International ECM Listings Rules, Requirements & Obligations in France

(Unless expressly stated, the information in the section addresses a listing of equity shares in a commercial company (not an investment company) listed on the regulated market Euronext Paris.)

Euronext Paris is the main market in France, which is operated by Euronext and regulated by the Financial Markets Authority (AMF). Euronext Paris is France’s only regulated market.

Euronext also operates markets in Amsterdam, Brussels, Dublin, Lisbon, London and Oslo, but the rules applicable to these markets are not fully harmonised.

Public limited companies (“sociétés anonymes – SA”), European Companies (“société européenne – SE”) and limited share partnerships (“sociétés en commandite par actions – SCA”) incorporated in France.

Any foreign company that has been duly incorporated in its place of incorporation or establishment and which is permitted under its local law to have its securities listed.

Prospectuses.

A prospectus prepared and approved in accordance with the Prospectus Regulation is required when an issuer:

• first applies for a class of securities to be admitted to trading on Euronext Paris, the French regulated market; or

• issues new shares in any rolling 12 month period which would reach or exceed 20% of its issued shares of the same class.

Public limited companies ((“sociétés anonymes – SA”) and limited share partnerships (“sociétés en commandite par actions – SCA”), listed or not, must have a share capital of at least €37,000 (€120,000 in the case of a European Company – “société européenne – SE”).

Apart from that, no minimum assets, equity and / or working capital is required by the Listing Rules of Euronext Paris.

However, it should be noted that Euronext Paris may grant, if certain conditions are met, an exemption from the requirement to have, for the last three financial years preceding the request for admission to trading, audited annual financial statements published or filed with the competent bodies or audited pro forma accounts (see below ”Financial information”). If such a derogation is granted, Euronext Paris may subject the admission to trading to additional requirements in respect of market capitalisation, shareholders’ equity and / or lock-up requirements, or any other condition determined by Euronext Paris.

A sufficient number of securities must be distributed to the public. A sufficient number of securities is deemed to have been distributed to the public if at least 25% of the subscribed capital represented by the class of securities concerned are in the hands of the public or a lower percentage determined (in its absolute discretion) by Euronext Paris in view of the large number of the securities concerned and the extent of their distribution to the public. This percentage may not be lower than 5 % of the subscribed capital represented by the class of securities concerned and must represent a value of at least  €5,000,000 calculated on the basis of the subscription price.

There is no specific requirement regarding the issuers track record provided it has published or filed audited annual financial statements for the last three financial years as outlined below.

The publication by the issuer of its audited annual financial statements, or pro forma accounts, for the last three years (see below ”Financial information”) ensures appropriate transparency on the revenue earning track record.

The issuer must have published or filed audited annual financial statements or pro forma accounts, consolidated where applicable, for the preceding three financial years. If the financial year closed more than nine months before the date of the application for admission of securities to trading, the issuer must have published or filed half-yearly accounts (which do not need to be audited).

The issuer must ensure that securities listed on a regulated market are capable of being traded in a fair, orderly and efficient manner and, in the case of transferable securities, are freely negotiable.

There are no specific rules requiring an issuer to be independent of controlling shareholders, but major shareholders and their influence must be disclosed in the prospectus.

It also should be noted that shareholders of an issuer incorporated in France must notify the AMF and the issuer, when the percentage of the issuer’s share capital or voting rights that they hold reaches, exceeds or falls below any of the following thresholds: 5%, 10%, 15%, 20%, 25%, 30%, 33.33%, 50%, 66.66%, 90% and 95%. When the 10%, 15%, 20% or 25% threshold is reached, the shareholder must declare to the issuer and the AMF its objectives for the next six months.

In addition, the requirement for a mandatory offer is triggered when a person acquires interests in shares that take his aggregate holding to 30% or more of the voting rights or of the capital of the company (as well as when a person holding between 30% and 50% of the capital or voting rights increases such holding by 1% or more within a period of less than 12 consecutive months).

Finally, the AFEP-MEDEF Corporate Governance Code applicable to large companies recommends that the independent directors should account for half the members of the board in widely held corporations without controlling shareholders. In companies with controlling shareholders, independent directors should account for at least a third of board members. Directors representing employee shareholders and directors representing employees are not taken into account when determining these percentages.

There are no lock-in requirements under the Euronext Paris Listing Rules.

The issuers must appoint a listing agent for the purposes of their first application for admission of securities to trading, as well as for any subsequent application for admission of securities to trading requiring the publication of a prospectus.

In addition, in the context of a takeover the issuer may be under an obligation to appoint financial intermediaries or any other qualifying entity.

The Listing Rules do not require issuers to appoint a Market-maker or broker (nevertheless, in certain circumstances, investment firms must enter into such a market making agreement).

Euronext members may trade not only for third parties (as broker), but also for their own account (as dealer), including in order to enhance the market liquidity of a listed security.

Advertisements, presentations to potential investors and other means of promoting an IPO or a secondary issue are permitted.

However, advertisements need to be first disclosed to the AMF for review.

Also, advertisements must state that a prospectus has been, or will be, published and indicate where investors are, or will be, able to obtain it. Moreover, advertisements must be clearly recognisable as such. The information contained in an advertisement must be accurate and must not be misleading and must be consistent with the information contained in the prospectus, where already published, or with the information required to be in the prospectus, where the prospectus is yet to be published.

More specifically, advertisements disseminated to potential retail investors must include certain elements, such as:

• a statement that the approval of the prospectus should not be understood as an endorsement of the securities admitted to trading where the advertisement contains a reference to a prospectus approved by the AMF;
• a recommendation that potential investors read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities where the advertisement contains a reference to a prospectus approved by the AMF.

Finally, canvassing for banking or financial business is also subject to certain restrictions. Only persons and legal entities referred to in article L. 341-3 of the Monetary and Financial Code are permitted to undertake such canvassing.

Timing depends on the size and complexity of the company, and its state of preparedness for an IPO, but it will normally take three to six months.

More precisely, the AMF notifies the issuer applying for admission to trading of its decision regarding the approval of the prospectus within 10 working days of the submission of the draft prospectus (20 working days where the offer to the public involves securities issued by an issuer that does not have any securities admitted to trading already and that has not previously offered securities to the public). However, where the AMF finds that the draft prospectus does not meet the standards of completeness, comprehensibility and consistency necessary for its approval and/or that changes or supplementary information are needed, the AMF informs the issuer of that fact promptly and clearly specifies the changes or supplementary information required. In such a case, the time limit then applies only from the date on which a revised draft prospectus or the supplementary information requested is submitted to the AMF.

Existing shareholders enjoy pre-emption rights. Secondary issues therefore tend to involve shares being offered initially to existing shareholders and then, to the extent that such shareholders do not take up the shares, they may be offered to new investors. Pre-emptive rights may be disapplied by the shareholders in general meeting which decides on the capital increase.

Up to 20% of the issuer’s share capital in every year can be issued non-pre-emptively to qualified investors or fewer than 150 investors.

In addition, a simplified disclosure regime applies to secondary offerings. In the case of an offer of securities to the public or of an admission of securities to trading on a regulated market, the following persons may choose to draw up a simplified prospectus:

• issuers whose securities have been admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months and who issue securities fungible with existing securities which have been previously issued;
• issuers whose equity securities have been admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months and who issue non-equity securities or securities giving access to equity securities fungible with the existing equity securities of the issuer already admitted to trading;
• offerors of securities admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months;
• issuers whose securities have been offered to the public and admitted to trading on an SME growth market continuously for at least two years, and who have fully complied with reporting and disclosure obligations throughout the period of being admitted to trading, and who seek admission to trading on a regulated market of securities fungible with existing securities which have been previously issued.

The simplified prospectus, which contains relevant reduced information, consists of a summary, a specific registration document and a specific securities note.

Finally, when additional securities of the same class as securities already admitted to trading are issued, the application for admission to trading of such additional securities must be made no later than ninety days after their issue (or, in cases of a public offering, as soon as these securities are issued).

Non-domestic issuers whose home Member State is France are subject to the same obligations as issuers incorporated in France.

More precisely, where a third country issuer intends to seek admission of securities to trading on a regulated market established in France under a prospectus drawn up in accordance with the Prospectus Regulation, it shall obtain approval of its prospectus from the AMF. This prospectus shall include all the rights and obligations provided for a prospectus under the Prospectus Regulation, and the prospectus and the third country issuer shall be subject to all of the provisions of this Regulation under the supervision of the AMF.

The AMF may approve a prospectus for admission of securities to trading on a regulated market, drawn up in accordance with, and which is subject to, the national laws of the third country issuer, provided that:

• the information requirements imposed by those third country laws are equivalent to the requirements under the Prospectus Regulation; and
• the AMF has concluded cooperation arrangements with the relevant supervisory authorities of the third country issuer.

Since October 2007, documents filed with the US Securities and Exchange Commission (SEC) during the previous 12 months by a company that is, or is about to be, listed on the NYSE constitute a valid filing of a prospectus in France (with US GAAP being accepted for that purpose) if the company requests that its securities be admitted to trading on Euronext Paris without making a public offering in France. Since January 2008 an issuer has been able to offer shares in France on the basis of a prospectus approved by the Israeli Securities Authority (ISA) (and vice versa).

1. The languages accepted by the AMF for a prospectus are French and English.
2. When the prospectus is written in a language other than French, the summary must be translated and available in French. However, this summary in French is not required in the case of:

• an offer to the public of securities made in one or more Member States, excluding France and not giving rise to admission of securities to trading on a regulated market in France;
• an admission of securities to trading on a regulated market solicited in one or more Member States, excluding France, and not giving rise in France to an offer to the public, other than a private placement / crowdfunding;
• an admission of equity securities to trading requested on the “professional segment” (a specific segment of the regulated market for qualified investors).

When final terms of base prospectuses are communicated to the AMF, the summary of the individual issue appearing in the appendix of the final terms is available in French.

Financial Markets Authority (AMF): https://www.amf-france.org

Euronext: https://www.euronext.com

(Unless expressly stated, the information in the section addresses a listing of equity shares in a commercial company (not an investment company) listed on Euronext Growth.)

Euronext Growth is not a regulated market but an organised multilateral trading facility.  It has been registered as an SME growth market since October 2019.

IPOs on Euronext Growth in Paris are usually carried out by means of a placing with institutional investors, so that no prospectus is required. Instead, the issuer must publish an offering circular which must contain information comparable to that in a prospectus. The offering circular does not need to be approved by the AMF.

Euronext also operates markets in Amsterdam, Brussels, Dublin, Lisbon, London and Oslo, but the rules applicable to these markets are not fully harmonised.

Public limited companies (“sociétés anonymes – SA”), European companies (“société européenne – SE”) and limited share partnerships (“sociétés en commandite par actions – SCA”) incorporated in France.

Any foreign company that has been duly incorporated in its place of incorporation or establishment and which is permitted under its local law to have its securities listed.

Offering circulars which contain information comparable to that in a prospectus such as a description of the issuer (including its business model, organisation and shareholder structure), the issuer's annual reports or financial statements for the past two years, and any information relevant to the circumstances (such as information on taxation or litigation).

Public limited companies (“sociétés anonymes – SA”) and limited share partnerships (“sociétés en commandite par actions – SCA”), listed or not, must have a share capital of at least €37,000 (€120,000 in case of European companies – “société européenne – SE”).

Apart from that, no minimum assets, equity and / or working capital is required by the Euronext Growth Paris Listing Rules.

When listing involves a public offering, the issuer must have a minimum free float of €2.5 million.

Companies that have carried out a single private placement can apply for listing on Euronext Growth if they can show that they have placed at least €2.5 million of shares with three or more investors.

There is no specific requirement regarding the issuers track record as the publication by the issuer of its audited annual financial statements, or pro forma accounts, for the last two years (see below ”Financial information”) ensures appropriate transparency on the revenue earning track record.

The issuer must have published or filed audited annual financial statements or pro forma accounts, consolidated where applicable, for the preceding two financial years, drawn up in accordance with IFRS or with the national accounting standards of the country in which the issuer has its registered office.

Securities must be freely transferable and negotiable.

There are no specific rules requiring an issuer to be independent of controlling shareholders, but major shareholders and their influence must be disclosed in the prospectus (when the issue involves a public offering) or otherwise in the offering circular.

It also should be noted that shareholders of an issuer incorporated in France must notify the AMF and the issuer, in the required form, when the percentage of the issuer’s share capital or voting rights that they hold reaches, exceeds or falls below any of the following thresholds: 50% and 90%.

In addition, the requirement for a mandatory offer is triggered when a person acquires interests in shares that take his aggregate holding to 50% or more of the voting rights or of the capital of the company.

Finally, the MIddleNext Corporate Governance Code applicable to SMEs recommends that the independent directors should account for half the members of the Board in widely held corporations without controlling shareholders. In companies with controlling shareholders, independent directors should account for at least a third of Board members. Directors representing employee shareholders and directors representing employees are not taken into account when determining these percentages.

There are no lock-in requirements under the Euronext Growth Paris Listing Rules.

Save as otherwise provided in the Listing Rules, the issuer must appoint a qualified listing sponsor. The listing sponsor is responsible, for at least one year from the date the issuer is admitted to listing on Euronext Growth, for ensuring that at all times the issuer meets its periodic disclosure requirements and makes its mandatory ad hoc disclosures in a timely fashion, whether these arise from legal or regulatory requirements or from rules specific to Euronext Growth.

If the issuer fails to meet relevant requirements, the listing sponsor is expected to ensure that the issuer takes steps to remedy the failure. At the same time, the listing sponsor must inform Euronext of the nature of the failure.

When the issue involves a public offering, the issuer must also retain an investment services provider.

Investors can choose between trading on the central order book and trading with an identified counterparty or with a market-maker.

Advertisements, presentations to potential investors and other means of promoting an IPO or a secondary issue are permitted.

However, where a prospectus is required, advertisements must be first disclosed to the AMF. They also must be clearly labelled as such, must refer readers to the prospectus and must be consistent with the prospectus.

Canvassing for banking or financial business is also subject to certain restrictions. Only persons and legal entities referred to in article L. 341-3 of the Monetary and Financial Code are permitted to undertake canvassing.

Timing depends on the size and complexity of the company, and its state of preparedness for an IPO, but it will normally take three to four months.

IPOs on Euronext Growth Paris are usually carried out by means of a placing with institutional investors, so that no prospectus is required. However, where a prospectus is required, the AMF notifies the issuer applying for admission of securities to trading of its decision regarding the approval of the prospectus within 10 working days of the submission of the draft prospectus (20 working days where the offer to the public involves securities issued by an issuer that does not have any securities admitted to trading and that has not previously offered securities to the public). However, where the AMF finds that the draft prospectus does not meet the standards of completeness, comprehensibility and consistency necessary for its approval and/or that changes or supplementary information are needed, the AMF informs the issuer of that fact promptly and clearly specifies the changes or supplementary information that are needed. In such case, the time limit then applies only from the date on which a revised draft prospectus or the supplementary information requested are submitted to the AMF.

Existing shareholders enjoy pre-emption rights. Secondary issues therefore tend to involve shares being offered initially to existing shareholders and then, to the extent that such shareholders do not take up the shares, to new investors. Pre-emption rights may be disapplied by the shareholders in general meeting that decides on the capital increase. Up to 20% of the issuer’s share capital in every year can be issued non-pre-emptively to qualified investors or fewer than 150 investors.

In addition, a simplified disclosure regime applies to secondary offerings. In the case of an offer of securities to the public, the following persons may choose to draw up a simplified prospectus:

• issuers whose securities have been admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months and who issue securities fungible with existing securities which have been previously issued;
• issuers whose equity securities have been admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months and who issue non-equity securities or securities giving access to equity securities fungible with the existing equity securities of the issuer already admitted to trading;
• offerors of securities admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months;
• issuers whose securities have been offered to the public and admitted to trading on an SME growth market continuously for at least two years, and who have fully complied with reporting and disclosure obligations throughout the period of being admitted to trading, and who seek admission to trading on a regulated market of securities fungible with existing securities which have been previously issued.

The simplified prospectus, which contains relevant reduced information, consists in a summary, a specific registration document and a specific securities note.

Finally, when additional securities of the same class as securities already admitted to trading are issued, application for admission to trading of such additional securities must be made no later than ninety days after their issue (or, in cases of a public offering, as soon as these securities are issued).

Non-domestic issuers are subject to the same obligations as issuers incorporated in France.

However, for an issuer whose registered office is in a third country, the financial statements must be drawn up:

• for an IPO by means of private placement, in accordance with (i) IFRS (ii) accounting standards that are deemed equivalent (i.e. the accounting standards of the United States, Canada, Japan, China, South Korea and India), or (iii) the national accounting standards of the country in which the issuer has its registered office, provided that the issuer publishes a table reconciling those standards to IFRS;
• for a public offer other than a private placement, in accordance with the Prospectus Regulation – i.e. IFRS or (for European issuers) the GAAP of their Member State or (for non-European issuers) a set of GAAP that is recognised as equivalent to IFRS.

A prospectus is normally not required, as shares tend to be offered only to institutional investors. However, when a prospectus is required:

1. the languages accepted by the AMF for a prospectus are French and English; or
2. when the prospectus is written in a language other than French, the summary must be translated and available in French. However, this summary in French is not required in case of:
   - an offer to the public of securities made in one or more Member States, excluding France and not giving rise to admission to trading on a regulated market in France;
   - an admission of securities to trading on a regulated market solicited in one or more Member States, excluding France, and not giving rise in France to an offer to the public other than a private placement / crowdfunding.

When final terms of base prospectuses are communicated to the AMF, the summary of the individual issue appearing in the appendix of the final terms is available in French.

Financial Markets Authority (AMF): https://www.amf-france.org

Euronext: https://www.euronext.com

(Unless expressly stated, the information in the section addresses a listing of equity shares in a commercial company (not an investment company) listed on Euronext Access.)

This market is designed for small and medium-sized companies that want to raise finance for their development and to benefit from the reputation of being listed without necessarily being able to satisfy all of the requirements for other Euronext markets.

Euronext Access Paris is not a regulated market but a multilateral trading facility. Usually, IPOs on this market are carried out by means of a placing with institutional investors, so that no prospectus is required. Unlike on Euronext Growth Paris, a single investor or group of investors acting in concert holding a majority of the voting rights or share capital in the issuer are not obliged to make a public offer to acquire the other shares (no mandatory offer requirement).

Issuers have the choice between being admitted to the regular Euronext Access segment or to the Euronext Access+ segment (Euronext Access+ is only open for shares and securities of funds or closed-end investment companies).

Euronext also operates markets in Amsterdam, Brussels, Dublin, Lisbon, London and Oslo but the rules applicable to these markets are not fully harmonised.

Public limited companies (“sociétés anonymes – SA”), European companies (“société européenne – SE”) and limited share partnerships (“sociétés en commandite par actions – SCA”) incorporated in France.

Any foreign company that has been duly incorporated in its place of incorporation or establishment and which is permitted under its local law to have its securities listed.

Offering circulars which contain information such as a description of the issuer (including its business model, organisation and shareholder structure), the issuer's annual reports or financial statements for the past two years, and any information relevant to the circumstances (such as information on taxation or litigation).

Public limited companies (“sociétés anonymes – SA”) and limited share partnerships (“sociétés en commandite par actions – SCA”), listed or not, must have a share capital of at least €37,000 (€120,000 in case of a European company – “société européenne – SE”).

Apart from that, no minimum assets, equity and / or working capital is required by the Listing Rules.

In the case of Euronext Access: there is no minimum public float requirement.

In the case of Euronext Access+: the issuer must demonstrate that its share capital has been disseminated to the public for an amount of at least €1 million.

There is no specific requirement regarding the issuers track record.

The publication by the issuer of its audited annual financial statements, or pro forma accounts, for the last two years (see below ”Financial information”) ensures appropriate transparency on the revenue earning track record.

The issuer must have published or filed audited annual financial statements or pro forma accounts, consolidated where applicable, for the preceding two financial years, drawn up in accordance with IFRS or with the national accounting standards of the country in which the issuer has its registered office.

Securities must be freely transferable and negotiable.

There are no specific rules requiring an issuer to be independent of controlling shareholders, but major shareholders and their influence must be disclosed in the prospectus (where applicable) or otherwise in the offering circular.

In addition, the MIddleNext Corporate Governance Code applicable to SMEs recommends that the independent directors should account for half the members of the Board in widely held companies without controlling shareholders. In companies with controlling shareholders, independent directors should account for at least a third of Board members. Directors representing the employee shareholders and directors representing employees are not taken into account when determining these percentages.

There are no lock-in requirements under the Euronext Access Listing Rules.

The issuer must appoint a listing sponsor as part of any initial application for admission of shares to listing, unless an exemption is granted by Euronext.

The listing sponsor is responsible, for at least one year from the date the issuer is admitted to listing on Euronext Access, for ensuring that at all times the issuer meets its periodic disclosure requirements and makes its mandatory ad hoc disclosures in a timely fashion, whether these arise from legal or regulatory requirements or from rules specific to Euronext Access.

If the issuer fails to meet its requirements, the listing sponsor is expected to ensure that the issuer takes steps to remedy the failure. At the same time, the listing sponsor must inform Euronext of the nature of the failure.

The issuer admitted to trading on Euronext Access+ must appoint a listing sponsor on a permanent basis.

When the issue involves a public offering, the issuer must also retain an investment services provider.

The Listing Rules do not require issuers to appoint a Market-maker or broker.

Euronext members may trade not only for third parties (as broker), but also for their own account (as dealer), including in order to enhance the market liquidity of a listed security.

Advertisements, presentations to potential investors and other means of promoting an IPO or a secondary issue are permitted.

However, where a prospectus is required, advertisements need to be first disclosed to the AMF for review. They also must be clearly labelled as such, must refer readers to the prospectus and must be consistent with the prospectus.

Canvassing for banking or financial business is also subject to certain restrictions. Only persons and legal entities referred to in article L. 341-3 of the Monetary and Financial Code are permitted to undertake such canvassing.

Timing depends on the size and complexity of the company, and its state of preparedness for an IPO, but it will normally take three months.

Existing shareholders enjoy pre-emption rights. Secondary issues therefore tend to involve shares being offered initially to existing shareholders and then, to the extent that such shareholders do not take up the shares, to new investors. Pre-emption rights may be disapplied by the shareholders in general meeting that decides on the capital increase. Up to 20% of the issuer’s share capital in every year can be issued non-pre-emptively to qualified investors or fewer than 150 investors.

Usually, IPOs on this market as well as secondary offerings are carried out by means of a placing with institutional investors, so that no prospectus, but an offering circular only, is required.

Non-domestic issuers are subject to the same obligations as issuers incorporated in France.

However, for an issuer whose registered office is in a non-EEA country, the financial statements must be drawn up:

• for an IPO by means of private placement, in accordance with (i) IFRS (ii) accounting standards that are deemed equivalent (i.e. the accounting standards of the United States, Canada, Japan, China, South Korea and India), or (iii) the national accounting standards of the country in which the issuer has its registered office;
• for a public offer other than a private placement, in accordance with the Prospectus Regulation – i.e. IFRS or (for EEA issuers) the GAAP of their Member State or (for non-EEA issuers) a set of GAAP that is recognised as equivalent to IFRS.

A prospectus is normally not required in relation to an application for admission to Euronext Access, as shares tend to be offered only to institutional investors. However, when a prospectus is required:

1. the languages accepted by the AMF for a prospectus are French and English; and
2. when the prospectus is written in a language other than French, the summary must be translated and available in French. However, this summary in French is not required in case of:

• an offer to the public of securities made in one or more Member States, excluding France and not giving rise to admission to trading on a regulated market in France; or
• an admission of securities to trading on a regulated market solicited in one or more Member States, excluding France, and not giving rise in France to an offer to the public other than a private placement / crowdfunding; or
• an admission of equity securities to trading requested on the professional segment.

When final terms of base prospectuses are communicated to the AMF, the summary of the individual issue appearing in the appendix of the final terms is available in French.

Financial Markets Authority (AMF): https://www.amf-france.org

Euronext: https://www.euronext.com

(Unless expressly stated, the information in the section addresses a listing of equity shares in a commercial company (not an investment company) listed on the regulated market Euronext Paris.)

Euronext Paris is France’s only regulated market.

Under French company law the following matters require shareholder approval:

• amendment of the articles of association;
• approval of annual financial statements;
• payment of final dividends;
• appointment or dismissal of directors;
• capital increase or cancellation;
• listing;
• related party transactions (e.g. directors; shareholders with at least 10% of the voting rights);and
• remuneration of directors.

The AFEP-MEDEF Corporate Governance Code applies to companies listed on the regulated market.

Public limited companies (‘‘sociétés anonymes – SA’’) and limited share partnerships (‘‘sociétés en commandite par actions – SCA’’) that are listed on a regulated market must publish:

• a management report prepared by the board (which includes notably information on the activity of the company over the last year and on the main characteristics of the internal control procedures);
• a corporate governance report prepared by the board (which includes notably the list of all the mandates of each director over the last year, of any related party transactions and of the delegations granted to the board as regards capital increases).

All shareholders are required to be treated equally.

In addition, shareholders of an issuer incorporated in France must notify the AMF and the issuer, when the percentage of the issuer’s share capital or voting rights that they hold reaches, exceeds or falls below any of the following thresholds: 5%, 10%, 15%, 20%, 25%, 30%, 33.33%, 50%, 66.66%, 90% and 95%. Notification must be carried out by the close of trading on the fourth trading day after the threshold has been reached. On receipt, the AMF publishes the information received.

When the 10%, 15%, 20% or 25% threshold is reached, the shareholder must declare to the issuer and the AMF its objectives for the next six months (by the close of trading on the fifth trading day after the threshold has been crossed).

Finally, the requirement for a mandatory offer is triggered when a person acquires interests in shares that take his aggregate holding to 30% or more of the voting rights or of the capital of the company (as well as when a person holding between 30% and 50% of the capital or voting rights increases such holding by 1% or more within a period of less than 12 consecutive months).

Companies listed on a regulated market must disclose inside information as required by European (Market Abuse Regulation), national and listing rules on market abuse.

Issuers must disclose:

• the annual report with annual financial statements certified and consolidated, where appropriate, at the latest four months after the end of each financial year; and

• the half-yearly report, at the latest three months after the end of each first semester.

Directors, and more generally persons discharging managerial responsibilities, as well as persons closely associated with them, must notify the issuer and the AMF of every transaction (acquisitions, transfers, subscriptions, exchanges, etc.) conducted on their own account relating to the shares or debt instruments of that issuer or to derivatives or other financial instruments linked thereto, if such transactions exceed €20,000 in a calendar year (i.e. from 1^st of January to 31^st of December).

Also, the same persons must not conduct any transactions on their own account or for the account of a third party, directly or indirectly, relating to the shares or debt instruments of the issuer or to derivatives or other financial instruments linked to them during a closed period of 30 calendar days before the announcement of an interim financial report or a year-end report which the issuer is obliged to make public.

Prospectuses.

Offer documents relating to a takeover offer.

A mandatory offer must be made if any person (whether alone or together with persons acting in concert with that person) increases his direct or indirect percentage in shareholding or voting rights (whether as a result of a purchase of shares or a corporate action such as a share buyback) holding in the target company:

• to more than 30%; or
• where the combined holding is between 30% and 50%, by 1% in less than 12 months.

If a person holds more than 50% of the shares in the target company, that person is then free to acquire further shares in the company (provided the holding remains always above 50%) at any time.

There are limited circumstances where the AMF may grant an exemption or a dispensation from the requirement to make a mandatory offer: joining shareholders who already hold in concert more than 50% of the voting rights or shareholding and who remain preeminent in the concert, investing in a company facing bankruptcy, merger, cancellation of shares, etc.

De-listing a company from the regulated market requires to file a withdrawal offer including a squeeze-out procedure (the offer must be drawn up in terms that can be declared compliant by the AMF). Petitioning the market company Euronext for delisting, based upon the asserted illiquidity of securities issued by the issuer, is also possible, but this is seldom granted.

In addition, an issuer listed on Euronext Paris may request the transfer of its shares to Euronext Growth, without filing a withdrawal offer including a squeeze-out procedure, if certain conditions are meet – including those of a market capitalization of less than 1 billion euros, a minimum free float of 2.5 million euros, the approval of the transfer by an ordinary general meeting of shareholders held at least two months before the possible transfer to Euronext Growth, etc.

Finally, an issuer may request the de-listing of his shares if it plans to maintain their admission to trading on another regulated market or a market in a third country with equivalent characteristics. In such case, the issuer must follow an "orderly withdrawal" procedure, which notably involves proposing to existing shareholders beforehand the sale of their shares on the most liquid market with the assumption of the associated costs. Euronext Paris may exempt the issuer from this obligation if it maintains admission to a regulated market managed by one of the other Euronext market operators and whose settlement-delivery system is equivalent for the shareholder.

None (issuers with registered office located outside the EEA may be exempted from compliance with certain periodic information obligations, but only when they are subject to equivalent requirements in the State of their registered office and when they publish, effectively and in full, the information deemed equivalent by the AMF).

(Unless expressly stated, the information in the section addresses a listing of equity shares in a commercial company (not an investment company) listed on Euronext Growth.)

Euronext Growth is not a regulated market but an organised multilateral trading facility.

Under French company law the following matters require shareholder approval:

• amendment of the articles of association;
• approval of annual financial statements;
• payment of final dividends;
• appointment or dismissal of directors;
• capital increase or cancellation;
• listing; and
• related party transactions (e.g. directors; shareholders with at least 10% of the voting rights).

The MiddleNext Corporate Governance Code applies to SME’s listed on Euronext Growth.

Public limited companies (‘‘sociétés anonymes – SA’’) and limited share partnerships (‘‘sociétés en commandite par actions – SCA’’) that are listed on Euronext Growth must publish:

• a management report prepared by the board (which includes notably information on the activity of the company over the last year); and

• a corporate governance report prepared by the board (which includes notably the list of all the mandates of each director over the last year, of any related party transactions and of the delegations granted to the board as regards capital increases).

All shareholders are required to be treated equally.

In addition, shareholders of an issuer incorporated in France must notify the AMF and the issuer, when the percentage of the issuer’s share capital or voting rights that they hold reaches, exceeds or falls below any of the following thresholds: 50% and 90%. Notification must be carried out by the close of trading on the fourth trading day after the threshold has been reached. On receipt, the AMF publishes the information received.

Finally, the requirement for a mandatory offer is triggered when a person acquires interests in shares that take his aggregate holding to 50% or more of the voting rights or of the capital of the company.

Companies listed on Euronext Growth must disclose inside information as required by European (Market Abuse Regulation), national and listing rules on market abuse.

Issuers must disclose:

• the annual report with annual financial statements certified and consolidated where appropriate, at the latest four months after the end of each financial year; and

• the half-yearly report, at the latest four months after the end of each first semester.

Directors, and more generally persons discharging managerial responsibilities, as well as persons closely associated with them, must notify the issuer and the AMF of every transaction (acquisitions, transfers, subscriptions, exchanges, etc.) conducted on their own account relating to the shares or debt instruments of that issuer or to derivatives or other financial instruments linked thereto, if such transactions exceed €20,000 in a calendar year (i.e. from 1^st of January to 31^st of December).

Also, the same persons must not conduct any transactions on their own account or for the account of a third party, directly or indirectly, relating to the shares or debt instruments of the issuer or to derivatives or other financial instruments linked to them during a closed period of 30 calendar days before the announcement of an interim financial report or a year-end report which the issuer is obliged to make public.

Prospectuses (if required).

Offer documents relating to a takeover offer.

A mandatory offer must be made if any person (whether alone or together with persons acting in concert with that person) increases his direct or indirect percentage in shareholding or voting rights (whether as a result of a purchase of shares or a corporate action such as a share buyback) holding in the target company to more than 50%.

If a person holds more than 50% of the shares in the target company, that person is then free to acquire further shares in the company (provided the holding remains always above 50%) at any time.

There are limited circumstances where the AMF may grant an exemption or a dispensation from the requirement to make a mandatory offer: joining shareholders who already hold in concert more than 50% of the voting rights or shareholding and who remain preeminent in the concert, investing in a company facing bankruptcy, merger, cancellation of shares, etc.

De-listing a company from Euronext Growth requires to file a withdrawal offer including a squeeze-out procedure (the offer must be drawn up in terms that can be declared compliant by the AMF). Petitioning the market company Euronext for delisting, based upon the asserted illiquidity of securities issued by the issuer, is also possible, but this is seldom granted.

None (issuers with registered office located outside the EEA may be exempted from compliance with certain periodic information obligations, but only when they are subject to equivalent requirements in the State of their registered office and when they publish, effectively and in full, the information deemed equivalent by the AMF).

(Unless expressly stated, the information in the section addresses a listing of equity shares in a commercial company (not an investment company) listed on Euronext Access.)

Euronext Access Paris is not a regulated market but a multilateral trading facility.

Under French company law the following matters require shareholder approval:

• amendment of the articles of association;
• approval of annual financial statements;
• payment of final dividends;
• appointment or dismissal of directors;
• capital increase or cancellation;
• listing; and
• related party transactions (e.g. directors; shareholders with at least 10% of the voting rights).

The MiddleNext Corporate Governance Code applies to SME’s listed on Euronext Access.

Public limited companies (‘‘sociétés anonymes – SA’’) and limited share partnerships (‘‘sociétés en commandite par actions – SCA’’) that are listed on Euronext Access must generally publish:

• a management report prepared by the board (which includes notably information on the activity of the company over the last year); and

• a corporate governance report prepared by the board (which includes notably the list of all the mandates of each director over the last year, of any related party transactions and of the delegations granted to the board as regards capital increases).

All shareholders are required to be treated equally.

Companies listed on Euronext Access must disclose inside information as requested by European (Market Abuse Regulation), national and listing rules on market abuse.

Euronext Access: not required.

Euronext Acess+: issuers must disclose:

• the annual report with annual financial statements certified and consolidated, where appropriate, at the latest four months after the end of each financial year; and

• the half-yearly report, at the latest four months after the end of each first semester.

Directors, and more generally persons discharging managerial responsibilities, as well as persons closely associated with them, must notify the issuer and the AMF of every transaction (acquisitions, transfers, subscriptions, exchanges, etc.) conducted on their own account relating to the shares or debt instruments of that issuer or to derivatives or other financial instruments linked thereto, if such transactions exceed €20,000 in a calendar year (i.e. from 1^st of January to 31^st of December).

Also, the same persons must not conduct any transactions on their own account or for the account of a third party, directly or indirectly, relating to the shares or debt instruments of the issuer or to derivatives or other financial instruments linked to them during a closed period of 30 calendar days before the announcement of an interim financial report or a year-end report which the issuer is obliged to make public.

Prospectuses (if required).

None.

None. However, the market company Euronext may decide to delist a company “for any appropriate reason”, in particular in the (very specific) circumstances detailed in its listing rules are meet – which is very rare.

None (issuers with registered office located outside the EEA may be exempted from compliance with certain periodic information obligations, but only when they are subject to equivalent requirements in the State of their registered office and when they publish, effectively and in full, the information deemed equivalent by the AMF).