Listing of shares on the Luxembourg Stock Exchange

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Our services

Our Capital Markets team provides the full range of listing agency services and can assist you with all the

steps of the listing process, from: (i) the drafting of the listing prospectus (in order to ensure compliance

with applicable rules and regulations); and (ii) the preparation and review of the application file; to (iii)

the coordination of the prospectus approval/listing application request with the relevant authorities, i.e.

the Commission de Surveillance du Secteur Financier (the Luxembourg Supervisory Commission of the

Financial Sector) and/or the Luxembourg Stock Exchange (including assistance with any regulatory issues

that may arise during the listing process).

Our Capital Markets team also provides advice and assistance in connection with all ongoing reporting and

disclosure obligations that may result from the listing of securities on one of the markets operated by the

Luxembourg Stock Exchange.

Loyens & Loeff is an associate member of the International Capital Market Association (ICMA).

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1. The Luxembourg Stock Exchange

Over the years Luxembourg has become a renowned financial centre, with an innovative and favourable legal and tax

framework tailored in response to the ever growing interest in its securities markets. As a result of this favourable legal and

regulatory environment and its customer-oriented and flexible approach to the securities industry, the Luxembourg Stock

Exchange (the LuxSE) has become an attractive international marketplace.

The LuxSE, which was created in 1927, operates two markets: (i) a regulated market within the meaning of Directive

2004/39/EC on markets in financial instruments, as amended (MiFID) (the Regulated Market) and (ii) a multilateral trading

facility (the Euro MTF). The LuxSE has from its inception always offered an innovative marketplace for international

issuers and for a large range of securities. According to recent figures published by the LuxSE, the markets it operates

combine over 40,000 quotation lines of securities, of which more than 26,000 are debt securities, from over 3,000 issuers

in more than 100 countries.

2. Reasons for listing shares on the Luxembourg Stock Exchange

There are many reasons for obtaining a listing which usually aim at:

• raising funds for business growth;

• increasing liquidity for an issuer’s securities;

• granting visibility and more security to investors; and/or

• providing investors with certain tax and/or regulatory advantages.

By offering an attractive environment for issuers, and by having the broadest range of securities listed in Europe, the

LuxSE has gained strong market recognition and its know-how enjoys a high reputation among international issuers.

The LuxSE offers professional customer-oriented services by providing a fast, flexible and secured listing process as well

as competitive fees. Furthermore, issuers and investors in Luxembourg benefit from strong and stable regulatory and tax

frameworks, in line with European Union directives and regulations.

3. Markets operated by the Luxembourg Stock Exchange

At present the LuxSE operates two markets: (i) the Regulated Market, which qualifies as an European Union regulated

market within the meaning of MiFID; and (ii) the exchange regulated market called Euro MTF, set up in 2005 as a multilateral

trading facility within the meaning of MiFID which, provides an alternative market to the European Union regulated markets.

The Regulated Market falls within the scope of various European Directives (in particular Directive 2003/71/EC, as

amended (the Prospectus Directive)1 and Directive 2004/109/EC, as amended (the Transparency Directive))2 and

it offers the possibility for issuers to benefit from the European passport, which on the basis of an already approved

1 Implemented in Luxembourg by the law dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Law).2 Implemented in Luxembourg by the law dated 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, as amended (the Transparency Law).

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Prospectus Directive-compliant prospectus, allows them to apply for the admission to listing and trading of these securities

on the regulated market of another Member State of the European Union.

As opposed to the Regulated Market, issuers applying for a listing on the Euro MTF may not benefit from the European

passport. However, as the Euro MTF lies outside the scope of the Prospectus Directive and the Transparency Directive,

issuers having securities admitted to trading on the Euro MTF are bound by less costly and stringent requirements.

Additionally, securities listed on the Euro MTF are eligible for Eurosystem collateral operations.

4. Listing requirements

The listing requirements are laid down in the Rules and Regulations of the Luxembourg Stock Exchange (the Rules).

The table below summarises the requirements for the listing of shares on any one of the markets operated by the LuxSE.

Regulated Market / Euro MTF

Competent authority to decide on the application for listing and

admission to tradingLuxSE

Number of shares All shares of a same class must be listed

Negotiability of the shares Freely transferable

Minimum distribution to the public (free float)

25% free float requirement (at the discretion of the LuxSE)

Minimum issue amount Foreseeable market capitalisation of at least EUR 1,000,000

Operating history Three financial years(derogation available subject to certain conditions)

Clearing and settlement Yes (via systems recognised by the LuxSE, i.e. Euroclear, Clearstream, LuxCSD and BNY Mellon CSD)

Corporate governanceCompliance with the corporate principles laid down by the LuxSE for

Luxembourg-domiciled companies (not applicable in the case of securities listed on the Euro MTF)

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5. Application file

An application file must be submitted to the LuxSE, containing in particular a copy of the draft listing prospectus and the

relevant application forms, together with the supporting documents laid down in the Rules.

A request for the admission to trading of shares on one of the markets operated by the LuxSE is deemed to be simultaneously

an application for admission to the Official List of the LuxSE.

While an application for the listing of shares on the Regulated Market will require the prior approval by the Commission

de Surveillance du Secteur Financier, the Luxembourg supervisory commission of the financial sector (the CSSF), of a

prospectus drawn up in accordance with Regulation (EC) No. 809/2004, as amended (the Prospectus Regulation),

an application for a listing on the Euro MTF will require the prior approval by the LuxSE of a prospectus drawn up in

accordance with the Rules.

The table below provides a non-exhaustive summary of the information that a listing prospectus should contain.

Regulated Market Euro MTF

Competent authority for the approval of the prospectus CSSF LuxSE

Contents of the prospectus Prospectus drawn up in accordance with the Prospectus Regulation

Prospectus drawn up in accordance with the Rules

Prospectus language English, German, French or Luxembourgish

English, German, French or Luxembourgish

Annual financial information 3 years(exemptions are available)

3 years(exemptions are available)

Semi-annual information

Yes, if annual accounts are older than 9 months or if semi-annual accounts have already been published by the

issuer

Yes, if annual accounts are older than 9 months

Quarterly financial information Yes, if published by the issuer Not required

Financial information must be prepared in IFRS

Yes (or equivalent for non EEA issuers) No, national GAAP are accepted

Financial information must be audited Yes Yes

Passporting of the prospectus possible Yes No

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6. Listing fees

Fees levied by the CSSF and/or the LuxSE vary depending on whether the issuer has already published or registered his

annual accounts for the three preceding financial years, and whether or not it is a first listing.

The table below provides an example of applicable fees in the case of an issuer who has not yet published or registered his

annual accounts for the three preceding financial years and is applying for a first listing of his shares.3

Regulated Market Euro MTF

Visa fees for prospectus approval

0.05 per cent of the value in EUR of the total amount of the offer made to

the public or the total amount for which admission to trading is requested.

This percentage applies on the higher of the two amounts indicated above,

with a minimum lump sum fee of EUR 15,000 and a maximum lump sum fee

of EUR 100,000(levied by the CSSF)

EUR 2,500 (levied by the LuxSE)

One-off listing fees due to the LuxSE EUR 5,000 EUR 5,000

Annual maintenance fees due to the LuxSE

(first quotation line)EUR 5,000 EUR 5,000

3 All information regarding the relevant applicable fees may be found on the website of the LuxSE at the following address: https://www.bourse.lu/listing-fees.

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7. Ongoing and periodic reporting and disclosure obligations

Once the listing is effective, issuers will be subject to ongoing and periodic disclosure and reporting obligations. These

obligations vary depending on which market the shares are listed and will generally be more stringent and costly in the

case of shares listed on the Regulated Market. Those obligations derive inter alia from the Transparency Law,4 the law

dated 9 May 2006 on market abuse, as amended (the Market Abuse Law), the law dated 24 May 2011 on the exercise of

certain rights of shareholders in listed companies and the Rules in the case of shares listed on the Regulated Market, or

solely from the Rules in case of shares listed on the Euro MTF.

4 If Luxembourg is the issuer’s Home Member State within the meaning of the Transparency Law.

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The tables below provide a non-exhaustive summary of certain ongoing and periodic disclosure and reporting obligations

applicable to issuers with shares listed on one of the markets operated by the LuxSE.

Regulated Market

References Nature of the information Timing for reporting and disclosure

Reporting obligations

Rules Information relating to securities and corporate events

As soon as possible, but before the events affecting the shares or relating to

corporate matters take place

Rules Information concerning the shares which must be disclosed by the issuer

By the deadline for making public and filing such information at the latest

RulesAll information deemed useful for the

protection of shareholders and for the due and proper operation of the market

As soon as possible

Transparency Law

Reporting of major holdings notifications received from investors whose voting rights

as a result of an acquisition or disposal of shares, reach, exceed or fall below the following thresholds: 5%, 10%, 15%, 20%,

25%, 331/3%, 50% and 662/3% of voting rights5

Upon receipt of notification from shareholder

Disclosure obligations

Transparency Law Publication of annual financial reports (IFRS or equivalent) Within four months after year-end

Transparency Law Publication of semi-annual reports(IFRS or equivalent) Within three months after half-year end

Transparency Law

Publication of major holdings notifications received from investors whose voting rights

as a result of an acquisition or disposal of shares, reach, exceed or fall below the following thresholds: 5%, 10%, 15%, 20%,

25%, 331/3%, 50% and 662/3% of voting rights6

As soon as possible, but no later than three trading days following the receipt of

notification from investor

Transparency LawPublication of holdings of own shares

when the holding reaches, exceeds or falls below the thresholds of 5% or 10%

As soon as possible, but not later than four trading days following the relevant

acquisition or disposal

Transparency Law Publication of changes in the issuer’s share capital

At the end of the calendar month in which an increase or decrease of the total

number of voting rights and capital has occurred

Transparency Law Publication of changes to the rights attaching to the various classes of shares Without delay

Market Abuse LawPublication of inside information

(subject to certain conditions, publication may be delayed)

Promptly

5 Further to the implementation of Directive 2013/50/EU amending the Transparency Directive into Luxembourg law, financial instruments with an economic effect similar to holding shares and entitlements to acquire shares should also be included in accordance with the relevant aggregation rules.

6 Further to the implementation of Directive 2013/50/EU amending the Transparency Directive into Luxembourg law, financial instruments with an economic effect similar to holding shares and entitlements to acquire shares should also be included in accordance with the relevant aggregation rules.

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Euro MTF

References Nature of the information Timing for reporting and disclosure

Reporting obligations

Rules Information relating to securities and corporate events

As soon as possible, but before the events affecting the shares or relating to

corporate matters take place

Rules Information concerning the shares which must be disclosed by the issuer

By the deadline for making public and filing such information at the latest

RulesAll information deemed useful for the protection of shareholders and for the

due and proper operation of the marketAs soon as possible

Disclosure obligations

Rules Publication of annual financial reports(national GAAP, IFRS or equivalent) As soon as possible

Rules Publication of half-yearly reports(national GAAP, IFRS or equivalent) Within four months after half-year end

Rules Publication of all necessary information for shareholders Promptly

Rules Publication of changes to the rights attaching to the various classes of shares Promptly

Rules Publication of price-sensitive information Promptly

Rules

Publication of major holdings notifications received from investors whose voting rights as a result of an acquisition or

disposal of shares, reach, exceed or fall below the following thresholds: 10%,

20%, 331/3%, 50% and 662/3% of voting rights

Within nine days from the notification date

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Contacts

● Cédric Raffoul

T +352 466 230 415

cedric.raffoul@loyensloeff.com

● Arnaud Barchman

T +352 466 230 311

arnaud.barchman@loyensloeff.com

About Loyens & Loeff

Loyens & Loeff is a leading law firm providing

comprehensive and fully integrated legal and tax advice

on corporate and commercial law, banking and finance,

investment management, M&A, private equity, real

estate, tax law and litigation in the Netherlands, Belgium,

Luxembourg and Switzerland.

Our clients include private and public companies, financial

institutions, investment funds and family offices. The firm

has six offices in the Benelux countries and Switzerland,

and seven in important financial centres of the world with

around 820 legal and tax experts.

Loyens & Loeff Luxembourg S.à r.l.

Avocats à la Cour

18-20, rue Edward Steichen

L-2540 Luxembourg

T +352 466 230

F +352 466 234

www.loyensloeff.lu

Although this publication has been compiled with great care, Loyens & Loeff Luxembourg S.à r.l. and all other entities, partnerships, persons

and practices trading under the name “Loyens & Loeff”, cannot accept any liability for the consequences of making use of this issue without their

cooperation. The information provided is intended as general information and cannot be regarded as advice.

Last updated: June 2016

www.loyensloeff.com

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