COMMISSION OF THE EUROPEAN COMMUNITIES 
C0M(94) 33 final - COD 451 
Brussels, 15.02.1994 
Amended proposal for a 
EUROPEAN PARLIAMENT AND COUNCIL DIRECTIVE 
AMENDING DIRECTIVE 80/390/EEC CO-ORDINATING THE 
REQUIREMENTS FOR THE DRAWING UP, SCRUTINY AND 
DISTRIBUTION OF THE LISTING PARTICULARS TO BE PUBLISHED FOR 
THE ADMISSION OF SECURITIES TO OFFICIAL STOCK-EXCHANGE 
LISTING, WITH REGARD TO THE OBLIGATION TO PUBLISH LISTING 
PARTICULARS 
(presented by the Commission pursuant to Article 189 A (2) 
of the EC-Treaty) 
I 
EXPLANATORY MEMORANDUM 
I. GENERAL CONSIDERATIONS 
1. On 23 December 1992 the Commission adopted a proposal for a Directive1 
amending Directive 80/390/EEC (Listing Particulars). It was sent to the Council 
by letter dated 23 December 1992. 
The Council immediately forwarded this text to Parliament and to the Economic 
and Social Committee, and on 23 March 1993 it began to examine the proposal. 
2. The Economic and Social Committee unanimously adopted an opinion on the 
Commission proposal at its 305th plenary meeting which took place in Brussels 
on 28 April 19932. For the Committee the proposal is the logical evolution of the 
original directive. 
3. The European Parliament adopted the legislative resolution embodying the 
opinion of Parliament on the Commission proposal at its sitting of 15 December 
19933. The Parliament's opinion contains four amendments as discussed below. 
4. The amended proposal has been drafted to take account of the outcome of the 
consultation of these two institutions. It also contain some modifications 
resulting from the EU-Treaty and more in particular from its Article 189B (co-
decision). 
1 OJ No C 23, 27.01.1993, p. 6. 
2 OJ No C 161r 14.06.1993. p. 31. 
3 PE 177-122 - Minutes of the sitting of Wednesday, 15 December 1993. 
n COMMENTS ON PARLIAMENTS AMENDMENTS 
The European Parliament has suggested four amendments to the initial proposal. As 
explained below, two of them are folly accepted by the Commission, one is partially 
accepted, and the other one is rejected. 
1 Amendment 1 states that recital 12, which allows Member States to establish 
minimum quantitative criteria to benefit from the proposal, must be deleted 
mainly because quantitative criteria are not inserted in the body of the directive. 
The Commission agrees to mis suggestion. However, the Commission is still 
convinced that, in practice, given the nature of the subject matter, additional 
criteria, and more specifically quantitative criteria, may have to be imposed by 
Member States as part of the "forms and methods" chosen to achieve the results 
envisaged by the directive. This is also the approach followed by the Federation 
of European Stock Exchanges to select the companies which would be admitted 
to the EUROLIST project to become multi-listed in the Community. 
2. Amendment 2 suggests that Article l(l)4(dXi) second indent had to require the 
details of any recent change or development and not only those which are 
significant. An equivalent suggestion is also made by the Economic and Social 
Committee. 
The Commission disagrees with these suggestions because, on the one hand, it 
may become too cumbersome for the issuers and, on the other hand, the 
experience shows that investors are interested only in those modifications or 
events which have a minimum of importance. The same principle is followed in 
Article 23 of the original directive. 
3. Amenéaient3 suggests introducmg in Article l(l)4(dXi) four* indent, a degree 
of objectivity in the definitions of the omissions likely to afifeot the importer, ce of 
the document to be supplied to investors. 
The Commission accepts this suggestion because, by stating expfcckly what is 
implicit m the text, it remains in the same direction as the initial proposal. y 
4. Amendment 4 suggests that before being listed, banks and similar firms would 
have to provide investors with statements and opinions produced by auditors and 
advisors. In addition such statements and opinions would have to refer to the 
immediate standing of the business. 
The Commission can only accept partially such a suggestion (new Article 
l(l)4(d)(iv)). The Commission can only accept that issuers provide investors 
with the reports of the auditors on the last published annual accounts. Moreover, 
such reports will have to be provided not only by banks and similar firms, but 
also by all kind of issuers. The reason why such reports are not explicitly 
requested in the initial proposal is that they are usually inserted in the annual 
reports. 
The idea of requesting the reports on the immediate standing of the business is 
unacceptable because such a tough measure is not included in the original 
directive (80/390/EEC) and therefore does not fit in well with the new directive, 
which tries to simplify the existing requirements. 
COMMISSION 
Amended proposal for a European Parliament and Council Directive amending 
Directive 80/390/EEC coordinating the requirements for the drawing up, scrutiny 
and distribution of the listing particulars to be published for the admission of 
securities to ofiicial stock exchange listing, with regard to the obligation to publish 
listing particulars 
INITIAL PROPOSAL AMENDED PROPOSAL 
THE COUNCIL OF THE EUROPEAN 
COMMUNITIES, THE EUROPEAN PARLIAMENT AND 
THE COUNCIL OF THE EUROPEAN 
UNION. 
Having regard to the Treaty establishing Having regard to the Treaty establishing 
the European Economic Community , and the European Community, and in 
in particular Article 54 thereof particular Article 54 thereof 
Having regard to the proposal of the 
Commission, 
In cooperation with the European 
Parliament, 
Having regard to the opinion of the 
Economic and Social Committee, Unchanged 
Deleted 
Unchanged 
Recital 12 
Whereas Member States may find it useful 
to set an objective minimum quantitative 
threshold, such as the current equity 
market capitalization, which issuers must 
meet in order to become eligible to benefit 
from Article 6 of'Directive 80/390/EEC; Deleted 
HAS ADOPTED THIS DIRECTIVE HAVE ADOPTED THIS DIRECTIVE : 
INITIAL PROPOSAL AMENDED PROPOSAL c 
Article 1(1) 4(d)(i) fourth indent 
- a declaration by the persons responsible 
for the information given in accordance 
with the preceding indents that such 
information is in accordance with the facts 
and contains no omissions likely to affect 
the import of the document; Article 1(1) 4(d)(i) fourth indent 
- a declaration by the persons responsible 
for the information given in accordance 
with the preceding indents that such 
information is in accordance with the facts 
and contain no omissions which, viewed 
objectively, are likely to affect the import 
of the documents; 
Article 1(1) 4(d)(iv) - (new) Article 1(1) 4(d)(iv) - (new) 
any reports concerning the last published 
annual accounts by the official auditors 
required by the national law of the 
Member State within the territory of 
which the issuer's registered office is 
situated. 
Signatures 
Done in Brussels, 
For the Council, 
the President Signatures 
Done in Brussels, 
For the European Parliament. 
the President 
For the Council, 
the President 
ISSN 0254-1475 
COM (94) 33 final 
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