Commission Directive 2007/14/EC of 8 March 2007 laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market
Date: 2007-03-08
Institutions: European Commission
Subjects: consumer information, dissemination of information, investment, official document, official market, securities, stock exchange, stock-exchange listing

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Official Journal of the European Union

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DIRECTIVES

COMMISSION DIRECTIVE 2007/14/EC

of 8 March 2007

laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC
on the harmonisation of transparency requirements in relation to information about issuers whose
securities are admitted to trading on a regulated market

THE COMMISSION OF THE EUROPEAN COMMUNITIES,

(3)

Having regard to the Treaty
Community,

establishing the European

Having regard to 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 infor-
mation about issuers whose securities are admitted to trading
on a regulated market and amending Directive 2001/34/EC (1),
and in particular Articles 2(3)(a), 5(6), first subparagraph, and
5(6)(c), 9(7), 12(8)(b) to (e), 13(2), 14(2), 21(4)(a), 23(4)(ii) and
23(7) thereof,

After consulting the Committee of European Securities Regu-
lators (CESR) (2) for technical advice,

Whereas:

(4)

(5)

(1)

result

in an entitlement

Directive 2004/109/EC establishes the general principles
for the harmonisation of transparency requirements in
respect of
financial
the holding of voting rights or
to acquire
instruments that
It seeks to ensure
existing shares with voting rights.
that, through the disclosure of accurate, comprehensive
and timely information about security issuers,
investor
confidence is built up and sustained. By the same
token,
of
issuers
it
movements affecting major holdings in companies,
seeks to ensure that the latter are in a position to keep
the public informed.

informed

requiring

by

be

to

As regards the procedural arrangements in accordance
with which investors are to be informed of the issuer's
choice of home Member State, it is appropriate that such
choices be disclosed in accordance with the same
procedure as
regulated information under Directive
2004/109/EC.

the

view of

As regards the minimum content of the condensed set of
half-yearly financial statements, where that set
is not
prepared in accordance with international accounting
this should be such as to avoid giving a
standards,
financial
misleading
position and profit or loss of the issuer. The content of
half-yearly reports should be such as to ensure appro-
priate transparency for investors through a regular flow
of information about the performance of the issuer, and
that information should be presented in such a way that
it is easy to compare it with the information provided in
the annual report of the preceding year.

liabilities,

assets,

Issuers of shares who prepare consolidated accounts in
accordance with International Accounting Standards
(IAS) and International Financial Reporting Standards
(IFRS) should apply the same definition of related party
transactions in annual and half-yearly reports under
Directive 2004/109/EC.
Issuers of shares who do not
prepare consolidated accounts and are not required to
in their half-yearly reports
apply IAS and IFRS should,
under Directive 2004/109/EC, apply the definition of
related party transactions set out in Council Directive
78/660/EEC of 25 July 1978 based on Article 54(3)(g)
of the Treaty on the annual accounts of certain types of
companies (3).

(2)

The rules for the implementation of the rules governing
transparency requirements should likewise be designed to
ensure a high level of investor protection, to enhance
market efficiency, and to be applied in a uniform
manner.

(1) OJ L 390, 31.12.2004, p. 38.
(2) CESR was established by Commission Decision 2001/527/EC of

6 June 2001 (OJ L 191, 13.7.2001, p. 43).

(6)

For the purposes of benefiting from the exemption from
the notification of major holdings under Directive
2004/109/EC in the case of shares acquired for the
sole purpose of clearing and settling,
the maximum
length of the ‘short settlement cycle’ should be as short
as possible.

(3) OJ L 222, 14.8.1978, p. 11. Directive as last amended by Directive
the Council

the European Parliament and of

2006/46/EC of
(OJ L 224, 16.8.2006, p. 1).

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(7)

(8)

(9)

In order for the relevant competent authority to be able
to monitor compliance as regards the derogation for
market makers with respect to the notification of infor-
mation about major holdings, the market maker seeking
to benefit from that derogation should make known that
it is acting or intends to act as market maker and for
which shares or financial instruments.

(13)

Conducting market making activities in full transparency
is particularly important. Thus, the market maker should
be capable upon request from the relevant competent
conducted in
identifying the activities
authority of
relation to the issuer in question, and in particular the
shares or financial instruments held for market making
activities purposes.

securities (UCITS) (1), irrespective of whether or not they
are authorised under that Directive, provided in the latter
case that they are supervised under national legislation.

should be

financial
For the purposes of Directive 2004/109/EC,
instruments
in the
taken into account
context of notifying major holdings, to the extent that
such instruments give the holder an unconditional right
to acquire the underlying shares or discretion as to
whether to acquire the underlying shares or cash on
maturity. Consequently,
should
not be considered to include instruments entitling the
holder to receive shares depending on the price of the
underlying share reaching a certain level at a certain
in time. Nor should they be considered to
moment
that allow the instrument
cover
issuer or a third party to give shares or cash to the
instrument holder on maturity.

those instruments

instruments

financial

As regards the calendar of trading days, it is appropriate,
for the sake of ease of operation, that time limits be
calculated by reference to the trading days
in the
to
Member State of
enhance transparency, provision should be made for
each competent authority to inform investors and
market participants of
trading days
applicable for the various regulated markets situated or
operating on its territory.

the issuer. However,

the calendar of

in order

(10) As regards the circumstances in which notification of
major holdings is to be made,
is appropriate to
determine when that obligation is triggered either indivi-
dually or collectively, and how that obligation is to be
complied with in the case of proxies.

it

(11)

(12)

It is reasonable to assume that natural persons or legal
entities exercise a high duty of care when acquiring or
disposing of major holdings. It follows that such persons
or entities will very quickly become aware of such acqui-
sitions or disposals, or of
the possibility to exercise
voting rights, and it is therefore appropriate to specify
only a very short period following the relevant trans-
action as the period after which they are deemed to
have knowledge.

The exemption from the obligation to aggregate major
holdings should be available only to parent undertakings
that can demonstrate that their subsidiary management
companies or investment firms fulfil adequate conditions
of independence. To ensure full transparency, a statement
to that effect should be notified ex ante to the relevant
competent authority. In this regard, it is important that
the notification mentions the competent authority super-
vising the management companies’ activities under the
conditions
to Council Directive
85/611/EEC of 20 December 1985 on the coordination
of laws, regulations and administrative provisions relating
to undertakings for collective investment in transferable

laid down pursuant

(14)

The financial
instruments in Section C of Annex I of
Directive 2004/39/EC of the European Parliament and
of the Council (2) which are not mentioned in Article
11(1) of this Commission directive do not qualify as
financial
instruments within the meaning of Article
13(1) of Directive 2004/109/EC.

(15) Directive 2004/109/EC sets high-level requirements in
the area of dissemination of regulated information. The
that
mere availability of
investors must actively seek it out,
is therefore not
sufficient for the purposes of that Directive. Accordingly,
dissemination should involve the active distribution of
information from the issuers to the media, with a view
to reaching investors.

information, which means

(16) Minimum quality standards for

Issuers

are met, whether by disseminating

the dissemination of
regulated information are necessary to ensure that
investors, even if situated in a Member State other than
that of the issuer, have equal access to regulated infor-
those minimum
mation.
should ensure that
standards
the
regulated information themselves or by entrusting a
third party to do so on their behalf. In the latter case,
the third party should be capable of dissemination in
adequate conditions and have adequate mechanisms in
regulated information it
place
receives emanates from the relevant
issuer and that
there is no significant risk of data corruption or of

to ensure

that

the

(1) OJ L 375, 31.12.1985, p. 3, Directive as last amended by Directive
2005/1/EC of the European Parliament and of the Council (OJ L 79,
24.3.2005, p. 9).

(2) OJ L 145, 30.4.2004, p. 1. Directive as amended by Directive

2006/31/EC (OJ L 114, 27.4.2006, p. 60).

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the

appointed

unauthorised access to unpublished inside information.
Where
services or
third party provides other
performs other
functions, such as media, competent
authorities, stock exchanges or the entity in charge of
such
the officially
services or functions should be kept clearly separated
from the services and functions relating to the dissemi-
nation of regulated information. When communicating
information to the media,
third parties
should give priority to the use of electronic means and
industry standard formats
and
accelerate the processing of the information.

storage mechanism,

to facilitate

issuers or

so as

(17) Additionally, by way of minimum standards, regulated
information should be disseminated in a way that
ensures the widest possible public access, and where
possible reaching the public simultaneously inside and
outside
is
without prejudice to the right of Member States to
request issuers to publish parts or all regulated infor-
mation through newspapers, and to the possibility for
issuers to make regulated information available on their
own or other websites accessible to investors.

issuer’s home Member State. That

the

(18)

(19)

Equivalence should be able to be declared when general
disclosure rules of
third countries provide users with
understandable and broadly equivalent assessment of
issuers’ position that enable them to make similar
decisions as if they were provided with the information
according to requirements under Directive 2004/109/EC,
even if
identical. However,
equivalence should be limited to the substance of the
relevant information and no exception as regards the
time limits set by Directive 2004/109/EC should be
accepted.

the requirements are not

to ensure that

In order to establish whether or not a third country
issuer is meeting equivalent requirements to those laid
down in Article 4(3) of Directive 2004/109/EC,
it is
there is consistency with
important
Commission Regulation (EC) No 809/2004 of 29 April
2004 implementing Directive 2003/71/EC of
the
European Parliament and of the Council as regards infor-
mation contained in prospectuses as well as the format,
such
incorporation by reference and publication of
prospectuses and dissemination of advertisements (1), in
particular
the items dealing with Historical Financial
Information to be included in a prospectus.

(20) As regards the equivalence of independence requirements,
a parent undertaking of a management company or
investment firm registered in a third country should be
able to benefit from the exemption under Article 12(4)

(1) OJ L 149, 30.4.2004, p. 1, as corrected by OJ L 215, 16.6.2004,
p. 3. Regulation as amended by Regulation (EC) No 1787/2006
(OJ L 337, 5.12.2006, p. 17).

(5) of Directive 2004/109/EC,

independently of
or
whether the authorisation is required by the law of the
third country for the controlled management company
or investment firm to conduct management activities or
portfolio management activities, provided that certain
conditions of independence are respected.

(21)

in this Directive are in
The measures provided for
accordance with the opinion of the European Securities
Committee,

HAS ADOPTED THIS DIRECTIVE:

Article 1

Subject matter

This Directive lays down detailed rules for the implementation
of Article 2(1)(i)(ii), the second subparagraph of Article 5(3), the
second sentence of Article 5(4), Article 9(1), (2) and (4), Article
10, Article 12(1), (2), (4), (5) and (6), Article 12(2)(a), Article
13(1), Article 21(1), Article 23(1)
and (6) of Directive
2004/109/EC.

Article 2

Procedural arrangements for the choice of the home
Member State

(Article 2(1)(i)(ii) of Directive 2004/109/EC)

Where the issuer makes a choice of home Member State, that
choice shall be disclosed in accordance with the same procedure
as regulated information.

Article 3

Minimum content of half-yearly non-consolidated financial
statements

(Article 5(3), second subparagraph, of Directive 2004/109/EC)

statements, where

The minimum content of the condensed set of half-yearly
1.
financial
is not prepared in
accordance with international accounting standards adopted
pursuant
to the procedure provided for under Article 6 of
Regulation (EC) No 1606/2002, shall be in accordance with
paragraphs 2 and 3 of this Article.

that

set

shall
included in the most

The condensed balance sheet and the condensed profit
the headings and
show each of
financial
annual
items
shall be
the half-yearly
the
liabilities, financial position and profit or loss of the

2.
and loss account
subtotals
statements of
included if, as a result of
financial statements would give a misleading view of
assets,
issuer.

issuer. Additional

their omission,

recent

line

the

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In addition,
included:

the following comparative information shall be

Article 5

(a) balance sheet as at the end of the first six months of the
current financial year and comparative balance sheet as at
the end of the immediate preceding financial year;

(b) profit and loss account

for the first six months of

the
current financial year with, from two years after the date
this Directive, comparative infor-
of entry into force of
the preceding
mation for
financial year.

the comparable period for

3.

The explanatory notes shall include the following:

(a) sufficient information to ensure the comparability of the
condensed half-yearly financial statements with the annual
financial statements;

(b) sufficient information and explanations to ensure a user's
proper understanding of any material changes in amounts
and of any developments in the half-year period concerned,
which are reflected in the balance sheet and the profit and
loss account.

Article 4

Major related parties’ transactions

(Article 5(4), second sentence, of Directive 2004/109/EC)

1.
In the interim management reports, issuers of shares shall
disclose as major related parties’ transactions, as a minimum,
the following:

(a) related parties’ transactions that have taken place in the first
six months of
financial year and that have
materially affected the financial position or the performance
of the enterprise during that period;

the current

Maximum length of the usual ‘short settlement cycle’

(Article 9(4) of Directive 2004/109/EC)

The maximum length of the usual ‘short settlement cycle’ shall
be three trading days following the transaction.

Article 6

Control mechanisms by competent authorities as regards
market makers

(Article 9(5) of Directive 2004/109/EC)

1.
The market maker seeking to benefit from the exemption
provided for in Article 9(5) of Directive 2004/109/EC shall
notify to the competent authority of the Home Member State
of the issuer, at the latest within the time limit laid down in
Article 12(2) of Directive 2004/109/EC, that it conducts or
intends to conduct market making activities on a particular
issuer.

Where the market maker ceases to conduct market making
that
activities on the
competent authority accordingly.

shall notify

concerned,

issuer

it

2. Without prejudice to the application of Article 24 of
Directive 2004/109/EC, where in case the market maker
seeking to benefit from the exemption provided for in Article
9(5) of that Directive is requested by the competent authority of
the issuer to identify the shares or financial instruments held for
market making activity purposes, that market maker shall be
allowed to make such identification by any verifiable means.
Only if the market maker is not able to identify the shares or
instruments concerned, he may be required to hold
financial
them in a separate account for the purposes of that identifi-
cation.

3. Without prejudice to the application of Article 24(4)(a) of
Directive 2004/109/EC, if a market-making agreement between
the market maker and the stock exchange and/or the issuer is
the market maker shall upon
required under national
request of
the
the relevant
agreement to such authority.

competent authority provide

law,

(b) any changes in the related parties’ transactions described in
the last annual report that could have a material effect on
the financial position or performance of the enterprise in
the first six months of the current financial year.

Article 7

Calendar of trading days

2. Where the issuer of shares is not required to prepare
consolidated accounts,
the
related parties’ transactions referred to in Article 43(1)(7b) of
Directive 78/660/EEC.

it shall disclose, as a minimum,

(Article 12(2) and (6), and Article 14(1), of Directive
2004/109/EC)

1.
For the purposes of Article 12(2) and (6), and Article
14(1), of Directive 2004/109/EC, the calendar of trading days
of the home Member State of the issuer shall apply.

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Each competent authority shall publish in its Internet site
2.
the calendar of trading days of the different regulated markets
situated or operating on the territory within its jurisdiction.

Article 8

Shareholders and natural persons or legal entities referred
to in Article 10 of the Transparency Directive required to
make the notification of major holdings

(Article 12(2) of Directive 2004/109/EC)

the

For

12(2)

purposes

of Article

of Directive
1.
2004/109/EC, the notification obligation which arises as soon
as the proportion of voting rights held reaches, exceeds or falls
below the applicable thresholds following transactions of the
type referred to in Article 10 of Directive 2004/109/EC shall
be an individual obligation incumbent upon each shareholder,
or each natural person or legal entity as referred to in Article 10
of that Directive, or both in case the proportion of voting rights
held by each party reaches, exceeds or falls below the applicable
threshold.

In the circumstances referred to in point (a) of Article 10 of the
Directive 2004/109/EC, the notification obligation shall be a
collective obligation shared by all parties to the agreement.

Article 9

Circumstances under which the notifying person should
have learned of acquisition or disposal or of possibility
to exercise voting rights

(Article 12(2) of Directive 2004/109/EC)

For the purposes of point
(a) of Article 12(2) of Directive
2004/109/EC, the shareholder, or the natural person or legal
entity referred to in Article 10 of that Directive, shall be deemed
to have knowledge of the acquisition, disposal or possibility to
exercise voting rights no later than two trading days following
the transaction.

Article 10

independence to be complied with by
Conditions of
management companies and investment firms involved in
individual portfolio management

(Article 12(4),

first

subparagraph, and Article 12(5),

first

subparagraph, of Directive 2004/109/EC)

1.
For the purposes of the exemption to the aggregation of
holdings provided for in the first subparagraphs of Article 12(4)
and (5) of Directive 2004/109/EC, a parent undertaking of a
management company or of an investment firm shall comply
with the following conditions:

2.
In the circumstances referred to in point (h) of Article 10
of Directive 2004/109/EC, if a shareholder gives the proxy in
relation to one shareholder meeting, notification may be made
by means of a single notification at the moment of giving the
proxy provided that it is made clear in the notification what the
resulting situation in terms of voting rights will be when the
proxy may no longer exercise the voting rights at its discretion.

(a)

it must not interfere by giving direct or indirect instructions
or in any other way in the exercise of the voting rights held
by that management company or investment firm;

(b) that management company or investment firm must be free
independently of the parent undertaking, the

to exercise,
voting rights attached to the assets it manages.

If, in the circumstances referred to in point (h) of Article 10, the
proxy holder receives one or several proxies in relation to one
shareholder meeting, notification may be made by means of a
the moment of receiving the proxies
single notification at
provided that
the
resulting situation in terms of voting rights will be when the
proxy may no longer exercise the voting rights at its discretion.

is made clear in the notification what

it

2.
A parent undertaking which wishes to make use of the
exemption shall, without delay, notify the following to the
competent authority of
issuers
whose voting rights are attached to holdings managed by the
management companies or investment firms:

the home Member State of

3. Where the duty to make a notification lies with more than
one natural person or legal entity, notification may be made by
means of a single common notification.

(a) a list of the names of those management companies and
investment firms, indicating the competent authorities that
supervise them or that no competent authority supervises
them, but with no reference to the issuers concerned;

However, use of a single common notification may not be
deemed to release any of the natural persons or legal entities
concerned from their responsibility in relation to notification.

(b) a statement that,
company or
complies with the conditions laid down in paragraph 1.

in the case of each such management
the parent undertaking

investment

firm,

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The parent undertaking shall update the list referred to in point
(a) on an ongoing basis.

3. Where the parent undertaking intends to benefit from the
exemptions only in relation to the financial instruments referred
to in Article 13 of Directive 2004/109/EC, it shall notify to the
competent authority of the home Member State of the issuer
only the list referred to in point (a) of paragraph 2.

4. Without prejudice to the application of Article 24 of
Directive 2004/109/EC, a parent undertaking of a management
company or of an investment firm shall be able to demonstrate
to the competent authority of the home Member State of the
issuer on request that:

(a)

the organisational structures of the parent undertaking and
the management company or investment firm are such that
the voting rights are exercised independently of the parent
undertaking;

(b) the persons who decide how the voting rights are to be

exercised act independently;

(c)

its management
if the parent undertaking is a client of
company or investment firm or has holding in the assets
managed by the management company or investment firm,
there is a clear written mandate for an arms-length
customer relationship between the parent undertaking and
the management company or investment firm.

and

firm must

undertaking

the management

The requirement in point (a) shall imply as a minimum that the
or
parent
investment
and
procedures reasonably designed to prevent the distribution of
information
the
management company or investment firm in relation to the
exercise of voting rights.

established written policies

undertaking

company

between

parent

and

the

(a) of paragraph 1,

For the purposes of point

‘direct
5.
instruction’ means any instruction given by the parent under-
taking, or another controlled undertaking of the parent under-
taking, specifying how the voting rights are to be exercised by
the management company or investment
firm in particular
cases.

Article 11

Types of financial instruments that result in an entitlement
to acquire, on the holder’s own initiative alone, shares to
which voting rights are attached

(Article 13(1) of Directive 2004/109/EC)

13(1)

purposes
transferable

of Article
securities; and options,

1.
the
For
of Directive
2004/109/EC,
futures,
forward rate agreements and any other derivative
swaps,
contracts, as referred to in Section C of Annex I of Directive
2004/39/EC, shall be considered to be financial
instruments,
provided that they result in an entitlement to acquire, on the
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.

The instrument holder must enjoy, on maturity, either the
unconditional right
to acquire the underlying shares or the
discretion as to his right to acquire such shares or not.

A formal agreement means an agreement which is binding
under the applicable law.

purposes
the holder

2.
the
For
2004/109/EC,
financial
relating to the same underlying issuer.

of Directive
and notify all
instruments within the meaning of paragraph 1

of Article
shall

aggregate

13(1)

The notification required under Article 13(1) of Directive

3.
2004/109/EC shall include the following information:

(a)

the resulting situation in terms of voting rights;

(b) if applicable, the chain of controlled undertakings through

which financial instruments are effectively held;

(c)

the date on which the threshold was reached or crossed;

(d) for instruments with an exercise period, an indication of the
date or time period where shares will or can be acquired, if
applicable;

(e) date of maturity or expiration of the instrument;

‘Indirect instruction’ means any general or particular instruction,
regardless of the form, given by the parent undertaking, or
another controlled undertaking of the parent undertaking, that
limits the discretion of the management company or investment
firm in relation to the exercise of the voting rights in order to
serve specific business interests of the parent undertaking or
another controlled undertaking of the parent undertaking.

(f)

identity of the holder;

(g) name of the underlying issuer.

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For the purposes of point (a), the percentage of voting rights
shall be calculated by reference to the total number of voting
rights and capital as last disclosed by the issuer under Article 15
of Directive 2004/109/EC.

Security of receipt shall be ensured by remedying as soon as
possible any failure or disruption in the communication of
regulated information.

4.
The notification period shall be the same as laid down in
Article 12(2) of Directive 2004/109/EC and the related imple-
menting provisions.

The issuer or the person who has applied for admission to
trading on a regulated market without
the issuer's consent
shall not be responsible for systemic errors or shortcomings
in the media to which the regulated information has been
communicated.

5.
the
The notification shall be made to the issuer of
underlying share and to the competent authority of the home
Member States of such issuer.

If a financial instrument relates to more than one underlying
share, a separate notification shall be made to each issuer of the
underlying shares.

Regulated information shall be communicated to the
5.
media in a way which makes clear that the information is
regulated information,
identifies clearly the issuer concerned,
the subject matter of the regulated information and the time
and date of the communication of the information by the issuer
or the person who has applied for admission to trading on a
regulated market without the issuer's consent.

Article 12

Minimum Standards

(Article 21(1) of Directive 2004/109/EC)

The dissemination of

1.
the
purposes of Article 21(1) of Directive 2004/109/EC shall be
carried out
in compliance with the minimum standards set
out in paragraphs 2 to 5.

regulated information for

Upon request, the issuer or the person who has applied for
the
admission to trading on a regulated market without
issuer's
to the
able
competent authority, in relation to any disclosure of regulated
information, the following:

to communicate

shall be

consent

(a)

the name of the person who communicated the information
to the media;

Regulated information shall be disseminated in a manner
2.
ensuring that it is capable of being disseminated to as wide a
public as possible, and as close to simultaneously as possible in
the home Member State, or the Member State referred to in
Article 21(3) of Directive 2004/109/EC, and in the other
Member States.

(b) the security validation details;

(c)

the time and date on which the information was commu-
nicated to the media;

Regulated information shall be communicated to the

3.
media in unedited full text.

(d) the medium in which the information was communicated;

However, in the case of the reports and statements referred to
this
in Articles 4, 5 and 6 of Directive 2004/109/EC,
requirement shall be deemed fulfilled if
the announcement
relating to the regulated information is communicated to the
media and indicates on which website, in addition to the offi-
cially appointed mechanism for the central storage of regulated
information referred to in Article 21 of
the
relevant documents are available.

that Directive,

4.
Regulated information shall be communicated to the
media in a manner which ensures the security of the commu-
nication, minimises
and
risk
unauthorised access, and provides certainty as to the source
of the regulated information.

corruption

data

the

of

(e)

if applicable, details of any embargo placed by the issuer on
the regulated information.

Article 13

Requirements equivalent to Article 4(2)(b) of Directive
2004/109/EC

(Article 23(1) of Directive 2004/109/EC)

A third country shall be deemed to set requirements equivalent
to those set out in Article 4(2)(b) of Directive 2004/109/EC
where, under the law of that country, the annual management
report is required to include at least the following information:

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its position,

(a) a fair review of the development and performance of the
issuer’s business and of
together with a
description of the principal risks and uncertainties that it
faces, such that the review presents a balanced and compre-
hensive analysis of the development and performance of the
issuer’s business and of its position, consistent with the size
and complexity of the business;

(b) an indication of any important events that have occurred

since the end of the financial year;

(c)

indications of the issuer’s likely future development.

The analysis referred to in point (a) shall, to the extent necessary
for an understanding of the issuer’s development, performance
or position, include both financial and, where appropriate, non-
financial key performance indicators relevant to the particular
business.

Article 14

Requirements equivalent to Article 5(4) of Directive
2004/109/EC

or persons within the issuer are responsible for the annual and
half-yearly financial
the
following:

information, and in particular

for

(a)

compliance of

the
reporting framework or

financial

statements with the
accounting

set of

the
applicable
standards;

(b) the fairness of

the management review included in the

management report.

Article 16

Requirements equivalent to Article 6 of Directive
2004/109/EC

(Article 23(1) of Directive 2004/109/EC)

A third country shall be deemed to set requirements equivalent
to those set out in Article 6 of Directive 2004/109/EC where,
under the law of that country, an issuer is required to publish
quarterly financial reports.

(Article 23(1) of Directive 2004/109/EC)

Article 17

A third country shall be deemed to set requirements equivalent
to those set out in Article 5(4) of Directive 2004/109/EC where,
under the law of that country, a condensed set of financial
statements is required in addition to the interim management
report, and the interim management report
is required to
include at least the following information:

(a) review of the period covered;

(b) indications of the issuer’s likely future development for the

remaining six months of the financial year;

(c)

for issuers of shares and if already not disclosed on an
ongoing basis, major related parties transactions.

Article 15

Requirements equivalent to Article 4(3) of Directive
2004/109/EC

(Article 23(1) of Directive 2004/109/EC)

A third country shall be deemed to set requirements equivalent
to those set out in the first subparagraph of Article 4(3) of
Directive 2004/109/EC where, under the law of that country,
the provision of individual accounts by the parent company is
not required but the issuer whose registered office is in that
third country is required, in preparing consolidated accounts, to
include the following information:

(a)

for issuers of shares, dividends computation and ability to
pay dividends;

(b) for all issuers, where applicable, minimum capital and equity

requirements and liquidity issues.

Requirements equivalent to Articles 4(2) and 5(2)(c) of
Directive 2004/109/EC

(Article 23(1) of Directive 2004/109/EC)

A third country shall be deemed to set requirements equivalent
to those set out in Articles 4(2)(c) and 5(2)(c) of Directive
2004/109/EC where, under the law of that country, a person

For the purposes of equivalence, the issuer must also be able to
provide the competent authority of the home Member State
with additional audited disclosures giving information on the
individual accounts of the issuer as a standalone, relevant to the
elements of information referred to under points (a) and (b).
Those disclosures may be prepared under
the accounting
standards of the third country.

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Article 18

Requirements equivalent to Article 4(3), second
subparagraph, of Directive 2004/109/EC

(Article 23(1) of Directive 2004/109/EC)

A third country shall be deemed to set requirements equivalent
to those set out in the second subparagraph of Article 4(3) of
Directive 2004/109/EC in relation to individual accounts where,
under the law of a third country, an issuer whose registered
office is in that third country is not required to prepare conso-
individual
lidated accounts but
accounts
accounting
standards recognised pursuant to Article 3 of Regulation (EC)
No 1606/2002 of
the
Council (1) as applicable within the Community or with third
country national accounting standards equivalent
to those
standards.

is
accordance with

the European Parliament and of

required to prepare its

international

in

For the purposes of equivalence, if such financial information is
not in line with those standards, it must be presented in the
form of restated financial statements.

In addition, the individual accounts must be audited indepen-
dently.

Article 19

Requirements equivalent to Article 12(6) of Directive
2004/109/EC

(Article 23(1) of Directive 2004/109/EC)

A third country shall be deemed to set requirements equivalent
to those set out in Article 12(6) of Directive 2004/109/EC
where, under the law of that country, the time period within
which an issuer whose registered office is in that third country
must be notified of major holdings and within which it must
disclose to the public those major holdings is in total equal to
or shorter than seven trading days.

The time frames for the notification to the issuer and for the
subsequent disclosure to the public by the issuer may be
different from those set out in Articles 12(2) and 12(6) of
Directive 2004/109/EC.

under the law of that country, an issuer whose registered office
is in that third country is required to comply with the following
conditions:

(a)

in the case of an issuer allowed to hold up to a maximum
of 5 % of its own shares to which voting rights are attached,
threshold is
it must make a notification whenever that
reached or crossed;

(b) in the case of an issuer allowed to hold up to a maximum
of between 5 % and 10 % of its own shares to which voting
rights are attached, it must make a notification whenever a
5 % threshold or that maximum threshold is reached or
crossed;

(c)

in the case of an issuer allowed to hold more than 10 % of
its own shares to which voting rights are attached, it must
make a notification whenever the 5 % threshold or the 10 %
threshold is reached or crossed.

For the purposes of equivalence, notification above the 10 %
threshold need not be required.

Article 21

Requirements equivalent to Article 15 of Directive
2004/109/EC

(Article 23(1) of Directive 2004/109/EC)

A third country shall be deemed to set requirements equivalent
to those set out in Article 15 of Directive 2004/109/EC where,
under the law of that country, an issuer whose registered office
is in that third country is required to disclose to the public the
total number of voting rights and capital within 30 calendar
days after an increase or decrease of such total number has
occurred.

Article 22

Article 20

Requirements equivalent to Articles 17(2)(a) and 18(2)(a)
of Directive 2004/109/EC

Requirements equivalent to Article 14 of Directive
2004/109/EC

(Article 23(1) of Directive 2004/109/EC)

A third country shall be deemed to set requirements equivalent
to those set out in Article 14 of Directive 2004/109/EC where,

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

(Article 23(1) of Directive 2004/109/EC)

A third country shall be deemed to set requirements equivalent
to those set out in Article 17(2)(a) and 18(2)(a) of Directive
2004/109/EC, as far as the content of the information about
meetings is concerned, where, under the law of that country, an
issuer whose registered office is in that third country is required
to provide at least information on the place, time and agenda of
meetings.

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Article 23

Equivalence in relation to the test of independence for
and
parent undertakings of management

companies

investment firms

(Article 23(6) of Directive 2004/109/EC)

1.
A third country shall be deemed to set conditions of
independence equivalent to those set out in Article 12(4) and
(5) of that Directive where, under the law of that country, a
management company or investment
firm as referred to in
Article 23(6) of Directive 2004/109/EC is required to meet
the following conditions:

(a)

the management company or investment firm must be free
in all situations to exercise,
its parent
undertaking,
the voting rights attached to the assets it
manages;

independently of

(b) the management

company or

firm must
disregard the interests of the parent undertaking or of any
other controlled undertaking of
the parent undertaking
whenever conflicts of interest arise.

investment

The parent undertaking shall comply with the notification
this

2.
requirements laid down in Article 10(2)(a) and (3) of
Directive.

In addition, it shall make a statement that, in the case of each
management company or
the
parent undertaking complies with the conditions laid down in
paragraph 1 of this Article.

firm concerned,

investment

Article 24

Transposition

1. Member States shall bring into force the laws, regulations
and administrative provisions necessary to comply with this
Directive by 12 months after date of adoption at the latest.
They shall
forthwith communicate to the Commission the
text of those provisions and a correlation table between those
provisions and this Directive.

When Member States adopt those provisions, they shall contain
a reference to this Directive or be accompanied by such a
reference on the occasion of their official publication. Member
States shall determine how such reference is to be made.

2. Member States shall communicate to the Commission the
text of the main provisions of national law which they adopt in
the field covered by this Directive.

Article 25

This Directive shall enter into force on the 20th day following
its publication in the Official Journal of the European Union.

Article 26

This Directive is addressed to the Member States.

Done at Brussels, 8 March 2007.

3. Without prejudice to the application of Article 24 of
Directive 2004/109/EC, the parent undertaking shall be able
the home
to demonstrate to the competent authority of
Member State of the issuer on request that the requirements
laid down in Article 10(4) of this Directive are respected.

For the Commission

Charlie McCREEVY
Member of the Commission