31. 12. 85 Official Journal of the European Communities No C 351/35 
Proposal for a Council Directive on information to be published when major holdings in the 
capital of a listed company are acquired or disposed of 
COM(85) 791 final 
(85/C 351/12) 
THE COUNCIL OF THE EUROPEAN COMMUNITIES, 
Having regard to the Treaty establishing the European 
Economic Community, and in particular Article 54 (3) (g) 
thereof, 
Having regard to the proposal from the Commission, 
Having regard to the opinion of the European Parliament, 
Having regard to the opinion of the Economic and Social 
Committee, 
Whereas a policy in the securities field aimed at keeping 
investors properly informed is likely to enhance investor 
protection, to increase investor confidence in securities 
markets and thus to ensure that securities markets function 
correctly; 
Whereas coordination of that policy at Community level, 
by making such protection more equal, is likely to make for 
greater interpenetration of Member States' securities 
markets and therefore help to establish a true European 
capital market; 
Whereas to that end investors should be informed of 
changes in major holdings in the capital of Community 
companies whose shares are officially listed on a stock 
exchange situated or operating within the Community; 
Whereas it is to achieve that objective that Schedule C, 
point 5 (c) of Council Directive 79/279/EEC of 
5 March 1979 coordinating the conditions for the admis­
sion of securities to official stock exchange listing (*) 
stipulates that a company whose shares are officially listed 
on a Community stock exchange must inform the public of 
any changes in the structure (shareholders and breakdown 
of holdings) of the major holdings in its capital as 
compared with information previously published on that 
subject as soon as such changes come to its notice; 
Whereas if that requirement is to be applied in an effective 
manner coordinated rules should be laid down concerning 
its detailed content and the procedure for its application; 
Whereas companies whose shares are officially listed on a 
Community stock exchange can inform the public of 
changes in the structure of the major holdings in their 
capital only if they have been informed of such changes; 
(]) OJ No L 66, 16. 3. 1979, p. 21. Whereas most Member States do not require investors to 
inform companies of acquisitions or disposals made by 
them of major holdings in the capital of such companies; 
whereas there are appreciable differences between the 
Member States in which there is such a requirement; 
Whereas coordinated rules should therefore be adopted at 
Community level in this field, 
HAS ADOPTED THIS DIRECTIVE: 
Article 1 
1. This Directive shall apply to persons who acquire or 
dispose of major holdings, as defined in Article 3, in the 
subscribed capital of a company which is incorporated in a 
Member State and whose shares are officially listed on a 
stock exchange situated or operating within a Member 
State. 
2. Where the acquisition or disposal of major holdings is 
carried out by means of certificates representing shares, this 
Directive shall apply to the bearers of those certificates, and 
not to the issuer. 
Article 2 
Member States may subject the persons and companies 
respectively referred to in Articles 1 and 8 to stricter 
requirements than those provided for by this Directive, or 
to additional requirements, provided that they are 
generally applicable. 
Article 3 
Where a person acquires or disposes of shares in a company 
as referred to in Article 1 and where, following that 
acquisition or disposal, the percentage of subscribed capital 
held by that person in that company reaches or exceeds the 
thresholds of 10 %, 20 %, 33.33 %, 50 %, 66.66 % or 
90 % of the subscribed capital or goes below those 
thresholds, he shall notify the company within seven 
calendar days of the percentage of subscribed capital he 
holds following that acquisition or disposal. 
Article 4 
1. In order to assess whether a person acquiring or 
disposing of holdings is required to make the declaration 
provided for in Article 3, account shall be taken of shares 
held by other persons in their own name but on behalf of 
the person acquiring or disposing of the holdings. 
2. Where the person acquiring or disposing of holdings 
is an undertaking, shares held by a subsidiary or shares held 
No C 351/36 Official Journal of the European Communities 31. 12. 85 
by other persons in their own name but on behalf of a 
subsidiary shall also be deemed to belong to the person 
acquiring or disposing of the holdings. 
Article 5 
1. For the purpose of this Directive, 'subsidiary' means 
any undertaking in which another undertaking: 
(a) has a majority of the shareholders' or members' voting 
rights; or 
(b) has the right to appoint or remove a majority of the 
members of the administrative, management or 
supervisory body and is at the same time a shareholder 
or member; or 
(c) is a shareholder or member and controls alone a 
majority of the shareholders' or members' voting rights 
pursuant to an agreement entered into with other 
shareholders or members of the undertaking (sub­
sidiary). 
2. For the purposes of paragraph 1, the parent 
undertaking's rights as regards voting, appointment and 
removal shall have added to them the rights of any other 
subsidiary and those of persons acting in their own name 
but on behalf of the parent undertaking or any other 
subsidiary. 
Article 6 
1. For the purposes of Article 3, where persons act in 
concert, the holdings of each one of such persons shall be 
added together. In this case, the obligation to make the 
declaration provided for in Article 3 shall fall upon each 
one of them. This declaration shall indicate the percentage 
of subscribed capital held by the person making the 
declaration and the percentages of such capital held by the 
persons with whom he is acting in concert. 
2. 'Persons acting in concert' means persons who have 
concluded an agreement which may lead to their adopting a 
common policy in respect of a company. 
Article 7 
Member States may exempt acquisitions or disposals of 
major holdings made by a market maker in the pursuit of 
his activity from the declaration provided for in Article 3. 
Article 8 
1. A company which has received the declaration 
referred to in Article 3 shall in turn notify it to the public in 
each of the Member States in which its shares are officially 
listed on a stock exchange not later than seven calender 
days following receipt of that information 2. Should the percentage of subscribed capital held by 
the person making the declaration provided for in Article 3 
differ from the percentage of voting rights actually held by 
that person, the company which has received the declar­
ation shall notify the public of both percentages. 
3. The information shall be made available to the public 
in accordance with the rules of Article 17 of Directive 79/ 
279/EEC. 
Article 9 
The competent authorities referred to in Article 10 may 
exempt the persons and companies respectively referred to 
in Articles 1 and 8 from the requirement to notify, as 
defined in Articles 3 and 8 respectively, where those 
authorities consider that the disclosure of such information 
would be against the public interest or would seriously 
harm those persons or companies, provided that the 
absence of such notification would not mislead the public 
in its assessment of the shares concerned. 
Article 10 
1. Member States shall designate the competent au­
thority or authorities and shall inform the Commission 
accordingly, specifying any division of duties between 
those authorities. They shall, moreover, ensure that this 
Directive is applied. 
2. Member States shall ensure that the competent 
authorities have such powers as may be necessary for the 
exercise of their duties. 
3. The competent authorities in the Member States shall 
cooperate wherever necessary for the purpose of carrying 
out their duties and shall exchange any information 
required for that purpose. 
Article 11 
The Contact Committee set up by Article 20 of Directive 
79/279/EEC shall also have as its function: 
(a) to permit regular consultations on any practical 
problems which arise from the application of this 
Directive and on which exchanges of view are deemed 
useful; 
(b) to facilitate consultations between Member States on 
the stricter or additional requirements which they may 
lay down in accordance with Article 2, so that the 
requirements imposed in all the Member States may 
finally be brought into line, in accordance with 
Article 54 (3) (g) of the Treaty; 
(c) to advise the Commission, if necessary, on any 
additions or amendments to be made to this Directive. 
Article 12 
1. Member States shall take the measures necessary to 
comply with this Directive not later than 1 January 1991. 
They shall forthwith inform the Commission thereof. 
31. 12. 85 Official Journal of the European Communities No C 351/37 
2. Member States shall communicate to the Commis­
sion the provisions of national law which they adopt in the 
field governed by this Directive. 
THE COUNCIL OF THE EUROPEAN COMMUNITIES, 
Having regard to the Treaty establishing the European 
Economic Community, and in particular Article 235 
thereof, 
Having regard to the proposal from the Commission, 
Having regard to the opinion of the European Parliament, 
Having regard to the opinion of the Economic and Social 
Committee, 
Whereas economic, social and cultural considerations 
require that the Community should have a healthy audio­
visual industry; 
Whereas demand from the audio-visual media for non-
documentary programmes is already on the increase and is 
likely to increase even further; whereas the opportunities 
created by the expansion of the audio-visual media can best 
be exploited by promoting and developing the European 
programme industry to make it stronger and more 
competitive; 
Whereas a first step in this process would be to increase the 
number of mass-audience cinema and television co-
productions involving nationals of more than one Member 
State, including Member States whose audio-visual output 
is comparatively small; 
Whereas the financing of international co-productions is a 
high-risk undertaking which may be beyond the capacity of 
the partners involved; 
Whereas since co-productions are an effective element of a 
more positive trend, those meeting various specific criteria 
should be given Community aid to supplement national 
contributions; 
Whereas such aid is necessary to attain a number of 
Community objectives in the context of the operation of the 
common market; whereas the Treaty has not provided the 
necessary powers; 
Whereas Community aid should not be such as to affect its 
compatibility with the EEC Treaty rules on competition, 
the free movement of workers or freedom to provide 
services, 
(!) OJ No C 125, 22. 5. 1985. p. 13. Article 13 
This Directive is addressed to the Member States. 
HAS ADOPTED THIS REGULATION: 
Article 1 
A Community aid system for non-documentary cinema and 
television co-productions is hereby established. 
Aid shall be directed to the promotion and development of 
the European audio-visual programme industry to enable it 
to meet the growing demand for high-quality material 
attractive to a mass audience. 
One of the objectives of the aid scheme shall be to foster co-
productions involving partners from Community countries 
whose output of cinema and/or television productions is 
small in comparison to that of other Community countries 
because of the structural weaknesses of their audio-visual 
industry and/or the limited area in which their language is 
spoken. 
Article 2 
The following shall be eligible for aid: 
— natural or legal persons subject to the public or private 
law of a Member State of the Community and engaged 
in the production of cinema films and/or television 
programmes, 
— cinema or television directors who are nationals of a 
Member State of the Community. 
Article 3 
1. Co-productions involving at least three partners from 
three different Member States of the Community shall 
qualify for aid. 
As an exception, aid may also be granted to co-productions 
involving only two partners from two countries of the 
Community, provided that the language of the countries in 
question is not the same. 
2. A co-production shall not qualify for aid unless 
arrangements for its production comply with the Treaty 
rules on competition. 
3. The co-production partners shall designate one of 
their number to assume responsibility for administration of 
the aid and its repayment in accordance with the provisions 
of Article 6 and 7. 
The Community, represented by the Commission, shall 
conclude with the person so designated a contract jointly 
and several binding all the co-production partners, 
hereinafter referred to as 'contract beneficiaries'. Amended proposal for a Council Regulation (EEC) on a Community aid scheme for non-
documentary cinema and television co-productions (2) 
COM(85) 800 final 
(85/C 351/13)