31.12.2004   

EN

Official Journal of the European Union

L 390/1

(1)

In Decision 1999/784/EC (4) the Council decided that the Community should become a member of the European Audiovisual Observatory (hereinafter ‘the Observatory’) in order to support the latter's activity. The Observatory contributes to strengthening the competitiveness of the Community's audiovisual industry by improving the transfer of information to the industry, in particular to small and medium-sized enterprises, and promoting a clearer view of the market.

(2)

Multimedia and the new technologies will play an ever greater role in the audiovisual sector. The Observatory could continue to play its important role if its capacity to follow these new developments were strengthened in due course.

(3)

Although free movement of persons, goods and services is enshrined in the Treaty, the lack of information on the many differences in national regulations in the fields of fiscal and labour law acts as an obstacle to the free movement of audiovisual goods and services. The Observatory could offer a positive contribution by collecting and providing expertise and systematic information in the fields of fiscal and labour law, copyright and consumer protection law.

(4)

Further to the European Parliament's resolution of 4 September 2003 on Television without Frontiers, which called for an annual benchmarking report on making digital TV accessible for people with disabilities, the Observatory should be invited to collect data on an annual basis on the levels of television services provided in all Member States of the European Union or of the Council of Europe to assist disabled people, such as subtitling, audio description and sign language.

(5)

Community participation in the Observatory has proved effective in supporting the latter's activity.

(6)

It is appropriate to continue such participation during the period necessary for the Observatory to adopt guidelines for its future activity, from 2006 onwards.

(7)

Decision 1999/784/EC should therefore be amended accordingly,

31.12.2004   

EN

Official Journal of the European Union

L 390/3

(1)

Community action to promote human rights and democratic principles as set out in the Communication of 8 May 2001 from the Commission to the Council and the European Parliament on ‘The European Union's Role in Promoting Human Rights and Democratisation in Third Countries’ is to continue beyond 2004. Regulation (EC) No 975/1999 (2) has proved to be an adequate legal instrument for the implementation of the Community's technical and financial support for human rights and democratisation activities in developing and other third countries in pursuit of the overall objectives in this field. The period of validity of that Regulation, however, expires on 31 December 2004. It is, therefore, necessary to extend that period.

(2)

On the basis of the ratio of the financial framework included in Regulation (EC) No 975/1999 and the indicative human rights and democratisation appropriations until 2006, this Regulation lays down, for the extended duration of the programme, a financial framework constituting the prime reference, within the meaning of point 33 of the Interinstitutional Agreement of 6 May 1999 between the European Parliament, the Council and the Commission on budgetary discipline and improvement of the budgetary procedure (3), for the budgetary authority during the annual budgetary procedure.

(3)

The provisions of Regulation (EC) No 975/1999 on procedures for the implementation of aid should be aligned with the legal requirements of Council Regulation (EC, Euratom) No 1605/2002 of 25 June 2002 on the Financial Regulation applicable to the general budget of the European Communities (4) in the implementation of EU Election Observation Missions.

(4)

The protection of the Community's financial interests and the fight against fraud and irregularities form an integral part of Regulation (EC) No 975/1999. In particular, agreements and contracts concluded pursuant to that Regulation should authorise the Commission to carry out the measures provided for in Council Regulation (Euratom, EC) No 2185/96 of 11 November 1996 concerning on-the-spot checks and inspections carried out by the Commission in order to protect the European Communities' financial interests against fraud and other irregularities (5).

(5)

The measures necessary for the implementation of Regulation (EC) No 975/1999 should be adopted in accordance with Council Decision 1999/468/EC of 28 June 1999 laying down the procedures for the exercise of implementing powers conferred on the Commission (6).

(6)

Regulation (EC) No 975/1999 should, therefore, be amended accordingly,

1)

the following point shall be added to Article 2(2):

2)

the following sentence shall be added at the end of Article 4(1):

‘In the case of EU Election Observation Missions and “amicus curiae” proceedings, natural persons shall be eligible for financing under this Regulation.’;

3)

the first sentence of Article 5 shall be replaced by the following:

‘To be eligible for Community aid, the partners referred to in the first sentence of Article 4(1) must have their main headquarters in a third country eligible for Community aid under this Regulation or in a Member State of the Community.’;

4)

Article 7(3) shall be replaced by the following:

‘3.   Community financing under this Regulation shall take the form of grants or contracts. Within the framework of operations under Article 2, members of EU Election Observation Missions paid from the human rights and democratisation appropriations shall be recruited in accordance with the procedures laid down by the Commission.’;

5)

the first subparagraph of Article 10 shall be replaced by the following:

‘The financial framework for the implementation of this Regulation for the period from 1 January 2005 to 31 December 2006 is hereby set at EUR 134 million.’;

6)

Articles 11 and 12 shall be replaced by the following:

‘Article 11

1.   The Commission shall adopt the framework for the programming and identification of Community activities.

The framework shall consist, in particular, of

In particular situations, specific measures not covered by an annual work programme may be approved.

2.   The Commission shall produce an annual report setting out programming for the coming year by region and by sector, and shall report back on the implementation to the European Parliament.

The Commission shall be responsible for managing and adapting, in conformity with this Regulation and according to the requirements of flexibility, the annual work programmes that were defined in the overall framework of the multiannual setting. The decisions made shall reflect the priorities and main concerns of the European Union for the consolidation of democracy, the rule of law and respect for human rights, and shall be determined by the unique nature of the programmes. The Commission shall keep the European Parliament fully informed of the proceedings.

3.   The Commission shall implement Community operations under this Regulation in accordance with the budgetary and other procedures in force, in particular those laid down in Council Regulation (EC, Euratom) No 1605/2002 of 25 June 2002 on the Financial Regulation applicable to the general budget of the European Communities (7).

Article 12

1.   The instruments referred to in Article 11(1) shall be adopted in accordance with the procedure referred to in Article 13(2).

In cases where amendments to annual work programmes referred to in Article 11(1)(b) do not exceed 20 % of the global amount allocated to them or do not substantially change the nature of the projects or programmes contained therein, such amendments shall be adopted by the Commission. It shall inform the committee referred to in Article 13(1).

2.   Without prejudice to Article 14, financing decisions on projects and programmes not covered by annual work programmes and exceeding EUR 1 million shall be adopted in accordance with the procedure referred to in Article 13(2).’;

7)

Article 13(2) shall be replaced by the following:

‘2.   Where reference is made to this paragraph, Articles 4 and 7 of Decision 1999/468/EC(1) shall apply, having regard to the provisions of Article 8 thereof.

The period laid down in Article 4(3) of Decision 1999/468/EC shall be set at 30 days.’;

8)

the second sentence of Article 15 shall be deleted;

9)

Article 17 shall be replaced by the following:

‘Article 17

Any agreement or contract concluded pursuant to this Regulation shall expressly provide for the Commission and the Court of Auditors to exercise their powers of control, on documents and on the premises, over all contractors and subcontractors who have received Community funds. Council Regulation (Euratom, EC) No 2185/96 of 11 November 1996 concerning on-the-spot checks and inspections carried out by the Commission in order to protect the European Communities' financial interests against fraud and other irregularities (8) shall apply.’;

10)

In the second subparagraph of Article 20, the date ‘31 December 2004’ shall be replaced by the date ‘31 December 2006’.

31.12.2004   

EN

Official Journal of the European Union

L 390/6

(1)

Improved transparency of qualifications and competences will facilitate mobility throughout Europe for lifelong learning purposes, therefore contributing to the development of quality education and training, and will facilitate mobility for occupational purposes, between countries as well as across sectors.

(2)

The Action Plan on mobility (4) endorsed by the European Council held in Nice on 7 to 9 December 2000 and Recommendation 2001/613/EC of the European Parliament and of the Council of 10 July 2001 on mobility within the Community for students, persons undergoing training, volunteers, teachers and trainers (5), recommended the generalisation of the use of documents for the transparency of qualifications and competences, with a view to creating a European area of qualifications. The Commission's Action Plan for skills and mobility called for instruments supporting the transparency and transferability of qualifications to be developed and strengthened to facilitate mobility within and between sectors. Further action to introduce instruments improving the transparency of diplomas and qualifications was also demanded by the European Council held in Barcelona on 15 and 16 March 2002. The Council's Resolutions of 3 June 2002 on skills and mobility (6) and of 27 June 2002 on lifelong learning (7) call for increased cooperation, with a view inter alia to creating a framework for transparency and recognition based on the existing instruments.

(3)

The Council Resolution of 19 December 2002 on the promotion of enhanced European cooperation in vocational education and training (8) called for action to increase transparency in vocational education and training, through the implementation and rationalisation of information tools and networks, including the integration of existing instruments into one single framework. This framework should consist in a portfolio of documents with a common brand name and a common logo, supported by adequate information systems and promoted through sustained promotional action at European and national level.

(4)

A number of instruments have been developed in recent years, both at Community and at international level, to help European citizens to communicate better their qualifications and competences when looking for a job or for admission to a learning scheme. These include the common European format for curricula vitae (CVs) proposed by Commission Recommendation 2002/236/EC of 11 March 2002 (9), the Diploma Supplement recommended by the Convention on the Recognition of Qualifications concerning Higher Education in the European Region, adopted at Lisbon on 11 April 1997, the Europass Training established by Council Decision 1999/51/EC of 21 December 1998 on the promotion of European pathways in work-linked training, including apprenticeship (10), the Certificate Supplement and the European Language Portfolio developed by the Council of Europe. The single framework should include these instruments.

(5)

The single framework should be open to the future inclusion of other documents consistent with its purpose, once the implementation structure and procedures have been established and are operational. In particular, the single framework could be widened subsequently to include an instrument aimed at recording its holders' competences in the field of information technology.

(6)

Provision of good quality information and guidance is an important factor in achieving improved transparency of qualifications and competences. The existing services and networks already play a valuable role that could be enhanced through closer cooperation in order to reinforce the added value of Community action.

(7)

It is therefore necessary to ensure coherence and complementarity between the actions implemented in pursuance of this Decision and other relevant policies, instruments and actions. The last-mentioned include, at Community level, the European Centre for the Development of Vocational Training (Cedefop) established by Council Regulation (EEC) No 337/75 (11), the European Training Foundation established by Council Regulation (EEC) No 1360/90 (12) and the European Employment Services network (EURES) established by Commission Decision 2003/8/EC of 23 December 2002 implementing Council Regulation (EEC) No 1612/68 as regards the clearance of vacancies and applications for employment (13). Likewise, at the international level, there is the European Network of National Information Centres on Academic Recognition (ENIC), established by the Council of Europe and Unesco.

(8)

The Europass training document, established by Decision 1999/51/EC, should therefore be replaced by a similar document with a wider scope, serving to record all periods of transnational mobility for learning purposes, at whatever level and for whatever target, achieved throughout Europe, which satisfy appropriate quality criteria.

(9)

Europass should be implemented through national bodies in compliance with Article 54(2)(c) and (3) of Council Regulation (EC, Euratom) No 1605/2002 of 25 June 2002 on the Financial Regulation applicable to the general budget of the European Communities (14).

(10)

Participation should be open to acceding States, to non-Community countries of the European Economic Area and to the candidate countries for accession to the European Union, in accordance with the relevant provisions in the instruments governing relations between the Community and those countries. Third country nationals resident in the European Union should also be able to benefit from the system.

(11)

Social partners play an important role in relation to this Decision, and should be involved in its implementation. The Advisory Committee for Vocational Training set up by Council Decision 63/266/EEC of 2 April 1963 laying down general principles for implementing a common vocational training policy (15), composed of representatives of the social partners and of the national authorities of Member States, should be regularly informed on the implementation of this Decision. The social partners at European level and other relevant stakeholders, including education and training bodies, will have a particular role in terms of transparency initiatives that could be incorporated into Europass in due course.

(12)

Since the objective of this Decision, namely the establishment of a single Community framework for the transparency of qualifications and competences cannot be sufficiently achieved by the Member States and can be better achieved at Community level, the Community may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty. In accordance with the principle of proportionality, as set out in that Article, this Decision does not go beyond what is necessary in order to achieve that objective.

(13)

The measures necessary for the implementation of this Decision should be adopted in accordance with Council Decision 1999/468/EC of 28 June 1999 laying down the procedures for the exercise of implementing powers conferred on the Commission (16).

(14)

Decision 1999/51/EC should be repealed,

(a)

the Europass-curriculum vitae (hereafter ‘the Europass-CV’) referred to in Article 5;

(b)

the documents referred to in Articles 6 to 9;

(c)

any other documents approved as Europass documents by the Commission, in accordance with the criteria laid out in Annex I, and the procedure referred to in Article 4(2).

(a)

coordinate, in cooperation with the relevant national bodies, the activities related to making available or issuing the Europass documents or, where appropriate, carry out these activities;

(b)

set up and manage the national information system, in accordance with Article 10;

(c)

promote the use of Europass, including through Internet based services;

(d)

ensure, in cooperation with the relevant national bodies, that adequate information and guidance on the Europass and its documents is made available to individual citizens;

(e)

facilitate the provision of information and guidance on learning opportunities throughout Europe, on the structure of education and training systems, and on other issues related to mobility for learning purposes, in particular through close coordination with relevant Community and national services, and, where appropriate, make available to citizens an introductory guide to mobility;

(f)

manage at national level the Community financial support for all activities related to this Decision;

(g)

participate in the European network of NECs.

(a)

ensure that adequate promotion and information activities are carried out at Community and national level, covering inter alia citizens, education and training providers and social partners and enterprises including SMEs, supporting and integrating as necessary the action of the NECs;

(b)

ensure adequate cooperation, at the appropriate level, with relevant services, in particular the EURES service and other Community services;

(c)

take steps to facilitate equal opportunities, in particular by raising awareness among all relevant actors;

(d)

ensure that all relevant stakeholders, including education and training bodies and social partners, are involved in the implementation of this Decision;

(e)

ensure that in all activities related to the implementation of this Decision the relevant Community and national provisions concerning the processing of personal data and the protection of privacy are fully respected.

31.12.2004   

EN

Official Journal of the European Union

L 390/21

(1)

Community action to promote human rights and democratic principles as set out in the Communication of 8 May 2001 from the Commission to the European Parliament and the Council on the European Union's Role in Promoting Human Rights and Democratisation in Third Countries shall continue beyond 2004. Council Regulation (EC) No 975/1999 of 29 April 1999 laying down the requirements for the implementation of development cooperation operations which contribute to the general objective of developing and consolidating democracy and the rule of law and to that of respecting human rights and fundamental freedoms (2) and Regulation (EC) No 976/1999 (3) proved to be adequate legal instruments for the implementation of the Community's technical and financial support for human rights and democratisation activities in developing and other third countries in pursuit of the overall objectives in this field. The period of validity of those Regulations, however, expires on 31 December 2004. It is, therefore, necessary to extend that period.

(2)

On the basis of the ratio of the financial reference amount included in Regulation (EC) No 976/1999 and the indicative human rights and democratisation appropriations until 2006, an extended financial reference amount, within the meaning of point 34 of the Interinstitutional Agreement of 6 May 1999 between the European Parliament, the Council and the Commission on budgetary discipline and improvement of the budgetary procedure (4), is inserted in this Regulation for the extended duration of the programme, without the powers of the budgetary authority as defined by the Treaty being affected thereby.

(3)

The provisions of Regulation (EC) No 976/1999 on procedures for the implementation of aid should be aligned with the legal requirements of Council Regulation (EC, Euratom) No 1605/2002 of 25 June 2002 on the Financial Regulation applicable to the general budget of the European Communities (5) in the implementation of EU Election Observation Missions.

(4)

The protection of the Community's financial interests and the fight against fraud and irregularities form an integral part of Regulation (EC) No 976/1999. In particular, agreements and contracts concluded pursuant to that Regulation should authorise the Commission to carry out the measures provided for in Council Regulation (EC, Euratom) No 2185/96 of 11 November 1996 concerning on-the-spot checks and inspections carried out by the Commission in order to protect the European Communities' financial interests against fraud and other irregularities (6).

(5)

The measures necessary for the implementation of Regulation (EC) No 976/1999 should be adopted in accordance with Council Decision 1999/468/EC of 28 June 1999 laying down the procedures for the exercise of implementing powers conferred on the Commission (7).

(6)

Regulation (EC) No 976/1999 should be amended accordingly,

1)

in Article 3(2), the following point shall be added:

2)

in Article 5(1), the following sentence shall be added:

‘In the case of EU Election Observation Missions and “amicus curiae” proceedings, natural persons shall be eligible for financing under this Regulation.’;

3)

in Article 6, the first sentence shall be replaced by the following:

‘To be eligible for Community aid, the partners referred to in Article 5(1), first sentence, must have their main headquarters in a third country eligible for Community aid under this Regulation or in a Member State of the Community.’;

4)

Article 8(3) shall be replaced by the following:

‘3.   Community financing under this Regulation shall take the form of grants or contracts. Within the framework of operations under Article 2 members of EU Election Observation Missions paid from the human rights and democratisation appropriations shall be recruited in accordance with the procedures laid down by the Commission.’;

5)

in Article 11, the first paragraph shall be replaced by the following:

‘The financial reference amount for the implementation of this Regulation during the period 2005 to 2006 shall be EUR 78 million.’;

6)

Articles 12 and 13 shall be replaced by the following:

‘Article 12

1.   The Commission shall adopt a framework for the programming and identification of Community activities.

The framework shall consist, in particular, of:

In particular situations, specific measures not covered by an annual work programme may be approved.

2.   The Commission shall produce an annual report setting out programming for the coming year by region and by sector, and shall report back on implementation to the European Parliament.

The Commission shall be responsible for managing and adapting, in conformity with this Regulation and according to the requirements of flexibility, the annual work programmes that were defined in the overall framework of the multiannual setting. The decisions made shall reflect the priorities and main concerns of the European Union for the consolidation of democracy, the rule of law and respect for human rights, and shall be determined by the unique nature of the programmes. The Commission shall keep the European Parliament fully informed of the proceedings.

3.   The Commission shall implement Community operations under this Regulation in accordance with the budgetary and other procedures in force, in particular those laid down in Regulation (EC, Euratom) No 1605/2002.

Article 13

1.   The instruments referred to in Article 12(1) shall be adopted in accordance with the procedure referred to in Article 14(2).

In cases where the amendments to the annual work programmes referred to in Article 12(1)(b) do not exceed 20 % of the global amount allocated to them or do not substantially change the nature of the projects or programmes contained therein, those amendments shall be adopted by the Commission. It shall inform the committee referred to in Article 14(1).

2.   Without prejudice to Article 15, financing decisions on projects and programmes not covered by annual work programmes and exceeding EUR 1 million shall be adopted in accordance with the procedure referred to in Article 14(2).’;

7)

Article 14(2) shall be replaced by the following:

‘2.   Where reference is made to this paragraph, Articles 4 and 7(1), (2), and (4) of Council Decision 1999/468/EC (8) shall apply, having regard to the provisions of Article 8 thereof.

The period laid down in Article 4(3) of Decision 1999/468/EC shall be set at 30 days.’;

8)

in Article 16, the second sentence shall be deleted;

9)

Article 18 shall be replaced by the following:

‘Article 18

Any agreement or contract concluded pursuant to this Regulation shall expressly provide for the Commission and the Court of Auditors to exercise their powers of control, on documents and on the premises, over all contractors and subcontractors who have received Community funds. Regulation (Euratom, EC) No 2185/96 (9) shall apply.’;

10)

in Article 21, in the second paragraph, the date ‘31 December 2004’ shall be replaced by the date ‘31 December 2006’.

31.12.2004   

EN

Official Journal of the European Union

L 390/24

(1)

Council Directive 89/336/EEC of 3 May 1989 on the approximation of laws of the Member States relating to electromagnetic compatibility (3) has been the subject of a review under the initiative known as Simpler Legislation for the Internal Market (SLIM). Both the SLIM process and a subsequent in-depth consultation have revealed the need to complete, reinforce and clarify the framework established by Directive 89/336/EEC.

(2)

Member States are responsible for ensuring that radiocommunications, including radio broadcast reception and the amateur radio service operating in accordance with International Telecommunication Union (ITU) radio regulations, electrical supply networks and telecommunications networks, as well as equipment connected thereto, are protected against electromagnetic disturbance.

(3)

Provisions of national law ensuring protection against electromagnetic disturbance should be harmonised in order to guarantee the free movement of electrical and electronic apparatus without lowering justified levels of protection in the Member States.

(4)

Protection against electromagnetic disturbance requires obligations to be imposed on the various economic operators. Those obligations should be applied in a fair and effective way in order to achieve such protection.

(5)

The electromagnetic compatibility of equipment should be regulated with a view to ensuring the functioning of the internal market, that is to say, of an area without internal frontiers in which the free movement of goods, persons, services and capital is assured.

(6)

The equipment covered by this Directive should include both apparatus and fixed installations. However, separate provision should be made for each. This is so because, whereas apparatus as such may move freely within the Community, fixed installations on the other hand are installed for permanent use at a predefined location, as assemblies of various types of apparatus and, where appropriate, other devices. The composition and function of such installations correspond in most cases to the particular needs of their operators.

(7)

Radio equipment and telecommunications terminal equipment should not be covered by this Directive since they are already regulated by Directive 1999/5/EC of the European Parliament and of the Council of 9 March 1999 on radio equipment and telecommunications terminal equipment and the mutual recognition of their conformity (4). The electromagnetic compatibility requirements in both Directives achieve the same level of protection.

(8)

Aircraft or equipment intended to be fitted into aircraft should not be covered by this Directive, since they are already subject to special Community or international rules governing electromagnetic compatibility.

(9)

This Directive need not regulate equipment which is inherently benign in terms of electromagnetic compatibility.

(10)

This Directive should not deal with the safety of equipment, since that is dealt with by separate Community or national legislation.

(11)

Where this Directive regulates apparatus, it should refer to finished apparatus commercially available for the first time on the Community market. Certain components or sub-assemblies should, under certain conditions, be considered to be apparatus if they are made available to the end-user.

(12)

The principles on which this Directive is based are those set out in the Council Resolution of 7 May 1985 on a new approach to technical harmonization and standards (5). In accordance with that approach, the design and manufacture of equipment is subject to essential requirements in relation to electromagnetic compatibility. Those requirements are given technical expression by harmonised European standards, to be adopted by the various European standardisation bodies, European Committee for Standardisation (CEN), European Committee for Electro-technical Standardisation (CENELEC) and European Telecommunications Standards Institute (ETSI). CEN, CENELEC and ETSI are recognised as the competent institutions in the field of this Directive for the adoption of harmonised standards, which they draw up in accordance with the general guidelines for cooperation between themselves and the Commission, and with the procedure laid down in Directive 98/34/EC of the European Parliament and of the Council of 22 June 1998 laying down a procedure for the provision of information in the field of technical standards and regulations and of rules on Information Society services (6).

(13)

Harmonised standards reflect the generally acknowledged state of the art as regards electromagnetic compatibility matters in the European Union. It is thus in the interest of the functioning of the internal market to have standards for the electromagnetic compatibility of equipment which have been harmonised at Community level. Once the reference to such a standard has been published in the Official Journal of the European Union, compliance with it should raise a presumption of conformity with the relevant essential requirements, although other means of demonstrating such conformity should be permitted. Compliance with a harmonised standard means conformity with its provisions and demonstration thereof by the methods the harmonised standard describes or refers to.

(14)

Manufacturers of equipment intended to be connected to networks should construct such equipment in a way that prevents networks from suffering unacceptable degradation of service when used under normal operating conditions. Network operators should construct their networks in such a way that manufacturers of equipment liable to be connected to networks do not suffer a disproportionate burden in order to prevent networks from suffering an unacceptable degradation of service. The European standardisation organisations should take due account of that objective (including the cumulative effects of the relevant types of electromagnetic phenomena) when developing harmonised standards.

(15)

It should be possible to place apparatus on the market or put it into service only if the manufacturers concerned have established that such apparatus has been designed and manufactured in conformity with the requirements of this Directive. Apparatus placed on the market should bear the ‘CE’ marking attesting to compliance with this Directive. Although conformity assessment should be the responsibility of the manufacturer, without any need to involve an independent conformity assessment body, manufacturers should be free to use the services of such a body.

(16)

The conformity assessment obligation should require the manufacturer to perform an electromagnetic compatibility assessment of apparatus, based on relevant phenomena, in order to determine whether or not it meets the protection requirements under this Directive.

(17)

Where apparatus is capable of taking different configurations, the electromagnetic compatibility assessment should confirm whether the apparatus meets the protection requirements in the configurations foreseeable by the manufacturer as representative of normal use in the intended applications; in such cases it should be sufficient to perform an assessment on the basis of the configuration most likely to cause maximum disturbance and the configuration most susceptible to disturbance.

(18)

Fixed installations, including large machines and networks, may generate electromagnetic disturbance, or be affected by it. There may be an interface between fixed installations and apparatus, and the electromagnetic disturbances produced by fixed installations may affect apparatus, and vice versa. In terms of electromagnetic compatibility, it is irrelevant whether the electromagnetic disturbance is produced by apparatus or by a fixed installation. Accordingly, fixed installations and apparatus should be subject to a coherent and comprehensive regime of essential requirements. It should be possible to use harmonised standards for fixed installations in order to demonstrate conformity with the essential requirements covered by such standards.

(19)

Due to their specific characteristics, fixed installations need not be subject to the affixation of the ‘CE’ marking or to the declaration of conformity.

(20)

It is not pertinent to carry out the conformity assessment of apparatus placed on the market for incorporation into a given fixed installation, and otherwise not commercially available, in isolation from the fixed installation into which it is to be incorporated. Such apparatus should therefore be exempted from the conformity assessment procedures normally applicable to apparatus. However, such apparatus should not be permitted to compromise the conformity of the fixed installation into which it is incorporated. Should apparatus be incorporated into more than one identical fixed installation, identifying the electromagnetic compatibility characteristics of these installations should be sufficient to ensure exemption from the conformity assessment procedure.

(21)

A transitional period is necessary in order to ensure that manufacturers and other concerned parties are able to adapt to the new regulatory regime.

(22)

Since the objective of this Directive, namely to ensure the functioning of the internal market by requiring equipment to comply with an adequate level of electromagnetic compatibility, cannot be sufficiently achieved by Member States and can therefore, by reason of its scale and effects, be better achieved at Community level, the Community may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty. In accordance with the principle of proportionality, as set out in that Article, this Directive does not go beyond what is necessary in order to achieve that objective.

(23)

Directive 89/336/EEC should therefore be repealed,

(a)

equipment covered by Directive 1999/5/EC;

(b)

aeronautical products, parts and appliances as referred to in Regulation (EC) No 1592/2002 of the European Parliament and of the Council of 15 July 2002 on common rules in the field of civil aviation and establishing a European Aviation Safety Agency (7);

(c)

radio equipment used by radio amateurs within the meaning of the Radio Regulations adopted in the framework of the Constitution and Convention of the ITU (8), unless the equipment is available commercially. Kits of components to be assembled by radio amateurs and commercial equipment modified by and for the use of radio amateurs are not regarded as commercially available equipment.

(a)

it is incapable of generating or contributing to electromagnetic emissions which exceed a level allowing radio and telecommunication equipment and other equipment to operate as intended; and

(b)

it will operate without unacceptable degradation in the presence of the electromagnetic disturbance normally consequent upon its intended use.

(a)

‘equipment’ means any apparatus or fixed installation;

(b)

‘apparatus’ means any finished appliance or combination thereof made commercially available as a single functional unit, intended for the end user and liable to generate electromagnetic disturbance, or the performance of which is liable to be affected by such disturbance;

(c)

‘fixed installation’ means a particular combination of several types of apparatus and, where applicable, other devices, which are assembled, installed and intended to be used permanently at a predefined location;

(d)

‘electromagnetic compatibility’ means the ability of equipment to function satisfactorily in its electromagnetic environment without introducing intolerable electromagnetic disturbances to other equipment in that environment;

(e)

‘electromagnetic disturbance’ means any electromagnetic phenomenon which may degrade the performance of equipment. An electromagnetic disturbance may be electromagnetic noise, an unwanted signal or a change in the propagation medium itself;

(f)

‘immunity’ means the ability of equipment to perform as intended without degradation in the presence of an electromagnetic disturbance;

(g)

‘safety purposes’ means the purposes of safeguarding human life or property;

(h)

‘electromagnetic environment’ means all electromagnetic phenomena observable in a given location.

(a)

‘components’ or ‘sub-assemblies’ intended for incorporation into an apparatus by the end user, which are liable to generate electromagnetic disturbance, or the performance of which is liable to be affected by such disturbance;

(b)

‘mobile installations’ defined as a combination of apparatus and, where applicable, other devices, intended to be moved and operated in a range of locations.

(a)

measures to overcome an existing or predicted electromagnetic compatibility problem at a specific site;

(b)

measures taken for safety reasons to protect public telecommunications networks or receiving or transmitting stations when used for safety purposes in well-defined spectrum situations.

(a)

not to publish;

(b)

to publish with restrictions;

(c)

to maintain the reference in the Official Journal of the European Union;

(d)

to withdraw the reference from the Official Journal of the European Union.

(a)

failure to satisfy the essential requirements referred to in Annex I, where the apparatus does not comply with the harmonised standards referred to in Article 6;

(b)

incorrect application of the harmonised standards referred to in Article 6;

(c)

shortcomings in the harmonised standards referred to in Article 6.

31.12.2004   

EN

Official Journal of the European Union

L 390/38

(1)

Efficient, transparent and integrated securities markets contribute to a genuine single market in the Community and foster growth and job creation by better allocation of capital and by reducing costs. The disclosure of accurate, comprehensive and timely information about security issuers builds sustained investor confidence and allows an informed assessment of their business performance and assets. This enhances both investor protection and market efficiency.

(2)

To that end, security issuers should ensure appropriate transparency for investors through a regular flow of information. To the same end, shareholders, or natural persons or legal entities holding voting rights or financial instruments that result in an entitlement to acquire existing shares with voting rights, should also inform issuers of the acquisition of or other changes in major holdings in companies so that the latter are in a position to keep the public informed.

(3)

The Commission Communication of 11 May 1999, entitled ‘Implementing the framework for financial markets: Action Plan’, identifies a series of actions that are needed in order to complete the single market for financial services. The Lisbon European Council of March 2000 calls for the implementation of that Action Plan by 2005. The Action Plan stresses the need to draw up a Directive upgrading transparency requirements. That need was confirmed by the Barcelona European Council of March 2002.

(4)

This Directive should be compatible with the tasks and duties conferred upon the European System of Central Banks (ESCB) and the Member States' central banks by the Treaty and the Statute of the European System of Central Banks and of the European Central Bank; particular attention in this regard needs to be given to the Member States' central banks whose shares are currently admitted to trading on a regulated market, in order to guarantee the pursuit of primary Community law objectives.

(5)

Greater harmonisation of provisions of national law on periodic and ongoing information requirements for security issuers should lead to a high level of investor protection throughout the Community. However, this Directive does not affect existing Community legislation on units issued by collective investment undertakings other than the closed-end type, or on units acquired or disposed of in such undertakings.

(6)

Supervision of an issuer of shares, or of debt securities the denomination per unit of which is less than EUR 1 000, for the purposes of this Directive, would be best effected by the Member State in which the issuer has its registered office. In that respect, it is vital to ensure consistency with Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading. (4) Along the same lines, some flexibility should be introduced allowing third country issuers and Community companies issuing only securities other than those mentioned above a choice of home Member State.

(7)

A high level of investor protection throughout the Community would enable barriers to the admission of securities to regulated markets situated or operating within a Member State to be removed. Member States other than the home Member State should no longer be allowed to restrict admission of securities to their regulated markets by imposing more stringent requirements on periodic and ongoing information about issuers whose securities are admitted to trading on a regulated market.

(8)

The removal of barriers on the basis of the home Member State principle under this Directive should not affect areas not covered by this Directive, such as rights of shareholders to intervene in the management of an issuer. Nor should it affect the home Member State's right to request the issuer to publish, in addition, parts of or all regulated information through newspapers.

(9)

Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards (5) has already paved the way for a convergence of financial reporting standards throughout the Community for issuers whose securities are admitted to trading on a regulated market and who are required to prepare consolidated accounts. Thus, a specific regime for security issuers beyond the general system for all companies, as laid down in the Company Law Directives, is already established. This Directive builds on this approach with regard to annual and interim financial reporting, including the principle of providing a true and fair view of an issuer's assets, liabilities, financial position and profit or loss. A condensed set of financial statements, as part of a half-yearly financial report, also represents a sufficient basis for giving such a true and fair view of the first six months of an issuer's financial year.

(10)

An annual financial report should ensure information over the years once the issuer's securities have been admitted to a regulated market. Making it easier to compare annual financial reports is only of use to investors in securities markets if they can be sure that this information will be published within a certain time after the end of the financial year. As regards debt securities admitted to trading on a regulated market prior to 1 January 2005 and issued by issuers incorporated in a third country, the home Member State may under certain conditions allow issuers not to prepare annual financial reports in accordance with the standards required under this Directive.

(11)

This Directive introduces more comprehensive half-yearly financial reports for issuers of shares admitted to trading on a regulated market. This should allow investors to make a more informed assessment of the issuer's situation.

(12)

A home Member State may provide for exemptions from half-yearly reporting by issuers of debt securities in the case of:

(13)

The European Parliament and the Council welcome the Commission's commitment rapidly to consider enhancing the transparency of the remuneration policies, total remuneration paid, including any contingent or deferred compensation, and benefits in kind granted to each member of administrative, management or supervisory bodies under its Action Plan for ‘Modernising Company Law and Enhancing Corporate Governance in the European Union’ of 21 May 2003 and the Commission's intention to make a Recommendation on this topic in the near future.

(14)

The home Member State should encourage issuers whose shares are admitted to trading on a regulated market and whose principal activities lie in the extractive industry to disclose payments to governments in their annual financial report. The home Member State should also encourage an increase in the transparency of such payments within the framework established at various international financial fora.

(15)

This Directive will also make half-yearly reporting mandatory for issuers of only debt securities on regulated markets. Exemptions should only be provided for wholesale markets on the basis of a denomination per unit starting at EUR 50 000, as under Directive 2003/71/EC. Where debt securities are issued in another currency, exemptions should only be possible where the denomination per unit in such a currency is, at the date of the issue, at least equivalent to EUR 50 000.

(16)

More timely and more reliable information about the share issuer's performance over the financial year also requires a higher frequency of interim information. A requirement should therefore be introduced to publish an interim management statement during the first six months and a second interim management statement during the second six months of a financial year. Share issuers who already publish quarterly financial reports should not be required to publish interim management statements.

(17)

Appropriate liability rules, as laid down by each Member State under its national law or regulations, should be applicable to the issuer, its administrative, management or supervisory bodies, or persons responsible within the issuer. Member States should remain free to determine the extent of the liability.

(18)

The public should be informed of changes to major holdings in issuers whose shares are traded on a regulated market situated or operating within the Community. This information should enable investors to acquire or dispose of shares in full knowledge of changes in the voting structure; it should also enhance effective control of share issuers and overall market transparency of important capital movements. Information about shares or financial instruments as determined by Article 13, lodged as collateral, should be provided in certain circumstances.

(19)

Articles 9 and 10(c) should not apply to shares provided to or by the members of the ESCB in carrying out their functions as monetary authorities provided that the voting rights attached to such shares are not exercised; the reference to a ‘short period’ in Article 11 should be understood with reference to credit operations carried out in accordance with the Treaty and the European Central Bank (ECB) legal acts, in particular the ECB Guidelines on monetary policy instruments and procedures and TARGET, and to credit operations for the purpose of performing equivalent functions in accordance with national provisions.

(20)

In order to avoid unnecessary burdens for certain market participants and to clarify who actually exercises influence over an issuer, there is no need to require notification of major holdings of shares, or other financial instruments as determined by Article 13 that result in an entitlement to acquire shares with regard to market makers or custodians, or of holdings of shares or such financial instruments acquired solely for clearing and settlement purposes, within limits and guarantees to be applied throughout the Community. The home Member State should be allowed to provide limited exemptions as regards holdings of shares in trading books of credit institutions and investment firms.

(21)

In order to clarify who is actually a major holder of shares or other financial instruments in the same issuer throughout the Community, parent undertakings should not be required to aggregate their own holdings with those managed by undertakings for collective investment in transferable securities (UCITS) or investment firms, provided that such undertakings or firms exercise voting rights independently from their parent undertakings and fulfil certain further conditions.

(22)

Ongoing information to holders of securities admitted to trading on a regulated market should continue to be based on the principle of equal treatment. Such equal treatment only relates to shareholders in the same position and does not therefore prejudice the issue of how many voting rights may be attached to a particular share. By the same token, holders of debt securities ranking pari passu should continue to benefit from equal treatment, even in the case of sovereign debt. Information to holders of shares and/or debt securities in general meetings should be facilitated. In particular, holders of shares and/or debt securities situated abroad should be more actively involved in that they should be able to mandate proxies to act on their behalf. For the same reasons, it should be decided in a general meeting of holders of shares and/or debt securities whether the use of modern information and communication technologies should become a reality. In that case, issuers should put in place arrangements in order effectively to inform holders of their shares and/or debt securities, insofar as it is possible for them to identify those holders.

(23)

Removal of barriers and effective enforcement of new Community information requirements also require adequate control by the competent authority of the home Member State. This Directive should at least provide for a minimum guarantee for the timely availability of such information. For this reason, at least one filing and storage system should exist in each Member State.

(24)

Any obligation for an issuer to translate all ongoing and periodic information into all the relevant languages in all the Member States where its securities are admitted to trading does not foster integration of securities markets, but has deterrent effects on cross-border admission of securities to trading on regulated markets. Therefore, the issuer should in certain cases be entitled to provide information drawn up in a language that is customary in the sphere of international finance. Since a particular effort is needed to attract investors from other Member States and third countries, Member States should no longer prevent shareholders, persons exercising voting rights, or holders of financial instruments, from making the required notifications to the issuer in a language that is customary in the sphere of international finance.

(25)

Access for investors to information about issuers should be more organised at a Community level in order to actively promote integration of European capital markets. Investors who are not situated in the issuer's home Member State should be put on an equal footing with investors situated in the issuer's home Member State, when seeking access to such information. This could be achieved if the home Member State ensures compliance with minimum quality standards for disseminating information throughout the Community, in a fast manner on a non-discriminatory basis and depending on the type of regulated information in question. In addition, information which has been disseminated should be available in the home Member State in a centralised way allowing a European network to be built up, accessible at affordable prices for retail investors, while not leading to unnecessary duplication of filing requirements for issuers. Issuers should benefit from free competition when choosing the media or operators for disseminating information under this Directive.

(26)

In order to further simplify investor access to corporate information across Member States, it should be left to the national supervisory authorities to formulate guidelines for setting up electronic networks, in close consultation with the other parties concerned, in particular security issuers, investors, market participants, operators of regulated markets and financial information providers.

(27)

So as to ensure the effective protection of investors and the proper operation of regulated markets, the rules relating to information to be published by issuers whose securities are admitted to trading on a regulated market should also apply to issuers which do not have a registered office in a Member State and which do not fall within the scope of Article 48 of the Treaty. It should also be ensured that any additional relevant information about Community issuers or third country issuers, disclosure of which is required in a third country but not in a Member State, is made available to the public in the Community.

(28)

A single competent authority should be designated in each Member State to assume final responsibility for supervising compliance with the provisions adopted pursuant to this Directive, as well as for international cooperation. Such an authority should be of an administrative nature, and its independence from economic players should be ensured in order to avoid conflicts of interest. Member States may however designate another competent authority for examining that information referred to in this Directive is drawn up in accordance with the relevant reporting framework and taking appropriate measures in case of discovered infringements; such an authority need not be of an administrative nature.

(29)

Increasing cross-border activities require improved cooperation between national competent authorities, including a comprehensive set of provisions for the exchange of information and for precautionary measures. The organisation of the regulatory and supervisory tasks in each Member State should not hinder efficient cooperation between the competent national authorities.

(30)

At its meeting on 17 July 2000, the Council set up the Committee of Wise Men on the Regulation of European securities markets. In its final report, that Committee proposed the introduction of new legislative techniques based on a four-level approach, namely essential principles, technical implementing measures, cooperation amongst national securities regulators, and enforcement of Community law. This Directive should confine itself to broad ‘framework’ principles, while implementing measures to be adopted by the Commission with the assistance of the European Securities Committee established by Commission Decision 2001/528/EC (6) should lay down the technical details.

(31)

The Resolution adopted by the Stockholm European Council of March 2001 endorsed the final report of the Committee of Wise Men and the proposed four-level approach to make the regulatory process for Community securities legislation more efficient and transparent.

(32)

According to that Resolution, implementing measures should be used more frequently, to ensure that technical provisions can be kept up to date with market and supervisory developments, and deadlines should be set for all stages of implementing rules.

(33)

The Resolution of the European Parliament of 5 February 2002 on the implementation of financial services legislation also endorsed the Committee of Wise Men's report, on the basis of the solemn declaration made before the European Parliament the same day by the President of the Commission and the letter of 2 October 2001 addressed by the Internal Market Commissioner to the Chairman of the Parliament's Committee on Economic and Monetary Affairs with regard to safeguards for the European Parliament's role in this process.

(34)

The European Parliament should be given a period of three months from the first transmission of draft implementing measures to allow it to examine them and to give its opinion. However, in urgent and duly justified cases, that period may be shortened. If, within that period, a Resolution is passed by the European Parliament, the Commission should re-examine the draft measures.

(35)

Technical implementing measures for the rules laid down in this Directive may be necessary to take account of new developments on securities markets. The Commission should accordingly be empowered to adopt implementing measures, provided that they do not modify the essential elements of this Directive and provided that the Commission acts in accordance with the principles set out therein, after consulting the European Securities Committee.

(36)

In exercising its implementing powers in accordance with this Directive, the Commission should respect the following principles:

(37)

In order to ensure that the requirements set out in this Directive or the measures implementing this Directive are fulfilled, any infringement of those requirements or measures should be promptly detected and, if necessary, subject to penalties. To that end, measures and penalties should be sufficiently dissuasive, proportionate and consistently enforced. Member States should ensure that decisions taken by the competent national authorities are subject to the right of appeal to the courts.

(38)

This Directive aims to upgrade the current transparency requirements for security issuers and investors acquiring or disposing of major holdings in issuers whose shares are admitted to trading on a regulated market. This Directive replaces some of the requirements set out in 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. (7) In order to gather transparency requirements in a single act it is necessary to amend it accordingly. Such an amendment however should not affect the ability of Member States to impose additional requirements under Articles 42 to 63 of Directive 2001/34/EC, which remain valid.

(39)

This Directive is in line with Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (8).

(40)

This Directive respects fundamental rights and observes the principles recognised in particular by the Charter of the Fundamental Rights of the European Union.

(41)

Since the objectives of this Directive, namely to ensure investor confidence through equivalent transparency throughout the Community and thereby to complete the internal market, cannot be sufficiently achieved by the Member States on the basis of the existing Community legislation and can therefore be better achieved at Community level, the Community may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty. In accordance with the principle of proportionality, as set out in that Article, this Directive does not go beyond what is necessary in order to achieve these objectives.

(42)

The measures necessary for implementing this Directive should be adopted in accordance with Council Decision 1999/468/EC of 28 June 1999 laying down the procedures for the exercise of implementing powers conferred on the Commission (9),

(a)

‘securities’ means transferable securities as defined in Article 4(1), point 18, of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments (10) with the exception of money-market instruments, as defined in Article 4(1), point 19, of that Directive having a maturity of less than 12 months, for which national legislation may be applicable;

(b)

‘debt securities’ means bonds or other forms of transferable securitised debts, with the exception of securities which are equivalent to shares in companies or which, if converted or if the rights conferred by them are exercised, give rise to a right to acquire shares or securities equivalent to shares;

(c)

‘regulated market’ means a market as defined in Article 4(1), point 14, of Directive 2004/39/EC;

(d)

‘issuer’ means a legal entity governed by private or public law, including a State, whose securities are admitted to trading on a regulated market, the issuer being, in the case of depository receipts representing securities, the issuer of the securities represented;

(e)

‘shareholder’ means any natural person or legal entity governed by private or public law, who holds, directly or indirectly:

(f)

‘controlled undertaking’ means any undertaking

(g)

‘collective investment undertaking other than the closed-end type’ means unit trusts and investment companies:

(h)

‘units of a collective investment undertaking’ means securities issued by a collective investment undertaking and representing rights of the participants in such an undertaking over its assets;

(i)

‘home Member State’ means

(j)

‘host Member State’ means a Member State in which securities are admitted to trading on a regulated market, if different from the home Member State;

(k)

‘regulated information’ means all information which the issuer, or any other person who has applied for the admission of securities to trading on a regulated market without the issuer's consent, is required to disclose under this Directive, under Article 6 of Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (11), or under the laws, regulations or administrative provisions of a Member State adopted under Article 3(1) of this Directive;

(l)

‘electronic means’ are means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio, optical technologies, or any other electromagnetic means;

(m)

‘management company’ means a company as defined in Article 1a(2) of Council Directive 85/611/EEC of 20 December 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (12);

(n)

‘market maker’ means a person who holds himself out on the financial markets on a continuous basis as being willing to deal on own account by buying and selling financial instruments against his proprietary capital at prices defined by him;

(o)

‘credit institution’ means an undertaking as defined in Article 1(1)(a) of Directive 2000/12/EC of the European Parliament and of the Council of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions (13);

(p)

‘securities issued in a continuous or repeated manner’ means debt securities of the same issuer on tap or at least two separate issues of securities of a similar type and/or class.

(a)

establish, for the purposes of paragraph 1(i)(ii), the procedural arrangements in accordance with which an issuer may make the choice of the home Member State;

(b)

adjust, where appropriate for the purposes of the choice of the home Member State referred to in paragraph 1(i)(ii), the three-year period in relation to the issuer's track record in the light of any new requirement under Community law concerning admission to trading on a regulated market;

(c)

establish, for the purposes of paragraph 1(l), an indicative list of means which are not to be considered as electronic means, thereby taking into account Annex V to Directive 98/34/EC of the European Parliament and of the Council of 22 June 1998 laying down a procedure for the provision of information in the field of technical standards and regulations (14).

(a)

as regards the admission of securities to a regulated market in its territory, impose disclosure requirements more stringent than those laid down in this Directive or in Article 6 of Directive 2003/6/EC;

(b)

as regards the notification of information, make a holder of shares, or a natural person or legal entity referred to in Articles 10 or 13, subject to requirements more stringent than those laid down in this Directive.

(a)

the audited financial statements;

(b)

the management report; and

(c)

statements made by the persons responsible within the issuer, whose names and functions shall be clearly indicated, to the effect that, to the best of their knowledge, the financial statements prepared in accordance with the applicable set of accounting standards give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer and the undertakings included in the consolidation taken as a whole and that the management report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

(a)

the condensed set of financial statements;

(b)

an interim management report; and

(c)

statements made by the persons responsible within the issuer, whose names and functions shall be clearly indicated, to the effect that, to the best of their knowledge, the condensed set of financial statements which has been prepared in accordance with the applicable set of accounting standards gives a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer, or the undertakings included in the consolidation as a whole as required under paragraph 3, and that the interim management report includes a fair review of the information required under paragraph 4.

(a)

specify the technical conditions under which a published half-yearly financial report, including the auditors' review, is to remain available to the public;

(b)

clarify the nature of the auditors' review;

(c)

specify the minimum content of the condensed balance sheet and profit and loss accounts and explanatory notes on these accounts, where they are not prepared in accordance with the international accounting standards adopted pursuant to the procedure provided for under Article 6 of Regulation (EC) No 1606/2002.

—

an explanation of material events and transactions that have taken place during the relevant period and their impact on the financial position of the issuer and its controlled undertakings, and

—

a general description of the financial position and performance of the issuer and its controlled undertakings during the relevant period.

(a)

a State, a regional or local authority of a State, a public international body of which at least one Member State is a member, the ECB, and Member States' national central banks whether or not they issue shares or other securities; and

(b)

an issuer exclusively of debt securities admitted to trading on a regulated market, the denomination per unit of which is at least EUR 50 000 or, in the case of debt securities denominated in a currency other than Euro, the value of such denomination per unit is, at the date of the issue, equivalent to at least EUR 50 000.

(a)

the 30 % threshold, where it applies a threshold of one-third;

(b)

the 75 % threshold, where it applies a threshold of two-thirds.

(a)

it is authorised by its home Member State under Directive 2004/39/EC; and

(b)

it neither intervenes in the management of the issuer concerned nor exerts any influence on the issuer to buy such shares or back the share price.

(a)

the voting rights held in the trading book do not exceed 5 %, and

(b)

the credit institution or investment firm ensures that the voting rights attaching to shares held in the trading book are not exercised nor otherwise used to intervene in the management of the issuer.

(a)

voting rights held by a third party with whom that person or entity has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the issuer in question;

(b)

voting rights held by a third party under an agreement concluded with that person or entity providing for the temporary transfer for consideration of the voting rights in question;

(c)

voting rights attaching to shares which are lodged as collateral with that person or entity, provided the person or entity controls the voting rights and declares its intention of exercising them;

(d)

voting rights attaching to shares in which that person or entity has the life interest;

(e)

voting rights which are held, or may be exercised within the meaning of points (a) to (d), by an undertaking controlled by that person or entity;

(f)

voting rights attaching to shares deposited with that person or entity which the person or entity can exercise at its discretion in the absence of specific instructions from the shareholders;

(g)

voting rights held by a third party in its own name on behalf of that person or entity;

(h)

voting rights which that person or entity may exercise as a proxy where the person or entity can exercise the voting rights at its discretion in the absence of specific instructions from the shareholders.

(a)

the resulting situation in terms of voting rights;

(b)

the chain of controlled undertakings through which voting rights are effectively held, if applicable;

(c)

the date on which the threshold was reached or crossed; and

(d)

the identity of the shareholder, even if that shareholder is not entitled to exercise voting rights under the conditions laid down in Article 10, and of the natural person or legal entity entitled to exercise voting rights on behalf of that shareholder.

(a)

learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect; or

(b)

is informed about the event mentioned in Article 9(2).

—

the investment firm is authorised to provide such portfolio management under point 4 of Section A of Annex I to Directive 2004/39/EC;

—

it may only exercise the voting rights attached to such shares under instructions given in writing or by electronic means or it ensures that individual portfolio management services are conducted independently of any other services under conditions equivalent to those provided for under Directive 85/611/EEC by putting into place appropriate mechanisms; and

—

the investment firm exercises its voting rights independently from the parent undertaking.

(a)

to establish a standard form to be used throughout the Community when notifying the required information to the issuer under paragraph 1 or when filing information under Article 19(3);

(b)

to determine a calendar of ‘trading days’ for all Member States;

(c)

to establish in which cases the shareholder, or the natural person or legal entity referred to in Article 10, or both, shall effect the necessary notification to the issuer;

(d)

to clarify the circumstances under which the shareholder, or the natural person or legal entity referred to in Article 10, should have learned of the acquisition or disposal;

(e)

to clarify the conditions of independence to be complied with by management companies and their parent undertakings or by investment firms and their parent undertakings to benefit from the exemptions in paragraphs 4 and 5.

(a)

the types of financial instruments referred to in paragraph 1 and their aggregation;

(b)

the nature of the formal agreement referred to in paragraph 1;

(c)

the contents of the notification to be made, establishing a standard form to be used throughout the Community for that purpose;

(d)

the notification period;

(e)

to whom the notification is to be made.

(a)

provide information on the place, time and agenda of meetings, the total number of shares and voting rights and the rights of holders to participate in meetings;

(b)

make available a proxy form, on paper or, where applicable, by electronic means, to each person entitled to vote at a shareholders' meeting, together with the notice concerning the meeting or, on request, after an announcement of the meeting;

(c)

designate as its agent a financial institution through which shareholders may exercise their financial rights; and

(d)

publish notices or distribute circulars concerning the allocation and payment of dividends and the issue of new shares, including information on any arrangements for allotment, subscription, cancellation or conversion.

(a)

the use of electronic means shall in no way depend upon the location of the seat or residence of the shareholder or, in the cases referred to in Article 10(a) to (h), of the natural persons or legal entities;

(b)

identification arrangements shall be put in place so that the shareholders, or the natural persons or legal entities entitled to exercise or to direct the exercise of voting rights, are effectively informed;

(c)

shareholders, or in the cases referred to in Article 10(a) to (e) the natural persons or legal entities entitled to acquire, dispose of or exercise voting rights, shall be contacted in writing to request their consent for the use of electronic means for conveying information and, if they do not object within a reasonable period of time, their consent shall be deemed to be given. They shall be able to request, at any time in the future, that information be conveyed in writing, and

(d)

any apportionment of the costs entailed in the conveyance of such information by electronic means shall be determined by the issuer in compliance with the principle of equal treatment laid down in paragraph 1.

(a)

publish notices, or distribute circulars, concerning the place, time and agenda of meetings of debt securities holders, the payment of interest, the exercise of any conversion, exchange, subscription or cancellation rights, and repayment, as well as the right of those holders to participate therein;

(b)

make available a proxy form on paper or, where applicable, by electronic means, to each person entitled to vote at a meeting of debt securities holders, together with the notice concerning the meeting or, on request, after an announcement of the meeting; and

(c)

designate as its agent a financial institution through which debt securities holders may exercise their financial rights.

(a)

the use of electronic means shall in no way depend upon the location of the seat or residence of the debt security holder or of a proxy representing that holder;

(b)

identification arrangements shall be put in place so that debt securities holders are effectively informed;

(c)

debt securities holders shall be contacted in writing to request their consent for the use of electronic means for conveying information and if they do not object within a reasonable period of time, their consent shall be deemed to be given. They shall be able to request, at any time in the future, that information be conveyed in writing; and

(d)

any apportionment of the costs entailed in the conveyance of information by electronic means shall be determined by the issuer in compliance with the principle of equal treatment laid down in paragraph 1.

(a)

enable filing by electronic means in the home Member State;

(b)

coordinate the filing of the annual financial report referred to in Article 4 of this Directive with the filing of the annual information referred to in Article 10 of Directive 2003/71/EC.

(a)

in a language accepted by the competent authority in the home Member State; and

(b)

depending on the choice of the issuer, either in a language accepted by the competent authorities of those host Member States or in a language customary in the sphere of international finance.

(a)

minimum standards for the dissemination of regulated information, as referred to in paragraph 1;

(b)

minimum standards for the central storage mechanism as referred to in paragraph 2.

(a)

an electronic network to be set up at national level between national securities regulators, operators of regulated markets and national company registers covered by the First Council Directive 68/151/EEC of 9 March 1968 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 48 (18) of the Treaty, with a view to making such safeguards equivalent throughout the Community (19); and

(b)

a single electronic network, or a platform of electronic networks across Member States.

(i)

setting up a mechanism ensuring the establishment of equivalence of information required under this Directive, including financial statements and information, including financial statements, required under the law, regulations or administrative provisions of a third country;

(ii)

stating that, by reason of its domestic law, regulations, administrative provisions, or of the practices or procedures based on the international standards set by international organisations, the third country where the issuer is registered ensures the equivalence of the information requirements provided for in this Directive.

(a)

require auditors, issuers, holders of shares or other financial instruments, or persons or entities referred to in Articles 10 or 13, and the persons that control them or are controlled by them, to provide information and documents;

(b)

require the issuer to disclose the information required under point (a) to the public by the means and within the time limits the authority considers necessary. It may publish such information on its own initiative in the event that the issuer, or the persons that control it or are controlled by it, fail to do so and after having heard the issuer;

(c)

require managers of the issuers and of the holders of shares or other financial instruments, or of persons or entities referred to in Articles 10 or 13, to notify the information required under this Directive, or under national law adopted in accordance with this Directive, and, if necessary, to provide further information and documents;

(d)

suspend, or request the relevant regulated market to suspend, trading in securities for a maximum of ten days at a time if it has reasonable grounds for suspecting that the provisions of this Directive, or of national law adopted in accordance with this Directive, have been infringed by the issuer;

(e)

prohibit trading on a regulated market if it finds that the provisions of this Directive, or of national law adopted in accordance with this Directive, have been infringed, or if it has reasonable grounds for suspecting that the provisions of this Directive have been infringed;

(f)

monitor that the issuer discloses timely information with the objective of ensuring effective and equal access to the public in all Member States where the securities are traded and take appropriate action if that is not the case;

(g)

make public the fact that an issuer, or a holder of shares or other financial instruments, or a person or entity referred to in Articles 10 or 13, is failing to comply with its obligations;

(h)

examine that information referred to in this Directive is drawn up in accordance with the relevant reporting framework and take appropriate measures in case of discovered infringements; and

(i)

carry out on-site inspections in its territory in accordance with national law, in order to verify compliance with the provisions of this Directive and its implementing measures. Where necessary under national law, the competent authority or authorities may use this power by applying to the relevant judicial authority and/or in cooperation with other authorities.

(a)

the competent authority of the home Member State acknowledges that annual financial statements prepared by issuers from such a third country give a true and fair view of the issuer's assets and liabilities, financial position and results;

(b)

the third country where the issuer is incorporated has not made mandatory the application of international accounting standards referred to in Article 2 of Regulation (EC) No 1606/2002; and

(c)

the Commission has not taken any decision in accordance with Article 23(4)(ii) as to whether there is an equivalence between the abovementioned accounting standards and

(1)

In Article 1, points (g) and (h) shall be deleted;

(2)

Article 4 shall be deleted;

(3)

In Article 6, paragraph 2 shall be deleted;

(4)

In Article 8, paragraph 2 shall be replaced by the following:

‘2.   Member States may make the issuers of securities admitted to official listing subject to additional obligations, provided that those additional obligations apply generally for all issuers or for individual classes of issuers’;

(5)

Articles 65 to 97 shall be deleted;

(6)

Articles 102 and 103 shall be deleted;

(7)

In Article 107(3), the second subparagraph shall be deleted;

(8)

In Article 108, paragraph 2 shall be amended as follows: