31. 12.80 Official Journal of the European Communities No C 355/39 
INITIAL PROPOSAL NEW PROPOSAL 
subparagraphs (a) and (b), limit or prohibit termi­
nation of the contract by the insurer. 
Ankles 11 and 12 
(unchanged). 
Article 13 Article 13 
Member States shall bring into force the measures 
necessary to comply with this Directive within 18 
months of its notification. They shall forthwith 
inform the Commission thereof. Member States shall bring iruo force the measures, 
necessary to comply with this Directive before 1 July 
1983. They shall inform the Commission thereof 
immediately. 
Articles 14 and 15 
(unchanged). 
Proposal for a Council Directive coordinating the requirements for the drawing up, 
scrutiny and distribution of the prospectus to be published when securities are offered for 
subscription or sale to the public 
(Submitted to the Council by the Commission on 13 January 1981) 
THE COUNCIL OF THE EUROPEAN 
COMMUNITIES, 
Having regard to the Treaty establishing the 
European Economic Community, and in particular 
Articles 54 (3) (g) and 100 thereof, 
Having regard to the proposal from the Commission, 
Having regard to the opinion of the European Par­
liament, 
Having regard to the opinion of the Economic and 
Social Committee, 
Whereas investment in securities, like any other form 
of investment, involves risks, and the protection of 
investors requires that they be put in a position to 
make a correct assessment of such risks so as to be 
able to take investment decisions in full knowledge of 
the facts; 
Whereas the provision of adequate and complete 
information concerning securities and the issuers of securities promotes the protection of investors by 
allowing the latter to evaluate the risks undertaken 
and to take decisions on their own responsibility; 
Whereas, moreover, such information represents an 
effective means of reinforcing confidence in securities 
and thus contributes to the correct functioning of 
securities markets and to encouraging their 
development; 
Whereas it is accordingly appropriate to establish an 
information policy relating to securities at 
Community level, and whereas such an information 
policy, by virtue of the safeguards that it provides to 
investors and its impact on the correct functioning of 
securities markets, is of such a nature as to promote 
the interpenetration of national securities markets and 
thus to contribute to the creation of a genuine 
European capital market; 
Whereas the Council Directive 80/390/EEC of 17 
March 1980 coordinating the requirements for the 
drawing up, scrutiny and distribution of the listing 
particulars to be published for the admission of 
No C 355/40 Official Journal of the European Communities 31. 12.80 
securities to official stock exchange listing (') 
represents an important step in the implementation of 
such an information policy at. Community level; 
whereas that Directive coordinates the information to 
be published when securities are admitted to stock 
exchange listing concerning the securities offered and 
the issuers of such securities, so as to allow investors 
to make an informed assessment of the assets and 
liabilities, financial position, profits and losses and 
prospects of the issuer and of the rights attaching to 
such securities; 
Whereas such an information policy also requires that 
when securities are offered for subscription or sale to 
the public, whether or not they are subsequently 
admitted to stock exchange listing, similar infor­
mation should be made available to investors in the 
form of a prospectus; whereas a coordination of the 
content of this prospectus is also required in order to 
achieve equivalence with safeguards available to 
investors in the various Member States and to 
encourage the interpenetration of national securities 
markets; whereas such coordination is all the more 
necessary in view of the fact that the public offer 
prospectus can also be used, in accordance with the 
conditions laid down by Council Directive 80/390/ 
EEC, as stock exchange listing particulars if it 
contains equivalent information to that required by 
that Directive; whereas it is therefore appropriate to 
simplify the task of issuers which subsequently apply 
for the admission of their securities to a Community 
stock exchange, and to ensure that the content of the 
public offer prospectus should be equivalent to that of 
the listing particulars in all the Member States; 
Whereas such coordination must apply to securities 
independently of the legal status of the issuing under­
taking, and accordingly, in so far as this Directive 
applies to entities to which no reference is made in 
the second paragraph of Article 58 of the Treaty and 
goes beyond the scope of Article 54 (3) (g), it must be 
based also on Article 100; 
HAS ADOPTED THIS DIRECTIVE: 
SECTION I 
General provisions 
Article 1 
1. This Directive shall apply to securities which are 
offered for subscription or sale to the public within a 
(')OJNoL 100, 17.4. 1980, p. 1. Member State provided that the securities are not 
admitted to official listing on a stock exchange 
situated or operating in that Member State. 
2. For the purposes of applying this Directive, 
securities shall be considered to be offered for sub­
scription or sale to the public where the offer is not 
addressed exclusively to a restricted circle of persons. 
The Member States shall determine what is meant by 
'restricted circle of persons' having regard to the 
number of persons to whom the offer is addressed 
and, if appropriate, having regard also to their nature, 
to the amount of the offer, and to the means of 
publicity used for making the offer. 
Article 2 
This Directive shall not apply to: 
(a) units issued by collective investment undertakings 
other than the closed-end type; or 
(b) securities issued by a State or by its regional or 
local authorities; or 
(c) securities issued in connection with a takeover 
offer; or 
(d) securities issued in connection with a merger 
involving the acquisition of another company or 
the formation of a new company, the division of 
company, the transfer of all or part of an under­
taking's assets and liabilities or as consideration 
for the transfer of assets other than cash; or 
(e) shares allotted free of charge to holders of shares; 
or 
(f) shares issued in substitution for shares if the 
issuing of such new shares does not involve any 
increase in the company's issued share capital; or 
(g) shares allotted directly or indirectly to employees 
or to Trustees holding them on behalf of 
employees. 
Article 3 
For the purposes of applying this Directive: 
(a) 'collective investment undertakings other than the 
closed-end type' shall mean unit trusts and 
investment companies: 
31. 12.80 Official Journal of the European Communities No C 355/41 
— the object of which is the collective investment 
of capital provided by the public, and which 
operate on the principle of risk spreading; and 
— the units of which are, at the holders' request, 
purchased or redeemed, directly or indirectly, 
out of the assets of these undertakings. Action 
taken by such undertakings to ensure that the 
stock exchange value of their units does not 
significantly vary from their net asset value 
shall be regarded as equivalent to such 
repurchase or redemption; 
(b) 'units of a collective investment undertaking' shall 
mean securities issued by a collective investment 
undertaking as representing the rights of parti-. 
cipants in the assets of such an undertaking; 
(c) 'issuers' shall mean companies and other legal 
persons and any undertakings whose securities 
are offered for subscription or sale to the public; 
(d) 'net turnover' shall comprise the amounts derived 
from the sale of products and the provision of 
services falling within the undertaking's ordinary 
activities, after deduction of sales rebates and of 
value added tax and other taxes linked directly to 
the turnover; 
(e) 'credit institution' shall mean an undertaking 
whose business is to receive deposits or other 
repayable funds from the public and to grant 
credits for its own account; 
(f) 'participating interests' shall mean rights in the 
capital of other undertakings, whether or not 
represented by certificates, which, by creating a 
durable link with those undertakings, are 
intended to contribute to the activities of the 
. undertaking which holds these rights; 
(g) 'annual accounts' shall comprise the balance 
sheet, the profit and loss account and the notes 
on the accounts. These documents shall constitute 
a composite whole. 
Article 4 
Member States shall ensure that an offer for sub­
scription or sale of securities to the public within their 
territories is conditional upon the publication of a 
prospectus. 
The obligation to publish is incumbent upon the 
person making the public offer or on whose behalf 
the public offer is made. Article 5 
1. The prospectus shall contain the information 
which, according to the particular nature of the issuer 
of securities offered for subscription or sale to the 
.public, and particulars of these securities, is necessary 
to enable investors and their investment advisers to 
make an informed assessment of the assets and 
liabilities, financial position, profits and losses, and 
prospects of the issuer and of the rights attaching to 
the securities. 
2. Member States shall ensure that the obligation 
to supply the information referred to in paragraph 1 
is incumbent upon the persons responsible for the 
prospectus as provided for in heading 1.1 of 
Schedules A and B annexed hereto. 
Article 6 
1. Without prejudice to the obligation referred to 
in Article 5, Member States shall ensure that, subject 
to the possibility for exemptions provided for in 
Articles 7 and 8, prospectuses contain, in as easily 
analysable and comprehensible a form as possible, at 
least the items of information provided for in 
Schedules A, B or C, depending on whether shares, 
debt securities or certificates representing shares are 
involved. 
2. In the specific cases covered by Articles 9 to 16 
the prospectus is to be drawn up in accordance with 
the specifications given in those Articles, subject to 
the possibilities for exemptions provided for in 
Articles 7 and 8. 
3. Where certain headings in Schedules A, B and C 
appear inappropriate to the issuer's sphere of activity 
or legal form, a prospectus giving equivalent infor­
mation shall be drawn up by adapting these headings. 
Article 7 
Member States may allow the authorities responsible 
for checking the prospectus within the meaning of 
this Directive (hereinafter referred to as 'the 
competent authorities') to provide for partial or 
complete exemption from the obligation to publish a 
prospectus in the following cases: 
1. where the securities are not offered by the issuer 
or by financial intermediaries; 
2. where the securities offered are: 
No C 355/42 Official Journal of the European Communities 31. 12. 80 
(a) shares resulting from the conversion of 
convertible debt securities or shares created 
after an exchange for exchangeable debt 
securities; or 
(b) shares resulting from the exercise of the rights 
conferred by warrants; 
and, where appropriate, the information provided 
for in Chapter 2 of Schedule A is published in 
accordance with Article 19 and Article 20 (1); 
3. where the securities offered are: 
(a) shares of which either the number or the 
nominal value or, in the absence of a nominal 
value, the accounting par value, amounts to 
less than 10 % of the number or of the 
corresponding value of shares of the same class 
as have already been offered to the public in 
the Member State where the offer is made, 
and of which the nominal value, or in the 
absence of a nominal value, the accounting par 
value, is in any event less than 25 000 UA; 
(b) debt securities issued by companies and other 
legal persons which are nationals of a Member 
State and which 
— in carrying on their business, benefit from 
State monopolies, and 
— are set up or governed by a special law or 
pursuant to such a law or whose 
borrowings are unconditionally and ir­
revocably guaranteed by a Member State 
or one of a Member State's federated 
States; or 
(c) debt securities issued by legal persons, other 
than companies, which are nationals of a 
Member State and 
— are set up by special law, and 
— the activities of which are governed by that 
law and consist solely in: 
(i) raising funds under State control 
through the issue of debt securities, 
and 
(ii) financing production by means of the 
resources which they have raised and 
> resources provided by a Member State, 
and 
— the debt securities of which are, for the 
purposes of admission to official listing, 
considered as debt securities issued or 
guaranteed by the State; or (d) supplementary certificates representing shares 
issued in exchange for the original securities, 
where the issuing of such new certificates has 
not brought about any increase in the 
company's issued share capital, provided that a 
document which the competent authorities 
consider to contain equivalent information to 
that contained in the prospectus required by 
this Directive and relating to the certificates 
representing such shares has already been 
published in the same Member State as that in 
which the offer to the public is made; 
and where 
— in all the cases referred to in the points 
mentioned above information concerning the 
number and type of securities to be offered and 
the circumstances in which such securities have 
been issued has been published in accordance 
with Article 19 and Article 20 (1). 
Article 8 
1. The competent authorities may authorize 
omission from the prospectus of certain information 
provided for by this Directive if they consider that: 
(a) such information is of minor importance only and 
is not such as will influence assessment of the 
assets and liabilities, financial position, profits and 
losses and prospects of the issuer; or 
(b) disclosure of such information would be contrary 
to the public interest or seriously detrimental to 
the issuer, provided that, in the latter case, such 
omission would not be likely to mislead the public 
with regard to facts and circumstances, 
knowledge of which is essential for the 
assessment of the securities in question. 
2. Where the person making the offer is a person 
other than the issuer or a person acting on his behalf, 
the competent authorities may authorize omission 
from the prospectus of certain information which 
would not normally be in his possession. 
SECTION II 
Contents of die prospectus in certain specific cases 
Article 9 
1. Where the offer relates to shares offered to 
shareholders of the issuer on a preemptive basis, the 
31. 12.80 Official Journal of the European Communities No C 355/43 
competent authorities may provide that the prospectus 
shall contain only the information provided for by 
Schedule A: 
— in Chapter 1; 
— in Chapter 2; 
— in Chapter 3, headings 3.1.0, 3.1.5, 3.2.0, 3.2.1, 
3.2.6, 3.2.7, 3.2.8, and 3.2.9; 
— in Chapter 4, headings 4.2, 4.4, 4.5, 4.7.1, and 
4.7.2; 
— in Chapter 5, headings 5.1.4, 5.1.5, and 5.5; 
— in Chapter 6, headings 6.1, 6.2.0, 6.2.1, 6.2.2, 
6.2.3; and 
— in Chapter 7. 
Where the shares referred to in the first subparagraph 
are represented by certificates, the prospectus shall 
contain, at least, subject to Article 15 (2) and (3), in 
addition to the information mentioned in that sub­
paragraph, that provided for in Schedule C: 
— in Chapter 1, headings 1.1, 1.3, 1.4, 1.6, and 1.8; 
and 
— in Chapter 2. 
2. Where the offer relates to convertible debt 
securities, exchangeable debt securities or debt 
securities with warrants which are offered on a pre­
emptive basis to the shareholders of the issuer, the 
competent authorities may provide that the prospectus 
shall contain only: 
— information concerning the nature of the shares 
offered by way of conversion, exchange or sub­
scription and the rights attaching thereto; 
— the information provided for in Schedule A and 
mentioned above in the first subparagraph of 
paragraph 1, except for that provided for in 
Chapter 2 of that Schedule; 
— the information provided for in Chapter 2 of 
Schedule B; and 
— the conditions of and procedures for conversion, 
exchange and subscription and the situations in 
which they may be amended. 
3. The annual accounts for the latest financial year 
must be published and be made permanently available 
to the public in the same way as the prospectus 
referred to in paragraphs 1 and 2. 
4. Where the issuer prepares both own and 
consolidated annual accounts, both sets of accounts 
must be published and be made permanently available 
to the public. However, the competent authorities 
may allow the issuer to publish and make permanently available to the public either the own or 
the consolidated accounts alone, provided that the 
accounts not published and made permanently 
available to the public furnish to material additional 
information. 
Article 10 
1. Where the offer relates to debt securities which 
are neither convertible, exchangeable, nor 
accompanied by warrants and are issued by an under­
taking which has securities listed on a stock exchange 
situated or operating in the Member State where the 
offer is made, the competent authorities may provide 
that the prospectus shall contain only the information 
provided for by Schedule B: 
— in Chapter 1; 
— in Chapter 2; 
— in Chapter 3, headings 3.1.0, 3.1.5, 3.2.0, and 
3.2.2; 
— in Chapter 4, heading 4.3; 
— in Chapter 5, headings 5.1.2, 5.1.3, 5.1.4 and 5.4; 
— in Chapter 6; and 
— in Chapter 7. 
2. The annual accounts for the latest financial year 
must be published and be made permanently available 
to the public in the same way as the prospectus 
referred to in paragraph 1. 
3. Where the issuer prepares both own and 
consolidated annual accounts, both sets of accounts 
must be published and be made permanently available 
to the public. However, the competent authorities 
may allow the issuer to publish and make 
permanently available to the public either the own or 
the consolidated accounts alone, provided that the 
accounts not published and made permanently 
available to the public furnish no material additional 
information. 
Article 11 
1. Where the offer relates to securities issued by 
financial institutions, the prospectus must contain: 
— at least the information specified in Chapters 1, 2, 
3, 5 and 6 of Schedules A or B, according to 
whether the issue is of shares or debt securities, 
and 
— information adapted, in accordance with the rules 
laid for that purpose by national law or by the 
No C 355/44 Official Journal of the European Communities 31. 12.80 
competent authorities, to the particular nature of 
the issuer of the securities in question and at least 
equivalent to that specified in Chapters 4 and 7 of 
Schedules A or B. 
2. Member States shall determine the financial 
institutions to be covered by this Article. 
3. The arrangements laid down by this Article may 
be extended to: 
— collective investment undertakings whose units are 
not excluded from the scope of this Directive by 
Article 2 (a), 
— finance companies engaging in no activity other 
than raising capital to make it available to their 
parent company or to undertakings affiliated to 
that company; and 
— companies holding portfolios of securities, licences 
or patents and engaging in no activity other than 
the management of such portfolios. 
Article 12 
1. Where the offer relates to debt securities issued 
in a continuous or repeated manner by credit 
institutions which regularly publish their annual 
accounts and which, within the Community, are set 
up or governed by a special law, or pursuant to such 
a law, or are subject to public supervision designed to 
protect savings, the Member States may provide that 
the prospectus shall contain only: 
— the information provided for in heading 1.1 and 
Chapter 2 of Schedule B; and 
— information concerning any events of importance 
for the assessment of the securities in question 
which have occurred since the end of the financial 
year in respect of which the last annual accounts 
were published. Such accounts must be made 
available to the public at the issuer's offices and at 
those of the financial organizations retained to act 
as the latter's paying agents. 
2. Where the debt securities referred to in 
paragraph 1 are issued at very short intervals, the 
Member States may provide that the prospectus shall 
only contain information on the characteristics of 
such debt securities. 
Article 13 
1. Where the offer relates to debt securities 
guaranteed by a legal person, the prospectus must 
include: — with respect to the issuer, the information 
provided for in Schedule B; and 
— with respect to the guarantor, the information 
provided for in heading 1.3 and Chapters 3 to 7 
of that Schedule. 
Where the issuer or guarantor is a financial 
institution, the part of the prospectus relating to that 
financial institution shall be drawn up in accordance 
with Article 11. 
2. When the issuer of the guaranteed debt 
securities is a finance company within the meaning of 
Article 11 (3), the prospectus must include: 
— with respect to the issuer, the information 
provided for in Chapters 1, 2 and 3 and in 
headings 5.1.0 to 5.1.5 and 6.1 of Schedule B; and 
— with respect to the guarantor, that provided for in 
heading 1.3 and Chapters 3 to 7 of that Schedule. 
3. Where there is more than one guarantor, the 
information specified shall be required of each one; 
however, the competent authorities may allow 
abridgement of this information with a view to 
achieving greater comprehensibility of the prospectus. 
4. The guarantee contract must, in the cases 
referred to in paragraphs 1, 2 and 3, be made 
available for inspection by the public at the offices of 
the issuer and at those of the financial organizations 
retained to act as the latter's paying agents. Copies of 
the contract shall be provided to any person 
concerned on request. 
Article 14 
1. Where the offer relates to convertible debt 
securities, exchangeable debt securities or debt 
securities with warrants, the prospectus must include: 
— information concerning the nature of the shares 
offered by way of conversion, exchange or sub­
scription, and the rights attaching thereto; 
— the information provided for in heading 1.3 and 
Chapters 3 to 7 of Schedule A, 
— the information provided for in Chapter 2 of 
Schedule B; and 
— the conditions of and procedures for conversion, 
exchange or subscription and details of the 
situations in which they may be amended. 
2. When the issuer of the convertible debt 
securities, the exchangeable debt securities or the debt 
securities with warrants is not the issuer of the shares, 
the prospectus must include: 
31. 12. 80 Official Journal of the 
— information concerning the nature of the shares 
offered by way of conversion, exchange or sub­
scription and the rights attaching thereto; and 
— in respect of the issuer of the securities, the infor­
mation provided for in Schedule B; 
— in respect of the issuer of the shares, that provided 
for in heading 1.3 and Chapters 3 to 7 of 
Schedule A; and 
— the conditions of and procedures for conversion, 
exchange or subscription and details of the 
situations in which they may be amended. 
However, where the issuer of the debt securities is a 
finance company within the meaning of Article 11 
(3), the prospectus need contain, in relation to that 
company, only the information provided for in 
Chapters 1, 2 and 3 and headings 5.1.0 to 5.1.5 and 
6.1 of Schedule B. 
Article 15 
1. Where the offer relates to certificates 
representing shares, the prospectus must contain the 
information, as regards certificates, provided for in 
Schedule C and the information, as regards the shares 
represented, provided for in Schedule A. 
2. However, the competent authorities may relieve 
the issuer of the certificates of the requirement to 
publish details of its own financial position, when the 
issuer is: 
— a credit institution which is a national of a 
Member State and is set up or governed by a 
special law or pursuant to such law or is subject to 
public supervision designed to protect savings; or 
— a subsidiary 95 % or more of which is owned by a 
credit institution within the meaning of the 
preceding indent, the commitments of which 
towards the holders of certificates are 
unconditionally guaranteed by that credit 
institution and which is subject, de jure or de facto, 
to the same supervision; or 
— an 'Administratiekantoor' in the Netherlands 
governed, for the safe custody of the original 
securities, by special regulations laid down by the 
competent authorities. 
3. In the case of certificates issued by a securities 
transfer organization or by an auxiliary institution set 
up by such organization, the competent authorities 
may dispense with the publication of the information 
provided for in Chapter 1 of Schedule C. European Communities No C 355/45 
Article 16 
1. Where the offer relates to debt securities which 
benefit, as regards both repayment of the loan and 
the payment of interest, from the unconditional and 
irrevocable guarantee of a State or of one of a State's 
federated States, national legislation or the competent 
authorities may authorize the abridgement of the 
information provided for in Chapters 3 and 5 of 
Schedule B. 
2. The possibility of abridgement provided for in 
paragraph 1 may also be applied to companies set up 
or governed by a special law or pursuant to such law 
which have the power to levy charges on their 
consumers. 
SECTION III 
Arrangements for the scrutiny and publication of the 
prospectus 
Article 17 
1. Member States shall appoint one or more 
competent authorities and shall notify the 
Commission of the appointments of such authorities, 
giving details of any division of powers among them. 
Member States shall also ensure that this Directive is 
applied. 
2. No prospectus may be published until it has 
been approved by the competent authorities. 
3. Tffe competent authorities shall approve the 
publication of the prospectus only if they are of the 
opinion that it satisfies all the requirements set out in 
this Directive. 
Member States shall ensure that the competent auth­
orities have the powers necessary for them to carry 
out their task. 
4. This Directive shall not affect the competent 
authorities' liability, which shall continue to be 
governed solely by the national law. 
Article 18 
The competent authorities shall decide whether to 
accept the audit report of the official auditor 
provided for in heading 1.3 of Schedules A and B or, 
if necessary, to require an additional report. 
No C 355/46 Official Journal of the European Communities 31. 12.80 
The requirement for the additional report must be the 
outcome of an examination of each case on its merits. 
At the request of the official auditor and/or of the 
issuer, the competent authorities must disclose to 
them the reasons justifying this requirement. 
Article 19 
The prospectus must be published and be made 
permanently available to the public in accordance 
with conditions laid down by the Member State in 
which the offer to the public is made. 
Article 20 
1. The prospectus must be published no later than 
the time of opening of the offer. 
Moreover, where the offer is preceded by trading of 
the preemptive subscription rights, the prospectus 
must be published within a reasonable period, to be 
laid down by the competent authorities, before such 
trading starts. 
2. In exceptional, properly justified cases, the 
competent authorities may allow the postponement of 
the publication of the prospectus until after the date 
of the opening of trading in preemptive subscription 
rights. 
Article 21 
Where a prospectus is, or will be, published in 
accordance with Articles 1 and 4, the notices, bills, 
posters and documents announcing the offer and 
indicating the essential characteristics of the 
securities, and all other documents relating to the 
offer and intended for publication by or on behalf of 
the person responsible for the prospectus, must first 
be communicated to the competent authorities. The 
latter shall decide whether they should be submitted 
to scrutiny before publication. 
The abovementioned documents and also the 
application form must state that the prospectus exists 
and indicate where it is being, or will be published in 
accordance with Article 19. 
Article 22 
Every significant new factor capable of affecting 
assessment of the securities which arises between the 
time when the prospectus is adopted and the time when the offer is closed shall be covered by a 
supplement to the prospectus, scrutinized in the same 
way as the latter and published in accordance with 
procedures to be laid down by the competent auth­
orities. 
SECTION IV 
Cooperation between the Member States 
Article 23 
1. Where offers of the same securities are made 
simultaneously, or within short intervals of one 
another within several Member States, the competent 
authorities shall exchange information and use their 
best endeavours to achieve maximum coordination of 
their requirements concerning the prospectus, to 
avoid a multiplicity of formalities and to agree to a 
single text requiring at the most translation, where 
appropriate, and the issue of supplements as necessary 
to meet the individual requirements of each Member 
State concerned. 
2. Where an offer is made in a Member State of 
securities which have been offered in another 
Member State less than six months previously, the 
competent authorities of the former Member State 
shall contact the competent authorities of the latter 
and shall, as far as possible, exempt the issuer of 
those securities from the preparation of a new pros­
pectus, subject to any need for updating, translation 
or the issue of supplements in accordance with the 
individual requirements of the Member State 
concerned. 
Article 24 
1. Member States shall provide that all persons 
employed or formerly employed by the competent 
authorities shall be bound by professional secrecy. 
This means that any confidential information received 
in the course of their duties may not be divulged to 
any person or authority except by virtue of provisions 
laid down by law. 
2. Paragraph 1 shall not, however, preclude the 
competent authorities of the various Member States 
from exchanging information as provided for in this 
Directive. Information thus exchanged shall be 
covered by the obligation of professional secrecy to 
which the persons employed or formerly employed by 
the competent authorities receiving the information 
are subject. 
31. 12.80 Official Journal of the European Communities No C 355/47 
SECTION V 
Contact Committee 
Article 25 
1. The Contact Committee set up by Article 20 of 
Council Directive 79/279/EEC of 5 March 1979 
coordinating the conditions for the admission of 
securities to official stock exchange listing ('), shall 
also have as its function: 
(a) without prejudice to Articles 169 and 170 of the 
EEC Treaty to facilitate the harmonized 
implementation of this Directive through regular 
consultations on any practical-problems arising 
from its application on which exchanges of views 
are deemed useful; 
(b) to facilitate consultation between the Member 
States On the supplements and improvements to 
the prospectus which the competent authorities 
are entitled to require or recommend at national 
level; 
(c) to advise the Commission, if necessary, on any 
additions or amendments to be made to this 
Directive or on any adaptation to be made in 
accordance with Article 26. 
2. It shall not be the function of the Contact 
Committee to appraise the merits of decisions taken 
by the competent authorities in individual cases. 
Article 26 
1. For the purpose of adjusting, in the light of 
economic requirements, the amount referred to in 
Article 7 (3) (a), the Commission shall submit to the 
Committee a draft of the measures to be taken. The 
Committee shall deliver its opinion within the period 
laid down by its chairman. Its decisions shall require 41 votes in favour, the votes of the Member States 
being weighted as provided for in Article 148 (2) of 
the Treaty. 
2. When the Committee has delivered an opinion 
in favour of the draft of the measures envisaged by 
the Commission the latter shall adopt them. 
Where the opinion of the Committee is not in 
accordance with the draft of the measures envisaged 
by the Commission or where the Committee has not 
delivered an opinion within the required period, the 
Commission shall without delay lay before the 
Council, which shall act by qualified majority, a 
proposal concerning the measures to be taken. 
Where the Council fails to act on the proposal within 
three months of its receipt, the measures proposed 
shall be adopted by the Commission. 
SECTION VI 
Final provisions 
Article 27 
1. Member States shall take the measures necessary 
to comply with this Directive on or before 
They shall forthwith inform the Commission thereof. 
2. As from the notification of this Directive, the 
Member States shall communicate to the Commission 
the texts of the main laws, regulations and 
administrative provisions which they adopt in the field 
covered by this Directive. 
Article 28 
This Directive is addressed to the Member States. 
(') OJ No L 66, 16. 3. 1979, p. 21. 
No C 355/48 Official Journal of the European Communities 31.12.80 
ANNEX 
SCHEDULE A 
LAYOUT FOR THE PROSPECTUS FOR AN OFFER FOR SUBSCRIPTION OR SALE TO 
THE PUBLIC OF SHARES 
Chapter 1 
Information concerning those responsible for the prospectus and the auditing of accounts 
1.1. Name and function of natural persons and name and registered office of legal persons 
responsible for the prospectus or, as the case may be, for certain parts of it, with, in the 
latter case, and indication of those parts. 
1.2. Declaration by »hose responsible referred to in heading 1.1 that, to the best of their 
knowledge, the information given in that part of the prospectus for which they are 
responsible is in accordance with the facts and contains no omissions likely to affect the 
import of the prospectus. 
1.3. Names, addresses and qualifications of the official auditors who have audited the company's 
annual accounts for the preceding three financial years in accordance with national law. 
Statement that the annual accounts have been audited. If audit reports on the annual 
accounts have been refused by the official auditors or if they contain qualifications, such 
refusal or such qualifications shall be reproduced in full and the reasons given. 
Indication of other information in the prospectus which has been audited by the auditors. 
Chapter 2 
Information'concerning the offer for subscription or sale to the public and the shares being offered 
2.1. Information concerning the shares being offered for subscription or sale to the public: 
2.1.0. Indication of the resolutions, authorizations and approvals by virtue of which the shares have 
been or will be created and/or issued. 
Nature of the issue and amount thereof. 
Number of shares which have been or will be created/or issued, if predetermined. 
2.1.1. A concise description of the rights attaching to the shares, and in particular the extent of the 
voting rights, entitlement to share in the profits and to share in any surplus in the event of 
liquidation and any privileges. 
Time-limit after which dividend entitlement lapses and indication of the party in whose 
favour this entitlement operates. 
2.1.2. Tax on the income from the shares withheld at source in the country of origin and/or the 
country where the offer is made. 
Indication as to whether the issue assumes responsibility for the withholding of tax at source. 
2.1.3. Arrangements for transfer of the shares and any restrictions on their free negotiability (e.g. 
clause establishing approval requirement). 
2.1.4. Date on which entitlement to dividends arises. 
2.1.5. The stock exchanges where admission to official listing is or will be sought. 
31. 12. 80 Official Journal of the European Communities No C 355/49 
2.1.6. The financial organizations which arc the paying agents of the issuer in the Member State 
where the offer takes place. 
2.2. Information concerning the issue of the shares being offered to the public. 
2.2.0. Indication of the exercise of the right of preemption of shareholders or of the restriction or 
withdrawal of such right. 
Indication, where applicable, of the reasons for restriction or withdrawal of such right; in 
such cases, justification of the issue price, where an issue is for cash; indication of the 
beneficiaries if the restriction or withdrawal of the right of preemption is intended to benefit 
specific persons. 
2.2.1. The total amount of the issue and the number of shares offered, where applicable by 
'category. 
2.2.2. If the issue was or is being made simultaneously on the markets of two or more States and if 
a tranche has been or is being reserved for certain of these, indication of any such tranche. 
2.2.3. The issue price or the offer or placing price, stating the nominal value or, in its absence, the 
accounting par value or the amount to be capitalized; the issue premium and the amount of 
any expenses specifically charged to the subscriber or purchaser. 
The methods of payment of the price, particularly as regards the paying-up of shares which 
are not fully paid. 
2.2.4. The procedure for the exercise of any right of pre-emption; the negotiability of subscription 
rights; the treatment of subscription rights not exercised. 
2.2.5. Period of the opening of the subscription for shares, and names of the organizations 
responsible for receiving the public's subscriptions. 
2.2.6. Methods of and time-limits for delivery of the shares, possible creation of provisional certi­
ficates. 
2.2.7. Names, addresses and description of the natural or legal persons underwriting or 
guaranteeing the issue for the issuer. Where not all of the issue is underwritten or 
guaranteed, a statement of the portion not covered. 
2.2.8. Indication or estimate of the overall amount and/or of the amount per share of the charges 
relating to the issue operation, stating the total remuneration of the financial intermediaries, 
including the underwriting commission or margin, guarantee commission, placing 
commission or selling agent's commission. 
2.2.9. Net proceeds accruing to the issuer from the issue and intended application of such 
proceeds, e.g., to finance the investment programme or to strengthen the issuer's financial 
position. 
Information concerning the offer for subscription or sale to the public: 
Description of the shares being offered, and in particular the number of shares and nominal 
value per share, or, in the absence of nominal value, the accounting par value or the total 
nominal value, the exact designation or class, and coupons attached. 
If shares of the same class are already listed on one or more stock exchanges, indication of 
these stock exchanges. 
If shares of the same class have not been admitted to official listing but are dealt in on one 
or more other markets which are subject to regulation, are in regular operation and are 
recognized and open, indication of such markets. 
Indication of any of the following which have occurred during the last financial year and the 
current financial year: 
— public takeover offers by third parties in respect of the issuer's shares 
— public takeover offers by the issuer in respect of other companies' shares. 
The price or exchange terms attaching to such offers and the outcome thereof are to be 
stated. 
2.4. If, simultaneously or almost simultaneously with the creation of the shares being offered, 
shares of the same class are subscribed for or placed privately or if shares of other classes are 2.3. 
2.3.0. 
2.3.1. 
2.3.2. 
2.3.3. 
No C 355/50 Official Journal of the European Communities 31. 12.80 
created for public or private placing, details are to be given of the nature of such operations 
and of the number and characteristics of the shares to which they relate. 
Chapter 3 
General information about the issuer and its capital 
3.1. General information about the issuer: 
3.1.0. Name, registered office and principal administrative establishment if different from the 
registered office. 
3.1.1. Date of incorporation and the length of life of the issuer, except where indefinite. 
3.1.2. Legislation under which the issuer operates and legal form which it has adopted under that 
legislation. 
3.1.3. Indication of the issuer's objects and reference to the clause of the memorandum of 
association in which they are described. 
3.1.4. Indication of the register and of the entry number therein. 
3.1.5. Indication of where the documents concerning the issuer which are referred to in the pros­
pectus may be inspected. 
3.2. General information about the capital: 
3.2.0. The amount of the issued capital, the number and classes of the shares of which it is 
composed with details of their principal characteristics; the part of the issued capital still to 
be paid up, with an indication of the number, or total nominal value, and the type of the 
shares not yet fully paid up, broken down where applicable according to the extent to which 
they have been paid up. 
3.2.1. Where there is authorized but unissued capital or an undertaking to increase the capital, 
inter alia in connection with convertible loans issued or subscription options granted, 
indication of: 
— the amount of such authorized capital or capital increase and, where appropriate, the 
duration of the authorization; 
— the categories of persons having preferential subscription rights for such additional 
portions of capital; 
— the terms and arrangements for the share issue corresponding to such portions. 
3.2.2. If there are shares not representing capital, the number and main characteristics of such 
shares are to be stated. 
3.2.3. The amount of any convertible debt securities, exchangeable debt securities or debt securities 
with warrants, with an indication of the conditions governing and the procedures for 
conversion, exchange or subscription. 
3.2.4. Conditions imposed by the memorandum and articles of association governing changes in 
the capital and in the respective rights of the various classes of shares, where such conditions 
are more stringent than is required by law. 
3.2.5. Summary description of the operations during the three preceding years which have changed 
the amount of the issued capital and/or the number and classes of shares of which it is 
composed. 
3.2.6. As far as they are known to the issuer, indication of the natural or legal persons who, 
directly or indirectly, severally or jointly, exercise or could exercise control over the issuer, 
and particulars of the proportion of the capital held giving a right to vote. 
Joint control shall mean control exercised by more than one company or by more than one 
person having concluded an agreement which may lead to their adopting a common policy 
in respect of the issuer. 
3.2.7. Insofar as they are known to the issuer, indication of the shareholders who, directly or 
indirectly, hold a proportion of the issuer's capital which the Member States may not fix at 
more than 20 °/o. 
31. 12.80 Official Journal of the European Communities No C 355/51 
3.2.8. If the issuer belongs to a group of undertakings, a brief description of the group and of the 
issuer's position within it. 
3.2.9. Number, book value and nominal, value or, in the absence of a nominal value, the 
, accounting par value of any of its own shares which the issuer or another company in which 
it has a direct or indirect holding of more than 50 % has acquired and is holding, if such 
securities do not appear as a separate item on the balance sheet. 
Chapter 4 
Information concerning the issuer's activities 
4.1. The issuer's principal activities: 
4.1.0. Description of the issuer's principal activities, stating the main categories of products sold 
and/or services performed. 
Indication of any significant new products and/or activities. 
4.1.1. Breakdown of net turnover during the past three financial years by categories of activity and 
into geographical markets insofar as, taking account of the manner in which the sale of 
products and the provision of services falling within the issuer's ordinary activities are 
organized, these categories and markets differ substantially from one another. 
4.1.2. Location and size of the issuer's principal establishments and summary information about 
real estate owned. Any establishment which accounts for more than 10 % of turnover or 
production shall be considered a principal establishment. 
4.1.3. For mining, extraction of hydrocarbons, quarrying and similar activities insofar as 
significant, description of deposits, estimate of economically exploitable reserves and 
expected period of working. 
Indication of the periods and main terms of concessions and the economic conditions for 
working them. 
Indication of the progress of actual working. 
4.1.4. Where the information given pursuant to headings 4.1.0 to 4.1.3 has been influenced by 
exceptional factors, that fact should be mentioned. 
4.2. Summary information regarding the extent to which the issuer is dependent, if at all, on 
patents or licences, industrial, commercial or financial contracts or new manufacturing 
processes, where such factors are of fundamental importance to the issuer's business or prof­
itability. 
4.3. Information concerning policy on the research and development of new products and 
processes over the past three financial years, where significant. 
4.4. Information on any legal or arbitration proceedings which may have or have had a 
significant effect on the issuer's financial position in the recent past. 
4.5. Information on any interruptions in the issuer's business which may have or have had a 
significant effect on the issuer's financial position in the recent past. 
4.6. Average numbers employed and changes therein over the past three financial years, if such 
changes are material, with, if possible, a breakdown of persons employed by main categories 
of activity. 
4.7. Investment policy: 
4.7.0. Description, with figures, of the main investments made, including interests such as shares, 
debt securities, etc., in other undertakings over the past three financial years and the months 
already elapsed of the current financial year. 
r 
No C 355/52 Official Journal of the European Communities 31.12.80 
4.7.1. Information concerning the principal investments being made with the exception of interests 
being acquired in other undertakings. 
Distribution of these investments geographically (home and abroad). • 
Method of financing (internal or external). 
4.7.2. Information concerning the issuer's principal future investments, with the exception of 
interests to be acquired in other undertakings on which its management bodies have already 
made firm commitments. 
Chapter 5 
Information concerning the issuer's assets and liabilities, financial position and profits and losses 
5.1. Accounts of the issuer: 
5.1.0. The last three balance sheets and profit and loss accounts drawn up by the company set out 
as a comparative table. The notes on the annual accounts for the last financial year. 
The draft prospectus must be filed with the competent authorities not more than 18 months 
after the end of the financial year to which the last annual accounts published relate. The 
competent authorities may extend that period in exceptional cases. 
5.1.1. If the issuer prepares consolidated annual accounts only, it shall include those accounts in 
the prospectus in accordance with heading 5.1.0. 
If the issuer prepares both own and consolidated annual accounts, it shall include both sets 
of accounts in the prospectus in accordance with heading 5.1.0. However, the competent 
authorities may allow the issuer to include either the own or the consolidated annual 
accounts, on condition that the accounts which are not included do not provide any 
significant additonal information. 
5.1.2. The profit or loss per share of the issuing company, for the financial year, arising out of the 
company's ordinary activities, after tax, for the latest three financial years, where the 
company includes its own annual accounts in the prospectus. 
Where the issuer includes only consolidated annual accounts in the prospectus, it shall 
indicate the consolidated profit or loss per share, for the financial year, for the latest three 
financial years. This information shall appear in addition to that provided in accordance with 
the preceding subparagraph where the issuer also includes its own annual accounts in the 
prospectus. 
If in the course of the abovementioned period of three financial years the number of shares 
in the issuing company has changed as a result, for example, of an increase or decrease in 
capital or the rearrangement or splitting of shares, the profit or loss per share referred to in 
the first and second paragraph above shall be adjusted to make them comparable; in that 
event the adjustment formulae Used shall be disclosed. 
5.1.3. The amount of the dividend per share for the latest three financial years, adjusted, if 
necessary, to make it comparable in accordance with the third subparagraph of heading 
5.1.2. 
5.1.4. Where more than nine months have elpsed since the end of the financial year to which the 
last published own annual and/or consolidated annual accounts relate, an interim financial 
statement covering at least the first six months shall be included in the prospectus or 
appended to it. If such an interim financial statement is unaudited, that fact must be stated. 
Where the issuer prepares consolidated annual accounts, the competent authorities shall 
decide whether the interim financial statement to be submitted must be consolidated or not. 
Any significant change which has occurred since the end of the last financial year or the 
preparation of the interim financial statement must be described in a note inserted in the 
prospectus or appended thereto. 
5.1.5. If the own or consolidated annual accounts do not comply with the Council Directives on 
undertakings' annual accounts and do not give a true and fair view of the issuer's assets and 
liabilities, financial position and profits and losses, more detailed and/or additional infor­
mation must be given. 
31- 12.80 Official Journal of the European Communities No C 355/53 
5.1.6. A table showing the sources and application of funds over the past three financial years. 
5.2. Individual details listed below relating to the undertakings in which the issuer holds a prop­
ortion of the capital likely to have a significant effect on the assessment of its own assets and 
liabilities, financial position or-profits and losses. 
The items of information listed below must be given in any event for every undertaking in 
which the issuer has a direct or indirect participating interest, if the book value of that 
participating interest represents at least 10 °/o of the capital and reserves or accounts for at 
least 10 % of the net profit or loss of the issuer or, in the case of a group, if the book value 
of that participating interest represents at least 10 % of the consolidated net assets or 
accounts for at least 10 % of the consolidated net profit or loss of the group. 
The items of information listed below need not be given provided that the issuer proves that 
its holding is of a purely provisional nature. 
Similarly, the information required under points (e) and (f) may be omitted where the under­
taking in which a participating interest is held does not publish its annual accounts. 
Pending subsequent* coordination of provisions relating to consolidated annual accounts, the 
Member States may authorize the competent authorities to permit the omission of the infor­
mation prescribed in points (d) to (j) if the annual accounts of the undertakings in which the 
participating interests are held are consolidated into the group annual accounts or if the 
value attributable to the interest under the equity method is disclosed in the annual accounts, 
provided that, in the opinion of the competent authorities, the omission of fhat information 
is not likely to mislead the public with regard to the facts and circumstances, knowledge of 
which is essential for the assessment of the security in question. 
The information provided for under points (g) and (j) may be omitted if in the opinion of 
the competent authorities, such omission does not mislead investors. 
(a) Name and registered office of the undertaking. 
• (b) Field of activity. 
(c) Proportion of capital held. 
(d) Issued capital. 
(e) Reserves. 
(f) Profit or loss arising out of ordinary activities, after tax, for the last financial year. 
(g) Value at which the issuer is obliged to publish the prospectus shows shares held in its 
accounts. 
(h) Amount still to be paid up on shares held. 
(i) Amount of dividends received in the course of the last financial year in respect of shares 
held. 
(j) Amount of the debts owed to and by the issuer with regard to the undertaking. 
5.3. Individual details relating to the undertakings not referred to in heading 5.2 in which the 
issuer holds at least 10 % of the capital. These details may be omitted when they are of 
negligible importance for the purpose of the objective set in Article 5 of this Directive: 
(a) name and registered office of the undertaking. 
(b) proportion of capital held. 
5.4. Where the prospectus comprises consolidated annual accounts, disclosure: 
(a) of the consolidation principles applied. These shall be described explicitly where the 
. Member State has no laws governing the consolidation of annual accounts or where such 
principles are not in conformity with such laws or with a generally accepted method in 
use in the Member State where the offer is made; 
(b) of the names and registered offices of the undertakings included in the consolidation, 
where that information is important for the purpose of assessing the assets and liabilities, 
the financial position and the profits and losses of the issuer. It is-sufficient to distinguish 
them by a sign in the list of undertakings of which details are required in heading 5.2; 
No C 355/54 Official Journal of the European Communities 31. 12.80 
(c) for each of the undertakings referred to in (b): 
— the total proportion of third-party interests, if annual accounts are consolidated 
globally; 
— the proportion of the consolidation calculated on the basis of interests, if consolida­
tion has been effected on a pro rata basis. 
5.5. Where the issuer is a dominant undertaking forming a group with one or more dependent 
undertakings, the details provided for in Chapters 4 and 7 shall be given for that issuer and 
group. 
The competent authorities may permit the provision of that information for the issuer alone 
or for the group alone, provided that the details which are not provided are not material. 
5.6. If certain information provided for under Schedule A is given in the annual accounts 
provided in accordance with this Chapter, it need not be repeated. 
Chapter 6 
Information concerning administration, management and supervision 
6.1. Names, addresses and functions in the issuing company of the following persons and an 
indication of the principal activities performed by them outside that company where these 
are significant with respect to that company: 
(a) members of the administrative, management or supervisory bodies; 
(b) partners with unlimited liability, in the case of a limited partnership with a share capital; 
(c) founders, if the company has been established for fewer than five years. 
6.2. Interests of the members of the administrative, management and supervisory bodies in the 
issuing company: 
6.2.0. Remuneration paid and benefits in kind granted, during the last completed financial year 
under any heading whatsoever, and charged to overheads or the profit appropriation 
account, to members of the administrative, management and supervisory bodies, these being 
total amounts for each category of body. 
The total remuneration paid and benefits in kind granted to all members of the 
administrative, management and supervisory bodies of the issuer by all the dependent under­
takings with which it forms a group must be indicated. 
6.2.1. Total number of shares in the issuing company held by the members of its administrative, 
management and supervisory bodies and options granted to them on the company's shares. 
6.2.2. Information about the nature and extent of the interests of members of the administrative, 
management and supervisory bodies in transactions effected by the issuer which are unusual 
in their nature or cerditions (such as purchases outside normal activity, acquisition or 
disposal of fixed asset items) during the preceding financial year and the current financial 
year. Where such unusual transactions were concluded in the course of previous financial 
years and have not been definitively concluded, information on those transactions must also 
be given. 
6.2.3. Total of all the outstanding leans granted by the issuer to the persons referred to in heading 
6.1 (a) and also of any guarantees provided by the issuer for their benefit. 
6.3. Schemes for involving the staff in the capital of the issuer. 
31. 12.80 Official Journal of the European Communities No C 355/55 
Chapter 7 
Information concerning the recent development and prospects of the issuer 
7.1. Except in the event of a derogation granted by the competent authorities, general infor­
mation on the trend of the issuer's business since the end of the financial year to which the 
last published annual accounts relate, in particular: 
— the most significant recent trends in production, sales and stocks and the state of the 
order book, and 
— recent trends- in costs and selling prices. 
7.2. Except in the event of a derogation granted by the competent authorities, information on the 
issuer's prospects for at least the current financial year. • 
SCHEDULE B 
LAYOUT FOR THE PROSPECTUS FOR AN OFFER FOR SUBSCRIPTION OR SALE TO 
THE PUBLIC OF DEBT SECURITIES 
Chapter 1 
Information concerning those responsible for the prospectus and the auditing of accounts 
1.1. Names and addresses of the natural or legal persons responsible for the prospectus or, as the 
case may be, for certain parts of it with, in the latter case, an indication of those parts. 
1.2. Declaration by those responsible, as referred to in heading 1.1, that, to the best of their 
knowledge, the information given iiv that part of the prospectus for which they are 
responsible is in accordance with the facts and contains no omissions likely to affect the 
import of the prospectus. 
1.3. Names, addresses and qualifications of the official auditors who have audited the annual 
accounts for the preceding three financial years in accordance with national law. 
Statement that the annual accounts have been audited. If audit reports on the annual 
accounts have been refused by the official auditors or if they contain qualifications, such 
refusal or such qualifications must be reproduced in full and the reasons given. 
Indication of other information in the prospectus which has been audited by the auditors. 
Chapter 2 
Information concerning loans and the offer for subscription or sale to the public of debt securities 
2.1. Conditions of the loan: 
2.1.0. The nominal amount of the loan; if this amount is not fixed, a statement to this effect must 
be made. 
The nature, number and numbering of the debt securities and the denominations. 
No C 355/56 Official Journal of the European Communities 31. 12.80 
2.1.1. Except in the case of continuous issues, the issue and redemption prices and the nominal 
interest rate; if several interest rates are provided for, an indication of the conditions for 
changes in the rate. 
2.1.2. Procedures for the allocation of any other advantages; the method of calculating such 
advantages. 
2.1.3. Tax on the income from the debt securities withheld at source in the country of origin 
and/or the country where the offer is made. 
Indication as to whether the issuer assumes responsibility for the withholding of tax at 
source. 
2.1.4. Arrangements for the amortization of the loan, including the repayment procedures. 
2.1.5. The financial organizations which are the paying agents of the issuer in the Member State 
where the offer takes place. 
2.1.6. Currency of the loan; if the loan is denominated in units of account, the contractual status 
of these; currency option. 
2.1.7. Time limits: 
(a) period of the loan and any interim due dates; 
(b) the date from which interest becomes payable and the due dates for interest; 
(c) the time limit on the validity of claims to interest and repayment of principal; 
(d) procedures and time limits for delivery of the debt securities, possible creation of pro­
visional certificates. 
2.1.8. Except in the case of continuous issues, an indication of yield. The method whereby that 
yield is calculated shall be described in summary form. 
2.2. Legal information: 
2.2.0. Indication of the resolutions, authorizations and approvals by virtue of which the debt 
securities have been or will be created and/or issued. 
Type of operation and amount thereof. 
Number of debt securities which have been or will be created and/or issued, if pre­
determined. 
2.2.1. Nature and scope of the guarantees, sureties and commitments intended to ensure that the 
loan will be duly serviced as regards both the repayment of the debt securities and the 
payment of interest. 
Indication of the places where the public may have access to the texts of the contracts 
relating to these guarantees, sureties and commitments. 
2.2.2. Organization of trustees or of any other representation for the body of debt security holders. 
Name and function and description and head office of the representative of the debt security 
holders, the main conditions of such representation and in particular the conditions under 
which the representative may be replaced. 
Indication of where the public may have access to the contracts relating to these forms of 
representation. 
2.2.3. Mention of clauses subordinating the loan to other debts of the issuer already contracted or 
to be contracted. 
2.2.4. Indication of the legislation under which the debt securities have been created and-of the 
courts competent in the event of litigation. 
2.2.5. Indication as to whether the debt securities are registered or bearer. 
2.2.6. Any restrictions on the free transferability of the debt securities. 
2.3. Information concerning the offer for subscription or sale to the public: 
2.3.0. The stock exchanges where admission to official listing is or will be sought. 
31. 12.80 Official Journal of the European Communities No C 355/57 
2.3.1. Names, addresses and description of the natural or legal persons underwriting or 
guaranteeing the issue for the issuer. Where not all of the issue is underwritten or 
guaranteed, statement of the portion not covered. 
2.3.2. If the issue was or is be|ng made simultaneously on the markets of two or more States and if 
a tranche has been or is being reserved for certain of these, indication of any such tranche. 
2.4. Information concerning the issue of the debt securities being offered to the public: 
2.4.0. The procedure for the exercise of any right of pre-emption; the negotiability of subscription 
rights; the treatment of subscription rights not exercised. 
2.4.1. Method of payment of the issue or offer price. 
2.4.2. Except in the case of continuous debt security issues, period of the opening of the issue or 
offer and any possibilities of early closure. 
2.4.3. Indication of the organizations responsible for receiving the public's subscriptions. 
2.4.4. Reference, where necessary, to the fact that the subscriptions may be reduced. 
2.4.5. Except in the case of continuous debt security issues, indication of the net proceeds of the 
loan. 
2.4.6. Purpose of the issue and intended application of its proceeds. 
Chapter 3 
General information about the issuer and its capital 
3.1. General information about the issuer: 
3.1.0. Name, registered office and principal administrative establishment if different from the 
registered office. 
3.1.1. Date of incorporation and the length of life of the issuer, except where indefinite. 
3.1.2. Legislation under which the issuer operates and legal form which it has adopted under that 
legislation. 
3.1.3. Indication of the issuer's objects and reference to the clause in the memorandum of 
association in which they are described. 
3.1.4. Indication of the register and of the entry number therein. 
3.1.5. Indication of where the documents concerning the issuer which are referred to in the pros­
pectus may be inspected. 
3.2. General information about capital: 
3.2.0. The amount of the issued capital and the number and classes of the securities of which it is 
composed with details of their principal characteristics. 
The part of the issued capital still to be paid up, with an indication of the number, or total 
nominal value, and the type of securities not yet fully paid up, broken down where 
applicable according to the extent to which they have been paid up. 
3.2.1. The amount of any convertible debt securities, exchangeable debt securities or debt securities 
with warrants, with an indication of the conditions governing and the procedures for 
conversion, exchange or subscription. 
3.2.2. If the issuer belongs to a group of undertakings, a brief description of the group and of the 
issuer's position within it. 
3.2.3. Number, book value and nominal value or, in the absence of a nominal value, the 
accounting par value of any of its own shares which the issuer or another company in which 
the issuer has a direct or indirect holding of more than 50 % has acquired and is holding, if 
such securities do not appear as a separate item on the balance sheet, insofar as they 
represent a significant part of the issued capital. 
No C 355/58 Official Journal of the European Communities 31.12.80 
Chapter 4 
Information concerning the issuer's activities 
4.1. The issuer's principal activities: 
4.1.0. Description of the issuer's principal activities, stating the main categories of products sold 
and/or services performed. 
Indication of any significant new products and/or activities. 
4.1.1. Net turnover during the past two financial years. 
4.1.2. Location and size of the issuer's principal establishments and summary information about 
real estate owned. Any establishment which accounts for more than 10 % of turnover or 
production shall be considered a principal establishment. 
4.1.3. For mining, extraction of hydrocarbons, quarrying ^ and similar activities insofar as 
significant, description of deposits, estimate of economically exploitable reserves and 
expected period of working. 
Indication of the periods and main terms of concessions and the economic conditions for 
working them. 
Indication of the progress of actual working. 
4.1.4. Where the information given pursuant to headings 4.1.0 to 4.1.3 has been influenced by 
exceptional factors, that fact should be mentioned. 
4.2. Summary information regarding the extent to which the issuer is dependent, if at all, on 
patents or licences, industrial, commercial or financial contracts or new manufacturing 
processes, where such factors are of fundamental importance to the issuer's business or prof­
itability. 
4.3. Information on any legal or arbitration proceedings which may have or have had a 
significant effect on the issuer's financial position in the recent past. 
4.4. Investment policy: 
4.4.0. Description, with figures, of the main investments made, including interests such as shares, 
debt securities, etc., in other undertakings, over the past three financial years and the months 
already elapsed of the current financial year. 
4.4.1. Information concerning the principal investments being made with the exception of interests 
being acquired in other undertakings. 
Distribution of these investments geographically (home and abroad). 
Method of financing (internal or external). 
4.4.2. Information concerning the issuer's principal future investments, with the exeption of 
interests to be aquired in other undertakings, on which its management bodies have already 
made firm commitments. 
Chapter 5 
Information concerning the issuer's assets and liabilities, financial position and profits and losses 
5.1. Accounts of the issuer: 
5.1.0. The last two balance sheets and profit and loss accounts drawn up by the issuer set out as a 
comparative table. The notes on the annual accounts for the last financial year. 
The draft prospectus must be filed with the competent authorities not more than 18 months 
after the end of the financial year to which the last annual accounts published relate. The 
competent authorities may extend that period in exceptional cases. 
31. 12.80 Official Journal of the European Communities No C 355/59 
5.1.1. If the issuer prepares consolidated annual accounts only, it shall include those accounts in 
the prospectus in accordance with heading 5.1.0. 
If the issuer prepares both own and consolidated annual accounts, it shall include both sets 
of accounts in the prospectus in accordance with heading 5.1.0. However, the competent 
authorities may allow the issuer to include either the own or the consolidated annual 
accounts, on condition that the accounts which are not included do not provide any 
significant additional information. 
5.1.2. Where more than nine months have elapsed since the end of the financial year to which the 
last published own annual and/or consolidated annual accounts relate, an interim financial 
statement covering at least the first six months shall be included in the prospectus or 
appended to it. If the interim financial statement is unaudited, that fact must be stated. 
Where the issuer prepares consolidated annual accounts, the competent authorities shall 
decide whether the interim financial statement to be submitted must be consolidated or not. 
Any significant change which has occurred since the end of the last financial year or the 
preparation of the aforementioned interim financial statement must be described in a note 
inserted in or appended to the prospectus. 
5.1.3. If the own annual or consolidated annual accounts do not comply with the Council 
Directives on undertakings' annual accounts and do not give a true and fair view of the 
issuer's assets and liabilities, financial position and profits and losses, more detailed and/or 
additional information must be given. 
5.1.4. Indication as at the most recent date possible (which must be stated) of the following, if 
material: 
— the total amount of any loan capital outstanding, distinguishing between loans 
guaranteed (by the provision of security or otherwise, by the issuer or by third parties) 
and loans not guaranteed, 
— the total amount of all other borrowings and indebtedness in the nature of borrowing, 
distinguishing between guaranteed and unguaranteed borrowings and debts, 
— the total amount of any contingent liabilities. 
An appropriate negative statement shall be given, where appropriate, in the absence of any 
such loan capital, borrowings and indebtedness and contingent liabilities. 
If the issuer prepares consolidated annual accounts, the principles laid down in heading 5.1.1 
shall apply. 
As a general rule, no account should be taken of liabilities between undertakings within the 
same group, a statement to that effect being made if necessary. 
5.1.5. A table showing the sources and application of funds over the past three financial years. 
5.2. Individual details listed below relating to the undertakings in which the issuer holds a pro­
portion of the capital likely to have a significant effect on the assessment of its own assets 
and liabilities, financial position or profits and losses. 
The items of information listed below must be given in any event for every undertaking in 
which the issuer has a direct or indirect participating interest, if the book value of that 
participating interest represents at least 10 % of the capital and reserves or accounts for at 
least 10 % of the net profit or loss of the issuer, or in the case of a group, if the book value 
of that participating interest represents at least 10 % of the consolidated net assets or 
accounts for at least 10 % of the consolidated net profit or loss of the group. 
The items of information listed below need not be given provided that the issuer proves that 
its holding is of a purely provisional nature. 
Similarly, the information required under points (e) and (f) may be omitted where the under­
taking in which a participating interest is held does not publish its annual accounts. 
Pending coordination of provisions relating to consolidated annual accounts, the Member 
States may authorize the competent authorities to permit the omission of the information 
prescribed in points (d) to (h) if the annual accounts of the undertakings in which the the 
participating interests are held are consolidated into the group annual accounts or if the 
value attributable to the interest under the equity method is disclosed in the annual accounts, 
provided that in the opinion of the competent authorities, the omission of that information is 
No C 355/60 Official Journal of the European Communities 31. 12.80 
not likely to mislead the public with regard to the facts and circumstances knowledge of 
which is essential for the assessment of the security in question. 
(a) Name and registered office of the undertaking; 
(b) field of activity; 
(c) proportion of capital held; 
(d) issued capital; 
(e) reserves; 
(f) profit or loss arising out of ordinary activities, after tax, for. the last financial year; 
(g) amount still to be paid up on shares held; 
(h) amount of dividends received in the course of the last financial year in respect of shares 
held. 
5.3. When the prospectus comprises consolidated annual accounts, disclosure: 
(a) of the consolidation principles applied. These shall be described explicitly .where the 
Member State has no laws governing the consolidation of annual accounts or where such 
principles are not in conformity with such laws or with a generally accepted method in 
use in the Member State where the offer is made; \ 
(b) of the names and registered offices of the undertakings included in the consolidation, 
where that information is important for the purpose of assessing the assets and liabilities, 
the financial position and the profits and losses of the issuer. It is sufficient to distinguish 
them by a sign in the list of companies for which details are required in heading 5.2; 
(c) for each of the undertakings referred to in (b): 
— the total proportion of third-party interests, if annual accounts are consolidated 
globally; 
— the proportion of the consolidation calculated on the basis of interests, if 
consolidation has been effected on a pro rata basis. 
5.4. Where the issuer is a dominant undertaking forming a group with one or more dependent 
undertakings, the details provided for in Chapters 4 and 7 shall be given for that issuer and-
group. 
The competent authorities may permit the provision of that information for the issuer alone 
or for the group alone, provided that the details which are not provided are not material. 
5.5. If certain information provided for under Schedule B is given in the annual accounts 
provided in accordance with this Chapter, it need not be repeated. 
Chapter 6 
Information concerning administration, management and supervision 
6.1. Names, addresses and functions in the issuing undertaking of the following persons, and an 
indication of the principal activities performed by them outside that undertaking where these 
are significant with respect to that undertaking: 
(a) members of the administrative, management or supervisory bodies; 
(b) partners with unlimited liability, in the case of a limited partnership with a share capital. 
31. 12.80 Official Journal of the European Communities No C 355/61 
Chapter 7 
Information concerning die recent development and prospects of the issuer 
7.1. Except in the event of a derogation granted by the competent authorities, general infor­
mation on the trend of the issuer's business since the end of the financial year to which the 
last published annual accounts relate, in particular: 
— the most significant recent trends in production, sales and stocks and the state of the 
order book; and 
— recent trends in costs and selling prices. 
7.2. Except in the event of a derogation granted by the competend authorities, information on 
the issuer's prospects for at least the current financial year. 
SCHEDULE C 
LAYOUT FOR THE PROSPECTUS FOR AN OFFER FOR SUBSCRIPTION OR SALE TO 
THE PUBLIC OF CERTIFICATES REPRESENTING SHARES 
Chapter 1 
General information about the issuer 
1.1. Name, registered office and principal administrative establishment if different from the 
registered office. 
1.2. Date of incorporation and length of life of the issuer, except where indefinite. 
1.3. Legislation under which the issuer operates and legal form which it has adopted under that 
legislation, 
1.4. The amount of the issued capital and the number and classes of the securities of which it is 
composed with details of their principal characteristics. 
The part of the issued capital still to be paid up, with an indication of the number, or total 
nominal value, and the type of the securities not yet fully paid up, broken down where 
applicable according to the extent to which they have been paid up. 
1.5. Indication of the principal holders of the capital. 
1.6. Names, addresses and functions in the issuing body of the following persons, and an 
indication of the principal activities performed by them outside that body where these are 
significant with respect to that body, and also the functions held. 
(a) members of the administrative, management or supervisory bodies; 
(b) partners with unlimited liability, in the case of a limited partnership with a share capital. 
1.7. The company's objects. If the issue of certificates representing shares is not the sole object of 
the company, the nature of its other activities must be described, those of a purely trustee 
nature being dealt with separately. 
No C 355/62 Official Journal of the European Communities 31.12.80 
1.8. A summary of the annual accounts relating to the last completed financial year. 
Where more than nine month have elapsed since the end of the last financial year to which 
the last published own annual and/or consolidated annual accounts relate, an interim 
financial statement covering at least the first six months shall be included in the prospectus 
or appended to it. If the interim financial statement is unaudited, that fact must be stated. 
Where the issuer prepares consolidated annual accounts, the competent authorities shall 
decide whether the interim financial statement to be submitted must be consolidated or not. 
Any significant change which has occurred since the end of the last financial year or the 
preparation of the interim financial statement must be described in a note inserted in the 
prospectus or appended thereto. 
Chapter 2 
Information on the certificates themselves 
2.1. Legal status: 
Indication of the rules governing the issue of the certificates and mention of the date and 
place of their publication. 
2.1.0. Exercise of and benefit from the rights attaching to the original securities, in particular 
voting rights — conditions on which the issuer of the certificates may exercise such rights, 
and measures envisaged to obtain the instructions of the certificate holders — and the right 
to share in profits and any liquidation surplus. 
2.1.1. Bank or other guarantees attached to the certificates and intended to underwrite the issuer's 
obligations. 
2.1.2. Possibility of obtaining the conversion of the certificates into original securities and 
procedure for such conversion. 
2.2. The amount of the commissions and costs to be borne by the holder in connection with: 
— the issue of the certificate; 
— the payment of the coupons; 
— the creation of additional certificates; 
— exchange of the certificates for original securities. 
2.3. Transferability of the certificates: 
(a) The stock exchanges where admission to official listing is, or will be, sought; 
(b) Any restrictions on the free transferability of the certificates. 
2.4. Indication of the tax arrangements with regard to any taxes and charges to be borne by the 
holders and levied in the countries where the certificates are issued. 
2.5. Indication of the legislation under which the certificates have been created and of the courts 
competent in the event of litigation.