Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing and on information to be published on those securities
Date: 2001-05-28
Institutions: Council of the European Union, European Parliament
Subjects: dissemination of information, official document, publication, securities, stock exchange, stock-exchange listing

6.7.2001

EN

Official Journal of the European Communities

L 184/1

I

(Acts whose publication is obligatory)

DIRECTIVE 2001/34/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

of 28 May 2001

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

L 184/2

EN

Official Journal of the European Communities

6.7.2001

TABLE OF CONTENTS

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

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TITLE I: DEFINITIONS AND SCOPE OF APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Chapter I: Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Chapter II: Scope of application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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TITLE II: GENERAL PROVISIONS CONCERNING THE OFFICIAL LISTING OF SECURITIES . . . . . . . . . . . . . . . .

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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: Derogations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Chapter IV: Powers of the national competent authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 1: Decision of admission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 2: Information requested by the competent authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 3: Actions against an issuer failing to comply to the obligations resulting from admission . . . . . .

Article 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 4: Suspension and discontinuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Article 19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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6.7.2001

EN

Official Journal of the European Communities

L 184/3

TITLE III: PARTICULAR CONDITIONS RELATING TO OFFICIAL LISTING OF SECURITIES . . . . . . . . . . . . . . .

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Chapter I: Publication of listing particulars for admission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Section 1: General provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Article 23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 3: Permitted omission from the listing particulars of certain information . . . . . . . . . . . . . . . . . . . . .

Article 24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 4: Contents of the listing of particulars in certain specific cases . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 28 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 29 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 32 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 33 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 34 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 5: Control and circulation of listing particulars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 35 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 36 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6: Determination of the competent authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 37 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7: Mutual recognition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 38 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 39 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 40 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 8: Negotiations with non-member countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 41 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Chapter II: Particular conditions for the admission of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Article 42 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 43 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 44 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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L 184/4

EN

Official Journal of the European Communities

6.7.2001

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

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Article 45 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 46 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 47 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 48 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 49 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 50 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 51 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Chapter III: Particular conditions relating to the admission to the 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Article 53 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 54 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 55 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 56 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 57 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 3: Other conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 58 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 59 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Article 61 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 62 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 63 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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TITLE IV: ONGOING OBLIGATIONS RELATING TO SECURITIES ADMITTED TO OFFICIAL LISTING . . . . .

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

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Section 1: Listing of newly issued shares of the same class

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Article 64 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 2: Treatment of shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 65 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 3: Amendment of the instrument of incorporation or the statutes . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 66 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 4: Annual accounts and annual report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 67 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Section 5: Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 68 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6: Equivalence of information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 69 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7: Periodical information to be published . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 70 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 71 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 8: Publication and contents of the half-yearly report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 72 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 73 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 74 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 75 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 76 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 77 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26

26

27

27

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27

27

27

27

27

28

28

28

28

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

28

Section 1: Debt securities issued by an undertaking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 78 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 79 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 80 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 81 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 82 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Article 83 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 84 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Article 86 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 87 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 88 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Article 89 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 90 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 91 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 3: Determination of the voting rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 92 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28

28

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30

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Section 4: Exemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 93 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 94 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 5: Competent authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6: Sanctions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32

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32

33

33

33

33

TITLE V: PUBLICATION AND COMMUNICATION OF THE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33

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

Article 99 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 100 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Article 101 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Chapter II: Publication and communication of information after listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 102 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Chapter III: Languages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 103 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 104 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TITLE VI: COMPETENT AUTHORITIES AND COOPERATION BETWEEN MEMBER STATES . . . . . . . . . . . . . .

Article 105 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 106 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 107 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33

33

33

33

33

34

34

34

34

34

34

34

34

34

35

35

TITLE VII: CONTACT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

35

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

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

37

Annex II — Part A: Repealed Directives and their successive amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

52

Annex II — Part B: Deadlines for transposition into national law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

53

Annex III — Correlation table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

54

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE
EUROPEAN UNION,

Having regard to the Treaty establishing the European Econ-
omic 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
Committee (1),

Acting in accordance with the procedure laid down in
Article 251 of the Treaty (2),

Whereas:

(1)

Council Directive 79/279/EEC of 5 March 1979 coordi-
nating the conditions for the admission of securities
to official stock exchange listing (3), Council Directive
80/390/EEC of 17 March 1980 coordinating the require-
ments for the drawing up, scrutiny and distribution of
the listing particulars to be published for the admission
of securities to official stock exchange listing (4), Council
Directive 82/121/EEC of 15 February 1982 on infor-
mation to be published on a regular basis by companies
the shares of which have been admitted to official stock-
exchange listing(5) and Council Directive 88/627/EEC
of 12 December1988 on the information to be published
when a major holding in a listed company is acquired or
disposed of (6) 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.

(2)

The coordination of the conditions for the admission of
securities to official listing on stock exchanges situated

(1) OJ C 116, 20.4.2001, p. 69.
(2) Opinion of the European Parliament of 14 March 2001 (not yet
published in the Official Journal) and Council Decision of 7 May
2001.

(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.

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.

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
this Directive therefore
international public bodies;
covers entities not covered by the second paragraph of
Article 48 of the Treaty.

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.

Initially, this coordination of the conditions for admis-
sion 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.

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

(3)

(4)

(5)

(6)

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This partial coordination of the conditions for admission
to official listing constitutes a first step towards sub-
sequent closer alignment of the rules of Member States
in this field.

(13) Mutual recognition of listing particulars to be published
for the admission of securities to official listing rep-
resents an important step forward in the creation of the
Community’s internal market.

(7)

(8)

(9)

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

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 safe-
guards 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.

the effect of

(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
these differences is not only
therein;
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
the Com-
munity.

throughout

(11) These differences should be eliminated by coordinating
the rules and regulations without necessarily making
in order to achieve an
them completely uniform,
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.

(14)

it is necessary to specify which
In this connection,
authorities are competent to check and approve listing
particulars to be published for the admission of securities
to official listing in the event of simultaneous appli-
cations for admission to official listing in two or more
Member States.

(15) Article 21 of Council Directive 89/298/EEC of
17 April 1989 coordinating the requirements for the
drawing-up, scrutiny and distribution of the prospectus
to be published when transferable securities are offered
to the public (1) 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 recognised
as a public-offer prospectus in the other Member States
concerned on the basis of mutual recognition.

(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 particu-
lars for admission to official
listings to issuers the
securities of which have already been admitted to official
stock-exchange listing in another Member State.

(12) Such coordination must apply to securities indepen-
dently 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.

(1) OJ L 124, 5.5.1989, p. 8.

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(20) Companies which have already been listed in the Com-
munity 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.

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 inter-
penetration of securities markets.

(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.

(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/EEC (1) has coordinated the
laws, regulations and administrative provisions of the
Member States concerning the annual accounts of
certain types of companies.

(22) Member States may find it useful to establish non-
discriminatory minimum quantitative criteria, such as
the current equity market capitalisation, 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.

(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.

(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
recognised 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.

(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
it is for that
Member State to decide whether those documents
should be scrutinised by its competent authorities and
to determine, if necessary, the nature and the manner in
which that scrutiny should be carried out.

listing is sought;

is not essential; by virtue of

(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
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,
recognised open market or are so admitted simul-
taneously; 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.

(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.

(25)

In the case of securities admitted to official stock-
exchange listing, the protection of investors requires
that the latter be supplied with appropriate regular
information throughout the entire period during which
the securities are listed; coordination of requirements for

(1) 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).

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(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.

(31) A policy of adequate information of investors in the
field of
transferable securities is likely to improve
investor protection, to increase investors’ confidence in
securities markets and thus to ensure that securities
markets function correctly.

(32) By making such protection more equivalent, coordi-
nation 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 situated 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 apply-
ing 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 transpo-
sition set out in Annex II, Part B,

HAVE ADOPTED THIS DIRECTIVE:

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TITLE I

DEFINITIONS AND SCOPE OF APPLICATION

CHAPTER I

Definitions

Article 1

(f)

(g)

‘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;

‘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;

(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.

For the purposes of this Directive:

(a)

(b)

‘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;

‘collective investment undertakings other than the closed-
end type’ shall mean unit trusts and investment com-
panies:

(i)

(ii)

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

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

(c)

For the purposes of this Directive ‘investment companies
other than those of the closed-end type’ shall mean
investment companies:

(i)

(ii)

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 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;

CHAPTER II

Scope of application

Article 2

Articles 5 to 19, 42 to 69, and 78 to 84 shall apply to
1.
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.

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

(a)

(b)

units issued by collective investment undertakings other
than the closed-end type,

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.

(d)

(e)

‘credit
institution’ shall mean an undertaking whose
business is to receive deposits or other repayable funds
from the public and to grant credits for its own account;

‘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;

2.
to:

(a)

(b)

The provisions mentioned in paragraph 1 shall not apply

units issued by collective investment undertakings other
than the closed-end type,

securities issued by a Member State or by its regional or
local authorities.

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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.

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

The Member States may exclude central banks from the

3.
scope of the provisions mentioned in paragraph 1.

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.

TITLE II

CHAPTER II

GENERAL PROVISIONS CONCERNING THE OFFICIAL
LISTING OF SECURITIES

More stringent or additional conditions and obligations

CHAPTER I

General conditions for admission

Article 5

Member States shall ensure that:

(a)

(b)

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 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.

Article 6

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

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, authorise derogations from the
additional or more stringent conditions and obligations
referred to in paragraphs 1 and 2 hereof.

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

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.

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CHAPTER III

Derogations

Article 9

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

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.

CHAPTER IV

Powers of the national competent authorities

S e c t i o n 1

D e c i s i o n o f a d m i s s i o n

Article 11

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.

In order to facilitate the work of the competent auth-
2.
orities, 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.

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.

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.

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

I n f o r m a t i o n r e q u e s t e d b y t h e c o m p e t e n t
a u t h o r i t i e s

S e c t i o n 2

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
in their
opinion, the issuer’s situation is such that admission would be
detrimental to investors’ interests.

listing if,

Article 12

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.

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
listing subject to any special condition
security to official
which the competent authorities consider appropriate and of
which they have explicitly informed the applicant.

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 infor-
mation after having heard the issuer.

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S e c t i o n 3

A c t i o n a g a i n s t a n i s s u e r f a i l i n g t o c o m -
p l y w i t h t h e o b l i g a t i o n s r e s u l t i n g f r o m
a d m i s s i o n

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.

Article 17

TITLE III

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.

PARTICULAR CONDITIONS RELATING TO OFFICIAL
LISTINGS OF SECURITIES

CHAPTER I

Publication of listing particulars for admission

S e c t i o n 4

S u s p e n s i o n a n d d i s c o n t i n u a n c e

S e c t i o n 1

G e n e r a l p r o v i s i o n s

Article 18

Article 20

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

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.

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.

S e c t i o n 5

R i g h t

t o a p p l y t o t h e c o u r t s i n c a s e o f

r e f u s a l o f a d m i s s i o n o r d i s c o n t i n u a n c e

Article 19

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.

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.

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.

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.

Article 22

listing particulars contain,

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,
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.

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2.
In the specific cases covered by Articles 25 to 34 the
listing particulars 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 legal form, listing particulars giving equivalent information
shall be drawn up by adapting these headings.

S e c t i o n 2

P a r t i a l o r c o m p l e t e e x e m p t i o n f r o m t h e
o b l i g a t i o n t o p u b l i s h l i s t i n g p a r t i c u l a r s

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:

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 involv-
ing 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 undertak-
ing’s assets and liabilities or as consideration for the
transfer of assets other than cash;

and where, not more than 12 months before the admis-
sion 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 organisations 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:

(b)

(c)

(d)

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

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

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;

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, in the absence
the accounting par value,
of a nominal 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

(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:

(a)

shares allotted free of charge to holders of shares
already listed on the same stock exchange; or

— raising funds under state control through

the issue of debt securities, and

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

(b)

(d)

(e)

(f)

(g)

(iii)

the debt securities of which are, for the pur-
poses of admission to official listing, considered
law as debt securities issued or
by national
guaranteed by the State; or

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

securities already admitted to official
listing on
another stock exchange in the same Member State;
or

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

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:

— 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;

to the satisfaction of the competent authorities of
the Member State in which admission to official
listing is sought, the competent authorities of the
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 years, the issuer has complied with
all the requirements concerning information and
admission to listing imposed on companies the
securities of which are officially listed by virtue of
this Directive;

(c)

the following are published in the manner

all
stipulated in Articles 98 and 99(1).

(i)

a document containing the following infor-
mation:

— 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 certifi-
cates representing shares the statement
shall also specify the rights attaching to
the original securities and give infor-
mation concerning the possibility of
converting the certificates into original
securities and the procedure for
that
conversion. In the case of debt securities
shall also specify the
the statement
nominal amount of
that
the loan (if
amount is not fixed, a statement to that
effect shall be made) and the conditions
and terms of the loan; except in the case
the issue and
of continuous
issues,
redemption prices
and the nominal
interest rate (if several interest rates are
the
provided for,
conditions governing changes
in the
rate);
in the case of convertible debt
securities, exchangeable debt securities,
debt securities with warrants or warrants
shall also specify the
the statement
nature of the shares offered by way of
conversion, exchange or subscription, the
rights attaching thereto, the conditions of
and procedures for conversion, exchange
or subscription and details of the circum-
stances in which they may be amended;

an indication of

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— details of any significant change or devel-
opment 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
consolidated accounts, on condition that the
accounts which are not supplied do not provide
any significant additional information) and the
issuer’s latest half-yearly statement for the year
in question where it has already been published;

— any reports concerning the last published
annual accounts by the official auditors
required by the national law of the Mem-
ber State within the territory of which the
issuer’s registered office is situated;

(d)

the notices, bills, posters and documents announc-
ing 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.

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
recognised 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, information
equivalent in substance to that required by this Directive
is available to investors before the date on which
admission to official listing becomes effective.

(iii) any listing particulars, prospectus or equivalent
in the
document published by the issuer
12 months preceding the application for
admission to official listing; and

S e c t i o n 3

P e r m i t t e d o m i s s i o n f r o m l i s t i n g p a r t i c u -
l a r s o f c e r t a i n i n f o r m a t i o n

(iv)

the following information where it
is not
already given in the documents provided for in
(i), (ii) and (iii):

Article 24

— the composition of the company’s admin-
istrative, management and supervisory
bodies and the functions performed by
individual members,

— 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

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

(a)

such information is of minor importance only and is not
such as will
the assets and
influence assessment of
liabilities, financial position, profits and losses and pros-
pects 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.

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S e c t i o n 4

C o n t e n t s o f l i s t i n g o f p a r t i c u l a r s i n s p e c -
i f i c c a s e s

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.

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:

(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.

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.

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:

(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. Where the application for admission to official listing
relates to convertible debt securities, exchangeable debt securi-
ties 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 particu-
lars shall contain only:

(a)

(b)

(c)

(d)

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

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,

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

the conditions of and procedures for conversion exchange
and subscription and the situations in which they may be
amended.

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

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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.

(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 organisations
retained to act as the latter’s paying agents.

Article 28

For the admission of securities,

issued by financial
listing, the listing particulars must

1.
institutions, to official
contain:

(a)

(b)

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

information adapted, in accordance with the rules laid
law or by the
down for that purpose by national
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.

The arrangements laid down by this Article may be

3.
extended to:

(a)

(b)

(c)

collective investment undertakings whose units are not
excluded from the scope of this Directive by Article 3(2)
(a),

finance companies engaging in no activity other than
raising capital
to make it available to their parent
company or to undertakings affiliated to that company,
and

companies holding portfolios of securities, licences or
patents and engaging in no activity other than the
management of such portfolios.

Article 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:

(a)

the information provided for in heading 1.1 and Chap-
ter 2 of Schedule B of Annex I, and

Article 30

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

(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 insti-
tution 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,
heading 1.3 and Chapters 3 to 7 of that Schedule.

that provided for in

3. Where there is more than one guarantor, the information
specified shall be required of each one; however, the competent
authorities may allow abridgement of this information with a
view to achieving greater comprehensibility of the listing
particulars.

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
organisations retained to act as the latter’s paying agents.
Copies of the contract shall be provided to any person
concerned on request.

Article 31

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

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(a)

(b)

(c)

(d)

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

the information provided for in heading 1.3 and Chap-
ters 3 to 7 of Schedule A of Annex I,

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

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

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

Article 33

1. When the application for admission to official listing
relates to 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.

2. When the issuer of the convertible debt securities, the
exchangeable debt securities or the debt securities with war-
rants is not the issuer of the shares, listing particulars must
include:

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)

(b)

(c)

(d)

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

in respect of the issuer of the securities, the information
provided for in Schedule B of Annex I,

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

(a)

(b)

a credit institution which is a national of a Member State
and is set up or governed by a special law or pursuant to
such law or is subject to public supervision designed to
protect savings, or

a subsidiary 95 % or more of which is owned by a credit
institution as referred to in point (a), the commitments of
which towards the holders of certificates are uncon-
ditionally guaranteed by that credit institution and which
is subject, de jure or de facto, to the same supervision, or

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

(c)

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

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.

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

Article 32

Article 34

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 organisations
retained to act as the latter’s paying agents.

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
authorise the abridgement of the information provided for in
Chapters 3 and 5 of Schedule B of Annex I.

2.
The possibility of abridgement provided for in para-
graph 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.

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S e c t i o n 5

C o n t r o l a n d c i r c u l a t i o n o f

l i s t i n g p a r -

t i c u l a r s

Article 35

No listing particulars may be published until they have

1.
been approved by the competent authorities.

2.
The competent authorities shall approve the publication
of listing particulars only if they are of the opinion that they
satisfy all the requirements set out in this Directive.

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.

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 competent
authorities must disclose to them the reasons justifying this
requirement.

the issuer,

S e c t i o n 6

D e t e r m i n a t i o n o f

t h e c o m p e t e n t

a u t h -

o r i t y

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.

S e c t i o n 7

M u t u a l r e c o g n i t i o n

Article 38

has been applied for, without its being necessary to obtain the
approval of the competent authorities of those States and
without their being able to require that additional information
be included in the listing particulars. The competent authorities
may, however, require that listing particulars include infor-
mation specific to the market of the country of admission
concerning in particular the income tax system, the financial
organisations retained to act as paying agents for the issuer in
that country, and the way in which notices to investors are
published.

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

(a)

(b)

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

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 recognise the listing particulars approved by the
competent authorities within the meaning of Article 37.

3. When approving listing particulars, the competent auth-
orities 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 auth-
orities 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

Once approved in accordance with Article 37, listing
1.
particulars must, subject to any translation, be recognised by
the other Member States in which admission to official listing

1. Where application for admission to official listing in one
or more Member States is made and the securities have been

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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
recognised, 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 being able
to require that additional
information be included in the
prospectus. The competent authorities may, however, require
that the prospectus include information specific to the market
of the country of admission concerning, in particular, the
income tax system, the financial organisations retained to act
as paying agents for the issuer in the country of admission and
the ways in which notices to investors are published.

S e c t i o n 8

A g r e e m e n t s w i t h n o n - m e m b e r c o u n t r i e s

Article 41

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

Article 38(2) to (5) shall apply in the eventuality referred

2.
to in paragraph 1 of this Article.

Specific conditions for the admission of shares

CHAPTER II

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.

S e c t i o n 1

C o n d i t i o n s r e l a t i n g t o c o m p a n i e s f o r t h e
s h a r e s o f w h i c h a d m i s s i o n t o o f f i c i a l
l i s t i n g i s s o u g h t

Article 42

Article 40

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.

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 auth-
orities to whom application is made shall contact the com-
petent 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.

Article 43

1.
The foreseeable market capitalisation 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.

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

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

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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.

Article 47

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.

If, as a result of adjustment of the equivalent of the euro
6.
in national currency, the market capitalisation 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.

Article 44

A company must have published or filed its annual accounts
in accordance with national law for the three financial years
listing. By way of
preceding the application for official
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.

S e c t i o n 2

C o n d i t i o n s

r e l a t i n g

t o t h e

s h a r e s

f o r

w h i c h a d m i s s i o n i s s o u g h t

Article 45

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

Article 46

1.

The shares must be freely negotiable.

Article 48

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

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.

By way of derogation from paragraph 1, if the shares are
4.
listing in one or more non-member
admitted to official
countries, 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.

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.

The competent authorities may treat shares which are
2.
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.

Article 49

The application for admission to official listing must

1.
cover all the shares of the same class already issued.

The competent authorities may,

3.
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.

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

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Official Journal of the European Communities

6.7.2001

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.

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.

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.

S e c t i o n 2

C o n d i t i o n s
r i t i e s

s e c u -
f o r w h i c h a d m i s s i o n t o o f f i c i a l

t o t h e d e b t

r e l a t i n g

l i s t i n g i s s o u g h t

Article 53

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

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.

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.

CHAPTER III

Article 56

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

S e c t i o n 1

C o n d i t i o n s r e l a t i n g t o u n d e r t a k i n g s f o r
t h e d e b t s e c u r i t i e s o f w h i c h a d m i s s i o n t o
o f f i c i a l l i s t i n g i s s o u g h t

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.

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

Article 57

1.
For the admission to official 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.

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

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

2. Member States may, by way of derogation from para-
graph 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.

S e c t i o n 3

O t h e r c o n d i t i o n s

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

CHAPTER IV

Article 58

Article 60

The amount of

1.
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.

the loan may not be less

The debt securities must be freely negotiable.

Article 61

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.

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.

The

equivalent

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

currency

national

in

If as a result of adjustment of the equivalent of the euro
4.
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.

Article 59

Article 62

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

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.

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, recognised open
market or are so admitted simultaneously.

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.

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TITLE IV

S e c t i o n 3

OBLIGATIONS RELATING TO SECURITIES ADMITTED TO
OFFICIAL LISTING

A m e n d m e n t o f

t h e i n s t r u m e n t o f

i n c o r -

p o r a t i o n o r t h e s t a t u t e s

Article 66

CHAPTER I

Obligations of companies whose shares are admitted to
official listing

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.

S e c t i o n 1

L i s t i n g o f n e w l y i s s u e d s h a r e s o f t h e s a m e
c l a s s

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.

Article 64

S e c t i o n 4

A n n u a l a c c o u n t s a n d a n n u a l r e p o r t

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.

S e c t i o n 2

T r e a t m e n t o f s h a r e h o l d e r s

Article 65

The company shall ensure equal treatment for all share-

1.
holders who are in the same position.

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

(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)

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

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.

2.
If the company prepares both annual own and annual
consolidated accounts, it must make them available to the
public. In that event the competent authorities may authorise
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.

If the annual accounts and reports do not comply with
3.
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.

S e c t i o n 5

A d d i t i o n a l i n f o r m a t i o n

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.

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The competent authorities may, however, exempt the company
from this requirement, if the disclosure of particular infor-
mation is such as to prejudice the legitimate interests of the
company.

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

The company must inform the public of any changes in
3.
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.

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.

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.

S e c t i o n 8

P u b l i c a t i o n a n d c o n t e n t s o f

t h e h a l f -

y e a r l y r e p o r t

Article 72

The half-yearly report shall be published within four

1.
months of the end of the relevant six-month period.

2.
In exceptional, duly substantiated cases, the competent
authorities shall be permitted to extend the time limit for
publication.

S e c t i o n 6

E q u i v a l e n c e o f i n f o r m a t i o n

Article 73

Article 69

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.

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.

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.

S e c t i o n 7

P e r i o d i c a l i n f o r m a t i o n t o b e p u b l i s h e d

Article 70

Member States shall ensure that the companies referred to in
Article 4 publish half-yearly reports on their activities and
profits and losses during the first six months of each financial
year.

The figures, presented in table form, shall indicate at

2.
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.

The Member States may allow the competent authorities
3.
to authorise 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.

Against each figure there must be shown the figure for

5.
the corresponding period in the preceding financial year.

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6.
The explanatory statement must include any significant
information enabling investors to make an informed assess-
ment 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 to the company’s likely
future development in the current financial year.

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.

Article 74

Where a company publishes consolidated accounts it may
publish its half-yearly report in either consolidated or uncon-
solidated 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 infor-
mation.

Article 75

Paragraphs 1 and 2 shall also apply to the more stringent

3.
or additional obligations imposed pursuant to Article 71.

If a company governed by the law of a non-member
4.
country publishes a half-yearly report
in a non-member
country, the competent authorities may authorise 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 con-
cerned shall use their best endeavours to accept as a single text
the text of the report which meets the requirements of the
Member State in which the company’s head office is situated;
if 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.

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.

CHAPTER II

Article 76

Obligation of issuers whose debt securities are admitted to
official listing

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

S e c t i o n 1

D e b t s e c u r i t i e s i s s u e d b y a n u n d e r t a k i n g

2.
The competent authorities may authorise 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.

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.

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.

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The undertaking must ensure that at

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

least

Article 81

(a)

publish notices or distribute circulars concerning the
holding of meetings of holders of debt securities, the
payment of interest, the exercise of any conversion,
exchange, subscription or renunciation rights, and repay-
ment,

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.

(b) designate as its agent a financial

institution through
which holders of debt securities may exercise their
financial rights, unless the undertaking itself provides
financial services.

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

Article 79

1.
An undertaking planning an amendment to its instru-
ment of incorporation or its statutes affecting the rights of
holders of debt securities must forward a draft thereof to the
competent authorities of the Member States in which its debt
securities are listed.

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.

Article 80

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.

4. Where the debt securities officially listed are 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.

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.

Article 82

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
authorise 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.

An undertaking the debt securities of which are officially
1.
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.

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 infor-
mation 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 import-
ance for the evaluation of the debt securities.

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S e c t i o n 2

D e b t s e c u r i t i e s i s s u e d b y a S t a t e o r i t s
r e g i o n a l o r l o c a l a u t h o r i t i e s o r b y a p u b -
l i c i n t e r n a t i o n a l b o d y

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 import-
ance for the evaluation of the debt securities.

Article 83

CHAPTER III

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.

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:

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

S e c t i o n 1

G e n e r a l p r o v i s i o n s

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 incorpor-
ated 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.

(a)

publish notices or distribute circulars concerning the
holding of meetings of holders of debt securities, the
payment of interest and redemption,

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.

(b) designate as their agents financial institutions through
which holders of debt securities may exercise their
financial rights.

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

Article 84

Article 86

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.

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.

Article 87

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

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

(a)

has a majority of the shareholders’ or members’ voting
rights; or

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(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.

For the purposes of paragraph 1, a parent undertaking’s
2.
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.

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, with regard to:

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 to additional
requirements, provided that 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.

S e c t i o n 2

I n f o r m a t i o n w h e n a m a j o r h o l d i n g

i s

a c q u i r e d o r d i s p o s e d o f

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 acqui-
sition 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)

(b)

the thresholds of 20 % and 1/3 where they apply a single
threshold of 25 %,

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

Belgium, as from 1 October 1993,

Denmark, as from 1 October 1991,

Germany, as from 1 April 1995,

Greece, as from 1 October 1992,

Spain, as from 15 June 1991,

France, as from 1 October 1991,

Ireland, as from 1 November 1991,

Italy, as from 1 June 1992,

Luxembourg, as from 1 June 1993,

Netherlands, as from 1 May 1992,

Austria, as from 1 April 1995,

Portugal, as from 1 August 1991,

Finland, as from 1 April 1995,

Sweden, as from 1 April 1996,

and

United Kingdom, as from 18 December 1993,

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.

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 circum-
stances, he should have learnt of it.

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

Article 91

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officially listed on a stock exchange as soon as possible but
not more than nine calendar days after the receipt of that
declaration.

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.

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.

S e c t i o n 3

D e t e r m i n a t i o n o f t h e v o t i n g r i g h t s

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:

(a)

(b)

(c)

(d)

(e)

(f)

(g)

voting rights held by other persons or entities in their
own names but on behalf of that person or entity,

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

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.

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,

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,

voting rights attaching to shares of which that person or
entity has the life interest,

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; in such cases, the notification pre-
scribed in Article 89(1) shall be effected on the date of
the agreement,

(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.

S e c t i o n 4

E x e m p t i o n s

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/EEC (1)
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.

Article 94

1.
The competent authorities may exempt from the declar-
ation 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, insofar as that acquisition or disposal is
effected in his capacity as a professional dealer in securities
and insofar as the acquisition is not used by the dealer to
intervene in the management of the company concerned.

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.

(1) OJ L 193, 18.7.1983, p. 1. Directive as last amended by the 1994

Act of Accession.

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S e c t i o n 5

C o m p e t e n t a u t h o r i t i e s

Article 96

2.
In addition, either the complete listing particulars or a
notice stating 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.

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).

Article 99

S e c t i o n 6

S a n c t i o n s

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.

TITLE V

PUBLICATION AND COMMUNICATION OF THE INFOR-
MATION

CHAPTER I

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

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 listing becomes effective, 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,

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

(b)

the date of
subscription rights.

the opening of

trading in pre-emptive

S e c t i o n 1

P r o c e d u r e s a n d p e r i o d o f p u b l i c a t i o n o f
l i s t i n g p a r t i c u l a r s a n d t h e i r s u p p l e m e n t s

Article 98

1.

(a)

(b)

Listing particulars must be published either:

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

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 organisations
retained to act as the latter’s paying agents in the Member
State in which the admission of securities to official listing
is sought.

3.
listing
If the admission of debt securities to official
coincides with their public issue and if some of the terms of
the issue are not finalised 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, scrutinised in the same way as the latter and
published in accordance with procedures to be laid down by
the competent authorities.

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S e c t i o n 2

P r i o r c o m m u n i c a t i o n t o t h e c o m p e t e n t
a u t h o r i t i e s o f t h e m e a n s o f p u b l i c a t i o n

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.

Article 101

listing,

Where listing particulars are, or will be, published in accord-
ance with Articles 3 and 20 for the admission of securities to
the notices, bills, posters and documents
official
announcing this operation and indicating the essential charac-
teristics 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 particu-
lars 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
public either in writing in places indicated by announcements
to be 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.

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.

Article 104

language or one of

The information referred to in Article 23(4)(c) and (d) shall be
the official
published in 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.

TITLE VI

COMPETENT AUTHORITIES AND COOPERATION BETWEEN
MEMBER STATES

Article 105

1. Member States shall ensure that this Directive is applied
and shall appoint one or more competent authorities for the
purposes of the Directive. They shall notify the Commission
thereof, giving details of any division of powers among them.

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

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

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Article 106

2.

The Committee shall have as its function:

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

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 confiden-
tial 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.

3. Without prejudice to cases covered by criminal law, the
competent authorities which, pursuant to Article 106, receive
information under 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.

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.

TITLE VII

CONTACT COMMITTEE

CHAPTER I

Composition, working and tasks of the Committee

Article 108

A Contact Committee, hereinafter called ‘the Committee’,

1.
shall be set up alongside the Commission.

The Committee shall be composed of persons 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.

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.

(a) with regard to conditions for admission of securities to
official listing, the conditions of establishment, the con-
trol 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 harmonised 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 Direc-
tive and on which exchanges of view are deemed useful;

(c)

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

(i)

(ii)

(iii)

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

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

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 accord-
ance with Article 44(2)(g) of the Treaty;

(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.

CHAPTER II

Adaptation of the amount of equity market capitalisation

Article 109

1.
For the purpose of adjusting, in the light of the require-
ments of the economic situation, the minimum amount of the
foreseeable market capitalisation laid down in Article 43(1),
the Commission shall submit to the Committee a draft of the
measures to be taken.

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2.
Articles 5 and 7 of Council Decision 1999/468/EC of
28 June 1999 laying down the procedures for the exercise of
implementing powers conferred on the Commission (1) shall
apply, in compliance with Article 7(3) and Article 8 thereof.

The period laid down in Article 5(6) of Decision

3.
1999/468/EC shall be set at three months.

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.

Article 111

Directives 79/279/EEC, 80/390/EEC, 82/121/EEC and
1.
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.

(1) OJ L 184, 17.7.1999, p. 23.

Done at Brussels, 28 May 2001.

For the European Parliament

The President

N. FONTAINE

For the Council

The President
T. O¨ STROS

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ANNEX I

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

SCHEDULE A

Layout for listing particulars for the admission of shares to official stock exchange listing

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

Chapter 1

1.1.

1.2.

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.

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.

Chapter 2

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

2.1.

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.

2.2.

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

2.2.0.

Indication of the resolutions, authorisations 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).

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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 organisations 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.

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

by category.

2.3.2.

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.

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 capitalised; the issue premium and the amount of any expenses specifically charged
to the subscriber or purchaser.

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

2.3.4. The procedure for the exercise of any right of pre-emption; the negotiability of subscription rights; the

treatment of subscription rights not exercised.

2.3.5. Period of the opening of the issue or offer of shares, and names of the financial organisations responsible for

receiving the public’s subscriptions.

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

2.3.7. 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.

2.3.8.

Indication or estimate of the overall amount and/or of the amount per share of the charges relating to the
issue operation, stating the total remuneration of the financial intermediaries, including the underwriting
commission or margin, guarantee commission, placing commission or selling agent’s commission.

2.3.9. 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. 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.

2.4.1.

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.

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

2.4.4.

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 recognised and open, indication of
such markets.

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2.4.5.

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

(a)

(b)

public takeover offers by third parties in respect of the issuer’s shares,

public takeover offers by the issuer in respect of other companies’ shares.

The price or exchange terms attaching to such offers and the outcome thereof are to be stated.

2.5.

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.

Chapter 3

General information about the issuer and its capital

3.1.

General information about the issuer:

3.1.0. Name, registered office and principal administrative establishment if different from the registered office.

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

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

3.1.3.

Indication of the issuer’s objects and reference to the clause of the memorandum of association in which they
are described.

3.1.4.

Indication of the register and of the entry number therein.

3.1.5.

Indication of where the documents concerning the issuer which are referred to in the 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 authorised 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)

(b)

(c)

the amount of such authorised capital or capital increase and, where appropriate, the duration of the
authorisation,

the categories of persons having preferential subscription rights for such additional portions of capital,

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

3.2.2.

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

3.2.3. The amount of any convertible debt securities, exchangeable debt securities or debt securities with warrants,
with an indication of the conditions governing and the procedures for conversion, exchange or subscription.

3.2.4. Conditions imposed by the memorandum and articles of association governing changes in the capital and in
the respective rights of the various classes of shares, where such conditions are more stringent than is required
by law.

3.2.5. Summary description of the operations during the three preceding years which have changed the amount of

the issued capital and/or the number and classes of shares of which it is composed.

3.2.6. As far as they are known to the issuer, indication of the natural or legal persons who, directly or indirectly,
severally or jointly, exercise or could exercise control over the issuer, and particulars of the proportion of the
capital held giving a right to vote.

Joint control shall mean control exercised by more than one company or by more than one person having
concluded an agreement which may lead to their adopting a common policy in respect of the issuer.

3.2.7.

Insofar as they are known to the issuer, indication of the shareholders who, directly or indirectly, hold a
proportion of the issuer’s capital which the Member States may not fix at more than 20 %.

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3.2.8.

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

3.2.9. Number, book value and nominal value or, in the absence of a nominal value, the accounting par value of
any of its own shares which the issuer or another company in which it has a direct or indirect holding of
more than 50 % has acquired and is holding, if such securities do not appear as a separate item on the balance
sheet.

Chapter 4

Information concerning the issuer’s activities

4.1.

The issuer’s principal activities:

4.1.0. Description of the issuer’s principal activities, stating the main categories of products sold and/or services

performed.

Indication of any significant new products and/or activities.

4.1.1. Breakdown of net turnover during the past three financial years by categories of activity and into geographical
markets insofar as, taking account of the manner in which the sale of products and the provision of services
falling within the issuer’s ordinary activities are organised, these categories and markets differ substantially
from one another.

4.1.2. Location and size of the issuer’s principal establishments and summary information about real estate owned.
Any establishment which accounts for more than 10 % of turnover or production shall be considered a
principal establishment.

4.1.3. For mining, extraction of hydrocarbons, quarrying and similar activities insofar as significant, description of

deposits, estimate of economically exploitable reserves and expected period of working.

Indication of the periods and main terms of concessions and the economic conditions for working them.

Indication of the progress of actual working.

4.1.4. Where the information given pursuant to headings 4.1.0 to 4.1.3 has been influenced by exceptional factors,

that fact should be mentioned.

4.2.

4.3.

4.4.

4.5.

4.6.

Summary information regarding the extent to which the issuer is dependent, if at all, on patents or licences,
industrial, commercial or financial contracts or new manufacturing processes, where such factors are of
fundamental importance to the issuer’s business or profitability.

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

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.

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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.

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.

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 companies’ annual accounts
and do not give a true and fair view of the issuer’s assets and liabilities, financial position and profits and
losses, more detailed and/or additional information must be given.

5.1.6. 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, the information required under points (e) and (f) may be omitted where the undertaking in which a
participating interest is held does not publish its annual accounts.

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The Member States may authorise 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)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Name and registered office of the undertaking.

Field of activity.

Proportion of capital held.

Issued capital.

Reserves.

Profit or loss arising out of ordinary activities, after tax, for the last financial year.

Value at which the issuer obliged to publish listing particulars shows shares held in its accounts.

Amount still to be paid up on shares held.

Amount of dividends received in the course of the last financial year in respect of shares held.

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)

(b)

name and registered office of the undertaking;

proportion of capital held.

5.4. When the listing particulars comprise consolidated annual accounts, disclosure:

(a)

(b)

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;

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)

(ii)

the total proportion of third-party interests, if annual accounts are consolidated globally;

the proportion of the consolidation calculated on the basis of interests, if consolidation has been
effected on a pro rata basis.

5.5. Where the issuer is a dominant undertaking forming a group with one or more dependent undertakings, the

details provided for in Chapters 4 and 7 shall be given for that issuer and group.

The competent authorities may permit the provision of that information for the issuer alone or for the group
alone, provided that the details which are not provided are not material.

5.6.

If certain information provided for under this Schedule is given in the annual accounts provided in accordance
with this Chapter, it need not be repeated.

Information concerning administration, management and supervision

Chapter 6

6.1.

Names, addresses and functions in the issuing company of the following persons and an indication of the
principal activities performed by them outside that company where these are significant with respect to that
company:

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(a) members of the administrative, management or supervisory bodies;

(b)

(c)

partners with unlimited liability, in the case of a limited partnership with a share capital;

founders, if the company has been established for fewer than five years.

6.2.

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

6.2.0. Remuneration paid and benefits in kind granted, during the last completed financial year under any heading
whatsoever, and charged to overheads or the profit appropriation account, to members of the administrative,
management and supervisory bodies, these being total amounts for each category of body.

The total remuneration paid and benefits in kind granted to all members of the administrative, management
and supervisory bodies of the issuer by all the dependent undertakings with which it forms a group must be
indicated.

6.2.1. Total number of shares in the issuing company held by the members of its administrative, management and

supervisory bodies and options granted to them on the company’s shares.

6.2.2.

Information about the nature and extent of the interests of members of the administrative, management and
supervisory bodies in transactions effected by the issuer which are unusual in their nature or 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.

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.

Information concerning the recent development and prospects of the issuer

Chapter 7

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)

(b)

the most significant recent trends in production, sales and stocks and the state of the order book, and

recent trends in costs and selling prices.

7.2.

Except in the event of a derogation granted by the competent authorities, information on the issuer’s
prospects for at least the current financial year.

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SCHEDULE B

Layout for listing particulars for the admission of debt securities to official stock exchange listing

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

Chapter 1

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. Except in the case of continuous issues, the issue and redemption prices and the nominal interest rate; if

several interest rates are provided for, an indication of the conditions for changes in the rate.

2.1.2. Procedures for the allocation of any other advantages; the method of calculating such advantages.

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

listing.

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

2.1.4. Arrangements for the amortisation of the loan, including the repayment procedures.

2.1.5. The financial organisations which, at the time of admission to official listing, are the paying agents of the

issuer in the Member State of admission.

2.1.6. Currency of the loan; if the loan is denominated in units of account, the contractual status of these; currency

option.

2.1.7. Time limits:

(a)

period of the loan and any interim due dates;

(b)

the date from which interest becomes payable and the due dates for interest;

(c)

the time limit on the validity of claims to interest and repayment of principal;

(d)

procedures and time limits for delivery of the debt securities, possible creation of 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.

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2.2.

Legal information:

2.2.0.

Indication of the resolutions, authorisations 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. Organisation 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. Names, addresses and description of the natural or legal persons underwriting or guaranteeing the issue for

the issuer. Where not all of the issue is underwritten or guaranteed, a statement of the portion not covered.

2.3.2.

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.

2.3.3.

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

2.3.4.

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 recognised 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 organisations 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.

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Chapter 3

General information about the issuer and its capital

3.1.

General information about the issuer.

3.1.0. Name, registered office and principal administrative establishment if different from the registered office.

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

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

3.1.3.

Indication of the issuer’s objects and reference to the clause in the memorandum of association in which they
are described.

3.1.4.

Indication of the register and of the entry number therein.

3.1.5.

Indication of where the documents concerning the issuer which are referred to in the 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.

3.2.3 Number, book value and nominal value or, in the absence of a nominal value, the accounting par value of
any of its own shares which the issuer or another company in which the issuer has a direct or indirect holding
of more than 50 % has acquired and is holding, if such securities do not appear as a separate item on the
balance sheet, insofar as they represent a significant part of the issued capital.

Chapter 4

Information concerning the issuer’s activities

4.1.

The issuer’s principal activities.

4.1.0. Description of the issuer’s principal activities, stating the main categories of products sold and/or services

performed.

Indication of any significant new products and/or activities.

4.1.1. Net turnover during the past two financial years.

4.1.2. Location and size of the issuer’s principal establishments and summary information about real estate owned.
Any establishment which accounts for more than 10 % of turnover or production shall be considered a
principal establishment.

4.1.3. For mining, extraction of hydrocarbons, quarrying and similar activities insofar as significant, description of

deposits, estimate of economically exploitable reserves and expected period of working.

Indication of the periods and main terms of concessions and the economic conditions for working them.

Indication of the progress of actual working.

4.1.4. Where the information given pursuant to headings 4.1.0 to 4.1.3 has been influenced by exceptional factors,

that fact should be mentioned.

4.2.

Summary information regarding the extent to which the issuer is dependent, if at all, on patents or licences,
industrial, commercial or financial contracts or new manufacturing processes, where such factors are of
fundamental importance to the issuer’s business or 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.

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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.

Chapter 5

Information concerning the issuer’s assets and liabilities, financial position and profits and losses

5.1.

Accounts of the issuer:

5.1.0. The last two balance sheets and profit and loss accounts drawn up by the issuer set out as a comparative

table. The notes on the annual accounts for the last financial year.

The draft 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 companies’ annual
accounts and do not give a true and fair view of the issuer’s assets and liabilities, financial position and profits
and losses, more detailed and/or additional information must be given.

5.1.4.

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

(a)

(b)

the total amount of any loan capital outstanding, distinguishing between loans guaranteed (by the
provision of security or otherwise, by the issuer or by third parties) and loans not guaranteed,

the total amount of all other borrowings and indebtedness in the nature of borrowing, distinguishing
between guaranteed and unguaranteed borrowings and debts,

(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.

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As a general rule, no account should be taken of liabilities between undertakings within the same group, a
statement to that effect being made if necessary.

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

5.2.

Individual details listed below relating to the undertakings in which the issuer holds a 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, the information required under points (e) and (f) may be omitted where the undertaking in which a
participating interest is held does not publish its annual accounts.

The Member States may authorise 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.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Name and registered office of the undertaking.

Field of activity.

Proportion of capital held.

Issued capital.

Reserves.

Profit or loss arising out of ordinary activities, after tax, for the last financial year.

Amount still to be paid up on shares held.

Amount of dividends received in the course of the last financial year in respect of shares held.

5.3. When the listing particulars comprise consolidated annual accounts, disclosure:

(a)

(b)

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;

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.

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.

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Information concerning administration, management and supervision

Chapter 6

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.

Information concerning the recent development and prospects of the issuer

Chapter 7

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)

(b)

the most significant recent trends in production, sales and stocks and the state of the order book, and

recent trends in costs and selling prices.

7.2.

Except in the event of a derogation granted by the competent authorities, information on the issuer’s
prospects for at least the current financial year.

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Layout for listing particulars for the admission of certificates representing shares to official stock exchange
listing

SCHEDULE C

General information about the issuer

Chapter 1

1.1.

1.2.

1.3.

1.4.

1.5.

1.6.

Name, registered office and principal administrative establishment if different from the registered office.

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.

Chapter 2

Information on the certificates themselves

2.1.

Legal status:

Indication of the rules governing the issue of the certificates and mention of the date and place of their
publication.

2.1.0. Exercise of and benefit from the rights attaching to the original securities, in particular voting rights –
conditions on which the issuer of the certificates may exercise such rights, and measures envisaged to obtain
the instructions of the certificate holders – and the right to share in profits and any liquidation surplus.

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

2.1.2. Possibility of obtaining the conversion of the certificates into original securities and procedure for such

conversion.

2.2.

The amount of the commissions and costs to be borne by the holder in connection with:

(a)

(b)

(c)

(d)

the issue of the certificate,

the payment of the coupons,

the creation of additional certificates,

the exchange of the certificates for original securities.

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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.

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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

Council Directive 82/121/EEC

Council Directive 88/627/EEC

(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)

(OJ L 48, 20.2.1982, p. 26)

(OJ L 348, 17.12.1988, p. 62)

6.7.2001

EN

Official Journal of the European Communities

L 184/53

ANNEX II

PART B

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

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

Time-limit for transposition

8 March 1981 (1) (2)

19 September 1982 (2)

30 June 1983 (3)

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

1 January 1991

17 April 1991

(1) 8.3.1982 for the Member States which introduce simultaneously Directives 79/279/EEC and 80/390/EEC.
(2) 30.6.1983for the Member States which introduce simultaneously Directives 79/279/EEC, 80/390/EEC and 82/121/EEC.
(3) Time-limit for application: 30.6.1986.

L 184/54

EN

Official Journal of the European Communities

6.7.2001

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 2(c)

Article 1(b), introduc- Article 2(a), introduc- Article 2(a), introduc-
tory phrase

tory phrase

tory phrase

Article 1(b)(i) and (ii) Article 2(a), 1st and Article 2(a), 1st and

2nd indents

2nd indents

Article 1(c), introduc-
tory phrase

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

Article 1(2), 2nd sub-
paragraph,
introduc-
tory phrase

Article 1(2), 2nd sub-
and
paragraph, 1st
2nd indents

Article 1(d)

Article 2(e)

Article 1(e)

Article 2(b)

Article 2(b)

Article 1(f)

Article 1(g)

Article 1(h)

Article 2(f)

Article 2(d)

Article 2(g)

Article 2(1)

Article 1(1)

Article 2(2), introduc- Article 1(2), introduc-
tory phrase

tory phrase

Article 2(2)(a) and (b) Article 1(2), 1st and

2nd indents

Article 3(1)

Article 1(1)

Article 3(2), introduc-
tory phrase

Article 3(2) (a) and (b)

Article 4(1)

Article 4(2)

Article 4(3)

Article 1(2), introduc-
tory phrase

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

Article 1(1)

Article 1(2), first sub-
paragraph

Article 1(3)

Article 5(a) and (b)

Article 3,
second indents

first and

Article 6

Article 4

6.7.2001

EN

Official Journal of the European Communities

L 184/55

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 7

Article 6

Article 8

Article 5

Article 9

Article 7

Article 10

Article 8

Article 11(1)

Article 9(1)

Article 11(2)

Article 9(3)

Article 12

Article 10

Article 13(1)

Article 18(2)

Article 13(2)

Article 18(3)

Article 14

Article 11

Article 15

Article 16

Article 16

Article 13

Article 17

Article 12

Article 18

Article 14

Article 19

Article 15

Article 20

Article 21

Article 22

Article 3

Article 4

Article 5

Article 23,
tory phrase

introduc-

Article 6,
tory phrase

introduc-

Article 23(1) and (2)

Article 6(1) and (2)

Article 23(3)(a)

Article 6(3)(a)

Article 23(3)(b), intro-
ductory phrase

Article 23(3)(b) (i)

Article 23(3)(b) (ii)

Article 6(3)(b), intro-
ductory phrase

Article 6(3)(b), 1st
indent

Article 6(3)(b), 2nd
indent

L 184/56

EN

Official Journal of the European Communities

6.7.2001

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 23(3)(c), intro-
ductory phrase

Article 23(3)(c) (i)

Article 23(3)(c) (ii)

Article 23(3)(c)
1st indent

(ii),

Article 23(3)(c)
2nd indent

(ii),

Article 23(3)(c) (iii)

Article 6(3)(c), intro-
ductory 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 23(3)(d) to (g)

Article 6(3)(d) to (g)

Article 23(4) and (5)

Article 6(4) and (5)

Article 24

Article 7

Article 25(1), 1st sub-
paragraph,
introduc-
tory phrase

Article 25(1), 1st sub-
paragraph, (a) to (g)

Article 25(1), 2nd
intro-
subparagraph,
ductory phrase

Article 25(1), 2nd
subparagraph, (a) and
(b)

Article 25(2),
ductory phrase

intro-

Article 25(2)(a) to (d)

Article 8(1), 1st sub-
paragraph,
introduc-
tory phrase

Article 8(1), 1st sub-
paragraph, 1st to 7th
indents

Article 8(1), 2nd sub-
introduc-
paragraph,
tory phrase

Article 8(1), 2nd sub-
and
paragraph, 1st
2nd indents

Article 8(2), introduc-
tory phrase

Article 8(2), 1st to 4th
indents

Article 25(3) and (4)

Article 8(3) and (4)

Article 26(1),
ductory phrase

intro-

Article 26(1)(a) to (g)

Article 9(1), introduc-
tory phrase

Article 9(1), 1st to 7th
indents

Article 26(2) and (3)

Article 9(2) and (3)

6.7.2001

EN

Official Journal of the European Communities

L 184/57

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 27

Article 10

Article 28(1),
ductory phrase

intro-

Article 28(1)(a) and
(b)

Article 11(1),
ductory phrase

intro-

Article 11(1), 1st and
2nd indents

Article 28(2)

Article 11(2)

Article 28(3)
ductory phrase

intro-

Article 28(3)(a),
and (c)

(b)

Article 29 introduc-
tory phrase

Article 29(a) and (b)

Article 30(1), 1st sub-
paragraph,
introduc-
tory phrase

Article 30(1), 1st sub-
paragraph, (a) and (b)

Article 30(1), 2nd
subparagraph

Article 30(2),
ductory phrase

intro-

Article 30(2) (a) and
(b)

Article 11(3)
ductory phrase

intro-

Article 11(3) 1st, 2nd
and 3rd indent

Article 12 introduc-
tory phrase

Article 12 1st and
2nd indents

Article 13(1), 1st sub-
paragraph,
introduc-
tory phrase

Article 13(1), 1st sub-
paragraph, 1st
and
2nd indents

Article 13(1), 2nd
subparagraph

Article 13(2),
ductory phrase

intro-

Article 13(2), 1st and
2nd indents

Article 30(3) and (4)

Article 13(3) and (4)

Article 31(1),
ductory phrase

intro-

Article 31(1)(a) to (d)

Article 31(2), 1st sub-
paragraph (a) to (d)

Article 31(2), 2nd
subparagraph

Article 14(1),
ductory phrase

intro-

Article 14(1), 1st to
4th indents

Article 14(2), 1st to
4th indents

Article 14(2), 2nd
subparagraph

Article 32

Article 15

Article 33(1)

Article 16(1)

L 184/58

EN

Official Journal of the European Communities

6.7.2001

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 16(2),
ductory phrase

intro-

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

Article 24b

Articles 24(c) (2) and
(3)

Article 25a

Article 33(2),
ductory phrase

intro-

Article 33(2)(a),
and (c)

(b)

Article 33(3)

Article 34

Article 35

Article 36

Article 37

Article 38

Article 39

Article 40

Article 41

Article 42

Article 43

Article 44

Article 45

Article 46

Article 47

Article 48

Article 49

Article 50

Annex — Schedule A
(I) (1)

Annex — Schedule A
(I) (2)

Annex — Schedule A
(I) (3)

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)

6.7.2001

EN

Official Journal of the European Communities

L 184/59

This Directive

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

Article 57

Article 58

Article 59

Article 60

Article 61

Article 62

Article 63

Article 64

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)

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)

Annex — Schedule B
(B) (4)

Annex — Schedule C
(1)

Article 65(1)

Annex — Schedule C
(2) (a)

Article 65(2)
ductory phrase

intro- Annex — Schedule C
introductory

(2)
(b),
phrase

Article 65(2)(a),
and (c)

(b) Annex — Schedule C
(2) (b), 1st, 2nd and
3rd indents

Article 66

Annex — Schedule C
(3)

L 184/60

EN

Official Journal of the European Communities

6.7.2001

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Annex — Schedule C
(4)

Annex — Schedule C
(5)(a), (b) and (c)

Annex — Schedule C
(6)

Article 67

Article 68

Article 69

Article 70

Article 71

Article 72

Article 73(1)

Article 73(2), 1st sub-
paragraph,
introduc-
tory phrase

Article 73(2), 1st sub-
paragraph (a) and (b)

Article 73(2), 2nd
subparagraph

Article 73(3) to (7)

Article 74

Article 75

Article 76

Article 77

Article 78(1)

Annex — Schedule D
(A) (1) (a)

Article 78(2)
ductory phrase

intro- Annex — Schedule D
(A) (1) (b), introduc-
tory phrase

Article 78(2)(a) and Annex — Schedule D
(b), 1st and
(b)

(A)
(1)
2nd indents

Article 79

Article 80

Annex — Schedule D
(A) (2)

Annex — Schedule D
(A) (3)

Article 2

Article 3

Article 4

Article 5(1)

Article 5(2), 1st sub-
paragraph,
introduc-
tory phrase

Article 5(2), 1st sub-
paragraph, 1st
and
2nd indents

Article 5(2), 2nd sub-
paragraph

Article 5(3) to (7)

Article 6

Article 8

Article 9(3) to (6)

Article 10(2)

6.7.2001

EN

Official Journal of the European Communities

L 184/61

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 81

Article 82

Annex — Schedule D
(A) (4)

Annex — Schedule D
(A) (5)

Article 83(1)

Annex — Schedule D
(B) (1) (a)

Article 83(2),
ductory phrase

intro- Annex — Schedule D
introduc-

(B) (1)
(b),
tory phrase

Article 83(2)(a) and Annex — Schedule D
(B) (1) (b), 1st and 2nd
(b)
indents

Annex — Schedule D
(B) (2)

Article 84

Article 85

Article 86

Article 87

Article 88

Article 89(1), 1st sub-
paragraph,
introduc-
tory phrase

Article 89(1), 1st sub-
paragraph (a) and (b)

Article 89(1), 2nd and
3rd subparagraphs

Article 89(2)

Article 90

Article 91

Article 92, 1st sub-
introduc-
paragraph,
tory phrase

Article 92, 1st sub-
paragraph (a) and (h)

Article 92, 2nd sub-
paragraph

Article 93

Article
and (3)

1(1),

(2)

Article 2

Article 8

Article 3

Article 4(1), 1st sub-
paragraph,
introduc-
tory phrase

Article 4(1), 1st sub-
and
paragraph, 1st
2nd indents

Article 4(1), 2nd and
3rd subparagraphs

Article 4(2)

Article 5

Article 10(1)

Article 7, 1st subpara-
introductory
graph,
phrase

Article 7, 1st subpara-
graph, 1st
to 8th
indents

Article 7, 2nd subpar-
agraph

Article 6

L 184/62

EN

Official Journal of the European Communities

6.7.2001

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 94

Article 95

Article 96

Article 97

Article 98(1),
ductory phrase

intro-

Article 98(1)(a) and
(b)

Article 98(2)

Article 99(1)

Article 99(2),
ductory phrase

intro-

Article 99(2)(a) and
(b)

Article 20(1),
ductory phrase

intro-

Article 20(1), 1st and
2nd indents

Article 20(2)

Article 21(1)

Article 21(2),
ductory phrase

intro-

Article 21(2), 1st and
2nd indents

Article 99(3)

Article 21(3)

Article 100

Article 101

Article 23

Article 22

Article 102(1), 1st Article 17(1), 1st sen-
subparagraph

tence

Article 102(1), 2nd Article 17(1), 2nd
subparagraph

sentence

Article 9

Article 11

Article 13

Article 15

Article 10(2), 1st sub-
paragraph

Article 102(2)

Article 7(1) and (3)

Article 103

Article 17(2)

Article 7(2)

Article 10(2), 2nd
subparagraph

Article 104

Article 6a

Article 105(1) and (2) Article 9(1) and (2)

Article 18(1) and (3), Article 9(1) and (2)
2nd subparagraph

Article 12(1) and (2)

Article 105(3)

Article 18(4)

Article 9(7)

Article 106

Article 18(1)

Article 24c(1)

Article 10(1)

Article 12(3)

Article 107(1) and (2) Article 19

Article 25(1) and (2)

Article 14(1) and (2)

Article 107(3) 1st
subparagraph

Article 25(3)

6.7.2001

EN

Official Journal of the European Communities

L 184/63

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

Article 107(3) 2nd
subparagraph

Article 108(1), 1st Article 20(1),
ductory phrase
subparagraph

intro-

Article 14(3)

Article 108(1), 2nd Article 20(3) and (4)
and
graphs

subpara-

3rd

Article 108(2), 1st Article 20(1),
subparagraph, point ductory phrase and
(a)

point (a)

intro- Article 26(1)(a)

Article 11(1)(a)

Article 16(1)(a)

Article 108(2), 1st
subparagraph, point
(b)

Article 108(2), 1st Article 20(1)(b)
subparagraph, point
(c) (i)

Article 108(2), 1st
subparagraph, point
(c) (ii)

Article 108(2), 1st
subparagraph, point
(c) (iii)

Article 26(1)(b)

Article 11(1)(b)

Article 16(1)(b)

Article 108(2), 1st Article 20(1)(c)
subparagraph, point
(d)

Article 26(1)(c)

Article 11(1)(c)

Article 16(1)(c)

Article 108(2), 2nd Article 20(2)
subparagraph

Article 26(2)

Article 109

Article 21

Article 110

Article 22(2)

Article 27(2)

Article 12(3)

Article 17(2)

Article 111

Article 112

Article 113

Annex I — Schedule
A, Chapter I

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

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

Annex — Schedule A,
Chapter 1

Annex — Schedule A,
Chapter 2 — 2.1 to
2.4.4

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

L 184/64

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Official Journal of the European Communities

6.7.2001

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

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

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

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

Annex — Schedule A,
Chapter 2 — 2.4.5,
2nd subparagraph

Annex I — Schedule
A, Chapter 2 — 2.5

Annex — Schedule A,
Chapter 2 — 2.5

Annex I — 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 — 3.1 to
3.2.0

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 I — 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 — 5.1 to
5.3

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

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

Annex — Schedule A,
Chapter 5 — 5.5 and
5.6

Annex I — Schedule
A, Chapter 6

Annex — Schedule A,
Chapter 6

6.7.2001

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Official Journal of the European Communities

L 184/65

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

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

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

Annex — Schedule A,
Chapter 7 — 7.1
introductory phrase

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

Annex I — Schedule
A, Chapter 7 — 7.2

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 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 I — Schedule
B, Chapter 5 — 5.1.4,
2nd, 3rd and 4th sub-
paragraphs

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

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 — Schedule B,
Chapter 5 — 5.1 to
5.1.3

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 — Schedule B,
Chapter 5 — 5.1.4,
2nd, 3rd and 4th sub-
paragraphs

Annex — Schedule B,
Chapter 5 — 5.1.5 to
5.2

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 I — Schedule
B, Chapter 6

Annex — Schedule B,
Chapter 6

L 184/66

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Official Journal of the European Communities

6.7.2001

This Directive

Dir. 79/279/EEC

Dir. 80/390/EEC

Dir. 82/121/EEC

Dir. 88/627/EEC

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

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