Article 2

Definitions For the purposes of this Regulation, the following definitions shall apply in addition to those laid down in Directive 2003/6/EC: 1. "investment firm" means any legal person as defined in point (2) of Article 1 of Council Directive 93/22/EEC(4); 2. "credit institution" means a legal person as defined in Article 1(1) of Directive 2000/12/EC of the European Parliament and the Council(5); 3. "buy-back programmes" means trading in own shares in accordance with Articles 19 to 24 of Council Directive 77/91/EEC; 4. "time-scheduled 'buy-back' programme" means a "buy-back" programme where the dates and quantities of securities to be traded during the time period of the programme are set out at the time of the public disclosure of the "buy-back" programme; 5. "adequate public disclosure" means disclosure made in accordance with the procedure laid down in Articles 102(1) and 103 of Directive 2001/34/EC of the European Parliament and of the Council(6); 6. "relevant securities" means transferable securities as defined in Directive 93/22/EEC, which are admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made, and which are the subject of a significant distribution; 7. "stabilisation" means any purchase or offer to purchase relevant securities, or any transaction in associated instruments equivalent thereto, by investment firms or credit institutions, which is undertaken in the context of a significant distribution of such relevant securities exclusively for supporting the market price of these relevant securities for a predetermined period of time, due to a selling pressure in such securities; 8. "associated instruments" means the following financial instruments (including those which are not admitted to trading on a regulated market, or for which a request for admission to trading on such a market has not been made, provided that the relevant competent authorities have agreed to standards of transparency for transactions in such financial instruments): contracts or rights to subscribe for, acquire or dispose of relevant securities; financial derivatives on relevant securities; where the relevant securities are convertible or exchangeable debt instruments, the securities into which such convertible or exchangeable debt instruments may be converted or exchanged; instruments which are issued or guaranteed by the issuer or guarantor of the relevant securities and whose market price is likely to materially influence the price of the relevant securities, or vice versa; where the relevant securities are securities equivalent to shares, the shares represented by those securities (and any other securities equivalent to those shares). 9. "significant distribution" means an initial or secondary offer of relevant securities, publicly announced and distinct from ordinary trading both in terms of the amount in value of the securities offered and the selling methods employed; 10. "offeror" means the prior holders of, or the entity issuing, the relevant securities; 11. "allotment" means the process or processes by which the number of relevant securities to be received by investors who have previously subscribed or applied for them is determined; 12. "ancillary stabilisation" means the exercise of an overallotment facility or of a greenshoe option by investment firms or credit institutions, in the context of a significant distribution of relevant securities, exclusively for facilitating stabilisation activity; 13. "overallotment facility" means a clause in the underwriting agreement or lead management agreement which permits acceptance of subscriptions or offers to purchase a greater number of relevant securities than originally offered; 14. "greenshoe option" means an option granted by the offeror in favour of the investment firm(s) or credit institution(s) involved in the offer for the purpose of covering overallotments, under the terms of which such firm(s) or institution(s) may purchase up to a certain amount of relevant securities at the offer price for a certain period of time after the offer of the relevant securities. CHAPTER II "BUY-BACK" PROGRAMMES

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Source: EUR-Lex (Cellar) · retrieved 2026-10-13 · Text as adopted (Official Journal); later amendments are not incorporated in this text.