French Monetary and Financial Code
In forceI. - French issuers whose equity securities or debt securities with a nominal value of less than 1,000 euros and which are not money market instruments, within the meaning of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004, referred to above, with a maturity of less than twelve months, are admitted to trading on a regulated market of a State party to the Agreement on the European Economic Area, shall publish and file with the Autorité des marchés financiers an annual financial report within four months of the end of their financial year.
This annual financial report must be made available to the public for ten years, in accordance with the procedures set out in the general regulations of the Autorité des marchés financiers. It shall include the annual financial statements, the consolidated financial statements where applicable, a management report, a declaration by the natural persons responsible for these documents and the report of the statutory auditors on the aforementioned financial statements.
II. - The General Regulation of the Autorité des marchés financiers also specifies the cases in which issuers other than those mentioned in I are subject to the obligation provided for in I. These issuers are :
1° French issuers whose securities giving access to capital within the meaning of Article L. 212-7, debt securities giving the right to acquire or sell any other security or giving rise to a cash settlement, in particular warrants or debt securities whose nominal value is greater than or equal to 1,000 euros and which are not money market instruments, within the meaning of the aforementioned Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004, with a maturity of less than twelve months, are admitted to trading on a regulated market of a State party to the Agreement on the European Economic Area ;
2° Issuers whose registered office is outside France and whose securities referred to in 1° are admitted to trading on a French regulated market;
3° Issuers whose registered office is outside the European Economic Area and whose securities referred to in I are admitted to trading on a French regulated market.
III. - Issuers mentioned in I and II and subject to the obligations defined in I, whose equity or debt securities are admitted to trading on a regulated market in a State party to the Agreement on the European Economic Area, shall also publish and file with the Autorité des marchés financiers a half-yearly financial report within three months of the end of the first half of their financial year.
This half-yearly financial report, which is kept available to the public for ten years, includes the full or condensed accounts for the past half-year, presented in consolidated form where applicable, a half-yearly business report, a declaration by the natural persons responsible for these documents and the report of the statutory auditors on their limited examination of the aforementioned accounts.
In their limited review report, the statutory auditors state their conclusions on the audit of the full or condensed financial statements and their observations on the fairness of the information given in the half-yearly management report and its consistency with these financial statements.
IV. - (Repealed)
V. - Without prejudice to the rules of the Commercial Code applicable to the annual financial statements, consolidated financial statements, management report and half-yearly management report and to the statutory auditors' reports, the General Regulation of the Autorité des marchés financiers shall specify the content of the documents referred to in I and III.
VI. - The issuers referred to in I and II and subject to the obligations defined in I shall communicate to the Autorité des marchés financiers, and to the persons who manage the regulated markets of the European Economic Area on which their securities are admitted to trading, any draft amendment to their articles of association, within a period set by the general regulations of the Autorité des marchés financiers.
VII. - Without prejudice to the obligations laid down in the Commercial Code, the General Regulation of the Autorité des marchés financiers shall determine the procedures for publication, filing and retention of the documents and information referred to in this article.
VIII. - The Autorité des marchés financiers may exempt issuers whose registered office is located outside the European Economic Area from the obligations set out in this article if it considers that the obligations to which they are subject are equivalent. The Autorité des marchés financiers shall draw up and regularly publish a list of third countries whose laws or regulations are considered equivalent.
