Key Benefits:
The Minister of Economy, Finance and Industry,
Given the monetary and financial code, in particular Article L. 621-6;
In view of the letter from the President of the Authority Financial markets on December 1, 2006,
Stop:
Changes to Book II of the General Regulation of the Autorité des marchés financiers, the text of which is annexed to the This Order is approved and comes into force on January 20, 2007.
This Order and its Schedule will be published In the Official Journal of the French Republic.
A N N E X E
AMENDMENTS TO THE BOOK II OF THE REGULATIONS GENERAL
OF THE FINANCIAL MARKETS AUTHORITY
The General Regulation of the Autorité des marchés financiers is amended as follows:
I.-In Article 212-3, the references: 212-41 at 212-43 " Are replaced by the References: " 212-40 to 212-42 ".
II. -Article 212-8 is amended as follows:
(a) The second paragraph of II is deleted;
(b) At 4 ° of III, the reference: 212-42 " Is replaced by the reference: " 212-41 ".
III. -Article 212-13 reads as follows:
"Article 212-13
" I.-Any issuer whose financial instruments are admitted to negotiations on a regulated market may establish, on a yearly basis, in The conditions set by an AMF instruction, a reference document.
" This reference document may take the form of the annual report for shareholders. In this case, a crosswalk must be provided between the entries in the statement referred to in the first paragraph and the corresponding headings in the annual
. II. -The reference document is filed with the AMF. Where the issuer has not yet submitted three consecutive reference documents to the AMF, this document shall be registered by the AMF prior to its publication
III. -The day after its filing or, where applicable, its registration, the reference document shall be kept freely available to the public; it may be consulted at any time by any person who requests it at the seat of the issuer or To the bodies responsible for providing financial services; a copy of the document must be sent free of charge to anyone who requests it.
" The electronic version of the reference document is sent to the AMF for the purposes of Line on its site.
" IV. -As from the publication of the reference document, the issuer may make regular updates deposited with the AMF in accordance with the conditions laid down in II and relating to published accounts and developments relating to The organization, activity, risks, financial situation and results of the issuer.
" These successive updates shall be made available to the public under the conditions laid down in III.
" V.-When the AMF, in the context of Of its monitoring missions, notes an omission or significant inaccuracy in the content of the reference document, informs the issuer, who must file with the AMF any corrections to the reference
. These Corrections are made available to the public as soon as possible under the conditions laid down in III.
" Any omission or inaccuracy, in the light of this Regulation or of the instructions of the AMF, shall be significant Clearly distort the assessment by the investor of the organisation, activity, risks, financial situation and results of the issuer.
" The other comments made by the AMF are brought to the attention of The issuer, which takes them into account in the subsequent reference document.
" VI. -Where the reference document deposited or registered by the AMF shall be made public within four months after the end of the financial year and shall include the information referred to in a and 2 ° of Article 221-1, the issuer shall be exempted from the Separate publication of this information.
" VII. -When an update of the reference document is made public within two months of the end of the first semester or within 45 days after the end of the first or third quarters of the fiscal year and includes Information mentioned in b or c of 2 ° of Article 221-1, the issuer is exempt from the separate publication of this information.
" VIII. -In order to benefit from the publication exemptions mentioned in VI and VII, the issuer shall, in accordance with Article 221-3, issue a communiqué specifying the arrangements for making available the reference document or its updates. "
IV. -The II of Article 212-27 is amended as follows:
(a) In the first paragraph in fine, the words: When they have such a site " Deleted;
(b) In the second paragraph, the words: " In accordance with Article 222-10 " Are Replaced with the words: " In accordance with the procedure laid down in Article 221-3 ".
V. Articles 212-36 to 212-37 and paragraph 4 of Section 3 of Chapter II of Title I of Book II shall be
. -Paragraph 5 of Section 3 of Chapter II of Title I of Book II becomes paragraph
. -Article 212-38 shall become Article 212-36 and shall be amended as follows:
(a) In the first sentence, the reference: 221-1-1 " Is replaced by the reference: " 222-7 " ;
(b) In the second sentence, references: " 212-39 and 212-39-1 " Are Replaced with references: " 212-37 and 212-38 ".
VIII. -Section 212-39 becomes item 212-37.
IX. -Article 212-39-1 is renumbered as Article 212-38 and the reference: 212-38 " Is replaced by the reference: " 212-36 ".
X. -Section 212-40 becomes item 212-39.
XI. -Section 212-41 becomes item 212-40 and the reference: 212-42 " Is replaced by the reference: " 212-41 ".
XII. -Section 212-42 becomes item 212-41 and the last two paragraphs are deleted.
XIII. -Section 212-43 becomes item 212-42.
XIV. -Title II of Book II reads as follows:
"TITLE II
" PERMANENT AND PERMANENT INFORMATION
" Chapter Ier
"Common provisions and
distribution of regulated information
" Article 221-1
" For the purposes of this title:
" 1 ° The term "issuer" means any Entity or any legal entity having the status of a public saving issuer or whose financial instruments are carriers of a futures contract or a financial instrument admitted to the negotiations on a regulated market;
" 2 ° Where the issuer's financial instruments are admitted to negotiations on a regulated market, the term "regulated information means the following documents and information:
" (a) The annual financial report referred to in Article 222-3 ;
" (b) The semi-annual financial report referred to in article 222-4;
" (c) The quarterly financial information referred to in Article L. 451-1-2 of the Monetary and Financial Code;
" (d) Reports referred to in article 222-9 on The conditions for the preparation and organisation of the work of the board of directors or monitoring and the internal control procedures put in place by the issuers;
" (e) The communiqué on the fees of statutory auditors Accounts referred to in article 222-8;
" (f) Information on the total number of voting rights and the number of shares of the capital stock referred to in article 223-16;
" (g) The description of the buyback programmes referred to in Section 241-2;
" (h) The communiqué specifying the modalities for the provision of a prospectus referred to in article 212-27;
(i) Preferred information published pursuant to article 223-2;
" (j) A communiqué specifying the Arrangements for making available or consulting the information referred to in Article 135 of Decree No. 67-236 of 23 March 1967;
" (k) A monthly statement containing information concerning the redemptions of shares referred to in 1 ° of the Section 241-4 that has been made public by the issuer in the last month;
" (l) Information published under article 223-21;
" Where the issuer has no financial instrument admitted to negotiations on a contract "Regulated information means the documents and information referred to in points d, e, h and i.
" 3 ° The term: "person means a natural person or a legal person.
" Article 221-2
" I.-Where the AMF is competent to monitor compliance with the obligations concerning the information referred to in a, b, c, f, i and l of 2 ° of Article 221-1, this information shall be drawn up:
" 1 ° In French when Financial instruments are admitted to negotiations on a French regulated
. However, in the cases referred to in Article 212-12, the information referred to in a, b, c, f, i and l of 2 ° of Article 221-1 may be Written in a language common to financial matters other than French.
" 2 ° In French or in another common language in financial matters where financial instruments are not admitted to negotiations on a regulated market French.
" II. -Where AMF is not competent for the control of the information referred to in the I and the financial instruments are admitted to negotiations on a French regulated market, this information shall be in French or in another language Usual in financial matters.
" III. -Without prejudice to the provisions of 5 ° of Article L. 451-1-4 of the Monetary and Financial Code, where the nominal value of the financial instruments amounts to at least EUR 50 000 or to the countervalue of that amount in foreign currencies, the regulated information Payable is in French or in another common language in financial matters.
"Article 221-3
" I.-The issuer ensures the full and effective dissemination of the regulated information Defined in object 221-1.
" II. -The issuer posts the regulated information on its website as soon as it is broadcast. This information shall be kept for at least five years from the date of release.
" Where the issuer has no financial instrument admitted to the negotiations on a regulated market, the publication on its website Regulated is effective and integral in the sense of I.
"Article 221-4
" I.-For issuers whose financial instruments are admitted to negotiations on a regulated market, the Effective and integral distribution is understood to be a diffusion allowing:
" 1 ° To reach the widest possible audience and within as short a period as possible between its dissemination in France and in the other Member States of the Community European or Parties to the Agreement on the European Economic Area;
2 ° Transmit the regulated information to the media in its entirety and in a way that ensures the security of the transmission, minimises the risk of corruption of the Data and unauthorized access and provide any certainty as to the source of the information transmitted;
" 3 ° Clearly identify the issuer concerned, the subject matter of the regulated information and the time and date of its transmission by The sender.
" The issuer shall fix as soon as possible any failure or interruption in the transmission of the regulated information.
" The issuer cannot be held responsible for systemic failures or malfunctions in the media To which the regulated information was transmitted.
" II. -The issuer shall communicate to the AMF, on its request, the following:
" 1 ° The name of the person who passed the regulated information to the media;
" 2 ° The details of security measures;
" 3 ° The time and date of the Information was passed to the media;
" 4 ° The means by which the information was transmitted;
" 5 ° If applicable, details of any embargo measures issued by the issuer on this information.
" III. -The issuer is presumed to comply with the obligation referred to in Article 221-3 and the obligation to deposit to the AMF referred to in Article 221-5 when it transmits the regulated information electronically to a professional broadcaster who Respects the terms of distribution described in I and is on a list published by the AMF.
" IV. -For the reports and information referred to in (a), (b), (c) and (d) of Article 221-1, the issuer may, in accordance with the arrangements provided for in this Article, issue a communiqué specifying the arrangements for making such reports available and Information. It is then exempt from the application of section 221-3.
" V.-The issuer shall also carry out a financial communication by means of a written press, according to the rhythm and the format of the presentation which it considers appropriate to its shareholding and To its size. This communication must be non-misleading and consistent with the information referred to in I of Article 221-3.
"Article 221-5
" The issuer files the regulated information with the AMF under Electronic format at the same time.
"Article 221-6
" The provisions of Articles 221-3 and 221-4 shall apply to issuers of which financial instruments referred to in I and II of Article L. 451-1-2 of the Monetary and Financial Code shall be admitted to negotiations only on a French regulated market, even when their seat is established outside France and they are not subject to the obligations laid down in Article
"Chapter II
" Periodic Information
" Section 1
"Accounting and Financial Information
" Subsection 1
"General
" Article 222-1
" The provisions of this Section shall apply to the French issuers referred to in Article L. 451-1-2 of the Monetary and Financial
. They also apply:
" 1 ° To transmitters mentioned at 1 ° or 2 ° of II of The aforementioned Article L. 451-1-2 when they have chosen the AMF as the competent authority to monitor compliance with the information obligations provided for in that Article. This choice shall be valid for three years, unless the financial instruments concerned are no longer admitted to negotiations on any market of a Member State of the European Community or party to the agreement on the European Economic
. This choice Shall take the form of a declaration published in the manner provided for in Article 221-3 and filed with the AMF under the conditions laid down in Article 221-5
When its financial instruments are no longer admitted to negotiations on a regulated market A Member State of the European Community or Party to the Agreement on the European Economic Area or where the issuer chooses another competent authority to monitor compliance with the information obligations laid down in Article L. 451-1-2, above, The issuer shall inform the AMF in accordance with the terms and conditions laid down in the preceding
. 2 ° To the issuers mentioned in 3 ° du II of Article L. 451-1-2 when the first public offering has been Carried out in France, subject to the subsequent choice of the issuer's share when this operation was not carried out by the issuer.
"Article 222-2
" In case of a change of scope with a Impact on accounts greater than 25 %, the issuer shall submit pro forma information for at least the current financial year, in accordance with terms and conditions fixed by an AMF instruction.
" Subsection 2
"Annual Financial Reports
" Article 222-3
" I.-The annual financial report referred to in Article L. 451-1-2 of the Monetary and Financial Code
: 1 ° Accounts Annual;
" 2. Where applicable, the consolidated accounts established in accordance with Regulation (EC) No 1606/2002 of 19 July 2002 on the application of international accounting standards;
" 3 ° A management report containing at least the Information referred to in Articles L. 225-100, L. 225-100-3 and the second paragraph of Article L. 225-211 of the Commercial Code and, if the issuer is required to draw up consolidated accounts, in Article L. 225-100-2 of that code;
" 4 ° A declaration Natural persons who bear the responsibility for the annual financial report, clearly identified by their names and functions, attesting that to their knowledge the accounts are prepared in accordance with the applicable accounting standards and provide A true picture of the heritage, the financial situation and the outcome of the issuer and of all the enterprises included in the consolidation, and that the management report presents a true picture of the evolution of business, of results And the financial position of the issuer and all enterprises included in the consolidation and a description of the main risks and uncertainties they face;
" 5 ° The report of the statutory auditors Accounts on annual accounts and consolidated accounts, where applicable.
" II. -The issuer may include in the annual financial report referred to in the I the communiqué on the fees of statutory auditors referred to in Article 222-8 and the reports referred to in Article 222-9. It is then exempt from the separate publication of this information.
"Subsection 3
" Semi-Annual Financial Reports
"Article 222-4
" I. -The semi-annual financial report referred to in Article L. 451-1-2 of the Monetary and Financial Code includes:
" 1 ° Condensed accounts or complete accounts for the last six months, submitted in consolidated form where applicable, established Either in accordance with IAS 34 or in accordance with Article 222-5;
" 2 ° A semi-annual activity report;
" 3 ° A statement of the natural persons who take responsibility for the semi-annual financial report, clearly Identified by their names and functions, stating that to their knowledge the accounts shall be drawn up in accordance with the applicable accounting standards and shall give a true and fair view of the assets, financial position and result of the issuer, or of the All undertakings included in the consolidation, and that the half-yearly activity report presents a fair picture of the information referred to in Article 222-6;
" 4 ° The report of statutory auditors on the limited review of accounts Above. Where the legal provisions applicable to the issuer do not require that the semi-annual accounts be the subject of a report by statutory or statutory auditors, the issuer shall mention it in its report.
" Article 222-5
" I.-When the issuer is not required to draw up consolidated accounts or apply international accounting standards, the semi-annual accounts shall include at least the following:
" 1 ° Balance sheet;
" 2 ° A result account;
" 3 ° A table showing changes in equity;
" 4 ° A cash flow table;
" 5 ° An appendix.
" These accounts may be condensed and the annex may not contain A selection of the most significant accompanying notes.
" II. -To ensure comparability, half-yearly accounts have the following elements:
" 1 ° The balance sheet at the end of the interim period concerned and the balance sheet at the closing date of the previous financial year;
2 ° The cumulative result account The beginning of the financial year at the end of the interim period, the profit and loss account for the same period of the previous financial year, as well as the profit and loss account for the previous year;
" 3 ° The table of cumulative capital variations of the The beginning of the fiscal year at the end of the intervening period, as well as the table of changes in equity in the previous year; and
" 4 ° A table of accumulated cash flows from the beginning of the year to the end of the intervening period, As well as the flow table for the previous year.
" III. -The semi-annual accounts shall be established on a consolidated basis if the company's most recent accounts are consolidated accounts.
" IV. -If the result by action is published in the accounts for the financial year, it is also published in the half-yearly accounts.
"Article 222-6
" The semi-annual activity report shall indicate at least the Significant events during the first six months of the fiscal year and their impact on the semi-annual accounts. It includes a description of the main risks and uncertainties for the remaining six months of the year. For share issuers, the half-yearly activity report also shows the main transactions between related parties.
"Section 2
" Other
information "Article 222-7
" The issuers referred to in Article L. 451-1-1 of the Monetary and Financial Code shall file with the AMF in electronic format, within twenty trading days following the broadcast The annual financial report referred to in the 2 ° of Article 221-1, a document which contains or mentions all the information which they have published or made public in the last twelve months in one or more States party to the agreement On the European Economic Area or in one or more third countries to comply with their legislative or regulatory obligations in the field of financial instruments, issuers of financial instruments and financial instrument
. " The document referred to in the first subparagraph shall be kept freely available to the public at the seat of the issuer. This document is also posted on the issuer's website. It may be included in the reference document referred to in section 212-13 or the annual financial report referred to in the 2 ° of section 221-1.
" Where the document refers to information, it should be specified where that information Can be obtained.
"Article 222-8
" I.-Within four months of the end of its financial year, any French or foreign issuer making public use of the savings shall publish, in a The amount of the fees paid to each of the statutory auditors responsible for controlling the accounts of the issuer and, where applicable, the company in which it carries out its functions or to other professionals in the network Constituted between natural or legal persons, providing professional services or advice in the field of accounting, auditing, contractual audit, legal, financial and tax advice, And in related fields, and directly or indirectly, inter-relationships establishing a meaningful and sustainable community of economic interest.
" Where the issuer establishes consolidated accounts, these Fees are those paid by him and the companies that are the subject of global integration. It shall be distinguished, in accordance with the conditions laid down by an AMF instruction, between the corresponding fees on the one hand to the legal mission of the statutory auditors, as well as to the due diligence of the auditors, on the other hand, to the Other benefits.
" The communiqué referred to in the first subparagraph shall be published in accordance with the procedure laid down in Article 221-3
II. -The provisions of the I do not apply to issuers which have entered into negotiations on a regulated market on financial instruments mentioned in Article L. 211-1 of Article L. 211-1 of the Monetary Code and Financial.
"Article 222-9
" I.-Public limited liability companies shall make public, in accordance with the procedures laid down in Article 221-3, the reports referred to in the last paragraph of the Articles L. 225-37, L. 225-68 and L. 225-235 of the Commercial Code no later than the day of the deposit at the Registry of the Commercial Court of the report referred to in Article L. 225-100 of the Commercial
. Other French or foreign legal entities Making public the information relating to the matters referred to in the last paragraph of Articles L. 225-37 and L. 225-68 of the trade code under the same conditions as those mentioned in the first subparagraph if they Be required to file their accounts at the Registry of the Commercial Court and upon the approval of the annual accounts of the preceding financial year if not.
" The reports and information referred to in the first and second subparagraphs shall be Line on the relevant legal person's site.
" II. -Where the issuer draws up a reference document in accordance with Article 212-13, this reference document shall include the reports and information referred to in I. In this case, the dissemination arrangements defined in the I shall not apply.
"Chapter III
" Permanent Information
"Section 1
" Obligation Public information
"Article 223-1
" The information provided to the public by the issuer must be accurate, accurate and sincere.
"Article 223-2
" I.-Every issuer must, As soon as possible, bring to the knowledge of the public any privileged information as defined in Article 621-1 and which is directly relevant to it.
" II. -The issuer may, under its own responsibility, postpone the publication of privileged information in order not to infringe its legitimate interests, provided that such omission is not likely to mislead the public and that the issuer Be able to ensure the confidentiality of that information by controlling access to it, and in particular:
" 1 ° By putting in place effective provisions to prevent access to this information to persons other than Those who need it to perform their functions within the issuer;
" 2 ° Taking the necessary measures to ensure that any person having access to this information is aware of the legal and regulatory obligations relating to Such access and shall be notified of the sanctions provided for in the event of the improper use or dissemination of this information;
" 3 ° By putting in place the necessary provisions allowing an immediate publication of this information in the event that it Would not have been able to ensure confidentiality, without prejudice to the provisions of the second paragraph of Article 223-3.
" III. -The legitimate interests referred to in the second subparagraph may, in particular, concern the following situations:
" 1 ° Negotiations in progress or related matters, where making them public could affect the outcome or the normal course of These negotiations. In particular, in the event of a serious and imminent danger threatening the financial viability of the issuer, but not falling within the scope of the provisions referred to in Book VI of the trade code relating to the difficulties of undertakings, the disclosure Information to the public may be deferred for a limited period if it is likely to seriously damage the interests of existing or potential shareholders by compromising the conclusion of specific negotiations to ensure the recovery Long-term financial issuer;
" 2 ° Decisions taken or contracts issued by the governing body of a transmitter, which require the approval of another organ of the issuer to become effective, when the structure of the issuer Requires a separation between the two bodies, if the publication of this information before their approval, combined with the simultaneous announcement that that approval has yet to be given, is such as to distort their correct assessment by the Public.
"Item 223-3
" Where an issuer, or a person acting on behalf of or on behalf of the issuer, communicates privileged information to a third party in the normal course of its work, Of its profession or functions, within the meaning of the third paragraph of Article 622-1, it shall ensure that it is disseminated in accordance with the procedures laid down in Article 221-3 at the same time in the case of intentional communication, or in the case of Unintentional communication.
" The provisions of the first paragraph shall not apply where the person who receives the information is bound by a duty of confidentiality, irrespective of whether the basis of the information is legislative, regulatory, Statutory or contract.
"Item 223-4
" The issuer refrains from combining, in a manner liable to mislead the public, the provision of privileged information and the elements Advertising or business related to its activities.
"Article 223-5
" Any significant changes to privileged information already made public must be promptly disclosed Using the same terms and conditions that were used during initial release.
"Item 223-6
" Any person who prepares a financial transaction for his or her account that is likely to have a Significant impact on the course of a financial instrument or on the situation and rights of the carriers of this financial instrument should, as soon as possible, inform the public of the characteristics of this operation
If the Confidentiality is temporarily necessary for the conduct of the transaction and if it is able to preserve this confidentiality, the person referred to in the first paragraph may take the responsibility of deferring the publication.
"Item 223-7
" When a person has been called upon to publicly declare his or her intentions and subsequently the latter are no longer in conformity with his or her original declaration, the person shall be required to Quickly to the public's knowledge of its new intentions.
"Article 223-8
" Every issuer must ensure in France simultaneously information identical to that which it gives to Foreign compliance with the provisions of section 223-1.
"Article 223-9
" Any information referred to in Articles 223-2 to 223-8 shall be brought to the attention of the public in the form A statement issued in accordance with the procedure laid down in Article 221-3.
"Article 223-10
" The AMF may request the issuers and persons referred to in Articles 223-2 to 223-8 the publication, in Appropriate time limits, information which it considers relevant to the protection of investors and the proper functioning of the market and, failing that, to publish this information itself.
" Section 2
"Thresholds thresholds,
declarations of intent and changes of intent
" Subsection 1
"Threshold Franchings
" Item 223-11
" For the calculation of the participation thresholds referred to in Article L. 233-7 of the Commercial Code, the person shall keep the information referred to in Article L. 233-7. Shall take into account the shares and voting rights held by it and the shares and voting rights which are assimilated to it in accordance with Article L. 233-9 of the said Code, and shall determine the share of capital and voting rights that it Holds on the basis of the total number of shares in the capital of the company and the total number of voting rights attached to those shares.
" The total number of voting rights is calculated on the basis of all the actions to which the Voting rights, including private voting shares.
"Article 223-12
" I.-Pursuant to Article L. 233-9 of the Trade Code, Article L. 233-9 shall not be assimilated to Shares or voting rights held by the person held in accordance with the information provided for in the I of Article L. 233-7 of that code the shares held in a portfolio managed by a provider of investment services controlled by that person in the sense Article L. 233-3 of the Commercial Code in the context of the portfolio management service on behalf of third parties, if the provider may exercise the voting rights attached to such shares only if he has received instructions from his principal or if he Ensures that the portfolio management activity for third parties is exercised independently of any other activity.
" II. -The provisions of Article L. 233-9 of the Commercial Code do not apply where the management company or the investment service provider can exercise the voting rights only on direct or indirect instructions of the Person kept on the information referred to in Article L. 233-7 referred to above or any other person controlled by the latter within the meaning of Article L. 233-3 above.
" Article 223-13
" I.-The information requirements laid down in Article L. 233-7 of Article L. 233-7 of the Code of Trade do not apply in particular to actions:
" 1 ° Acquired for the sole purpose of clearing, settlement or delivery of instruments Financial as defined in Title V of Book V;
" 2 ° Held by an investment service provider in his negotiating portfolio within the meaning of Council Directive 93 /6/EC of 15 March 1993 on the adequacy of the capital of the Investment firms and credit institutions, provided that:
" (a) These shares represent the capital or voting rights of the issuer less than or equal to 5 %;
" (b) Voting rights in those shares Are not exercised or otherwise used to interfere with the management of the issuer.
" II. -The information obligations laid down in Articles I, II and III of Article L. 233-7 of the Commercial Code do not apply to the content of the market when crossing the threshold of the twentieth of capital or voting rights in the context of the holding of the market, to Condition that it does not intervene in the management of the issuer and has no influence to induce the issuer to acquire these shares or to support the price.
"Article 223-14
" I.-The Persons held in accordance with the information referred to in Article L. 233-7 of the Commercial Code shall inform the AMF at the latest within five days of negotiation from the crossing of the threshold for participation
II. -Information referred to in I includes:
" 1 ° The identity of the reporter;
" 2. Where applicable, the identity of the natural or legal person entitled to exercise voting rights on behalf of the declarant;
" 3 ° Date of Crossing participation threshold;
" 4 ° The origin of the threshold crossing;
" 5 ° The situation resulting from the operation in terms of voting shares and voting rights;
" 6. Where appropriate, the nature of the assimilation to the shares or The voting rights owned by the declarant resulting from Article L. 233-9 of the Commercial Code and, where appropriate, the main features of the agreement referred to in Article L. 233-9 of Article L. 233-9 thereof;
' 7 ° Where applicable, All controlled companies within the meaning of Article L. 233-3 of the trade code through which the shares and voting rights are held;
" 8 ° The number of securities owned by the declarant giving access to capital And the voting rights attached to it.
" III. -The information referred to in the I shall be in French or in another common language in financial
. IV. -The AMF may apply to companies whose head office is not located in France and whose shares are admitted to negotiations on a French regulated market for equivalent information.
" Article 223-15
" The information referred to in section 223-14 is known to the public by the AMF.
"Subsection 2
" Number Information Total
voting rights and share actions
"Item 223-16
" Companies whose shares are admitted to negotiations in a regulated market shall publish in accordance with the procedure laid down in Article 221-3 and Transmit to the AMF, each month, the total number of voting rights and the number of shares of the share capital if they have changed from those previously published.
" AMF may apply to companies whose registered office is not Located in France and whose shares are admitted to negotiations on a regulated market for equivalent information.
"Subsection 3
" Declarations of Intent and
intent changes "Item 223-17
" The information referred to in VII of Article L. 233-7 of the Commercial Code shall be made known to the public by the AMF
The AMF may apply to companies whose Head office is not located in France and whose shares are admitted to negotiations on a regulated market for equivalent information.
"Section 3
" Pacts Of shareholders
"Article 223-18
" The information referred to in Article L. 233-11 of the Commercial Code shall be made known to the public by the AMF.
" Section 4
"Other Information
" Subsection 1
"
Status Change Project Information" Item 223-19
" Issuers referred to in Article 222-1 shall communicate without delay, and no later than the date of the convocation of the General Assembly, to the AMF, as well as to persons who manage regulated markets in the Space The European Economic Community on which their securities are admitted to the negotiations, any draft amendments to their statutes.
"Article 223-20
" I.-Any company whose registered office is located in France and whose shares are admitted to negotiations on a French regulated market or for which an application for admission to such a market has been made which decides to apply or terminate the application of the provisions laid down in the Articles L. 233-35 to L. 233-39 of the Commercial Code shall transmit to the AMF, as soon as the statutes are amended, all the modifications so made for the purpose of putting online on its site.
" II. -Also subject to the provisions of I:
" 1 ° Any company whose registered office is located in France and whose shares are admitted to negotiations on a regulated market of a Member State of the European Community or party to The agreement on the European Economic Area, other than France, or for which an application for admission to negotiations on such a contract has been submitted;
' 2 ° Any company whose registered office is situated in a Member State of the European Community or Party to the Agreement on the European Economic Area, other than France, whose shares are admitted to negotiations on a French regulated market or for which an application for admission to negotiations on such a market Market was presented.
"Subsection 2
" Other information
"Item 223-21
" Without prejudice to section 1 of the Chapter, the transmitters referred to in Article 222-1 shall publish without delay, under the conditions and in the manner specified in Article 221-3:
" 1 ° Any change in the rights attaching to the various categories of shares, including Rights attaching to derivative instruments issued by the issuer and giving access to the shares of the issuer;
" 2 ° Any modification of the conditions of the broadcast liable to have a direct impact on the rights of the holders of the instruments Financial other than shares;
" 3. The new debt issuance and the guarantees they would be, if any, matched.
" The provisions of 3 ° do not apply to international bodies of a public nature, including a Member State of the European Community or Party to the Agreement on the European Economic Area is a member.
"Section 5
" Operations of the officers and persons referred to in Article L. 621-18-2 of the monetary and financial code on company securities
"Article 223-22
" The persons referred to in Article L. 621-18-2 of the monetary and financial code shall report to the AMF, by means of Electronic, within five days of negotiation following their completion, acquisitions, transfers, subscriptions or exchanges of financial instruments of the issuer in which the persons referred to in the a and b of Article L. 621-18-2 They shall carry out their duties as well as transactions on instruments related to them.
" The declarations referred to in the first subparagraph shall be posted on the AMF website.
" Article 223-23
" By way of derogation from the provisions of Article 223-22, the operations carried out by a person referred to in Article L. 621-18-2 of the Monetary and Financial Code shall not be declared where the cumulative amount of the Operations shall not exceed EUR 5 000 for the current calendar year. This amount shall be calculated by adding together the operations carried out by the persons mentioned in the a or in the b of Article L. 621-18-2 of the Monetary and Financial Code and the transactions carried out on behalf of the persons mentioned in Item.
" In the case of transactions involving financial instruments related to the issuer's securities, this amount applies to the underlying transaction.
"Article 223-24
" Issuer establishes, maintains and Shall simultaneously communicate to the persons concerned and to the AMF the list of persons referred to in Article L. 621-18-2 of the monetary and financial
. The first communication is made on or before May 30, 2006.
"Item 223-25
" The declaration referred to in Article 223-22 shall contain the following particulars:
" 1 ° For operations carried out by a person mentioned in a or b of Article L. 621-18-2 of the Monetary and financial code, the name of that person and the functions it performs within the issuer;
" 2 ° For operations carried out by a person mentioned in the c of the same article, the name of that person indicating: Person (s) related to ..., followed by the name and functions performed by the person referred to in a or (b) of Article L. 621-18-2;
" 3 ° The name of the issuer concerned;
" 4 ° Description of the financial instrument;
" 5 ° The nature of the operation;
" 6 ° The date and location of the operation;
" 7 ° The unit price and amount of the operation.
" The declaration must be based on the model model defined in an AMF statement.
"Item 223-26
" The report referred to in Article L. 225-100 of the Commercial Code presents a summary of the operations referred to in Article L. 621-18-2 of the monetary and financial code carried out during the Last fiscal year.
"Section 6
" Insider Lists
"Item 223-27
" Every issuer, whose financial instruments are admitted to the Negotiations on a regulated market or for which a request for admission to negotiations on such a contract has been made, shall communicate, in writing, to the AMF, when requested by the AMF, the list shall be drawn up in accordance with the first Article L. 621-18-4 of the Monetary and Financial Code, persons and third parties having regular or occasional access to privileged information within the meaning of Article L. 621-1.
" The list of persons and third parties having Regular or occasional access to such privileged information, drawn up by third parties pursuant to the second subparagraph of Article L. 621-18-4, shall be communicated to the AMF under the same conditions and in the same manner.
"Item 223-28
" The lists referred to in article 223-27 include:
" 1 ° The name or name of each person;
" 2 ° Reason for listing on the list ;
" 3 ° The creation and refresh dates for the list.
"Item 223-29
" The lists referred to in Article 223-27 shall be promptly updated in the following cases:
" 1 ° In case of a change in the reason for registering a person on the list;
" 2 ° When a new person is to be listed;
" 3 ° Where a person ceases to be entered on the list, mentioning the date at This person ceases to have access to privileged information.
"Item 223-30
" The issuer shall inform the persons concerned of their entry on the list, of the rules applicable to The detention, communication and exploitation of privileged information and penalties incurred in the event of violation of these rules
The third parties mentioned in the second paragraph of Article 223-27 shall make the same information in respect of People on the list they are establishing.
"Item 223-31
" The lists referred to in Article 223-27 shall be kept for at least five years after their establishment or Day.
"Section 7
" Declaration of Intent in Case of Preparatory Acts
to the Deposit of a Public Offering
"Article 223-32
" Without prejudice to the provisions of Article 223-6, in particular where the market for the financial instruments of an issuer is subject to significant changes in prices or unusual volumes, the AMF may request persons from whom there are Reasonable grounds to believe that they prepare, alone or in concert within the meaning of Article L. 233-10 of the Code of Commerce, a public offer of acquisition, to inform the public of their intentions within a time limit. This is the case, in particular, in the event of discussions between the issuers concerned or the designation of advice, with a view to the preparation of a public
. Information is brought to the attention of the public by means of a press release Prior to the assessment of the AMF and in accordance with the procedures laid down in Article 221-3.
"Article 223-33
" Where the persons referred to in section 223-32 declare that they intend to file A draft offer, the AMF fixes the date on which they must publish a statement concerning the features of the offer project or, as the case may be, file an offer.
" The communiqué referred to in the first subparagraph shall include The financial conditions of the draft offer, the agreements which may affect its implementation, the participation held in the issuer concerned, the possible preconditions for the filing of the draft offer and the envisaged
. The AMF may request any information it deems necessary.
" Where the features of the draft offer have not been communicated or where an offer has not been filed within the period referred to in the first subparagraph, the persons Are deemed not to have the intention of submitting a draft offer and are subject to the provisions of Article 223-35.
"Article 223-34
" Sections 10 and 11 of Chapter I of the Title III of this book and the provisions relating to the market intervention of the securities concerned by a public offer shall apply as soon as the declaration of intention referred to in Article 223-33 is published. They shall cease to apply when the company announces that it has abandoned its project or when an offer has not been filed within the period referred to in Article 223-33.
" The provisions of the first subparagraph shall also apply between The announcement of the features of an offer made pursuant to Articles 223-6 and 223-33 and the deposit thereof.
"Article 223-35
" When they state that they do not intend to Submit a draft offer, or where they are deemed not to have such an intention under the last paragraph of Article 223-33, the persons referred to in Article 223-32 shall not, for a period of six months from their Declaration or expiry of the period referred to in the last paragraph of Article 223-33, proceed to the filing of a draft offer, unless they justify significant changes in the environment, the situation or the shareholding of persons Concerned, including the issuer itself.
" During the period referred to in the first subparagraph, such persons may not place themselves in a situation requiring them to submit a draft offer. When they increase by at least 2 % the number of capital shares and give access to the capital or voting rights of the issuer concerned, they shall immediately make the declaration and indicate the objectives which they have Intention to continue to the end of this period.
" The information referred to in the preceding paragraph shall be made known to the public in accordance with the terms and conditions laid down in Article 223-32. "
XV. -In the second sentence of Article 231-5, the references: In Article 222-22 " Are replaced by references: " In Article 221-3 ".
XVI. -In Article 231-16, the words: Effective and integral " Are replaced by the words: " As set out in Article 221-3 ".
XVII. -In the first paragraph of Article 231-17, after the words: Publish a statement "shall be inserted the words:" , as set out in Article 221-3, ".
XVIII. -In the first sentence of Article 231-24, the words: Effective and integral " Are replaced by the words: " As set out in Article 221-3 ".
XIX. -In the third paragraph of Article 231-26, the words: Effective and integral " Are replaced by the words: " As set out in Article 221-3 ".
XX. -Article 231-27 is amended as follows:
a) In the b of 2 °, the words: " Effective and integral " Are replaced by the words: " In the manner laid down in Article 221-3 " ;
b) In the b of 3 °, the words: " Effective and integral " Are replaced With the words: " As set out in Article 221-3 ".
XXI. -In Article 231-37, the words: Effective and integral " Are replaced by the words: " As set out in Article 221-3 ".
XXII. -In III of Article 237-16, the words: Effective and integral " Are replaced by the words: " As set out in Article 221-3 ".
XXIII. -Article 241-2 is amended as follows:
(a) In the first paragraph of the I, the reference: 212-13 " Is replaced by the reference: " 221-3 " ;
(b) In II, reference: " 212-13 " Is replaced by the reference: " 221-3 ".
XXIV. -Article 241-3 is amended as follows:
(a) In the I, the reference: 212-13 " Is replaced by the reference: " 221-3 " ;
(b) In II, reference: " 212-13 " Is replaced by the reference: " 221-3 " ;
(c) In III, the reference: 212-13 " Is replaced by the reference: " 221-3 ".
XXV. -The last sentence of 1 ° of the I of Article 241-4 reads as follows:
" Such information, as set out in an AMF instruction, shall be posted on the issuer's website; "
Done at Paris, January 4, 2007.
Thierry Breton
