sou · GSB395d2 · 2005-01-01 00:00:00 — 27.12.An indication of the existence of any mandatory takeover bids and/or squeeze- out and sell-out rules in relation to the underlying shares. 27.13.An indication of public takeover bids by third parties in respect of the issuers equity, which have occurred during the last financial year and the current financial year. The price or exchange terms attaching to such offers and the outcome thereof must be stated. 27.14.Lock up agreements: – the parties involved, – content and exceptions of the agreement, – indication of the period of the lock up. 27.15.Information about selling share holders if any 27.15.1.Name and business address of the person or entity offering to sell the underlying shares, the nature of any position office or other material relationship that the selling persons has had within the past three years with the issuer of the underlying shares or any of its predecessors or affiliates. 27.16.1.Amount and percentage of immediate dilution resulting from the offer of the depository receipts. 27.16.2.In the case of a subscription offer of the depository receipts to existing shareholders, disclose the amount and percentage of immediate dilutions if they do not subscribe to the offer of depository receipts. 27.17.Additional information where there is a simultaneous or almost simultaneous offer or admission to trading of the same class of underlying shares as those underlying shares over which the depository receipts are being issued. 27.17.1.If simultaneously or almost simultaneously with the creation of the depository receipts for which admission to a regulated market is being sought underlying shares of the same class as those over which the depository receipts are being issued are subscribed for or placed privately, details are to be given of the nature of such operations and of the number and characteristics of the underlying shares to which they relate. 27.17.2.Disclose all regulated markets or equivalent markets on which, to the knowledge of the issuer of the depository receipts, underlying shares of the same class of those over which the depository receipts are being issued are offered or admitted to trading. 27.17.3.To the extent known to the issuer of the depository receipts, indicate whether major shareholders, members of the administrative, management or supervisory bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer. 28.INFORMATION REGARDING THE DEPOSITORY RECEIPTS 28.1.A description of the type and class of depository receipts being offered and/or admitted to trading. 28.2.Legislation under which the depository receipts have been created. 28.3.An indication whether the depository receipts are in registered or bearer form and whether the depository receipts are in certificated or book-entry form. In the latter case, include the name and address of the entity in charge of the records. 28.4.Currency of the depository receipts. 28.5.Describe the rights attaching to the depository receipts, including any limitations of these attached to the depository receipts and the procedure if any for the exercise of these rights. 28.6.If the dividend rights attaching to depository receipts are different from the dividend rights disclosed in relation to the underlying disclose the following about the dividend rights: (a)fixed date(s) on which the entitlement arises; (b)time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates; (c)dividend restrictions and procedures for non-resident holders; (d)rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments. 28.7.If the voting rights attaching to the depository receipts are different from the voting rights disclosed in relation to the underlying shares disclose the following about those rights: – Voting rights. – Pre-emption rights in offers for subscription of securities of the same class. – to share in the issuers profits. –Rights to share in any surplus in the event of liquidation. – Redemption provisions. –Conversion provisions. 28.8.Describe the exercise of and benefit from the rights attaching to the underlying shares, in particular voting rights, the conditions on which the issuer of the depository receipts may exercise such rights, and measures envisaged to obtain the instructions of the depository receipt holders - and the right to share in profits and any liquidation surplus which are not passed on to the holder of the depository receipt. 28.9.The expected issue date of the depository receipts. 28.10.A description of any restrictions on the free transferability of the depository receipts. 28.11.In respect of the country of registered office of the issuer and the country(ies) where the offer is being made or admission to trading is being sought: (a)information on taxes on the income from the depository receipts withheld at source; (b)indication as to whether the issuer assumes responsibility for the withholding of taxes at the source. 28.12.Bank or other guarantees attached to the depository receipts and intended to underwrite the issuers obligations. 28.13.Possibility of obtaining the delivery of the depository receipts into original shares and procedure for such delivery 29.INFORMATION ABOUT THE TERMS AND CONDITIONS OF THE OFFER OF THE DEPOSITORY RECEIPTS 29.1.Conditions, offer statistics, expected timetable and action required to apply for the offer 29.1.1.Total amount of the issue/offer, distinguishing the securities offered for sale and those offered for subscription; if the amount is not fixed, description of the arrangements and time for announcing to the public the definitive amount of the offer. 29.1.2.The time period, including any possible amendments, during which the offer will be open and description of the application process. 29.1.3.An indication of when, and under what circumstances, the offer may be revoked or suspended and whether revocation can occur after dealing has begun. 29.1.4.A description of the possibility to reduce subscriptions and the for refunding excess amount paid by applicants. 29.1.5.Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). 29.1.6.An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription. 29.1.7.Method and time limits for paying up the securities and for delivery of the securities. 29.1.8.A full description of the and date in which results of the offer are to be made public. 29.1.9.The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. 29.2.Plan of distribution and allotment 29.2.1.The various categories of potential investors to which the securities are offered. If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche. 29.2.2.To the extent known to the issuer, indicate whether major shareholders or members of the issuers management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer. 29.2.3.1.The division into tranches of the offer including the institutional, retail and issuers employee tranches and any other tranches. 29.2.3.2.The conditions under which the claw-back may be used, the maximum size of such claw back and any applicable minimum percentages for individual tranches. 29.2.3.3.The allotment method or methods to be used for the retail and issuers employee tranche in the event of an oversubscription of these tranches. 29.2.3.4.A description of any pre-determined preferential treatment to be accorded to certain of investors or certain affinity groups (including friends and family programmes) in the allotment, the percentage of the offer reserved for such preferential treatment and the criteria for inclusion in such or groups. 29.2.3.5.Whether the treatment of subscriptions or bids to subscribe in the allotment may be determined on the basis of which firm they are made through or by. 29.2.3.6.A target minimum individual allotment if any within the retail tranche. 29.2.3.7.The conditions for the closing of the offer as well as the date on which the offer may be closed at the earliest; 29.2.3.8.Whether or not multiple subscriptions are admitted, and where they are not, how any multiple subscriptions will be handled. 29.2.3.9.Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made. 29.2.4.Over-allotment and green shoe: 29.2.4.1.The existence and size of any over-allotment facility and/or green shoe. 29.2.4.2.The existence period of the over-allotment facility and/or green shoe. 29.2.4.3.Any conditions for the use of the over-allotment facility or exercise of the green shoe. 29.3.1.An indication of the price at which the securities will be offered. When the price is not known or when there is not an established and/or liquid market for the securities, indicate the method for determination of the offer price, including who has set the criteria or is formally responsible for its determination. Indication of the amount of any expenses and taxes specifically charged to the subscriber or purchaser. 29.3.2.Process for the disclosure of the offer price. 29.3.3.Where there is or could be a material disparity between the public offer price and the effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by them in transactions during the past year, or which they have the right to acquire, include a comparison of the public contribution in the proposed public offer and the effective cash contributions of such persons. 29.4.1.Name and address of the co-coordinator(s) of the global offer and of single parts of the offer and, to the extend known to the issuer, of the placers in the various countries where the offer takes place. 29.4.2.Name and address of any paying agents and depository agents in each country. 29.4.3.Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under best efforts arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. 29.4.4.When the underwriting agreement has been or will be reached. 30.ADMISSION TO TRADING AND DEALING ARRANGEMENTS IN THE DEPOSITORY RECEIPTS 30.1.An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in This circumstance must be mentioned, without creating the impression that the admission to trading necessarily will be approved. If known, the earliest dates on which the securities will be admitted to trading must be given. 30.2.All the regulated markets or equivalent markets on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading. 30.3.If simultaneously or almost simultaneously with the creation of the securities for which admission to a regulated market is being sought securities of the same class are subscribed for or placed privately or if securities of other are created for public or private placing, details must be given of the nature of such operations and of the number and characteristics of the securities to which they relate. 30.4.Name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment. 30.5.Stabilisation: where an issuer or a selling shareholder has granted an over- allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offer: 30.6.The fact that stabilisation may be undertaken, that there is no that it will be undertaken and that it may be stopped at any time. 30.7.The beginning and the end of the period during which stabilisation may occur. 30.8.The identity of the stabilisation manager for each relevant jurisdiction unless this is not known at the time of publication. 30.9.The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail. 31.KEY INFORMATION ABOUT THE ISSUE OF THE DEPOSITORY RECEIPTS 31.1.Reasons for the offer and use of proceeds 31.1.1.Reasons for the offer and, where applicable, the estimated net amount of the proceeds broken into each principal intended use and presented by order of priority of such uses. If the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, state the amount and sources of other funds needed. Details must be given with regard to the use of the proceeds, in particular when they are being used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other business, or to discharge, reduce or retire indebtedness. 31.2.Interest of natural and legal persons involved in the issue/offer 31.2.1.A description of any interest, including conflicting ones, that is material to the issue/offer, detailing the persons involved and the nature of the interest. Prominent disclosure of risk factors that are material to the securities being offered and/or admitted to trading in order to assess the market risk associated with these securities in a section headed Risk factors. 32.EXPENSE OF THE ISSUE/OFFER OF THE DEPOSITORY RECEIPTS 32.1.The total net proceeds and an estimate of the total expenses of the issue/offer. Minimum Disclosure Requirements for the Banks Registration Document (schedule) 1.1.All persons responsible for the information given in the registration document and, as the case may be, for certain parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including members of the issuers administrative, management or supervisory bodies indicate the name and function of the person; in case of legal persons indicate the name and registered office. 1.2.A declaration by those responsible for the registration document that, having taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. As the case may be, declaration by those responsible for certain parts of the registration document that, having taken all reasonable care to ensure that such is the case, the information contained in the part of the registration document for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. 2.1.Names and addresses of the issuers auditors for the period covered by the historical financial information (together with their membership in a professional body). 2.2.If auditors have resigned, been removed or not been reappointed during the period covered by the historical financial information, details if material. Prominent disclosure of risk factors that may affect the issuers ability to fulfil its obligations under the securities to investors in a section headed Risk factors. INFORMATION ABOUT THE ISSUER 4.1.History and development of the Issuer 4.1.1.the legal and commercial name of the issuer; 4.1.2.the place of registration of the issuer and its registration number; 4.1.3.the date of incorporation and the length of life of the issuer, except where indefinite; 4.1.4.the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office); 4.1.5.any recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuers solvency. 5.1.1.A brief description of the issuers principal activities stating the main categories of products sold and/or services performed; 5.1.2.An indication of any significant new products and/or activities. 5.1.3.Principal markets A brief description of the principal markets in which the issuer competes. 5.1.4.The basis for any statements in the registration document made by the issuer regarding its competitive position. 6.1.If the issuer is part of a group, a brief description of the group and of the issuers position within it. 6.2.If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence. 7.1.Include a statement that there has been no material adverse change in the of the issuer since the date of its last published audited financial statements. In the event that the issuer is unable to make such a statement, provide details of this material adverse change. 7.2.Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuers for at least the current financial year. 8.PROFIT FORECASTS OR ESTIMATES If an issuer chooses to include a profit forecast or a profit estimate the registration document must contain the information items 8.1 and 8.2. 8.1.A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate. There must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; be readily understandable by investors; be specific and precise; and not relate to the general accuracy of the estimates underlying the forecast. 8.2.A report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer. 8.3.The profit forecast or estimate must be prepared on a basis comparable with the historical financial information. 9.ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES 9.1.Names, business addresses and functions in the issuer of the following persons, and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer: (a)members of the administrative, management or supervisory bodies; (b)partners with unlimited liability, in the case of a limited partnership with a share capital. 9.2.Administrative, Management, and Supervisory bodies conflicts of interests Potential conflicts of interests between any duties to the issuing entity of the persons referred to in item 9.1 and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, make a statement to that effect. 10.1.To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom, and describe the nature of such control, and describe the measures in place to ensure that such control is not abused. 10.2.A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer. 11.FINANCIAL INFORMATION CONCERNING THE ISSUERS ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES Audited historical financial information covering the latest two financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third countrys national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements. The most recent years audited historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuers next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements. If the issuer has been operating in its current sphere of economic activity for less than one year, the audited historical financial information covering that period must be prepared in accordance with the standards applicable to annual financial statements under Regulation (EC) No 1606/2002, or if not applicable to a national accounting standards where the issuer is an issuer from the Community. For third country issuers, the historical financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third countrys national accounting standards equivalent to these standards. This historical financial information must be audited. If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following: (a)the balance sheet; (b)the income statement; (c)in the case of an admission of securities to trading on a regulated market only, a cash flow statement; (d)the accounting policies and explanatory notes. The historical annual financial information must be independently audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards applicable in a or an equivalent standard. If the issuer prepares both own and consolidated financial statements, include at least the consolidated financial statements in the registration document. 11.3.Auditing of historical annual financial information 11.3.1.A statement that the historical financial information has been audited. If audit reports on the historical financial information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such refusal or such qualifications or disclaimers must be reproduced in full and the reasons given. 11.3.2.An indication of other information in the registration document which has been audited by the auditors. 11.3.3.Where financial data in the registration document is not extracted from the issuers audited financial statements state the source of the data and state that the data is un-audited. of latest financial information The last year of audited financial information may not be older than 18 months from the date of the registration document. Interim and other financial information