sou · GSB395d2 · 2005-01-01 00:00:00 — 3.4.6.the order of priority of payments made by the issuer to the holders of the class of securities in question; 3.4.7.details of any other arrangements upon which payments of interest and principal to investors are dependent; 3.5.the name, address and significant business activities of the originators of the securitised assets. 3.6.Where the return on, and/or repayment of the security is linked to the performance or credit of other assets which are not assets of the issuer, items 2.2 and 2.3 are necessary; 3.7.the name, address and significant business activities of the administrator, calculation agent or equivalent, together with a summary of the administrators/calculation agents responsibilities, their relationship with the originator or the creator of the assets and a summary of the provisions relating to the termination of the appointment of the administrator/calculation agent and the appointment of an alternative administrator/calculation agent; 3.8.the names and addresses and brief description of: (a)any swap counterparties and any providers of other material forms of credit/liquidity enhancement; (b)the banks with which the main accounts relating to the transaction are held. 4.1.Indication in the prospectus whether or not it intends to provide post-issuance transaction information regarding securities to be admitted to trading and the performance of the underlying collateral. Where the issuer has indicated that it intends to report such information, specify in the prospectus what information will be reported, where such information can be obtained, and the frequency with which such information will be reported. Minimum disclosure requirements for the debt and derivative securities registration document (schedule) (Debt and derivative securities with a denomination per unit of at least 000) 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 re-appointed 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 and 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.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. 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 the 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.Any profit forecast set out in the registration document must be accompanied by a statement confirming that the said forecast has been properly prepared on the basis stated and that the basis of accounting 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, 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. Otherwise, the following information must be included in the registration document: (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 most recent years 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)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. Otherwise, the following information must be included in the registration document: (a)a prominent statement disclosing which auditing standards have been applied; (b) an explanation of any significant departures from international standards on auditing. 11.2.Financial statements 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 unaudited. 11.4.Age of latest financial information 11.4.1.The last year of audited financial information may not be older than 18 months from the date of the registration document. 11.5.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. 11.6.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 an appropriate negative statement. A brief summary of all material contracts that are not entered into in the ordinary course of the issuers business, which could result in any group member being under an obligation or entitlement that is material to the issuers ability to meet its obligation to security holders in respect of the securities being issued. 13.THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF 13.1.Where a statement or report attributed to a person as an expert is included in the registration document, 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 registration document. 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, identify the source(s) of the information. A statement that for the life of the registration document 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 registration document; (c)the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document. An indication of where the documents on display may be inspected, by physical or electronic means. Minimum disclosure requirements for the depository receipts issued over shares (schedule) INFORMATION ABOUT THE ISSUER OF THE UNDERLYING SHARES 1.1.All persons responsible for the information given in the prospectus 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 prospectus that, having taken all reasonable care to ensure that such is the case, the information contained in the prospectus 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 prospectus that, having taken all reasonable care to ensure that such is the case, the information contained in the part of the prospectus 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 shall 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 5.1.History and development of the issuer 5.1.1.the legal and commercial name of the issuer; 5.1.2.the place of registration of the issuer and its registration number; 5.1.3.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 prospectus; 5.2.2.A description of the issuers principal investments that are currently in progress, including the distribution of these investments geographically (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 financial information. 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, disclose summary information regarding the extent to which the issuer is dependent, on patents or licences, industrial, commercial or financial contracts or new manufacturing processes. 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 prospectus, 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 prospectus. 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 prospectus must contain the information 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 prepared on a basis comparable with the historical financial information. 13.4.If the issuer has published a profit forecast in a prospectus which is still outstanding, provide a statement setting out whether or not that forecast is still correct as at the time of the prospectus, 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.