Finland has decided to exercise the national discretion granted in the prospectus regulations and require that in public offerings and listings on a regulated market taking place only in Finland, the prospectus must, as a rule, be drawn up in Finnish or Swedish.

The EU prospectus regulations aim to reduce the unnecessary burden associated with the drawing up of prospectuses by allowing the drawing up of a prospectus in English, regardless of whether the offer or admission to trading is domestic or cross-border.¹ The prospectus regulations allow Member States to opt out of this, however. A Member State may require that the prospectus for an offer of securities to the public or an admission to trading on a regulated market which is sought only in that Member State be drawn up in a language accepted by the competent authority of that Member State.² The amendments to Article 27 of the Prospectus Regulation concerning the language of the prospectus will be applied from 5 June 2026.

Finland has decided to exercise the national discretion and require that the prospectus be drawn up in Finnish or Swedish if securities are offered to the public or admitted to trading on a regulated market only in Finland. However, the FIN-FSA may, upon application, grant consent to the drawing up of a prospectus in a language customary in the sphere of international finance.³

Exercising the national discretion means that the language requirements for prospectuses in public offerings or listings on a regulated market taking place only in Finland will, in practice, not change from the current situation:

• The FIN-FSA intends to continue to grant consent to the drawing up of prospectuses for debt securities in English⁴.
• The FIN-FSA requires that, in the situations referred to above, equity prospectuses be drawn up, as a rule, in Finnish (or Swedish).
  • Since it is not possible to take a position on all different situations in advance, the FIN-FSA may, based on case-by-case consideration, also give consent in special situations to the drawing up of an equity prospectus in English.

The FIN-FSA considers that drawing up a prospectus in Finnish or Swedish contributes to ensuring an adequate level of investor protection, particularly in offerings to retail investors, and, with the alleviation of prospectus regulations, that this is justified for, among others, the following reasons:

• The requirement to draw up a prospectus in Finnish (or Swedish) only applies to situations involving an offer of securities to the public only in Finland or an admission to trading of securities on a regulated market which is sought only in Finland.
• Even if the offer or listing takes place only in Finland, prospectuses for debt securities may continue to be drawn up in English with the consent of the FIN-FSA.
• Due to the alleviation of prospectus regulations, the drawing up of a prospectus is required in fewer situations than before.
  • Larger securities offerings can be made without a prospectus when the euro threshold for the prospectus requirement increases from the current EUR 8 million to EUR 12 million on 5 June 2026.
  • Prospectus exemptions of the prospectus regulations were expanded significantly at the end of 2024. The exemptions broadly allow, for example, the admission of additional tranches of shares to trading on a regulated market without a prospectus or by drawing up an 11-page exemption document.⁵
• The content requirements of all prospectuses will be alleviated in 2026.
  • The content requirements of prospectuses have already been alleviated in EU Follow-on prospectuses and EU Growth issuance prospectuses, limiting the number of pages of the prospectuses for equities to 50 pages and 75 pages respectively.
  • As of 5 June 2026, the level of content requirements of the so-called full prospectus, which may be used, for example, for listing on a regulated market, will correspond to the previous alleviated type of prospectus, i.e. the EU Growth prospectus.⁶
• In practice, the requirement to draw up a prospectus in Finnish (or Swedish) applies particularly to listing prospectuses.
  • In these situations, drawing up a prospectus in a national language is particularly justified, as equities are typically marketed widely to retail investors and no other information about the company is yet available to market participants in addition to the prospectus.
• The investment decision should be based on the prospectus.
  • The investment decision should not be made on the basis of the Finnish summary and marketing material alone; investors should be encouraged to familiarise themselves with the entire prospectus, which would not necessarily be possible if the prospectus would be drawn up only in English.
  • In our view, the comprehensibility of the information and the accessibility of the prospectus among retail investors is on a better level when the prospectus is drawn up in Finnish.

The graph below shows the number of prospectuses drawn up in Finnish and English in 2023−2025, broken down into equity prospectuses, individual debt prospectuses and base prospectuses related to bank debt programmes.

In 2023−2025, most of the equity prospectuses⁷ were drawn up in Finnish and most of the debt prospectuses and base prospectuses in English.

Where an offer of securities to the public or an admission to trading on a regulated market which is sought in more than one Member State, those responsible for drawing up the prospectus may choose whether the prospectus will be drawn up in English or in languages accepted by the competent authorities of the Member States in question.⁸

Drafters of prospectuses are recommended to contact the FIN-FSA’s prospectus review team before submitting a prospectus application. We usually discuss with those responsible for drawing up prospectuses, for example, the content requirements of the prospectus, the specific features of the transaction, the language of the prospectus and the timeline for the prospectus review. Even if there are no specific questions related to the prospectus, it is good for us to know in good time that the prospectus is coming up for scrutiny.

For further information, please contact:

• Marianne Demecs, Chief Supervisor, marianne.demecs(at)fiva.fi or tel. +358 9 183 5366
• Ossi Eräkivi, Chief Specialist, ossi.erakivi(at)fiva.fi, tel. +358 9 183 5262
• Jenni Granlund, Supervisor, jenni.granlund(at)fiva.fi or tel. +358 9 183 5470 (on leave of absence until 31 May 2026)
• Vili Kauramäki, Legal Advisor, vili.kauramaki(at)fiva.fi, tel. +358 9 183 5095
• Minna Toiviainen, Senior Supervisor, minna.toiviainen(at)fiva.fi or tel. +358 9 183 5219
• Kirsi Vuorela, Senior Supervisor, kirsi.vuorela(at)fiva.fi or tel. +358 9 183 5399.

¹ Regulation (EU) 2024/2809 (Listing Act), introductory paragraph 55.

² Prospectus Regulation (EU) 2017/1129, Article 27(1).

³ Chapter 3, section 4 of the Securities Markets Act.

⁴ If a summary must be included in a debt prospectus, the summary must also be drawn up in Finnish.

⁵ Article 1(4) and (5) of the Prospectus Regulation.

⁶ Listing Act, introductory paragraph 25.

⁷ The two arrangements in which the prospectus was prepared in English did not involve an offer or listing on a regulated market taking place only in Finland.

⁸ For more detail, see Article 27(2) of the Prospectus Regulation.