Proposal for a Directive of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities - (codified version)
Date: 2000-07-20
Institutions: European Commission
Subjects: codification of EU law, information, securities, stock-exchange listing

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 20.07.2000
COM(2000) 126 final

2000/0174 (COD)

Proposal for a

DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

on the admission of securities to official stock exchange listing and on
information to be published on those securities

(codified version)

(presented by the Commission)

EXPLANATORY MEMORANDUM

1. In the context of a people's Europe, the Commission attaches great importance to simplifying and clarifying Community
law so as to make it clearer and more accessible to the ordinary citizen, thus giving him new opportunities and the chance
to make use of the specific rights it gives him.

This aim cannot be achieved so long as numerous provisions that have been amended several times, often quite
substantially, remain scattered, so that they must be sought partly in the original instrument and partly in later amending
ones. Considerable research work, comparing many different instruments, is thus needed to identify the current rules.

For this reason a codification of rules that have frequently been amended is also essential if Community law is to be clear
and transparent.

2. On 1 April 1987 the Commission therefore decided to instruct its staff that all legislative measures should be codified
after no more than ten amendments, stressing that this was a minimum requirement and that departments should
endeavour to codify at even shorter intervals the texts for which they were responsible, to ensure that the Community
rules were clear and readily understandable.

3. The Conclusions of the Presidency of the Edinburgh European Council (December 1992) confirmed this, stressing the

importance of legislative codification as it offers certainty as to the law applicable to a given matter at a given time.

It must be undertaken in full compliance with the normal Community legislative procedure.

Given that no changes of substance may be made to the instruments affected by legislative codification,
European Parliament,
20 December 1994, that an accelerated procedure may be used for the fast-track adoption of codification instruments.

the
the Council and the Commission have agreed, by an interinstitutional agreement dated

4. The purpose of this proposal1 for legislative codification of Council Directives 79/279/EEC of 5 March 1979,
coordinating the conditions for the admission of securities to official stock exchange listing, 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 securities to official stock exchange listing, 82/121/EEC of 15 February 1982 on information to be
published on a regular basis by companies the shares of which have been admitted to official stock-exchange listing, and
88/627/EEC of 12 December 1988 on the information to be published when a major holding in a listed company is
acquired or disposed of, is to undertake official codification of this type. The new directive will supersede the various
directives incorporated in it2, their content is fully preserved, and they are brought together with only such formal
amendments as are required by the codification exercise itself.

This legislative codification proposal also reflects the replacement of references to the “ECU” with references to the
“euro”, as laid down by Council Regulation (EC) No 1103/97 of 19 June 19973.

5. This legislative codification proposal was drawn up on the basis of the texts of the acts published in the Official Journal,
in all the official languages. Although the articles have been given new numbers, the old numbering has been retained in
the margin for ease of reference; the correlation between the old and new numbers is shown in a table set out in Annex
III, to the codified Directive.

1 Entered in the legislative programme for 1995.
2
3 OJ L 162, 19.6.1997, p. 1.

See Annex II, Part A, of this proposal.

2

Proposal for a

DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

on the admission of securities to official stock exchange listing and on information to be published
on those securities

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty establishing the European Economic Community, and in particular Articles 44 and 95 thereof,

Having regard to the proposal from the Commission,

Having regard to the opinion of the Economic and Social Committee1,

Acting in accordance with the procedure laid down in Article 251 of the Treaty2,

Whereas:

(1) Council Directive 79/279/EEC of 5 March 1979 coordinating the conditions for the
admission of securities to official stock exchange listing3, 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 securities to
official stock exchange listing4; Council Directive 82/121/EEC of 15 February 1982 on
information to be published on a regular basis by companies the shares of which have
been admitted to official stock-exchange listing5; and Council Directive 88/627/EEC of
12 December 1988 on the information to be published when a major holding in a listed
company is acquired or disposed of6, have been substantially amended several times: in
the interests of clarity and rationality, the said Directives should therefore be codified by
grouping them together in a single text.

1 OJ C
2 OJ C
3 OJ L 66, 16.3.1979, p. 21. Directive as last amended by Directive 88/627/EEC (OJ L 348, 17.12.1988, p. 62).
4 OJ L 100, 17.4.1980, p.1. Directive as last amended by European Parliament and Council Directive 94/18/EC (OJ L 135, 31.5.1994,

p. 1).

5 OJ L 48, 20.2.1982, p. 26.
6 OJ L 348, 17.12.1988, p. 62.

3

(2) The coordination of the conditions for the admission of securities to official listing on
stock exchanges situated or operating in the Member States is likely to provide equivalent
protection for investors at Community level, because of the more uniform guarantees
offered to investors in the various Member States, it will facilitate both the admission to
official stock exchange listing, in each such State, of securities from other Member States
and the listing of any given security on a number of stock exchanges in the Community;
it will accordingly make for greater interpenetration of national securities markets by
removing those obstacles that may prudently be removed and therefore contribute to the
prospect of establishing a European capital market.

(3) Such coordination must therefore apply to securities, independently of the legal status of
their issuers, and must therefore also apply to securities issued by non-member States or
their regional or local authorities or international public bodies; this Directive therefore
covers entities not covered by the second paragraph of Article 48 of the Treaty.

1.

79/279/EEC

+
1.

2.

94/18/EC
(adapted)

79/279/EEC
(adapted)

(4) There should be the possibility of a right to apply to the courts against decisions by the
competent national authorities in respect of the application of this Directive, concerning
the admission of securities to official listing, although such right to apply must not be
allowed to restrict the discretion of these authorities.

3.

(adapted)

(5)

Initially, this coordination of the conditions for admission of securities to official
listing should be sufficiently flexible to enable account to be taken of present differences
in the structures of securities markets in the Member States and to enable the Member
States to take account of any specific situations with which they may be confronted.

4.

(adapted)

(6) For this reason, coordination should first be limited to the establishment of minimum
conditions for the admission of securities to official listing on stock exchanges situated or
operating in the Member States, without however giving issuers any right to listing.

5.

4

(7) This partial coordination of the conditions for admission to official listing constitutes a
first step towards subsequent closer alignment of the rules of Member States in this field.

6.

79/279/EEC

(8) The market in which undertakings operate has been enlarged to embrace the whole
Community and this enlargement involves a corresponding increase in their financial
requirements and extension of the capital markets on which they must call to satisfy
them; admission to official listing on stock exchanges of Member States of securities
issued by undertakings constitutes an important means of access to these capital markets;
furthermore exchange restrictions on the purchase of securities traded on the stock
exchanges of another Member State have been eliminated as part of the liberalization of
capital movements.

1.

80/390/EEC

(9) Safeguards for the protection of the interests of actual and potential investors are required
in most Member States of undertakings offering their securities to the public, either at the
time of their offer or of their admission to official stock exchange listing; such safeguards
require the provision of information which is sufficient and as objective as possible
concerning the financial circumstances of the issuer and particulars of the securities for
which admission to official listing is requested; the form under which this information is
required usually consists of the publication of listing particulars.

(10) The safeguards required differ from Member State to Member State, both as regards the
contents and the layout of the listing particulars and the efficacy, methods and timing of
the check on the information given therein; the effect of these differences is not only to
make it more difficult for undertakings to obtain admission of securities to official listing
on stock exchanges of several Member States but also to hinder the acquisition by
investors residing in one Member State of securities listed on stock exchanges of other
Member States and thus to inhibit the financing of the undertakings and investment
throughout the Community.

2.

3.

(11) These differences should be eliminated by coordinating the rules and regulations without
necessarily making them completely uniform, in order to achieve an adequate degree of
equivalence in the safeguards required in each Member State to ensure the provision of
information which is sufficient and as objective as possible for actual or potential security
holders.

4.

(adapted)

5

(12) Such coordination must apply to securities independently of the legal status of the issuing
undertaking; this Directive applies to entities to which no reference is made in the second
paragraph of Article 48 of the Treaty.

(13) Mutual recognition of listing particulars to publish for admission of securities to
official listing represents an important step forward in the creation of the Community's
internal market.

(14) In this connection, it is necessary to specify which authorities are competent to check and
approve listing particulars to publish for admission of securities to official listing in the
event of simultaneous applications for admission to official
listing in two or more
Member States.

5.

4.

80/390/EEC
(adapted)

87/345/EEC
(adapted)

5.

(adapted)

(15) Article 21 of Council Directive 89/298/EEC7 provides that where public offers are made
simultaneously or within short intervals of one another in two or more Member States, a
public-offer prospectus drawn up and approved in accordance with Article 7, 8 or 12 of
that Directive must be recognized as a public-offer prospectus in the other Member States
concerned on the basis of mutual recognition.

1.

90/211/EEC

(16) It is also desirable to provide the recognition of a public-offer prospectus as listing
particulars where admission to official stock-exchange listing is requested within a short
period of the public offer.

(17) The mutual recognition of a public-offer prospectus and admission to official listings

does not in itself confer a right to admissions.

(18) It is advisable to provide for the extension, by means of agreements to be concluded by
the Community with non–member countries, of the recognition of listing particulars for
admission to official listings from those countries on a reciprocal basis.

(19) It seems appropriate to provide for the possibility for the Member State in which
admission to official listing is sought in certain cases to grant partial or complete
exemption from the obligation to publish listing particulars for admission to official
listings to issuers the securities of which have already been admitted to official
stock-exchange listing in another Member State.

2.

7.
+
4.

8.

9.

87/345/EEC
(adapted)
90/211/EEC
(adapted)

87/345/EEC
(adapted)

94/18/EC
(adapted)

7 OJ L 124, 5.5 1989, p. 8.

6

(20) Companies which have already been listed in the Community for some time and are of
high quality and international standing are the most likely candidates for cross-border
listing. Those companies are generally well known in most Member States: information
concerning them is widely circulated and available.

10.

94/18/EC

(21) The aim of this Directive is to ensure that sufficient

information is provided for
investors; therefore, when such a company seeks to have its securities admitted to listing
in a host Member State, investors operating on the market in that country may be
sufficiently protected by receiving only simplified information rather than full listing
particulars.

11.

(adapted)

(22) Member States may find it useful to establish non-discriminatory minimum quantitative
criteria, such as the current equity market capitalization, which issuers must fulfil to be
eligible to benefit from the possibilities for exemption provided for in this Directive;
given the increasing integration of securities markets, it should equally be open to the
competent authorities to give smaller companies similar treatment.

12.

(23) Furthermore, many stock exchanges have second-tier markets in order to deal in shares
of companies not admitted to official listing; in some cases the second-tier markets are
regulated and supervised by authorities recognized by public bodies that impose on
companies disclosure requirements equivalent in substance to those imposed on officially
listed companies; therefore, the principle underlying Article 23 of this Directive could
also be applied when such companies seek to have their securities admitted to official
listing.

13.

(adapted)

(24) In order to protect investors the documents intended to be made available to the public
must first be sent to the competent authorities in the Member State in which admission to
official listing is sought; it is for that Member State to decide whether those documents
should be scrutinized by its competent authorities and to determine, if necessary, the
nature and the manner in which that scrutiny should be carried out.

16.

7

(25) In the case of securities admitted to official stock–exchange listing, the protection of
the latter be supplied with appropriate regular information
investors requires that
throughout the entire period during which the securities are listed; coordination of
requirements for this regular information has similar objectives to those envisaged for the
listing particulars, namely to improve such protection and to make it more equivalent, to
facilitate the listing of these securities on more than one stock exchange in the
Community, and in so doing to contribute towards the establishment of a genuine
Community capital market by permitting a fuller interpenetration of securities markets.

2.

82/121/EEC

(26) Under this Directive listed companies must as soon as possible make available to
investors their annual accounts and report giving information on the company for the
whole of the financial year; whereas the Fourth Council Directive 78/660/EEC8 has
coordinated the laws, regulations and administrative provisions of the Member States
concerning the annual accounts of certain types of companies.

3.

(adapted)

(27) Companies should also, at least once during each financial year, make available to
investors reports on their activities; this Directive can, consequently, be confined to
coordinating the content and distribution of a single report covering the first six months
of the financial year.

4.

(28) However, in the case of ordinary debentures, because of the rights they confer on their
holders, the protection of investors by means of the publication of a half–yearly report is
not essential; by virtue of this Directive, convertible or exchangeable debentures and
debentures with warrants may be admitted to official listing only if the related shares are
already listed on the same stock exchange or on another regulated, regularly operating,
recognized open market or are so admitted simultaneously; the Member States may
derogate from this principle only if their competent authorities are satisfied that holders
have at their disposal all the information necessary to form an opinion concerning the
value of the shares to which these debentures relate; consequently, regular information
needs to be coordinated only for companies whose shares are admitted to official stock–
exchange listing.

5.

(adapted)

8 OJ L 222, 14. 8. 1978, p. 11. Directive as last amended by Directive 1999/60/EC (OJ L 162, 26.6.1999, p. 65).

8

(29) The half–yearly report must enable investors to make an informed appraisal of the general
development of the company's activities during the period covered by the report; however,
this report need contain only the essential details on the financial position and general
progress of the business of the company in question.

6.

82/121/EEC

(30) So as to ensure the effective protection of investors and the proper operation of stock
exchanges, the rules relating to regular information to be published by companies, the
shares of which are admitted to official stock–exchange listing within the Community,
should apply not only to companies from Member States, but also to companies from
non-member countries.

8.

(31) A policy of adequate information of investors in the field of transferable securities is
to increase investors' confidence in securities

likely to improve investor protection,
markets and thus to ensure that securities markets function correctly.

1.

88/627/EEC

(32) By making such protection more equivalent, coordination of that policy at Community
level is likely to make for greater inter-penetration of the Member States' transferable
securities markets and therefore help to establish a true European capital market.

(33) To that end investors should be informed of major holdings and of changes in those
holdings in Community companies the shares of which are officially listed on stock
exchanges situtated or operating within the Community.

(34) Coordinated rules should be laid down concerning the detailed content and the procedure

for applying that requirement.

(35) Companies, the shares of which are officially listed on a Community stock exchange, can
inform the public of changes in major holdings only if they have been informed of such
changes by the holders of those holdings.

(36) Most Member States do not subject holders to such a requirement and where such a
requirement exists there are appreciable differences in the procedures for applying it;
coordinated rules should therefore be adopted at Community level in this field.

(37) This Directive should not affect the obligations of the Member States concerning the

deadlines for transposition set out in Annex II, Part B,

2.

3.

4.

5.

6.

HAVE ADOPTED THIS DIRECTIVE:

9

TABLE OF CONTENTS

RECITALS............................................................................................................................................

TITLE I

DEFINITIONS AND SCOPE OF APPLICATION ..................................................

Chapter I

Definitions ..................................................................................................................

Article 1

..... ............................................................................................................................. ...

Chapter II

Scope of application ...................................................................................................

Article 2
Article 3
Article 4

...... ............................................................................................................................. ...
...... ............................................................................................................................. ...
...... ............................................................................................................................. ...

TITLE II

GENERAL PROVISIONS CONCERNING THE OFFICIAL
LISTING OF SECURITIES......................................................................................

Chapter I

General conditions for admission ..............................................................................

Article 5
Article 6
Article 7

...... ............................................................................................................................. ...
...... ............................................................................................................................. ...
...... ............................................................................................................................. ...

Chapter II

More stringent or additional conditions and obligations..........................................

Article 8

...... ............................................................................................................................. ...

Chapter III
Article 9
Article 10

Derogations ................................................................................................................
...... ............................................................................................................................. ...
...... .............................................................................................................................

Chapter IV

Powers of the national competent authorities ...........................................................

Section 1
Article 11
Article 12
Article 13
Article 14
Article 15

Section 2
Article 16

Section 3

Article 17

Section 4
Article 18

Section 5

Decision of admission..................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Information requested by the competent authorities .....................................................
...... .............................................................................................................................

Actions against an issuer failing to comply to the obligations
resulting from admission .............................................................................................
...... .............................................................................................................................

Suspension and discontinuance....................................................................................
...... .............................................................................................................................

Right to apply to the courts in case of refusal of admission
or discontinuance.........................................................................................................

Article 19

...... .............................................................................................................................

10

TITLE III

PARTICULAR CONDITIONS RELATING TO OFFICIAL LISTING
OF SECURITIES.......................................................................................................

Chapter I

Publication of listing particulars for admission ........................................................

Section 1
Article 20
Article 21
Article 22

Section 2

Article 23

Section 3
Article 24

Section 4
Article 25
Article 26
Article 27
Article 28
Article 29
Article 30
Article 31
Article 32
Article 33
Article 34

Section 5
Article 35
Article 36

Section 6
Article 37

Section 7
Article 38
Article 39
Article 40

Section 8
Article 41

General provisions.......................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Partial or complete exemption from the obligation
to publish listing particulars ........................................................................................
...... .............................................................................................................................

Permitted omission from the listing particulars of certain information .........................
...... .............................................................................................................................

Contents of the listing of particulars in certain specific cases .......................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Control and circulation of listing particulars................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Determination of the competent authority....................................................................
...... .............................................................................................................................

Mutual recognition ......................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Negotiations with non-member countries.....................................................................
...... .............................................................................................................................

Chapter II

Particular conditions for the admission of shares .....................................................

Section 1

Article 42
Article 43
Article 44

Section 2
Article 45
Article 46
Article 47
Article 48
Article 49
Article 50
Article 51

Conditions relating to companies for the shares of which admission
to official listing is sought............................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Conditions relating to the shares for which admission is sought...................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

11

Chapter III

Section 1

Article 52

Section 2

Article 53
Article 54
Article 55
Article 56
Article 57

Section 3
Article 58
Article 59

Chapter IV

Article 60
Article 61
Article 62
Article 63

TITLE IV

Particular conditions relating to the admission to the official listing
of debt securities issued by an undertaking ..............................................................
Conditions relating to undertakings for the debt securities of
which admission to official listing is sought.................................................................
...... .............................................................................................................................

Conditions relating to the debt securities for which admission to
official listing is sought ...............................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Other conditions ..........................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Particular conditions relating to the admission to official listing of
debt securities issued by a State, its regional or
local authorities or a public international body ........................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

ONGOING OBLIGATIONS RELATING TO SECURITIES
ADMITTED TO OFFICIAL LISTING ....................................................................

Chapter I

Obligations of companies whose shares are admitted to official listing ...................

Section 1
Article 64

Section 2
Article 65

Section 3
Article 66

Section 4
Article 67

Section 5
Article 68

Section 6
Article 69

Section 7
Article 70
Article 71

Section 8
Article 72
Article 73
Article 74
Article 75
Article 76
Article 77

Listing of newly issued shares of the same class ..........................................................
...... .............................................................................................................................

Treatment of shareholders ...........................................................................................
...... .............................................................................................................................

Amendment of the instrument of incorporation or the statutes .....................................
...... .............................................................................................................................

Annual accounts and annual report..............................................................................
...... .............................................................................................................................

Additional information ................................................................................................
...... .............................................................................................................................

Equivalence of information..........................................................................................
...... .............................................................................................................................

Periodical information to be published.........................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Publication and contents of the half-yearly report.........................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

12

Chapter II

Section 1
Article 78
Article 79
Article 80
Article 81
Article 82

Section 2

Article 83
Article 84

Chapter III

Section 1
Article 85
Article 86
Article 87
Article 88

Section 2
Article 89
Article 90
Article 91

Section 3
Article 92

Section 4
Article 93
Article 94
Article 95

Section 5
Article 96

Section 6
Article 97

Obligation of issuers whose debt securities are admitted
to official listing .........................................................................................................
Debt securities issued by an undertaking......................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Debt securities issued by a State or its regional or local authorities or
by a public international body......................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Obligations relating to the information to be published when a
major holding in a listed company is acquired or disposed of..................................
General provisions.......................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Information when a major holding is acquired or disposed of.......................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Determination of the voting rights ...............................................................................
...... .............................................................................................................................

Exemptions .................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Competent authorities..................................................................................................
...... .............................................................................................................................

Sanctions.....................................................................................................................
...... .............................................................................................................................

TITLE V

PUBLICATION AND COMMUNICATION OF THE INFORMATION ...............

Chapter I

Publication and communication of listing particulars for the
admission of securities to the official stock exchange listing ....................................

Section 1

Article 98
Article 99
Article 100

Section 2

Article 101

Procedures and period of publication of listing particulars and
their supplements ........................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Prior communication to the competent authorities of
the means of publication ..............................................................................................
...... .............................................................................................................................

Chapter II

Publication and communication of information after listing ....................................

Article 102

...... .............................................................................................................................

13

Chapter III

Languages ..................................................................................................................

Article 103
Article 104

...... .............................................................................................................................
...... .............................................................................................................................

TITLE VI

COMPETENT AUTHORITIES AND COOPERATION
BETWEEN MEMBER STATES ..............................................................................

Article 105
Article 106
Article 107

...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

TITLE VII

CONTACT COMMITTEE .......................................................................................

Chapter 1

Composition, working and tasks of the Committee ..................................................

Article 108

...... .............................................................................................................................

Chapter II

Adaptation of the amount of equity market capitalisation .......................................

Article 109

...... .............................................................................................................................

TITLE VIII

FINAL PROVISIONS ...............................................................................................

Article 110
Article 111
Article 112
Article 113

Annex I

...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................
...... .............................................................................................................................

Schedule of listing particulars for the admission of securities
to the official stock exchange listing..........................................................................

Annex II

Part A, Repealed Directives and their successive amendments................................

Annex II

Part B, Deadlines for transposition into national law...............................................

Annex III

Correlation table........................................................................................................

14

TITLE I
DEFINITIONS AND SCOPE OF APPLICATION

Chapter I
Definitions

Article 1

For the purposes of this Directive:

(a) ‘issuers’ shall mean companies and other

legal persons and any
undertaking whose securities are the subject of an application for
admission to official listing on a stock exchange;

(b) ‘collective investment undertakings other than the closed-end type’ shall

mean unit trusts and investment companies:

(i)

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 holders' request, repurchased or
(ii) the units of which are, at
these
indirectly, out of
redeemed, directly or
undertakings. Action taken by such undertakings to ensure that the
stock exchange value of its units does not significantly vary from
their net asset value shall be regarded as equivalent
to such
repurchase or redemption;

the assets of

80/390/EEC
Article 2 (c)

79/279/EEC
Article 2 (a)
80/390/EEC
Article 2 (a)

(c) For the purposes of this Directive ‘investment companies other than

those of the closed-end type’ shall mean investment companies:

82/121/EEC
Article 1 (2), 2nd subparagraph

(i)

the object of which is the collective investment of capital provided
by the public, and which operate on the principle of risk spreading,
and

(ii) the shares of which are, at the holders' request, repurchased or
redeemed, directly or indirectly, out of those companies’ assets.
Action taken by such companies to ensure that the stock exchange
value of their shares does not significantly vary from their net asset
value shall be regarded as equivalent
to such repurchase or
redemption;

(d) ‘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;

80/390/EEC
Article 2 (e)

(e)

‘units of a collective investment undertaking’ shall mean securities
issued by a collective investment undertaking as representing the rights
of participants in the assets of such an undertaking;

79/279/EEC
Article 2 (b)
80/390/EEC
Article 2 (b)

15

(f)

‘participating interest’ 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) ‘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 directly linked to the turnover;

80/390/EEC
Article 2 (f)

80/390/EEC
Article 2 (d)

(h) ‘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.

80/390/EEC
Article 2 (g)

16

Chapter II
Scope of application

Article 2

1. Articles 5 to 19, 42 to 69, and 78 to 84 of this Directive apply to
securities which are admitted to official listing or are the subject of an
application for admission to official listing on a stock exchange situated or
operating within a Member State.

79/279/EEC
Article 1
(adapted)

2. Member States may decide not to apply the provisions mentioned in
paragraph 1 to:

(a) units issued by collective investment undertakings other than the

closed-end type,

(b) securities issued by a Member State or

its regional or

local

authorities.

Article 3

1. Articles 20 to 41, as well as Annex I, shall apply to securities which
are the subject of an application for admission to official listing on a stock
exchange situated or operating within a Member State.

80/390/EEC
Article 1
(adapted)

2. The provisions mentioned in paragraph 1 shall not apply to:

(a) units issued by collective investment undertakings other than the

closed-end type,

(b) securities issued by a Member State or by its regional or local

authorities.

Article 4

1. Articles 70 to 77 shall apply to companies the shares of which are
admitted to official listing on a stock exchange situated or operating in a
Member State, whether the admission is of the shares themselves or of
certificates representing them, and whenever the date of this admission
occurred.

82/121/EEC
Article 1 (1)
(adapted)

2. The provisions mentioned in paragraph 1 shall not, however, apply to
investment undertakings other than those of the closed-end type.

82/121/EEC
Article 1 (2), 1st subparagraph
(adapted)

3. The Member States may exclude central banks from the scope of the
provisions mentioned in paragraph 1.

82/121/EEC
Article 1 (3)
(adapted)

17

TITLE II
GENERAL PROVISIONS CONCERNING
THE OFFICIAL LISTING OF SECURITIES

Chapter I
General conditions for admission

Article 5

Member States shall ensure that:

(a) securities may not be admitted to official listing on any stock exchange
situated or operating within their territory unless the conditions laid
down by this Directive are satisfied, and that

(b) issuers of securities admitted to such official listing, regardless of the
date on which this admission takes place, are subject to the obligations
provided for by this Directive.

79/279/EEC
Article 3
(adapted)

Article 6

1. The admission of securities to official listing shall be subject to the
conditions set out in Articles 42 to 51, and 52 to 63, relating to shares and
debt securities respectively.

79/279/EEC
Article 4
(adapted)

2. The issuers of securities admitted to official
the
obligations set out in Articles 64 to 69, and 78 to 84, relating to shares and
debt securities respectively.

listing must fulfil

3. Certificates representing shares may be admitted to official listing only
if the issuer of the shares represented fulfils the conditions set out in Articles
42 to 44 and the obligations set out
in Articles 64 to 69 and if the
certificates fulfil the conditions set out in Articles 45 to 50.

Article 7

Member States may not make the admission to official listing of securities
issued by companies or other legal persons which are nationals of another
Member State subject to the condition that the securities must already have
been admitted to official listing on a stock exchange situated or operating in
one of the Member States.

79/279/EEC
Article 6

18

79/279/EEC
Article 5

Chapter II
More stringent or additional conditions and obligations

Article 8

1. Subject to the prohibitions provided for in Article 7 and in Articles 42
to 63, the Member States may make the admission of securities to official
listing subject to more stringent conditions than those set out in Articles 42
to 63 or to additional conditions, provided that these more stringent and
additional conditions apply generally for all issuers or for individual classes
of issuer and that they have been published before application for admission
of such securities is made.

2. Member States may make the issuers of securities admitted to official
listing subject to more stringent obligations than those set out in Articles 64
to 69 and 78 to 84 or to additional obligations, provided that these more
stringent and additional obligations apply generally for all issuers or for
individual classes of issuer.

3. Member States may, under the same conditions as those laid down in
Article 9, authorize derogations from the additional or more stringent
conditions and obligations referred to in paragraphs 1 and 2 hereof.

4. Member States may, in accordance with the applicable national rules
require issuers of securities admitted to official listing to inform the public
on a regular basis of their financial position and the general course of their
business.

Chapter III
Derogations

Article 9

Any derogations from the conditions for the admission of securities to
official listing which may be authorized in accordance with Articles 42 to 63
must apply generally for all issuers where the circumstances justifying them
are similar.

79/279/EEC
Article 7

Article 10

Member States may decide not to apply the conditions set out in Articles 52
to 63 and the obligations set out in Article 81 (1) and (3) in respect of
applications for admission to official listing of debt securities issued by
companies and other legal persons which are nationals of a Member State
and which are set up by, governed by or managed pursuant to a special law
where repayments and interest payments in respect of those securities are
guaranteed by a Member State or one of its federal states.

79/279/EEC
Article 8

19

Chapter IV
Powers of the national competent authorities

Section 1
Decision of admission

Article 11

1. The competent authorities referred to in Article 105, decide on the
admission of securities to official listing on a stock exchange situated or
operating within their territories.

2. Without prejudice to the other powers conferred upon them,
the
competent authorities may reject an application for the admission of a
security to official listing if, in their opinion, the issuer's situation is such
that admission would be detrimental to investors' interests.

Article 12

By way of derogation from Article 8, Member States may, solely in the
interests of protecting the investors, give the competent authorities power to
make the admission of a security to official listing subject to any special
of
condition which the competent authorities consider appropriate and
which they have explicitly informed the applicant.

Article 13

1. Where applications are to be made simultaneously or within short
intervals of one another for admission of the same securities to official listing
on stock exchanges situated or operating in more than one Member State, or
where an application for admission is made in respect of a security already
listed on a stock exchange in another Member State,
the competent
authorities shall communicate with each other and make such arrangements
as may be necessary to expedite the procedure and simplify as far as possible
the formalities and any additional conditions required for admission of the
security concerned.

2.
In order to facilitate the work of the competent authorities, any
application for the admission of a security to official listing on a stock
exchange situated or operating in a Member State must state whether a
similar application is being or has been made in another Member State, or
will be made in the near future.

79/279/EEC
Article 9 (1)
(adapted)

79/279/EEC
Article 9 (3)

79/279/EEC
Article 10

79/279/EEC
Article 18 (2) and (3)

Article 14

The competent authorities may refuse to admit to official listing a security
already officially listed in another Member State where the issuer fails to
comply with the obligations resulting from admission in that Member State.

79/279/EEC
Article 11

20

Article 15

Where an application for admission to official listing relates to certificates
representing shares, the application shall be considered only if the competent
authorities are of the opinion that the issuer of the certificates is offering
adequate safeguards for the protection of investors.

79/279/EEC
Article 16

Section 2
Information requested by the competent authorities

Article 16

1. An issuer whose securities are admitted to official listing shall provide
the competent authorities with all the information which the latter consider
appropriate in order to protect investors or ensure the smooth operation of
the market.

79/279/EEC
Article 13

2. Where protection of investors or the smooth operation of the market so
requires, an issuer may be required by the competent authorities to publish
such information in such a form and within such time limits as they consider
appropriate. Should the issuer fail to comply with such requirement, the
competent authorities may themselves publish such information after having
heard the issuer.

Section 3
Action against an issuer failing to comply to
the obligations resulting from admission

Article 17

Without prejudice to any other action or penalties which they may
contemplate in the event of failure on the part of the issuer to comply with
the obligations resulting from admission to official listing, the competent
authorities may make public the fact that an issuer is failing to comply with
those obligations.

79/279/EEC
Article 12

21

Section 4
Suspension and discontinuance

Article 18

1. The competent authorities may decide to suspend the listing of a security
where the smooth operation of the market
temporarily
jeopardized or where protection of investors so requires.

is, or may be,

79/279/EEC
Article 14

2. The competent authorities may decide that the listing of the security be
discontinued where they are satisfied that, owing to special circumstances,
normal regular dealings in a security are no longer possible.

Section 5
Right to apply to the courts in case of refusal of admission
or discontinuance

Article 19

1. Member States shall ensure decisions of the competent authorities
refusing the admission of a security to official listing or discontinuing such a
listing shall be subject to the right to apply to the courts.

79/279/EEC
Article 15

2. An applicant shall be notified of a decision regarding his application for
admission to official listing within six months of receipt of the application
or, should the competent authority require any further information within
that period, within six months of the applicant's supplying such information.

3. Failure to give a decision within the time limit specified in paragraph 2
shall be deemed a rejection of the application. Such rejection shall give rise
to the right to apply to the courts provided for in paragraph 1.

22

TITLE III
PARTICULAR CONDITIONS RELATING TO
OFFICIAL LISTINGS OF SECURITIES

Chapter I
Publication of listing particulars for admission

Section 1
General provisions

Article 20

Member States shall ensure that the admission of securities to official listing
on a stock exchange situated or operating within their
territories is
conditional upon the publication of an information sheet, hereinafter referred
to as “listing particulars”, in accordance with Chapter I of Title V.

80/390/EEC
Article 3
(adapted)

Article 21

1. The listing particulars shall contain the information which, according to
the particular nature of the issuer and of the securities for the admission of
which application is being made, 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 such securities.

80/390/EEC
Article 4

2. Member States shall ensure that the obligation referred to in paragraph
1 is incumbent upon the persons responsible for the listing particulars as
provided for in heading 1.1 of Schedules A and B of Annex I hereto.

Article 22

1. Without prejudice to the obligation referred to in Article 21, Member
States shall ensure that, subject to the possibilities for exemptions provided
for in Articles 23 and 24, listing particulars 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 of Annex I, depending on whether
shares, debt securities or certificates representing shares are involved.

80/390/EEC
Article 5

In the specific cases covered by Articles 25 to 34 the listing particulars
2.
are to be drawn up in accordance with the specifications given in those
Articles, subject to the possibilities for exemptions provided for in Articles
23 and 24.

3. Where certain headings in Schedules A, B and C of Annex I appear
inappropriate to the issuer's sphere of activity or
listing
particulars giving equivalent information shall be drawn up by adapting
these headings.

form,

legal

23

Section 2
Partial or complete exemption from the obligation
to publish listing particulars

Article 23

Without prejudice to Article 39 (1), Member States may allow the
competent authorities responsible for checking the listing particulars within
the meaning of this Directive, to provide for partial or complete exemption
from the obligation to publish listing particulars in the following cases:

80/390/EEC
Article 6
(as amended by Directive
90/211/EEC - Article 1)

80/390/EEC
Article 6, points (1), (2) and (3)
(adapted)

(1) where the securities for which admission to official listing is applied for

are:

(a) securities which have been the subject of a public issue; or

(b) securities issued in connection with a takeover offer; or

(c) securities issued in connection with a merger

involving the
acquisition of another company or the formation of a new company,
the transfer of all or part of an
the division of a company,
undertaking's assets and liabilities or as consideration for
the
transfer of assets other than cash;

and where, not more than 12 months before the admission of the
securities to official listing, a document, regarded by the competent
authorities as containing information equivalent to that of the listing
particulars provided for by this Directive, has been published in the
same Member State. Particulars shall also be published of any material
changes which have occurred since such document was prepared. The
document must be made available to the public at the registered office
of the issuer and at the offices of the financial organizations retained to
act as the latter's paying agents, and any particulars of material changes
shall be published in accordance with Articles 98 (1) and 99 (1);

(2) where the securities for which admission to official listing is applied for

are:

(a) shares allotted free of charge to holders of shares already listed on

the same stock exchange; or

(b) shares resulting from the conversion of convertible debt securities or
shares created after an exchange for exchangeable debt securities, if
the company whose shares are offered by way of
shares of
conversion or exchange are already listed on the same stock
exchange; or

(c) shares resulting from the exercise of the rights conferred by
warrants, if shares of the company whose shares are offered to
holders of the warrants are already listed on the same stock
exchange; or

24

(d) shares issued in substitution for shares already listed on the same
stock exchange if the issuing of such new shares does not involve
any increase in the company's issued share capital;

80/390/EEC
Article 6, points (1), (2) and (3)

and, where appropriate,
the information provided for in Chapter 2 of
Schedule A of Annex I is published in accordance with Articles 98 (1) and
99 (1);

(3) where the securities for which admission to official listing is applied for

are:

(a) shares of which either the number or the estimated market value or
the nominal value or,
the
accounting par value, amounts to less than 10% of the number or of
the corresponding value of shares of the same class already listed on
the same stock exchange; or

in the absence of a nominal value,

(b) debt securities issued by companies and other legal persons which

are nationals of a Member State and which:

(i) in carrying on their business, benefit from State monopolies, and

(ii) are set up or governed by a special law or pursuant to such a
law or whose borrowings are unconditionally and irrevocably
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

(i) were set up by special law, and

(ii) whose activities are governed by that law and consist solely in:

-

-

raising funds under state control through the issue of debt
securities, and

financing production by means of the resources which they
have raised and resources provided by a Member State, and

(iii) the debt securities of which are, for the purposes of admission
to official listing, considered by national law as debt securities
issued or guaranteed by the State; or

(d) shares allotted to employees,

if shares of the same class have
already been admitted to official listing on the same stock exchange;
shares which differ from each other solely as to the date of first
entitlement to dividends shall not be considered as being of different
classes; or

(e) securities already admitted to official
exchange in the same Member State; or

listing on another stock

(f)

shares issued in consideration for the partial or total renunciation by
the management of a limited partnership with a share capital of its
statutory rights over the profits, if shares of the same class have
already been admitted to official listing on the same stock exchange;
shares which differ from each other solely as to the date of first
entitlement to dividends shall not be considered as being of different
classes; or

25

(g) 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 capital, and provided that
certificates representing such shares are already listed on the same stock
exchange, and where:

80/390/EEC
Article 6, points (1), (2) and (3)

-in the case of (a), the issuer has complied with the stock exchange publicity
requirements imposed by the national authorities and has produced annual
accounts and annual and interim reports which these authorities have
considered adequate;

-in the case of (e), listing particulars complying with this Directive have
already been published; and

-in all the cases referred to in points (a) to (g), information concerning the
number and type of securities to be admitted to official listing and the
circumstances in which such securities have been issued has been published
in accordance with Articles 98 (1) and 99 (1);

(4) where:

(a)

the securities or the shares of the issuer or certificates representing such
shares have been officially listed in another Member State for not less than
three years before the application for admission to official listing;

80/390/EEC
Article 6, points (4) and (5)
(as amended by Directive
94/18/EC - Article 1 (1))
(adapted)

listing is sought,

(b) to the satisfaction of the competent authorities of the Member State in which
the competent authorities of the
admission to official
Member State or Member States in which the issuer's securities are officially
listed have confirmed that during the preceding three years or during the
entire time the issuer's securities have been listed, if that is less than three
the requirements concerning
years,
information and admission to listing imposed on companies the securities of
which are officially listed by virtue of this Directive;

the issuer has complied with all

(c) all the following are published in the manner stipulated in Articles 98 and

99 (1).

(i) a document containing the following information:

-

a statement that application has been made for admission of the
securities to official listing. In the case of shares, the statement shall
also specify the number and class of the shares in question and give a
concise description of the rights attaching thereto. In the case of
certificates representing shares the statement shall also specify the
rights attaching to the original securities and give information
concerning the possibility of converting the certificates into original
securities and the procedure for that conversion. In the case of debt
securities the statement shall also specify the nominal amount of the
loan (if that amount is not fixed, a statement to that effect shall be
made) and the conditions and terms of the loan; 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
in the case of
the conditions governing changes in the rate);
convertible debt
securities, debt
securities, exchangeable debt
securities with warrants or warrants the statement shall also specify
the nature of the shares offered by way of conversion, exchange or
subscription,
the conditions of and
procedures for conversion, exchange or subscription and details of the
circumstances in which they may be amended;

the rights attaching thereto,

26

80/390/EEC
Article 6, points (4) and (5)
(as amended by Directive
94/18/EC – Article 1 (1))

-

-

-

details of any significant change or development which has
occurred since the date to which the documents referred to in
(ii) and (iii) relate;

information specific to the market in the country in which
admission is sought concerning in particular the income tax
system, the paying agent for the issuer and the ways in
which notices to investors are published; and

a declaration by the persons responsible for the information
given in accordance with the first three indents that such
information is in accordance with the facts and includes no
omissions likely to affect the import of the document;

(ii) the latest annual report,

the latest audited annual accounts
(where the issuer prepares both own and consolidated annual
accounts both sets of accounts shall be supplied. The competent
authorities may, however, allow the issuer to supply either his
own or
the
accounts which are not supplied do not provide any significant
information) and the issuer's latest half-yearly
additional
statement for the year in question where it has already been
published;

the consolidated accounts, on condition that

(iii) any listing particulars, prospectus or equivalent document
in the 12 months preceding the

published by the issuer
application for admission to official listing; and

(iv) the following information where it is not already given in the

documents provided for in (i), (ii) and (iii):

-

-

-

-

composition

administrative,
the
management and supervisory bodies and the functions
performed by individual members,

company's

the

of

general information about the capital,

the current situation on the basis of the latest information
communicated to the issuer under Articles 85 to 97, and

any reports concerning the last published annual accounts by
the official auditors required by the national
law of the
Member State within the territory of which the issuer's
registered office is situated;

(d) the notices, bills, posters and documents announcing the admission
of the securities to official
listing and indicating the essential
characteristics of those securities and all other documents relating
to their admission and intended for publication by the issuer or on
his behalf state that the information referred to in (c) exists and
indicate where it
is being or will be published in the manner
prescribed in Article 98; and

(e)

the information referred to in (c) and the notices, bills, posters and
documents referred to in (d) have been sent
to the competent
authorities before being made available to the public.

27

(5) where companies the shares in which have already been dealt in for at
least the preceding two years on a second-tier market, regulated and
supervised by authorities recognized by public bodies, seek to have their
securities admitted to official listing in the same Member State and, in
the opinion of the competent authorities,
in
substance to that required by this Directive is available to investors
before the date on which admission to official listing becomes effective.

information equivalent

Section 3
Permitted omission from listing particulars of certain information

Article 24

80/390/EEC
Article 6, points (4) and (5)
(as amended by Directive
94/18/EC - Article 1 (1))

The competent authorities may authorize omission from the listing
particulars of certain information provided for by this Directive if they
consider that:

80/390/EEC
Article 7

(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.

28

Section 4
Contents of listing of particulars in specific cases

Article 25

1. Where the application for admission to official listing relates to shares offered to shareholders of the
issuer on a pre-emptive basis and shares of the latter are already listed on the same stock exchange, the
competent authorities may provide that the listing particulars shall contain only the information provided
for by Schedule A of Annex I:

80/390/EEC
Article 8

(a)

in Chapter 1,

(b) in Chapter 2,

(c)

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,

(d) in Chapter 4, headings 4.2, 4.4, 4.5, 4.7.1, and 4.7.2,

(e)

in Chapter 5, headings 5.1.4, 5.1.5, and 5.5,

(f)

in Chapter 6, headings 6.1, 6.2.0, 6.2.1,6.2.2, 6.2.3, and

(g) in Chapter 7.

Where the shares referred to in the first subparagraph are represented by certificates,
the listing
particulars shall contain, at least, subject to Article 33 (2) and (3), in addition to the information
mentioned in that subparagraph, that provided for in Schedule C of Annex I:

(a)

in Chapter 1, headings 1.1, 1.3, 1.4, 1.6 and 1.8, and

(b) in Chapter 2.

2. Where the application for admission to official
listing 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 and where the latter's shares are already listed on the same stock exchange,
the competent authorities may provide that the listing particulars shall contain only:

(a)

information concerning the nature of the shares offered by way of conversion, exchange or -
subscription and the rights attaching thereto,

(b) the information provided for in Schedule A of Annex I and mentioned in the first subparagraph of

paragraph 1, except for that provided for in Chapter 2 of that Schedule,

(c)

the information provided for in Chapter 2 of Schedule B of Annex I, and

(d) the conditions of and procedures for conversion exchange and subscription and the situations in

which they may be amended.

3. When published in accordance with Article 98, listing particulars as referred to in paragraphs 1 and
2 shall be accompanied by the annual accounts for the latest financial year.

4. Where the issuer prepares both own and consolidated annual accounts, both sets of accounts shall
accompany the listing particulars. However, the competent authorities may allow the issuer to attach to
the listing particulars either the own or the consolidated accounts alone, provided that the accounts not
attached to the listing particulars furnish no material additional information.

29

Article 26

1. Where the application for admission to official listing relates to debt
securities which are neither convertible, exchangeable, nor accompanied by
warrants and are issued by an undertaking which has securities already listed
on the same stock exchange, the competent authorities may provide that the
listing particulars shall contain only the information provided for by
Schedule B of Annex I:

80/390/EEC
Article 9

(a)

in Chapter 1,

(b) in Chapter 2,

(c)

in Chapter 3, headings 3.1.0, 3.1.5, 3.2.0 and 3.2.2,

(d) in Chapter 4, heading 4.3,

(e)

in Chapter 5, headings 5.1.2, 5.1.3, 5.1.4 and 5.4,

(f)

in Chapter 6, and

(g) in Chapter 7.

2. When published in accordance with Article 98, listing particulars as
referred to in paragraph 1 shall be accompanied by the annual accounts for
the latest financial year.

3. Where the issuer prepares both own and consolidated annual accounts,
both sets of accounts must accompany the listing particulars. However, the
competent authorities may allow the issuer to attach to the listing particulars
either the own or the consolidated accounts alone, provided that the accounts
not attached to the listing particulars furnish no material additional
information.

Article 27

Where the application for admission to official
listing relates to debt
securities nearly all of which, because of their nature, are normally bought
and traded in by a limited number of investors who are particularly
knowledgeable in investment matters, the competent authorities may allow
the omission from the listing particulars of certain information provided for
by Schedule B of Annex I or allow its inclusion in summary form, on
condition that such information is not material from the point of view of the
investors concerned.

80/390/EEC
Article 10

30

Article 28

1. For the admission of securities,
official listing, the listing particulars must contain:

issued by financial

institutions,

to

80/390/EEC
Article 11

(a) at

least

the information specified in Chapters 1, 2, 3, 5 and 6 of
Schedules A or B of Annex I, according to whether the issue is of shares
or debt securities, and

(b) information adapted, in accordance with the rules laid down for that
purpose by national law or by the 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 of Annex I.

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:

(a) collective investment undertakings whose units are not excluded from

the scope of this Directive by Article 3 (2) (a),

(b) 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

(c) companies holding portfolios of securities,

licences or patents and

engaging in no activity other than the management of such portfolios.

Article 29

Where the application for admission to official
listing concerns 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 listing particulars shall contain only:

80/390/EEC
Article 12

(a)

the information provided for in heading 1.1 and Chapter 2 of Schedule
B of Annex I, and

(b) 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 or at those of the financial organizations retained to act
as the latter's paying agents.

31

Article 30

1. For the admission to official listing of debt securities guaranteed by a
legal person, listing particulars must include:

80/390/EEC
Article 13

(a) with respect to the issuer, the information provided for in Schedule B of

Annex I, and

(b) 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 listing
particulars relating to that financial
institution shall be drawn up in
accordance with Article 28, without prejudice to the first subparagraph of
this paragraph.

2. When the issuer of the guaranteed debt securities is a finance company
as referred to in Article 28 (3), the listing particulars must include:

(a) 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 of Annex I,
and

(b) 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
information with a view to achieving greater
comprehensibility of the listing particulars.

this

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.

32

Article 31

1. Where the application for admission to official
listing relates to
convertible debt securities, exchangeable debt securities or debt securities
with warrants, the listing particulars must include:

80/390/EEC
Article 14

(a) information concerning the nature of the shares offered by way of
conversion, exchange or subscription, and the rights attaching thereto,

(b) the information provided for in heading 1.3 and Chapters 3 to 7 of

Schedule A of Annex I,

(c)

the information provided for in Chapter 2 of Schedule B of Annex I,
and

(d) the conditions of and procedures

conversion exchange or
subscription and details of the situations in which they may be amended.

for

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,
listing particulars must include:

(a)

information concerning the nature of the shares offered by way of
conversion, exchange or subscription and the rights attaching thereto,
and

(b) in respect of the issuer of the securities, the information provided for in

Schedule B of Annex I,

(c)

in respect of the issuer of the shares, that provided for in heading 1.3
and Chapters 3 to 7 of Schedule A of Annex I, and

(d) 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 as
referred to in Article 28 (3), listing particulars 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 of Annex I.

Article 32

1. Where the application for admission to official
listing relates to
securities issued in connection with a merger involving the acquisition of
another company or the formation of a new company, the division of a
company, the transfer of all or part of an undertaking's assets and liabilities,
a takeover offer or as consideration for the transfer of assets other than cash,
the documents describing the terms and conditions of such operations as well
as, where appropriate, any opening balance sheet, whether or not pro forma,
if the issuer has not yet prepared its annual accounts, must, without prejudice
to the requirement to publish the listing particulars, be made available for
inspection by the public at the offices of the issuer of the securities and at
those of the financial organizations retained to act as the latter's paying
agents.

2. Where the transaction referred to in paragraph 1 took place more than
two years previously,
the competent authorities may dispense with the
requirement imposed in that paragraph.

33

80/390/EEC
Article 15

Article 33

listing relates to
1. When the application for admission to official
certificates representing shares,
the listing particulars must contain the
information, as regards certificates, provided for in Schedule C of Annex I
and the information, as regards the shares represented, provided for in
Schedule A of Annex I.

80/390/EEC
Article 16

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) 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

(b) a subsidiary 95% or more of which is owned by a credit institution as
referred to in point (a), 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

(c) an ‘Administratiekantoor’ in the Netherlands governed, for the safe
custody of the original securities, by special regulations laid down by the
competent authorities.

In the case of certificates issued by a securities transfer organization or
3.
the competent
by an auxiliary institution set up by such organization,
authorities may dispense with the publication of the information provided for
in Chapter 1 of Schedule C of Annex I.

Article 34

1. Where debt securities for which admission to official listing is applied
for 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 of Annex I.

80/390/EEC
Article 17

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 5
Control and circulation of listing particulars

Article 35

1. No listing particulars may be published until they have been approved
by the competent authorities.

80/390/EEC
Article 18 (2), and (3) first
subparagraph

2. The competent authorities shall approve the publication of listing
particulars only if
the
requirements set out in this Directive.

the opinion that

they satisfy all

they are of

34

Article 36

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 of
Annex I or, if necessary, to require an additional report.

80/390/EEC
Article 19

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.

Section 6
Determination of the competent authority

Article 37

Where, for the same securities, applications for admission to official listing
on stock exchanges situated or operating in two or more Member States,
including the Member State in which the issuer's registered office is situated,
are made simultaneously or within a short interval, listing particulars shall
be drawn up in accordance with the rules laid down in this Directive in the
Member State in which the issuer has its registered office and approved by
the competent authorities of that State if the issuer's registered office is not
situated in one of those Member States, the issuer must choose one of those
States under the legislation of which the listing particulars will be drawn up
and approved.

80/390/EEC
Article 24
(as amended by Directive
87/345/EEC - Article 1)

Section 7
Mutual recognition

Article 38

1. Once approved in accordance with Article 37, listing particulars must,
subject to any translation, be recognized by the other Member States in
which admission to official listing has been applied for, without its being
necessary to obtain the approval of the competent authorities of those States
and without
information be
included in the listing particulars. The competent authorities may, however,
require that listing particulars include information specific to the market of
the country of admission concerning in particular the income tax system, the
financial organizations retained to act as paying agents for the issuer in that
country, and the way in which notices to investors are published.

their being able to require that additional

2. Listing particulars approved by the competent authorities within the
meaning of Article 37 must be recognized in another Member State in
which application for admission to official listing is made, even if partial
exemption or partial derogation has been granted pursuant to this Directive,
provided that:

80/390/EEC
Article 24a
(as amended by Directive
87/345/EEC - Article 1)

35

80/390/EEC
Article 24a
(as amended by Directive
87/345/EEC - Article 1)

80/390/EEC
Article 24b (1)
(as amended by Directive
90/211/EEC - Article 2)

(a)

the partial exemption or partial derogation in question is of a type that is
recognized in the rules of the other Member State concerned, and

(b) the conditions that justify the partial exemption or partial derogation
also exist in the other Member State concerned and that there are no
other conditions concerning such exemption or derogation which might
lead the competent authority in that Member State to refuse them.

Even if the conditions laid down in (a) and (b) are not fulfilled, the Member
State concerned may allow its competent authorities to recognize the listing
particulars approved by the competent authorities within the meaning of
Article 37.

3. When approving listing particulars, the competent authorities within the
meaning of Article 37 shall provide the competent authorities of the other
Member States in which application for official
listing is made with a
certificate of approval. If partial exemption or partial derogation has been
granted pursuant to this Directive, the certificate shall state that fact and the
reasons for it.

4. When application for admission to official listing is made, the issuer
shall communicate to the competent authorities in each of the other Member
States in which it is applying for admission the draft listing particulars
which it intends to use in that State.

5. Member States may restrict the application of this Article to listing
particulars of issuers having their registered office in a Member State.

Article 39

listing in one or more
1. Where application for admission to official
Member States is made and the securities have been the subject of a
public-offer prospectus drawn up and approved in any Member State in
accordance with Articles 7, 8 or 12 of Directive 89/298/EEC in the three
months preceding the application for admission, the public-offer prospectus
shall be recognized, subject to any translation, as listing particulars in the
Member State or States in which application for admission to official listing
is made, without its being necessary to obtain the approval of the competent
authorities of that Member State or those Member States and without their
information be included in the
being able to require that additional
prospectus. The competent authorities may, however,
the
prospectus include information specific to the market of the country of
admission concerning, in particular, the income tax system, the financial
organizations retained to act as paying agents for the issuer in the country of
admission and the ways in which notices to investors are published.

require that

2. Article 38 (2) to (5) shall apply in the eventuality referred to in
paragraph 1 of this Article.

3. Article 100 shall apply to all changes occurring between the time when
the content of the prospectus referred to in paragraph 1 is adopted and the
time when stock exchange dealings begin.

80/390/EEC
Article 24b (2) and (3)
(as amended by Directive
87/345/EEC - Article 1)

36

80/390/EEC
Article 24c (2) and (3)
(as amended by Directive
87/345/EEC - Article 1)

Article 40

1. Where an application for admission to official
listing concerning
securities giving a right to participate in company capital, either immediately
or at the end of the maturity period, is made in one or more Member States
other than that in which the registered office of the issuer of the shares to
which those securities give entitlement is situated, while that issuer's shares
have already been admitted to official listing in that Member State, the
competent authorities of the Member State of admission may act only after
having consulted the competent authorities of the Member State in which the
registered office of the issuer of the shares in question is situated.

2. Where an application for admission to official
listing is made for
securities which have been listed in another Member State less than six
months previously, the competent authorities to whom application is made
shall contact the competent authorities which have already admitted the
securities to official listing and shall, as far as possible, exempt the issuer of
those securities from the preparation of new listing particulars, subject to any
need for updating, translation or the issue of supplements in accordance with
the individual requirements of the Member State concerned.

Section 8
Agreements with non-member countries

(adapted)

Article 41

The Community may, by means of agreements concluded with one or more
non-member countries pursuant to the Treaty, recognize listing particulars
drawn up and checked, in accordance with the rules of the non-member
country or countries, as meeting the requirements of this Directive, subject to
the rules concerned give investors protection
reciprocity, provided that
equivalent to that afforded by this Directive, even if those rules differ from
the provisions of this Directive.

80/390/EEC
Article 25a
(as amended by Directive
87/345/EEC - Article 1)

37

Chapter II
Specific conditions for the admission of shares

Section 1
Conditions relating to companies for the shares of which admission to
official listing is sought

Article 42

The legal position of the company must be in conformity with the laws and
Regulations to which it is subject, as regards both its formation and its
operation under its statutes.

79/279/EEC
Annex - Schedule A (I) (1)

Article 43

1. The foreseeable market capitalization of the shares for which admission
to official listing is sought or, if this cannot be assessed, the company's
capital and reserves, including profit or loss, from the last financial year,
must be at least one million euro.

79/279/EEC
Annex - Schedule A (I) (2)
[as amended by
Regulation 1103/97 - Article 2]

2. Member States may provide for admission to official listing, even when
this condition is not fulfilled, provided that the competent authorities are
satisfied that there will be an adequate market for the shares concerned.

3. A higher foreseeable market capitalization or higher capital and reserves
may be required by a Member State for admission to official listing only if
another regulated, regularly operating, recognized open market exists in
that State and the requirements for it are equal to or less than those referred
to in paragraph 1.

4. The condition set out in paragraph 1 shall not be applicable for the
admission to official listing of a further block of shares of the same class as
those already admitted.

5. The equivalent in national currency of one million euro shall initially be
the equivalent in national currency of one million European units of
account that were applicable on 5 March 1979.

[as amended by
Regulation 1103/97 - Article 2]
(adapted)

6.
If, as a result of adjustment of the equivalent of the euro in national
currency, the market capitalization expressed in national currency remains
for a period of one year at least 10% more or less than the value of one
million euro the Member state must, within the 12 months following the
expiry of that period, adjust its laws, regulations or administrative provisions
to comply with paragraph 1.

[as amended by
Regulation 1103/97 - Article 2]

[as amended by
Regulation 1103/97 - Article 2]

38

Article 44

A company must have published or filed its annual accounts in accordance
with national law for the three financial years preceding the application for
official listing. By way of exception, the competent authorities may derogate
from this condition where such derogation is desirable in the interests of the
company or of investors and where the competent authorities are satisfied
that investors have the necessary information available to be able to arrive at
an informed judgement on the company and the shares for which admission
to official listing is sought.

Section 2
Conditions relating to the shares for which admission is sought

Article 45

79/279/EEC
Annex - Schedule A (I) (3)

The legal position of the shares must be in conformity with the laws and
regulations to which they are subject.

79/279/EEC
Annex - Schedule A (II) (1)

Article 46

1. The shares must be freely negotiable.

2. The competent authorities may treat shares which are not fully paid up
as freely negotiable, if arrangements have been made to ensure that the
negotiability of such shares is not restricted and that dealing is made open
and proper by providing the public with all appropriate information.

3. The competent authorities may, in the case of the admission to official
listing of shares which may be acquired only subject to approval, derogate
from paragraph 1 only if the use of the approval clause does not disturb the
market.

Article 47

79/279/EEC
Annex - Schedule A (II) (2)

Where public issue precedes admission to official listing, the first listing may
be made only after
the end of the period during which subscription
applications may be submitted.

79/279/EEC
Annex - Schedule A (II) (3)

39

Article 48

1. A sufficient number of shares must be distributed to the public in one or
more Member States not later than the time of admission.

79/279/EEC
Annex - Schedule A (II) (4)

2. The condition set out in paragraph 1 shall not apply where shares are
to be distributed to the public through the stock exchange. In that event,
admission to official listing may be granted only if the competent authorities
are satisfied that a sufficient number of shares will be distributed through
the stock exchange within a short period.

3. Where admission to official listing is sought for a further block of shares
of the same class, the competent authorities may assess whether a sufficient
number of shares has been distributed to the public in relation to all the
shares issued and not only in relation to this further block.

listing in one or more non-member countries,

4. By way of derogation from paragraph 1, if the shares are admitted to
official
the competent
authorities may, provide for their admission to official listing if a sufficient
number of shares is distributed to the public in the non-Member State or
States where they are listed.

(adapted)

5. A sufficient number of shares shall be deemed to have been distributed
either when the shares in respect of which application for admission has
been made are in the hands of the public to the extent of a least 25% of the
subscribed capital represented by the class of shares concerned or when,
in
view of the large number of shares of the same class and the extent of their
distribution to the public, the market will operate properly with a
lower
percentage.

Article 49

1. The application for admission to official listing must cover all the shares
of the same class already issued.

79/279/EEC
Annex - Schedule A (II) (5)

2. Member States may provide that
this condition shall not apply to
applications for admission not covering all the shares of the same class
already issued where the shares of that class for which admission is not
sought belong to blocks serving to maintain control of the company or are
not negotiable for a certain time under agreements, provided that the public
is informed of such situations and that there is no danger of such situations
prejudicing the interests of the holders of the shares for which admission to
official listing is sought.

Article 50

1. For the admission to official listing of shares issued by companies which
are nationals of another Member State and which shares have a physical
form it is necessary and sufficient that their physical form comply with the
standards laid down in that other Member State. Where the physical form
does not conform to the standards in force in the Member State in which
admission to official listing is applied for, the competent authorities of that
state shall make that fact known to the public.

79/279/EEC
Annex - Schedule A (II) (6)

2. The physical form of shares issued by companies which are nationals of
a non-member country must afford sufficient safeguard for the protection of
the investors.

(adapted)

40

Article 51

If the shares issued by a company which is a national of a non-member
country are not listed in either the country of origin or in the country in
which the major proportion of the shares is held, they may not be admitted
to official listing unless the competent authorities are satisfied that the
absence of a listing in the country of origin or in the country in which the
major proportion is held is not due to the need to protect investors.

79/279/EEC
Annex - Schedule A (II) (7)
(adapted)

Chapter III
Particular conditions relating to the admission to official listing
of debt securities issued by an undertaking

Section 1
Conditions relating to undertakings for the debt securities of which
admission to official listing is sought

Article 52

The legal position of the undertaking must be in conformity with the laws
and regulations to which it is subject, as regards both its formation and its
operation under its statutes.

79/279/EEC
Annex - Schedule B (A) (I)

Section 2
Conditions relating to the debt securities for which admission to official
listing is sought

Article 53

The legal position of the debt securities must be in conformity with the laws
and regulations to which they are subject.

79/279/EEC
Annex - Schedule B (A) (II) (1)

Article 54

1. The debt securities must be freely negotiable.

2. The competent authorities may treat debt securities which are not fully
paid up as freely negotiable if arrangements have been made to ensure that
the negotiability of these debt securities is not restricted and that dealing is
made open and proper by providing the public with all appropriate
information.

79/279/EEC
Annex - Schedule B (A) (II) (2)

41

Article 55

Where public issue precedes admission to official listing, the first listing may
be made only after
the end of the period during which subscription
applications may be submitted. This provision shall not apply in the case of
tap issues of debt securities when the closing date for subscription is not
fixed.

79/279/EEC
Annex - Schedule B (A) (II) (3)

Article 56

The application for admission to official listing must cover all debt securities
ranking pari passu.

79/279/EEC
Annex - Schedule B (A) (II) (4)

Article 57

the admission to official

1. For
listing of debt securities issued by
undertakings which are nationals of another Member State and which debt
securities have a physical form, it is necessary and sufficient that their
physical form comply with the standards laid down in that other Member
State. Where the physical form does not conform to the standards in force in
the Member State in which admission to official listing is applied for, the
competent authorities of that State shall make that fact known to the public.

2. The physical form of debt securities issued in a single Member State
must conform to the standards in force in that State.

79/279/EEC
Annex - Schedule B (A) (II) (5)

3. The physical form of debt securities issued by undertakings which are
nationals of a non-member country must afford sufficient safeguard for the
protection of the investors.

(adapted)

42

Section 3
Other conditions

Article 58

1. The amount of the loan may not be less than EUR 200 000. This
provision shall not be applicable in the case of tap issues where the amount
of the loan is not fixed.

2. Member States may provide for admission to official listing even when
this condition is not fulfilled, where the competent authorities are satisfied
that there will be a sufficient market for the debt securities concerned.

3. The equivalent in national currency of EUR 200 000 shall initially be
the equivalent in national currency of 200 000 units of account that were
applicable on 5 March 1979.

79/279/EEC
Annex - Schedule B (A) (III) (1)
(adapted)
[as amended by
Regulation 1103/97 - Article 2]

4.
If as a result of adjustment of the equivalent of the euro in national
currency the minimum amount of the loan expressed in national currency
remains, for a period of one year, at least 10% less than the value of
EUR 200 000 the Member State must, within the 12 months following the
expiry of that period, amend its laws,
regulations and administrative
provisions to comply with paragraph 1.

[as amended by
Regulation 1103/97 - Article 2]

[as
amended
1103/97 – Article 2]

by Regulation

Article 59

1. Convertible or exchangeable debentures and debentures with warrants
may be admitted to official listing only if the related shares are already listed
on the same stock exchange or on another regulated, regularly operating,
recognized open market or are so admitted simultaneously.

79/279/EEC
Annex - Schedule B (A) (III) (2)

2. Member States may, by way of derogation from paragraph 1, provide
for the admission to official listing of convertible or exchangeable debentures
or debentures with warrants, if the competent authorities are satisfied that
holders have at their disposal all the information necessary to form an
opinion concerning the value of the shares to which these debt securities
relate.

43

Chapter IV
Particular conditions relating to the admission to official listing of
Debt securities issued by a State, its regional or local
authorities or a public international body

Article 60

The debt securities must be freely negotiable.

Article 61

79/279/EEC
Annex - Schedule B (B) (1)

Where public issue precedes admission to official listing, the first listing may
be made only after
the end of the period during which subscription
applications may be submitted. This provision shall not apply where the
closing date for subscription is not fixed.

79/279/EEC
Annex - Schedule B (B) (2)

Article 62

The application for admission to official listing must cover all the securities
ranking pari passu.

79/279/EEC
Annex - Schedule B (B) (3)

Article 63

1. For the admission to official listing of debt securities which are issued
by a Member State or its regional or local authorities in a physical form, it
is
necessary and sufficient that such physical form comply with the standards
in force in that Member State. Where the physical form does not comply
with the standards in force in the Member State where admission to official
listing is applied for, the competent authorities of that state shall bring this
situation to the attention of the public.

79/279/EEC
Annex - Schedule B (B) (4)

2. The physical form of debt securities issued by non-member countries or
their regional or local authorities or by public international bodies must
afford sufficient safeguard for the protection of the investors.

(adapted)

44

TITLE IV
OBLIGATIONS RELATING TO SECURITIES
ADMITTED TO OFFICIAL LISTING

Chapter I
Obligations of companies whose shares are admitted
to official listing

Section 1
Listing of newly issued shares of the same class

Article 64

Without prejudice to Article 49 (2), in the case of a new public issue of
shares of the same class as those already officially listed, the company shall
be required, where the new shares are not automatically admitted, to apply
for their admission to the same listing, either not more than a year after their
issue or when they become freely negotiable.

79/279/EEC
Annex - Schedule C (1)

Section 2
Treatment of shareholders

Article 65

1. The company shall ensure equal treatment for all shareholders who are
in the same position.

79/279/EEC
Annex - Schedule C (2) (a) and (b)

2. The company must ensure, at least in each Member State in which its
shares are listed,
the necessary facilities and information are
available to enable shareholders to exercise their rights. In particular, it
must:

that all

(a) inform shareholders of the holding of meetings and enable them to

exercise their right to vote,

(b) publish notices or distribute circulars concerning the allocation and
payment of dividends, the issue of new shares including allotment,
subscription, renunciation and conversion arrangements,

(c) designate as its agent a financial institution through which shareholders
may exercise their financial rights, unless the company itself provides
financial services.

45

Section 3
Amendment of the instrument of incorporation or the statutes

Article 66

1. A company planning an amendment to its instrument of incorporation
or its statutes must communicate a draft thereof to the competent authorities
of the Member States in which its shares are listed.

79/279/EEC
Annex - Schedule C (3) (a) and (b)

2. That draft must be communicated to the competent authorities no later
than the calling of the general meeting which is to decide on the proposed
amendment.

Section 4
Annual accounts and annual report

Article 67

1. The company must make available to the public, as soon as possible, its
most recent annual accounts and its last annual report.

If the company prepares both annual own and annual consolidated
2.
the
accounts, it must make them available to the public. In that event
competent authorities may authorize the company only to make available to
the public either the own or the consolidated accounts, provided that the
accounts which are not made available to the public do not contain any
significant additional information.

3.
If the annual accounts and reports do not comply with the provisions of
Directives concerning companies' accounts and if they do not give a true and
fair view of the company's assets and liabilities, financial position and profit
or loss, more detailed and/or additional information must be provided.

Section 5
Additional information

Article 68

1. The company must inform the public as soon as possible of any major
new developments in its sphere of activity which are not public knowledge
and which may, by virtue of their effect on its assets and liabilities or
financial position or on the general course of its business, lead to substantial
movements in the prices of its shares.

The competent authorities may, however, exempt the company from this
requirement,
information is such as to
prejudice the legitimate interests of the company.

if the disclosure of particular

2. The company must inform the public without delay of any changes in
the rights attaching to the various classes of shares.

79/279/EEC
Annex - Schedule C (4) (a) to (c)
(adapted)

79/279/EEC
Annex - Schedule C (5) (a) and (b)

46

3. The company must inform the public of any changes in the structure
(shareholders and breakdowns 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.

79/279/EEC
Annex - Schedule C (5) (c)
(as amended by Directive
88/627/EEC - Article 1 (4))

In particular, a company which is not subject to Articles 85 to 97 must
inform the public within nine calendar days whenever it comes to its notice
that a person or entity has acquired or disposed of a number of shares such
that his or its holding exceeds or falls below one of the thresholds laid down
in Article 89.

Section 6
Equivalence of information

Article 69

1. A company whose shares are officially listed on stock exchanges
situated or operating in different Member States must ensure that equivalent
information is made available to the market at each of these exchanges.

79/279/EEC
Annex - Schedule C (6) (a) and (b)
(adapted)

2. A company whose shares are officially listed on stock exchanges
situated or operating in one or more Member States and in one or more non-
member countries must make available to the markets of the Member State
or States in which its shares are listed information which is at
least
equivalent to that which it makes available to the markets of the non-
member country or countries in question, if such information may be of
importance for the evaluation of the shares.

Section 7
Periodical information to be published

Article 70

The Member States shall ensure that the companies publish half–yearly
reports on their activities and profits and losses during the first six months of
each financial year.

82/121/EEC
Article 2

Article 71

With regard to the half-yearly report, the Member States may subject
companies to obligations more stringent
than those provided for by
Articles 70, and 72 to 76, 102 (2) and Article 103 or to additional
obligations, provided that they apply generally to all companies or to all
companies of a given class.

82/121/EEC
Article 3
(adapted)

47

Section 8
Publication and contents of the half-yearly report

Article 72

1. The half-yearly report shall be published within four months of the end
of the relevant six-month period.

82/121/EEC
Article 4

In exceptional, duly substantiated cases, the competent authorities shall

2.
be permitted to extend the time limit for publication.

Article 73

1. The half-yearly report shall consist of figures and an explanatory
statement relating to the company's activities and profits and losses during
the relevant six-month period.

82/121/EEC
Article 5

2. The figures, presented in table form, shall indicate at least:

(a) the net turnover, and

(b) the profit or loss before or after deduction of tax.

These terms shall have the same meanings as in the Directives on company
accounts.

(adapted)

3. The Member States may allow the competent authorities to authorize
companies, exceptionally and on a case-by-case basis, to supply estimated
figures for profits and losses, provided that the shares of each such company
are listed officially in only one Member State. The use of this procedure must
be indicated by the company in its report and must not mislead investors.

4. Where the company has paid or proposes to pay an interim dividend, the
figures must indicate the profit or loss after tax for the six-month period and
the interim dividend paid or proposed.

5. Against each figure there must be shown the figure for
corresponding period in the preceding financial year.

the

include any significant

information
6. The explanatory statement must
enabling investors to make an informed assessment of the trend of the
company's activities and profits or losses together with an indication of any
special factor which has influenced those activities and those profits or losses
during the period in question, and enable a comparison to be made with the
corresponding period of the preceding financial year.

It must also, as far as possible, refer
development in the current financial year.

to the company's likely future

7. Where the figures provided for in paragraph 2 are unsuited to the
company's activities, the competent authorities shall ensure that appropriate
adjustments are made.

48

Article 74

Where a company publishes consolidated accounts it may publish its
half-yearly report in either consolidated or unconsolidated form. However,
the Member States may allow the competent authorities, where the latter
consider that the form not adopted would have contained additional material
information, to require the company to publish such information.

82/121/EEC
Article 6

Article 75

Where the accounting information has been audited by the official auditor of
the company's accounts, that auditor's report and any qualifications he may
have shall be reproduced in full.

82/121/EEC
Article 8

Article 76

1. Where particular requirements of this Directive are unsuited to a
company's activities or circumstances, the competent authorities shall ensure
that suitable adaptations are made to such requirements.

82/121/EEC
Article 9 (3) to (6)

2. The competent authorities may authorize the omission from the
half-yearly report of certain information provided for in this Directive if they
consider that disclosure of such information would be contrary to the public
interest or seriously detrimental to the company, 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 shares in question.

The company or its representatives shall be responsible for the correctness
and relevance of the facts on which any application for such exemption is
based.

3. Paragraphs 1 and 2 shall also apply to the more stringent or additional
obligations imposed pursuant to Article 71.

4.
If a company governed by the law of a non-member country publishes a
half-yearly report in a non-member country, the competent authorities may
authorize it to publish that report instead of the half-yearly report provided
for in this Directive, provided that the information given is equivalent to that
which would result from the application of this Directive.

Article 77

Where a half-yearly report has to be published in more than one
Member State, the competent authorities of these Member States shall, by
way of derogation from Article 71, use their best endeavours to accept as a
single text the text which meets the requirements of the Member State in
which the company's shares were admitted to official listing for the first time
or the text which most closely approximates to that
text. In cases of
simultaneous admission to official listing on two or more stock exchanges
situated or operating in different Member States, the competent authorities of
the Member States concerned shall use their best endeavours to accept as a
the text of the report which meets the requirements of the
single text
Member State in which the company's head office is situated;
the
company's head office is situated in a non-member country, the competent
authorities of the Member States concerned shall use their best endeavours to
accept a single version of the report.

if

49

82/121/EEC
Article 10 (2)

Chapter II
Obligation of issuers whose debt securities are admitted
to official listing

Section 1
Debt securities issued by an undertaking

Article 78

1. The undertaking must ensure that all holders of debt securities ranking
pari passu are given equal treatment in respect of all the rights attaching to
those debt securities.

79/279/EEC
Annex - Schedule D (A) (1) (a)
and (b)

Provided they are made in accordance with national law, this condition shall
not prevent offers of early repayment of certain debt securities being made to
holders by an undertaking in derogation from the conditions of issue and in
particular in accordance with social priorities.

2. The undertaking must ensure that at least in each Member State where
the facilities and information
its debt securities are officially listed all
necessary to enable holders to exercise their
In
rights are available.
particular, it must:

(a) publish notices or distribute circulars concerning the holding of
the
renunciation

meetings of holders of debt securities,
exercise of any conversion, exchange, subscription or
rights, and repayment,

the payment of interest,

(b) designate as its agent a financial institution through which holders of
the

rights, unless

financial

debt
securities may exercise their
undertaking itself provides financial services.

Article 79

instrument of
1. An undertaking planning an amendment
incorporation or its statutes affecting the rights of holders of debt securities
must
the
Member States in which its debt securities are listed.

to the competent authorities of

forward a draft

thereof

to its

79/279/EEC
Annex - Schedule D (A) (2) (a)
and (b)

2. That draft must be communicated to the competent authorities no later
than the calling of the meeting of the body which is to decide on the
proposed amendment.

50

79/279/EEC
Annex - Schedule D (A) (3) (a), (b)
and (c)
(adapted)

Article 80

1. The undertaking must make available to the public as soon as possible
its most recent annual accounts and its last annual report the publication of
which is required by national law.

2.
If the undertaking prepares both annual own and annual consolidated
accounts, it must make them available to the public. In that event, however,
the competent authority may authorize the undertaking only to make
available to the public either the own accounts or the consolidated accounts,
provided that the accounts which are not made available do not contain any
significant additional information.

3.
If the accounts and reports do not comply with the provisions of
Directives concerning companies' accounts and if they do not give a true
and fair view of the undertaking's assets and liabilities, financial position
and results, more detailed and/or additional information must be provided.

Article 81

1. The undertaking must inform the public as soon as possible of any major
new developments in its sphere of activity which are not public knowledge
and which may significantly affect its ability to meet its commitments.

79/279/EEC
Annex - Schedule D (A) (4) (a), (b),
(c) and (d)

The competent authorities may, however, exempt the undertaking from this
obligation at its request if the disclosure of particular information would be
such as to prejudice the legitimate interests of the undertaking.

2. The undertaking must inform the public without delay of any change in
the rights of holders of debt securities resulting in particular from a change
in loan terms or in interest rates.

3. The undertaking must inform the public without delay of new loan
issues and in particular of any guarantee or security in respect thereof.

the debt

securities officially listed are

4. Where
convertible or
exchangeable debentures, or debentures with warrants, the undertaking must
inform the public without delay of any changes in the rights attaching to the
various classes of shares to which they relate.

51

Article 82

1. An undertaking the debt securities of which are officially listed on stock
exchanges situated or operating in different Member States must ensure that
equivalent information is made available to the market at each of these
exchanges.

79/279/EEC
Annex - Schedule D (A) (5) (a)
and (b)
(adapted)

2. An undertaking the debt securities of which are officially listed on stock
exchanges situated or operating in one or more Member States and in one or
more non-member countries must make available to the markets of the
Member State or Member States in which its debt securities are listed
information which is at least equivalent to that which it makes available to
the markets of the non-member country or countries in question, if such
information may be of importance for the evaluation of the debt securities.

Section 2
Debt securities issued by a State or its regional or local authorities
or by a public international body

Article 83

1. States, their regional or local authorities and public international bodies
must ensure that all holders of debt securities ranking pari passu are given
equal treatment in respect of all the rights attaching to those debt securities.

79/279/EEC
Annex - Schedule D (B) (1) (a)
and (b)

Provided they are made in accordance with national law, this condition shall
not prevent offers of early repayment of certain debt securities being made to
holders by an issuer in derogation from the conditions of issue and in
particular in accordance with social priorities.

2. States, their regional or local authorities and public international bodies
must ensure that at least in each Member State in which their debt securities
are officially listed all the facilities and information necessary to enable
holders of debt securities to exercise their rights are available. In particular,
they must:

(a) publish notices or distribute circulars concerning the holding of
the payment of interest and

meetings of holders of debt securities,
redemption,

(b) designate as their agents financial institutions through which holders of

debt securities may exercise their financial rights.

52

Article 84

1. States, their regional or local authorities and public international bodies
the debt securities of which are officially listed on stock exchanges situated
or operating in different Member States must ensure that equivalent
information is made available to the market at each of these exchanges.

79/279/EEC
Annex - Schedule D (B) (2) (a)
and (b)
(adapted)

2. States, their regional or local authorities and public international bodies
the debt securities of which are officially listed on stock exchanges situated
or operating in one or more Member States and in one or more non-member
countries must make available to the markets of the Member State or
Member States in which their debt securities are listed information which is
at least equivalent to that which they make available to the markets of the
non-member country or countries in question, if such information may be
of importance for the evaluation of the debt securities.

Chapter III
Obligations relating to the information to be published
when a major holding in a listed company is acquired
or disposed of

Section 1
General provisions

Article 85

1. Member States shall make subject to this Chapter natural persons and
legal entities in public or private law who acquire or dispose of, directly or
through intermediaries, holdings meeting the criteria laid down in Article
89 (1) which involve changes in the holdings of voting rights in companies
incorporated under their law the shares of which are officially listed on a
stock exchange or exchanges situated or operating within one or more
Member States.

2. Where the acquisition or disposal of a major holding such as referred to
in paragraph 1 is effected by means of certificates representing shares, this
Chapter shall apply to the bearers of those certificates, and not to the issuer.

3. This Chapter shall not apply to the acquisition or disposal of major
holdings in collective investment undertakings.

Article 86

88/627/EEC
Article 1 (1) to (3)

For the purposes of this Chapter, ‘acquiring a holding’ shall mean not only
purchasing a holding, but also acquisition by any other means whatsoever,
including acquisition in one of the situations referred to in Article 92.

88/627/EEC
Article 2

53

Article 87

1. For the purposes of this Chapter, ‘controlled undertaking’ shall mean
any undertaking in which a natural person or legal entity:

88/627/EEC
Article 8

(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 in, or member of, the undertaking in question; or

(c)

is a shareholder or member and alone controls a majority of the
shareholders' or members' voting rights pursuant
to an agreement
entered into with other shareholders or members of the undertaking.

2. For the purposes of paragraph 1, a parent undertaking's rights as regards
voting, appointment and removal shall
include the rights of any other
controlled undertaking and those of any person or entity acting in his own
name but on behalf of the parent undertaking or of any other controlled
undertaking.

Article 88

Member States may subject the natural persons, legal entities and companies
referred to in Article 85 (1) to requirements stricter than those provided for
in this Chapter or
such
requirements apply generally to all those acquiring or disposing of holdings
and all companies or to all
those falling within a particular category
acquiring or disposing of holdings or of companies.

requirements, provided that

to additional

88/627/EEC
Article 3

54

Section 2
Information when a major holding is acquired or disposed of

Article 89

1. Where a natural person or legal entity referred to in Article 85 (1)
acquires or disposes of a holding in a company referred to in Article 85 (1)
and where, following that acquisition or disposal, the proportion of voting
rights held by that person or legal entity reaches, exceeds or falls below one
of the thresholds of 10%, 20%, 1/3, 50% and 2/3, he shall notify the
company and at the same time the competent authority or authorities referred
to in Article 96 within seven calendar days of the proportion of voting rights
he holds following that acquisition or disposal. Member States need not
apply:

(a) the thresholds of 20% and 1/3 where they apply a single threshold of

25%,

(b) the threshold of 2/3 where they apply the threshold of 75%.

The period of seven calendar days shall start from the time when the owner
of the major holding learns of the acquisition or disposal, or from the time
when, in view of the circumstances, he should have learnt of it.

Member States may further provide that a company must also be informed in
respect of the proportion of capital held by a natural person or legal entity.

2. Member States shall, if necessary, establish in their national law, and
determine in accordance with it, the manner in which the voting rights to be
taken into account for the purposes of applying paragraph 1 are to be
brought to the notice of the natural persons and legal entities referred to in
Article 85 (1).

Article 90

Member States shall provide that at the first annual general meeting of a
company referred to in Article 85 (1) to take place from 1 April 1991, any
natural person or legal entity as referred to in Article 85 (1) must notify the
company concerned and at
the same time the competent authority or
authorities where he holds 10% or more of its voting rights, specifying the
proportion of voting rights actually held unless that person or entity has
already made a declaration in accordance with Article 89.

Within one month of that general meeting, the public shall be informed of
all holdings of 10% or more in accordance with Article 91.

88/627/EEC
Article 4

88/627/EEC
Article 5
(adapted)

55

Article 91

A company which has received a declaration referred to in the first
subparagraph of Article 89 (1) must in turn disclose it to the public in each
of the Member States in which its shares are officially listed on a stock
exchange as soon as possible but not more than nine calendar days after the
receipt of that declaration.

88/627/EEC
Article 10 (1)

A Member State may provide for the disclosure to the public, referred to in
the first subparagraph, to be made not by the company concerned but by the
competent authority, possibly in cooperation with that company.

56

Section 3
Determination of the voting rights

Article 92

For the purposes of determining whether a natural person or legal entity as
referred to in Article 85 (1) is required to make a declaration as provided for
in Article 89 (1) and in Article 90, the following shall be regarded as voting
rights held by that person or entity:

88/627/EEC
Article 7
(adapted)

(a) voting rights held by other persons or entities in their own names but on

behalf of that person or entity,

(b) voting rights held by an undertaking controlled by that person or entity;

(c) voting rights held by a third party with whom that person or entity has
concluded a written agreement which obliges them to adopt, by
concerted exercise of the voting rights they hold, a lasting common
policy towards the management of the company in question.

(d) voting rights held by a third party under a written agreement concluded
with that person or entity or with an undertaking controlled by that
person or entity providing for the temporary transfer for consideration of
the voting rights in question,

(e) voting rights attaching to shares owned by that person or entity which
are lodged as security, except where the person or entity holding the
security controls the voting rights and declares his intention of
exercising them, in which case they shall be regarded as the latter's
voting rights,

(f) voting rights attaching to shares of which that person or entity has the

life interest,

(g) voting rights which that person or entity or one of the other persons or
entities mentioned in points (a) to (f) is entitled to acquire, on his own
initiative alone, under a formal agreement;
the
notification prescribed in Article 89 (1) shall be effected on the date of
the agreement,

in such cases,

(h) voting rights attaching to shares deposited with that person or entity
which that person or entity can exercise at its discretion in the absence
of specific instructions from the holders.

By way of derogation from Article 89 (1), where a person or entity may
exercise voting rights referred to in point (h) of the first paragraph in a
company and where the totality of these voting rights together with the other
voting rights held by that person or entity in that company reaches or
exceeds one of the thresholds provided for in Article 89 (1), Member States
may lay down that the said person or entity is only obliged to inform the
company concerned 21 calendar days before the general meeting of that
company.

57

Section 4
Exemptions

Article 93

If the person or entity acquiring or disposing of a major holding as defined
in Article 89 is a member of a group of undertakings required under
Council Directive 83/349/EEC9 to draw up consolidated accounts,
that
person or entity shall be exempt from the obligation to make the declaration
provided for in Article 89 (1) and in Article 90 if it is made by the parent
undertaking or, where the parent undertaking is itself a subsidiary
undertaking, by its own parent undertaking.

88/627/EEC
Article 6
(adapted)

Article 94

1. The competent authorities may exempt from the declaration provided for
in Article 89 (1) the acquisition or disposal of a major holding, as defined in
Article 89, by a professional dealer in securities, in so far as that acquisition
or disposal is effected in his capacity as a professional dealer in securities
and in so far as the acquisition is not used by the dealer to intervene in the
management of the company concerned.

88/627/EEC
Article 9

2. The competent authorities shall require the professional dealers in
securities referred to in paragraph 1 to be members of a stock exchange
situated or operating within a Member State or to be approved or supervised
by a competent authority such as referred to in Article 105.

Article 95

The competent authorities may, exceptionally, exempt
the companies
referred to in Article 85 (1) from the obligation to notify the public set out in
Article 91 where those authorities consider that
the disclosure of such
information would be contrary to the public interest or seriously detrimental
to the companies concerned, provided that, in the latter case, such omission
would not be likely to mislead the public with regard to the facts and
circumstances knowledge of which is essential for the assessment of the
transferable securities in question.

88/627/EEC
Article 11

9 OJ L 193, 18.7.1983, p. 1.

58

Section 5
Competent authorities

Article 96

For the purpose of this Chapter, the competent authorities shall be those of
the Member State the law of which governs the companies referred to in
Article 85 (1).

88/627/EEC
Article 13

Section 6
Sanctions

Article 97

Member States shall provide for appropriate sanctions in cases where
the natural persons or legal entities and the companies referred to in
Article 85 (1) do not comply with the provisions of this Chapter.

88/627/EEC
Article 15

59

TITLE V
PUBLICATION AND COMMUNICATION OF THE INFORMATION

Chapter I
Publication and communication of listing particulars for the admission
of securities to the official stock exchange listing

Section 1
Procedures and period of publication of listing particulars
and their supplements

Article 98

1. Listing particulars must be published either:

(a) by insertion in one or more newspapers circulated throughout

the
Member State in which the admission to official listing of securities is
sought, or widely circulated therein, or

(b) in the form of a brochure to be made available, free of charge, to the
public at the offices of the stock exchange or stock exchanges on which
the securities are being admitted to official listing, at the registered
office of the issuer and at the offices of the financial organizations
retained to act as the latter's paying agents in the Member State in which
the admission of securities to official listing is sought.

In addition, either the complete listing particulars or a notice stating
2.
where the listing particulars have been published and where they may be
obtained by the public must be inserted in a publication designated by the
Member State in which the admission of securities to official listing is
sought.

80/390/EEC
Article 20

60

Article 99

1. Listing particulars must be published within a reasonable period, to be
laid down in national legislation or by the competent authorities before the
date on which official listing becomes effective.

80/390/EEC
Article 21

Moreover, where the admission of securities to official listing is preceded by
trading of the pre-emptive subscription rights giving rise to dealings
recorded in the official list, the listing particulars 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 listing particulars until
after:

(a)

the date on which official
in the case of
securities of a class already listed on the same stock exchange issued in
consideration of transfers of assets other than cash,

listing becomes effective,

(b) the date of the opening of trading in pre-emptive subscription rights.

If the admission of debt securities to official listing coincides with their
3.
public issue and if some of the terms of the issue are not finalized until the
last moment, the competent authorities may merely require the publication,
within a reasonable period, of listing particulars omitting information as to
these terms but indicating how it will be given. Such information must be
published before the date on which official listing starts, except where debt
securities are issued on a continuous basis at varying prices.

Article 100

Every significant new factor capable of affecting assessment of the securities
which arises between the time when the listing particulars are adopted and
the time when stock exchange dealings begin shall be covered by a
supplement to the listing particulars, scrutinized in the same way as the
latter and published in accordance with procedures to be laid down by the
competent authorities.

80/390/EEC
Article 23

61

Section 2
Prior communication to the competent authorities
of the means of publication

Article 101

Where listing particulars are, or will be, published in accordance with
Articles 3 and 20 for the admission of securities to official listing, the
notices, bills, posters and documents announcing this operation and
indicating the essential characteristics of these securities, and all other
documents relating to their admission and intended for publication by the
issuer or on his behalf, must first be communicated to the competent
authorities. The latter shall decide whether they should be submitted to
scrutiny before publication.

The abovementioned documents must state that listing particulars exist and
indicate where they are being, or will be, published in accordance with
Article 98.

Chapter II
Publication and communication of information after listing

Article 102

1. The information referred to in Articles 67, 68, 80, 81 and 91 which
issuers of a security admitted to official listing in one or more Member States
are required to make available to the public shall be published in one or
more newspapers distributed throughout
the Member State or States
concerned or widely distributed therein or shall be made available to the
in writing in places indicated by announcements to be
public either
published in one or more newspapers distributed throughout the Member
State or States concerned or widely distributed therein, or by other equivalent
means approved by the competent authorities.

The issuers must simultaneously send the information referred to in
Articles 67, 68, 80 and 81, to the competent authorities.

2. The half–yearly report referred to in Article 70 must be published in the
Member State or Member States where the shares are admitted to official listing
by insertion in one or more newspapers distributed throughout the State or
widely distributed therein or in the national gazette, or shall be made available
to the public either in writing in places indicated by announcement
to be
published in one or more newspapers distributed throughout the State or widely
distributed therein, or by other equivalent means approved by the competent
authorities.

80/390/EEC
Article 22

79/279/EEC
Article 17 (1)
(adapted)

88/627/EEC
Article 10 (2)
(adapted)

79/279/EEC
Article 17 (1)
(adapted)

82/121/EEC
Article 7 (1)
(adapted)

The company shall send a copy of its half-yearly report simultaneously to the
competent authorities of each Member State in which its shares are admitted to
official listing. It shall do so not later than the time when the half-yearly report
is published for the first time in a Member State.

82/121/EEC
Article 7 (3)

62

Chapter III
Languages

Article 103

The information referred to in Articles 67, 68, 80, 81 and 91, in addition
to the half-yearly report referred to in Article 70, must be drawn up in
the official language or languages or in one of the official languages or in
another language, provided that,
in the Member State concerned, such
official language or languages or such other language are customary in the
sphere of finance and are accepted by the competent authorities.

79/279/EEC
Article 17 (2)
(adapted)

82/121/EEC
Article 7 (2)
(adapted)

88/627/EEC
Article 10 (2)
(adapted)

Article 104

The information referred to in Article 23 (4) (c) and (d) shall be published
in the official language or one of the official languages of the Member State
in which admission to official listing is sought or in another language,
provided that
in the Member State in question that other language is
customary in the sphere of finance, accepted by the competent authorities
and, where appropriate, such further conditions as they may impose are
complied with.

80/390/EEC
Article 6a
(as amended by Directive
94/18/EC - Article 1 (2))

63

TITLE VI
COMPETENT AUTHORITIES AND COOPERATION
BETWEEN MEMBER STATES

Article 105

1. Member States shall at the time of application of this Directive
appoint one or more competent authorities to this end for its application.
They shall notify the Commission, giving details of any division of
powers among them.

79/279/EEC
Article 9 (1) and (2)
(adapted)

2. Member States shall ensure that the competent authorities have the
powers necessary for them to carry out their task.

80/390/EEC
Article 18 (1) and (3) 2nd
subparagraph
(adapted)

82/121/EEC
Article 9 (1) and (2)
(adapted)

88/627/EEC
Article 12 (1) and (2)
(adapted)

3. This Directive shall not affect the competent authorities' liability, which
shall continue to be governed solely by national law.

80/390/EEC
Article 18 (4)

82/121/EEC
Article 9 (7)

Article 106

The competent authorities shall cooperate whenever necessary for
the
purpose of carrying out their duties and shall exchange any information
useful for that purpose.

79/279/EEC
Article 18 (1)
(adapted)

80/390/EEC
Article 24c (1)
(as amended by Directive
87/345/EEC - Article 1)
(adapted)

82/121/EEC
Article 10 (1)
(adapted)

88/627/EEC
Article 12 (3)
(adapted)

64

Article 107

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.

79/279/EEC
Article 19

80/390/EEC
Article 25 (1) and (2)
(as amended by Directive
87/345/EEC - Article 1)

88/627/EEC
Article 14 (1) and (2)

3. Without prejudice to cases covered by criminal law the competent authorities,
in application of Article 106,
receiving information pursuant to Title III,
Chapter I, Title V, Chapter I and Annex I, may use it only for the
performance of their duties or in the context of administrative appeals or legal
proceedings in relation to such performance.

80/390/EEC
Article 25 (3)
(as amended by Directive 87/345/EEC -
Article 1)
(adapted)

A competent authority which, pursuant to paragraph 2, receives confidential
information under Title IV, Chapter III may use it solely for the performance
of its duties.

88/627/EEC
Article 14(3)
(adapted)

65

TITLE VII
CONTACT COMMITTEE

Chapter I
Composition, working and tasks of the Committee

Article 108

1. A Contact Committee, hereinafter called ‘the Committee’, shall be set
up alongside the Commission.

shall be

The Committee
appointed by the
Member States and of representatives of the Commission. The chairman
shall be a representative of the Commission. Secretarial services shall be
provided by the Commission.

composed of persons

Meetings of the Committee shall be convened by its chairman, either on his
own initiative or at
the request of one Member State delegation. The
Committee shall draw up its rules of procedure.

2. The Committee shall have as its function:

(a) with regard to conditions for admission of securities to official
listing, the conditions of establishment, the control and circulation of
listing particulars to be published for admission, and periodic
information to be published by the companies of which the shares
are admitted, without prejudice to Articles 226 and 227 of the 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) with regard to the information to be published when a major
holding in a listed company is acquired or disposed of, 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;

79/279/EEC
Article 20 (1) (a)
(adapted)

79/279/EEC
Article 20 (3) and (4)

82/121/EEC
Article 11 (1)
(adapted)

80/390/EEC
Article 26 (1) (a)
(adapted)

82/121/EEC
Article 11 (1) (a)
(adapted)

88/627/EEC
Article 16 (1) (a)
(adapted)

(c)

to facilitate the establishment of a concerted attitude between the
Member States on:

79/279/EEC
Article 20 (1) (b)

(i)

the more stringent or additional conditions and obligations which,
pursuant to Article 8, they may lay down at national level;

(ii) the supplements and improvements to the listing particulars which
the competent authorities are entitled to require or recommend at
national level;

80/390/EEC
Article 26 (1) (b)
(adapted)

(iii) the stricter or additional requirements which they may lay down in
accordance with Articles 71 and 88, so that
the requirements
imposed in all the Member States may be brought into line, in
accordance with Article 44 (2) (g) of the Treaty;

82/121/EEC
Article 11 (1) (b)

88/627/EEC
Article 16 (1) (b)

66

(d) to advise the Commission, if necessary, on any additions or amendments
to be made to this Directive, and in particular, to consider the possible
modification of Articles 71 and 73 in the light of progress towards the
convergence of obligations
referred to in (c)(iii) above or any
adjustments to be made in accordance with Article 109.

It shall not be the function of the Committee to appraise the merits of
decisions taken by the competent authorities in individual cases.

79/279/EEC
Article 20 (1) (c)
(adapted)

80/390/EEC
Article 26 (1) (c)
(adapted)

82/121/EEC
Article 11 (1) (c)
(adapted)

88/627/EEC
Article 16 (1) (c)
(adapted)

79/279/EEC
Article 20 (2)
(adapted)

80/390/EEC
Article 26 (2)
(adapted)

Chapter II
Adaptation of the amount of equity market capitalisation

Article 109

1. For the purpose of adjusting, in the light of the requirements of the
economic situation,
the foreseeable market
capitalization laid down in Article 43 (1), the Commission shall submit to
the Committee a draft of the measures to be taken.

the minimum amount of

79/279/EEC
Article 21

2. The regulatory procedure laid down in Article 5 of Council Decision
1999/468/EC10 shall apply, in compliance with Article 7 (3) and Article 8
thereof.

3. The period provided for in Article 5 (6) of Decision 1999/468/EC shall
be three months.

10 OJ L 184, 17.7.1999, p. 23.

67

TITLE VIII
FINAL PROVISIONS

Article 110

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.

79/279/EEC
Article 22 (2)
(adapted)

80/390/EEC
Article 27 (2)
(adapted)

82/121/EEC
Article 12 (3)
(adapted)

88/627/EEC
Article 17 (2)
(adapted)

Article 111

1. Directives 79/279/EEC, 80/390/EEC, 82/121/EEC and 88/627/EEC, as
amended by the acts listed in Annex II Part A, are hereby repealed without
prejudice to the obligations of the Member States concerning the time-limits
for transposition set out in Annex II Part B.

2. References to the repealed Directives shall be construed as references to
this Directive and should be read in accordance with the correlation table
shown in Annex III.

Article 112

This Directive shall enter into force the twentieth day following that of its
publication in the Official Journal of the European Communities.

Article 113

This Directive is addressed to the Member States.

Done at Brussels,

For the European Parliament

The President

For the Council

The President

68

Annex I
Schedule of listing particulars for the admission of securities
to the official stock exchange listing

SCHEDULE A

80/390/EEC
Annexe - Schedule A

LAYOUT FOR LISTING PARTICULARS FOR THE ADMISSION OF SHARES
TO OFFICIAL STOCK EXCHANGE LISTING

CHAPTER 1

Information concerning those responsible for listing particulars
and the auditing of accounts

1.1. Name and function of natural persons and name and registered office of legal persons
responsible for the listing particulars or, as the case may be, for certain parts of them,
with, in the latter case, an indication of those parts.

1.2. Declaration by those responsible referred to in heading 1.1 that, to the best of their
knowledge, the information given in that part of the listing particulars for which they are
responsible is in accordance with the facts and contains no omissions likely to affect the
import of the listing particulars.

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 listing particulars which has been audited by the
auditors.

69

CHAPTER 2

80/390/EEC
Annex - Schedule A

Information concerning admission to official listing and
the shares for the admission of which application is being made

2.1.

2.2.

Indication that the admission applied for is admission to official listing of shares already
marketed or admission to listing with a view to stock exchange marketing.

Information concerning the shares in respect of which application for official listing is being
made:

2.2.0.

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 and/or issued, if predetermined.

2.2.1.

In the case of shares issued in connection with a merger, the division of a company, the transfer
of all or part of an undertaking's assets and liabilities, a takeover offer, or as consideration for
the transfer of assets other than cash, indication of where the documents describing the terms
and conditions of such operations are available for inspection by the public.

2.2.2.

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.

2.2.3.

Tax on the income from the shares withheld at source in the country of origin and/or the
country of listing.

Indication as to whether the issuer assumes responsibility for the withholding of tax at source.

2.2.4.

Arrangements for transfer of the shares and any restrictions on their free negotiability (e.g.
clause establishing approval requirement).

2.2.5.

Date on which entitlement to dividends arises.

2.2.6.

The stock exchanges where admission to official listing is or will be sought.

2.2.7.

The financial organizations which, at the time of admission of shares to official listing, are the
paying agents of the issuer in the Member States where admission has taken place.

2.3.

In so far as it is relevant, information concerning issue and placing, public or private, of the
shares in respect of which the application for admission to official listing is made where such
issue or placing has been effected within the 12 months preceding admission:

2.3.0.

Indication of the exercise of the right of pre-emption 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 pre-emption is intended to benefit specific
persons.

2.3.1.

2.3.2.

The total amount of the public or private issue or placing and the number of shares offered,
where applicable by category.

If the public or private issue or placing were or are 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.

70

2.3.3.

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.

80/390/EEC
Annex - Schedule A

The methods of payment of the price, particularly as regards the paying-up of shares which are
not fully paid.

The procedure for the exercise of any right of pre-emption; the negotiability of subscription
rights; the treatment of subscription rights not exercised.

Period of the opening of the issue or offer of shares, and names of the financial organizations
responsible for receiving the public's subscriptions.

2.3.4.

2.3.5.

2.3.6. Methods of and time limits for delivery of the shares, possible creation or provisional

certificates.

2.3.7.

2.3.8.

Names, addresses and descriptions 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.

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.

2.3.9.

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.

2.4.

Information concerning admission of shares to official listing:

2.4.0.

2.4.1.

Description of the shares for which admission to official listing is applied, 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 the shares are to be marketed on the stock exchange and no such shares have previously been
sold to the public, a statement of the number of shares made available to the market and of
their nominal value, or, in the absence of nominal value, of their accounting par value, or a
statement of the total nominal value and, where applicable, a statement of the minimum offer
price.

2.4.2.

If known, the dates on which the new shares will be listed and dealt in.

2.4.3.

2.4.4.

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 yet 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.

2.4.5.

Indication of any of the following which have occurred during the last financial year and the
current financial year:

(a) public takeover offers by third parties in respect of the issuer's shares,
(b) 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.

71

2.5.

If, simultaneously or almost simultaneously with the creation of shares for which admission to
official listing is being sought, shares of the same class are subscribed for or placed privately
or if shares of other classes are 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.

80/390/EEC
Annex - Schedule A

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
registered office.

if different from the

3.1.1.

Date of incorporation and the length of life of the issuer, except where indefinite.

3.1.2.

3.1.3.

Legislation under which the issuer operates and legal form which it has adopted under that
legislation.

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 listing
particulars 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:

(a) the amount of such authorized capital or capital increase and, where appropriate, the

duration of the authorization,

(b) the categories of persons having preferential subscription rights for such additional

portions of capital,

(c) the terms and, arrangements for the share issue corresponding to such portions.

3.2.2.

3.2.3.

3.2.4.

3.2.5.

If there are shares not representing capital, the number and main characteristics of such shares
are to be stated.

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.

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.

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.

72

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.

80/390/EEC
Annex - Schedule A

3.2.7.

3.2.8.

3.2.9.

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.

In so far 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%.

If the issuer belongs to a group of undertakings, a brief description of the group and of the
issuer's position within it.

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.

4.1.2.

4.1.3.

Breakdown of net turnover during the past three financial years by categories of activity and
into geographical markets in so far 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.

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.

For mining, extraction of hydrocarbons, quarrying and similar activities in so far 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
industrial, commercial or financial contracts or new manufacturing
patents or licences,
processes, where such factors are of fundamental
importance to the issuer's business or
profitability.

73

4.3.

4.4.

4.5.

4.6.

Information concerning policy on the research and development of new products and processes
over the past three financial years, where significant.

80/390/EEC
Annex - Schedule A

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.

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.

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.

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 listing particulars 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
listing particulars 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 listing particulars 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.

74

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 last three financial years, where the company
includes its own annual accounts in the listing particulars.

80/390/EEC
Annex - Schedule A

Where the issuer includes only consolidated annual accounts in the listing particulars, it shall
indicate the consolidated profit or loss per share, for the financial year, for the last 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
listing particulars.

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 subparagraph 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 last 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 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 listing particulars or
appended to them. 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 listing
particulars or appended thereto.

5.1.5.

If the own or consolidated annual accounts do not comply with the 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.

(adapted)

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
proportion 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,
undertaking in which a participating interest is held does not publish its annual accounts.

the information required under points (e) and (f) may be omitted where the

75

The Member States may authorize the competent authorities to permit the omission of the
information 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 that 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.

80/390/EEC
Annex - Schedule A
(adapted)

(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 obliged to publish listing particulars 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 information 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 21:

(a) name and registered office of the undertaking;

(b) proportion of capital held.

76

5.4.

When the listing particulars comprise consolidated annual accounts, disclosure:

80/390/EEC
Annex - Schedule A

(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 in which the stock exchange on which admission to official listing is
requested is situated or operates;

(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;

(c) for each of the undertakings referred to in (b):

(i) the total proportion of third-party interests,

if annual accounts are consolidated

globally;

(ii) the proportion of the consolidation calculated on the basis of interests, if consolidation

has been effected on a pro rata basis.

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.

If certain information provided for under this Schedule
provided in accordance with this Chapter, it need not be repeated.

is given in the annual accounts

CHAPTER 6
Information concerning administration, management and supervision

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.

Interests of the members of the administrative, management and supervisory bodies in the
issuing company:

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 undertakings with which
it forms a group must be indicated.

5.5.

5.6.

6.1.

6.2.

6.2.0.

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.

(adapted)

77

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 conditions (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.

80/390/EEC
Annex - Schedule A

6.2.3.

Total of all the outstanding loans 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.

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 information
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:

(a) the most significant recent trends in production, sales and stocks and the state of the order

book, and

(b) 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.

78

SCHEDULE B
LAYOUT FOR LISTING PARTICULARS FOR
THE ADMISSION OF DEBT SECURITIES TO
OFFICIAL STOCK EXCHANGE LISTING

CHAPTER 1
Information concerning those responsible for listing particulars and
the auditing of accounts

80/390/EEC
Annex - Schedule B

1.1.

1.2.

Names and addresses of the natural or legal persons responsible for the listing particulars or,
as the case may be, for certain parts of them with, in the latter case, an indication of those
parts.

Declaration by those responsible, as referred to in heading 1.1, that, to the best of their
knowledge, the information given in that part of the listing particulars for which they are
responsible is in accordance with the facts and contains no omissions likely to affect the import
of the listing particulars.

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 listing particulars which has been audited by the
auditors.

CHAPTER 2
Information concerning loans and the admission of debt securities to official listing

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 shall be
made.

The nature, number and numbering of the debt securities and the denominations.

2.1.1.

2.1.2.

2.1.3.

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.

Procedures for the allocation of any other advantages;
advantages.

the method of calculating such

Tax on the income from the debt securities withheld at source in the country of origin and/or
the country of listing.

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.

79

2.1.5.

2.1.6.

The financial organizations which, at the time of admission to official listing, are the paying
agents of the issuer in the Member State of admission.

80/390/EEC
Annex - Schedule B

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

provisional 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 predetermined.

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 admission of the debt securities to official listing.

2.3.0.

The stock exchanges where admission to official listing is, or will be, sought.

2.3.1.

2.3.2.

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.

If the public or private issue or placing were or are 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.

80

2.3.3.

2.3.4.

If debt securities of the same class are already listed on one or more stock exchanges,
indication of these stock exchanges.

80/390/EEC
Annex - Schedule B

If debt securities of the same class have not yet been admitted to official listing but are dealt in
one or more other markets which are subject to regulation, are in regular operation and are
recognized and open, indication of such markets.

2.4.

Information concerning the issue of it is concomitant with official admission or if it took place
within the three months preceding such admission.

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 financial 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
registered office.

if different from the

3.1.1.

Date of incorporation and the length of life of the issuer, expect where indefinite.

3.1.2.

3.1.3.

Legislation under which the issuer operates and legal form which it has adopted under that
legislation.

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 listing
particulars 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.

81

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, in so far as they represent a significant part
of the issued capital.

80/390/EEC
Annex - Schedule B

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.

4.1.3.

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.

For mining, extraction of hydrocarbons, quarrying and similar activities in so far 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
industrial, commercial or financial contracts or new manufacturing
patents or licences,
processes, where such factors are of fundamental
importance to the issuer's business or
profitability.

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 exception of interests
to be acquired in other undertakings, on which its management bodies have already made firm
commitments.

82

CHAPTER 5
Information concerning the issuer's assets and liabilities, financial position
and profits and losses

80/390/EEC
Annex - Schedule B

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 listing particulars 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
listing particulars 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 listing particulars 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 listing particulars or
appended to them. 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 listing particulars.

5.1.3.

If the own annual or consolidated annual accounts do not comply with the 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.

(adapted)

5.1.4.

Indication as at the most recent date possible (which must be stated) of the following, if
material:

(a) 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,

(b) the total amount of all other borrowings and indebtedness in the nature of borrowing,

distinguishing between guaranteed and unguaranteed borrowings and debts,

(c) the total amount of any contingent liabilities.

An appropriate negative statement shall be given, where relevant, 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.

83

5.1.5.

A table showing the sources and application of funds over the past three financial years.

80/390/EEC
Annex - Schedule B

5.2.

Individual details listed below relating to the undertakings in which the issuer holds a
proportion 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,
undertaking in which a participating interest is held does not publish its annual accounts.

the information required under points (e) and (f) may be omitted where the

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 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
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.

(adapted)

List of information details:

(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.

84

5.3.

When the listing particulars comprise consolidated annual accounts, disclosure:

80/390/EEC
Annex - Schedule B

(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 in which the stock exchange on which admission to official listing is
requested is situated or operates;

(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):

(i) the total proportion of third party interests,

if annual accounts are consolidated

globally,

(ii) 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.

(adapted)

5.5.

If certain information provided for under this Schedule 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.

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 information
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:

(a) the most significant recent trends in production, sales and stocks and the state of the order

book, and

(b) 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.

85

SCHEDULE C
LAYOUT FOR LISTING PARTICULARS FOR THE ADMISSION
OF CERTIFICATES REPRESENTING SHARES
TO OFFICIAL STOCK EXCHANGE LISTING

CHAPTER 1
General information about the issuer

80/390/EEC
Annex - Schedule C

1.1.

1.2.

1.3.

1.4.

1.5.

1.6.

Name, registered office and principal administrative establishment
registered office.

if different from the

Date of incorporation and length of life of the issuer, except where indefinite.

Legislation under which the issuer operates and legal form which it has adopted under that
legislation.

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.

Indication of the principal holders of the capital.

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.

1.8.

A summary of the annual accounts relating to the last completed financial year.

Where more than nine months 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 listing particulars or
appended to them. 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 listing
particulars or appended thereto.

86

CHAPTER 2
Information on the certificates themselves

80/390/EEC
Annex - Schedule C

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.

2.1.1.

2.1.2.

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.

Bank or other guarantees attached to the certificates and intended to underwrite the issuer's
obligations.

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:

(a) the issue of the certificate,

(b) the payment of the coupons,

(c) the creation of additional certificates,

(d) the 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.

Supplementary information for admission to official listing:

(a) If the certificates are to be placed on a stock exchange the number of certificates made
available to the market and/or the total nominal value; the minimum sale price, if such a
price is fixed;

(b) Date on which the new certificates will be listed, if known.

2.5.

2.6.

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.

Indication of the legislation under which the certificates have been created and of the courts
competent in the event of litigation.

___________________________

87

Annex II

Part A

Repealed Directives
and their successive amendments
(referred to in Article 111)

Council Directive 79/279/EEC

Council Directive 82/148/EEC
Council Directive 88/627/EEC

Council Directive 80/390/EEC

Council Directive 82/148/EEC
Council Directive 87/345/EEC
Council Directive 90/211/EEC
European Parliament and Council Directive 94/18/EC

(OJ L 66, 16.3.1979, p. 21)
(OJ L 62, 5 3.1982, p. 22)
(OJ L 348, 17.12.1988, p. 62)

(OJ L 100, 17.4.1980, p. 1)
(OJ L 62, 5.3.1982, p. 22)
(OJ L 185, 4.7.1987, p. 81)
(OJ L 112, 3.5.1990, p. 24)
(OJ L 135, 31.5.1994, p. 1)

Council Directive 82/121/EEC

(OJ L 48, 20.2.1982, p. 26)

Council Directive 88/627/EEC

(OJ L 348, 17.12.1988, p. 62)

88

Annex II
Part B

Time-limits for transposition into national law
(referred to in Article 111)

Time-limit for transposition

8 March 198111 12

19 September 198211

30 June 198313

1 January 1990
1 January 1991 for Spain
1 January 1992 for Portugal

1 January 1991

17 April 1991

Directive

79/279/EEC

80/390/EEC

82/121/EEC

82/148/EEC

87/345/EEC

88/627/EEC

90/211/EEC

94/18/EC

11 8. 3.1982 for the Member States which introduce simultaneously Directives 79/279/EEC and 80/390/EEC.
12 30.6.1983 for the Member States which introduce simultaneously Directives 79/279/EEC, 80/390/EEC and 82/121/EEC.
13 Time-limit for application:30.6.1986.

89

ANNEX III
CORRELATION TABLE

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir.
88/627/EEC

Article 1 (a)
Article 1 (b), introductory phrase
Article 1 (b) (i) and (ii)
Article 1 (c), introductory phrase

Article 1 (c) (i) and (ii)

Article 1 (d)
Article 1 (e)
Article 1 (f)
Article 1 (g)
Article 1 (h)

Article 2 (a), introductory phrase
Article 2 (a), 1st and 2nd indents

Article 2 (c)
Article 2 (a), introductory phrase
Article 2 (a), 1st and 2nd indents

Article 2 (b)

Article 2 (e)
Article 2 (b)
Article 2 (f)
Article 2 (d)
Article 2 (g)

Article 2 (1)
Article 2 (2), introductory phrase
Article 2 (2) (a) and (b)

Article 1 (1)
Article 1 (2), introductory phrase
Article 1 (2), 1st and 2nd indents

Article 1 (2), 2nd subparagraph,
introductory phrase
Article 1 (2), 2nd subparagraph, 1st and
2nd indents

90

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 3 (1)
Article 3 (2), introductory phrase
Article 3 (2) (a) and (b)

Article 1 (1)
Article 1 (2), introductory phrase
Article 1 (2), 1st and 2nd indents

Article 4 (1)
Article 4 (2)

Article 4 (3)

Article 5 (a) and (b)

Article 3, 1st and 2nd indents

Article 6

Article 7

Article 8

Article 9

Article 4

Article 6

Article 5

Article 7

Article 1 (1)
1
Article
subparagraph
Article 1 (3)

(2),

1st

91

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 10

Article 11 (1)
Article 11 (2)

Article 12

Article 13 (1)
Article 13 (2)

Article 14

Article 8

Article 9 (1)
Article 9 (3)

Article 10

Article 18 (2)
Article 18 (3)

Article 11

92

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 15

Article 16

Article 17

Article 18

Article 19

Article 20

Article 16

Article 13

Article 12

Article 14

Article 15

Article 3

93

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 21

Article 22

Article 23, introductory phrase
Article 23 (1) and (2)
Article 23 (3) (a)
Article 23 (3) (b), introductory phrase
Article 23 (3) (b) (i)
Article 23 (3) (b) (ii)
Article 23 (3) (c), introductory phrase
Article 23 (3) (c) (i)
Article 23 (3) (c) (ii)
Article 23 (3) (c) (ii), 1st indent
Article 23 (3) (c) (ii), 2nd indent
Article 23 (3) (c) (iii)
Article 23 (3) (d) to (g)
Article 23 (4) and (5)

Article 4

Article 5

Article 6, introductory phrase
Article 6 (1) and (2)
Article 6 (3) (a)
Article 6 (3) (b), introductory phrase
Article 6 (3) (b),1st indent
Article 6 (3) (b), 2nd indent
Article 6 (3) (c), introductory phrase
Article 6 (3) (c), 1st indent
Article 6 (3) (c), 2nd indent
Article 6 (3) (c), 2nd indent (i)
Article 6 (3) (c), 2nd indent (ii)
Article 6 (3) (c), 3rd indent
Article 6 (3) (d) to (g)
Article 6 (4) and (5)

Article 24

Article 7

94

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir.
82/121/EEC

Dir.
88/627/EEC

Article 25 (1), 1st subparagraph, introductory phrase
Article 25 (1), 1st subparagraph, (a) to (g)
Article 25 (1) , 2nd subparagraph, introductory phrase
Article 25 (1), 2nd subparagraph, (a) and (b)
Article 25 (2), introductory phrase
Article 25 (2) (a) to (d)
Article 25 (3) and (4)
Article 26 (1), introductory phrase
Article 26 (1) (a) to (g)
Article 26 (2) and (3)
Article 27
Article 28 (1), introductory phrase
Article 28 (1) (a) and (b)
Article 28 (2)
Article 28 (3) introductory phrase
Article 28 (3) (a), (b) and (c)
Article 29 introductory phrase
Article 29 (a) and (b)
Article 30 (1), 1st subparagraph, introductory phrase
Article 30 (1), 1st subparagraph, (a) and (b)
Article 30 (1), 2nd subparagraph
Article 30 (2), introductory phrase
Article 30 (2) (a) and (b)
Article 30 (3) and (4)

Article 8 (1), 1st subparagraph, introductory phrase
Article 8 (1), 1st subparagraph, 1st to 7th indents
Article 8 (1), 2nd subparagraph, introductory phrase
Article 8 (1), 2nd subparagraph, 1st and 2nd indents
Article 8 (2), introductory phrase
Article 8 (2), 1st to 4th indents
Article 8 (3) and (4)
Article 9 (1), introductory phrase
Article 9 (1), 1st to 7th indents
Article 9 (2) and (3)
Article 10
Article 11 (1), introductory phrase
Article 11 (1), 1st and 2nd indents
Article 11 (2)
Article 11 (3) introductory phrase
Article 11 (3) 1st, 2nd and 3rd indent
Article 12 introductory phrase
Article 12 1st and 2nd indents
Article 13 (1), 1st subparagraph, introductory phrase
Article 13 (1), 1st subparagraph, 1st and 2nd indents
Article 13 (1), 2nd subparagraph
Article 13 (2), introductory phrase
Article 13 (2), 1st and 2nd indents
Article 13 (3) and (4)

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Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 31 (1), introductory phrase
Article 31 (1) (a) to (d)
Article 31 (2), 1st subparagraph (a) to (d)
Article 31 (2), 2nd subparagraph
Article 32
Article 33 (1)
Article 33 (2), introductory phrase
Article 33 (2) (a), (b) and (c)
Article 33 (3)
Article 34
Article 35

Article 36
Article 37
Article 38

Article 14 (1), introductory phrase
Article 14 (1), 1st to 4th indents
Article 14 (2), 1st to 4th indents
Article 14 (2), 2nd subparagraph
Article 15
Article 16 (1)
Article 16 (2), introductory phrase
Article 16 (2), 1st 2nd and 3rd indents
Article 16 (3)
Article 17
Article 18 (2) and (3), 1st
subparagraph
Article 19
Article 24
Article 24a

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Article 39
Article 40

Article 41
Article 42
Article 43 (1) to (4)
Article 43 (5) to (6)
Article 44

Dir. 79/279/EEC

Annex - Schedule A (I) (1)
Annex - Schedule A (I) (2)
Annex - Schedule A (I) (2)
Annex - Schedule A (I) (3)

Dir. 82/121/EEC

Dir. 88/627/EEC

Dir. 80/390/EEC
Article 24b
Articles 24 (c) (2) and
(3)
Article 25a

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Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 45
Article 46
Article 47
Article 48
Article 49
Article 50

Annex - Schedule A (II) (1)
Annex - Schedule A (II) (2)
Annex - Schedule A (II) (3)
Annex - Schedule A (II) (4)
Annex - Schedule A (II) (5)
Annex - Schedule A (II) (6)

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Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 51
Article 52
Article 53
Article 54
Article 55
Article 56

Annex - Schedule A (II) (7)
Annex - Schedule B (A) (I)
Annex - Schedule B (A) (II) (1)
Annex - Schedule B (A) (II) (2)
Annex - Schedule B (A) (II) (3)
Annex - Schedule B (A) (II) (4)

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Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 57
Article 58
Article 59
Article 60
Article 61
Article 62

Annex - Schedule B (A) (II) (5)
Annex - Schedule B (A) (III) (1)
Annex - Schedule B (A) (III) (2)
Annex - Schedule B (B) (1)
Annex - Schedule B (B) (2)
Annex - Schedule B (B) (3)

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Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 63
Article 64
Article 65 (1)
Article 65 (2) introductory phrase
Article 65 (2) (a), (b) and (c)
Article 66
Article 67
Article 68

Annex – Schedule B (B) (4)
Annex – Schedule C (1)
Annex – Schedule C (2) (a)
Annex – Schedule C (2) (b), introductory phrase
Annex – Schedule C (2) (b), 1st, 2nd and 3rd indents
Annex – Schedule C (3)
Annex – Schedule C (4)
Annex – Schedule C (5) (a), (b) and (c)

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Article 69

Article 70

Article 71

Article 72

Dir. 79/279/EEC

Annex - Schedule C (6)

Dir.
80/390/EEC

Dir. 82/121/EEC

Dir.
88/627/EEC

Article 2

Article 3

Article 4

Article 73 (1)
Article 73 (2), 1st subparagraph, introductory phrase
Article 73 (2), 1st subparagraph (a) and (b)
Article 73 (2), 2nd subparagraph
Article 73 (3) to (7)

Article 5 (1)
Article 5 (2), 1st subparagraph, introductory phrase
Article 5 (2), 1st subparagraph, 1st and 2nd indents
Article 5 (2), 2nd subparagraph
Article 5 (3) to (7)

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Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 74

Article 75

Article 76

Article 77

Article 78 (1)
Article 78 (2) introductory phrase
Article 78 (2) (a) and (b)

Annex - Schedule D (A) (1) (a)
Annex - Schedule D (A) (1) (b), introductory phrase
Annex - Schedule D (A) (1) (b), 1st and 2nd indents

Article 79

Annex - Schedule D (A) (2)

Article 6

Article 8

Article 9 (3) to (6)

Article 10 (2)

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Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 80

Article 81

Article 82

Annex - Schedule D (A) (3)

Annex - Schedule D (A) (4)

Annex - Schedule D (A) (5)

Article 83 (1)
Article 83 (2), introductory phrase
Article 83 (2) (a) and (b)

Annex - Schedule D (B) (1) (a)
Annex - Schedule D (B) (1) (b), introductory phrase
Annex - Schedule D (B) (1) (b), 1st and 2nd indents

Article 84

Article 85

Annex - Schedule D (B) (2)

Article 1 (1), (2) and
(3)

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Article 86

Article 87

Article 88

Article 89 (1), 1st subparagraph, introductory phrase
Article 89 (1), 1st subparagraph (a) and (b)
Article 89 (1), 2nd and 3rd subparagraphs
Article 89 (2)

Article 90

Article 91

Dir. 79/279/EEC

Dir.
80/390/EEC

Dir. 82/121/EEC Dir. 88/627/EEC

Article 2

Article 8

Article 3

Article 4 (1), 1st subparagraph, introductory phrase
Article 4 (1), 1st subparagraph, 1st and 2nd indents
Article 4 (1), 2nd and 3rd subparagraphs
Article 4(2)

Article 5

Article 10 (1)

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Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 92, 1st subparagraph, introductory phrase
Article 92, 1st subparagraph (a) and (h)
Article 92, 2nd subparagraph

Article 7, 1st subparagraph, introductory phrase
Article 7, 1st subprargraph, 1st to 8th indents
Article 7, 2nd subparagraph

Article 93

Article 94

Article 95

Article 96

Article 97

Article 6

Article 9

Article 11

Article 13

Article 15

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Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 98 (1), introductory phrase
Article 98 (1) (a) and (b)
Article 98 (2)

Article 99 (1)
Article 99 (2), introductory phrase
Article 99 (2) (a) and (b)
Article 99 (3)

Article 100

Article 101

Article 20 (1), introductory phrase
Aticle 20 (1), 1st and 2nd indents
Article 20 (2)

Article 21 (1)
Article 21 (2), introductory phrase
Article 21 (2), 1st and 2nd indents
Article 21 (3)

Article 23

Article 22

Article 102 (1), 1st subparagraph
Article 102 (1), 2nd subparagraph
Article 102 (2)

Article 17 (1), 1st sentence
Article 17 (1), 2nd sentence

Article 10 (2), 1st subparagraph

Article 7 (1) and (3)

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Dir. 82/121/EEC

Dir. 88/627/EEC

Article 103

Article 104

Article 17 (2)

Article 7 (2)

Article 10 (2), 2nd subparagraph

Article 6a

Article 105 (1) and (2)
Article 105 (3)

Article 9 (1) and (2)

Article 18 (1) and (3), 2nd subparagraph
Article 18 (4)

Article 9 (1) and (2)
Article 9 (7)

Article 12 (1) and (2)

Article 106

Article 18 (1)

Article 24c (1)

Article 10 (1)

Article 12 (3)

Article 107 (1) and (2)
Article 107 (3) 1st subparagraph
Article 107 (3) 2nd subparagraph

Article 19

Article 25 (1) and (2)
Article 25 (3)

Article 14 (1) and (2)

Article 14 (3)

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Dir. 82/121/EEC

Dir. 88/627/EEC

Article 108 (1), 1st subparagraph

Article 108 (1), 2nd and
3rd subparagraphs
Article 108 (2), 1st subparagraph,
point (a)
Article 108 (2), 1st subparagraph,
point (b)
Article 108 (2), 1st subparagraph,
point (c) (i)
Article 108 (2), 1st subparagraph,
point (c) (ii)
Article 108 (2), 1st subparagraph,
point (c) (iii)
Article 108 (2), 1st subparagraph,
point (d)

Article 20 (1), introductory
phrase
Article 20 (3) and (4)

Article 20 (1), introductory
phrase and point (a)

Article 20 (1) (b)

Article 26 (1) (a)

Article 11 (1) (a)

Article 16 (1) (a)

Article 26 (1) (b)

Article 11 (1) (b)

Article 16 (1) (b)

Article 20 (1) (c)

Article 26 (1) (c)

Article 11 (1) (c)

Article 16 (1) (c)

Article 108 (2), 2nd subparagraph

Article 20 (2)

Article 26 (2)

Article 21

Article 22 (2)

Article 27 (2)

Article 12 (3)

Article 17 (2)

Article 109

Article 110

Article 111

Article 112

Article 113

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Dir. 79/279/EEC

Dir. 80/390/EEC

Annex I - Schedule A, Chapter I

Annex - Schedule A, Chapter 1

Dir.
82/121/EEC

Dir.
88/627/EEC

Annex I - Schedule A, Chapter 2 - 2.1 to 2.4.4

Annex - Schedule A, Chapter 2 - 2.1 to 2.4.4

Annex I - Schedule A, Chapter 2 - 2.4.5, 1st subparagraph,
introductory phrase

Annex - Schedule A, Chapter 2 - 2.4.5, 1st
subparagraph, introductory phrase

Annex I - Schedule A, Chapter 2 - 2.4.5.,1st subparagraph
(a) and (b)

Annex - Schedule A, Chapter 2 - 2.4.5, 1st
subparagraph, 1st and 2nd indents

Annex I - Schedule A, Chapter 2 - 2.4.5, 2nd subparagraph

Annex I - Schedule A, Chapter 2 - 2.5

Annex - Schedule A, Chapter 2 - 2.4.5, 2nd
subparagraph
Annex - Schedule A, Chapter 2 - 2.5

Annex I - Schedule A, Chapter 3 - 3.1 to 3.2.0

Annex - Schedule A, Chapter 3 - 3.1 to 3.2.0

Annex I - Schedule A, Chapter 3 - 3.2.1 introductory phrase

Annex I - Schedule A Chapter 3 - 3.2.1 (a), (b) and (c)

Annex I - Schedule A, Chapter 3 - 3.2.2 to 3.2.9

Annex - Schedule A, Chapter 3 - 3.2.1
introductory phrase
Annex - Schedule A, Chapter 3 - 3.2.1, 1st, 2nd
and 3rd indents
Annex - Schedule A, Chapter 3 - 3.2.2 to 3.2.9

Annex I - Schedule A, Chapter 4

Annex - Schedule A, Chapter 4

Annex I - Schedule A, Chapter 5 - 5.1 to 5.3

Annex - Schedule A, Chapter 5 - 5.1 to 5.3

Annex I - Schedule A, Chapter 5 - 5.4 (a) and (b)

Annex - Schedule A, Chapter 5 - 5.4 (a) and (b)

Annex I - Schedule A, Chapter 5 - 5.4 (c) (i) and (ii)

Annex I - Schedule A, Chapter 5 - 5.5 and 5.6

Annex - Schedule A, Chapter 5 - 5.4 (c) 1st and
2nd indents
Annex - Schedule A, Chapter 5 - 5.5 and 5.6

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Dir. 88/627/EEC

Annex I - Schedule A, Chapter 6

Annex - Schedule A, Chapter 6

Annex I - Schedule A, Chapter 7 - 7.1
introductory phrase

Annex I - Schedule A, Chapter 7 -7.1 (a) and (b)

Annex I - Schedule A, Chapter 7 - 7.2

Annex - Schedule A, Chapter 7 - 7.1 introductory
phrase

Annex - Schedule A, Chapter 7 - 7.1, 1st and 2nd
indents
Annex - Schedule A, Chapter 7 - 7.2

Annex I - Schedule B, Chapter 1 - 4

Annex - Schedule B, Chapter 1-4

Annex I - Schedule B, Chapter 5 - 5.1 to 5.1.3

Annex - Schedule B, Chapter 5 - 5.1 to 5.1.3

Annex I - Schedule B, Chapter 5 - 5.1.4, 1st
subparagraph, introductory phrase

Annex I - Schedule B, Chapter 5 - 5.1.4,1st
subparagraph (a), (b) and (c)

Annex – Schedule B, Chapter 5 - 5.1.4, 1st
subparagraph, introductory phrase

Annex – Schedule B, Chapter 5 - 5.1.4, 1st
subparagraph, 1st, 2nd and 3rd indents

Annex I - Schedule B Chapter 5 - 5.1.4, 2nd, 3rd
and 4th subparagraphs

Annex – Schedule B, Chapter 5 -5.1.4, 2nd, 3rd
and 4th subparagraphs

Annex I - Schedule B, Chapter 5 - 5.1.5 to 5.2

Annex - Schedule B, Chapter 5 - 5.1.5 to 5.2

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Annex I - Schedule B, Chapter 5 - 5.3
introductory sentence
Annex I - Schedule B, Chapter 5 - 5.3 (a) and (b)
Annex I - Schedule B, Chapter 5 -5.3 (c) (i) and
(ii)
Annex I - Schedule B, Chapter 6
Annex I - Schedule B, Chapter 7 - 7.1
introductory phrase
Annex I - Schedule B, Chapter 7 - 7.1 (a) and (b)

Annex I - Schedule B, Chapter 7 - 7.2
Annex I - Schedule C Chapter 1
Annex I - Schedule C, Chapter 2 - 2.1 to 2.1.2
Annex I - Schedule C, Chapter 2 - 2.2
introductory phrase
Annex I - Schedule C, Chapter 2 - 2.2 (a) to (d)

Annex I - Schedule C, chapter 2 - 2.3 to 2.6
Annex II
Annex III

Annex - Schedule B, Chapter 5 - 5.3
introductory sentence
Annex - Schedule B, Chapter 5 - 5.3 (a) and (b)
Annex - Schedule B, Chapter 5 - 5.3 (c) 1st and
2nd indents
Annex - Schedule B, Chapter 6
Annex - Schedule B, Chapter 7 - 7.1
introductory phrase
Annex - Schedule B, Chapter 7 - 7.1, 1st and
2nd indents
Annex - Schedule B, Chapter 7 - 7.2
Annex - Schedule C, Chapter 1
Annex - Schedule C, Chapter 2 - 2.1.2
Annex - Schedule C, Chapter 2 - 2.2
introductory phrase
Annex - Schedule C, Chapter 2 - 2.2, 1st to 4th
indents
Annex - Schedule C, Chapter 2 - 2.3 to 2.6

112