sou · GSB395d2 · 2005-01-01 00:00:00 — 2Where a Community issuer is subject to transitional national provisions adopted pursuant Article 9 of Regulation (EC) No 1606/2002, the obligation to restate in a prospectus historical financial information does not apply to any period earlier than 1 January 2006 or, where an issuer has securities admitted to trading on a regulated market on 1 2005, until the issuer has published its first consolidated annual accounts with accordance with Regulation (EC) No 1606/2002. 3Until 1 January 2007 the obligation to restate in a prospectus historical financial information according to Regulation (EC) No 1606/2002, set out in item 20.1, item 13.1, items 8.2, items 20.1 and item 11.1 shall not apply to issuers from third countries: 1.who have their securities admitted to trading on a regulated market on 1 January 2007; 2.who have presented and prepared historical financial information according to the national accounting standards of a third country. In this case, historical financial information shall be accompanied with more detailed and/or additional information if the financial statements included in the prospectus do not give a true and fair view of the issuers assets and liabilities, financial position and profit and loss. 4Third country issuers having prepared historical financial information according to internationally accepted standards as referred to in Article 9 of Regulation (EC) No 1606/2002 may use that information in any prospectus filed before 1 January 2007, without being subject to restatement obligations. 5From 1 January 2007 third country issuers, as referred to in paragraphs 3 and 4, shall present the historical financial information referred to in paragraph 3 point (1) following the of equivalence pursuant to a mechanism to be set up by the Commission. This mechanism shall be set up through the Committee procedure provided for in Article 24 of Directive 2003/71/EC. 6The provisions of this Article shall also apply to , item 3. This Regulation shall enter into force in Member States on the twentieth day after its publication in the . It shall apply from 1 2005. This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at , . Member of the Commission ANNEXES Annexes I to XVII: Schedules and blocks : Table of combinations of schedules and blocks : List of specialist issuers Minimum Disclosure Requirements for the Share 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, a 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 re-appointed during the period covered by the historical financial information, indicate details if material. 3.1.Selected historical financial information regarding the issuer, presented for each financial year for the period covered by the historical financial information, and any subsequent interim financial period, in the same currency as the financial information. The selected historical financial information must provide the key figures that summarise the financial condition of the issuer. 3.2.If selected financial information for interim periods is provided, comparative data from the same period in the prior financial year must also be provided, except that the requirement for comparative balance sheet information is satisfied by presenting the year end balance sheet information. Prominent disclosure of risk factors that are specific to the issuer or its industry in a section headed Risk Factors. 5.INFORMATION ABOUT THE ISSUER History and development of the issuer The legal and commercial name of the issuer The place of registration of the issuer and its registration number L 215/20 EN The date of incorporation and the length of life of the issuer, except where indefinite 5.1.4.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) 5.1.5.The important events in the development of the issuers business. 5.2.1.A description, (including the amount) of the issuers principal investments for each financial year for the period covered by the historical financial information up to the date of the registration document 5.2.2.A description of the issuers principal investments that are in progress, including the geographic distribution of these investments (home and abroad) and the method of financing (internal or external) 5.2.3.Information concerning the issuers principal future investments on which its management bodies have already made firm commitments. 6.1.1.A description of, and key factors relating to, the nature of the issuers operations and its principal activities, stating the main categories of products sold and/or services performed for each financial year for the period covered by the historical 6.1.2.An indication of any significant new products and/or services that have been introduced and, to the extent the development of new products or services has been publicly disclosed, give the status of development. A description of the principal markets in which the issuer competes, including a breakdown of total revenues by category of activity and geographic market for each financial year for the period covered by the historical financial information. 6.3.Where the information given pursuant to items 6.1 and 6.2 has been influenced by exceptional factors, mention that fact. 6.4.If material to the issuers business or profitability, a summary information regarding the extent to which the issuer is dependent, on patents or licences, industrial, commercial or financial contracts or new manufacturing processes. 6.5.The basis for any statements made by the issuer regarding its competitive position. 7.1.If the issuer is part of a group, a brief description of the group and the issuers position within the group. 7.2.A list of the issuers significant subsidiaries, including name, country of incorporation or , proportion of ownership interest and, if different, proportion of voting power held. 8.PROPERTY, PLANTS AND EQUIPMENT 8.1.Information regarding any existing or planned material tangible fixed assets, including leased properties, and any major encumbrances thereon. 8.2.A description of any environmental issues that may affect the issuers utilisation of the tangible fixed assets. 9.OPERATING AND FINANCIAL REVIEW To the extent not covered elsewhere in the registration document, provide a description of the issuers financial condition, changes in financial condition and results of operations for each year and interim period, for which historical financial information is required, including the causes of material changes from year to year in the financial information to the extent necessary for an understanding of the issuers business as a whole. 9.2.1.Information regarding significant factors, including unusual or infrequent events or new developments, materially affecting the issuers income from operations, indicating the extent to which income was so affected. 9.2.2.Where the financial statements disclose material changes in net sales or revenues, provide a narrative discussion of the reasons for such changes. 9.2.3.Information regarding any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the issuers operations. 10.1.Information concerning the issuers capital resources (both short and long term); 10.2.An explanation of the sources and amounts of and a narrative description of the issuers cash flows; 10.3.Information on the borrowing requirements and funding structure of the issuer; 10.4.Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the issuers operations. 10.5.Information regarding the anticipated sources of funds needed to fulfil commitments referred to in items 5.2.3 and 8.1. 11.RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES Where material, provide a description of the issuers research and development policies for each financial year for the period covered by the historical financial information, including the amount spent on issuer-sponsored research and development activities. 12.1.The most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the registration document. 12.2.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. 13.PROFIT FORECASTS OR ESTIMATES If an issuer chooses to include a profit forecast or a profit estimate the registration document must contain the information set out in items 13.1 and 13.2: 13.1.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; the assumptions must be readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates underlying the forecast. 13.2.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. 13.3.The profit forecast or estimate must be prepared on a basis comparable with the historical financial information. 13.4.If a profit forecast in a prospectus has been published which is still outstanding, then provide a statement setting out whether or not that forecast is still correct as at the time of the registration document, and an explanation of why such forecast is no longer valid if that is the case. 14.ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT 14.1.Names, business addresses and functions in the issuer of the following persons and an indication of the principal activities performed by them outside that 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; (c)founders, if the issuer has been established for fewer than five years; (d)any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuers business. The nature of any family relationship between any of those persons. In the case of each member of the administrative, management or supervisory bodies of the issuer and of each person mentioned 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 (a) and (d) of the first subparagraph who was acting in the capacity of any of the positions set out in (a) and (d) of the first subparagraph 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 is to 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 item 14.1 and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, a statement to that effect must be made. arrangement or understanding with major shareholders, , suppliers or others, pursuant to which any person referred to in item 14.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management. Details of any restrictions agreed by the persons referred to in item 14.1 on the disposal within a certain period of time of their holdings in the issuers securities. 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. That 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 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 must be included 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 registration document (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 (d) 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 in the issuers capital or voting rights which is notifiable under the issuers national law, 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 the 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 registration document, 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 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 the 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: (a)balance sheet; (b)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)cash flow statement; (e)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. 20.2.Pro forma financial information In the case of a significant gross change, a description of how the transaction might have affected the assets and liabilities and earnings of the issuer, had the transaction been undertaken at the commencement of the period being reported on or at the date reported. This requirement will normally be satisfied by the inclusion of pro forma financial information. This pro forma financial information is to be presented as set out in and must include the information indicated therein. Pro forma financial information must be accompanied by a report prepared by independent accountants or auditors. If the issuer prepares both own and consolidated annual financial statements, include at least the consolidated annual financial statements in the registration document. 20.4.Auditing of historical annual financial information 20.4.1.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. 20.4.2.Indication of other information in the registration document which has been audited by the auditors. 20.4.3.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 unaudited. 20.5.Age of latest financial information 20.5.1.The last year of audited financial information may not be older than one of the following: (a)18 months from the date of the registration document if the issuer includes audited interim financial statements in the registration document; (b)15 months from the date of the registration document if the issuer includes unaudited interim financial statements in the registration document. 20.6.Interim and other financial information