an impediment to the adequate exercise of supervision of compliance with the rules applicable to the
regulated market;

b. the act might or would lead to an influence on the market operator concerned that is contrary to the
interests which this Act seeks to protect; and

c. the act might jeopardise the healthy and prudent management of the regulated market.

3. A notification of the issuance of a declaration of no objection as referred to in Subsection (1) shall
be published in the Government Gazette, unless the publication would or might lead to a dispropor-
tionate advantage or disadvantage for interested parties.

4. Our Minister may attach limitations and conditions to the declaration of no objection, based on the
considerations referred to in Subsection (2).

5. If any party owns, acquires or increases a qualifying holding as referred to in Subsection (1) without
having obtained a declaration of no objection in respect of that act, or without observing the limitations
attached to the declaration of no objection, that party shall reverse that act within a period to be speci-
fied by Our Minister, or shall still observe the limitations within a period to be specified by Our Minis-
ter. This obligation shall lapse at the moment when and insofar as a declaration of no objection is
subsequently issued in respect of the act concerned, or the non-observed limitations are revoked.

6. If any party exercises control relating to a qualifying holding in a market operator without having
obtained a declaration of no objection in respect of owning the qualifying holding or exercising that
control, or without observing the limitations attached to the declaration of no objection, a decision
adopted owing in part to the control exercised shall be capable of annulment. The decision may be
declared null and void on the demand of Our Minister or of the market operator over which the control
was exercised. In that event, the decision shall be declared null and void by the court within whose
jurisdiction the market operator is based if, but for the exercise of the control concerned, the decision
would have been different or would not have been adopted, unless a declaration of no objection is
issued or the non-observed limitations are revoked before the date of the judgment. Where neces-
sary, the court shall provide for the consequences of the annulment.

7. Where conditions or limitations have been attached to a declaration of no objection as referred to in
Subsection (1), the holder of the declaration of no objection shall observe those conditions or limita-
tions.

Section 5:32e

A market operator shall provide investment firms having their registered office in another Member
State that have been licensed by the supervisory authority of that Member State to provide investment
services as referred to under (b) of the definition of providing an investment service in Section 1:1 or
to perform investment activities as referred to under (a) of the definition of performing an investment
activity in Section 1:1, and that satisfy the other conditions for membership or participation, with the
opportunity to take part in trading on a regulated market that has been licensed in accordance with
Section 5:26(1):

a. from a branch office in the Netherlands; or

b. otherwise than from a branch office in the Netherlands, if the trading procedures and systems of
the regulated market do not require a physical presence to conduct transactions on that market.

Section 5:32f

1. A market operator that intends to take appropriate measures in another Member State that will
better enable its members or participants based in that Member State to access and trade on that
market, shall inform the Authority for the Financial Markets of such intention.

2. Within one month of receiving the notification referred to in Subsection (1), the Authority for the
Financial Markets shall inform the Member State concerned of the intention.

Section 5:32g

1. A market operator may not suspend trading in a financial instrument on the regulated market or
exclude a financial instrument from trading where that instrument no longer complies with the rules of
the regulated market, if such a measure might seriously harm the interests of investors or the orderly
operation of the regulated market.

2. A market operator that suspends trading in a financial instrument or excludes a financial instrument
from trading shall disclose this decision and notify the Authority for the Financial Markets. The Au-
thority for the Financial Markets shall notify the supervisory authorities of the other Member States.

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Section 5:32a

1. A market operator shall adopt clear and transparent rules:

a. on the admission of financial instruments to trading on the regulated market;

b. in order to verify that issuers which issued financial instruments admitted to trading on the regulat-
ed market fulfil their obligations regarding the initial, ongoing or incidental provision of information;

c. which make it easier for the members of or participants in the regulated market to access infor-
mation in the public domain; and

d. in order to regularly check whether the financial instruments admitted to trading on the regulated
market satisfy the conditions of admission.

2. The market operator shall ensure the effective enforcement of the rules referred to in Subsection
(1).

3. The market operator may admit to trading on the regulated market securities that have already
been admitted to trading on another regulated market without the issuer's consent, if the provisions of
Chapter 5.1 are complied with in respect of those securities. The market operator shall notify the is-
suer of the admission.

4. An issuer shall not be obliged to supply the information referred to in Subsection (1)(b) to a market
operator that admitted its securities to trading without its consent.

Section 5:32b

1. A market operator shall adopt transparent and non-discriminatory rules, based on objective criteria,
with regard to access to trading on or membership of the regulated market, and shall ensure the ef-
fective enforcement of those rules.

2. The rules referred to in Subsection (1) shall contain obligations for the members of or participants
in the regulated market ensuing from:

a. the establishment and management of the regulated market;

b. the rules regarding transactions on the regulated market;

c. the professional standards applicable to the staff members of the investment firms operating on the
regulated market;

d. the conditions laid down by the regulated market for members or participants other than investment
firms;

e. the rules and procedures for the clearing and settlement of transactions conducted on the regulated
market.

3. The rules referred to in Subsection (1) shall provide for the possibility of direct participation or long-
distance participation by investment firms.

4. Rules may be laid down by or pursuant to a Decree as regards the rules referred to in Subsection
(1).

5. The market operator shall not include any obligations in the rules referred to in Subsection (1) that
are contrary to the interests which this Act seeks to protect.

Section 5:32c

Only the following parties may be admitted as members of or participants in a regulated market that
has been licensed in accordance with Section 5:26(1):

a. investment firms;

b. credit institutions;

c. persons who: 1°. are expert and proper;

2°. possess adequate competences and powers in respect of trading;

3°. where applicable, have taken adequate organisational measures;

4°. have sufficient resources for the activities which they perform as a member or participant, taking
account of the various financial regulations which the market operator may have adopted to guaran-
tee the adequate settlement of transactions.

Section 5:32d

1. No party may, except after obtaining a declaration of no objection, own, acquire or increase a quali-
fying holding or exercise any control relating to a qualifying holding in a market operator licensed in
accordance with Section 5:26(1).

2. On application, Our Minister shall issue a declaration of no objection in respect of an act as referred
to in Subsection (1), unless:

a. the act might or would have the effect that the market operator concerned becomes affiliated to
persons in a formal or actual control structure that is so lacking in transparency that it would constitute

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Section 5:32h

1. The Authority for the Financial Markets may oblige a market operator, by issuing an instruction, to
suspend, interrupt or cancel trading in a particular financial instrument within a reasonable term to be
specified by the Authority for the Financial Markets, if this is required with a view to protecting the
interests of the investors in the financial instrument or the orderly trade in the financial instrument.

2. Having issued an instruction as referred to in Subsection (1), the Authority for the Financial Markets
may request the Court of Rotterdam to exclude the financial instrument concerned from trading on the
tegulated market, if this is required with a view to protecting the interests of the investors in the finan-
cial instrument or the orderly trade in the financial instrument.

Section 5:32i

1. The Authority for the Financial Markets shall disclose its decision to suspend, interrupt or cancel
trading in the financial instrument, or the judgment of the Court of Rotterdam to exclude the financial
instrument from trading, immediately after its announcement and shall notify the supervisory authori-
ties of the other Member States.

2. Where the Authority for the Financial Markets is notified by the supervisory authorities of another
Member State of a decision to suspend, interrupt or cancel trading in a financial instrument or of the
exclusion of a financial instrument from trading on a regulated market in that Member State, and the
financial instrument is admitted to trading on a regulated market that has been licensed in accordance
with Section 5:26(1), the Authority for the Financial Markets shall issue an instruction to the market
operator concerned to suspend, interrupt or cancel trading in the financial instrument concerned, or
shall request the Court of Rotterdam to exclude the financial instrument concerned from trading on
the regulated market, unless this might seriously harm the interests of the investors in the financial
instrument or the orderly operation of the trade in the financial instrument. Where the financial instru-
ment is traded by an investment firm that conducts the business of an investment firm operating as a
systematic internaliser or that operates a multilateral trading facility, the preceding sentence shall
apply mutatis mutandis with regard to that investment firm.

Section 5:32j

1. A market operator shall disclose the bid and offer prices issued via the regulated market and the
size of the market at these prices in respect of shares admitted to trading.

2. The market operator shall ensure that the information referred to in Subsection (1) is continuously
available to the public on reasonable commercial terms and conditions and during the normal trading
hours of that regulated market.

3. A market operator which provides investment firms that have to disclose their share prices pursuant
to Section 4:91g with access to the facilities which it uses to disclose the information referred to in
Subsection (1), shall do so on reasonable commercial terms and conditions and on a non-
discriminatory basis.

4. On application, the Authority for the Financial Markets may grant a dispensation from Subsection
(1) if the market operator complies with Articles 18 to 20 of the Regulation implementing the Markets
in Financial Instruments Directive.

5. Provisions may be laid down by Decree to the effect that Subsections (1) to (4) will apply mutatis
mutandis with regard to financial instruments other than shares.

6. Subsection (1) shall not apply to units in a collective investment scheme that are repurchased or
repaid either directly or indirectly out of the assets at the unit holder's request.

Section 5:32k

1. A market operator shall disclose the price, scope and time of the transactions conducted via the
regulated market in shares admitted to trading.

2. The market operator shall disclose the information referred to in Subsection (1) on reasonable
commercial terms and conditions and within a timeframe as close as possible to real time.

3. On application, the Authority for the Financial Markets may permit the market operator to delay the
disclosure referred to in Subsection (1) on the basis of the type or scope of the transaction, if:

a. it has agreed to the proposed provisions for the delayed disclosure; and

b. the market operator supplies clear information on those provisions to the market participants and
the investor public.

4. A market operator which provides investment firms that have to disclose the price, scope and time
of the transactions conducted pursuant to Section 4:91n with access to the facilities which it uses to
disclose the information referred to in Subsection (1), shall do so on reasonable commercial terms
and conditions and on a non-discriminatory basis.

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Annex F-5


5. Provisions may be laid down by Decree to the effect that Subsections (1) to (4) will apply mutatis
mutandis with regard to financial instruments other than shares.

6. Subsection (1) shall not apply to units in a collective investment scheme that are repurchased or
repaid either directly or indirectly out of the assets at the unit holder's request.

Section §:321

41. A market operator:

a. shall supply the Authority for the Financial Markets with information on its ownership structure and
that of the regulated market it operates or manages, in particular on the identity of and size of the
interests held by parties that are in a position to exert a significant influence on the management of
the regulated market;

b. shall report to the Authority for the Financial Markets each transfer of ownership that causes a
change in the circle of persons exerting a significant influence on the operation of the regulated mar-
ket; and

c. shall disclose the information referred to under (b).

2. The market operator shall periodically provide the Authority for the Financial Markets with a list of
the members of and participants in the regulated market.

3. The market operator shall submit an intended change as referred to in Subsection (1)(b) to the
Authority for the Financial Markets for approval.

4. The Authority for the Financial Markets shall consent to an intended change as referred to in Sub-
section (1)(b), unless this change could be an objective and demonstrable threat to the healthy and
prudent management of the regulated market.

Section 5:32m

A market operator shall not prohibit the use of systems for settling transactions in financial instru-
ments conducted on the regulated markets concerned, unless:

a. the links and interfaces between the system chosen by the members or participants concerned and
other systems or facilities, and the efficient and economic settlement of the transactions concerned,
cannot be guaranteed; or

b. the Authority for the Financial Markets is of the opinion that the technical conditions for settling the
transactions conducted on that market via the designated system preclude a proper and orderly oper-
ation of the financial markets.

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Chapter 5.2. Rules on access to the Dutch financial markets for market operators and on oper-
ating or managing a regulated market

Section 5.2.1. Access to the Dutch financial markets for market operators

Section 5:26

1. No party may operate or manage a regulated market in the Netherlands without a licence granted
for that purpose by Our Minister.

2. Subsection (1) shall not apply to operating or managing a regulated market having its registered
office in another Member State that has been licensed by the supervisory authority of that other
Member State, insofar as the market operator has taken appropriate measures in the Netherlands in
order to better enable the long-distance members or participants based in the Netherlands to gain
access to and trade on this market.

3. On application, Our Minister may grant a full or partial dispensation from Subsection (1) if the appli-
cant demonstrates that the objectives which this chapter seeks to achieve are achieved in other ways.

Section 5:27

1. On application, Our Minister shall grant a licence as referred to in Section 5:26(1) if the applicant
demonstrates that the market operator has its registered office in the Netherlands and that it will com-
ply with the provisions arising from:

a. Section 5:29 with regard to the properness of the persons referred to in that section;

b. Sections 5:30 and 5:32(1) with regard to the rules of the regulated market;

c. Section 5:30, opening words and under (f) with regard to the financial resources to promote the
orderly operation of the regulated market;

d. Section 5:32a(1)(a) with regard to the rules on the admission of financial instruments to trading on
the regulated market; and

e. Section 5:32b with regard to the rules on access to the regulated market.

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. The market operator shall ensure that the rules referred to in Subsection (1), their application and
the monitoring of compliance with those rules will meet the standards necessary with a view to the
interests which this Act seeks to protect.

4. The market operator shall notify the Authority for the Financial Markets of every intended change to
the rules referred to in Subsection (1) or to the monitoring of compliance with those rules, and of eve-
Ty intended change with regard to subjects on which data must be provided pursuant to the sections
referred to in Subsection (1).

5. Provisions may be laid down by or pursuant to a Decree as regards the data to be provided on the
occasion of the changes referred to in Subsection (4), the manner in which the notification is made
and, where applicable, the conditions on which the changes may be implemented.

6. Our Minister shall publish a notification of an order to grant a licence as referred to in Subsection
(1) and the revocation of such an order in the Government Gazette.

Part 5.2.2. Operating or managing a regulated market

Section 5:28
For the purposes of the provisions arising from this section, the term «market operator» shall be un-
derstood to mean: a market operator licensed in accordance with Section 5:26(1).

Section 5:29

1. The day-to-day policy of a market operator shall be determined by persons expert in conducting the
business of the regulated market.

2. The policy of the market operator shall be determined or co-determined by persons whose proper-
ness is beyond doubt. If a body within the market operator is responsible for supervising the policy
and the general affairs of the regulated market, the propemess of the persons exercising this supervi-
sion shall be beyond doubt.

3. The expertise or properness of a person as referred to in Subsections (1) and (2) respectively shall
be beyond doubt once this has been established for the purposes of this Act by a supervisor, as long
as a change in the relevant facts or circumstances has not given reasonable cause for a reassess-
ment.

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4. The market operator shall inform the Authority for the Financial Markets of the names and address-
es of the persons referred to in Subsections (1) or (2), and of any changes with regard to these details
insofar as they relate to the persons referred to in Subsections (1) or (2).

5. The market operator shall submit an intended change in the persons referred to in Subsection (2)
to the Authority for the Financial Markets for approval.

6. The Authority for the Financial Markets shall consent to an intended change with regard to the per-
sons referred to in Subsection (2), unless this change could be a specific threat to the healthy and
prudent management or operation of the regulated market.

Section 5:30

A market operator shall ensure that the regulated market:

a. has rules and procedures for identifying and controlling potential negative consequences for the
operation or proper functioning of the regulated market or for its participants of conflicts between the
interests of the regulated market, the owners or the market operator;

b. is adequately equipped to control the risks to which it is exposed, in any case by having rules and
regulations for identifying all significant risks to the operation and for taking effective measures to limit
those risks;

c. has rules and procedures for a healthy management of the technical operation of the system and
effective precautionary measures to eliminate risks relating to system breakdowns;

d. has transparent, non-discretionary rules and procedures that guarantee fair and orderly trading, as
well as objective criteria for the efficient execution of orders;

e. has effective rules and procedures for settling transactions carried out through its system efficiently
and in time; and

f. has sufficient financial resources to promote the orderly operation of the market, in view of the na-
ture and size of the transactions carried out on the market and the scope and level of the risks to
which it is exposed.

Section 5:31

1. If a market operator licensed in accordance with Section 5:26(1) delegates activities to a third party,
the market operator shall ensure that such third party complies with the rules applicable under this
part with regard to those activities.

2. By or pursuant to a Decree:

a. rules may be laid down, for the purpose of supervision of compliance with the provisions arising
from this part, with regard to the delegation of activities by market operators;

b. rules may be laid down with regard to the control of risks entailed by the delegation of activities by
market operators; and

c. rules shall be laid down with regard to the contracts to be concluded between market operators and
third parties relating to the delegation of activities.

3. A market operator shall not be affiliated to persons in a formal or actual control structure which is
so lacking in transparency that it constitutes or may constitute an impediment to the adequate exer-
cise of supervision of compliance with this Act by the market operator.

4. A market operator shall not be affiliated to persons in a formal or actual control structure if the law
of a non-Member State, applicable to those persons, constitutes or may constitute an impediment to
the adequate exercise of supervision of compliance with this Act by the market operator.

Section 5:32

1. A market operator shall adopt effective rules and procedures in order to regularly check ongoing
compliance with these rules by the members of or participants in the regulated market, and shall ap-
ply these rules.

2. The market operator shall monitor the transactions conducted by its members or participants via
the regulated market, so as to be able to identify violations of the rules and procedures referred to in
the preceding subsection, as well as trading conditions disrupting the orderly operation of the market
or actions indicative of market abuse.

3. The market operator shall report serious violations as referred to in Subsection (2) to the Authority
for the Financial Markets.

4. The market operator shall, without delay, supply the applicable information to the Authority for the
Financial Markets, the Public Prosecution Service or investigating officers competent under the Eco-
nomic Offences Act, and shall fully cooperate with the Authority for the Financial Markets, the Public
Prosecution Service or these investigating officers in their investigation or prosecution of actions in-
dicative of market abuse that have occurred in or via its systems.

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