1. Member States shall make subject to this Chapter natural persons and legal entities in public or private law who acquire or dispose of, directly or through intermediaries, holdings meeting the criteria laid down in Article 89(1) which involve changes in the holdings of voting rights in companies incorporated under their law the shares of which are officially listed on a stock exchange or exchanges situated or operating within one or more Member States.
2. Where the acquisition or disposal of a major holding such as referred to in paragraph 1 is effected by means of certificates representing shares, this Chapter shall apply to the bearers of those certificates, and not to the issuer.
3. This Chapter shall not apply to the acquisition or disposal of major holdings in collective investment undertakings.