information intended for the performance of their task, nor shall it
prevent such authorities or bodies from communicating to the competent
authorities such information as they may need for the purposes of
paragraph 4. Information received in this context shall be subject to the
conditions of professional secrecy imposed in this Article.
7. This Article shall not prevent the competent authorities from
communicating the information referred to in paragraphs 1 to 4 to a
clearing house or other similar body recognized under national law for
the provision of clearing or settlement services for one of their Member
State’s markets if they consider that it is necessary to communicate the
information in order to ensure the proper functioning of those bodies in
relation to defaults or potential defaults by market participants. The
information received shall be subject to the conditions of professional
secrecy imposed in paragraph 1. The Member States shall, however,
ensure that information received under paragraph 2 may not be disclosed
in the circumstances referred to in this paragraph without the express
consent of the competent authorities which disclosed it.
8. In addition, notwithstanding the provisions referred to in para-
graphs 1 and 4, Member States may, by virtue of provisions laid down by
law, authorize the disclosure of certain information to other departments
of their central government administrations responsible for legislation on
the supervision of credit institutions, financial institutions, investment
firms and insurance undertakings and to inspectors instructed by those
departments.
Such disclosures may, however, be made only where necessary for
reasons of prudential control.
Member States shall, however, provide that information received under
paragraphs 2 and 5 and that obtained by means of the on-the-spot
verifications referred to in Article 24 may never be disclosed in the cases
referred to in this paragraph except with the express consent of the
competent authorities which disclosed the information or of the
competent authorities of the Member State in which the on-the-spot
verification was carried out.
9. If, at the time of the adoption of this Directive, a Member State
provides for the exchange of information between authorities in order to
check compliance with the laws on prudential supervision, on the
organization, operation and conduct of commercial companies and on
the regulation of financial markets, that Member State may continue to
authorize the forwarding of such information pending coordination of all
the provisions governing the exchange of information between auth-
orities for the entire financial sector but not in any case after 1 July 1996.
Member States shall, however, ensure that, where information comes
from another Member State, it may not be disclosed in the circumstances
referred to in the first subparagraph without the express consent of the
competent authorities which disclosed it and it may be used only for the
purposes for which those authorities gave their agreement.
The Council shall effect the coordination referred to in the first
subparagraph on the basis of a Commission proposal. The Council notes
the Commission’ s statement to the effect that it will submit proposals by
31 July 1993 at the latest. The Council will act on those proposals within
the shortest possible time with the intention of bringing the rules
proposed into effect on the same date as this Directive.!M1
!B1993L0022 — EN — 17.11.2000 — 003.001 — 27
!M1
Article 25a
1. Member States shall provide at least that:
(a) any person authorized within the meaning of Directive
84/253/EEC (1), performing in an investment firm the task
described in Article 51 of Directive 78/660/EEC (2), Article 37 of
Directive 83/349/EEC or Article 31 of Directive 85/611/EEC or
any other statutory task, shall have a duty to report promptly to the
competent authorities any fact or decision concerning that under-
taking of which he has become aware while carrying out that task
which is liable to:
— constitute a material breach of the laws, regulations or
administrative provisions which lay down the conditions
governing authorization or which specifically govern pursuit
of the activities of investment firms, or
— affect the continuous functioning of the investment firm, or
— lead to refusal to certify the accounts or to the expression of
reservations;
(b) that person shall likewise have a duty to report any facts and
decisions of which he becomes aware in the course of carrying out
a task as described in (a) in an undertaking having close links
resulting from a control relationship with the investment firm
within which he is carrying out the abovementioned task.
2. The disclosure in good faith to the competent authorities, by
persons authorized within the meaning of Directive 84/253/EEC, of any
fact or decision referred to in paragraph 1 shall not constitute a breach of
any restriction on disclosure of information imposed by contract of by
any legislative, regulatory or administrative provision and shall not
involce such persons in liability of any kind.
Article 26
Member States shall ensure that decisions taken in respect of an
investment firm under laws, regulations and administrative provisions
adopted in accordance with this Directive are subject to the right to apply
to the courts; the same shall apply where no decision is taken within six
months of its submission in respect of an application for authorization
which provides all the information required under the provisions in force.
Article 27
Without prejudice to the procedures for the withdrawal of authorization
or to the provisions of criminal law, Member States shall provide that
their respective competent authorities may, with regard to investment
firms or those who effectively control the business of such firms that
infringe laws, regulations or administrative provisions concerning the
supervision or carrying on of their activities, adopt or impose in respect
of them measures or penalties aimed specifically at ending observed
breaches or the causes of such breaches.
Article 28
Member States shall ensure that this Directive is implemented without
discrimination.
(1) OJ No L 126, 12. 5. 1984, p. 20.
(2) OJ No L 222, 14. 8. 1978, p. 11. Directive as last amended by Directive
90/605/EEC (OJ No L 317, 16. 11. 1990, p. 60).!B1993L0022 — EN — 17.11.2000 — 003.001 — 28
TITLE VII
Final provisions
Article 29
Pending the adoption of a further Directive laying down provisions
adapting this Directive to technical progress in the areas specified below,
the Council shall, in accordance with Decision 87/373/EEC (1),20acting
by a qualified majority on a proposal from the Commission, adopt any
adaptations which may be necessary, as follows:
— expansion of the list in Section C of the Annex,
— adaptation of the terminology of the lists in the Annex to take
account of developments on financial markets,
— the areas in which the competent authorities must exchange
information as listed in Article 23;
— clarification of the definitions in order to ensure uniform
application of this Directive in the Community,
— clarification of the definitions in order to take account in the
implementation of this Directive of developments on financial
markets,
— the alignment of terminology and the framing of definitions in
accordance with subsequent measures on investment firms and
related matters,
— the other tasks provided for in Article 7 (5).
Article 30
1. Investment firms already authorized in their home Member States
to provide investment services before 31 December 1995 shall be
deemed to be so authorized for the purpose of this Directive, if the laws
of those Member States provide that to take up such activities they must
comply with conditions equivalent to those imposed in Articles 3 (3) and
4.
2. Investment firms which are already carrying on business on 31
December 1995 and are not included among those referred to in
paragraph 1 may continue their activities profided that, no later than 31
December 1996 and pursuant to the provisions of their home Member
States, they obtain authorization to continue such activities in accordance
with the provisions adopted in implementation of this Directive.
Only the grant of such authorization shall enable such firms to qualify
under the provisions of this Directive on the right of establishment and
the freedom to provide services.
3. Where before the date of the adoption of this Directive investment
firms have commenced business in other Member States either through
branches or under the freedom to provide services, the authorities of each
home Member State shall, between 1 July and 31 December 1995,
communicate, for the purposes of Articles 17 (1) and (2) and 18, to the
authorities of each of the other Member States concerned the list of firms
that comply with this Directive and operate in those States, indicating the
business carried on.
4. Natural persons authorized in a Member State on the date of the
adoption of this Directive to offer investment services shall be deemed to
be authorized under this Directive, provided that they fulfil the
requirements imposed in Article 1 (2), second subparagraph, second
indent, and third subparagraph, all four indents.!B
(1) OJ No L 197, 18. 7. 1987, p. 33.1993L0022 — EN — 17.11.2000 — 003.001 — 29
Article 31
No later than 1 July 1995 Member States shall adopt the laws,
regulations and administrative provisions necessary for them to comply
with this Directive.
These provisions shall enter into force no later than 31 December 1995.
The Member States shall forthwith inform the Commission thereof.
When Member States adopt the provisions referred to in the first
paragraph they shall include a reference to this Directive or accompany
them with such a reference on the occasion of their official publication.
The manner in which such references are to be made shall be laid down
by the Member States.
Article 32
This Directive is addressed to the Member States.!B1993L0022 — EN — 17.11.2000 — 003.001 — 30
ANNEX
SECTION A
Services
1. (a) Reception and transmission, on behalf of investors, of orders in
relation to one or more of the instruments listed in Section B.
(b) Execution of such orders other than for own account.
2. Dealing in any of the instruments listed in Section B for own account.
3. "C2Managing portfolios of investments in accordance with mandates
given by investors on a discretionary, 3client-by-client basis where such
portfolios include one or more of the instruments listed in Section B.
4. Underwriting in respect of issues of any of the instruments listed in
Section B and/or the placing of such issues.
SECTION B
Instruments
1. (a) Transferable securities.
(b) Units in collective investment undertakings.
2. Money-market instruments.3. Financial-futures contracts, including equivalent cash-settled instruments.
4. Forward interest-rate agreements (FRAs).
5. Interest-rate, currency and equity swaps.6. Options to acquire or dispose of any instruments falling within this section
of the Annex, including equivalent cash-settled instruments. This categoryincludes in particular options on currency and on interest rates.
SECTION C
Non-core services
1. Safekeeping and administration in relation to one or more of the
instruments listed in Section B.
2. Safe custody services.3. Granting credits or loans to an investor to allow him to carry out a
transaction in one or more of the instruments listed in Section B, where thefirm granting the credit or loan is involved in the transaction.
4. Advice to undertakings on capital structure, industrial strategy and related
matters and advice and service relating to mergers and the purchase of
undertakings.
5. Services related to underwriting.
6. Investment advice concerning one or more of the instruments listed in
Section B.
7. Foreign-exchange service where these are connected with the provision of
investment services.!
B1993L0022 — EN — 17.11.2000 — 003.001 — 31