TO: European Commission, Directorate General Internal Market and Services,

Unit G3 – Securities Markets

RE: Draft proposal for a Directive of the European Parliament and of the Council amending Directives 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and 2004/109/EC on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (“Prospectus Directive”)

FROM: European-American Business Council (EABC)

Registration ID#: 5860696767-14

ADDRESS:

919 18th Street NW Rue de l’Industrie, 26

Suite 220 B-1040 Bruxelles

Washington DC 20006

March 14 2007,

EABC members welcome the opportunity to respond to the European Commission Consultation on amendments to the Prospectus Directive. We very much appreciate the EuropeanCommission’s consideration of a revision of the exempt offersprovision. While EABCis supportive of the objective to harmonize the framework for investing and raising capital across the EU, we believethat for employee share plans the Prospectus Directivedid not reach its goal of strengthening the EU capital market.According to the current provisions, only issuers with shares traded on a regulated market in the EU are able to benefitfrom the exemption to provide a prospectus. In contrast, third country issuers and private companies are excluded, thereby creating market distortions.In addition, the inconsistency in applying the Prospectus Directive in the 27 EU Member States is hindering non-EU companies in effectively operating their pan-European share plans (“passport”). To benefit from the exemptions, some EU Member States require various filings with local regulators or translations even for EU-listed companies which is not in compliance with the Directive.

We fully agree, therefore, with your analysis and the change proposed in Article4(1) (e) of the Prospectus Directive. EABC members understand that the stated requirement to provide a “document” is met, if a prospectus is already filed in the home country of the company. According to the Annex of the report by the European Securities Markets Expert (ESME) Group a “restrictive view of the scope of Article 4(1) (e) and the absence of any other exemption means that, in practice, many non-EU companies cannot offer their share schemes to their employees”. Thus, the current prospectus regime is actually to the detriment of EU employees, who will be disadvantaged if they work for companies not listed in a regulated EU market or for EU non-listed companies. More importantly, employee share programs are supposed to benefit employees - as part of their compensation package. Yet the current provisions do not further financial participation of EU employees and fail to promote employee motivation. The inability to make use of the exemption may even force multinationals to cancel schemes that existed long before the Prospectus Directive entered into effect.

EABC members are convinced that extending the exemption will not negatively affect investor protection. Employees are generally well informed through internal communications, direct mailings, important messages from the CEO or management and the intranet.Their understanding of the company is very different compared to outside investors. US listed companies especially, are regularly required to report all information to the public and their shareholders; the information is published on the SEC website.

Finally, setting up a prospectus is very costly. In 2006 Linklaters conducted a survey on the costs related to producing a prospectus. Some companies reported costs of up to $1,000,000.Items included legal, audit and accounting services, printing, design, distribution, advertising, and linguistic translation. These costs usually come with an annual report.A separate EU prospectus may also resultin a duplication of fees, as similar prospectuses are already filed in internationally well respected non-EU jurisdictions, such as in the US. So the European Commission proposal is also in line with the EU goal to reduce unnecessary administrative burdens on companies by 25 % by the year 2012 to improve the competitiveness of companies throughout Europe.

To ensure legal clarity regarding the scope of the Directive, EABC members, therefore, support the proposal of the European Commission to broaden the exemption in Article 4(1)(e) of the Prospectus Directive. We would like to ask the European Commission to make the proposed changes as soon as possible for companiesand their employees to truly benefit from global markets. This is especially urgent in light of the current financial market turmoil.

We again thank the European Commission for putting out this timely consultation andfor the opportunity to comment on this important issue. Please do not hesitate to contact us if we can be of any assistance in this matter.

For more information please contact:

Alexis Serfaty, EABC Policy Director:

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *