Official Journal of the European Union 31.12.2004 DIRECTIVE 2004/ 109/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EURO- PEAN UNION, Having regard to the Treaty establishing the European Com- munity, and in particular Articles 44 and 95 thereof, Having regard to the proposal from the Commission, Having regard to the opinion of the European Economic and Social Committee ('), Having regard to the opinion of the European Central Bank (3), Acting in accordance with the procedure laid down in Article 251 of the Treaty (%), Whereas: (1) == Efficient, transparent and integrated securities markets contribute to a genuine single market in the Community and foster growth and job creation by better allocation of capital and by reducing costs. The disclosure of accu- rate, comprehensive and timely information about security issuers builds sustained investor confidence and allows an informed assessment of their business perfor- mance and assets. This enhances both investor protec- tion and market efficiency. To that end, security issuers should ensure appropriate transparency for investors through a regular flow of information. To the same end, shareholders, or natural persons or legal entities holding voting rights or finan- cial instruments that result in an entitlement to acquire existing shares with voting rights, should also inform issuers of the acquisition of or other changes in major holdings in companies so that the latter are in a position to keep the public informed. The Commission Communication of 11 May 1999, entitled ‘Tmplementing the framework for financial markets: Action Plan’, identifies a series of actions that are needed in order to complete the single market for financial services. The Lisbon European Council of March 2000 calls for the implementation of that Action Plan by 2005. The Action Plan stresses the need to draw up a Directive upgrading transparency requirements. That need was confirmed by the Barcelona European Council of March 2002. This Directive should be compatible with the tasks and duties conferred upon the European System of Central Banks (ESCB) and the Member States’ central banks by OJ C 80, 30.3.2004, p. 128. 0OJ C 242, 9.10.2003, p. 6. Opinion of the European Parliament of 30 March 2004 (not yet published in the Official Journal) and Council Decision of 2 December 2004. the Treaty and the Statute of the European System of Central Banks and of the European Central Bank; par- ticular attention in this regard needs to be given to the Member States’ central banks whose shares are currently admitted to trading on a regulated market, in order to guarantee the pursuit of primary Community law objec- tives. Greater harmonisation of provisions of national law on periodic and ongoing information requirements for security issuers should lead to a high level of investor protection throughout the Community. However, this Directive does not affect existing Community legislation on units issued by collective investment undertakings other than the closed-end type, or on units acquired or disposed of in such undertakings. Supervision of an issuer of shares, or of debt securities the denomination per unit of which is less than EUR 1 000, for the purposes of this Directive, would be best effected by the Member State in which the issuer has its registered office. In that respect, it is vital to ensure consistency with Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading. (*) Along the same lines, some flexibility should be introduced allowing third country issuers and Com- munity companies issuing only securities other than those mentioned above a choice of home Member State. A high level of investor protection throughout the Com- munity would enable barriers to the admission of securi- ties to regulated markets situated or operating within a Member State to be removed. Member States other than the home Member State should no longer be allowed to restrict admission of securities to their regulated markets by imposing more stringent requirements on periodic and ongoing information about issuers whose securities are admitted to trading on a regulated market. The removal of barriers on the basis of the home Member State principle under this Directive should not affect areas not covered by this Directive, such as rights of shareholders to intervene in the management of an issuer. Nor should it affect the home Member State’s right to request the issuer to publish, in addition, parts of or all regulated information through newspapers. () OJ L 345, 31.12.2003, p. 64.