Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC
Date: 2004-12-15
Institutions: Council of the European Union, European Parliament
Subjects: consumer information, dissemination of information, investment, official document, official market, publication, securities, stock-exchange listing

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Official Journal of the European Union

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DIRECTIVE 2004/109/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

of 15 December 2004

on the harmonisation of transparency requirements in relation to information about issuers whose
securities are admitted to trading on a regulated market and amending Directive 2001/34/EC

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EURO-
PEAN UNION,

Having regard to the Treaty establishing the European Com-
munity, and in particular Articles 44 and 95 thereof,

Having regard to the proposal from the Commission,

Having regard to the opinion of the European Economic and
Social Committee (1),

Having regard to the opinion of the European Central Bank (2),

Acting in accordance with the procedure laid down in
Article 251 of the Treaty (3),

Whereas:

(1)

(2)

(3)

Efficient, transparent and integrated securities markets
contribute to a genuine single market in the Community
and foster growth and job creation by better allocation
of capital and by reducing costs. The disclosure of accu-
rate,
and timely information about
security issuers builds sustained investor confidence and
allows an informed assessment of their business perfor-
mance and assets. This enhances both investor protec-
tion and market efficiency.

comprehensive

To that end, security issuers should ensure appropriate
transparency for investors through a regular flow of
information. To the same end, shareholders, or natural
persons or legal entities holding voting rights or finan-
cial instruments that result in an entitlement to acquire
existing shares with voting rights, should also inform
issuers of the acquisition of or other changes in major
holdings in companies so that the latter are in a position
to keep the public informed.

The Commission Communication of 11 May 1999,
entitled ‘Implementing the framework for
financial
markets: Action Plan’, identifies a series of actions that
are needed in order to complete the single market for
financial
services. The Lisbon European Council of
March 2000 calls for the implementation of that Action
Plan by 2005. The Action Plan stresses the need to draw
up a Directive upgrading transparency requirements.
That need was confirmed by the Barcelona European
Council of March 2002.

(4)

This Directive should be compatible with the tasks and
duties conferred upon the European System of Central
Banks (ESCB) and the Member States' central banks by

(1) OJ C 80, 30.3.2004, p. 128.
(2) OJ C 242, 9.10.2003, p. 6.
(3) Opinion of the European Parliament of 30 March 2004 (not yet
Journal) and Council Decision of 2

published in the Official
December 2004.

the Treaty and the Statute of the European System of
Central Banks and of the European Central Bank; par-
ticular attention in this regard needs to be given to the
Member States' central banks whose shares are currently
admitted to trading on a regulated market, in order to
guarantee the pursuit of primary Community law objec-
tives.

Greater harmonisation of provisions of national law on
periodic and ongoing information requirements
for
security issuers should lead to a high level of investor
protection throughout the Community. However, this
Directive does not affect existing Community legislation
on units issued by collective investment undertakings
other than the closed-end type, or on units acquired or
disposed of in such undertakings.

less

Supervision of an issuer of shares, or of debt securities
than
the denomination per unit of which is
EUR 1 000, for the purposes of this Directive, would be
best effected by the Member State in which the issuer
has its registered office. In that respect,
it is vital to
ensure consistency with Directive 2003/71/EC of the
of
and
European
4 November 2003 on the prospectus to be published
when securities are offered to the public or admitted to
trading. (4) Along the same lines, some flexibility should
be introduced allowing third country issuers and Com-
munity companies issuing only securities other than
those mentioned above a choice of home Member State.

Parliament

Council

the

of

A high level of investor protection throughout the Com-
munity would enable barriers to the admission of securi-
ties to regulated markets situated or operating within a
Member State to be removed. Member States other than
the home Member State should no longer be allowed to
restrict admission of securities to their regulated markets
by imposing more stringent requirements on periodic
and ongoing information about issuers whose securities
are admitted to trading on a regulated market.

the home
The removal of barriers on the basis of
Member State principle under this Directive should not
affect areas not covered by this Directive, such as rights
of shareholders to intervene in the management of an
issuer. Nor should it affect the home Member State's
right to request the issuer to publish, in addition, parts
of or all regulated information through newspapers.

(5)

(6)

(7)

(8)

(4) OJ L 345, 31.12.2003, p. 64.

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L 390/39

(9)

of

No

(EC)

1606/2002

Regulation
the
European Parliament and of the Council of 19 July 2002
on the application of
international accounting stan-
dards (1) has already paved the way for a convergence of
financial reporting standards throughout the Community
for issuers whose securities are admitted to trading on a
regulated market and who are required to prepare
consolidated accounts. Thus, a specific regime for
security issuers beyond the general system for all compa-
nies, as laid down in the Company Law Directives,
is
already established. This Directive builds on this
approach with regard to annual and interim financial
including the principle of providing a true
reporting,
and fair view of an issuer's assets,
liabilities, financial
position and profit or loss. A condensed set of financial
statements, as part of a half-yearly financial report, also
represents a sufficient basis for giving such a true and
fair view of the first six months of an issuer's financial
year.

(10) An annual financial report should ensure information
over the years once the issuer's securities have been
admitted to a regulated market. Making it easier to
compare annual financial reports is only of use to inves-
tors in securities markets if they can be sure that this
information will be published within a certain time after
the end of the financial year. As regards debt securities
admitted to trading on a regulated market prior to
1 January 2005 and issued by issuers incorporated in a
the home Member State may under
third country,
certain conditions allow issuers not to prepare annual
financial
in accordance with the standards
reports
required under this Directive.

(11)

This Directive introduces more comprehensive half-
yearly financial reports for issuers of shares admitted to
trading on a regulated market. This should allow inves-
tors to make a more informed assessment of the issuer's
situation.

(12) A home Member State may provide for exemptions
from half-yearly reporting by issuers of debt securities in
the case of:

— credit institutions acting as small-size issuers of debt

securities, or

— issuers already existing on the date of the entry into
force of this Directive who exclusively issue debt
securities unconditionally and irrevocably guaranteed
by the home Member State or by one of its regional
or local authorities, or

— during a transitional period of ten years, only in
respect of those debt securities admitted to trading
on a regulated market prior to 1 January 2005

(1) OJ L 243, 11.9.2002, p. 1.

which may be purchased by professional
investors
only. If such an exemption is given by the home
Member State, it may not be extended in respect of
any debt securities admitted to a regulated market
thereafter.

(13)

(14)

(15)

The European Parliament and the Council welcome the
Commission's commitment rapidly to consider enhan-
cing the transparency of the remuneration policies, total
remuneration paid, including any contingent or deferred
compensation, and benefits in kind granted to each
member of administrative, management or supervisory
bodies under its Action Plan for ‘Modernising Company
Law and Enhancing Corporate Governance in the Euro-
pean Union’ of 21 May 2003 and the Commission's
intention to make a Recommendation on this topic in
the near future.

The home Member State should encourage issuers
whose shares are admitted to trading on a regulated
market and whose principal activities lie in the extractive
industry to disclose payments to governments in their
annual financial report. The home Member State should
also encourage an increase in the transparency of such
payments within the framework established at various
international financial fora.

This Directive will also make half-yearly reporting
mandatory for issuers of only debt securities on regu-
lated markets. Exemptions should only be provided for
wholesale markets on the basis of a denomination per
unit starting at EUR 50 000, as under Directive 2003/
71/EC. Where debt securities are issued in another
currency, exemptions should only be possible where the
denomination per unit in such a currency is, at the date
of the issue, at least equivalent to EUR 50 000.

(16) More timely and more reliable information about the
share issuer's performance over the financial year also
requires a higher frequency of interim information. A
requirement should therefore be introduced to publish
an interim management statement during the first six
months and a second interim management statement
during the second six months of a financial year. Share
issuers who already publish quarterly financial reports
should not be required to publish interim management
statements.

(17) Appropriate liability rules, as laid down by each Member
State under its national
law or regulations, should be
applicable to the issuer, its administrative, management
or supervisory bodies, or persons responsible within the
issuer. Member States should remain free to determine
the extent of the liability.

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(18)

The public should be informed of changes to major
holdings in issuers whose shares are traded on a regu-
lated market situated or operating within the Com-
munity. This information should enable investors to
acquire or dispose of
in full knowledge of
shares
changes in the voting structure; it should also enhance
effective control of share issuers and overall market
transparency of important capital movements. Informa-
tion about shares or financial instruments as determined
by Article 13, lodged as collateral, should be provided in
certain circumstances.

meetings should be facilitated. In particular, holders of
shares and/or debt securities situated abroad should be
more actively involved in that they should be able to
mandate proxies to act on their behalf. For the same
reasons,
it should be decided in a general meeting of
holders of shares and/or debt securities whether the use
of modern information and communication technologies
should become a reality. In that case, issuers should put
in place arrangements in order effectively to inform
holders of their shares and/or debt securities, insofar as
it is possible for them to identify those holders.

(19) Articles 9 and 10(c) should not apply to shares provided
to or by the members of the ESCB in carrying out their
functions as monetary authorities provided that
the
voting rights attached to such shares are not exercised;
the reference to a ‘short period’ in Article 11 should be
understood with reference to credit operations carried
out in accordance with the Treaty and the European
in particular the ECB
Central Bank (ECB)
Guidelines on monetary policy instruments and proce-
dures and TARGET, and to credit operations for the
purpose of performing equivalent functions in accord-
ance with national provisions.

legal acts,

(20)

(21)

In order to avoid unnecessary burdens for certain market
participants and to clarify who actually exercises influ-
ence over an issuer, there is no need to require notifica-
tion of major holdings of shares, or other financial
instruments as determined by Article 13 that result in an
entitlement
to acquire shares with regard to market
makers or custodians, or of holdings of shares or such
financial
instruments acquired solely for clearing and
settlement purposes, within limits and guarantees to be
applied throughout the Community. The home Member
State should be allowed to provide limited exemptions
as regards holdings of shares in trading books of credit
institutions and investment firms.

In order to clarify who is actually a major holder of
shares or other financial instruments in the same issuer
throughout the Community, parent undertakings should
not be required to aggregate their own holdings with
those managed by undertakings for collective investment
in transferable securities (UCITS) or investment firms,
provided that such undertakings or firms exercise voting
rights independently from their parent undertakings and
fulfil certain further conditions.

(22) Ongoing information to holders of securities admitted to
trading on a regulated market should continue to be
based on the principle of equal treatment. Such equal
treatment only relates to shareholders in the same posi-
tion and does not therefore prejudice the issue of how
many voting rights may be attached to a particular
share. By the same token, holders of debt securities
ranking pari passu should continue to benefit from equal
treatment, even in the case of sovereign debt. Informa-
tion to holders of shares and/or debt securities in general

(23)

Removal of barriers and effective enforcement of new
also require
Community
information requirements
the
adequate control by the competent authority of
home Member State. This Directive should at
least
provide for a minimum guarantee for the timely avail-
ability of such information. For this reason, at least one
filing and storage system should exist in each Member
State.

(24) Any obligation for an issuer to translate all ongoing and
periodic information into all the relevant languages in all
the Member States where its securities are admitted to
trading does not foster integration of securities markets,
but has deterrent effects on cross-border admission of
securities to trading on regulated markets. Therefore, the
issuer should in certain cases be entitled to provide
information drawn up in a language that is customary in
the sphere of international finance. Since a particular
effort
from other
Member States and third countries, Member States
should no longer prevent shareholders, persons exer-
cising voting rights, or holders of financial instruments,
from making the required notifications to the issuer in a
language that is customary in the sphere of international
finance.

is needed to attract

investors

(25) Access for investors to information about issuers should
be more organised at a Community level
in order to
European capital
integration of
actively promote
markets. Investors who are not situated in the issuer's
home Member State should be put on an equal footing
with investors situated in the issuer's home Member
State, when seeking access to such information. This
could be achieved if the home Member State ensures
compliance with minimum quality standards for dissemi-
nating information throughout the Community, in a fast
manner on a non-discriminatory basis and depending on
the type of regulated information in question. In addi-
tion, information which has been disseminated should
be available in the home Member State in a centralised
way allowing a European network to be built up, acces-
sible at affordable prices for retail investors, while not
leading to unnecessary duplication of filing requirements
for issuers. Issuers should benefit from free competition
when choosing the media or operators for disseminating
information under this Directive.

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(26)

(27)

In order to further simplify investor access to corporate
information across Member States, it should be left to
the national supervisory authorities to formulate guide-
lines for setting up electronic networks, in close consul-
tation with the other parties concerned,
in particular
security issuers, investors, market participants, operators
of regulated markets and financial
information provi-
ders.

So as to ensure the effective protection of investors and
the proper operation of regulated markets,
the rules
relating to information to be published by issuers whose
securities are admitted to trading on a regulated market
should also apply to issuers which do not have a regis-
tered office in a Member State and which do not fall
within the scope of Article 48 of the Treaty. It should
also be ensured that any additional relevant information
about Community issuers or
third country issuers,
disclosure of which is required in a third country but
not in a Member State, is made available to the public in
the Community.

(28) A single competent authority should be designated in
each Member State to assume final responsibility for
supervising compliance with the provisions adopted
pursuant to this Directive, as well as for international
cooperation. Such an authority should be of an adminis-
trative nature, and its independence from economic
players should be ensured in order to avoid conflicts of
interest. Member States may however designate another
competent authority for examining that
information
referred to in this Directive is drawn up in accordance
with the relevant reporting framework and taking appro-
priate measures in case of discovered infringements;
such an authority need not be of an administrative
nature.

(29)

national

between

competent

Increasing cross-border activities require improved coop-
eration
authorities,
including a comprehensive set of provisions for the
exchange
precautionary
measures. The organisation of the regulatory and super-
visory tasks in each Member State should not hinder effi-
cient
competent national
authorities.

cooperation between the

information

and

for

of

(31)

The Resolution adopted by the Stockholm European
Council of March 2001 endorsed the final report of the
Committee of Wise Men and the proposed four-level
approach to make the regulatory process for Community
securities legislation more efficient and transparent.

(32) According to that Resolution,

implementing measures
should be used more frequently, to ensure that technical
provisions can be kept up to date with market and
supervisory developments, and deadlines should be set
for all stages of implementing rules.

(33)

(34)

(35)

the

European

Parliament

The Resolution of
of
5 February 2002 on the implementation of financial
legislation also endorsed the Committee of
services
Wise Men's report, on the basis of the solemn declara-
tion made before the European Parliament the same day
by the President of the Commission and the letter of
2 October 2001 addressed by the Internal Market
the Parliament's
to the Chairman of
Commissioner
Committee on Economic and Monetary Affairs with
regard to safeguards for the European Parliament's role
in this process.

The European Parliament should be given a period of
three months from the first transmission of draft imple-
menting measures to allow it to examine them and to
give its opinion. However, in urgent and duly justified
cases,
If, within that
period, a Resolution is passed by the European Parlia-
ment,
the Commission should re-examine the draft
measures.

that period may be shortened.

implementing measures for

Technical
the rules laid
down in this Directive may be necessary to take account
of new developments on securities markets. The
Commission should accordingly be empowered to adopt
they do not
implementing measures, provided that
modify the essential elements of
this Directive and
provided that the Commission acts in accordance with
the principles set out therein, after consulting the Euro-
pean Securities Committee.

technical

(30) At its meeting on 17 July 2000, the Council set up the
Committee of Wise Men on the Regulation of European
securities markets. In its final report, that Committee
proposed the introduction of new legislative techniques
based on a four-level approach, namely essential princi-
ples,
cooperation
amongst national securities regulators, and enforcement
of Community law. This Directive should confine itself
to broad ‘framework’ principles, while implementing
measures to be adopted by the Commission with the
assistance of the European Securities Committee estab-
lished by Commission Decision 2001/528/EC (1) should
lay down the technical details.

implementing measures,

(1) OJ L 191, 13.7.2001, p. 45. Decision as amended by Deci-

sion 2004/8/EC (OJ L 3, 7.1.2004, p. 33).

(36)

In exercising its implementing powers in accordance
with this Directive, the Commission should respect the
following principles:

— the need to ensure confidence in financial markets
among investors by promoting high standards of
transparency in financial markets;

— the need to provide investors with a wide range of
competing investments and a level of disclosure and
protection tailored to their circumstances;

— the need to ensure that

regulatory
authorities enforce the rules consistently, especially
as regards the fight against economic crime;

independent

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— the need for high levels of transparency and consul-
tation with all market participants and with the
European Parliament and the Council;

necessary to amend it accordingly. Such an amendment
however should not affect the ability of Member States
to impose additional requirements under Articles 42
to 63 of Directive 2001/34/EC, which remain valid.

— the need to encourage

innovation in financial

markets if they are to be dynamic and efficient;

(39)

— the need to ensure market integrity by close and

reactive monitoring of financial innovation;

Parliament

This Directive is in line with Directive 95/46/EC of the
European
of
and
24 October 1995 on the protection of individuals with
regard to the processing of personal data and on the free
movement of such data (2).

Council

the

of

— the

importance of
increasing access to, capital;

reducing the

cost of,

and

(40)

This Directive respects fundamental rights and observes
the principles recognised in particular by the Charter of
the Fundamental Rights of the European Union.

— the balance of costs and benefits to market partici-
including small and
pants on a long-term basis,
medium-sized businesses and small investors, in any
implementing measures;

(41)

— the need to foster the international competitiveness
of Community financial markets without prejudice
to a much-needed extension of international coop-
eration;

— the need to achieve a level playing field for all
market participants by establishing Community-wide
regulations wherever appropriate;

— the need to respect differences in national markets
where these do not unduly impinge on the coher-
ence of the single market;

— the need to ensure coherence with other Community
legislation in this area, as imbalances in information
and a lack of transparency may jeopardise the opera-
tion of the markets and above all harm consumers
and small investors.

In order to ensure that the requirements set out in this
Directive or the measures implementing this Directive
are fulfilled, any infringement of those requirements or
measures should be promptly detected and, if necessary,
subject to penalties. To that end, measures and penalties
should be sufficiently dissuasive, proportionate and
consistently enforced. Member States should ensure that
decisions taken by the competent national authorities
are subject to the right of appeal to the courts.

This Directive aims to upgrade the current transparency
requirements for security issuers and investors acquiring
or disposing of major holdings in issuers whose shares
are admitted to trading on a regulated market. This
Directive replaces some of the requirements set out in
Directive 2001/34/EC of the European Parliament and of
the Council of 28 May 2001 on the admission of securi-
ties to official stock exchange listing and on information
to be published on those securities. (1) In order to gather
is
transparency

requirements

single

in a

act

it

(37)

(38)

Since the objectives of this Directive, namely to ensure
transparency
investor confidence through equivalent
throughout the Community and thereby to complete the
internal market, cannot be sufficiently achieved by the
Member States on the basis of the existing Community
legislation and can therefore be better achieved at Com-
munity level, the Community may adopt measures,
in
accordance with the principle of subsidiarity as set out
in Article 5 of the Treaty. In accordance with the prin-
ciple of proportionality, as set out in that Article, this
Directive does not go beyond what is necessary in order
to achieve these objectives.

(42)

The measures necessary for implementing this Directive
should be adopted in accordance with Council Deci-
sion 1999/468/EC of 28 June 1999 laying down the
procedures for the exercise of
implementing powers
conferred on the Commission (3),

HAVE ADOPTED THIS DIRECTIVE:

CHAPTER I

GENERAL PROVISIONS

Article 1

Subject matter and scope

This Directive establishes requirements in relation to the
1.
disclosure of periodic and ongoing information about issuers
whose securities are already admitted to trading on a regulated
market situated or operating within a Member State.

2.
This Directive shall not apply to units issued by collective
investment undertakings other than the closed-end type, or to
units acquired or disposed of in such collective investment
undertakings.

(1) OJ L 184, 6.7.2001, p. 1. Directive as last amended by Direc-

tive 2003/71/EC.

(2) OJ L 281, 23.11.1995, p. 31. Directive as amended by Regulation

(EC) No 1882/2003 (OJ L 284, 31.10.2003, p. 1).

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

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3. Member States may decide not to apply the provisions
mentioned in Article 16(3) and in paragraphs 2, 3 and 4 of
Article 18 to securities which are admitted to trading on a
regulated market issued by them or their regional or local
authorities.

4. Member States may decide not to apply Article 17 to
their national central banks in their capacity as issuers of shares
admitted to trading on a regulated market if this admission
took place before 20 January 2005.

Article 2

Definitions

For the purposes of this Directive the following defini-

1.
tions shall apply:

(a) ‘securities’ means

transferable securities as defined in
Article 4(1), point 18, of Directive 2004/39/EC of the
European Parliament and of the Council of 21 April 2004
on markets in financial instruments (1) with the exception
of money-market instruments, as defined in Article 4(1),
point 19, of that Directive having a maturity of less than
12 months, for which national legislation may be applic-
able;

(b) ‘debt securities’ means bonds or other forms of transferable
securitised debts, with the exception of securities which
if
are equivalent
converted or if the rights conferred by them are exercised,
give rise to a right to acquire shares or securities equiva-
lent to shares;

in companies or which,

to shares

(c) ‘regulated market’ means

a market

as defined in

Article 4(1), point 14, of Directive 2004/39/EC;

(d) ‘issuer’ means a legal entity governed by private or public
law,
including a State, whose securities are admitted to
trading on a regulated market, the issuer being, in the case
of depository receipts representing securities, the issuer of
the securities represented;

(e) ‘shareholder’ means any natural person or legal entity
governed by private or public law, who holds, directly or
indirectly:

(i) shares of the issuer in its own name and on its own

account;

(ii) shares of the issuer in its own name, but on behalf of

another natural person or legal entity;

(iii) depository receipts,

in which case the holder of the
depository receipt shall be considered as the share-
holder of the underlying shares represented by the
depository receipts;

(f) ‘controlled undertaking’ means any undertaking

(i) in which a natural person or legal entity has a

majority of the voting rights; or

(ii) of which a natural person or legal entity has the right
to appoint or remove a majority of the members of

(1) OJ L 145, 30.4.2004, p. 1.

the administrative, management or supervisory body
and is at the same time a shareholder in, or member
of, the undertaking in question; or

(iii) of which a natural person or legal entity is a share-
holder or member and alone controls a majority of
the shareholders' or members' voting rights, respec-
tively, pursuant to an agreement entered into with
other shareholders or members of the undertaking
in question; or

(iv) over which a natural person or legal entity has the
power to exercise, or actually exercises, dominant
influence or control;

(g) ‘collective investment undertaking other than the closed-
end type’ means unit trusts and investment companies:

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

(ii) the units of which are, at the request of the holder of
such units, repurchased or redeemed, directly or indir-
ectly, out of the assets of those undertakings;

(h) ‘units of a collective investment undertaking’ means securi-
ties issued by a collective investment undertaking and
representing rights of the participants in such an under-
taking over its assets;

(i) ‘home Member State’ means

(i) in the case of an issuer of debt securities the denomi-
nation per unit of which is less than EUR 1 000 or an
issuer of shares:

— where the issuer is incorporated in the Community,
the Member State in which it has its registered
office;

— where the issuer is incorporated in a third country,
the Member State in which it is required to file the
annual information with the competent authority
in accordance with Article 10 of Directive 2003/
71/EC.

The definition of ‘home’ Member State shall be applic-
able to debt securities in a currency other than Euro,
provided that the value of such denomination per unit
is, at the date of the issue, less than EUR 1 000, unless
it is nearly equivalent to EUR 1 000;

(ii) for any issuer not covered by (i), the Member State
chosen by the issuer from among the Member State in
which the issuer has its registered office and those
Member States which have admitted its securities to
trading on a regulated market on their territory. The
issuer may choose only one Member State as its home
Member State. Its choice shall remain valid for at least
three years unless its securities are no longer admitted
to trading on any regulated market in the Community;

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(j) ‘host Member State’ means a Member State in which secu-
rities are admitted to trading on a regulated market,
if
different from the home Member State;

(k) ‘regulated information’ means all

information which the
issuer, or any other person who has applied for the admis-
sion of securities to trading on a regulated market without
is required to disclose under this
the issuer's consent,
Directive, under Article 6 of Directive 2003/6/EC of the
European Parliament and of the Council of 28 January 2003
on insider dealing and market manipulation (market
abuse) (1), or under the laws, regulations or administrative
provisions of a Member State adopted under Article 3(1)
of this Directive;

(l) ‘electronic means’ are means of electronic equipment for
the processing (including digital compression), storage and
transmission of data, employing wires, radio, optical tech-
nologies, or any other electromagnetic means;

(m) ‘management company’ means a company as defined in
Article 1a(2) of Council Directive 85/611/EEC of
20 December 1985 on the coordination of laws, regula-
tions and administrative provisions relating to undertak-
ings for collective investment
in transferable securities
(UCITS) (2);

(n) ‘market maker’ means a person who holds himself out on
the financial markets on a continuous basis as being
willing to deal on own account by buying and selling
financial
instruments against his proprietary capital at
prices defined by him;

1(1)(a)

institution’ means an undertaking as defined in
(o) ‘credit
Article
the
European Parliament and of the Council of 20 March 2000
relating to the taking up and pursuit of the business of
credit institutions (3);

of Directive

2000/12/EC

of

(p) ‘securities issued in a continuous or repeated manner’
means debt securities of the same issuer on tap or at least
two separate issues of securities of a similar type and/or
class.

2.
For the purposes of the definition of ‘controlled under-
taking’ in paragraph 1(f)(ii), the holder's rights in relation to
include the rights of
voting, appointment and removal shall
any other undertaking controlled by the shareholder and those
of any natural person or legal entity acting, albeit in its own
name, on behalf of the shareholder or of any other undertaking
controlled by the shareholder.

3.
In order to take account of technical developments on
financial markets and to ensure the uniform application of
in accordance with the
paragraph 1, the Commission shall,
procedure referred to in Article 27(2), adopt implementing
measures concerning the definitions set out in paragraph 1.

(1) OJ L 96, 12.4.2003, p. 16.
(2) OJ L 375, 31.12.1985, p. 3. Directive as last amended by Directive

2004/39/EC.

The Commission shall, in particular:

(a) establish, for the purposes of paragraph 1(i)(ii), the proce-
dural arrangements in accordance with which an issuer
may make the choice of the home Member State;

(b) adjust, where appropriate for the purposes of the choice of
the home Member State referred to in paragraph 1(i)(ii), the
three-year period in relation to the issuer's track record in
the light of any new requirement under Community law
concerning admission to trading on a regulated market;

(c) establish, for the purposes of paragraph 1(l), an indicative
list of means which are not to be considered as electronic
means, thereby taking into account Annex V to Direc-
tive 98/34/EC of
the
Council of 22 June 1998 laying down a procedure for the
provision of information in the field of technical standards
and regulations (4).

the European Parliament and of

Article 3

Integration of securities markets

The home Member State may make an issuer subject to
than those laid down in this

1.
requirements more stringent
Directive.

The home Member State may also make a holder of shares, or
a natural person or legal entity referred to in Articles 10 or 13,
subject to requirements more stringent than those laid down in
this Directive.

2.

A host Member State may not:

(a) as regards the admission of securities to a regulated market
in its territory, impose disclosure requirements more strin-
gent than those laid down in this Directive or in Article 6
of Directive 2003/6/EC;

(b) as regards the notification of information, make a holder of
shares, or a natural person or legal entity referred to in
Articles 10 or 13, subject to requirements more stringent
than those laid down in this Directive.

CHAPTER II

PERIODIC INFORMATION

Article 4

Annual financial reports

1.
The issuer shall make public its annual financial report at
the latest four months after the end of each financial year and
shall ensure that it remains publicly available for at least five
years.

(3) OJ L 126, 26.5.2000, p. 1. Directive as last amended by Commis-

(4) OJ L 204, 21.7.1998, p. 37. Directive as last amended by the 2003

sion Directive 2004/69/EC (OJ L 125, 28.4.2004, p. 44).

Act of Accession.

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2.

The annual financial report shall comprise:

Where appropriate, the Commission may also adapt the five-
year period referred to in paragraph 1.

(a) the audited financial statements;

(b) the management report; and

(c) statements made by the persons responsible within the
issuer, whose names and functions shall be clearly indi-
cated, to the effect that, to the best of their knowledge, the
financial
statements prepared in accordance with the
applicable set of accounting standards give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the issuer and the undertakings included in the
consolidation taken as a whole and that the management
report
the development and
performance of the business and the position of the issuer
and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks
and uncertainties that they face.

includes a fair review of

3. Where the issuer is required to prepare consolidated
accounts according to the Seventh Council Directive 83/349/
EEC of 13 June 1983 on consolidated accounts (1), the audited
financial statements shall comprise such consolidated accounts
drawn up in accordance with Regulation (EC) No 1606/2002
and the annual accounts of the parent company drawn up in
accordance with the national law of the Member State in which
the parent company is incorporated.

Where the issuer is not required to prepare consolidated
accounts, the audited financial statements shall comprise the
accounts prepared in accordance with the national law of the
Member State in which the company is incorporated.

4.
The financial statements shall be audited in accordance
with Articles 51 and 51a of the Fourth Council Directive 78/
660/EEC of 25 July 1978 on the annual accounts of certain
types of companies (2) and, if the issuer is required to prepare
consolidated accounts, in accordance with Article 37 of Direc-
tive 83/349/EEC.

The audit report, signed by the person or persons responsible
for auditing the financial statements, shall be disclosed in full
to the public together with the annual financial report.

The management report shall be drawn up in accordance
5.
with Article 46 of Directive 78/660/EEC and, if the issuer is
required to prepare consolidated accounts, in accordance with
Article 36 of Directive 83/349/EEC.

6.
The Commission shall, in accordance with the procedure
referred to in Article 27(2), adopt implementing measures in
order to take account of technical developments in financial
markets and to ensure the uniform application of paragraph 1.
The Commission shall in particular specify the technical condi-
tions under which a published annual
report,
including the audit report, is to remain available to the public.

financial

(1) OJ L 193, 18.7.1983, p. 1. Directive as last amended by Direc-
tive 2003/51/EC of the European Parliament and of the Council
(OJ L 178, 17.7.2003, p. 16).

(2) OJ L 222, 14.8.1978, p. 11. Directive as last amended by Directive

2003/51/EC.

Article 5

Half-yearly financial reports

1.
The issuer of shares or debt securities shall make public a
half-yearly financial report covering the first six months of the
financial year as soon as possible after the end of the relevant
period, but at the latest two months thereafter. The issuer shall
ensure that the half-yearly financial report remains available to
the public for at least five years.

2.

The half-yearly financial report shall comprise:

(a) the condensed set of financial statements;

(b) an interim management report; and

(c) statements made by the persons responsible within the
issuer, whose names and functions shall be clearly indi-
cated, to the effect that, to the best of their knowledge, the
financial statements which has been
condensed set of
prepared in accordance with the
set of
accounting standards gives a true and fair view of the
assets, liabilities, financial position and profit or loss of the
issuer, or the undertakings included in the consolidation as
a whole as required under paragraph 3, and that
the
interim management report includes a fair review of the
information required under paragraph 4.

applicable

3. Where the issuer is required to prepare consolidated
accounts, the condensed set of financial statements shall be
prepared in accordance with the international accounting
standard applicable to the interim financial reporting adopted
pursuant to the procedure provided for under Article 6 of
Regulation (EC) No 1606/2002.

Where the issuer is not required to prepare consolidated
accounts, the condensed set of financial statements shall at least
contain a condensed balance sheet, a condensed profit and loss
account and explanatory notes on these accounts. In preparing
the condensed balance sheet and the condensed profit and loss
account, the issuer shall follow the same principles for recog-
nising and measuring as when preparing annual
financial
reports.

4.
The interim management report shall include at least an
indication of important events that have occurred during the
first six months of the financial year, and their impact on the
condensed set of financial statements, together with a descrip-
tion of the principal risks and uncertainties for the remaining
six months of the financial year. For issuers of shares, the
interim management report shall also include major related
parties transactions.

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5.
If the half-yearly financial report has been audited, the
audit report shall be reproduced in full. The same shall apply in
the case of an auditors' review.
If the half-yearly financial
report has not been audited or reviewed by auditors, the issuer
shall make a statement to that effect in its report.

6.
The Commission shall, in accordance with the procedure
referred to in Article 27(2), adopt implementing measures in
order to take account of technical developments on financial
markets and to ensure the uniform application of paragraphs 1
to 5 of this Article.

The Commission shall, in particular:

(a) specify the technical conditions under which a published
half-yearly financial report, including the auditors' review,
is to remain available to the public;

(b) clarify the nature of the auditors' review;

(c) specify the minimum content of the condensed balance
sheet and profit and loss accounts and explanatory notes
on these accounts, where they are not prepared in accord-
ance with the international accounting standards adopted
pursuant to the procedure provided for under Article 6 of
Regulation (EC) No 1606/2002.

Where appropriate, the Commission may also adapt the five-
year period referred to in paragraph 1.

Article 6

Interim management statements

1. Without prejudice to Article 6 of Directive 2003/6/EC, an
issuer whose shares are admitted to trading on a regulated
market shall make public a statement by its management
during the first six-month period of the financial year and
another statement by its management during the second six-
month period of the financial year. Such statement shall be
made in a period between ten weeks after the beginning and
six weeks before the end of the relevant six-month period.
It shall contain information covering the period between the
beginning of the relevant six-month period and the date of
publication of the statement. Such a statement shall provide:

— an explanation of material events and transactions that
have taken place during the relevant period and their
the issuer and its
impact on the financial position of
controlled undertakings, and

— a general description of the financial position and perfor-
mance of the issuer and its controlled undertakings during
the relevant period.

a

report

The Commission shall provide

3.
to the
European Parliament and the Council by 20 January 2010 on
the transparency of quarterly financial reporting and statements
by the management of issuers to examine whether the informa-
tion provided meets the objective of allowing investors to make
an informed assessment of the financial position of the issuer.
Such a report shall
include an impact assessment on areas
where the Commission considers proposing amendments to
this Article.

Article 7

Responsibility and liability

Member States shall ensure that responsibility for the informa-
tion to be drawn up and made public in accordance with Arti-
cles 4, 5, 6 and 16 lies at least with the issuer or its administra-
tive, management or supervisory bodies and shall ensure that
their laws, regulations and administrative provisions on liability
apply to the issuers, the bodies referred to in this Article or the
persons responsible within the issuers.

Article 8

Exemptions

Articles 4, 5 and 6 shall not apply to the following

1.
issuers:

(a) a State, a regional or local authority of a State, a public
international body of which at least one Member State is a
the ECB, and Member States' national central
member,
banks whether or not they issue shares or other securities;
and

(b) an issuer exclusively of debt securities admitted to trading
on a regulated market, the denomination per unit of which
is at least EUR 50 000 or, in the case of debt securities
denominated in a currency other than Euro, the value of
such denomination per unit is, at the date of the issue,
equivalent to at least EUR 50 000.

The home Member State may choose not

2.
to apply
Article 5 to credit institutions whose shares are not admitted to
trading on a regulated market and which have, in a continuous
or repeated manner, only issued debt securities provided that
the total nominal amount of all such debt securities remains
below EUR 100 000 000 and that they have not published a
prospectus under Directive 2003/71/EC.

Issuers which, under either national

2.
legislation or the
rules of the regulated market or of their own initiative, publish
quarterly financial reports in accordance with such legislation
or rules shall not be required to make public statements by the
management provided for in paragraph 1.

The home Member State may choose not

3.
to apply
Article 5 to issuers already existing at the date of the entry into
force of Directive 2003/71/EC which exclusively issue debt
securities unconditionally and irrevocably guaranteed by the
home Member State or by one of its regional or local authori-
ties, on a regulated market.

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CHAPTER III

ONGOING INFORMATION

SECTION I

Information about major holdings

Article 9

Notification of

the acquisition or disposal of major

holdings

1.
The home Member State shall ensure that, where a share-
holder acquires or disposes of shares of an issuer whose shares
are admitted to trading on a regulated market and to which
voting rights are attached, such shareholder notifies the issuer
of the proportion of voting rights of the issuer held by the
shareholder as a result of the acquisition or disposal where that
proportion reaches, exceeds or falls below the thresholds of
5 %, 10 %, 15 %, 20 %, 25 %, 30 %, 50 % and 75 %.

The voting rights shall be calculated on the basis of all the
shares to which voting rights are attached even if the exercise
thereof is suspended. Moreover this information shall also be
given in respect of all the shares which are in the same class
and to which voting rights are attached.

The home Member States shall ensure that the share-
2.
holders notify the issuer of the proportion of voting rights,
where that proportion reaches, exceeds or falls below the
thresholds provided for in paragraph 1, as a result of events
changing the breakdown of voting rights, and on the basis of
the information disclosed pursuant to Article 15. Where the
issuer is incorporated in a third country, the notification shall
be made for equivalent events.

3.

The home Member State need not apply:

(a) the 30 % threshold, where it applies a threshold of one-

third;

(b) the 75 % threshold, where it applies a threshold of two-

thirds.

4.
This Article shall not apply to shares acquired for the sole
purpose of clearing and settling within the usual short settle-
ment cycle, or to custodians holding shares in their custodian
capacity provided such custodians can only exercise the voting
rights attached to such shares under instructions given in
writing or by electronic means.

(b) it neither intervenes in the management of

the issuer
concerned nor exerts any influence on the issuer to buy
such shares or back the share price.

6.
Home Member States under Article 2(1)(i) may provide
that voting rights held in the trading book, as defined in
Article 2(6) of Council Directive 93/6/EEC of 15 March 1993
on the capital adequacy of investment firms and credit institu-
tions (1), of a credit institution or investment firm shall not be
counted for the purposes of this Article provided that:

(a) the voting rights held in the trading book do not exceed

5 %, and

(b) the credit institution or investment firm ensures that the
voting rights attaching to shares held in the trading book
are not exercised nor otherwise used to intervene in the
management of the issuer.

7.
The Commission shall, in accordance with the procedure
referred to in Article 27(2), adopt implementing measures in
order to take account of technical developments on financial
markets and to ensure the uniform application of paragraphs 2,
4 and 5 of this Article.

The Commission shall
in particular specify the maximum
length of the ‘short settlement cycle’ referred to in paragraph 4,
as well as the appropriate control mechanisms by the compe-
tent authority of the home Member State.
In addition, the
Commission may draw up a list of the events referred to in
paragraph 2.

Article 10

Acquisition or disposal of major proportions of voting
rights

The notification requirements defined in paragraphs 1 and 2 of
Article 9 shall also apply to a natural person or legal entity to
the extent it is entitled to acquire, to dispose of, or to exercise
voting rights in any of the following cases or a combination of
them:

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

(b) voting rights held by a third party under an agreement
concluded with that person or entity providing for the
temporary transfer for consideration of the voting rights in
question;

5.
This Article shall not apply to the acquisition or disposal
of a major holding reaching or crossing the 5 % threshold by a
market maker acting in its capacity of a market maker,
provided that:

(c) voting rights attaching to shares which are lodged as collat-
eral with that person or entity, provided the person or
entity controls the voting rights and declares its intention
of exercising them;

(a) it is authorised by its home Member State under Direc-

tive 2004/39/EC; and

(1) OJ L 141, 11.6.1993, p. 1. Directive as last amended by Directive

2004/39/EC.

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(d) voting rights attaching to shares in which that person or

entity has the life interest;

date on which the acquisition, disposal or possibility of
exercising voting rights takes effect; or

(e) voting rights which are held, or may be exercised within
to (d), by an undertaking

the meaning of points (a)
controlled by that person or entity;

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

(g) voting rights held by a third party in its own name on

behalf of that person or entity;

(h) voting rights which that person or entity may exercise as a
proxy where the person or entity can exercise the voting
rights at its discretion in the absence of specific instructions
from the shareholders.

Article 11

1.
Articles 9 and 10(c) shall not apply to shares provided to
or by the members of the ESCB in carrying out their functions
including shares provided to or by
as monetary authorities,
members of the ESCB under a pledge or repurchase or similar
agreement for liquidity granted for monetary policy purposes
or within a payment system.

The exemption shall apply to the above transactions
2.
lasting for a short period and provided that the voting rights
attaching to such shares are not exercised.

Article 12

Procedures on the notification and disclosure of major
holdings

The notification required under Articles 9 and 10 shall

1.
include the following information:

(a) the resulting situation in terms of voting rights;

(b) the chain of controlled undertakings through which voting

rights are effectively held, if applicable;

(b) is informed about the event mentioned in Article 9(2).

3.
An undertaking shall be exempted from making the
required notification in accordance with paragraph 1 if the
notification is made by the parent undertaking or, where the
parent undertaking is itself a controlled undertaking, by its own
parent undertaking.

4.
The parent undertaking of a management company shall
not be required to aggregate its holdings under Articles 9
and 10 with the holdings managed by the management
company under the conditions laid down in Directive 85/611/
EEC, provided such management company exercises its voting
rights independently from the parent undertaking.

However, Articles 9 and 10 shall apply where the parent under-
taking, or another controlled undertaking of the parent under-
taking, has invested in holdings managed by such management
company and the management company has no discretion to
exercise the voting rights attached to such holdings and may
only exercise such voting rights under direct or indirect instruc-
tions from the parent or another controlled undertaking of the
parent undertaking.

The parent undertaking of an investment firm authorised
5.
under Directive 2004/39/EC shall not be required to aggregate
its holdings under Articles 9 and 10 with the holdings which
such investment firm manages on a client-by-client basis within
the meaning of Article 4(1), point 9, of Directive 2004/39/EC,
provided that:

— the investment firm is authorised to provide such portfolio
management under point 4 of Section A of Annex I to
Directive 2004/39/EC;

instructions

— it may only exercise the voting rights attached to such
by
shares under
individual portfolio
electronic means or it ensures that
management services are conducted independently of any
other
to those
conditions
provided for under Directive 85/611/EEC by putting into
place appropriate mechanisms; and

given in writing or

services under

equivalent

(c) the date on which the threshold was reached or crossed;

and

— the investment firm exercises its voting rights independently

from the parent undertaking.

(d) the identity of the shareholder, even if that shareholder is
not entitled to exercise voting rights under the conditions
laid down in Article 10, and of the natural person or legal
entity entitled to exercise voting rights on behalf of that
shareholder.

2.
The notification to the issuer shall be effected as soon as
possible, but not later than four trading days, the first of which
shall be the day after the date on which the shareholder, or the
natural person or legal entity referred to in Article 10,

However, Articles 9 and 10 shall apply where the parent under-
taking, or another controlled undertaking of the parent under-
taking, has invested in holdings managed by such investment
firm and the investment firm has no discretion to exercise the
voting rights attached to such holdings and may only exercise
such voting rights under direct or indirect instructions from the
parent or another controlled undertaking of the parent under-
taking.

(a) learns of the acquisition or disposal or of the possibility of
exercising voting rights, or on which, having regard to the
circumstances, should have learned of it, regardless of the

6.
Upon receipt of the notification under paragraph 1, but
no later than three trading days thereafter, the issuer shall
make public all the information contained in the notification.

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A home Member State may exempt

7.
issuers from the
requirement in paragraph 6 if the information contained in the
notification is made public by its competent authority, under
the conditions laid down in Article 21, upon receipt of the
notification, but no later than three trading days thereafter.

(d) the notification period;

(e) to whom the notification is to be made.

In order to take account of technical developments on
8.
financial markets and to ensure the uniform application of
paragraphs 1, 2, 4, 5 and 6 of this Article, the Commission
shall,
referred to in
Article 27(2), adopt implementing measures:

in accordance with the procedure

(a) to establish a standard form to be used throughout the
Community when notifying the required information to the
issuer under paragraph 1 or when filing information under
Article 19(3);

(b) to determine a calendar of ‘trading days’ for all Member

States;

Article 14

1. Where an issuer of shares admitted to trading on a regu-
lated market acquires or disposes of its own shares, either itself
or through a person acting in his own name but on the issuer's
behalf, the home Member State shall ensure that the issuer
makes public the proportion of its own shares as soon as
possible, but not later than four trading days following such
acquisition or disposal where that proportion reaches, exceeds
the
or
voting rights. The proportion shall be calculated on the basis of
the total number of shares to which voting rights are attached.

thresholds of 5 % or 10 % of

falls below the

(c) to establish in which cases the shareholder, or the natural
person or legal entity referred to in Article 10, or both,
shall effect the necessary notification to the issuer;

The Commission shall, in accordance with the procedure
2.
referred to in Article 27(2), adopt implementing measures in
order to take account of technical developments in financial
markets and to ensure the uniform application of paragraph 1.

the natural person or

(d) to clarify the circumstances under which the shareholder,
legal entity referred to in
the acquisition or

or
Article 10, should have learned of
disposal;

(e) to clarify the conditions of independence to be complied
with by management companies and their parent undertak-
ings or by investment firms and their parent undertakings
to benefit from the exemptions in paragraphs 4 and 5.

Article 13

1.
The notification requirements laid down in Article 9 shall
also apply to a natural person or legal entity who holds,
instruments that result in an
directly or indirectly, financial
entitlement to acquire, on such holder's own initiative alone,
under a formal agreement, shares to which voting rights are
attached, already issued, of an issuer whose shares are admitted
to trading on a regulated market.

2.
The Commission shall, in accordance with the procedure
referred to in Article 27(2), adopt implementing measures in
order to take account of technical developments in financial
markets and to ensure the uniform application of paragraph 1.
It shall in particular determine:

(a) the types of financial instruments referred to in paragraph 1

and their aggregation;

(b) the nature of the formal agreement referred to in para-

graph 1;

(c) the contents of the notification to be made, establishing a
standard form to be used throughout the Community for
that purpose;

Article 15

For the purpose of calculating the thresholds provided for in
Article 9, the home Member State shall at least require the
disclosure to the public by the issuer of the total number of
voting rights and capital at the end of each calendar month
during which an increase or decrease of such total number has
occurred.

Article 16

Additional information

1.
The issuer of shares admitted to trading on a regulated
market shall make public without delay any change in the
rights attaching to the various classes of shares,
including
changes in the rights attaching to derivative securities issued by
the issuer itself and giving access to the shares of that issuer.

The issuer of securities, other than shares admitted to
2.
trading on a regulated market, shall make public without delay
any changes in the rights of holders of securities other than
shares, including changes in the terms and conditions of these
securities which could indirectly affect those rights, resulting in
particular from a change in loan terms or in interest rates.

3.
The issuer of securities admitted to trading on a regulated
market shall make public without delay of new loan issues and
in particular of any guarantee or security in respect thereof.
Without prejudice to Directive 2003/6/EC, this paragraph shall
not apply to a public international body of which at least one
Member State is member.

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SECTION II

Information for holders of securities admitted to trading on a
regulated market

Article 17

Information requirements for issuers whose shares are
admitted to trading on a regulated market

The issuer of shares admitted to trading on a regulated
1.
market shall ensure equal treatment for all holders of shares
who are in the same position.

2.
The issuer shall ensure that all the facilities and informa-
tion necessary to enable holders of shares to exercise their
rights are available in the home Member State and that the
integrity of data is preserved. Shareholders
shall not be
prevented from exercising their rights by proxy, subject to the
law of the country in which the issuer is incorporated. In par-
ticular, the issuer shall:

(a) provide information on the place, time and agenda of meet-
ings, the total number of shares and voting rights and the
rights of holders to participate in meetings;

(b) make available a proxy form, on paper or, where applic-
able, by electronic means, to each person entitled to vote at
a
the notice
concerning the meeting or, on request, after an announce-
ment of the meeting;

shareholders' meeting,

together with

(c) designate as its agent a financial institution through which

shareholders may exercise their financial rights; and

(d) publish notices or distribute circulars concerning the alloca-
tion and payment of dividends and the issue of new shares,
including information on any arrangements for allotment,
subscription, cancellation or conversion.

For the purposes of conveying information to share-
3.
holders, the home Member State shall allow issuers the use of
electronic means, provided such a decision is taken in a general
meeting and meets at least the following conditions:

(a) the use of electronic means shall in no way depend upon
the location of the seat or residence of the shareholder or,
in the cases referred to in Article 10(a) to (h), of the natural
persons or legal entities;

(b) identification arrangements shall be put in place so that the
shareholders, or the natural persons or legal entities entitled
to exercise or to direct the exercise of voting rights, are
effectively informed;

acquire, dispose of or exercise voting rights, shall be
contacted in writing to request their consent for the use of
electronic means for conveying information and, if they do
not object within a reasonable period of time, their consent
shall be deemed to be given. They shall be able to request,
at any time in the future, that information be conveyed in
writing, and

(d) any apportionment of the costs entailed in the conveyance
of such information by electronic means shall be deter-
mined by the issuer in compliance with the principle of
equal treatment laid down in paragraph 1.

4.
The Commission shall, in accordance with the procedure
provided for in Article 27(2), adopt implementing measures in
order to take account of technical developments in financial
markets, to take account of developments in information and
communication technology and to ensure the uniform applica-
tion of paragraphs 1, 2 and 3. It shall, in particular, specify the
types of financial institution through which a shareholder may
exercise the financial rights provided for in paragraph 2(c).

Article 18

Information requirements for issuers whose debt securi-
ties are admitted to trading on a regulated market

1.
The issuer of debt securities admitted to trading on a
regulated market shall 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.

2.
The issuer shall ensure that all the facilities and informa-
tion necessary to enable debt securities holders to exercise their
rights are publicly available in the home Member State and that
the integrity of data is preserved. Debt securities holders shall
not be prevented from exercising their rights by proxy, subject
to the law of country in which the issuer is incorporated. In
particular, the issuer shall:

(a) publish notices, or distribute circulars, concerning the
place,
time and agenda of meetings of debt securities
holders, the payment of interest, the exercise of any conver-
sion, exchange, subscription or cancellation rights, and
repayment, as well as the right of those holders to partici-
pate therein;

(b) make available a proxy form on paper or, where applicable,
by electronic means, to each person entitled to vote at a
meeting of debt securities holders, together with the notice
concerning the meeting or, on request, after an announce-
ment of the meeting; and

(c) shareholders, or in the cases referred to in Article 10(a)
the natural persons or legal entities entitled to

to (e)

(c) designate as its agent a financial institution through which
debt securities holders may exercise their financial rights.

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3.
If only holders of debt securities whose denomination
per unit amounts to at least EUR 50 000 or, in the case of debt
securities denominated in a currency other than Euro whose
denomination per unit is, at the date of the issue, equivalent to
at least EUR 50 000, are to be invited to a meeting, the issuer
may choose as venue any Member State, provided that all the
facilities and information necessary to enable such holders to
exercise their rights are made available in that Member State.

4.
For the purposes of conveying information to debt securi-
ties holders, the home Member State, or the Member State
chosen by the issuer pursuant to paragraph 3, shall allow
issuers the use of electronic means, provided such a decision is
taken in a general meeting and meets at least the following
conditions:

(a) the use of electronic means shall in no way depend upon
the location of the seat or residence of the debt security
holder or of a proxy representing that holder;

(b) identification arrangements shall be put in place so that

debt securities holders are effectively informed;

(c) debt securities holders shall be contacted in writing to
request their consent for the use of electronic means for
conveying information and if they do not object within a
reasonable period of time, their consent shall be deemed to
be given. They shall be able to request, at any time in the
future, that information be conveyed in writing; and

(d) any apportionment of the costs entailed in the conveyance
of information by electronic means shall be determined by
the issuer in compliance with the principle of equal treat-
ment laid down in paragraph 1.

5.
The Commission shall, in accordance with the procedure
provided for in Article 27(2), adopt implementing measures in
order to take account of technical developments in financial
markets, to take account of developments in information and
communication technology and to ensure the uniform applica-
tion of paragraphs 1 to 4. It shall, in particular, specify the
institution through which a debt security
types of financial
holder may exercise the financial
in
paragraph 2(c).

rights provided for

tent authority of
its home Member State. That competent
authority may decide to publish such filed information on its
Internet site.

Where an issuer proposes to amend its instrument of incor-
poration or statutes, it shall communicate the draft amendment
to the competent authority of the home Member State and to
the regulated market to which its securities have been admitted
to trading. Such communication shall be effected without
delay, but at
the latest on the date of calling the general
meeting which is to vote on, or be informed of, the amend-
ment.

The home Member State may exempt an issuer from the
2.
requirement under paragraph 1 in respect of
information
disclosed in accordance with Article 6 of Directive 2003/6/EC
or Article 12(6) of this Directive.

3.
Information to be notified to the issuer in accordance
with Articles 9, 10, 12 and 13 shall at the same time be filed
with the competent authority of the home Member State.

4.
In order to ensure the uniform application of para-
graphs 1, 2 and 3, the Commission shall, in accordance with
the procedure referred to in Article 27(2), adopt implementing
measures.

The Commission shall, in particular, specify the procedure in
accordance with which an issuer, a holder of shares or other
financial
instruments, or a person or entity referred to in
Article 10, is to file information with the competent authority
of the home Member State under paragraphs 1 or 3, respec-
tively, in order to:

(a) enable filing by electronic means in the home Member

State;

(b) coordinate the filing of the annual financial report referred
to in Article 4 of this Directive with the filing of the annual
information referred to in Article 10 of Directive 2003/71/
EC.

CHAPTER IV

GENERAL OBLIGATIONS

Article 19

Home Member State control

1. Whenever the issuer, or any person having requested,
without the issuer's consent, the admission of its securities to
trading on a regulated market, discloses regulated information,
it shall at the same time file that information with the compe-

Article 20

Languages

1. Where securities are admitted to trading on a regulated
market only in the home Member State, regulated information
shall be disclosed in a language accepted by the competent
authority in the home Member State.

2. Where securities are admitted to trading on a regulated
market both in the home Member State and in one or more
host Member States, regulated information shall be disclosed:

(a) in a language accepted by the competent authority in the

home Member State; and

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(b) depending on the choice of the issuer, either in a language
accepted by the competent authorities of
those host
Member States or in a language customary in the sphere of
international finance.

3. Where securities are admitted to trading on a regulated
market in one or more host Member States, but not in the
home Member State, regulated information shall, depending on
the choice of the issuer, be disclosed either in a language
accepted by the competent authorities of those host Member
States or in a language customary in the sphere of international
finance.

In addition, the home Member State may lay down in its law,
regulations or administrative provisions that
the regulated
information shall, depending on the choice of the issuer, be
disclosed either
in a language accepted by its competent
authority or in a language customary in the sphere of interna-
tional finance.

4. Where securities are admitted to trading on a regulated
market without the issuer's consent, the obligations under para-
graphs 1, 2 and 3 shall be incumbent not upon the issuer, but
upon the person who, without
the issuer's consent, has
requested such admission.

5. Member States shall allow shareholders and the natural
person or legal entity referred to in Articles 9, 10 and 13 to
notify information to an issuer under this Directive only in a
language customary in the sphere of international finance. If
the issuer receives such a notification, Member States may not
require the issuer to provide a translation into a language
accepted by the competent authorities.

6.
By way of derogation from paragraphs 1 to 4, where
securities whose denomination per unit amounts to at least
EUR 50 000 or, in the case of debt securities denominated in a
currency other than Euro equivalent to at least EUR 50 000 at
the date of the issue, are admitted to trading on a regulated
market in one or more Member States, regulated information
shall be disclosed to the public either in a language accepted by
the competent authorities of the home and host Member States
or in a language customary in the sphere of
international
finance, at the choice of the issuer or of the person who,
without the issuer's consent, has requested such admission.

7.
If an action concerning the content of regulated informa-
tion is brought before a court or tribunal in a Member State,
responsibility for the payment of costs incurred in the transla-
tion of that information for the purposes of the proceedings
shall be decided in accordance with the law of that Member
State.

Article 21

Access to regulated information

1.
The home Member State shall ensure that the issuer, or
the person who has applied for admission to trading on a regu-

lated market without the issuer's consent, discloses regulated
information in a manner ensuring fast access to such informa-
tion on a non-discriminatory basis and makes it available to
the officially appointed mechanism referred to in paragraph 2.
The issuer, or the person who has applied for admission to
trading on a regulated market without the issuer's consent, may
not charge investors any specific cost for providing the infor-
mation. The home Member State shall require the issuer to use
such media as may reasonably be relied upon for the effective
dissemination of
the
Community. The home Member State may not impose an obli-
gation to use only media whose operators are established on its
territory.

information to the public throughout

2.
The home Member State shall ensure that there is at least
one officially appointed mechanism for the central storage of
regulated information. These mechanisms should comply with
minimum quality standards of security, certainty as to the
information source, time recording and easy access by end
users and shall be aligned with the filing procedure under
Article 19(1).

3. Where securities are admitted to trading on a regulated
market in only one host Member State and not in the home
Member State, the host Member State shall ensure disclosure of
regulated information in accordance with the requirements
referred to in paragraph 1.

4.
In order to take account of technical developments in
financial markets, to take account of developments in informa-
tion and communication technology and to ensure the uniform
application of paragraphs 1, 2 and 3, the Commission shall
adopt implementing measures in accordance with the proce-
dure referred to in Article 27(2).

The Commission shall in particular specify:

(a) minimum standards for the dissemination of regulated

information, as referred to in paragraph 1;

(b) minimum standards for the central storage mechanism as

referred to in paragraph 2.

The Commission may also specify and update a list of media
for the dissemination of information to the public.

Article 22

Guidelines

The competent authorities of the Member States shall
1.
draw up appropriate guidelines with a view to further facili-
tating public access to information to be disclosed under Direc-
tive 2003/6/EC, Directive 2003/71/EC and this Directive.

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The aim of those guidelines shall be the creation of:

securities

regulators, operators of

(a) an electronic network to be set up at national level between
regulated
national
markets and national company registers covered by the
First Council Directive 68/151/EEC of 9 March 1968 on
coordination of safeguards which, for the protection of the
required by
interests of members
Member States of companies within the meaning of the
second paragraph of Article 48 (1) of the Treaty, with a
view to making such safeguards equivalent throughout the
Community (2); and

and others,

are

(b) a single electronic network, or a platform of electronic

networks across Member States.

The Commission shall review the results achieved under
2.
paragraph 1 by 31 December 2006 and may, in accordance
with the procedure referred to in Article 27(2), adopt imple-
menting measures to facilitate compliance with Articles 19 and
21.

Article 23

Third countries

1. Where the registered office of an issuer is in a third
country, the competent authority of the home Member State
may exempt that issuer from requirements under Articles 4 to 7
and Articles 12(6), 14, 15 and 16 to 18, provided that the law
of the third country in question lays down equivalent require-
ments or such an issuer complies with requirements of the law
of a third country that the competent authority of the home
Member State considers as equivalent.

However, the information covered by the requirements laid
down in the third country shall be filed in accordance with
Article 19 and disclosed in accordance with Articles 20 and 21.

By way of derogation from paragraph 1, an issuer whose
2.
registered office is in a third country shall be exempted from
preparing its financial statement in accordance with Article 4
or Article 5 prior to the financial year starting on or after
1 January 2007, provided such issuer prepares its financial
statements in accordance with internationally accepted stan-
dards referred to in Article 9 of Regulation (EC) No 1606/
2002.

The competent authority of the home Member State shall
3.
ensure that information disclosed in a third country which may
be of importance for the public in the Community is disclosed
in accordance with Articles 20 and 21, even if such informa-
regulated information within the meaning of
tion is not
Article 2(1)(k).

(1) Editorial note: The title has been adjusted to take account of the
renumbering of the Articles of the Treaty establishing the European
Community in accordance with Article 12 of
the Treaty of
Amsterdam; the original reference was to Article 58 of the Treaty.
(2) OJ L 65, 14.3.1968, p. 8. Directive as last amended by Direc-
tive 2003/58/EC of the European Parliament and of the Council
(OJ L 221, 4.9.2003, p. 13).

In order to ensure the uniform application of paragraph 1,
in accordance with the procedure

4.
the Commission shall,
referred to in Article 27(2), adopt implementing measures

(i) setting up a mechanism ensuring the establishment of
equivalence of information required under this Directive,
including
including financial statements and information,
financial statements, required under the law, regulations or
administrative provisions of a third country;

(ii) stating that, by reason of its domestic law, regulations,
administrative provisions, or of the practices or procedures
based on the international standards set by international
organisations, the third country where the issuer is regis-
tered ensures the equivalence of the information require-
ments provided for in this Directive.

The Commission shall,
in accordance with the procedure
referred to in Article 27(2), take the necessary decisions on the
equivalence of accounting standards which are used by
third country issuers under the conditions set out in Article
30(3) at the latest five years following the date referred to in
Article 31. If the Commission decides that the accounting stan-
dards of a third country are not equivalent, it may allow the
issuers concerned to continue using such accounting standards
during an appropriate transitional period.

In order to ensure uniform application of paragraph 2,
5.
in accordance with the procedure
the Commission may,
referred to in Article 27(2), adopt
implementing measures
defining the type of information disclosed in a third country
that is of importance to the public in the Community.

Undertakings whose registered office is in a third country
6.
which would have required an authorisation in accordance
with Article 5(1) of Directive 85/611/EEC or, with regard to
portfolio management under point 4 of section A of Annex I
to Directive 2004/39/EC if it had its registered office or, only
in the case of an investment firm, its head office within the
Community, shall also be exempted from aggregating holdings
with the holdings of its parent undertaking under the require-
ments laid down in Article 12(4) and (5) provided that they
comply with equivalent conditions of independence as manage-
ment companies or investment firms.

7.
In order to take account of technical developments in
financial markets and to ensure the uniform application of
paragraph 6, the Commission shall,
in accordance with the
procedure referred to in Article 27(2), adopt implementing
measures stating that, by reason of its domestic law, regula-
tions, or administrative provisions, a third country ensures the
equivalence of
the independence requirements provided for
under this Directive and its implementing measures.

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CHAPTER V

COMPETENT AUTHORITIES

Article 24

Competent authorities and their powers

1.
Each Member State shall designate the central authority
referred to in Article 21(1) of Directive 2003/71/EC as central
competent administrative authority responsible for carrying out
the obligations provided for in this Directive and for ensuring
that
to this Directive are
applied. Member States shall inform the Commission accord-
ingly.

the provisions adopted pursuant

However, for the purpose of paragraph 4(h) Member States
may designate a competent authority other than the central
competent authority referred to in the first subparagraph.

central

2. Member States may allow their
competent
authority to delegate tasks. Except for the tasks referred to in
paragraph 4(h), any delegation of tasks relating to the obliga-
tions provided for in this Directive and in its implementing
measures shall be reviewed five years after the entry into force
of this Directive and shall end eight years after the entry into
force of this Directive. Any delegation of tasks shall be made in
a specific manner stating the tasks to be undertaken and the
conditions under which they are to be carried out.

Those conditions shall include a clause requiring the entity in
question to be organised in a manner such that conflicts of
interest are avoided and information obtained from carrying
out the delegated tasks is not used unfairly or to prevent
competition. In any case, the final responsibility for supervising
compliance with the provisions of this Directive and imple-
menting measures adopted pursuant thereto shall lie with the
competent authority designated in accordance with paragraph 1.

3. Member States shall inform the Commission and compe-
tent authorities of other Member States of any arrangements
entered into with regard to the delegation of tasks, including
the precise conditions for regulating the delegations.

Each competent authority shall have all the powers neces-
4.
sary for the performance of its functions. It shall at least be
empowered to:

(a) require auditors, issuers, holders of shares or other financial
instruments, or persons or entities referred to in Articles 10
or 13, and the persons that control them or are controlled
by them, to provide information and documents;

(b) require the issuer to disclose the information required
under point (a) to the public by the means and within the
time limits
It may
publish such information on its own initiative in the event

the authority considers necessary.

the issuer, or the persons that control

that
it or are
controlled by it, fail to do so and after having heard the
issuer;

(c) require managers of the issuers and of the holders of shares
or other financial
instruments, or of persons or entities
referred to in Articles 10 or 13, to notify the information
law
required under
adopted in accordance with this Directive, and, if necessary,
to provide further information and documents;

this Directive, or under national

(d) suspend, or

request

regulated market

to
the relevant
suspend, trading in securities for a maximum of ten days at
a time if it has reasonable grounds for suspecting that the
provisions of this Directive, or of national law adopted in
accordance with this Directive, have been infringed by the
issuer;

(e) prohibit trading on a regulated market if it finds that the
provisions of this Directive, or of national law adopted in
accordance with this Directive, have been infringed, or if it
has reasonable grounds for suspecting that the provisions
of this Directive have been infringed;

(f) monitor that the issuer discloses timely information with
the objective of ensuring effective and equal access to the
public in all Member States where the securities are traded
and take appropriate action if that is not the case;

(g) make public the fact that an issuer, or a holder of shares or
other financial instruments, or a person or entity referred
to in Articles 10 or 13, is failing to comply with its obliga-
tions;

(h) examine that information referred to in this Directive is
drawn up in accordance with the relevant reporting frame-
work and take appropriate measures in case of discovered
infringements; and

(i) carry out on-site inspections in its territory in accordance
with national law, in order to verify compliance with the
provisions of this Directive and its implementing measures.
Where necessary under national
competent
authority or authorities may use this power by applying to
the relevant judicial authority and/or in cooperation with
other authorities.

law,

the

Paragraphs 1 to 4 shall be without prejudice to the possi-
5.
bility for a Member State to make separate legal and adminis-
trative arrangements
for
for overseas European territories
whose external relations that Member State is responsible.

6.
The disclosure to competent authorities by the auditors of
any fact or decision related to the requests made by the compe-
tent authority under paragraph (4)(a) shall not constitute a
breach of any restriction on disclosure of information imposed
by contract or by any law, regulation or administrative provi-
sion and shall not involve such auditors in liability of any kind.

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Article 25

Professional secrecy and cooperation between Member
States

1.
The obligation of professional secrecy shall apply to all
persons who work or who have worked for the competent
authority and for entities to which competent authorities may
have delegated certain tasks. Information covered by profes-
sional secrecy may not be disclosed to any other person or
authority except by virtue of the laws, regulations or adminis-
trative provisions of a Member State.

2.
Competent authorities of the Member States shall coop-
erate with each other, whenever necessary, for the purpose of
carrying out their duties and making use of their powers,
whether set out in this Directive or in national law adopted
pursuant to this Directive. Competent authorities shall render
assistance to competent authorities of other Member States.

Paragraph 1 shall not prevent the competent authorities
3.
from exchanging confidential
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.

information.

4. Member States may conclude cooperation agreements
providing for the exchange of information with the competent
authorities or bodies of third countries enabled by their respec-
tive legislation to carry out any of the tasks assigned by this
Directive to the competent authorities in accordance with
Article 24. Such an exchange of information is subject to guar-
antees of professional secrecy at
to those
referred to in this Article. Such exchange of information shall
be intended for the performance of the supervisory task of the
authorities or bodies mentioned. Where the information origi-
nates in another Member State, it may not be disclosed without
the express agreement of the competent authorities which have
disclosed it and, where appropriate, solely for the purposes for
which those authorities gave their agreement.

least equivalent

Article 26

Precautionary measures

1. Where the competent authority of a host Member State
finds that the issuer or the holder of shares or other financial
instruments, or the person or entity referred to in Article 10,
has committed irregularities or infringed its obligations, it shall
the home
refer its findings to the competent authority of
Member State.

in accordance with Article 3(2), all

informing the competent authority of the home Member State,
take,
the appropriate
measures in order to protect investors. The Commission shall
be informed of such measures at the earliest opportunity.

CHAPTER VI

IMPLEMENTING MEASURES

Article 27

Committee procedure

1.
The Commission shall be assisted by the European Securi-
ties Committee, instituted by Article 1 of Decision 2001/528/
EC.

2. Where reference is made to this paragraph, Articles 5
and 7 of Decision 1999/468/EC shall apply, having regard to
the provisions of Article 8 thereof, provided that the imple-
menting measures adopted in accordance with that procedure
do not modify the essential provisions of this Directive.

The period laid down in Article 5(6) of Decision 1999/468/EC
shall be set at three months.

3.

The Committee shall adopt its Rules of Procedure.

4. Without prejudice to the implementing measures already
adopted by 20 January 2009 the application of the provisions
of this Directive concerning the adoption of technical rules and
decisions in accordance with the procedure referred to in para-
graph 2 shall be suspended. On a proposal from the Commis-
sion, the European Parliament and the Council may renew the
provisions concerned in accordance with the procedure laid
down in Article 251 of the Treaty and, to that end, shall review
them prior to the expiry of the four-year period.

Article 28

Penalties

1. Without prejudice to the right of Member States to
impose criminal penalties, Member States shall ensure,
in
conformity with their national law, that at least the appropriate
administrative measures may be taken or civil and/or adminis-
trative penalties imposed in respect of the persons responsible,
where the provisions adopted in accordance with this Directive
have not been complied with. Member States shall ensure that
those measures are effective, proportionate and dissuasive.

2.
If, despite the measures taken by the competent authority
of the home Member State, or because such measures prove
in
inadequate,
legal or
infringing the relevant
the
the host Member State shall, after
competent authority of

the security holder persists
regulatory provisions,

the issuer or

2. Member States shall provide that the competent authority
may disclose to the public every measure taken or penalty
adopted
imposed
in accordance with this Directive, save where such disclosure
would seriously jeopardise the financial markets or cause
disproportionate damage to the parties involved.

infringement

provisions

the

for

of

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Article 29

Right of appeal

Member States shall ensure that decisions taken under laws,
regulations, and administrative provisions adopted in accord-
ance with this Directive are subject to the right of appeal to the
courts.

CHAPTER VII

TRANSITIONAL AND FINAL PROVISIONS

Article 30

Transitional provisions

By way of derogation from Article 5(3) of this Directive,
1.
the home Member State may exempt from disclosing financial
statements in accordance with Regulation (EC) No 1606/2002
issuers referred to in Article 9 of that Regulation for the finan-
cial year starting on or after 1 January 2006.

the latest

Notwithstanding Article 12(2), a shareholder shall notify
2.
the issuer at
the date in
Article 31(1) of the proportion of voting rights and capital it
holds, in accordance with Articles 9, 10 and 13, with issuers at
that date, unless it has already made a notification containing
equivalent information before that date.

two months after

Notwithstanding Article 12(6), an issuer shall in turn disclose
the information received in those notifications no later than
three months after the date in Article 31(1).

3. Where an issuer is incorporated in a third country, the
home Member State may exempt such issuer only in respect of
those debt securities which have already been admitted to
trading on a regulated market in the Community prior to
1 January 2005 from drawing up its financial statements
in accordance with Article 4(3) and its management report
in accordance with Article 4(5) as long as

(a) the competent authority of

the home Member State
acknowledges that annual financial statements prepared by
issuers from such a third country give a true and fair view
of the issuer's assets and liabilities, financial position and
results;

(b) the third country where the issuer is incorporated has not
international
to in Article 2 of

made mandatory
accounting
standards
Regulation (EC) No 1606/2002; and

application

referred

the

of

(c) the Commission has not taken any decision in accordance
with Article 23(4)(ii) as to whether there is an equivalence
between the abovementioned accounting standards and

— the accounting standards laid down in the law, regula-
tions or administrative provisions of the third country
where the issuer is incorporated, or

— the accounting standards of a third country such an

issuer has elected to comply with.

The home Member State may exempt issuers only in
4.
respect of
those debt securities which have already been
admitted to trading on a regulated market in the Community
prior to 1 January 2005 from disclosing half-yearly financial
report in accordance with Article 5 for 10 years following
1 January 2005, provided that the home Member State had
decided to allow such issuers to benefit from the provisions of
Article 27 of Directive 2001/34/EC at the point of admission
of those debt securities.

Article 31

Transposition

1. Member States shall
take the necessary measures to
comply with this Directive by 20 January 2007. They shall
forthwith inform the Commission thereof.

When Member States adopt these measures, they shall contain
a reference to this Directive or shall be accompanied by such
reference on the occasion of their official publication. The
methods of making such reference shall be laid down by
Member States.

2. Where Member States adopt measures pursuant to Arti-
cles 3(1), 8(2), 8(3), 9(6) or 30, they shall immediately commu-
nicate those measures to the Commission and to the other
Member States.

Article 32

Amendments

With effect from the date specified in Article 31(1), Direc-
tive 2001/34/EC shall be amended as follows:

(1) In Article 1, points (g) and (h) shall be deleted;

(2) Article 4 shall be deleted;

(3) In Article 6, paragraph 2 shall be deleted;

(4) In Article 8, paragraph 2 shall be replaced by the

following:

‘2. Member States may make the issuers of securities
admitted to official listing subject to additional obligations,
provided that those additional obligations apply generally
for all issuers or for individual classes of issuers’;

(5) Articles 65 to 97 shall be deleted;

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(6) Articles 102 and 103 shall be deleted;

(7) In Article 107(3), the second subparagraph shall be deleted;

(8) In Article 108, paragraph 2 shall be amended as follows:

Article 34

Entry into force

(a) in point

(a),

the words ‘periodic information to be
published by the companies of which shares are
admitted’ shall be deleted;

(b) point (b) shall be deleted;

(c) point (c)(iii) shall be deleted;

(d) point (d) shall be deleted.

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

Article 35

Addressees

References made to the repealed provisions shall be construed
as being made to the provisions of this Directive.

This Directive is addressed to the Member States.

Article 33

Review

The Commission shall by 30 June 2009 report on the opera-
tion of this Directive to the European Parliament and to the
Council including the appropriateness of ending the exemption
the 10-year period as
for existing debt
provided for by Article 30(4) and its potential impact on the
European financial markets.

securities after

Done at Strasbourg, 15 December 2004.

For the European Parliament

For the Council

The President

J. BORRELL FONTELLES

The President

A. NICOLAÏ