Over the years Luxembourg has become a renowned financial centre, with an innovative and favourable legal and tax framework tailored in response to the ever growing interest in its securities markets. As a result of this favourable legal and regulatory environment and its customer-oriented and flexible approach to the securities industry, the Luxembourg Stock Exchange (the LuxSE) has become an attractive international marketplace.

1. Listing of bonds
on the
Luxembourg
Stock Exchange
CAPITAL MARKETS

3. 3Listing of bonds on the Luxembourg Stock Exchange
Our services
Our Capital Markets team provides the full range of listing agency
services and can assist you with all the steps of the listing process,
from: (i) the drafting of the listing prospectus (in order to ensure
compliance with applicable rules and regulations); and (ii) the
preparation and review of the application file; to (iii) the coordination
of the prospectus approval/listing application request with the
relevant authorities, i.e. the Commission de Surveillance du
Secteur Financier (the Luxembourg Supervisory Commission of the
Financial Sector) and/or the Luxembourg Stock Exchange (including
assistance with any regulatory issues that may arise during the listing
process).
Our Capital Markets team also provides advice and assistance in
connection with all ongoing reporting and disclosure obligations
that may result from the listing of securities on one of the markets
operated by the Luxembourg Stock Exchange.

4. 4
The Luxembourg
Stock Exchange
Over the years Luxembourg has become a renowned
financial centre, with an innovative and favourable legal
and tax framework tailored in response to the ever
growing interest in its securities markets. As a result of
this favourable legal and regulatory environment and its
customer-oriented and flexible approach to the securities
industry, the Luxembourg Stock Exchange (the LuxSE)
has become an attractive international marketplace.
The LuxSE, which was created in 1927, operates two
markets: (i) a regulated market within the meaning of
Directive 2004/39/EC on markets in financial instruments,
as amended (MiFID) (the Regulated Market) and (ii) a
multilateral trading facility (the Euro MTF). The LuxSE has
from its inception always offered an innovative marketplace
for international issuers and for a large range of securities.
According to recent figures published by the LuxSE, the
markets it operates combine over 37,000 quotation lines of
securities, of which more than 25,000 are debt securities,
from over 2,700 issuers in more than 100 countries.
In 2016, the LuxSE launched the Luxembourg Green
Exchange, the first platform dedicated exclusively to green
securities. It now has over 100 listed green bonds in
various currencies. All securities listed on the Luxembourg
Green Exchange are recognised globally as 100% green.
Issuers of green bonds listed on the Luxembourg Green
Exchange need to comply with certain listing and post-
listing requirements, reflecting the industry’s best practices
for green securities.

5. 5Listing of bonds on the Luxembourg Stock Exchange
Reasons for listing bonds on the Luxembourg
Stock Exchange
There are many reasons for obtaining a listing which usually aim at:
- raising funds for business growth;
- increasing liquidity for an issuer’s securities;
- granting visibility and more security to investors; and/or
- providing investors with certain tax and/or regulatory advantages.
By offering an attractive environment for issuers, and by having the broadest range of securities listed in Europe, the LuxSE
has gained strong market recognition and its know-how enjoys a high reputation among international issuers. The launch of
the Luxembourg Green Exchange is also expected to attract issuers to list their green securities on the LuxSE.
The LuxSE offers professional customer-oriented services by providing a fast, flexible and secured listing process as well
as competitive fees. Furthermore, issuers and investors in Luxembourg benefit from strong and stable regulatory and tax
frameworks, in line with European Union directives and regulations.
Markets operated by the Luxembourg
Stock Exchange
At present the LuxSE operates two markets: (i) the Regulated Market, which qualifies as an European Union regulated
market within the meaning of MiFID; and (ii) the exchange regulated market called Euro MTF, set up in 2005 as a multilateral
trading facility within the meaning of MiFID, which provides an alternative market to the European Union regulated markets.
The Regulated Market falls within the scope of various European Directives (in particular Directive 2003/71/EC, as amended
(the Prospectus Directive)1
and Directive 2004/109/EC, as amended (the Transparency Directive))2
and offers the
possibility for issuers to benefit from the European passport which, on the basis of an already approved Prospectus
Directive-compliant prospectus, allows them to apply for the admission to listing and trading of these securities on the
regulated market of another Member State of the European Union.
As opposed to the Regulated Market, issuers applying for a listing on the Euro MTF may not benefit from the European
passport. However, as the Euro MTF lies outside the scope of the Prospectus Directive and the Transparency Directive,
issuers having securities admitted to trading on the Euro MTF are bound by less costly and stringent requirements.
Additionally, securities listed on the Euro MTF are eligible for Eurosystem collateral operations.
Both the Regulated Market and the Euro MTF fall within the scope of Regulation 596/2014 on market abuse (the Market
Abuse Regulation) which entered into force on 3 July 2016.
1 Implemented in Luxembourg by the law dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Law).
2 admitted to trading on a regulated market, as amended (the Transparency Law).

6. 6
Listing requirements
The listing requirements are laid down in the Rules and Regulations of the Luxembourg Stock Exchange (the Rules).
The table below summarises the requirements for the listing of bonds on any one of the markets operated by the LuxSE.
Regulated Market / Euro MTF
Competent authority to decide on the application for
listing and admission to trading
LuxSE
Number of bonds All bonds of the same class must be listed
Negotiability of the bonds Freely transferable
Minimum distribution to the public (free float) Not applicable
Minimum issue amount EUR 200,000
Operating history No minimum operating history required
Convertible bonds, exchangeable bonds and bonds
with warrants attached
The underlying shares must have been admitted or be
admitted at the same time to listing on the LuxSE, or on
another market that operates in a legitimate, recognised
and open manner
Clearing and settlement Yes (via systems recognised by the LuxSE, i.e. Euroclear,
Clearstream, LuxCSD and BNY Mellon CSD)
Application file
An application file must be submitted to the LuxSE, containing in particular a copy of the draft listing prospectus and the
relevant application forms, together with the supporting documents laid down in the Rules.
A request for the admission to trading of bonds on one of the markets operated by the LuxSE is deemed to be
simultaneously an application for admission to the Official List of the LuxSE.
While an application for the listing of bonds on the Regulated Market will require the prior approval by the Commission
de Surveillance du Secteur Financier, the Luxembourg supervisory commission of the financial sector (the CSSF), of
a prospectus drawn up in accordance with Regulation (EC) No. 809/2004, as amended (the Prospectus Regulation),
an application for a listing on the Euro MTF will require the prior approval by the LuxSE of a prospectus drawn up in
accordance with the Rules.
The table below provides a non-exhaustive summary of the information that a listing prospectus should contain.

7. 7Listing of bonds on the Luxembourg Stock Exchange
Regulated Market Euro MTF
Competent authority for the approval of the
prospectus
CSSF LuxSE
Contents of the prospectus Prospectus drawn up
in accordance with the
Prospectus Regulation
Information to be provided
in the prospectus is less
detailed if the bonds have a
minimum denomination per
unit of at least EUR 100,000
Prospectus drawn up in
accordance with the Rules
Information to be provided
in the prospectus is less
detailed if the bonds qualify
as Eurobonds or have a
minimum denomination per
unit of at least EUR 100,000
(as defined by the Rules)
Prospectus language English, German, French or
Luxembourgish
English, German, French or
Luxembourgish
Annual financial information 2 years 2 years
Summarized information if
bonds qualify as Eurobonds
(as defined by the Rules)
Half-yearly information Yes, if annual accounts are
older than 9 months or if
half-yearly accounts have
already been published by
the issuer (not required if
the bonds have a minimum
denomination per unit of at
least EUR 100,000)
Yes, if annual accounts are
older than 9 months (not
required if the bonds have a
minimum denomination per
unit of at least EUR 100,000)
Quarterly financial information Yes, if published by the issuer
(not required if bonds have a
minimum denomination per
unit of at least EUR 100,000)
Not required
Financial information must be prepared in IFRS Yes (or equivalent for non
EEA issuers)
No, national GAAP are
accepted
Financial information must be audited Yes Yes
In case of bonds guaranteed by a guarantor,
disclosure on the guarantor as if he was the
issuer of the bonds
Yes (limited derogations are
available)
Yes (derogation possible in
certain circumstances)
If the bonds are convertible, exchangeable or with
warrants attached, provide information on the
issuer of the underlying shares as if he was the
issuer of the bonds
Yes Yes
Passporting of the prospectus possible Yes No

8. 8
Listing fees
Fees levied by the CSSF and/or the LuxSE vary depending on the type of listing which is applied for, the nature of the
issuer and whether it is a first listing or not. The table below provides an example of applicable fees in the case of an
ordinary issuer, i.e. not a supra-national issuer, applying for a first listing of bonds under a standalone issue.3
A request for the admission to trading of bonds on one of the markets operated by the LuxSE is deemed to be
simultaneously an application for admission to the Official List of the LuxSE.
While an application for the listing of bonds on the Regulated Market will require the prior approval by the Commission
de Surveillance du Secteur Financier, the Luxembourg supervisory commission of the financial sector (the CSSF), of a
prospectus drawn up in accordance with Regulation (EC) No. 809/2004, as amended (the Prospectus Regulation),
an application for a listing on the Euro MTF will require the prior approval by the LuxSE of a prospectus drawn up in
accordance with the Rules.
The table below provides a non-exhaustive summary of the information that a listing prospectus should contain.
Regulated Market Euro MTF
Visa fees for prospectus approval EUR 5,000 (levied by the CSSF) EUR 2,500 (levied by the LuxSE)
One-off listing fees due to the LuxSE EUR 1,200 EUR 1,200
Annual maintenance fees payable to
the LuxSE (increases depending on
the issue amount)
Starting from EUR 500
(for an issue amount equal to or
lower than EUR 50,000,000)
Starting from EUR 500
(for an issue amount equal to or
lower than EUR 50,000,000)
3 All information regarding the relevant applicable fees may be found on the website of the LuxSE at the following address: https://www.bourse.lu/listing-
fees.

9. 9Listing of bonds on the Luxembourg Stock Exchange
Ongoing and periodic reporting and disclosure
obligations
Once the listing is effective, issuers will be subject to ongoing and periodic disclosure and reporting obligations. These
obligations vary depending on which market the bonds are listed on and they will generally be more stringent and costly in
the case of bonds listed on the Regulated Market. Those obligations derive from the Transparency Law4
(save in respect of
bonds listed on the Euro MTF only), the Market Abuse Regulation and the Rules.
The tables below provide a non-exhaustive summary of certain ongoing and periodic disclosure and reporting obligations
applicable to issuers with bonds listed on one of the markets operated by the LuxSE.
Regulated Market
References Nature of the information Timing for reporting
and disclosure
Reporting obligations
Rules Information relating to securities and
corporate events
As soon as possible, but before
the events affecting the bonds or
relating to corporate matters take
place
Rules Information concerning the bonds
which must be disclosed by the
issuer
By the deadline for making public
and filing such information at the
latest
Rules All information deemed useful for the
protection of bondholders and for
the due and proper operation of the
market
As soon as possible
Disclosure obligations
Transparency Law Publication of annual financial
reports (IFRS or equivalent)
Within four months after year-end
Transparency Law Publication of half-yearly reports
(IFRS or equivalent)
Within three months after half year-
end
Transparency Law Publication of changes to the
bondholders’ rights
Without delay
Market Abuse Regulation Publication of inside information
(subject to certain conditions, such
publication may be delayed)
As soon as possible
Market Abuse Regulation Managers’ transactions notifications Within three business days
4 To the extent Luxembourg is the issuer’s Home Member State within the meaning of the Transparency Law.

10. 10
Euro MTF
References Nature of the information Timing for reporting
and disclosure
Reporting obligations
Rules Information relating to securities and
corporate events
As soon as possible, but before
the events affecting the bonds or
relating to corporate matters take
place
Rules Information concerning the bonds
which must be disclosed by the
issuer
By the deadline for making public
and filing such information at the
latest
Rules All information deemed useful for the
protection of bondholders and for
the due and proper operation of the
market
As soon as possible
Disclosure obligations
Rules Publication of annual financial
reports but exemptions are available
(national GAAP, IFRS or equivalent)
As soon as possible
Rules Publication of redemption or
repayment notices
Promptly
Rules Publication of changes to the
bondholders’ rights
Promptly
Market Abuse Regulation Publication of inside information
(subject to certain conditions, such
publication may be delayed)
As soon as possible
Market Abuse Regulation Managers’ transactions notifications Within three business days

11. 11Listing of bonds on the Luxembourg Stock Exchange
About Loyens Loeff
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Belgium, Luxembourg and Switzerland.
Our clients include private and public companies,
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The firm has six offices in the Benelux countries and
Switzerland, and seven in important financial centres of
the world with around 900 legal and tax experts.
loyensloeff.com
Contact information
Cédric Raffoul
T +352 466 230 415
Cedric.Raffoul@loyensloeff.com
Loyens Loeff Luxembourg S.à r.l.
Avocats à la Cour
18-20, rue Edward Steichen
L-2540 Luxembourg
T +352 466 230
F +352 466 234
Disclaimer
Although this publication has been compiled with great care, Loyens Loeff Luxembourg S.à r.l. and all other entities,
partnerships, persons and practices trading under the name “Loyens Loeff”, cannot accept any liability for the
consequences of making use of this issue without their cooperation. The information provided is intended as general
information and cannot be regarded as advice.
Arnaud Barchman Wuytiers van Vliet
T+352 466 230 311
Arnaud.Barchman@loyensloeff.com
Loyens Loeff is an associate member of the International Capital Market Association (ICMA).

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