CELEX: 51976PC0565
Language: en
Date: 1976-11-03
Title: Amended proposal for a Directive coordinating the conditions for the admission of securities to official stock exchange quotation (presented to the Council by the Commission in application of Article 149, para. 2)

ARCHIVES HISTORIQUES
DE LA COMMISSION
COLLECTION RELIEE DES
DOCUMENTS "COM"
COM (76) 565
Vol. 1976/0173
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 ---pagebreak---                                                     ιοτΠ
                          W'J     .¿.i
                                             COM(76)565 final
                                             Brussels , 3 Noverr.be r 197$
                                             ' V  '    .
                    Amended proposal for a Directive coordinating
                    the conditions for the admission of securities
                          to official stock exchange quotation
\ ·.
                                           \
                        ( presented to the Council by the Commission
                          in application of Article 149 , para . 2 )
                         - /
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     COM ( 75 ) 565 final
 ---pagebreak--- Original proposal                      ITew version
Proposal for a directive               Amended proposal for a directive
 coordinating the conditions for the   coordinating the conditions for the
admission of securities to official    admission of securities to official
 steel: exchange quotation             stock exchange quotation
    THE COUNCIL OF T3E EURCPEAII       vj.ichar.ged
 COKiUITITÏES ,
    Having regard to the Treaty
establishing the European Economic
Community and s in particular
Article 54 ( 3 ) (g ) v
    Having regard to the Proposal from
the Commission ,
    Having regard tc the Opinion of
the European Parliament ;
 ~ Having regard to the Opinion of
the Econonic. and Social Committee ,
    Whereas the Sixth Council          unchanged
Directive No .... of .... on the
coordination of the safeguards
required in the Member States tc
protect the interests both of members
and of third parties concerning the
content , checking and distribution
of the prospectus to be published
when securities issued by companies
within the meaning cf the second
paragraph of Article 58 of the Treaty
are admitted to official stock
exchange quotation , and the Council
Recommendation , of the same date ,
have as -.heir object the alignment
of the safeguards provided for the
 ---pagebreak---                                    - 2 -
protection of the interests of      .
ir.vest rs ; whereas they are else
designed to facilitate the admission
of securities from the same icsuer
to official quotation on several
stock exchanges situated in the
various Member States , and whereas ,
therefore , they contribute towards
the establishment of a European
capital market ;
    Whereas the coordination of the      unchanged
conditions for the admission or
introduction of securities to the
same official quotation on stocl:
exchanges has the same objectives
and therefore follows logically the
introduction of a Community prospectus
for admission to quotation ;
    Whereas the ccordina+ion is such     unchanged,
as to make equivalent the protection
of investors at Community level , by
virtue of the more uniform safeguards
which it will provide for them in
each Member State ;  whereas it will
facilitate the admission to official
quotation of securities originating
in other Member States and the
quotation of the same security on          -
several stock exchanges in the
Community ;  whereas consequently it
vrill allow greater interpenetration .
of national securities markets ;
    Whereas during the initial stage    unchanged
the coordination should be
sufficiently flexible to take account
 ---pagebreak--- of the current divergences between
the structures of securities markets
in the Member States ;    whereas such
flexibility is , moreover , necessary
to enable the Member States to take
account of the particular situations,
with which they would be confronted ;
    I'Jhercas for these reasons         unchanged
harmonization should be United in
this first stage to the establishment
of minimum conditions for the
admission of securities to official
quotation on stock exchanges of
Meir.be r States ;
    Whereas although this proposal      unchanged
therefore does not provide for full
coordination of the conditions for
adr.ission to quotation , it nevertheless
constitutes a first step towards     •
subsequent closer alignment of the
regulations of the Member States in
this field :
    HAS A30PTZD THIS DIRECTIVE :        unchanged
 ---pagebreak---               Section I t General provisions and field of application
  Article 1
       The Member States shall make the    unchanged
  admission or introduction of
  securities to official quotation on
  a stock exchange situated within
  their territory subject to the
  provisions of Articles 3 to 19
. inclusive of this Directive .
  Article 2                                Article 2
       For the purposes of this            unchanged
  Directive :
  ( a ) " open-end collective investment   " collective investment undertakings"
        undertakings" shall mean           shall mean investment companies
        investment companies and unit      and unit trusts whose securities
        trusts whose securities are or     are or have been issued
        have been issued continuously or   continuously or in closely spaced
        in closely spaced blocks and/or    blocks and/or are at the request of
        are at the request of the          the holders repurchased or redeemed ,
        holders repurchased or redeemed ,  directly or indirectly , from the ,
        directly or indirectly , from the  assets of these undertakings ;
        assets . of these undertakings ;
  (b ) " closed investment companies"      (b ) deleted
        shall mean investment companies
        other than those referred to in
     . ( a ) above ;
  ( c ) "unit of account " shall mean the ( c ) "unit of account " shall mean the
        unit of account as defined by           unit of account as defined by the
        the decision of the Commission          Commission Decision of
        of 18 December 1975 ( l )«              13 December 1975 ( l ) or by any
                                                subsequent Commission Decision
                                                modifying or replacing the said ^
                                                Decision of 18 December 1975 .
  ( 1 ) O.J , No , L 237 , 19.12.1975
 ---pagebreak---                                       - 5 -
Article 3                                Article 3
1.   Securities issued by open- -end     imohrjigea
collective investnent undertakings
shall not fall v:it.h.in the scope of
this   Directive .
2.   This 'directive shall also not      2.                       als not
                                             This Directive shall also
relate to the adnission of               relate to the admission of
securities issued "by a Member State     securities issued by a Member
                                                                Membe State
or its regional and local                to official quotation on a .stock
                                                                    ,s
authorities to official quotation on     exchange situated within its
a stock exchange situated within the     territory .
territory cf that Member State .
Article .1                               Article 4
1.   The acbiiscion of securities to     unchanged
official steel: exchrvnge quotation
shall be subject to the conditions
listed in Schedules A and B , annexed
to this Directive    which relate to
shares and debt securities •
respectively .
2.   The issuers of a security           unchanged
admitted to official quotation shall
observe the obligations listed in
Schedules C and D , annexed to this
Directive   which relate to shares
and debt securities respectively .
3.   Certificates representing shares    3.  Certificates representing shares
may be admitted only if the issuer       may be admitted only if the issuer
of the shares represented fulfils        of the shares represented fulfils the
the conditions provided for in           conditions provided for in Schedule A ,
Schedule A , points 1.1 to 1.3 ana if    points I. 1 to 1.3 A  and if the'
the certificates representing the        certificates representing the shares
 ---pagebreak--- shares fulfil the conditions          fulfil the conditions provided for
provided for ir> Schedule A , point's in Schedule A, points II . 1 to 11*6 ,
11,1 to 11,6 .
4.  The issuer of certificates        unchanged
representing shares admitted to
official quotation shall ensure
that the obligations provided for
in Schedule C f points 2 to 3 , are
observed and provide , on the shares
represented and their issuer , all
the information required by
Schedule C , points 3 to 6 .
Article 5                             Ar+icle 5
1.  Subject to the prohibition        1»  Subject to the prohibitions .
provided for in Article S and those   provided for in Articles 6 and 8 ( l )
provided for in Schedules A and 33 ,  and in Schedules A and B , the Member
the Member States may make the        States may make the admission of
admission of securities to official   securities to official quotation
quotation subject to more rigorous    subject to more rigorous conditions
conditions than those listed in       than those listed in Schedules A and
Schedules A and B or to additional    B or to additional conditions ,
conditions , provided that they are   provided that they are of general
of general application and that       application and that they have been
they have been publicly brought       publicly brought into force prior
into force prior to the request for   to the request for admission to
admission to official quotation to    official quotation to which they
which they relate .                   relate .
2.  The Member States may , within    unchanged
the same limits as these provided
for in paragraph 1 above , make the
issuers of a security admitted to
official quotation subject to more
 ---pagebreak---                                     - 7 -
rigorous obligations than those
listed in Schedules C and D or to
additional obligations .
Article 6                                unchanged
     The Member States shall not make
the admission to official quotation
of securities subject to the
condition that these securities be
admitted to official stock exchange
quotation in a Member State .
Article 7                                 unchanged
     Where a Member State applies one
of the o tional derogations provided
for in Schedules A and B to the
conditions for admission to official
quotation listed there , this
application shall be general .
Article u
1 « . The Member States shall waive       1,        The Member States shall waive
application of the conditions              t Ik condit i oris           ~ I -- ' •
provided for in Schedule B s              provided for in Schedule B , Section
Section A.I ( legal position of the       A.I ( legal position of the under­
undertaking - capacity of the             taking - capacity of the undertaking
undertaking to meet its commitments )     to meet its commitments ), any
where a request for admission to         additional or more rigorous
official quotation is made for debt      conditions Ivll i nci within
securities issued by :                 ■
                                         the scope of the- said Section A„I snrt
                                                                 " 1 T"
                                         tb ? oblioat ion
                                        " UJr"1 " – "J                             – ». l ». •
                                          provided for in Schedule B , point
                                          A» 3 ( oont inuing infornat ion ) inhere a
                                          request for admission to official
                                          quotation is made for debt securities
                                          issued by :
                                                                                    •A
                                            only affectinc. the English text
 ---pagebreak---                                        δ -
 (a ) public bodies of a Member State   unchanged
      which enj oy a State monopoly
      in the exercise of their
      activities ;
 (t>) financial institutions of a       unchanged
      Member State which issue on tap
      or as repeat issues debt
      securities admitted to official
      quotation , on condition that
      these financial institutions are
      subject to a public statute or
      to public supervision ensuring
      the protection of the investor .
2 . The Member States may waive         deleted
application of the obligation
provided for under Schedule D ,
point A. 3 ( continuing information)
where an application for admission
to official quotation is made for
debt securities issued by the bodies
or institutions referred to in
paragraph 1 above ,
3.    The Member States may waive       unchanged
                   the conditions
provided for under Schedule B ,
Section A.I ( legal position of     ~
 ---pagebreak---                                     - 9 -
 quotation is made for debt .
 securities issued by undertakings
which are from a Member State and
whose borrowings and interest pay­
ments are fully , unconditionally and                                           '
 irrevocably guaranteed by a Member
 State .
4.    Where a Member State applies one   4«   Where a Member State applies one
of the optional derogations provided      of the optional derogations provided
for in paragraphs 2 and 3 above , this    for in paragraph 3 above , this
application shall be general .            application shall be general .
    Section II : Methods of control and powers of the competent authorities
Article 9                                unchanged                        . '
1.    The Member States shall designate
the competent national authority or
authorities to decide on the
admission of securities to official
quotation on a stock exchange
situated within their territory .
They shall inform the Commission
accordingly , indicating , if
appropriate , how the powers have
been allocated .        '
2#   The competent authorities may                                            ^
admit a security to .official
quotation only where they are
satisfied that at least all the
requirements imposed by this
Directive are complied with.'
3»   The competent authorities shall
be invested with all the authority
and all the powers of verification
necessary for their work .   They shall
have in particular the authority to
require the issuer for whose
 ---pagebreak---                                                                       f
                                    - 10 -
securities admission to ofucial
quotation is sought , to furnish any
information and. produce any documents
and certificates which they consider
necessary in order to decide on this
application. For the sane purpose , they
shall also he empowered to require any
audits or inspections which they con­
sider appropriate . They must also have
authority to check that an issuer meets
the conditions provided for in Article
8 of this Directive with a view to
obtaining the exemptions provided for
in that Article .
Article 10                              Article 10
1 . In the event of the rejection of        In the event of the rejection of
an application for admission of a       an application for admission of a
security to official quotation , the    security to official quotation , the
competent authorities shall give        competent authorities shall give
explicit reasons for this decision      explicit reasons for this decision
to the applicant .                      to the applicant .
2 . Each Member State shall provide     Deleted ( see new Article 16
for a right of appeal to the courts
against a decision to refuse an
application .
Article 11                              Article 11
    notwithstanding Articles 5 and 10       Notwithstanding Article 5 » the
                \                                           '            •
respectively , the Member States may    Member States may invest the. competent
invest the competent authorities with   authorities with powers , to be invoked
powers , to be invoked only for the     only for the purpose of protecting the
purpose of protecting the investor :    investor, to make an application for
(a ) to make an application for the     the admission of a security to
     admission of a security to         official quotation subject , to any .
     official quotation subject to any special condition which they consider
     special condition which they       appropriate and of which the applicant
     consider appropriate and of      : has been explicitly infornf?rf end for
     Which the applicant has been        which full reasons have been given .
     explicitly informed ;                          r •       v; « •        ,
                                                                          •/.
 ---pagebreak---                                     - 11 -
(b ) to reject aji application for the     deleted
     admission of a security to
     official quotation without giving
     explicit reasons for the rejection
     to the applicant .
Article 12                                 Article 12
    The competent authorities may not          The competent authorities may
admit to official quotation a security    not admit to official quotation a
already officially quoted in another       security already officially quoted
Member State , where the issuer is         in another Member State , where the
failing to comply with the                 issuer is failing to comply , in
obligations resulting from admission       that other Member State , with the
in that other Member State ,                obligations under this Directive .
           \
Article 13                                 Article 13
The competent authorities shall            The competent authorities shall
inform the public where an issuer of       inform the public of any serious
officially quoted securities is             fa 'lure by an issuer of officially
failing to comply with the obliga­         quoted securities to - comply with the
tions resulting from admission#            obligations resulting from
                                           admission .
Article 14                                Article L*
1»   The competent authorities            unchanged
shall request an issuer whose
securities are admitted to official
quotation to provide them without
delcy with all the information which
they consider appropriate in order to
protect the investor and ensure the ■
smooth operation of th-3 market . The
issuer shall be required to provide
this information to the competent
authorities .
 ---pagebreak---                                      - 12 -
2 . In the case referred to in parar-       2.  In the case referred to in
graph 1 above and , more generally ,        paragraph 1 above and , more
where the competent authorities             generally , where the competent
consider that particular circumstances      authorities consider that
resulting from the situation or             particular circumstances resulting
operations of the issuer or from the        from the situation or operations of
dealings in his officially quoted           the issuer or from the dealings in
securities require certain informa­         his officially quoted securities
tion to "be passed on to the public ,       require certain information to be
they shall invite the issuer to             passed on to the public , they shall
publish this information in the form        invito the issuer to publish this
and within the time-limits which they       information in the form and within
consider appropriate and ^ if necessary, the time-limits which they con­
shall act in place of the issuer so         sider appropriate , provided that
as to ensure such publication under         such publication does not involve
conditions of professional secrecy .        the disclosure of information
                                                –––u––i     <–n m «m i    –
                                            covered by cusiness secrecy ,
Article 15                                  unchanged
1.  The competent authorities may
suspend a quotation , where the
smooth operation of the market is
or may become temporarily jeopardized ,
or where such suspension is in the
interest of the investor .
2.  The competent authorities may
discontinue a quotation altogether ,
where they are convinced that ,
because of particular circumstances ,
normal and regular dealings in the
relevant security are not possible .
 ---pagebreak---                                     - 13 -
Article 16
   The competent authorities may , in .   unchanged
exceptional cases , establish official
quotation of a security without
application where there is in fact
a market in the security , if it is
in the interest of the investor to
make the relevant dealings subject to
the disciplines and controls of
official quotation .
                                           Article lo â
                                              Each Member State shall make pro­
                                            vision for issuers to bring appeal
                                           proceedings before the courts
                                           against decisions taken by the
                                           competent authorities under
                                           Articles 10 . 15(2 ) and lo .
Article 17                                unchanged
   Tfhere application for admission
relates to certificates representing
shares , the application shall be
considered only if the competent
authorities take the view that the
issuer of these certificates provides
proper safeguards for the protection
of the investor .                                                         ,
Section III ;  Methods of publishing the information to be made available
               to the pv.blic
Article 18                                unchanged
1.  The information which issuers of
a security admitted to official
quotation on a stock exchange situated
within a Member State are required to
 ---pagebreak---                                     - 14 -
 make available to the public m
 accordance with the provisions of
 Schedules C and D shall be published
 in one or more newspapers distributed
 throughout the country or shall be
 made available to the public in the
 form of notices to be displayed in
 places indicated by announcements to
 be published in one or more newspapers
 distributed throughout the country ,
 2.  The information referred to in
 paragraph 1 above shall be published
 in the language or languages of the
'Member State in which this information
 must be made public .
        Section IV ; Procedures for cooperation between Member States
 Article 19                                Article 19
 1.  IJhere official quotation of a        1.                  quotatio of a
                                               IJhere official quotation
 security is applied for simultaneously    security is applied for at close
 in respect of several stock exchanges     intervals in respect of several
                                                                    sev
 situated in different Member States ,     stock exchanges situated in different
 the competent authorities of the                              competen
                                           Member States , the competent
 Member States concerned shall establish authorities of the Member States
                                                                       S
 between themselves all the contacts       concerned shall establish between
                                                                       b
 necessary to ensure maximum               themselves all the contacts •
 coordination of the conditions and        necessary to ensure maximum       v
 formalities required for the admission    coordination of the conditions
                                                                conditi    and
 of the security concerned .               formalities required for the
                                                                      th
                                           admission of the security concerned .
                                                                    ./■
 ---pagebreak---  2 , - In the event of an application     unchanged
"being made for the admission to
 official quotation on a stock exchange
 situated within a Member State of a
 security admitted to official quotation
 in another Member State , the competent
 authorities of the Member State where
the request is made shall contact the
 competent authorities of the Member
 State in which the security is already
 mooted with the aims , in particular ,
 of simplifying as far as possible the
 conditions and formalities required
for the admission of the security
 concerned and of ensuring that the
 issuer carries out the obligations
 incumbent upon him by virtue of the
 admission of that security to official
 quotation .
 3.    In the event of admission to       3.  In the event of admission to
 official quotation on a stock echange    official quotation on a stock exchange
 situated within a Member State being     situated within a Member State being
 sought for a security for which          sought for a security for which ad­
admission to official quotation on a      mission to official quotation on a
 stock exchange situated within another stock exchange situated within
Member State has been refused , the       another Member State has been refused
 competent authorities of the Member      during the last three years , the
 State in which the application has       competent authorities of the Member
been made shall asked the competent       State in which the application has
authorities in the other Member State     been made shall ask the competent
to give the reasons for this refusal .    authorities in the other Member
The competent authorities questioned      State to give the reasons for this
 shall communicate these reasons xfithout refusal . The competent authorities
delay ; the reasons shall be              questioned shall communicate these
 communicated in such a way as to comply reasons without delay ; the reasons
with the requirements of professional     shall be communicated in such a wry
 secrecy .                                as to comply with the requirements
                                          of professional secrecy .
 ---pagebreak---                                       - 16 -
      Where official quotation of a             Where official quotation of a
security is applied for simultaneously       security is applied for at close
in respect of several stock exchanges        intervals in respect of several
situated in different Member States ,        stock exchanges situated in
any competent authority intending to         different Member States , any
refuse the application shall without         competent authority intending to
delay inform the competent authorities       refuse the application shall
of the other Member States concerned         without delay inform the competent
of this intention and of the reasons         authorities of the other Member
for it ; the reasons shall be                States concerned of this intention
communicated in such a way as to             and of the reasons for it ;   the
comply with the requirements of              reasons shall be communicated in
professional secrecy .                       such a way as to comply with the'
                                             requirements of professional
                                             secrecy .
4. In order to allow the competent           unchanged
authorities to exercise the powers
provided for in this Article , any
applicant for the admission of a
 security to official quotation on a
 stock exchange situated within a
Member State must state whether a
 similar application is being or has
already been made in another Member
St at e .
                          Section VÎ   Contact Committee
Article 20                                   unchanged
1.     A Contact Committee shall be set
up attached to the Commission.       Its
function shall be :
 ( a ) to facilitate , without prejudice
       to the provisions of Articles 169
       and 170 of the EEC Treaty , harmon­
       ized application of the directive
       through regular meetings dealing in
       particular with practical problems
' ' • arising ;
 ---pagebreak---                                                       t:,
                                                       •Λ-ν
                                       - 17
(b ) to facilitate the establishment .
      of a concerted attitude between
      the Member States cn the more
      rigorous or additional conditions
      and obligations which they nay-
      require pursuant to Articb 5 of
      this directive and on the
      information received by the
      Commission pursuant to Article 22 ;
( c ) to advise , if necessary , the
      Commission on the supplements ,
      amendments or adjustments to be
      made to the directive pursuant
      to Article 21 .
2,    The Contact Committee shall be
composed of representatives of the
Member States arid representatives
of the Commission .     The Chairman
shall be a representative of the
Commission .     The Commission 's servioes
shall provide the Secretariat .
3.    The Committee shall be convened
by the Chairman , either on his own
initiative or at the request of one
of the members .
Article 21 ,                                unchanged
1.    For the purpose of adjusting , in
the light of the requirements of the
economic situation , the minimum
market capitalization provided for
in the first paragraph of Schedule A ,
point I , 2 , . the representative of
the Commission shall submit to the
Committee proposals for the measures
to be taken .     The Committee shall
deliver its opinion within the
period laid down by the Chairman .
 ---pagebreak---                                       - 18 -
Its decisions shall require forty-
three votes in favour , the votes of
the Member States being weighted as
provided for in Article 14 of the
Act concerning the Conditions of
Accession and the Adjustments to the
Treaties .
2 , ( a ) The Commission shall adopt the
measures envisaged where these are
in accordance with the opinion of the
Committee *
    (b ) VJhere the measures envisaged
are not in accordance with the opinion
of the Committee or where the Committee
has not delivered an opinion , the
Commission shall without delay lay
before the Council a proposal
concerning the measures to be taken.
The Council shall act by a qualified
majority .
      ( c ) Where the Council fails to
act within three months of receipt of
a proposal , the measures proposed
shall be adopted by the Commission .
Article 22                                   Article 22
1.    The competent authorities shall        1.  The competent authorities shall–
be required to inform the Commission         be required to inform the
of any decision , together with the          Commission of any decision , together
reasons , to refuse an application for       with the reasons , to refuse an
admission to official quotation on a         application for admission to
stock exchange situated within their         official quotation on a stock
territory of a security issued within        exchange situated within their
another Member State ,                       territory of a security issued
                                             within another Member State .   In
                                             the same way , the conpeterf '
                                             authorities shall inform the
 ---pagebreak---                                     - 19 -
                                           Commission of any decision to
                                           suspend or terminate the listing of
                                           a security ac"nitte:1 to offi ci al  ,
                                           quotation on a stock exchange ■
                                           situated within their territory ,
                                          together with the reasons therefor *
2.  The Commission shall inform the        2.   The Commission shall communicate
Contact Committee of this refusal .       these decisions to the Contact
The deliberations of the Committee         Committee .  Any discussion by the
on the matter shall be covered by          Committee of such a communication
the obligation of professional             shall "be covered by the obligation
secrecy .                                  of professional secrecy .
                       Section VI :   Final provisions              - • :
                                           Article 22 " A
                                              Within four years of the entry
                                           into force of this Di recti ve / : the
                                           Commission shall submit to the      Council
                                            a proposal for a Directive?" dealing
                                          with a sco^d stage of coordination
                                           of listing conditions , with the aim
                                           of ensuring that the admission of
                                           a security to official quotation on
                                           a stock exchange situated in one
                                          Member State will entitle it to be
                                           admitted to official quotation on
                                          the other stock exchanges of the
                                           Community .
              f                            This proposal for n Directive shal-t
                                           also deal with the coordination of
                                          .fornal admission procedures .
Article 23                                unchanged
1.  Within twelve months of
notification to thec of this
Direct ive, the Member States shall
put into effect all measures
                                                                          •/.
 ---pagebreak---                                        - 20 -
necessary for' complying with its
provisions and shall inform the
Commission immediately of such
measures *
2 , : * The Member States shall cotnmuni-
cate to the Commission the texts of
the essential provisions of national
law. which they adopt in the areas
covered by this Directive .
Article 24                                  unchanged
        This Directive is addressed to the
Ileaber States .
        For the Council
        The President
 ---pagebreak---                       i
                      É
                                                 - 21 -
                                                                           nrwx. i
                                              SCHEDULE A
                  C0KDITI0T7S FOR TITE AITZSSIOIT OF SIIAITE5 TO OFL'TCTAL
                      QUOTATION ON STOCK EXCHANGES CF MEMBER STATES
                                OF THE ETJROPEALT COiifTU^ITIES
                                mU.iwiMM nn – li IM              im »
I.   Conditions relating to companies f ~r -whose shares quotation is sought
1.  Legal position of the company                     1 # Legal position of the company
    The legal position of tlie company                unchanged
must be in conformity with the laws
and regulations to which it is subject,
as regards both its formation and its
operation under the memorandum and
articles of association .
    Proof that this condition is                          This condition is deemed to be
fulfilled need not be provided where                  fulfilled where securities of the
securities of the company are already                 company are already officially quoted
officially quoted on the same stool:                  on the seme stoc1 : exchange ^
exchange .
2.  Mir.ir-'.un ■ capital of company                  unchanged'
    The foreseeable market , capital­
ization of the- -shares for which
admission is sought , or , - if it is
impossible to establish this amount ,
the net assets of the company must
be at least one million units of
account .
    Member States may , however , by
                   •V
way of derogation from the first
paragraph , provide that shares may                           ,
be admitted to official quotation
even when the condition laid down in                                                    ,
that paragraph is not fulfilled ,
provided that the competent
                                                                                     /•
 ---pagebreak---                                    - 22 -
authorities have ascertained that
there will "be an adequate market for '
these shares *    .
    A higher expected market
capitalization or higher net assets
may he required by a Member State
for admission to official quotation '
only if another regulated , recognized
and open market exists in this State
which operates normally and has less
stringent requirements in this natter
than those referred to in the first
paragraph .
    The condition laid down in the
first paragraph is not applicable in
the case of the admission to official
quotation of a further block of
shares of the same class as those
already admitted.
3•  The company * s profit-making       3.  The company 's profit-making •
    capacity                                capacity
    The company must give prooi of          Tfrie general position of the
its profit-making capacity for the .    company must not indicate that its
previous two closed financial years     profit-making capacity is in doubt .
and provide satisfactory evidence
that it will maintain a profit-making
capacity for the current financial
year and the following financial year .
    In the event of -the conversion ,
merger , splitting up or re­
organization of companies , the
profit-making capacity as defined in
the first paragraph is assessed in
the light of the situation of the
company or companies involved in
 ---pagebreak---                                          - 23
these transactions and/or the
situation of the company or companies
resulting from the transactions .
         Member States may , however ,
notwithstanding the first paragraph ,
provide that shares icsned by a
company nay be admitted tc official
quotation even when the conditions
laid down in that paragraph are not
fulfilled :
( a ) where the cornpary has not yet
         nade up accounts for two
         financial years but is able to
         provide satisfactory evidence
       ' that it will have a profit-making
     ■ ■ capacity for the current
         financial year and the following
         financial year ;          " '
(b ) where the company , because of the
         nature of its activities , will
         net have a profit-making .
         capacity until the more distant
         future , but is able to provide
         satisfactory evidenoe that it
         will realise this profit-making
         potential ;
( c ) in the case of a closed investment
         company .
         The exceptions provided for at "
( a ) and (b ) above may not be allowed
by Member States in which another
regulated , recognized and open . -
market exists which operates normally
and whDse requirements as regards
profit-making capacity do not
prevent the shares in question
 ---pagebreak---                                      « 24 -
 being admitted to this market ; this
 does not apply if the company shews
that it cannot raise its capital
 other than by having its shares
admitted to official quotation and
that it is in the public interest
that the capital be raised .
     The conditions laid down in the
first paragraph are not applicable
in the case of the admission to
official quotation of a further
block of shares of the same class as
those already admitted .
                                          3 A.     Publication of balance sheets
                                               The Company shall have published
                                         or filed its bal ance shee ts for the
                                         two financial years prior to* the
                                         application for listing ( or have
                                         observed equivalent conditi ons of
                                         publicity – filing with cei-t ain
                                         authorities - in compliance with
                                         the Counci l Directive of 9 March
                                         1968 on the coordination of safe­
                                        guards which , for the protection of
                                        the interests of members and others ,
                                        are required by Membe r States of
                                         companies within the meaning of the
                                        second paragraph of Article 53 of '
                                              Treaty , with a view to making
                                        such safeguards equivalent' throughout
                                        the Community ) , '
                                              Member States may however waive
                                        this requirement when ?
                                        ( a ) the company has not yet completed
                                               two financial years , but is able
                                               to show that it cannot raise its -
 ---pagebreak---                                                                     - 25 -
                                                                            • capital otherwise than by mean's
                                                                              of the acjiisEi.cn of it -3 shares
          '                           ■                                       to official quotation ;
                                                                        (b ) the case concerns a closed-end
                                                                              collective investment under-
                                  V                                           taking ;
                                                                        ( c ) admission to officiai quotation
                                                                              is essential to protect
                                                                              investors ;
                                                                        ( d ) the company has not yet completed
                                                                              two financial years and' is the
                  V
                                                                              product of an operation of
                                                                              tgansforaation . amalgamation ,
                                                                              splitting or restructuring of
                          * "                        "                        companies .
   II .         Conditions relating to the share s for which eructation is sought
1.   Legal position of the shares
    ■» ui«r fc I I II Iiti II »■ !».' ■■Win WW–rnoam   n Mi wi nn ^
                                                                        unchanged
    The legal position of the shares                                       -
must be in conformity with the laws
and regulations to which they are
subject .
2,  ITegctiability of the shares                                        unchanged
    The shares must be freely
negotiable .
    Member States may treat as freely
negotiable shares , shares which are
not fully paid up , if arrangements
have been made to ensure that
negotiability of these shares is not
hampered and dealing is made -                                                   ■ .
transparent by providing the public                                                                           ;
with all appropriate information .                                                   - ,
    For shares which may be acquired                                                         - '
only subject to approval , Member
 ---pagebreak---                                         - 26 -
  States may , by way of dergoation from
  the first parr,graph s adnit them to
  official quotation only if the use of
  the approval clause does not interfere
  with dealing .
  3»  Public issue proceding admission      unchanged
       In the case of public issue
  preceding admission to official quo­
  tation, the first quotation may be
  made only after the closure of the
- period during which application for
  subscription may be submitted .
  4.  Distribution of shares                4 *.  Distribution of shares
      A sufficient number of shares              A sufficient number of shares must
  must be distributed to the public in      be distributed to the public
  the Member State in which admission       ( including institutional investors )
  to official quotation is applied for ,    in
                                            in the
                                                 the - Member
                                                       Member State
                                                              State in
                                                                    in which
                                                                       which admission
                                                                             admission
  at the latest at the time of admission . to official quotation is applied for ,
                                            at the latest at the time of admission.
      This condition is not applicable      unchanged
  where the shares in question are to
  be distributed to the public through
  the stock exchange .   In this case ,
  admission to official quotation may
  be granted only if the competent
  authorities are convinced that a
  sufficient number of shares will be
  distributed through the stock exchange
  within a short period.
      Where admission to official           unchanged
  quotation is sought for a further
  block of shares of the same class ,
  the competent authorities may assess
 ---pagebreak---                                     - 27 -
whether a sufficient number of
 shares has teen distributed to the
public by reference to all the shares
issued and not only this further
block.
     Where the shares in question are          However , if the shares are
already officially quoted in one or        distributed in one or more other
more ether States , Member States may ,   Member States , or if they are
by way of derogation from the first        admitted to official quotation in
paragraph , admit the shares to            one or more non-Member States , the
official quotation if a sufficient         competent authorities may , by way
number of shares is distributed to         of derogation from the first para­
the public in at least one of the         graph , provide fcr their admission
States in which the share are             to official quotation if a sufficient
officially quoted .                       number of shares is distributed to
                                          the public in these Member States
                                          as a whole or in the non-Member
                                           State or States where they are
                                           quoted ,
     Shares will not be deemed to be      unchanged
distributed in sufficient number if
the shares of the same class held by
the public do not represent at least
25$ of the subscribed capital of the
company .  However , Member States may
authorize the competent authorities
to consider that a sufficient number
is distributed even if this percentage
is not attained , where , in vie*j of
the large number of shares of the
same class and the extent of their
distribution to the public , they
feel that the market will operate
properly with this lower percentage .
                                                                      ./
 ---pagebreak---                                        23 -
5•   Quotation of shares of the sane       unchanged
     class
     The application for admission
to official quotation must bo for
all the shares of the same class
already issued.
     By. way of derogation from the
first paragraph , Member States may
provide that the. condition laid down
in that .paragraph does ,no.t apply to
applications for admission not
covering all the shares of the same
class , where the shares of this class
for which admission is not sought
belong to blocks serving to maintain
control of the company, or are not
negotiable for a certain, time under
agreements , provided that the public
is informed of such situations and
that there is no danger of. prejudicing
the interests of the holders of the
shares for which admission is sought .
6 . Physical shape , substance or        ■ unchanged
     appearance
     For shares issued by companies
from another Member State , it is
necessary and sufficient that their
physical shape , substance and
appearance comply with the standards
laid down in this other Member State .
Where the physical shape , substance
or appearance do not conform to the
provisions in force in the Member
State in which quotation is applied
for , the competent authorities of this
State will make this known to the public .
 ---pagebreak---       The physical shape , substance
and appearance of shares issued "by "
companies from non–member States
must "be such as to ensure that
 investors 5 interests are safeguarded.
7*     Quotation in the country of           7 ■ Quotation in the country of
       origin or in the country in which
      W.I 1        ––»«ll ll««l HI » ■■ ■ ■ –
                                                 ori/?in or in the country in which
      the major proportion of the shares         the major proportion of the shares
    ■ is held                                    is held
      Shares of companies from non-              unchanged
member states must have been admitted
to official quotation either in the
 country of origin or in the country
 in which the major proportion of the
 shares is held .
      Member States may , however , "by          Member States may , however , by way
way of derogation from the first                of derogation from the first para­
 paragraph , provide that shares may            graph , provide that shares may be
"be admitted to official quotation              admitted to official quotation even
even when the condition laid down in            when the condition laid down in that
that paragraph is not fulfilled ,               paragraph is not fulfilled , provided
provided that the competent                     that the competent authorities have
 authorities have ascertained that the          ascertained that the absence of
 reason why the shares are not quoted           quotation in the country of origin
 in the country of origin or in the             or in the country in which the major
 country in which the major proportion          proportion is held is not the result
 is held is not the need to protect             of a decision rejecting the
 the interests of investors .                   application on the grounds of the
                                                need to protect the interests of
                                                investors .
 ---pagebreak---                                        - 30 -
                                                             ATOTEX II
                                    SCHEDULE B
               CONDITIONS FO R THE AMISSION 0? DEIT SECURITIES
                 TO OF?! CIAL QUOTATION ON STO CK EXCHANGES Off
                  MEMBER STATF3 OF THE EUROPEAN COMMUNITIES
A.  Admission to official quotation of debt securities issued by an under­
    taking
     I,   Conditions relating to undertakings for whose debt securities
        . quotation is sought     "              ■
1,  Legal position of the undertaking       1.   Legal position of the undertaking
    The legal position of the under-        unchanged
taking must be in conformity with
the laws and regulations to which it
is subject , as regards both its
formation and its operation under
the memorandum and articles of
association .
    Proof that this condition is                 This condition is deemed to be
fulfilled need not be provided where        fulfilled where securities of the
securities of the undertaking are           undertaking are already officially
already officially quoted on the            quoted on the same stock exchange .
same stock exchange .
2.   Capacity of the undertaking to         2 *. Capacity of the undertaking to
    meet its commitments                         meet its cormitments
    The undertaking must provide                 The general
                                                 The general position
                                                             position of
                                                                       of the
                                                                          the
sufficient evidence that it is able         undertaking must not indicate that
to meet the commitments resulting           it might net be able to meet the
from the issue of the loan stock for        commitments resulting from the issue
which quotation is sought .                 of the loan stock for which quotation
                                            is sought .
 ---pagebreak---                                      - 31 -
II .  Conditions re latin,? to the debt securities for which quotation is
      sought
1.   Legal position of debt securities    unchanged .
     The issue concerned must conform
to the laws and regulations to which
it is subject .
2.   Negotiability of debt securities     unchanged
                                 1
     The securities must be freely
negotiable .
     Member States may treat as freely-
negotiable securities , securities
which are not fully paid up , if
arrangements have been made to ensure
that negotiability of these securities
is not hampered and dealing is made
transparent by providing the public
with all appropriate information .
3.   Public issue preceding admission     unchanged
     In the case of public issue
preceding admission to official
quotation , the first quotation may
be made only after the closure of
the period during which applications
for subscription may be submitted.
This provision is not applicable in
the case . of tap issues of debt
securities when the closure date of
the subscription period is not
fixed .
 ---pagebreak---    4.   Distribution of debt securities'   4-*-- distribution of debt securities
        A sufficient number of                   A sufficient number of securities
   securities must be distributed to       must be distributed to the public
   the public in the Member State in        ( including institutional investors )
  which admission to official quotation in the Member State in which admission
   is applied for , at the latest at the    to official quotation is applied for ,
  time of admission .                    f at the latest at the time of admission.
       This condition is not applicable    unchanged
  where the securities in question are
  to be distributed to the public
  through the stock exchange .   In this
   case , admission to official quotation                                           ,
  may be granted only if the competent
  authorities are convinced that a
   sufficient number of securities will
  be distributed through the stock
  exchange within a short period .
       Where admission to official         unchanged
  quotation is sought for debt
  securities issued on tap or as repeat
  issues by financial institutions , the                     "           ~ " " ' ''
  competent authorities may assess
  whether a sufficient number of
  securities has been distributed to                       ,                   '
  the public by reference to all the
  securities issued and not only the
  new  issue .
       Where the securities in question          However , if the se curities are
, are already officially quoted in one     distributed in ore or more other
  or more other States , Member States     Member States , or if they are admitted
  may , notwithstanding the first para-    to official quotation in one or more
  graph , admit the securities to          rion-re ember States , the competent
  official quotation if a sufficient       authorities may , by way of derogation
  number of securities is distributed      from the first paragraph , provide for
  to the public in at least one of the     their admission to official quotation
  States in which the securities are       if a sufficient number of securities is
  officially quoted ,                      distributed to the public in these Mem-
                                           States as a whole or in the non-member
                                           State or States where they are quoted .
 ---pagebreak---                                     - 33 -
    Securities will not be deemed to           Securities will not be deemed to
be distributed in sufficient number      be distributed in sufficient number
if the securities relating to the         if the securities relating to the
sane loan issue and held by the pub-      same loan or the same issue and held
lie do not represent at least 25$ of by the public do not represent at'
the amount of the issue .    However t    least       of the amount of the loan.
Member States may authorize the          However , Member States may authorize
competent authorities to consider         the competent authorities to consider
that a sufficient number is .             that a sufficient number is distributed
distributed even if this percentage       even if this percentage is not
is not attained , where , in view of      attained, where, in view of the large
the large number of securities           number of securities relating to the
relating to the same loan issue and       same loan or the sane issue and the
the extent of their distribution to       extent of their distribution to the'
the public , they feel that the market public , they feel that the market
will operate properly with this lower will operate properly with this lower
percentage .                              percentage .                        -
5.  Quotation of debt securities         5•    Quotation of debt securities
    relating to the same loan issue            relating to the sane loan or the
    The application for admission             same issue
to official quotation must be for                  application for a,dmission to
all the securities , relating to the     official quotation must be for all
same loan issue .                        "the securities relating to the same
                     '        ' !        loan or the same issue .    '
6.  Physical sha->e    substance and .   unchanged
    appearance of debt securities
1.  For securities issued by under-, .
takings from another Member State , it        '
is necessary and sufficient that
their physical shape , substance and                                            '
appearance comply with the standards
laid down in this other Member State .
Where the physical shape , substance
or appearance do not conform to the
provisions in force in the Member                                                 '
                                                                            :
 ---pagebreak---                                      - 34-
State m which quotation is applied
for , the competent authorities of
this State will make this known to
the public .
2,   However , the physical shape ,
substance and appearance of
securities issued in a single Member
State must conform to the standards
                                                 ».                     i ..
in force in this Member State ,
3»   The .physioal shape , substance
and appearance of securities issued
by undertakings from non-Member States
must be such as to ensure that
investors * interests are safeguarded .
Ill , .. Other conditions .
1,   Minimum an omit of the loan         unchanged
     The amount of the loan may not
be less than 200 000 units of account , '
This "provision is" not applicable in      ' ' "l"'
the case of tap issues where the
amount of the loan is not fixed .
2,   Convertible debentures or           Convertible debenttires , exchangeable
     dobentures with Warrants attached debentures and debentures with
                                       . warrants attached .
     Convertible debentures or                  C onve rt ib 1 e debenture s ,
debentures with warrants attached        exchangeable debenture s or
may be admitted to official quotation debentures with warrants attached
only if the related shares are           may be admitted to official quotation
already quoted on the same stock         only - If the related shares are already
exchange or are to be admitted           quoted on the- same , stock exchange or
simult aneously .                        are to be admitted simultaneously .
 ---pagebreak---                                         - 35 -
      However , Member States may ,             However , Member States may ,
notwithstanding the first paragraph , notwithstanding the first paragraph ,
provide for the admission to official provide fcr the admission to official
quotation of convertible debentures quotation of convertible debentures ,
or debentures with warrants attached        exchangeable debentures or debentures
even when the condition laid doim           with warrants attached even when the
in that paragraph is not fulfilled ,        condition laid down in that paragraph
provided that the competent                 is not fulfilled , provided that the
authorities have ascertained that           competent authorities have ascertained
holders have at their disposal all          that holders have at their disposal
the information necessary to form an all . the information necessary to form
opinion concerning the value of the         a opinion' concerning' the value of
                                            an
shares to which' these debentures           t
                                            the shares to which these' debentures
relate , where :                            r
                                            relate , where :
( a ) when the debentures are               u
                                            unchanged
      admitted to official quotation ,
      these shares are already officially
      quoted on another stock exchange
      in the same Member State , or on
      a stock exchange in another Mem­
      ber State or on a stock exchange
      in a non-Member State , provided
      that this latter stock exchange ,
      in the view of the competent
      authorities , offers investors
      every guarantee ;  or
(b ) although these shares are not          ( ) although these shares are not
                                            (b
      officially quoted when the                officially quoted when the
      debentures are admitted , an              debentures are admitted , an
      application for official                  application for official quotation
      quotation will be made , not later        will be made , not later than the
      than the opening date of the              opening date of the conversion ,
      conversion or subscription                exchange or subscription period ,
      period , in the Member State , in         in the Member State in which the
      which the application for the             application for the admission of
      admission of the debentures to            the debentures to official
      official quotation is made and            quotation is made and the
 ---pagebreak---                                       - 36 -
    the competent authorities have               competent authorities have
     ascertained that no obstacle                ascertained that no obstacle
     exists to their subsequent                  exists to their subsequent
     admission to official quotation .           admission to official quotation .
B.  Admission to official quotation        - B.  Admission to official quotation
     of debt securities issued by the            of debt securities jgsued by the
     central government or regional              central government of another
     or local authorities of another             State , by a regional or local
     State or by a public inter­                 authority or by a public inter­
    national organization                        national organization •
    1.   Capacity to meet commitments            1.  Capacity to meet commitments
         resulting-; from the loan                   resulting from the loan
    Central governments , regional or            The general position of central
local authorities and public inter­          governments , regional or local
national organizations must provide          authorities and public international
sufficient evidence that they are            organizations must ' not indicate that
able to meet the commitments result­         they might not be able to meet the
ing from the issue of the loan stock         commitments resulting from the issue
for which admission to quotation is          of the loan stock for which admission
sought .                                     to quotation is sought .
    Proof that this condition      is            This condition    is deemed to be
fulfilled need not be provided by-           fulfilled by Member States .
Member States .
    Memoer States may , notwith-            unchanged
standing paragraph 1 , provide that
the condition laid down in that
paragraph   does not apply to non-
Member States and public inter­
national organizations , where their
competent authorities have ascertained
that these issuers offer investors
every guarantee .
                                                                          •A
 ---pagebreak---                                       - 37 -
2.   FegotieMlity of debt securities      uncha-nged
     The securities must be freely-
negotiable .
3.   Public issue preceding admission unchanged
     In the case of public issue
preceding admission to official
quotation , the first quotation may
be made only after the closure of
tlie period during which applications
for subscription may be submitted .
This provision is not applicable
where the closure date of the;' _ . ,
subscription period is not fixed .
4.   Distribution of debt securities      4«   Distribution of debt securities
     A sufficient number of                    A sufficient number of securities
securities must be distributed to the must be distributed to the public
public in the Member State in which       ( including institutional investors )
admission to official quotation is        in the Member State in which admission
applied for , at the latest at the        to official quotation is applied for ,
time of admission .                       at the latest at the time of admission .
     This condition is not applicable     unchanged
where the securities in question are
to be distributed to the public
through the stock exchange .  In this
case , admission to official quotation
may be granted only if the competent
authorities are convinced that a
sufficient number of securities will
be distributed through the stock
exchange within a short period .
 ---pagebreak---     Khere the securities m                  However , if the securities are
question are already officially        distributed in one or more other
quoted in one or more other States ,   Member States , or if they are
Member States nay , by way of          admitted to official quotation in
derogation from the first paragraph ,  one or mere non-Member States , th e
admit the securities to official       competent authorities may , b.y way of
quotation if a sufficient number of    derogation from the first paragraph ,
securities is distributed to the       provide for their admission to
public in at least one of the States   official quotation if a sufficient
in which the securities are            number of securities is distributed
officially quoted.                     to the public in these Member States
                                       as a whole or in the non~Merober
                                       State or States where they are quoted .
    Securities will not be deemed      unchanged
to be, distributed in sufficient
number if the securities relating to
the same loan issue and held by the
public do not represent at least
25^ of the amount of the issue .
However , Member States may authorize     :
the competent authorities to consider
that a sufficient number is
distributed even if this percentage
is not attained , where , in view of
the large number of securities
relating to the same loan issue and
the extent of their distribution to
the public , they feel that the market
will operate properly with this
lower percentage ,
5•  Quotation of debt securities       unchanged
    relating to the same loan issue
    The application for admission to
official quotation must be for    all
the securities relating to the same
loan issue .
 ---pagebreak---                                        - 29 -
 6.   Phy sical shape , substance ana.     unchanged
      For securities issued by the
 central government or regional or
 local authorities of a Member State ,
 it is necessary and sufficient that
  their physical shape , substance and
 appearance comply with the standards
 laid down in that Member State ,
'Where the physical shape , substance
 or appearance does not conform to
 the provisions in force in the Member
 State in which quotation is applied
 for , the competent authorities of
 this State will make this known to
 the public .
      The physical shape , substance
 or appearance of securities issued
 by the central government or regional
 or local authorities of a non-nenber
 State or by a public international
 organization must be such as to
 ensure that investors * interests are
 safeguarded .
 ---pagebreak---                                            - -40. -
                                                                          A.T*
                                        .SCHEDULE C
               OILig / TIOF^ OF COTT-^TES WIT03E SHAKES APE SMUTTED
                   TO CIpl|,TCIJ j.L eUOTATIOr or A STOCK EXCHAIGE
                 OP A MEKHER STATE OP THE EUROPEAN C0HIU1TITIES
1,   Quotation of newly issued shares             1.  Quotation of newly issued rhares
                                                                               ni iJJ »■    –mmm
     of the sane class                                of the same class
     Without prejudice to the pro­                    Without prejudice to the pro­
visions of Schedule A, II , 5 » para­             visions of Schedule A , II , 5f para­
graph 2 , in the case of a new issue              graph 2 , in the case of a new public
 of shares of the same class as those             issue of shares <pf the same class as
 already officially quoted , the                  those already officially quoted , the
 company is required to apply for                 comparer is required to apply for
 admission to the same official                   admission to the same official
 quotation for these new shares ,                 quotation for these new shares , leither
 either a year after their issue at               a year after their issue at the
 the latest or when they "become                  latest or when they "become freely
 freely negotiable .                              negotiable .
 2.  Treatment of shareholders                    unchanged.
      ( a ) The company must ensure that
holders of shares of the same vdass
 are given equal treatment in respect
 of all the rights attaching to these
 shares .    This does not prevent limits
"being placed on the number of votes
 that an individual shareholder may
have at the general meeting tinder
national laws or the memorandum and
 articles of association of the
 compamr .
                                                                                         /.
 ---pagebreak---                                       - 41 -
      (b ) The company must ensure that
on each stock exchange in a Member
State on which its shares ^ere                 ■    "•
officially quoted , all the necessary
information and facilities are
available without any cost to
shareholders , to enable these to
exercise their rights .     In particular ,
it must i
- enable shareholders to vote by proxy ;
- publish notices concerning the
   allocation and payment of dividends ,
   the holding of meetings , the issue
   of new shares , allotment , subscrip­
   tion , renunciation and conversion
   operations }
- designate as its agent a financial
   institution at which shareholders
   may exercise their financial rights ,
3.   Alteration of the memorandum           unchanged
     or articles of association
      ( a ) A company from a Member State
planning to alter its memorandum or
articles of association must
communicate the plans of such
alterations to the competent
authorities of this Member State if
its shares are quoted there or ,
otheiwise , to those of the Member
State in which the major proportion
of its shares are officially traded .
 ---pagebreak---     A company from a non-member
State planning such alterations must       v
corcv'mcate t.ie plans to the competent
authorities of the Member State in
which the major proportion of its
shares are officially traded.
    (b ) These plans must be communi­
cated to the competent authorities
at the latest when the general
meeting which is to decide on the
proposed alterations of the memorandum
or articles of association is called ,
4.  Continuing information              4*   Continuing Information .
    The company must periodically ,          The company must periodically ,
and half-yearly at least , make         and half-yearly at least , make
available to the public sufficient      available to the public sufficient
information to enable the public to     information to enable the public to
evaluate the assets and financial       evaluate the financial position of
position of the company and the         the company and the general progress
general progress of its business ,      of its business , without prejudice to
without prejudice to the publication    the publication of the' annual accounts
of the
of the annual
        annual accounts
                accounts and
                          and annual
                               annual   and annual report , and consolidated
report , and consolidated accounts      accounts end annual report of . the
and annual report of the group , as     group , as required by national law#
required by national law .
5•  Addit i onal infornai i on          5.   Additional information
    The company must inform the              The company must inform the
public without delay of major new       public as soon as possible of major
developments in its sphere of           new developments in its sphere of
activity which are not public know­     activity which are not public know™
ledge and which may , by virtue of      ledge and which may , by virtue of
their effect on its assets and          their effect on its assets and
financial position or on the general    financial position or on the general
progress of its business , lead to      progress of its business , lead to
 ---pagebreak--- large movements in the prices of      large movements in the prices of
its shares .                          its shares .
                                          The c-jrpotent authorities may ,
                                      however , exervot the company from
                                      this requirement , if the disclosure
                                      of particular information -would "be
                                      of such a nature as to prejudice the
                                      legitimate interests of the company
                                      and its shareholders .
    (b I    The company must inform   unchanged
the public without delay of any
changes in the rights attaching to
the various classes of shares ,
    ( c ) The company must inform the unchanged
public of any changes in the
information published previously on
the structure of the major holdings
of its capital , as c;oon as such
changes come to its notice ,
6,  Equivalence of information        6,  Equivalence of information
     ( a ) A company whose shares are unchanged
officially quoted on stock exchanges
in different Member States must
ensure that equivalent information
is made available to each of these
market s ,                                    -
     (b ) A company whose shares are       (b ) A company whose shares are
officially quoted on stock exchanges  officially quoted on stock exchanges
in one or more Member States and in   in one or    more Member States and in
one or more non-member States , must  one or more non–member States , must
make available to the markets of the  make available to the markets of the
 ---pagebreak--- Member State or Stcvfces. in~wMoh it 3  Member "State or States m xvhich its
share 3 are quoted the sarae irrforncv- share s are quoted e^^^-'lert
tion as is available to the markets     information to that which it makes
of the non-member State or States in    available to the markets of the non-
question .                              member State or States in question .
 ---pagebreak---                                        - 45 -
                                                                     miEK IV
                                   SCHEDULE D
           OBLIGATIONS OF ISSUERS WHOSE DEBT SECURITIES ARE AHMED
                TO OFFICIAL QUOTATION OF A STOCK EXOTAH}E OP A
                     m03ER STATE OF THE EUROPEA2T COICTUWITIES
A.   Debt securities Issued "by an         A.  Debt securities issued by an
     uncle rtaking                             undertaking
     1.   Treatment of holders                 1*   Treatnent of holders
   ( a ) The undertaking must ensure           uncha:
                                               unchanged
          that all holders of
           securities relating to the
           sane loan issue are given
          equal treatment in respect
           of all the rights attaching
          to these securities ,
   (b ) The undertaking must ensure        unchanged
          that on each stock exchange
           in a Member State on which
           its debt securities are     "
           officially quoted , all the
          necessary information and
          facilities are available
          without any cost to holders ,
          to enable these to exercise
          their rights .   In particular ,
           it must :
          - publish notices concerning            -
                                                  – publish notices concerning
             the holding of meetings of              the holding of meetings of
             the holders of debt                      the holders of debt
             securities , the payment of               securities , the payment of
             interest , the exercise of                interest , the exercise of
             any conversion , subscrip-              J
                                                     any   conversion , exchange ,
             tion or renunciation                      subscription or renunciation
             rights , and redemption ;               right s , and redempt i on ;
                                                                              ./•
 ---pagebreak---       - designate as its agent a        unchanged
        financial institution at which
        the holders of debt securities
        may exercise their financial
        rights .
2 . . Alteration of the- memorandum or  unchanged
      articles of association
( a) An undertaking from a Member
      State planning to alter it 3
      memorandum or articles of
      association must communicate
      the plans of such alterations
      to the competent authorities of
      this Member State if its debt
      securities are quoted there or ,
      otherwise , to those of the
      Member State in which the major
      proportion of its debt
      securities are officially traded.
        An undertaking from a non-
                                 χ
      member country planning such
      alterations must communicate the
      plans to the conpetent
      authorities of the Member State
      in which the major proportion of
      its debt securities are
      officially traded.
(b ) These plans must be communicated
      to the competent authorities at
      the latest when the general
      meeting which is to decide on
      the proposed alterations of the
      memorandum or articles of
      association is called .
 ---pagebreak---                                /     _ V
3.   Continuing information              3.   Continuing information
     The undertaking must periodically,       The undertaking must periodically ,
and lialx-yearly at least , make         and half-yearly at least , naka
available to the public sufficient       available to the public sufficient
information to enable the public to      information to enable the public to
evaluate the assets and financial        evaluate the financial position of
position of the undertaking and the      the undertaking and the general pro­
general progress of its business ,       gress of its business , without
without prejudice to the publication prejudice to the publication of the
of the annual accounts and annual        annual accounts and annual report ,
report , and consolidated accounts       and consolidated accounts and annual
and annual report of the group , as      report of the group , as required by
required by national law .               national law-
4.   Additional information              4.   Additional information
( a) The undertaking must inform the     ( a) The undertaking must inform the
     public without delay of major            public as soon as possible of
     new developments in its sphere of        major new developments in its
     activity which are not public            sphere of activity which are
     knowledge and which may , by             not public knowledge and which
     virtue of their effect on its            may , by virtue of their effect
     assets and financial position or         on its assets and financial
     on the general progress of its           position or on the general pro­
     business , lead to large movements       gress of its business , lead to
     in the prices of its debt                large movements in the prices of
     securities ,. As regards index-          its debt securities .
     linked debt securities and those
                                                The competent authorities may ,
     whose interest rate depends on a
                                              however , exempt the undertaking
     given parameter , the undertaking
                                              fron this requirement , if the
     must also publish information
                                              disclosure of particular
     about the application of the
                                              information would be of such a
     index-linked criteria and of the
                                              nature as to pre.iudioe the
     parameter for determining the
                                              legitimate interests of the
     interest rate .
                                              undertaking .
 ---pagebreak---                                                 As regards i^idex-linlced debt
                                          securities and those whose intero pi­
                                          rate depends on a given parameter,'
                                         the undertaking must also publish
                                          information about the application of
                                         the index-linked criteria and of the
                                          parameter for determining the interest
                                          rate .
(b ) The undertaking must inform the     unchanged
      public without delay of now loan
      issues and in particular of
      guarantees they may carry .
( c ) Where the debt securities           ( c ) Where the debt securities
      officially quoted are convertible         officially quoted are convertible
      debentures or debentures with             debentures , exchangeable '
      warrants attached , the undertaking       debentures or debentures with
      must inform the public without            warrants attached , the undertaking
      delay of any changes in the rights        must inform the public without
      attaching to the various classes          delay of any changes in the rights
      of shares .                               attaching to the various classes
                                                of shares .
5.    Ecruivalence     of information
                    ■!!!■ iimw ■ g
                                          5.    Equivalence   of information
( a ) An undertaking whose debt          unchanged
      securities are officially quoted
      on .stock exchanges -in different
      Member States must ensure that
      equivalent information is made
      available .to each of these,
      markets . ...
                                                                       ■/.
 ---pagebreak---                                                                       \
                                    - 49 -
(b ) An undertaking whose debt           (b ) An undertaking whose debt
      securities are officially quoted          securities are officially quoted
      on stock exchanges in one or             on stock exchanges in one or
      more Member States and in one or         more Member States and in one or
      more non-member States , must            more non-member States , must
      make available to the markets of         make available to the markets
      the Member State or States in            of the Member State or States in
      which its debt securities are            which its debt securities are
      quoted , the same information as         quoted equivalent information
      is available to the markets of           to that which it makes available
      the non-member State or States           to the markets of the non-member
      in question .                            State or States in question .
B.    Debt securities issued by the      B.    Debt securities issued by the
      central government or regional           central government of another
      or local authorities of a foreign                by a regional or lonal
      State or by a public inter­              au+hori+y , or by a public inter-
                                               1' –                          | M 1 1 I ■■■
      national organization                    national organization
      1,  Treatment of holders                 1.   Treatment of holders
    ( a ) Central governments ,              ( a ) Unchanged in the English
          regional or local                         translation ( in the original
          authorities and public                    version of the French text
          international organizations               the clause began " L'Etat , ses
          must ensure that all holders              collectivitds. publiques
          of securities relating to                 territoriales ....." which in
          the same loan issue are                   the amended version reads
          given equal treatment in                  "LiEtat , les collect ivit^s
          respect of all the rights                 publiques territoriales ...").
          attaching to these
          securities .
                                                                        /•
 ---pagebreak---                                        - 50 -
  (b ) Central governments , regional       Unchanged in English translation
        or local authorities and public      ( as in paragraph ( a ) above )
      _ international organizations
        must ensure that on each stock
        exchange in a Member State on
        which their debt securities are
        officially quoted , all the
        necessary information and
        facilities are available without
        any cost to. holders , to enable
        these to exercise their rights .
        In particular , they must :
        - publish notices concerning        unchanged
           the holding of meetings of
           the holders of debt securities ,
           the payment of interest and
           redemption ;
       - designate as their agent a         unchanged                 '
           financial institution at
           which the holders of debt
           securities may exercise
           their financial rights .
  2.   Equi'valence of information          unchanged in English translation
        ( a) Central governments ,          ( as in B 1 (a ) and (b ) above ),
             regional or local
             authorities and public
             international organizations
:            whose debt securities are
             officially quoted on stock
             exchanges in different
             Member States must ensure
             that equivalent information
             is made available to eaoh
             of these markets .
                                                                           /.
 ---pagebreak---                                     - 51 -
(b ) Central governments , regional     ("fc ) Central governments , regional
     or local authorities and public           or local authorities and public
     international organizations               international organizations
     whose debt securities are                 whose debt securities are
     officially quoted on stock                officially quoted on stock
     exchanges in one or more Member           exchanges in one or more Member
     States and in one or more non-            States and in one or more non-
     member States , must make avail­          member States , must make
     able to the markets of the                available to the markets of the
     Member State or States in which           Member State or States in which
     their debt securities are quoted ,        their debt securities are quoted
     the same information as is                equivalent information to that
     available to the markets of the           which they make available to the
     non-member State or States in             markets of the non-member State
     question .                                or States in question .