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Directive 2001/34/EC of the European Parliament and of the CouncilShow full title

Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing and on information to be published on those securities TABLE OF CONTENTS RECITALSTITLE I: DEFINITIONS AND SCOPE OF APPLICATIONChapter I: DefinitionsArticle 1Chapter II: Scope of applicationArticle 2Article 3Article 4TITLE II: GENERAL PROVISIONS CONCERNING THE OFFICIAL LISTING OF SECURITIESChapter I: General conditions for admissionArticle 5Article 6Article 7Chapter II: More stringent or additional conditions and obligationsArticle 8Chapter III: DerogationsArticle 9Article 10Chapter IV: Powers of the national competent authoritiesSection 1: Decision of admissionArticle 11Article 12Article 13Article 14Article 15Section 2: Information requested by the competent authoritiesArticle 16Section 3: Actions against an issuer failing to comply to the obligations resulting from admissionArticle 17Section 4: Suspension and discontinuanceArticle 18Section 5: Right to apply to the courts in case of refusal of admission or discontinuanceArticle 19TITLE III: PARTICULAR CONDITIONS RELATING TO OFFICIAL LISTING OF SECURITIESChapter I: Publication of listing particulars for admissionSection 1: General provisionsArticle 20Article 21Article 22Section 2: Partial or complete exemption from the obligation to publish listing particularsArticle 23Section 3: Permitted omission from the listing particulars of certain informationArticle 24Section 4: Contents of the listing of particulars in certain specific casesArticle 25Article 26Article 27Article 28Article 29Article 30Article 31Article 32Article 33Article 34Section 5: Control and circulation of listing particularsArticle 35Article 36Section 6: Determination of the competent authorityArticle 37Section 7: Mutual recognitionArticle 38Article 39Article 40Section 8: Negotiations with non-member countriesArticle 41Chapter II: Particular conditions for the admission of sharesSection 1: Conditions relating to companies for the shares of which admission to official listing is soughtArticle 42Article 43Article 44Section 2: Conditions relating to the shares for which admission is soughtArticle 45Article 46Article 47Article 48Article 49Article 50Article 51Chapter III: Particular conditions relating to the admission to the official listing of debt securities issued by an undertakingSection 1: Conditions relating to undertakings for the debt securities of which admission to official listing is soughtArticle 52Section 2: Conditions relating to the debt securities for which admission to official listing is soughtArticle 53Article 54Article 55Article 56Article 57Section 3: Other conditionsArticle 58Article 59Chapter IV: Particular conditions relating to the admission to official listing of debt securities issued by a State, its regional or local authorities or a public international bodyArticle 60Article 61Article 62Article 63TITLE IV: ONGOING OBLIGATIONS RELATING TO SECURITIES ADMITTED TO OFFICIAL LISTINGChapter I: Obligations of companies whose shares are admitted to official listingSection 1: Listing of newly issued shares of the same classArticle 64Section 2: Treatment of shareholdersArticle 65Section 3: Amendment of the instrument of incorporation or the statutesArticle 66Section 4: Annual accounts and annual reportArticle 67Section 5: Additional informationArticle 68Section 6: Equivalence of informationArticle 69Section 7: Periodical information to be publishedArticle 70Article 71Section 8: Publication and contents of the half-yearly reportArticle 72Article 73Article 74Article 75Article 76Article 77Chapter II: Obligation of issuers whose debt securities are admitted to official listingSection 1: Debt securities issued by an undertakingArticle 78Article 79Article 80Article 81Article 82Section 2: Debt securities issued by a State or its regional or local authorities or by a public international bodyArticle 83Article 84Chapter III: Obligations relating to the information to be published when a major holding in a listed company is acquired or disposed ofSection 1: General provisionsArticle 85Article 86Article 87Article 88Section 2: Information when a major holding is acquired or disposed ofArticle 89Article 90Article 91Section 3: Determination of the voting rightsArticle 92Section 4: ExemptionsArticle 93Article 94Article 95Section 5: Competent authoritiesArticle 96Section 6: SanctionsArticle 97TITLE V: PUBLICATION AND COMMUNICATION OF THE INFORMATIONChapter I: Publication and communication of listing particulars for the admission of securities to the official stock exchange listingSection 1: Procedures and period of publication of listing particulars and their supplementsArticle 98Article 99Article 100Section 2: Prior communication to the competent authorities of the means of publicationArticle 101Chapter II: Publication and communication of information after listingArticle 102Chapter III: LanguagesArticle 103Article 104TITLE VI: COMPETENT AUTHORITIES AND COOPERATION BETWEEN MEMBER STATESArticle 105Article 106Article 107TITLE VII: CONTACT COMMITTEEChapter 1: Composition, working and tasks of the CommitteeArticle 108Chapter II: Adaptation of the amount of equity market capitalisationArticle 109TITLE VIII: FINAL PROVISIONSArticle 110Article 111Article 112Article 113Annex I — Schedule of listing particulars for the admission of securities to the official stock exchange listingAnnex II — Part A: Repealed Directives and their successive amendmentsAnnex II — Part B: Deadlines for transposition into national lawAnnex III — Correlation table

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  1. Introductory Text

  2. TITLE I DEFINITIONS AND SCOPE OF APPLICATION

    1. CHAPTER I Definitions

      1. Article 1.For the purposes of this Directive: ‘issuers’ shall mean companies...

    2. CHAPTER II Scope of application

      1. Article 2.(1) Articles 5 to 19, 42 to 69, and 78...

      2. Article 3.. . . . . . . . . ....

      3. Article 4.. . . . . . . . . ....

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

    1. CHAPTER I General conditions for admission

      1. Article 5.Member States shall ensure that: securities may not be admitted...

      2. Article 6.(1) The admission of securities to official listing shall be...

      3. Article 7.Member States may not make the admission to official listing...

    2. CHAPTER II More stringent or additional conditions and obligations

      1. Article 8.(1) Subject to the prohibitions provided for in Article 7...

    3. CHAPTER III Derogations

      1. Article 9.Any derogations from the conditions for the admission of securities...

      2. Article 10.Member States may decide not to apply the conditions set...

    4. CHAPTER IV Powers of the national competent authorities

      1. Section 1 Decision of admission

        1. Article 11.(1) The competent authorities referred to in Article 105 shall...

        2. Article 12.By way of derogation from Article 8, Member States may,...

        3. Article 13.(1) Where applications are to be made simultaneously or within...

        4. Article 14.The competent authorities may refuse to admit to official listing...

        5. Article 15.Where an application for admission to official listing relates to...

      2. Section 2 Information requested by the competent authorities

        1. Article 16.(1) An issuer whose securities are admitted to official listing...

      3. Section 3 Action against an issuer failing to comply with the obligations resulting from admission

        1. Article 17.Without prejudice to any other action or penalties which they...

      4. Section 4 Suspension and discontinuance

        1. Article 18.(1) The competent authorities may decide to suspend the listing...

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

        1. Article 19.(1) Member States shall ensure decisions of the competent authorities...

  4. TITLE III PARTICULAR CONDITIONS RELATING TO OFFICIAL LISTINGS OF SECURITIES

    1. CHAPTER I Publication of listing particulars for admission

      1. Section 1 General provisions

        1. Article 20.. . . . . . . . . ....

        2. Article 21.. . . . . . . . . ....

        3. Article 22.. . . . . . . . . ....

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

        1. Article 23.. . . . . . . . . ....

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

        1. Article 24.. . . . . . . . . ....

      4. Section 4 Contents of listing of particulars in specific cases

        1. Article 25.. . . . . . . . . ....

        2. Article 26.. . . . . . . . . ....

        3. Article 27.. . . . . . . . . ....

        4. Article 28.. . . . . . . . . ....

        5. Article 29.. . . . . . . . . ....

        6. Article 30.. . . . . . . . . ....

        7. Article 31.. . . . . . . . . ....

        8. Article 32.. . . . . . . . . ....

        9. Article 33.. . . . . . . . . ....

        10. Article 34.. . . . . . . . . ....

      5. Section 5 Control and circulation of listing particulars

        1. Article 35.. . . . . . . . . ....

        2. Article 36.. . . . . . . . . ....

      6. Section 6 Determination of the competent authority

        1. Article 37.. . . . . . . . . ....

      7. Section 7 Mutual recognition

        1. Article 38.. . . . . . . . . ....

        2. Article 39.. . . . . . . . . ....

        3. Article 40.. . . . . . . . . ....

      8. Section 8 Agreements with non-member countries

        1. Article 41.. . . . . . . . . ....

    2. CHAPTER II Specific conditions for the admission of shares

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

        1. Article 42.The legal position of the company must be in conformity...

        2. Article 43.(1) The foreseeable market capitalisation of the shares for which...

        3. Article 44.A company must have published or filed its annual accounts...

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

        1. Article 45.The legal position of the shares must be in conformity...

        2. Article 46.(1) The shares must be freely negotiable.

        3. Article 47.Where public issue precedes admission to official listing, the first...

        4. Article 48.(1) A sufficient number of shares must be distributed to...

        5. Article 49.(1) The application for admission to official listing must cover...

        6. Article 50.(1) For the admission to official listing of shares issued...

        7. Article 51.If the shares issued by a company which is a...

    3. CHAPTER III Particular conditions relating to the admission to official listing of debt securities issued by an undertaking

      1. Section 1 Conditions relating to undertakings for the debt securities of which admission to official listing is sought

        1. Article 52.The legal position of the undertaking must be in conformity...

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

        1. Article 53.The legal position of the debt securities must be in...

        2. Article 54.(1) The debt securities must be freely negotiable.

        3. Article 55.Where public issue precedes admission to official listing, the first...

        4. Article 56.The application for admission to official listing must cover all...

        5. Article 57.(1) For the admission to official listing of debt securities...

      3. Section 3 Other conditions

        1. Article 58.(1) The amount of the loan may not be less...

        2. Article 59.(1) Convertible or exchangeable debentures and debentures with warrants may...

    4. CHAPTER IV Particular conditions relating to the admission to official listing of Debt securities issued by a State, its regional or local authorities or a public international body

      1. Article 60.The debt securities must be freely negotiable.

      2. Article 61.Where public issue precedes admission to official listing, the first...

      3. Article 62.The application for admission to official listing must cover all...

      4. Article 63.(1) For the admission to official listing of debt securities...

  5. TITLE IV OBLIGATIONS RELATING TO SECURITIES ADMITTED TO OFFICIAL LISTING

    1. CHAPTER I Obligations of companies whose shares are admitted to official listing

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

        1. Article 64.Without prejudice to Article 49(2), in the case of a...

      2. Section 2 Treatment of shareholders

        1. Article 65.. . . . . . . . . ....

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

        1. Article 66.. . . . . . . . . ....

      4. Section 4 Annual accounts and annual report

        1. Article 67.. . . . . . . . . ....

      5. Section 5 Additional information

        1. Article 68.. . . . . . . . . ....

      6. Section 6 Equivalence of information

        1. Article 69.. . . . . . . . . ....

      7. Section 7 Periodical information to be published

        1. Article 70.. . . . . . . . . ....

        2. Article 71.. . . . . . . . . ....

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

        1. Article 72.. . . . . . . . . ....

        2. Article 73.. . . . . . . . . ....

        3. Article 74.. . . . . . . . . ....

        4. Article 75.. . . . . . . . . ....

        5. Article 76.. . . . . . . . . ....

        6. Article 77.. . . . . . . . . ....

    2. CHAPTER II Obligation of issuers whose debt securities are admitted to official listing

      1. Section 1 Debt securities issued by an undertaking

        1. Article 78.. . . . . . . . . ....

        2. Article 79.. . . . . . . . . ....

        3. Article 80.. . . . . . . . . ....

        4. Article 81.. . . . . . . . . ....

        5. Article 82.. . . . . . . . . ....

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

        1. Article 83.. . . . . . . . . ....

        2. Article 84.. . . . . . . . . ....

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

      1. Section 1 General provisions

        1. Article 85.. . . . . . . . . ....

        2. Article 86.. . . . . . . . . ....

        3. Article 87.. . . . . . . . . ....

        4. Article 88.. . . . . . . . . ....

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

        1. Article 89.. . . . . . . . . ....

        2. Article 90.. . . . . . . . . ....

        3. Article 91.. . . . . . . . . ....

      3. Section 3 Determination of the voting rights

        1. Article 92.. . . . . . . . . ....

      4. Section 4 Exemptions

        1. Article 93.. . . . . . . . . ....

        2. Article 94.. . . . . . . . . ....

        3. Article 95.. . . . . . . . . ....

      5. Section 5 Competent authorities

        1. Article 96.. . . . . . . . . ....

      6. Section 6 Sanctions

        1. Article 97.. . . . . . . . . ....

  6. TITLE V PUBLICATION AND COMMUNICATION OF THE INFORMATION

    1. CHAPTER I Publication and communication of listing particulars for the admission of securities to the official stock exchange listing

      1. Section 1 Procedures and period of publication of listing particulars and their supplements

        1. Article 98.. . . . . . . . . ....

        2. Article 99.. . . . . . . . . ....

        3. Article 100.. . . . . . . . . ....

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

        1. Article 101.. . . . . . . . . ....

    2. CHAPTER II Publication and communication of information after listing

      1. Article 102.. . . . . . . . . ....

    3. CHAPTER III Languages

      1. Article 103.. . . . . . . . . ....

      2. Article 104.. . . . . . . . . ....

  7. TITLE VI COMPETENT AUTHORITIES AND COOPERATION BETWEEN MEMBER STATES

    1. Article 105.(1) Member States shall ensure that this Directive is applied...

    2. Article 106.The competent authorities shall cooperate whenever necessary for the purpose...

    3. Article 107.(1) Member States shall provide that all persons employed or...

  8. TITLE VII CONTACT COMMITTEE

    1. CHAPTER I Composition, working and tasks of the Committee

      1. Article 108.. . . . . . . . . ....

    2. CHAPTER II Adaptation of the amount of equity market capitalisation

      1. Article 109.(1) For the purpose of adjusting, in the light of...

  9. TITLE VIII FINAL PROVISIONS

    1. Article 110.The Member States shall communicate to the Commission the texts...

    2. Article 111.(1) Directives 79/279/EEC, 80/390/EEC, 82/121/EEC and 88/627/EEC, as amended by...

    3. Article 112.This Directive shall enter into force the twentieth day following...

    4. Article 113.This Directive is addressed to the Member States.

    1. ANNEX I

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

      1. SCHEDULE A Layout for listing particulars for the admission of shares to...

        1. Chapter 1 Information concerning those responsible for listing particulars and the auditing...

        2. Chapter 2 Information concerning admission to official listing and the shares for...

        3. Chapter 3 General information about the issuer and its capital

        4. Chapter 4 Information concerning the issuer's activities

        5. Chapter 5 Information concerning the issuer's assets and liabilities, financial position and...

        6. Chapter 6 Information concerning administration, management and supervision

        7. Chapter 7 Information concerning the recent development and prospects of the issuer...

      2. SCHEDULE B Layout for listing particulars for the admission of debt securities...

        1. Chapter 1 Information concerning those responsible for listing particulars and the auditing...

        2. Chapter 2 Information concerning loans and the admission of debt securities to...

        3. Chapter 3 General information about the issuer and its capital

        4. Chapter 4 Information concerning the issuer's activities

        5. Chapter 5 Information concerning the issuer's assets and liabilities, financial position and...

        6. Chapter 6 Information concerning administration, management and supervision

        7. Chapter 7 Information concerning the recent development and prospects of the issuer...

      3. SCHEDULE C Layout for listing particulars for the admission of certificates representing...

        1. Chapter 1 General information about the issuer

        2. Chapter 2 Information on the certificates themselves

    2. ANNEX II

      PART A

    3. ANNEX II

      PART B

    4. ANNEX III

      CORRELATION TABLE

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