Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. · Read the official text ↗
Without prejudice to Article 49(2), in the case of a new public issue of shares of the same class as those already officially listed, the company shall be required, where the new shares are not automatically admitted, to apply for their admission to the same listing, either not more than a year after their issue or when they become freely negotiable. Section 2 Treatment of shareholders
1. The company shall ensure equal treatment for all shareholders who are in the same position. 2. The company must ensure, at least in each Member State in which its shares are listed, that all the necessary facilities and information are available to enable shareholders to exercise their rights. In particular, it must: (a) inform shareholders of the holding of meetings and enable them to exercise their right to vote, (b) publish notices or distribute circulars concerning the allocation and payment of dividends, the issue of new shares including allotment, subscription, renunciation and conversion arrangements, (c) designate as its agent a financial institution through which shareholders may exercise their financial rights, unless the company itself provides financial services. Section 3 Amendment of the instrument of incorporation or the statutes
1. A company planning an amendment to its instrument of incorporation or its statutes must communicate a draft thereof to the competent authorities of the Member States in which its shares are listed. 2. That draft must be communicated to the competent authorities no later than the calling of the general meeting which is to decide on the proposed amendment. Section 4 Annual accounts and annual report
1. The company must make available to the public, as soon as possible, its most recent annual accounts and its last annual report. 2. If the company prepares both annual own and annual consolidated accounts, it must make them available to the public. In that event the competent authorities may authorise the company only to make available to the public either the own or the consolidated accounts, provided that the accounts which are not made available to the public do not contain any significant additional information. 3. If the annual accounts and reports do not comply with the provisions of Directives concerning companies' accounts and if they do not give a true and fair view of the company's assets and liabilities, financial position and profit or loss, more detailed and/or additional information must be provided. Section 5 Additional information
1. The company must inform the public as soon as possible of any major new developments in its sphere of activity which are not public knowledge and which may, by virtue of their effect on its assets and liabilities or financial position or on the general course of its business, lead to substantial movements in the prices of its shares. The competent authorities may, however, exempt the company from this requirement, if the disclosure of particular information is such as to prejudice the legitimate interests of the company. 2. The company must inform the public without delay of any changes in the rights attaching to the various classes of shares. 3. The company must inform the public of any changes in the structure (shareholders and breakdowns of holdings) of the major holdings in its capital as compared with information previously published on that subject as soon as such changes come to its notice. In particular, a company which is not subject to Articles 85 to 97 must inform the public within nine calendar days whenever it comes to its notice that a person or entity has acquired or disposed of a number of shares such that his or its holding exceeds or falls below one of the thresholds laid down in Article 89. Section 6 Equivalence of information
1. A company whose shares are officially listed on stock exchanges situated or operating in different Member States must ensure that equivalent information is made available to the market at each of these exchanges. 2. A company whose shares are officially listed on stock exchanges situated or operating in one or more Member States and in one or more non-member countries must make available to the markets of the Member State or States in which its shares are listed information which is at least equivalent to that which it makes available to the markets of the non-member country or countries in question, if such information may be of importance for the evaluation of the shares. Section 7 Periodical information to be published
Member States shall ensure that the companies referred to in Article 4 publish half-yearly reports on their activities and profits and losses during the first six months of each financial year.
With regard to the half-yearly report, the Member States may subject companies to obligations more stringent than those provided for by Articles 70, and 72 to 76, 102(2) and Article 103 or to additional obligations, provided that they apply generally to all companies or to all companies of a given class. Section 8 Publication and contents of the half-yearly report
1. The half-yearly report shall be published within four months of the end of the relevant six-month period. 2. In exceptional, duly substantiated cases, the competent authorities shall be permitted to extend the time limit for publication.
1. The half-yearly report shall consist of figures and an explanatory statement relating to the company's activities and profits and losses during the relevant six-month period. 2. The figures, presented in table form, shall indicate at least: (a) the net turnover, and (b) the profit or loss before or after deduction of tax. These terms shall have the same meanings as in the Directives on company accounts. 3. The Member States may allow the competent authorities to authorise companies, exceptionally and on a case-by-case basis, to supply estimated figures for profits and losses, provided that the shares of each such company are listed officially in only one Member State. The use of this procedure must be indicated by the company in its report and must not mislead investors. 4. Where the company has paid or proposes to pay an interim dividend, the figures must indicate the profit or loss after tax for the six-month period and the interim dividend paid or proposed. 5. Against each figure there must be shown the figure for the corresponding period in the preceding financial year. 6. The explanatory statement must include any significant information enabling investors to make an informed assessment of the trend of the company's activities and profits or losses together with an indication of any special factor which has influenced those activities and those profits or losses during the period in question, and enable a comparison to be made with the corresponding period of the preceding financial year. It must also, as far as possible, refer to the company's likely future development in the current financial year. 7. Where the figures provided for in paragraph 2 are unsuited to the company's activities, the competent authorities shall ensure that appropriate adjustments are made.
Where a company publishes consolidated accounts it may publish its half-yearly report in either consolidated or unconsolidated form. However, the Member States may allow the competent authorities, where the latter consider that the form not adopted would have contained additional material information, to require the company to publish such information.
Where the accounting information has been audited by the official auditor of the company's accounts, that auditor's report and any qualifications he may have shall be reproduced in full.
1. Where particular requirements of this Directive are unsuited to a company's activities or circumstances, the competent authorities shall ensure that suitable adaptations are made to such requirements. 2. The competent authorities may authorise the omission from the half-yearly report of certain information provided for in this Directive if they consider that disclosure of such information would be contrary to the public interest or seriously detrimental to the company, provided that, in the latter case, such omission would not be likely to mislead the public with regard to facts and circumstances knowledge of which is essential for the assessment of the shares in question. The company or its representatives shall be responsible for the correctness and relevance of the facts on which any application for such exemption is based. 3. Paragraphs 1 and 2 shall also apply to the more stringent or additional obligations imposed pursuant to Article 71. 4. If a company governed by the law of a non-member country publishes a half-yearly report in a non-member country, the competent authorities may authorise it to publish that report instead of the half-yearly report provided for in this Directive, provided that the information given is equivalent to that which would result from the application of this Directive.
Where a half-yearly report has to be published in more than one Member State, the competent authorities of these Member States shall, by way of derogation from Article 71, use their best endeavours to accept as a single text the text which meets the requirements of the Member State in which the company's shares were admitted to official listing for the first time or the text which most closely approximates to that text. In cases of simultaneous admission to official listing on two or more stock exchanges situated or operating in different Member States, the competent authorities of the Member States concerned shall use their best endeavours to accept as a single text the text of the report which meets the requirements of the Member State in which the company's head office is situated; if the company's head office is situated in a non-member country, the competent authorities of the Member States concerned shall use their best endeavours to accept a single version of the report. CHAPTER II Obligation of issuers whose debt securities are admitted to official listing Section 1 Debt securities issued by an undertaking
1. The undertaking must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities. Provided they are made in accordance with national law, this condition shall not prevent offers of early repayment of certain debt securities being made to holders by an undertaking in derogation from the conditions of issue and in particular in accordance with social priorities. 2. The undertaking must ensure that at least in each Member State where its debt securities are officially listed all the facilities and information necessary to enable holders to exercise their rights are available. In particular, it must: (a) publish notices or distribute circulars concerning the holding of meetings of holders of debt securities, the payment of interest, the exercise of any conversion, exchange, subscription or renunciation rights, and repayment, (b) designate as its agent a financial institution through which holders of debt securities may exercise their financial rights, unless the undertaking itself provides financial services.
1. An undertaking planning an amendment to its instrument of incorporation or its statutes affecting the rights of holders of debt securities must forward a draft thereof to the competent authorities of the Member States in which its debt securities are listed. 2. That draft must be communicated to the competent authorities no later than the calling of the meeting of the body which is to decide on the proposed amendment.
1. The undertaking must make available to the public as soon as possible its most recent annual accounts and its last annual report the publication of which is required by national law. 2. If the undertaking prepares both annual own and annual consolidated accounts, it must make them available to the public. In that event, however, the competent authority may authorise the undertaking only to make available to the public either the own accounts or the consolidated accounts, provided that the accounts which are not made available do not contain any significant additional information. 3. If the accounts and reports do not comply with the provisions of Directives concerning companies' accounts and if they do not give a true and fair view of the undertaking's assets and liabilities, financial position and results, more detailed and/or additional information must be provided.
1. The undertaking must inform the public as soon as possible of any major new developments in its sphere of activity which are not public knowledge and which may significantly affect its ability to meet its commitments. The competent authorities may, however, exempt the undertaking from this obligation at its request if the disclosure of particular information would be such as to prejudice the legitimate interests of the undertaking. 2. The undertaking must inform the public without delay of any change in the rights of holders of debt securities resulting in particular from a change in loan terms or in interest rates. 3. The undertaking must inform the public without delay of new loan issues and in particular of any guarantee or security in respect thereof. 4. Where the debt securities officially listed are convertible or exchangeable debentures, or debentures with warrants, the undertaking must inform the public without delay of any changes in the rights attaching to the various classes of shares to which they relate.
1. An undertaking the debt securities of which are officially listed on stock exchanges situated or operating in different Member States must ensure that equivalent information is made available to the market at each of these exchanges. 2. An undertaking the debt securities of which are officially listed on stock exchanges situated or operating in one or more Member States and in one or more non-member countries must make available to the markets of the Member State or Member States in which its debt securities are listed information which is at least equivalent to that which it makes available to the markets of the non-member country or countries in question, if such information may be of importance for the evaluation of the debt securities. Section 2 Debt securities issued by a State or its regional or local authorities or by a public international body
1. States, their regional or local authorities and public international bodies must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities. Provided they are made in accordance with national law, this condition shall not prevent offers of early repayment of certain debt securities being made to holders by an issuer in derogation from the conditions of issue and in particular in accordance with social priorities. 2. States, their regional or local authorities and public international bodies must ensure that at least in each Member State in which their debt securities are officially listed all the facilities and information necessary to enable holders of debt securities to exercise their rights are available. In particular, they must: (a) publish notices or distribute circulars concerning the holding of meetings of holders of debt securities, the payment of interest and redemption, (b) designate as their agents financial institutions through which holders of debt securities may exercise their financial rights.
1. States, their regional or local authorities and public international bodies the debt securities of which are officially listed on stock exchanges situated or operating in different Member States must ensure that equivalent information is made available to the market at each of these exchanges. 2. States, their regional or local authorities and public international bodies the debt securities of which are officially listed on stock exchanges situated or operating in one or more Member States and in one or more non-member countries must make available to the markets of the Member State or Member States in which their debt securities are listed information which is at least equivalent to that which they make available to the markets of the non-member country or countries in question, if such information may be of importance for the evaluation of the debt securities. CHAPTER III Obligations relating to the information to be published when a major holding in a listed company is acquired or disposed of Section 1 General provisions
1. Member States shall make subject to this Chapter natural persons and legal entities in public or private law who acquire or dispose of, directly or through intermediaries, holdings meeting the criteria laid down in Article 89(1) which involve changes in the holdings of voting rights in companies incorporated under their law the shares of which are officially listed on a stock exchange or exchanges situated or operating within one or more Member States. 2. Where the acquisition or disposal of a major holding such as referred to in paragraph 1 is effected by means of certificates representing shares, this Chapter shall apply to the bearers of those certificates, and not to the issuer. 3. This Chapter shall not apply to the acquisition or disposal of major holdings in collective investment undertakings.
For the purposes of this Chapter, "acquiring a holding" shall mean not only purchasing a holding, but also acquisition by any other means whatsoever, including acquisition in one of the situations referred to in Article 92.
1. For the purposes of this Chapter, "controlled undertaking" shall mean any undertaking in which a natural person or legal entity: (a) has a majority of the shareholders' or members' voting rights; or (b) has the right to appoint or remove a majority of the members of the administrative, management or supervisory body and is at the same time a shareholder in, or member of, the undertaking in question; or (c) is a shareholder or member and alone controls a majority of the shareholders' or members' voting rights pursuant to an agreement entered into with other shareholders or members of the undertaking. 2. For the purposes of paragraph 1, a parent undertaking's rights as regards voting, appointment and removal shall include the rights of any other controlled undertaking and those of any person or entity acting in his own name but on behalf of the parent undertaking or of any other controlled undertaking.
Member States may subject the natural persons, legal entities and companies referred to in Article 85(1) to requirements stricter than those provided for in this Chapter or to additional requirements, provided that such requirements apply generally to all those acquiring or disposing of holdings and all companies or to all those falling within a particular category acquiring or disposing of holdings or of companies. Section 2 Information when a major holding is acquired or disposed of
1. Where a natural person or legal entity referred to in Article 85(1) acquires or disposes of a holding in a company referred to in Article 85(1) and where, following that acquisition or disposal, the proportion of voting rights held by that person or legal entity reaches, exceeds or falls below one of the thresholds of 10 %, 20 %, 1/3, 50 % and 2/3, he shall notify the company and at the same time the competent authority or authorities referred to in Article 96 within seven calendar days of the proportion of voting rights he holds following that acquisition or disposal. Member States need not apply: (a) the thresholds of 20 % and 1/3 where they apply a single threshold of 25 %, (b) the threshold of 2/3 where they apply the threshold of 75 %. The period of seven calendar days shall start from the time when the owner of the major holding learns of the acquisition or disposal, or from the time when, in view of the circumstances, he should have learnt of it. Member States may further provide that a company must also be informed in respect of the proportion of capital held by a natural person or legal entity. 2. Member States shall, if necessary, establish in their national law, and determine in accordance with it, the manner in which the voting rights to be taken into account for the purposes of applying paragraph 1 are to be brought to the notice of the natural persons and legal entities referred to in Article 85(1).
Member States shall provide that at the first annual general meeting of a company referred to in Article 85(1), to take place, with regard to: Belgium, as from 1 October 1993, Denmark, as from 1 October 1991, Germany, as from 1 April 1995, Greece, as from 1 October 1992, Spain, as from 15 June 1991, France, as from 1 October 1991, Ireland, as from 1 November 1991, Italy, as from 1 June 1992, Luxembourg, as from 1 June 1993, Netherlands, as from 1 May 1992, Austria, as from 1 April 1995, Portugal, as from 1 August 1991, Finland, as from 1 April 1995, Sweden, as from 1 April 1996, and United Kingdom, as from 18 December 1993, any natural person or legal entity as referred to in Article 85(1) must notify the company concerned and at the same time the competent authority or authorities where he holds 10 % or more of its voting rights, specifying the proportion of voting rights actually held unless that person or entity has already made a declaration in accordance with Article 89. Within one month of that general meeting, the public shall be informed of all holdings of 10 % or more in accordance with Article 91.
A company which has received a declaration referred to in the first subparagraph of Article 89(1) must in turn disclose it to the public in each of the Member States in which its shares are officially listed on a stock exchange as soon as possible but not more than nine calendar days after the receipt of that declaration. A Member State may provide for the disclosure to the public, referred to in the first subparagraph, to be made not by the company concerned but by the competent authority, possibly in cooperation with that company. Section 3 Determination of the voting rights
For the purposes of determining whether a natural person or legal entity as referred to in Article 85(1) is required to make a declaration as provided for in Article 89(1) and in Article 90, the following shall be regarded as voting rights held by that person or entity: (a) voting rights held by other persons or entities in their own names but on behalf of that person or entity, (b) voting rights held by an undertaking controlled by that person or entity; (c) voting rights held by a third party with whom that person or entity has concluded a written agreement which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the company in question. (d) voting rights held by a third party under a written agreement concluded with that person or entity or with an undertaking controlled by that person or entity providing for the temporary transfer for consideration of the voting rights in question, (e) voting rights attaching to shares owned by that person or entity which are lodged as security, except where the person or entity holding the security controls the voting rights and declares his intention of exercising them, in which case they shall be regarded as the latter's voting rights, (f) voting rights attaching to shares of which that person or entity has the life interest, (g) voting rights which that person or entity or one of the other persons or entities mentioned in points (a) to (f) is entitled to acquire, on his own initiative alone, under a formal agreement; in such cases, the notification prescribed in Article 89(1) shall be effected on the date of the agreement, (h) voting rights attaching to shares deposited with that person or entity which that person or entity can exercise at its discretion in the absence of specific instructions from the holders. By way of derogation from Article 89(1), where a person or entity may exercise voting rights referred to in point (h) of the first paragraph in a company and where the totality of these voting rights together with the other voting rights held by that person or entity in that company reaches or exceeds one of the thresholds provided for in Article 89(1), Member States may lay down that the said person or entity is only obliged to inform the company concerned 21 calendar days before the general meeting of that company. Section 4 Exemptions
If the person or entity acquiring or disposing of a major holding as defined in Article 89 is a member of a group of undertakings required under Council Directive 83/349/EEC(9) to draw up consolidated accounts, that person or entity shall be exempt from the obligation to make the declaration provided for in Article 89(1) and in Article 90 if it is made by the parent undertaking or, where the parent undertaking is itself a subsidiary undertaking, by its own parent undertaking.
1. The competent authorities may exempt from the declaration provided for in Article 89(1) the acquisition or disposal of a major holding, as defined in Article 89, by a professional dealer in securities, insofar as that acquisition or disposal is effected in his capacity as a professional dealer in securities and insofar as the acquisition is not used by the dealer to intervene in the management of the company concerned. 2. The competent authorities shall require the professional dealers in securities referred to in paragraph 1 to be members of a stock exchange situated or operating within a Member State or to be approved or supervised by a competent authority such as referred to in Article 105.
The competent authorities may, exceptionally, exempt the companies referred to in Article 85(1) from the obligation to notify the public set out in Article 91 where those authorities consider that the disclosure of such information would be contrary to the public interest or seriously detrimental to the companies concerned, provided that, in the latter case, such omission would not be likely to mislead the public with regard to the facts and circumstances knowledge of which is essential for the assessment of the transferable securities in question. Section 5 Competent authorities
For the purpose of this Chapter, the competent authorities shall be those of the Member State the law of which governs the companies referred to in Article 85(1). Section 6 Sanctions
Member States shall provide for appropriate sanctions in cases where the natural persons or legal entities and the companies referred to in Article 85(1) do not comply with the provisions of this Chapter. TITLE V PUBLICATION AND COMMUNICATION OF THE INFORMATION CHAPTER I Publication and communication of listing particulars for the admission of securities to the official stock exchange listing Section 1 Procedures and period of publication of listing particulars and their supplements
Articles on this page are reproduced verbatim from official open data. See the attribution line.
Source: EUR-Lex (Publications Office of the EU), © European Union, reuse permitted under Commission Decision 2011/833/EU.