Ministerieel besluit tot goedkeuring van de marktregels van Euronext Brussels [en tot opheffing van het ministerieel besluit van 16 april 1996 tot goe

29 MEI 2001. - Ministerieel besluit tot goedkeuring van de marktregels van Euronext Brussels [en tot opheffing van het ministerieel besluit van 16 april 1996 tot goedkeuring van het marktreglement van de Beurs van Brussel] De Minister van Financiën, Gelet op de wet van 6 april 1995Relevante gevonden documenten type wet prom. 06/04/1995 pub. 29/05/2012 numac 2012000346 bron federale overheidsdienst binnenlandse zaken Wet houdende inrichting van de parlementaire overlegcommissie bedoeld in artikel 82 van de Grondwet en tot wijziging van de gecoördineerde wetten op de Raad van State. - Officieuze coördinatie in het Duits sluiten inzake de secundaire markten, het statuut van en het toezicht op de beleggingsondernemingen, de bemiddelaars en beleggingsadviseurs, inzonderheid op artikel 10, gewijzigd door de wet van 12 augustus 2000, en artikel 14; Gelet op het ministerieel besluit van 16 april 1996 tot goedkeuring van het marktreglement van de Beurs van Brussel, gewijzigd door de ministeriële besluiten van 13 januari 1997, 1 december 1997, 27 november 1998 en 27 november 2000; Gelet op het voorstel van de raad van bestuur van Euronext Brussels; Gelet op het advies van de marktautoriteit van Euronext Brussels; Gelet op het advies van de Commissie voor het Bank- en Financiewezen; Besluit : Artikel 1.De bij dit besluit gevoegde marktregels van Euronext Brussels worden goedgekeurd. Art. 2.Het ministerieel besluit van 16 april 1996 tot goedkeuring van het marktreglement van de Beurs van Brussel wordt opgeheven. Art. 3.Dit besluit treedt in werking op 21 mei 2001. Brussel, 29 mei 2001. D. REYNDERS Annexe - Bijlage RULE BOOK TABLE OF CONTENTS BOOK I. - HARMONISED RULES CHAPTER 1. - General Provisions 1.1. Definitions 1.2. Construction 1.3. Language 1.4. Implementation and Modification of Rules 1.5. Publication and Communications 1.6. Certain Undertakings 1.7. Governing Law 1.8. Settlement of Disputes 1.9. Entry into Effect CHAPTER 2. - Membership 2.1. Euronext Membership and Trading Activities 2.2. Requirements for Euronext Membership 2.3. Application Procedure 2.4. Members' Continuing Obligations 2.5. Clearing Agreement 2.6. Off-site Terminals 2.7. Registration 2.8. Resignation, Suspension and Termination 2.9. Transitional Provisions CHAPTER 3. - Rules of Conduct CHAPTER 4. - Trading Rules for Securities 4.1. General 4.2. Orders 4.3. Trading Cycle 4.4. Market Mechanisms 4.5. Recording, Confirmation, Reporting and Publication 4.6. Clearing CHAPTER 5. - Trading Rules for Derivatives CHAPTER 6. - Listing of Securities CHAPTER 7. - Special Rules for Next Economy and Next Prime Segments CHAPTER 8. - Admission to Trading of Derivatives CHAPTER 9. - Enforcement of Rules BOOK II. - SPECIFIC RULES FOR EURONEXT BRUSSELS CHAPTER 1. - General Provisions B-1.1. Definitions B-1.2. Construction B-1.3. Settlement of Disputes CHAPTER 2. - General Provisions Regarding Securities Markets B-2.1. General B-2.2. Transparency B-2.3. Rules of Conduct B-2.4. Special Procedures Applicable to Listing of Securities CHAPTER 3. - First Market B-3.1. Scope B-3.2. Application Procedure B-3.3. Listing Conditions B-3.4. Continuing Obligations of Issuers B-3.5. Delisting CHAPTER 4. - Second Market B-4.1. Scope B-4.2. Listing of Securities on the Second Market B-4.3. Continuing Obligations of Issuers B-4.4. Delisting CHAPTER 5. - New Market B-5.1. Scope B-5.2. Listing of Securities on the New Market B-5.3. Continuing Obligations of Issuers B-5.4. Delisting CHAPTER 6. - Public Debt Instruments Compartment CHAPTER 7. - Trading Facility B-7.1. Scope B-7.2. Admission of Securities on the Trading Facility B-7.3. Continuing Obligations of Applicants B-7.4. Withdrawal CHAPTER 8. - Public Auctions Market CHAPTER 9. - Derivatives Market CHAPTER 10. - Transitional Provisions B-10.1. General B-10.2. Market Authority B-10.3. Disciplinary Commission BOOK I. - HARMONIZED MARKET RULES CHAPTER 1. - General Provisions 1.1. Definitions For purposes of this Rule Book, the following capitalized terms shall, unless specifically provided otherwise, have the following meanings : « Admission Agreement » : the written agreement entered into between the Relevant Euronext Market Undertaking* and a Member or prospective Member pursuant to Rule 2101/2 and co-signed by the other Euronext Market Undertakings; « Admitted Financial Instrument » : any Financial Instrument admitted to listing or trading on a Euronext Market; « Authorized Representative » : an individual appointed within a Member's organization, and registered with the Relevant Euronext Market Undertaking*, pursuant to Rule 2206; « Banking Directive » : EU Directive 2000/12/EC of the European Parliament and of the Council of March 20, 2000 relating to the taking up and pursuit of the business of credit institutions; « Block Trade » : any Transaction of the kind defined in Rule 4403; « Broker » : any Member admitted in the capacity of broker pursuant to Rule 2102/2; « Capital Adequacy Directive » : Council Directive 93/6/EEC of March 15, 1993 on the capital adequacy of investment firms and credit institutions; « Chinese Walls » : a set of adequate written and enforceable policies and procedures of a Member, appropriate to the nature of such Member's business, to segment effectively the flow of material information between clearly identified business areas in order to prevent the misuse of such information; « Clearing Agreement » : the written agreement entered into pursuant to Rule 2501 between a Clearing Member authorized as a general Clearing Member, on the one hand, and a Member or prospective Member that is not a Clearing Member, on the other hand; « Clearing House » : Banque centrale de Compensation S.A. or « Clearnet » for short, a corporation (« société anonyme ») organized under the laws of France, being a clearing institution within the meaning of Article L. 442-1 of the French Monetary and Financial Code (« Code monétaire et financier ») and designated by Euronext as the institution responsible for clearing the Transactions effected on the Euronext Markets; « Clearing Member » : any Person authorized by the Clearing House to clear Transactions in accordance with the relevant provisions of the Clearing Rule Book; « Clearing Rule Book » : the collection of rules governing the organization and operation of the Clearing House, adopted by the Clearing House and approved by the Competent Authorities, as interpreted and implemented by instructions and notices issued by the Clearing House; « Client » : any Person who employs the services of a Member in relation to one or more orders for the purchase or sale of one or more Admitted Financial Instruments; « Competent Authority » : the public authority or self-regulatory body of Belgium, France or the Netherlands, as the case may be, having jurisdiction over the relevant matter; « Compliance Department » : the compliance department of the Relevant Euronext Market Undertaking; « Credit Institution » : any credit institution as defined in Article 1(1) of the Banking Directive, excluding any of the institutions referred to in Article 2(3) thereof; « Cross-Membership Agreement » : the cross-membership agreement entered into between the Euronext Market Undertakings on April 25, 2001; « Dealer » : any Member admitted in the capacity of dealer pursuant to Rule 2102/3; « Derivative » : any non-securitized instrument of one of the following categories : (i) options and futures contracts in respect of Securities or commodities, including equivalent cash-settled instruments; (ii) any other instruments the value of which is determined by reference to prices of Securities or commodities, interest rates or yields, foreign exchange rates or other indices or measures which, subject to relevant National Regulations, Euronext may determine to be eligible for trading on a Euronext Market for Derivatives; « Euronext » : the corporate group consisting of Euronext N.V., a corporation (« naamloze vennootschap ») organized under the laws of the Netherlands, the Euronext Market Undertakings and any other subsidiary of Euronext N.V., as the context may require; « Euronext Amsterdam » : Euronext Amsterdam N.V., a corporation (« naamloze vennootschap ») organized under the laws of the Netherlands, operator of a securities exchange (« houder van een effectenbeurs ») authorized pursuant to Article 22 of the Dutch Securities Markets Supervision Act of 1995 (« Wet toezicht effectenverkeer 1995 »); « Euronext Brussels » : Euronext Brussels S.A./N.V., a corporation (« société anonyme », « naamloze vennootschap ») organized under the laws of Belgium, operator of a securities exchange authorized by Article 7, § 2, of the Belgian Law of April 6, 1995 on secondary markets, the status and supervision of investment firms, and intermediaries and investment advisers (« Loi relative aux marchés secondaires, au statut des entreprises d'investissement et à leur contrôle, aux intermédiaires et conseillers en placements » / « Wet inzake de secundaire markten, het statuut van en het toezicht op de beleggingsondernemingen, de bemiddelaars en beleggingsadviseurs »); « Euronext Market » : any Regulated Market for Financial Instruments operated by any Euronext Market Undertaking; « Euronext Market Undertakings » : Euronext Amsterdam, Euronext Brussels and Euronext Paris; « Euronext Membership » : membership of the Euronext Markets for Securities as defined in Rule 2101; « Euronext Paris » : Euronext Paris S.A., a corporation (« société anonyme ») organized under the laws of France and a market undertaking (« entreprise de marché ») within the meaning of Article L. 441-1 of the French Monetary and Financial Code; « Euronext Trading Platform » : the technical platform operated by Euronext and interlinking Euronext Markets for Securities or for Derivatives, as the case may be; « Financial Institution » : any financial institution as defined in Article 1(5) of the Banking Directive, which fulfills the conditions set forth in Article 19 thereof; « Financial Instrument » : any Security or Derivative; « Home State » : the State in which a Person has its registered office or, absent a registered office, its head office or, in the case of an individual, the State in which such individual has its principal place of business; « Information Technology Agreement » : the written agreement entered into between the Relevant Euronext Market Undertaking* and a Member or prospective Member pursuant to Rule 2204/2 and co-signed by the other Euronext Market Undertakings; « Investment Firm » : a Person, other than a Credit Institution or a Financial Institution, whose regular occupation or business is the provision of Investment Services for third parties on a professional basis, within the meaning of Article 1(2) of the Investment Services Directive; « Investment Service » : any of the services listed in Section A of the Annex to the Investment Services Directive, relating to any Financial Instrument, that are provided to a third party; « Investment Services Directive » : Council Directive 93/22/EEC of May 10, 1993 on investment services in the securities field; « Issuer » : any legal entity that has issued an Admitted Financial Instrument; « Listing Directive » : Council Directive 79/279/EEC of March 5, 1979 coordinating the conditions for the admission of securities to official stock exchange listing; « Liquidity Provider » : any Dealer who has undertaken, and been authorized by the Relevant Euronext Market Undertaking**, to enhance the market liquidity of a particular Admitted Financial Instrument, in accordance with Rule 2103; « Liquidity Provision Agreement » : the written agreement entered into between the Relevant Euronext Market Undertaking** and a Liquidity Provider pursuant to Rule 2103/2; « Member » : any Person who has been admitted to Euronext Membership and whose membership has not been terminated; « Member State » : any of the Member States of the European Economic Area; « National Regulations » : any and all laws and regulations applicable in the jurisdiction of the Relevant Euronext Market Undertaking; « Notice » : any written communication, labeled « Notice », issued by the Euronext Market Undertakings to Members or Issuers generally or to any class of Members or Issuers for the purpose of interpreting or implementing the Rules or any other purpose contemplated in this Rule Book; « Other Investment Service Provider » : any Person which is authorized by the competent authority of its Home State to engage in brokerage and/or dealing in Financial Instruments, within the meaning of items 1(b) and 2 of Section A of the Annex to the Investment Services Directive, but is not a Qualifying Investment Service Provider; « Person » : any individual, corporation, partnership, association, trust or entity as the context admits or requires; « Qualifying Investment Service Provider » : any Investment Firm, Credit Institution or Financial Institution having its registered office or, absent a registered office, its head office in one of the Member States and authorized by the competent authority of its Home State to engage in brokerage and/or dealing in Financial Instruments, within the meaning of items 1(b) and 2 of Section A of the Annex to the Investment Services Directive, with the exception of the firms or undertakings referred to in Article 2(2) thereof; « Regulated Market » : any organized market for Financial Instruments within the scope of Article 1(13) of the Investment Services Directive; « Related Parties » : Persons between which there exists a close link within the meaning of Article 1(26) of the Banking Directive, including any Investment Firm, Credit Institution or Financial Institution that is part of a group that is supervised on a consolidated basis; « Relevant Euronext Market Undertaking » : the Euronext Market Undertaking which has approved, or is in the process of reviewing, the application for Euronext Membership of the relevant Member or prospective Member, or the Euronext Market Undertaking which has admitted the relevant Financial Instrument to listing or trading on a Euronext Market or with which the relevant application for admission to listing or trading is pending, as the context requires; when this term is intended to refer solely to a Euronext Market Undertaking in the first sense, it is marked with an asterisk (*); when it is intended to refer solely to a Euronext Market Undertaking in the second sense, it is marked with a double asterisk (**); « Rules » : the rules set forth in this Rule Book, as interpreted or implemented by Notices; « Security » : any transferable security of one of the following categories : (i) Shares or certificates or depositary receipts in respect of Shares; (ii) bonds or other debt securities, whether or not convertible into Shares; (iii) warrants or similar securities entitling the holder to acquire any of the aforesaid securities or any basket of such securities or to receive a cash amount determined by reference to a future price or value of any such security or basket; (iv) units in collective investment undertakings or participation units in other investment vehicles; (v) any other securities which, subject to relevant National Regulations, Euronext may decide to be eligible for trading on a Euronext Market for Securities; « Shares » : any shares of capital stock or other equity securities issued by a corporation or other incorporated business enterprise; « Trading Day » : any day on which the Euronext Markets are open for trading; « Trading Hours » : the trading hours on any Trading Day, as announced by a Notice; « Trading Manager » : an individual appointed within a Member's organization, and registered with the Relevant Euronext Market Undertaking*, pursuant to Rule 2205; « Transaction » : any purchase or sale of an Admitted Financial Instrument on a Euronext Market; 1.2. Construction 1201 References to any law, regulation, directive or rule shall be construed as those in force at the relevant time, as the same may have been amended. 1202 Unless specifically provided otherwise, cross-references to Rules, chapters or sections in this Rule Book shall be construed to refer to Rules, chapters or sections of the same book. 1203 Rules set forth in Book I shall be referred to solely by their sequence number; Rules set forth in Book II shall be referred to by their sequence number preceded by the capital letter B. 1204 Chapter or section headings in this Rule Book or in the Notices are for ease of reference only; they are not part of the content of the relevant chapter or section and do not in any way affect the interpretation thereof. 1205 Capitalized terms used in this Rule Book shall be construed to be of such gender or number as the context admits or requires. 1206 Capitalized terms defined in section 1.1 and used but not otherwise defined in Notices or other communications of the Euronext Market Undertakings shall have the same meaning therein as set forth in section 1.1. 1207 Unless specifically provided otherwise, references to decisions or determinations made or to be made, or other acts performed or to be performed, by Euronext shall be construed to refer to decisions, determinations or other acts made or performed, or to be made or performed, jointly by the Euronext Market Undertakings. 1208 Unless specifically provided otherwise, time specifications in this Rule Book or in Notices or other communications of the Euronext Market Undertakings shall be construed to refer to Central European Time. 1209 Unless specifically provided otherwise, any time periods stated in this Rule Book or in Notices or other communications of the Euronext Market Undertakings shall be counted from midnight to midnight. The time periods shall be deemed to begin on the day following the day on which the event that causes such period to begin takes place. If the date on which any such period terminates is not a Trading Day, the relevant time period shall expire on the next Trading Day. Time periods stated in months or years shall be counted from the starting day through the day preceding the corresponding day in the relevant subsequent month or year. 1.3. Language 1301 This Rule Book is drawn up, and Notices shall be issued, in English, French and Dutch. These language versions are equally authentic. 1302 Any applications, filings and correspondence with, and submissions to, a Euronext Market Undertaking by Members, Issuers and prospective Members or Issuers shall be in English or in the language or one of the languages of such Euronext Market Undertaking, as each Member, Issuer or prospective Member or Issuer may elect. 1303 Any arbitration procedure between Euronext and a Member shall be conducted in English or in the language or one of the languages of the Relevant Euronext Market Undertaking, depending on the language specified for this purpose in the Admission Agreement or other relevant agreement contemplated in this Rule Book, as the case may be. 1.4. Implementation and Modification of Rules 1401 This Rule Book shall be implemented and interpreted by : (i) Notices applicable to all Euronext Markets, issued jointly by the Euronext Market Undertakings; (ii) Notices applicable only to markets operated by Euronext Brussels, issued separately by Euronext Brussels; and (iii) individual decisions adopted by Euronext Brussels pursuant to the Rules. Notices shall become effective and binding upon publication by the Euronext Market Undertakings in the manner set forth in Rule 1501 or at such subsequent date as is specified in such publication. 1402 With a view to the adequate and proper operation of the Euronext Markets and the protection of the interests of investors on those markets, the Euronext Market Undertakings may modify the Rules, including by adopting additional Rules, whenever it deems such modifications necessary or appropriate. The Rules are modified by decision adopted jointly by the Euronext Market Undertakings in the case of Rules set forth in Book I, or by decision of Euronext Brussels in the case of Rules set forth in Book II, in each case subject to approval by the Competent Authorities. Such modifications shall become effective and binding on all Members and Issuers upon publication by the Euronext Market Undertakings in the manner set forth in Rule 1501 or at such subsequent date as is specified in such publication. If any modification of the Rules, other than a modification required by European Community law or National Regulations, materially adversely affects the rights or obligations of Members generally or of any class of Members, then any Member so affected may terminate its Euronext Membership by notice in writing given to the Relevant Euronext Market Undertaking* within five Trading Days from the date of publication of the relevant modification. 1.5. Publication and Communications 1501 The Euronext Market Undertakings shall ensure publication of this Rule Book, subsequent amendments to the Rules, and Notices through dissemination to its Members and/or Issuers or to the relevant class of Members or Issuers via its trading system, posting on its website, publication in its periodical publications or individual notification as appropriate. 1502 Unless specifically provided otherwise, any notification or other communication which is required to be made in writing by any Rule may be made by any means of communication producing or permitting reproduction of a written or printed text of the notice. Any such notification or communication shall be deemed to have been received when effectively delivered to the recipient's address or transmitted to its fax number or electronic mail address, as the case may be, except that any notification or communication made by mail shall be deemed to have been received on the second, fourth or seventh Trading Day following the postal stamp date, depending on whether the notice is sent within the same country, to another Member State or to a country outside the European Economic Area, respectively. Any notification or communication to a Member or to an Issuer shall be made to the address, fax number or electronic mail address specified in the relevant agreement between Euronext and such Member or Issuer, or to such other address, fax number or electronic mail address as such Member or Issuer may subsequently have specifically notified in writing to the Relevant Euronext Market Undertaking. 1.6. Certain Undertakings 1601 The Euronext Market Undertakings shall use reasonable best efforts to monitor compliance with the Rules by the Members and the Issuers and to enforce the Rules. 1602 In providing trading facilities in respect of Admitted Financial Instruments and related services and communications infrastructure and connections, Euronext shall act on a commercial best efforts basis. 1.7. Governing Law 1701 This Rule Book shall be governed by and construed in accordance with the laws of Belgium. 1.8. Settlement of Disputes 1801 Any dispute between the Euronext Market Undertakings and a Member that may arise under any of the Rules shall be finally settled through arbitration in accordance with the arbitration rules referred to in the Admission Agreement. 1.9. Entry into Effect 1901 This Rule Book shall enter into effect as of May 21, 2001, except as set forth in Rules 1902 through 1904. 1902 Pending the connection of the Euronext Markets for Securities operated by Euronext Amsterdam to the Euronext Trading Platform for Securities, the following transitional rules shall apply : (i) For purposes of the application of this Rule Book in respect of the Euronext Markets for Securities operated by Euronext Paris and Euronext Brussels, all references therein to Euronext Market Undertakings shall be construed to refer only to Euronext Paris and/or Euronext Brussels. (ii) The access of Persons admitted as trading members on a Euronext Market for Securities operated by Euronext Amsterdam to the Euronext Markets for Securities operated by Euronext Paris and Euronext Brussels, as well as the access of Persons admitted as trading members on the latter markets to a Euronext Market for Securities operated by Euronext Amsterdam shall be governed by the Cross-Membership Agreement. 1903 With regard to the Euronext Markets for Derivatives, this Rule Book shall enter into effect only upon interconnection of such markets through the Euronext Trading Platform for Derivatives. The date or successive dates of entry into effect of the aforesaid provisions shall be announced by Euronext in one or more Notices. Pending the entry into effect of this Rule Book with regard to the Euronext Markets for Derivatives, the following transitional rules shall apply : (i) The market rules regarding membership of Euronext Markets for Derivatives and regarding trading and admission of Derivatives to trading on such markets shall be those referred to in Book II. (ii) The access of Persons admitted as trading members on a Euronext Market for Derivatives operated by any Euronext Market Undertaking to the Euronext Markets for Derivatives operated by the other Euronext Market Undertakings shall be governed by the Cross-Membership Agreement. 1904 Book I, Chapter 9 shall enter into effect only as of the date which shall be announced by Euronext in a Notice published no later than the tenth Trading Day preceding such date. Prior to this date, infringements of this Rule Book shall be subject to the enforcement rules and procedures set forth or referred to in Book II except as specifically provided otherwise in this Rule Book. CHAPTER 2. - Membership 2.1. Euronext Membership and Trading Activities 2101 Euronext Membership 2101/1 Upon admission by the Relevant Euronext Market Undertaking* in accordance with this Chapter 2 and upon completion of such procedural requirements as may be set forth in one or more Notices on this subject, a Person shall become a member of, and be entitled to trade on, the corresponding Euronext Markets operated by the other Euronext Market Undertakings, in the same capacity and subject to the same restrictions as on the markets operated by the Relevant Euronext Market Undertaking*. 2101/2 The rights and obligations of a Member, the Relevant Euronext Market Undertaking* and the other Euronext Market Undertakings in relation to Euronext Membership shall be set forth in this Rule Book, in the Admission Agreement and in other specific agreements contemplated by this Chapter 2. 2101/3 Euronext Membership or any right arising from such membership may not in any way be transferred or encumbered. 2102 Member Capacities : Brokers and Dealers 2102/1 Persons may apply for Euronext Membership as a Broker and/or a Dealer. 2102/2 Brokers are entitled to trade exclusively for third parties, including other Members. 2102/3 Dealers are entitled to trade exclusively for their own account, including, subject to Rule 2103, with a view to enhancing market liquidity of an Admitted Financial Instrument. 2102/4 Subject to appropriate segregation between brokerage and dealing within its organization, and subject to implementation of appropriate Chinese Walls under applicable rules, a Member may be admitted to Euronext Membership in the two capacities and consequently trade as a Broker-Dealer. 2102/5 The Admission Agreement shall specify the Euronext Markets on which a Member can trade and/or the categories of Admitted Financial Instruments in which it can trade. 2103 Liquidity Providers 2103/1 Liquidity Providers introduce in the order book, continuously, during auctions or in response to specific requests, buy and sell orders for their own account in a particular Admitted Financial Instrument with a view to enhancing market liquidity of such instrument. Only Dealers may act as Liquidity Providers, subject to prior written authorization of the Relevant Euronext Market Undertaking**. 2103/2 The obligations of a Liquidity Provider shall be set forth in the Liquidity Provision Agreement. This agreement may subject such Member to capital requirements in addition to those derived from the Capital Adequacy Directive and/or to other requirements aimed at managing the risks inherent in its activities as a Liquidity Provider. 2103/3 In exceptional market circumstances, the Relevant Euronext Market Undertaking** may suspend a Liquidity Provider's obligations. The Relevant Euronext Market Undertaking** shall then disseminate the appropriate information to the Members in accordance with Rule 1501. 2103/4 The Relevant Euronext Market Undertaking** shall publish and regularly update the list of Liquidity Providers and relevant information relating to their activities in accordance with Rule 1501. 2.2. Requirements for Euronext Membership 2201 General Requirements 2201/1 The admission of a Person to Euronext Membership is subject to the prior written approval of the Relevant Euronext Market Undertaking*. 2201/2 Persons eligible for Euronext Membership are : (i) Qualifying Investment Service Providers authorized to trade all or certain Admitted Financial Instruments;and (ii) Other Investment Service Providers authorized under the rules of their respective Home States and National Regulations, as applicable. 2201/3 Members of a Regulated Market or other organized markets that are subject to equivalent standards with which Euronext has concluded an agreement may also apply for Euronext Membership, subject to compliance with the rules of their Home States and National Regulations, as applicable. This agreement may, on a non-discriminatory basis, waive certain requirements set forth in this Rule Book or impose additional requirements for Euronext Membership. 2202 Clearing Capability Each prospective Member must be, or irrevocably undertake to become, a Clearing Member or, alternatively, must have entered into a Clearing Agreement or hold an irrevocable written commitment of a Clearing Member to enter into such an agreement. 2203 Professional, Organizational and Technical Requirements Prospective Members shall be required to : (i) prove professional and organizational capabilities; (ii) satisfy such general technical requirements as may be imposed by the Relevant Euronext Market Undertaking* and included in the Information Technology Agreement; and (iii) demonstrate fluency of their relevant personnel in English or in the language or one of the languages of the Relevant Euronext Market Undertaking*. 2204 Information Technology Requirements 2204/1 Prospective Members must satisfy the Relevant Euronext Market Undertaking* as to their technical capacity to be connected to the Euronext Trading Platform. 2204/2 Prospective Members must enter into an Information Technology Agreement which shall specify the technical requirements for connection to the Euronext Trading Platform. 2204/3 Each prospective Member and Member authorizes the Relevant Euronext Market Undertaking* or its duly appointed agents to audit such Member's information system and shall provide all information requested in the course of such an audit. Each Member shall make any modifications to its information system that may be required by the Relevant Euronext Market Undertaking* as a result of such audit. 2205 Trading Managers 2205/1 Members having no more than three employees shall appoint one Trading Manager, and Members having more than three employees shall appoint at least two Trading Managers, in order to represent them vis-à-vis other Members and Euronext in respect of Transactions effected on the Euronext Trading Platform, including for the organization of controls over the trading system and the related procedures, such as order filtering procedures. 2205/2 Trading Managers must be registered with the Relevant Euronext Market Undertaking*. Without prejudice to such specific conditions as the Relevant Euronext Market Undertaking* may impose, registration of a Trading Manager shall be subject to the following conditions : (i) the Relevant Euronext Market Undertaking* judges the individual in question fit and proper to fulfill the role of Trading Manager; (ii) the individual in question obtains a professional license by passing an exam prescribed by the Relevant Euronext Market Undertaking* or by otherwise proving its experience in a manner satisfactory to the Relevant Euronext Market Undertaking*; and (iii) without prejudice to Rule 2207/2, the relevant Member submits a written undertaking of the individual in question to comply with the Rules, the specific conditions to which its registration has been made subject and the decisions of the Euronext Market Undertakings. The procedure and conditions of registration, including the requirements in respect of the professional license referred to in item (ii) above, shall be further specified in one or more Notices. 2205/3 A Trading Manager shall be responsible for selecting and supervising the traders of the relevant Member. The Trading Manager shall select traders that are fit and proper to act in this capacity on the Euronext Markets including (without limitation) on the basis of their professional capabilities and their knowledge of the Euronext Markets, the Rules, the Euronext Trading Platform, the Admitted Financial Instruments and the order filtering procedures. 2205/4 If a Trading Manager (i) no longer satisfies one or several of the requirements set forth in the Rules, the conditions to which its registration has been made subject or its obligations towards the Relevant Euronext Market Undertaking*, (ii) has acted in a manner that is detrimental or threatens to be detrimental to the interests of Euronext, or (iii) in any other manner has acted in breach of the Rules, the Relevant Euronext Market Undertaking* may at any time suspend the registration of such Trading Manager for a period not exceeding six months or terminate such registration. Any such suspension or termination shall be notified to such Trading Manager and the relevant Member by registered mail. 2205/5 Upon suspension or termination of a Trading Manager's registration, the relevant Member must, where necessary, immediately appoint a new Trading Manager so as to comply at all times with Rule 2205/1. 2205/6 Registration as a Trading Manager is strictly personal and may not be transferred or assigned in any manner. 2206 Authorized Representatives 2206/1 Members shall appoint at least one Authorized Representative in order to represent them vis-à-vis the Euronext Market Undertakings in all matters pertaining to the exercise of the Member's capacity other than matters within the scope of the Trading Managers' responsibilities. The Relevant Euronext Market Undertaking* may allow the appointment of more than one Authorized Representative, up to a maximum of five per Member. 2206/2 Authorized Representatives shall also be responsible for disseminating within the relevant Member's organization and, when necessary, to their Related Parties the decisions and communications issued by the Euronext Market Undertakings and for advising the relevant Member and its directors, officers, employees, agents and representatives on the application of the Rules. 2206/3 Authorized Representatives shall be registered with the Relevant Euronext Market Undertaking* on the basis of a declaration of the relevant Member. The Relevant Euronext Market Undertaking* may decline to register an individual as an Authorized Representative or terminate such registration if it considers that the individual in question is not or no longer fit and proper to act as an Authorized Representative. 2207 Other Provisions 2207/1 Trading Managers and Authorized Representatives may only be registered for one of such functions and only on behalf of one Member; provided that the Relevant Euronext Market Undertaking* may decide otherwise. 2207/2 Members shall be fully responsible for the acts and omissions of their Trading Managers and Authorized Representatives in the performance of their duties. 2.3. Application Procedure 2301 General 2301/1 Euronext Membership shall become effective only upon fulfillment of all of the following conditions : (i) the prospective Member fulfilling all admission requirements in relation to its capacity; (ii) the Relevant Euronext Market Undertaking* having approved the application for Euronext Membership and the prospective Member having satisfied all conditions precedent to which such approval may have been made subject; (iii) any audit of the prospective Member's information system which may have been carried out by or on behalf of the Relevant Euronext Market Undertaking* having been completed to the satisfaction of the Relevant Euronext Market Undertaking*, or the prospective Member having taken action satisfactory to the Relevant Euronext Market Undertaking* to cure any deficiency of its information system which such audit may have brought to light; and (iv) the Relevant Euronext Market Undertaking* having received originals of the Admission Agreement and the Information Technology Agreement, and, if applicable, a copy of the Clearing Agreement, all duly signed on behalf of the prospective Member. 2301/2 If a Member has not commenced trading within six months after having been notified of its admission, the Relevant Euronext Market Undertaking* may revoke its decision of admission at will. 2301/3 The Relevant Euronext Market Undertaking* shall inform the other Euronext Market Undertakings, the Members, the Clearing House and the Competent Authorities of the admission of new Members. 2302 Application Procedure 2302/1 Prospective Members shall submit a written application including, inter alia, the information and documents specified in Rule 2305 and such additional information and documents as the Relevant Euronext Market Undertaking* may, in its sole judgment, consider relevant in order to review the application. 2302/2 A Member wishing to act in a capacity other than that to which it is already admitted shall file a written application to that effect with the Relevant Euronext Market Undertaking*. 2303 Determination of Application 2303/1 The Relevant Euronext Market Undertaking* shall, within two months after receipt of an application for Euronext Membership and any additional information requested by it, in its sole discretion approve or reject such application or approve such application subject to such conditions and/or restrictions as it considers appropriate. The Relevant Euronext Market Undertaking* shall notify the applicant of its decision by registered mail. Absent such a decision within said term of two months, the application shall be deemed rejected. 2303/2 Subject to Rule 2301/1, upon its admission by the Relevant Euronext Market Undertaking* to Euronext Membership, a Member is authorized to trade on the Euronext Markets in accordance with the terms of the Admission Agreement. 2304 Confidentiality of Information 2304/1 Without prejudice to Rule 2304/2, the Relevant Euronext Market Undertaking* shall keep confidential all information submitted to it by a prospective Member in connection with an application for Euronext Membership or obtained by it in the course of reviewing such application. 2304/2 In its application for Euronext Membership, a prospective Member shall authorize the Relevant Euronext Market Undertaking* to obtain and transmit any relevant information concerning such prospective Member, both prior to and after its admission, from or to any other Euronext Market Undertaking, the Clearing House, any public authority or any other body responsible for the regulation or supervision of Investment Services or for law enforcement, whether in the jurisdiction of the Relevant Euronext Market Undertaking* or elsewhere, subject to National Regulations. 2305 Application File 2305/1 The application for Euronext Membership shall at least include the following items : (i) the content and terms of the license or authorization to engage in Investment Services, issued to the applicant by the competent authorities of its Home State; (ii) in the case of Qualifying Investment Service Providers, evidence that the competent authorities of the applicant's Home State have made the necessary notifications to the Competent Authorities in order to allow the applicant to engage in brokerage and/or dealing in Financial Instruments in the jurisdictions of the Euronext Market Undertakings; (iii) in the case of Other Investment Service Providers, evidence that the applicant complies with National Regulations in respect of brokerage and/or dealing in Financial Instruments; (iv) the proposed capacity or capacities, the Euronext Markets and, when required by the Relevant Euronext Market Undertaking*, the Admitted Financial Instruments in or on which the applicant proposes to trade, together with a description of the proposed activities; (v) a description of the human and technical resources that the applicant will allocate to its trading activity, including the identities of the Trading Manager(s) and the Authorized Representative(s); (vi) the applicant's articles of association as they are in effect at the time of application (where applicable); (vii) the applicant's business profile; (viii) the list of all Regulated Markets and other markets for Financial Instruments of which the applicant is already a member (where applicable); (ix) the list of professional associations of which the applicant is a member (where applicable); (x) the amount, composition and breakdown of ownership of the applicant's capital and its most recent annual financial statements; (xi) the composition of the applicant's governing bodies (where applicable); (xii) the list of the applicant's senior management; (xiii) the applicant's internal rules and regulations; (xiv) if the applicant is not itself a Clearing Member, the identity of the Clearing Member(s) with which the applicant proposes to enter into a Clearing Agreement, together with a copy of the sponsorship letter of the Clearing Member(s); (xv) a commitment of the applicant to abide by the Rules; (xvi) an express authorization for the Euronext Market Undertakings or their duly appointed agents to carry out such on-site investigations (including but not limited to the information system audits referred to in Rule 2204/3) as the Relevant Euronext Market Undertaking* may deem appropriate in its sole discretion, as well as a commitment to provide all information requested in the course of such investigations; (xvii) the authorization required by Rule 2304/2. 2305/2 The application for Euronext Membership shall be made by means of a standard form established by Euronext, in English or in the language or one of the languages of the Relevant Euronext Market Undertaking*. Such form shall be available at each Euronext Market Undertaking upon request. 2.4. Members' Continuing Obligations 2401 A Member shall on a continuing basis : (i) satisfy the general and specific admission requirements imposed by the Relevant Euronext Market Undertaking* and, if applicable, trade only in the Admitted Financial Instruments specified in the Admission Agreement; (ii) pay the fees and commissions charged by the Relevant Euronext Market Undertaking* according to the conditions established by Euronext and communicated to the Members; (iii) authorize the Relevant Euronext Market Undertaking* or its duly appointed agents to carry out on-site investigations in any place of business of the Member, and submit as soon as possible any information or document which the Relevant Euronext Market Undertaking* or such agents consider appropriate for purposes of such investigations; (iv) abide by the Rules and take all appropriate actions prescribed by the Rules or to implement amendments thereof; (v) ensure the presence on its premises during Trading Hours of an Authorized Representative and at least one Trading Manager; (vi) comply with the technical requirements of the Euronext Trading Platform and of any other information technology system or network operated by Euronext, as set out in the Information Technology Agreement; (vii) notify the Relevant Euronext Market Undertaking* as soon as possible and in writing of any material change to the information communicated pursuant to Rule 2305, including in particular (without limitation) in respect of the Member's license or authorization to provide Investment Services; (viii) give prior written notice to the Relevant Euronext Market Undertaking* of any facts or circumstances which may affect the legal form or organization of the Member or its trading activities on the Euronext Markets, including (without limitation) any consolidation, reorganization, merger, change of control or similar event to which the Member is or will become a party. 2402 In case of changes as referred to in items (vii) or (viii) of Rule 2401, the Relevant Euronext Market Undertaking* may modify the conditions under which the relevant Member may act in a particular capacity or impose additional conditions in respect thereof. 2403 A Member shall set up and maintain an appropriate system of internal controls. Such system shall create and maintain audit trails in respect of business conducted on the Euronext Markets. The system shall also allow verification of a Member's continued compliance with all requirements imposed by or pursuant to the Rules. The system of internal controls shall contain internal rules and regulations specific to the Member's capacity on the Euronext Markets. These rules and regulations shall be set out in a manual and be updated at regular intervals. 2404 A Member shall maintain adequate accounting and other records to document all of its Transactions, the settlement thereof and the deposit of Securities on the Euronext Markets or otherwise pursuant to the Rules. Members shall have an audit trail with regard to order records. 2.5. Clearing Agreement 2501 The Clearing Agreement shall define the mutual rights and obligations of a Member and a Clearing Member in relation to the clearing of Transactions effected on the Euronext Markets. 2502 Without prejudice to any requirements imposed by or pursuant to the Clearing Rule Book, the Clearing Agreement shall specify : (i) the terms under which the Clearing Member calls for, and the Member holding positions for its own account and/or for the account of third parties pays, premiums, initial margin and/or variation margin, such calls being made on the Member by the Clearing Member under its own responsibility and in accordance with the conditions set by the Clearing House; (ii) the capacity or capacities in which the Member is authorized to trade; (iii) position limits and loss limits set by the Clearing Member, as the case may be; (iv) the conditions under which, according to National Regulations, the Clearing Member may, in response to a request of the Clearing House, disclose the identity, positions and solvency of the Member and its direct Clients, including situations in which the Member holds the Clients' accounts directly; (v) the responsibilities of each party for implementing procedures for recording and supervising positions in Admitted Financial Instruments on Euronext Markets; (vi) the requirement to open an account in the Clearing Member's books for recording any mistrades, one or more house accounts if the Member trades as a Dealer, as well as one or more Client accounts if the Member trades as a Broker, in accordance with the conditions set by the Clearing House; (vii) the procedures applicable between the parties in the event of a default by the Member or the Clearing Member; (viii) the notice periods applicable in respect of the suspension or termination of the Clearing Agreement by either party, as well as the arrangements and time periods for informing the Clearing House and the Relevant Euronext Market Undertaking* of such suspension or termination; (ix) the law governing the Clearing Agreement and the manner of settlement of disputes that may arise thereunder. 2.6. Off-site Terminals 2601 Related Parties 2601/1 Subject to the prior written approval of the Relevant Euronext Market Undertaking*, Members may place trading terminals on the premises of Related Parties; provided that such Related Parties are (i) established in one of the Member States or in a country with whose relevant supervisory authority the Competent Authority has an agreement on exchange of information, and (ii) supervised by the competent authorities of their Home States. 2601/2 Traders acting on behalf of a Member and located on the premises of such Member's Related Parties must be registered with the Member's Trading Manager. 2601/3 The Related Parties concerned must undertake in writing to comply with the Rules, to authorize the Relevant Euronext Market Undertaking* or its duly appointed agents to carry out on-site investigations in such Related Parties' places of business and to submit as soon as possible any information or document which the Relevant Euronext Market Undertaking* or such agents consider appropriate for purposes of such investigations. These undertakings shall be detailed in a written agreement between the Member and each of the Related Parties concerned, in accordance with the requirements set forth in one or more Notices. 2601/4 Members shall at all times be fully responsible for orders entered by their Related Parties. 2602 Client Terminals and On-Line Orders 2602/1 Members are authorized to provide terminals on the premises of their Clients and to allow Clients to directly transmit orders through on-line facilities; provided that an agreement is entered into between the Member and each of the Clients concerned which shall include such minimum clauses as may be required by the Rules, the Notices and the rules of the Member's Home State. 2602/2 Members shall at all times be fully responsible for orders transmitted via terminals or on-line facilities which they have provided to their Clients. 2.7. Registration 2701 The Euronext Market Undertakings shall maintain a register of the names, addresses, places of business and capacities of Members together with the names and business addresses of Authorized Representatives and Trading Managers. 2702 A Member shall forthwith notify the Relevant Euronext Market Undertaking* in writing of any change in any of the particulars referred to in Rule 2701. 2703 A Member shall be deemed to have elected domicile at the address stated by it in the Admission Agreement or at the last address subsequently specifically notified by it in writing to the Relevant Euronext Market Undertaking*, as the case may be. 2704 The Euronext Market Undertakings shall, upon the written request of any interested party, provide an extract from the register referred to in Rule 2701 reproducing the information contained in it concerning any Member. 2705 Once a year, the Euronext Market Undertakings shall draw up a list showing the names, addresses and places of business of the Members, their capacities and their Authorized Representatives and Trading Managers. A copy of this list shall be sent to each Member. 2.8. Resignation, Suspension and Termination 2801 Resignation 2801/1 A Member may resign from Euronext Membership at any time by giving the Relevant Euronext Market Undertaking* at least 15 Trading Days' prior notice by registered mail. 2801/2 Upon a Member's notification of its resignation pursuant to Rule 2801/1, all amounts owed by such Member to Euronext shall become immediately due and payable. All of such Member's obligations resulting from Euronext Membership shall be discharged to the full satisfaction of the Relevant Euronext Market Undertaking*. 2801/3 The Member shall forthwith return to the Relevant Euronext Market Undertaking* any equipment which may have been made available by Euronext. 2801/4 A Member's resignation shall become effective only as of the date specified in a registered letter from the Relevant Euronext Market Undertaking* to such Member confirming its resignation. 2802 Suspension 2802/1 The Relevant Euronext Market Undertaking* may suspend a Member's trading privileges on the Euronext Markets, in whole or in part, for a term of maximum six months in each of the following circumstances : (i) failure of such Member to satisfy any of the requirements or conditions for its admission; (ii) failure to perform, or delay in performing, any of such Member's obligations under the Admission Agreement, the Information Technology Agreement or the Liquidity Provision Agreement (other than under any market rules that may be set forth in such agreements); (iii) suspension or termination of such Member's capacity as a Clearing Member or suspension or termination of its Clearing Agreement, as the case may be; (iv) any infringement of this Rule Book by such Member; (v) any pending investigation as to a suspected infringement of this Rule Book or infringement of any applicable law or regulation by such Member, whenever the Relevant Euronext Market Undertaking* considers suspension to be urgently required in the interest of market integrity or safety. 2802/2 Any suspension pursuant to Rule 2802/1 shall be decided by the Board of Directors of the Relevant Euronext Market Undertaking* or by another corporate body or officer of such undertaking pursuant to authority delegated by the Board of Directors. Any such decision shall be subject to the following procedural requirements : (i) A prior investigation shall be conducted by the Compliance Department.The findings of such investigation shall be set forth in a written report which shall be submitted to the Board of Directors or competent body or officer, as the case may be. (ii) Except in case of urgency, duly justified in the report of the Compliance Department, the relevant Member shall be given an opportunity to be heard or to present its observations upon completion of the investigation. The Compliance Department shall give the Member no less than two Trading Days' prior written notice to such effect. A summary of the comments made by the Member shall be included in said report. (iii) The decision of suspension shall be notified by registered mail to the relevant Member. Such notification shall include a summary statement of the factual and legal grounds on which such decision is based. (iv) The relevant Member may appeal against the decision of suspension via arbitration in accordance with Rule 1801. Any such appeal must be filed within one month from the date of receipt of the notification referred to in item (iii). (v) The Relevant Euronext Market Undertaking* shall promptly inform the other Euronext Market Undertakings, the Members, the Clearing House and the Competent Authorities of the suspension of any Member as well as of the termination of such suspension. 2802/3 Any fees ordinarily due by Members to Euronext shall continue to be due and payable in respect of any period of suspension, without any right to credit or refund. 2803 Termination 2803/1 Without prejudice to any special causes of termination that may be set forth in the relevant Admission Agreement, the Relevant Euronext Market Undertaking* may terminate the Euronext Membership of any Member in each of the following circumstances : (i) the relevant Member having ceased to regularly carry out brokerage and/or dealing in Financial Instruments for a period of six consecutive months; (ii) the commencement of bankruptcy or similar insolvency proceedings against the Member; (iii) the Member's application for Euronext Membership containing material errors or omission or being misleading in any material respect; (iv) occurrence of any of the grounds for suspension referred to in items (i) through (iv) of Rule 2802/1, if the Relevant Euronext Market Undertaking* considers that the relevant facts and circumstances present a degree of permanence or seriousness that stands in the way of continuation of Euronext Membership. 2803/2 The Euronext Membership of any Member shall terminate automatically in each of the following circumstances : (i) the revocation or expiration without renewal of the Member's Home State license or authorization to engage in the relevant Investment Services; (ii) the death of the Member, if an individual, or the dissolution of the Member, if a legal entity or partnership. 2803/3 Any termination of Euronext Membership pursuant to Rule 2803/1 shall be decided by the Board of Directors of the Relevant Euronext Market Undertaking*. Any such decision shall be subject to the following procedural requirements : (i) A prior investigation shall be conducted by the Compliance Department.The findings of such investigation shall be set forth in a written report to the Board of Directors. (ii) The relevant Member shall be given an opportunity to be heard upon completion of the investigation. The Compliance Department shall give the Member no less than two Trading Days' prior written notice of the time and place of the hearing. A summary of the comments made by the Member shall be included in the report to the Board of Directors. (iii) The decision of termination shall be notified by registered mail to the relevant Member. Such notification shall include a summary statement of the factual and legal grounds on which such decision is based. (iv) The relevant Member may appeal against the decision of termination via arbitration in accordance with Rule 1801. Any such appeal must be filed within one month from the date of receipt of the notification referred to in item (iii). (v) The Relevant Euronext Market Undertaking* shall promptly inform the other Euronext Market Undertakings, the Members, the Clearing House and the Competent Authorities of the termination of the Euronext Membership of any Member. 2.9. Transitional Provisions 2901 Existing Members Persons admitted as trading members of a Euronext Market Undertaking prior to the entry into effect of this Chapter 2 shall be eligible for Euronext Membership on the conditions and subject to the procedural requirements set forth by the Euronext Market Undertakings in one or more Notices on this subject. 2902 Clearing Agreements The Euronext Market Undertakings may in one or more Notices define transitional requirements in respect of Clearing Agreements pending roll-out of the Clearing 21 software. CHAPTER 3. - Rules of Conduct 3001 Scope of Chapter 3 3001/1 This Chapter 3 sets forth rules of conduct specific to the Euronext Markets for Securities which the Members must observe when trading on such Markets. 3001/2 The Rules set forth in this Chapter 3 are without prejudice to applicable general rules of conduct drawn up by the Member States pursuant to Article 11 of the Investment Services Directive. 3002 General Duties of Integrity, Fair Dealing and Care When trading on the Euronext Markets, Members shall : (i) observe high standards of integrity and fair dealing; (ii) act with due skill, care and diligence; and (iii) refrain from any act or course of conduct which is likely to harm the reputation of Euronext or any Euronext Market. 3003 Cooperation with Euronext 3003/1 In dealing with Euronext, its directors, officers, employees, agents and representatives, Members shall act in an open and cooperative manner, be honest and truthful and not mislead or conceal any material matter. 3003/2 In particular, without limiting the generality of Rule 3003/1, a Member shall : (i) provide full and prompt responses to all requests for information by a Euronext Market Undertaking, and (ii) notify the Relevant Euronext Market Undertaking* promptly of any matter which may reasonably be expected to be a matter of concern to Euronext in the context of its relationship with such Member, including (without limitation) any corporate action or other event that may cause such Member to cease to be in compliance with the Rules. 3004 No Fraudulent or Misleading Conduct A Member shall refrain from : (i) taking any action or engaging in …