sou · GSB395d2 · 2005-01-01 00:00:00 — In the case of each member of the administrative, management or supervisory bodies of the issuer and person described in points (b) and (d) of the first subparagraph, details of that persons relevant management expertise and experience and the following information: (a)the names of all companies and partnerships of which such person has been a member of the administrative, management or supervisory bodies or partner at any time in the previous five years, indicating whether or not the individual is still a member of the administrative, management or supervisory bodies or partner. It is not necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative, management or supervisory bodies; (b)any convictions in relation to fraudulent offences for at least the previous five years; (c)details of any bankruptcies, receiverships or liquidations with which a person described in points (a) and (d) of the first subparagraph who was acting in the capacity of any of the positions set out in points (a) and (d) of the first subparagraph member of the administrative, management or supervisory bodies was associated for at least the previous five years; (d)details of any official public incrimination and/or sanctions of such person by statutory or regulatory authorities (including designated professional bodies) and whether such person has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years. If there is no such information to be disclosed, a statement to that effect must be made. 14.2.Administrative, Management, and Supervisory bodies and conflicts of interests Potential conflicts of interests between any duties to the issuer of the persons referred to in the first subparagraph of item 14.1 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. arrangement or understanding with major shareholders, , suppliers or others, pursuant to which any person referred to in the first subparagraph of item 14.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management. In relation to the last full financial year for those persons referred to in points (a) and (d) of the first subparagraph of item 14.1: 15.1.The amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted, to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its subsidiaries by any person. This information must be provided on an individual basis unless individual disclosure is not required in the issuers home country and is not otherwise publicly disclosed by the issuer. 15.2.The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits. In relation to the issuers last completed financial year, and unless otherwise specified, with respect to those persons referred to in point (a) of the first subparagraph of item 14.1: 16.1.Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office. 16.2.Information about members of the administrative, management or supervisory bodies service contracts with the issuer or any of its subsidiaries providing for benefits upon termination of employment, or an appropriate negative statement. 16.3.Information about the issuers audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committee operates. 16.4.A statement as to whether or not the issuer complies with its countrys of incorporation corporate governance regime(s). In the event that the issuer does not comply with such a regime, a statement to that effect together with an explanation regarding why the issuer does not comply with such regime. 17.1.Either the number of employees at the end of the period or the average for each financial year for the period covered by the historical financial information up to the date of the prospectus (and changes in such numbers, if material) and, if possible and material, a breakdown of persons employed by main category of activity and geographic location. If the issuer employs a significant number of temporary employees, include disclosure of the number of temporary employees on average during the most recent financial year. 17.2.Shareholdings and stock options With respect to each person referred to in points (a) and (b) of the first subparagraph of item 14.1, provide information as to their share ownership and any options over such shares in the issuer as of the most recent practicable date. 17.3.Description of any arrangements for involving the employees in the capital of the issuer. 18.1.In so far as is known to the issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest notifiable under the issuers national law in the issuers capital or voting rights, together with the amount of each such persons interest or, if there are no such persons, an appropriate negative statement. 18.2.Whether the issuers major shareholders have different voting rights, or an appropriate negative statement. 18.3.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. 18.4.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. Details of related party transactions (which for these purposes are those set out in the Standards adopted according to Regulation (EC) No 1606/2002), that the issuer has entered into during the period covered by the historical financial information and up to the date of the prospectus must be disclosed in accordance with the respective standard adopted according to Regulation (EC) No 1606/2002 if applicable. If such standards do not apply to the issuer the following information must be disclosed: (a)the nature and extent of any transactions which are - as a single transaction or in their entirety - material to the issuer. Where such related party transactions are not concluded at arms length provide an explanation of why these transactions were not concluded at arms length. In the case of outstanding loans including guarantees of any kind indicate the amount outstanding; (b)the amount or the percentage to which related party transactions form part of the turnover of the issuer. 20.FINANCIAL INFORMATION CONCERNING THE ISSUERS ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES Audited historical financial information covering the latest 3 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 Member States 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 last two 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 Member States 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)a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners; (d)the cash flow statement; (e)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 prospectus, it gives a true and fair view, in accordance with auditing standards applicable in a or an equivalent standard. 20.1a This paragraph may be used only for issues of depository receipts having a denomination per unit of at least 000. Audited historical financial information covering the latest three 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 Member States 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. Otherwise, the following information must be included in the prospectus: (a)a prominent statement that the financial information included in the registration document has not been prepared in accordance with the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information; (b)immediately following the historical financial information a narrative description of the differences between the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles adopted by the issuer in preparing its annual financial statements. The last two 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 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)a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners; (d)the cash flow statement; (e)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 prospectus, it gives a true and fair view, in accordance with auditing standards applicable in a or an equivalent standard. Otherwise, the following information must be included in the prospectus: (a)a prominent statement disclosing which auditing standards have been applied; (b)an explanation of any significant departures from international standards on auditing. If the issuer prepares both own and consolidated annual financial statements, include at least the consolidated annual financial statements in the prospectus. 20.3.Auditing of historical annual financial information 20.3.1.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. 20.3.2.Indication of other information in the prospectus which has been audited by the auditors. 20.3.3.Where financial data in the prospectus is not extracted from the issuers audited financial statements state the source of the data and state that the data is unaudited. 20.4.Age of latest financial information The last year of audited financial information may not be older than: (a)18 months from the date of the prospectus if the issuer includes audited interim financial statements in the prospectus; (b)15 months from the date of the prospectus if the issuer includes unaudited interim financial statements in the prospectus. 20.5.Interim and other financial information 20.5.1.If the issuer has published quarterly or half yearly financial information since the date of its last audited financial statements, these must be included in the prospectus. If the quarterly or half yearly financial information has been reviewed or audited the audit or review report must also be included. If the quarterly or half yearly financial information is unaudited or has not been reviewed, state that fact. 20.5.2.If the prospectus is dated more than nine months after the end of the last audited financial year, it must contain interim financial information, which may be unaudited (in which case that fact shall be stated) covering at least the first six months of the financial year. The interim financial information must include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the years end balance sheet. 20.6.Dividend policy A description of the issuers policy on dividend distributions and any restrictions thereon. 20.6.1.The amount of the dividend per share for each financial year for the period covered by the historical financial information adjusted, where the number of shares in the issuer has changed, to make it comparable. 20.7.Legal and arbitration proceedings Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or groups financial position or profitability, or provide an appropriate negative statement. 20.8.Significant change in the issuers financial or trading position A description of any significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or provide an appropriate negative statement. The following information as of the date of the most recent balance sheet included in the historical financial information: 21.1.1.The amount of issued capital, and for each class of share capital: (a)the number of shares authorised; (b)the number of shares issued and fully paid and issued but not fully paid; (c)the par value per share, or that the shares have no par value; (d)a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact. 21.1.2.If there are shares not representing capital, state the number and main characteristics of such shares. 21.1.3.The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of the issuer. 21.1.4.The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription. 21.1.5.Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital. 21.1.6.Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option and details of such options including those persons to whom such options relate. 21.1.7.A history of share capital, highlighting information about any changes, for the period covered by the historical financial information. 21.2.Memorandum and Articles of Association 21.2.1.A description of the issuers objects and purposes and where they can be found in the memorandum and articles of association. 21.2.2.A summary of any provisions of the issuers articles of association, statutes or charter and bylaws with respect to the members of the administrative, management and supervisory bodies. 21.2.3.A description of the rights, preferences and restrictions attaching to each class of the existing shares. 21.2.4.A description of what action is necessary to change the rights of holders of the shares, indicating where the conditions are more significant than is required by law. 21.2.5.A description of the conditions governing the in which annual general meetings and extraordinary general meetings of shareholders are called including the conditions of admission. 21.2.6.A brief description of any provision of the issuers articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer. 21.2.7.An indication of the articles of association, statutes, charter or bylaws provisions, if any, governing the ownership threshold above which shareholder ownership must be disclosed. 21.2.8.A description of the conditions imposed by the memorandum and articles of association statutes, charter or bylaws governing changes in the capital, where such conditions are more stringent than is required by law. A summary of each material contract, other than contracts entered into in the ordinary course of business, to which the issuer or any member of the group is a party, for the two years immediately preceding publication of the prospectus. A summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the group which contains any provision under which any member of the group has any obligation or entitlement which is material to the group as at the date of the prospectus. 23.THIRD PARTY INFORMATION, STATEMENT BY EXPERTS AND DECLARATIONS OF 23.1.Where a statement or report attributed to a person as an expert is included in the prospectus provide such persons name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuers request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the prospectus. 23.2.Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, the issuer shall identify the source(s) of the information. A statement that for the life of the prospectus the following documents (or copies thereof), where applicable, may be inspected: (a)the memorandum and articles of association of the issuer; (b)all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuers request any part of which is included or referred to in the prospectus; (c)the historical financial information of the issuer or, in the case of a group, the historical financial information for the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the prospectus. An indication of where the documents on display may be inspected, by physical or electronic means 25.1.Information relating to the undertakings in which the issuer holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses. 26.INFORMATION ABOUT THE ISSUER OF THE DEPOSITORY RECEIPTS 26.1.Name, registered office and principal administrative if different from the registered office. 26.2.Date of incorporation and length of life of the issuer, except where indefinite. 26.3.Legislation under which the issuer operates and legal form which it has adopted under that legislation. 27.INFORMATION ABOUT THE UNDERLYING SHARES 27.1.A description of the type and the class of the underlying shares, including the ISIN (Identification Number) or other such security identification code. 27.2.Legislation under which the underlying shares have been created. 27.3.An indication whether the underlying shares are in registered form or bearer form and whether the underlying shares are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of the records. 27.4.Currency of the underlying shares. 27.5.A description of the rights, including any limitations of these, attached to the underlying shares and procedure for the exercise of said 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. 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 27.8.The issue date of the underlying shares if new underlying shares are being created for the issue of the depository receipts and they are not in existence at the time of issue of the depository receipts. 27.9.If new underlying shares are being created for the issue of the depository receipts, state the resolutions, authorisations and approvals by virtue of which the new underlying shares have been or will be created and/or issued. 27.10.A description of any restrictions on the free transferability of the underlying shares. 27.11.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 underlying shares withheld at source; (b)indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.