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Listing Directive

Directive 2001/34/EC on the admission of securities to official stock-exchange listing and on information to be published on those securities
32001L0034 · official text on EUR-Lex

Articles

Chapter I Definitions

• Article 1 — For the purposes of this Directive:

Chapter II Scope of application

• Article 2
• Article 3
• Article 4

Chapter I General conditions for admission

• Article 5 — Member States shall ensure that:
• 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 Action against an issuer failing to comply with 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

Chapter I Publication of listing particulars for admission

Section 1 General provisions

• Article 20
• Article 21
• Article 22

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

• Article 23 — Without prejudice to Article 39(1), Member States may allow the competent authorities responsible for checking the listing particulars within the meaning of this Directive, to provide for partial or complete exemption from the obligation to publish listing particulars in the following cases:

Section 3 Permitted omission from listing particulars of certain information

• Article 24 — The competent authorities may authorise omission from the listing particulars of certain information provided for by this Directive if they consider that:

Section 4 Contents of listing of particulars in specific cases

• Article 25
• Article 26
• Article 27
• Article 28
• Article 29 — Where the application for admission to official listing concerns debt securities issued in a continuous or repeated manner by credit institutions which regularly publish their annual accounts and which, within the Community, are set up or governed by a special law, or pursuant to such a law, or are subject to public supervision designed to protect savings, the Member States may provide that the listing particulars shall contain only:
• Article 30
• Article 31
• Article 32
• Article 33
• Article 34

Section 5 Control and circulation of listing particulars

• Article 35
• Article 36 — The competent authorities shall decide whether to accept the audit report of the official auditor provided for in heading 1.3 of Schedules A and B of Annex I or, if necessary, to require an additional report.

Section 6 Determination of the competent authority

• Article 37

Section 7 Mutual recognition

• Article 38
• Article 39
• Article 40

Section 8 Agreements with non-member countries

• Article 41

Chapter II Specific 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 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 61
• Article 62
• Article 63

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

• Article 65

Section 3 Amendment of the instrument of incorporation or the statutes

• Article 66

Section 4 Annual accounts and annual report

• Article 67

Section 5 Additional information

• Article 68

Section 6 Equivalence of information

• Article 69

Section 7 Periodical information to be published

• Article 70
• Article 71

Section 8 Publication and contents of the half-yearly report

• Article 72
• Article 73
• Article 74
• Article 75
• Article 76
• Article 77

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

Section 1 Debt securities issued by an undertaking

• Article 78
• Article 79
• Article 80
• Article 81
• Article 82

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

• Article 83
• Article 84

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

• Article 85
• Article 86
• Article 87
• Article 88

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

• Article 89
• Article 90 — 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:
• 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.

Section 3 Determination of the voting rights

• Article 92 — 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:

Section 4 Exemptions

• Article 93
• Article 94
• Article 95

Section 5 Competent authorities

• Article 96

Section 6 Sanctions

• Article 97

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

• Article 98
• Article 99
• Article 100

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

• Article 101 — Where listing particulars are, or will be, published in accordance with Articles 3 and 20 for the admission of securities to official listing, the notices, bills, posters and documents announcing this operation and indicating the essential characteristics of these securities, and all other documents relating to their admission and intended for publication by the issuer or on his behalf, must first be communicated to the competent authorities. The latter shall decide whether they should be submitted to scrutiny before publication.

Chapter II Publication and communication of information after listing

• Article 102

Chapter III Languages

• Article 103
• Article 104
• Article 105
• Article 106
• Article 107

Chapter I Composition, working and tasks of the Committee

• Article 108

Chapter II Adaptation of the amount of equity market capitalisation

• Article 109
• Article 110
• Article 111
• Article 112
• Article 113 — This Directive is addressed to the Member States.