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

There are no jurisdictions of incorporation or industries that would not be acceptable for a listed company. There is no difference in financial requirements between a foreign company and a domestic company with a primary listing.

The expected aggregate market value of all securities (excluding treasury shares) to be listed must be at least €1 million (approximately US$1.11 million) for shares to be eligible for listing.

Any company applying for a listing should have published or filed independently audited historical financial information covering at least three years. The audited historical financial information must not be subject to a modified audit report, except in limited circumstances. The historical financial information must represent at least 75% of the applicant company's business for the full three-year period and put prospective investors in a position to make an informed assessment of the business for which admission is sought. The applicant company must also demonstrate that it carries on an independent business as its main activity. Some of these rules are modified for mineral companies and scientific research-based companies. The company and its subsidiaries must also have sufficient working capital for the group's requirements for at least 12 months from the date on which the prospectus relating to the listing is published. In addition, a company applying for a listing must satisfy Euronext Dublin that it is not managed by a person outside that company's group.

Where a company applying for a listing has a controlling shareholder, that shareholder will be required to enter into an agreement (typically known as a relationship agreement) with the company containing mandatory independence provisions and requiring the appointment of independent directors to be approved by separate resolutions of: (i) the shareholders as a whole; and (ii) the independent shareholders. For these purposes, a controlling shareholder would include someone who, together with their associates and concert parties, controls 30% or more of the voting rights in the company.

There are no specified ongoing financial maintenance requirements that a foreign company must meet after the initial listing.

All companies must have a minimum of 25% (or such lower percentage agreed by Euronext Dublin) of the class of shares to be listed distributed to the public in one or more EEA states. This is known as the minimum "free float" requirement. Shares are not considered to be in public hands if they are held directly or indirectly by directors, persons connected with directors, trustees of any employees' share scheme or pension fund established to benefit the directors or employees or certain other categories of related persons or are subject to a lock-up period of more than 180 days. In considering whether to allow a free float of less than 25% in a particular case, Euronext Dublin may take into account a number of factors, such as shares of the same class that are held (even though they are not listed) in states that are not EEA States; the number and nature of the public shareholders; and in relation to primary listings of commercial companies, whether the expected market value of the shares in public hands at admission will exceed €100 million (approximately US$110.50 million). Euronext Dublin may revoke a modification at any time.

Companies must comply with the UK Corporate Governance Code and the Irish Corporate Governance Annex or, if they choose not to comply with one or more provisions of the Code or the Annex, explain and justify why they do not comply in their annual report. Listed companies must also offer pre-emption rights to existing shareholders (however these can be, and commonly are, disapplied with shareholder approval), as described below.

All companies applying for a listing must appoint a sponsor that has been approved by Euronext Dublin. Euronext Dublin maintains a list of these sponsors at https://www.euronext.com/sites/default/files/2023-07/20230717%20Equity%20Listing%20Sponsor%20Directory.pdf. The sponsor provides financial advice and is responsible for liaising with Euronext Dublin on the applicant company's behalf.

There is no requirement for an applicant company to conduct interviews with Euronext Dublin as part of the listing process. There is no requirement for listed foreign companies to have or maintain a minimum number of security holders, although Euronext Dublin may cancel a company's listing should less than 25% (or any lower percentage agreed by Euronext Dublin) of the class of listed securities be in public hands according to the criteria described above. There is no requirement for listed foreign companies to have or maintain a minimum trading price for their securities, or for any shares to be placed into escrow (or otherwise be restrained from being traded, such as through lock-in or lock-up arrangements) in connection with the listing. However, on initial listing underwriters will typically require that the directors and major shareholders agree to a lock-in arrangement. Securities must be traded in a currency recognized by Euronext Dublin. There are no restrictions for securities to be settled within a particular clearing system or registered with a particular share transfer agent. However, adequate procedures must be available for the clearing and settlement of transactions in shares listed on Euronext Dublin, and Dublin listed shares are currently, normally settled in the central securities depositories system operated by Euroclear Bank.

Further listing requirements are as follows:

• An applicant company must be duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment.
• An applicant company must be operating in conformity with its constitution.
• The securities must be validly issued in accordance with applicable laws and regulations governing those securities, the issuer's articles of association and other constitutional documents.
• The securities to be listed must be freely transferable.
• Any shares to be listed must be fully paid.
• An application for listing of securities must, if no securities of that class are already listed, relate to all securities of that class. If securities of that class are already listed, the application must relate to all further securities of that class, issued or proposed to be issued.
• A prospectus will be required (unless an exemption applies).

The requirements described in this section 2 do not vary from what would be expected of a domestic company, except that if the law of incorporation of a foreign applicant company seeking a listing does not confer pre-emption rights on shareholders, the company's constitution must do so, and the applicant company must be satisfied that this is not incompatible with the laws in its country of incorporation.

The pre-emption rights concerned are as follows: a listed company proposing to issue equity shares for cash or to sell treasury shares that are equity shares for cash must first offer those equity shares in proportion to their existing holdings to:

• Existing holders of that class of equity shares (other than the listed company itself by virtue of it holding treasury shares).
• Holders of other equity shares of the listed company who are entitled to be offered them.

These pre-emption rights, however, can be and usually are disapplied. Irish incorporated companies can disapply these rights by passing a special resolution or by including a provision to this effect in the constitution of the company.