[Last updated: 1 January 2024, unless otherwise noted]

Below is an overview of the documentation and information to be supplied to Euronext Amsterdam by a company seeking to list its equity securities on Euronext Amsterdam. Other types of financial instruments may require slightly different documentation and information to be supplied.

Link to Table

*A draft prospectus, to be provided as soon as possible (but no later than when it is officially sent to the relevant supervisory authority for approval). This will be done by the listing agent. A copy of the final version of the prospectus relating to the issuance, signed by the issuer, will also need to be sent to Euronext Amsterdam by the day before the first day of listing.

** The application for admission to trading contains (among other things) undertakings by the issuer to confirm that:

• The issuer is aware of, has fully familiarized itself with, and will at all times comply with any and all laws and regulations applicable to the issuer and/or operating within the member states of the European Union (including in the jurisdiction where the financial instruments are / will be admitted to trading), including but not limited to:
  • Prospectuses.
  • Transparency (in particular, periodic and permanent obligations).
  • Market abuse.
• The issuer and its beneficial owners are aware of, have fully familiarized themselves with, and will at all times comply with any and all European and/or national laws and regulations on money laundering or terrorist financing.
• The issuer and its beneficial owners are not on the EU Sanction List or on the one drawn up by the Office of Foreign Assets Control (OFAC).
• The issuer is aware of, has fully familiarized itself with, and will at all times comply with the relevant Euronext Rules, which are available on Euronext's website (www.euronext.com) and undertakes to adhere at all times to such Euronext Rules.
• On receipt of invoices issued by Euronext, the issuer undertakes to settle all fees, duties and commissions due in accordance with the procedures and conditions in force referred to on such invoices.

A listing timetable should be jointly agreed upon between Euronext Amsterdam and the issuer. In addition, the following is required regarding the listing of securities on Euronext Amsterdam. Upon admission to listing and for as long as the securities are listed:

• The legal form and structure of the issuer must be in accordance with applicable laws and regulations.
• The issuer must comply with the requirements of any relevant competent authority.
• Adequate procedures must be available for the clearing and settlement of transactions in respect of such securities.
• The issuer must take all necessary measures to have its ISIN code as well as an active LEI.

Further, in order for securities to be admitted to listing and trading on Euronext Amsterdam, one of the following must have occurred:

• The AFM has approved the company's prospectus.
• The prospectus, including its supplements, has been approved by the relevant competent authority and a passport has been sent to the AFM.
• The transaction is exempt from the prospectus obligation.

In the event of (i) a public offering in the Netherlands, or (ii) an admission of securities to trading on Euronext Amsterdam, a prospectus must be approved by the AFM first (as per the first bullet point in the preceding list). To that end, the prospectus must satisfy the rules set out in the Prospectus Regulation (EU) 2017/1129, as supplemented by the following delegated regulations: (i) (EU) 2019/979, and (ii) (EU) 2019/980. Furthermore, the European Securities and Market Authority (ESMA) has published several guidelines that are helpful during the preparation of a prospectus. Alternately, a prospectus approved by the competent authority of the issuer's home European Economic Area (EEA) Member State may be passported into the Netherlands pursuant to the Prospectus Regulation (EU) 2017/1129.

In particular, such prospectus must include, among others, the following topics:

• Summary.
• Risk factors relating to the company and its industry.
• Identity of the persons responsible for drawing up the prospectus and those responsible for auditing the financial statements.
• Reasons for the offering and use of proceeds.
• Offer statistics and expected timetable.
• Selected financial and operating information.
• Capitalization and indebtedness.
• Business, industry and regulatory overview.
• Management, employees and corporate governance.
• Description of the company's share capital and corporate governance.
• Principal shareholders and related party transactions.
• Operating and financial review and prospects.

In addition, with respect to financial information, the prospectus should also include audited historical financial statements, including balance sheets for the latest three financial years. Pro forma financial statements may be required in the case of a recent material merger or acquisition. The pro forma financial statements must be prepared in a manner consistent with the accounting policies adopted by the issuer in its last or next financial statements.

For an issuer incorporated in an EEA Member State, the financial statements should generally be prepared under the relevant EEA Member State's national accounting standards or IFRS. For a third country issuer, the financial statements should be prepared either:

• Under IFRS.
• Under Canadian, Chinese, Japanese, Indian, Korean or US generally accepted accounting principles (GAAP) or under other any other third country's national accounting standards, which have been deemed equivalent to IFRS by the European Commission.

If the AFM is the competent authority to approve the prospectus, the prospectus may be drafted either in Dutch or in English. If another supervisory authority within the EEA was competent to approve the prospectus, an English-language prospectus approved by that authority may be passported into the Netherlands without having to be translated into Dutch. While the AFM may require a Dutch translation of the prospectus summary (which may not exceed seven sides of A4-sized paper when printed), in our experience, the AFM does not usually require such a translation. In order to passport a prospectus drafted in a language other than English or Dutch into the Netherlands, the AFM will require a Dutch or English translation.

The Public Issues and Offerings Division of the AFM will review the draft prospectus filed with it. Draft prospectus filings are not publicly available. In general, the AFM will provide its initial comments after the first filing within 20 business days following the receipt of the prospectus. For any subsequent filings, the AFM takes up to ten business days following the receipt of the prospectus to provide its further comments. In practice, multiple rounds of comments from the AFM can be expected, with a minimum of three rounds. Prospectus approval can be obtained within approximately 10 to 12 weeks from the date of the initial filing. The below timetable is indicative only and focusses on the steps taken in connection with the prospectus approval by the AFM and admission to trading of the shares at Euronext Amsterdam.

Link to Timetable

In the case of a technical listing (a listing without an offering), the process can be shorter. Also, the process for cross-listing a foreign company is not appreciably different from listing a domestic company. For the preparation of a prospectus in connection with an initial public offering this will generally contain information about the company required under Annex 1 of the Delegated Regulation (EU) 2019/980) and the information about the company required under Annex 11 of the Delegated Regulation (EU) 2019/980).