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

• Published date: 06 July 2001
• Official Gazette Publication: Diario Oficial de las Comunidades Europeas, L 184, 06 de julio de 2001

2001L0034 — EN — 20.01.2007 — 002.001

---

This document is meant purely as a documentation tool and the institutions do not assume any liability for its contents

►B 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 (OJ L 184, 6.7.2001, p.1)

Amended by:

		Official Journal
		No	page	date
M1	DIRECTIVE 2003/6/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 28 January 2003	L 96	16	12.4.2003
►M2	DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL Text with EEA relevance of 4 November 2003	L 345	64	31.12.2003
►M3	DIRECTIVE 2004/109/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 15 December 2004	L 390	38	31.12.2004
►M4	DIRECTIVE 2005/1/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL Text with EEA relevance of 9 March 2005	L 79	9	24.3.2005

---

▼B

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

RECITALS

TITLE I: DEFINITIONS AND SCOPE OF APPLICATION

Chapter I: Definitions

Article 1

Chapter II: Scope of application

Article 2

TITLE II: GENERAL PROVISIONS CONCERNING THE OFFICIAL LISTING OF SECURITIES

Chapter I: General conditions for admission

Article 5

Article 6

Article 7

Chapter II: More stringent or additional conditions and obligations

Article 8

Chapter III: Derogations

Article 9

Article 10

Chapter IV: Powers of the national competent authorities

Section 1: Decision of admission

Article 11

Article 12

Article 13

Article 14

Article 15

Section 2: Information requested by the competent authorities

Article 16

Section 3: Actions against an issuer failing to comply to the obligations resulting from admission

Article 17

Section 4: Suspension and discontinuance

Article 18

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

Article 19

TITLE III: PARTICULAR CONDITIONS RELATING TO OFFICIAL LISTING OF SECURITIES

Chapter I: Publication of listing particulars for admission

Section 1: General provisions

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

Section 3: Permitted omission from the listing particulars of certain information

Section 4: Contents of the listing of particulars in certain specific cases

Section 5: Control and circulation of listing particulars

Section 6: Determination of the competent authority

Section 7: Mutual recognition

Section 8: Negotiations with non-member countries

Chapter II: Particular conditions for the admission of shares

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

Article 42

Article 43

Article 44

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

Article 45

Article 46

Article 47

Article 48

Article 49

Article 50

Article 51

Chapter III: Particular conditions relating to the admission to the official listing of debt securities issued by an undertaking

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

Article 52

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

Article 53

Article 54

Article 55

Article 56

Article 57

Section 3: Other conditions

Article 58

Article 59

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

Article 60

Article 61

Article 62

Article 63

TITLE IV: ONGOING OBLIGATIONS RELATING TO SECURITIES ADMITTED TO OFFICIAL LISTING

Chapter I: Obligations of companies whose shares are admitted to official listing

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

Article 64

Section 2: Treatment of shareholders

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

Section 4: Annual accounts and annual report

Section 5: Additional information

Section 6: Equivalence of information

Section 7: Periodical information to be published

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

Chapter II: Obligation of issuers whose debt securities are admitted to official listing

Section 1: Debt securities issued by an undertaking

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

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

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

Section 3: Determination of the voting rights

Section 4: Exemptions

Section 5: Competent authorities

Section 6: Sanctions

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

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

Chapter II: Publication and communication of information after listing

Chapter III: Languages

TITLE VI: COMPETENT AUTHORITIES AND COOPERATION BETWEEN MEMBER STATES

Article 105

Article 106

Article 107

TITLE VII: CONTACT COMMITTEE

Chapter 1: Composition, working and tasks of the Committee

Chapter II: Adaptation of the amount of equity market capitalisation

Article 109

TITLE VIII: FINAL PROVISIONS

Article 110

Article 111

Article 112

Article 113

Annex II — Part A: Repealed Directives and their successive amendments

Annex II — Part B: Deadlines for transposition into national law

Annex III — Correlation table

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty establishing the European Economic Community, and in particular Articles 44 and 95 thereof,

Having regard to the proposal from the Commission,

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

Acting in accordance with the procedure laid down in Article 251 of the Treaty (2),

Whereas:

(1) Council Directive 79/279/EEC of 5 March 1979 coordinating the conditions for the admission of securities to official stock exchange listing (3), Council Directive 80/390/EEC of 17 March 1980 coordinating the requirements for the drawing up, scrutiny and distribution of the listing particulars to be published for the admission of securities to official stock exchange listing (4), Council Directive 82/121/EEC of 15 February 1982 on information to be published on a regular basis by companies the shares of which have been admitted to official stock-exchange listing (5) and Council Directive 88/627/EEC of 12 December1988 on the information to be published when a major holding in a listed company is acquired or disposed of (6) have been substantially amended several times. In the interests of clarity and rationality, the said Directives should therefore be codified by grouping them together in a single text.

(2) The coordination of the conditions for the admission of securities to official listing on stock exchanges situated or operating in the Member States is likely to provide equivalent protection for investors at Community level, because of the more uniform guarantees offered to investors in the various Member States, it will facilitate both the admission to official stock exchange listing, in each such State, of securities from other Member States and the listing of any given security on a number of stock exchanges in the Community; it will accordingly make for greater interpenetration of national securities markets by removing those obstacles that may prudently be removed and therefore contribute to the prospect of establishing a European capital market.

(3) Such coordination must therefore apply to securities, independently of the legal status of their issuers, and must therefore also apply to securities issued by non-member States or their regional or local authorities or international public bodies; this Directive therefore covers entities not covered by the second paragraph of Article 48 of the Treaty.

(4) There should be the possibility of a right to apply to the courts against decisions by the competent national authorities in respect of the application of this Directive, concerning the admission of securities to official listing, although such right to apply must not be allowed to restrict the discretion of these authorities.

(5) Initially, this coordination of the conditions for admission of securities to official listing should be sufficiently flexible to enable account to be taken of present differences in the structures of securities markets in the Member States and to enable the Member States to take account of any specific situations with which they may be confronted.

(6) For this reason, coordination should first be limited to the establishment of minimum conditions for the admission of securities to official listing on stock exchanges situated or operating in the Member States, without however giving issuers any right to

...