Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (Text with EEA relevance)
Date: 2003-11-04
Institutions: Council of the European Union, European Parliament
Subjects: advertising, consumer information, disclosure of information, official market, publication, securities

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DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

of 4 November 2003

on the prospectus to be published when securities are offered to the public or admitted to trading
and amending Directive 2001/34/EC

(Text with EEA relevance)

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE
EUROPEAN UNION,

Having regard to the Treaty establishing the European Com-
munity, and in particular Articles 44 and 95 thereof,

Having regard to the proposal from the Commission (1),

Having regard to the opinion of the European Economic and
Social Committee (2),

Having regard to the opinion of the European Central Bank (3),

Acting in accordance with the procedure laid down in Article
251 of the Treaty (4),

Whereas:

(1)

(2)

(3)

(4)

Council Directives 80/390/EEC of 17 March 1980 coor-
dinating the requirements for the drawing up, scrutiny
and distribution of the listing particulars to be published
for the admission of securities to official stock exchange
listing (5) and 89/298/EEC of 17 April 1989 coordi-
nating the requirements for the drawing up, scrutiny and
distribution of the prospectus to be published when
transferable securities are offered to the public (6) were
adopted several years ago introducing a partial and
complex mutual recognition mechanism which is unable
to achieve the objective of the single passport provided
for by this Directive. Those directives
should be
upgraded, updated and grouped together into a single
text.

Meanwhile, Directive 80/390/EEC was integrated into
Directive 2001/34/EC of the European Parliament and of
the Council of 28 May 2001 on the admission of securi-
ties to official stock exchange listing and on information
to be published on those securities (7), which codifies
several directives in the field of listed securities.

For reasons of consistency, however, it is appropriate to
regroup the provisions of Directive 2001/34/EC which
stem from Directive 80/390/EEC together with Directive
89/298/EEC and to amend Directive 2001/34/EC
accordingly.

This Directive constitutes an instrument essential to the
achievement of the internal market as set out in time-
table form in the Commission communications ‘Risk

(1) OJ C 240 E, 28.8.2001, p. 272 and OJ C 20 E, 28.1.2003, p. 122.
(2) OJ C 80, 3.4.2002, p. 52.
(3) OJ C 344, 6.12.2001, p. 4.
(4) Opinion of the European Parliament of 14 March 2002 (OJ C 47 E,
27.2.2003, p. 417), Council Common Position of 24 March 2003
(OJ C 125 E, 27.5.2003, p. 21) and Position of the European Parlia-
ment of 2 July 2003 (not yet published in the Official Journal).
Decision of the Council of 15 July 2003.

(5) OJ L 100, 17.4.1980, p. 1. Directive as last amended by Directive of
the European Parliament and of the Council 94/18/EC (OJ L 135,
31.5.1994, p. 1).

(6) OJ L 124, 5.5.1989, p. 8.
(7) OJ L 184, 6.7.2001, p. 1.

capital action plan’ and ‘Implementing the framework
for financial market: Action Plan’ facilitating the widest
possible access to investment capital on a Community-
wide basis, including for small and medium-sized enter-
prises (SMEs) and start-ups, by granting a single passport
to the issuer.

On 17 July 2000, the Council set up the Committee of
Wise Men on the regulation of European securities
markets. In its initial report of 9 November 2000 the
Committee stresses the lack of an agreed definition of
public offer of securities, with the result that the same
operation is regarded as a private placement in some
Member States and not in others; the current system
discourages firms from raising capital on a Community-
wide basis and therefore from having real access to a
large, liquid and integrated financial market.

In its final report of 15 February 2001 the Committee of
Wise Men proposed the introduction of new legislative
techniques based on a four-level approach, namely
framework principles, implementing measures, coopera-
the directive, should
tion and enforcement. Level 1,
‘framework’ principles,
confine itself to broad, general
while Level 2 should contain technical
implementing
measures to be adopted by the Commission with the
assistance of a committee.

The Stockholm European Council of 23 and 24 March
2001 endorsed the final report of the Committee of
Wise Men and the proposed four-level approach to make
the regulatory process for Community securities legisla-
tion more efficient and transparent.

The resolution of the European Parliament of 5 February
2002 on the implementation of financial services legisla-
tion also endorsed the Committee of Wise Men's final
report, on the basis of the solemn declaration made
before Parliament the same day by the Commission and
the letter of 2 October 2001 addressed by the Internal
Market Commissioner to the chairman of Parliament's
Committee on Economic and Monetary Affairs with
regard to the safeguards for the European Parliament's
role in this process.

(5)

(6)

(7)

(8)

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(9)

According to the Stockholm European Council, Level 2
implementing measures should be used more frequently
to ensure that technical provisions can be kept up to
date with market and supervisory developments and
deadlines should be set for all stages of Level 2.

product under the same programme, and may have
different features notably in terms of seniority, types of
underlying, or the basis on which to determine the
redemption amount or coupon payment.

(10)

The aim of this Directive and its implementing measures
is to ensure investor protection and market efficiency, in
accordance with high regulatory standards adopted in
the relevant international fora.

(11) Non-equity securities issued by a Member State or by
one of a Member State's regional or local authorities, by
public international bodies of which one or more
Member States are members, by the European Central
Bank or by the central banks of the Member States are
not covered by this Directive and thus remain unaffected
by this Directive; the abovementioned issuers of such
securities may, however, if they so choose, draw up a
prospectus in accordance with this Directive.

(12)

securities

Full coverage of equity and non-equity securities offered
to the public or admitted to trading on regulated
markets as defined by Council Directive 93/22/EEC of
10 May 1993 on investment services in the securities
field (1), and not only securities which have been
admitted to the official lists of stock exchanges, is also
needed to ensure investor protection. The wide defini-
tion of
in this Directive, which includes
warrants and covered warrants and certificates, is only
valid for this Directive and consequently in no way
affects the various definitions of financial
instruments
used in national legislation for other purposes, such as
taxation. Some of the securities defined in this Directive
entitle the holder to acquire transferable securities or to
receive a cash amount through a cash settlement deter-
mined by reference to other instruments, notably trans-
ferable securities, currencies,
interest rates or yields,
commodities or other indices or measures. Depositary
receipts and convertible notes, e.g. securities convertible
at the option of the investor, fall within the definition of
non-equity securities set out in this Directive.

(13)

Issuance of securities having a similar type and/or class
in the case of non-equity securities issued on the basis of
an offering programme, including warrants and certifi-
cates in any form, as well as the case of securities issued
in a continuous or repeated manner, should be under-
stood as covering not only identical securities but also
securities that belong in general terms to one category.
These securities may include different products, such as
debt securities, certificates and warrants, or the same

(1) OJ L 141, 11.6.1993, p. 27. Directive as last amended by Directive
2000/64/EC of the European Parliament and of the Council (OJ L
290, 17.11.2000, p. 27).

(14)

(15)

The grant
to the issuer of a single passport, valid
throughout the Community, and the application of the
country of origin principle require the identification of
the home Member State as the one best placed to regu-
late the issuer for the purposes of this Directive.

The disclosure requirements of the present Directive do
not prevent a Member State or a competent authority or
an exchange through its rule book to impose other par-
ticular requirements in the context of admission to
trading of securities on a regulated market
(notably
regarding corporate governance). Such requirements
may not directly or indirectly restrict the drawing up,
the content and the dissemination of a prospectus
approved by a competent authority.

(16) One of the objectives of this Directive is to protect
investors. It is therefore appropriate to take account of
the different requirements for protection of the various
categories of
level of expertise.
Disclosure provided by the prospectus is not required
for offers limited to qualified investors. In contrast, any
resale to the public or public trading through admission
to trading on a regulated market requires the publication
of a prospectus.

investors and their

(17)

(18)

Issuers, offerors or persons asking for the admission to
trading on a regulated market of securities which are
exempted from the obligation to publish a prospectus
will benefit from the single passport if they comply with
this Directive.

The provision of full information concerning securities
and issuers of those securities promotes, together with
rules on the conduct of business, the protection of inves-
tors. Moreover, such information provides an effective
means of increasing confidence in securities and thus of
contributing to the proper functioning and development
of securities markets. The appropriate way to make this
information available is to publish a prospectus.

(19)

Investment in securities, like any other form of invest-
ment, involves risk. Safeguards for the protection of the
interests of actual and potential investors are required in
all Member States in order to enable them to make an
informed assessment of such risks and thus to take
investment decisions in full knowledge of the facts.

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(20)

(21)

(22)

(23)

Such information, which needs to be sufficient and as
objective as possible as regards the financial circum-
stances of the issuer and the rights attaching to the secu-
rities, should be provided in an easily analysable and
comprehensible form. Harmonisation of the information
contained in the prospectus should provide equivalent
investor protection at Community level.

(27)

Information is a key factor in investor protection; a
summary conveying the essential characteristics of, and
risks associated with, the issuer, any guarantor and the
securities should be included in the prospectus. To
ensure easy access to this information, the summary
and
should be written in non-technical
normally should not exceed 2 500 words
in the
language in which the prospectus was originally drawn
up.

language

Best practices have been adopted at international level in
order to allow cross-border offers of equities to be made
using a single set of disclosure standards established by
the International Organisation of Securities Commissions
(IOSCO); the IOSCO disclosure standards (1) will upgrade
information available for the markets and investors and
at the same time will simplify the procedure for Com-
munity issuers wishing to raise capital in third countries.
The Directive also calls for tailored disclosure standards
to be adopted for other types of securities and issuers.

Fast-track procedures for issuers admitted to trading on
a regulated market and frequently raising capital on
these markets require the introduction at Community
level of a new format of prospectuses for offering
programmes or mortgage bonds and a new registration
document system. Issuers may choose not to use those
formats and therefore to draft the prospectus as a single
document.

Investors should be protected by ensuring publication of
reliable information. The issuers whose securities are
admitted to trading on a regulated market are subject to
an ongoing disclosure obligation but are not required to
publish updated information regularly. Further to this
obligation, issuers should, at least annually, list all rele-
vant information published or made available to the
public over the preceding 12 months, including informa-
tion provided to the various reporting requirements laid
down in other Community legislation. This should make
it possible to ensure the publication of consistent and
easily understandable information on a regular basis. To
avoid excessive burdens for certain issuers,
issuers of
non-equity securities with high minimum denomination
should not be required to meet this obligation.

(28)

It is necessary for the annual information to be provided
by issuers whose securities are admitted to trading on a
regulated market
to be appropriately monitored by
Member States in accordance with their obligations
under the provisions of Community and national
law
concerning the regulation of securities, issuers of securi-
ties and securities markets.

(29)

The opportunity of allowing issuers to incorporate by
reference documents containing the information to be
disclosed in a prospectus — provided that the docu-
ments incorporated by reference have been previously
filed with or accepted by the competent authority —
the procedure of drawing up a
should facilitate
prospectus and lower the costs for the issuers without
endangering investor protection.

(24)

The content of a base prospectus should, in particular,
take into account the need for flexibility in relation to
the information to be provided about the securities.

(25) Omission of sensitive information to be included in a
prospectus should be allowed through a derogation
granted by the competent authority in certain circum-
stances in order to avoid detrimental situations for an
issuer.

(26) A clear time limit should be set for the validity of a
prospectus in order to avoid outdated information.

(1) International disclosure standards for cross-border offering and
initial listings by foreign issuers, Part I, International Organisation of
Securities Commissions, September 1998.

(30) Differences regarding the efficiency, methods and timing
of the checking of the information given in a prospectus
not only make it more difficult for undertakings to raise
capital or to obtain admission to trading on a regulated
market in more than one Member State but also hinder
the acquisition by investors established in one Member
State of securities offered by an issuer established in
another Member State or admitted to trading in another
Member State. These differences should be eliminated by
harmonising the rules and regulations
to
achieve an adequate degree of equivalence of the safe-
guards required in each Member State to ensure the
provision of
information which is sufficient and as
objective as possible for actual or potential securities
holders.

in order

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(31)

(32)

circulation of

the various documents
To facilitate
making up the prospectus, the use of electronic commu-
nication facilities such as the Internet should be encour-
aged. The prospectus should always be delivered in
paper form, free of charge to investors on request.

The prospectus should be filed with the relevant compe-
tent authority and be made available to the public by the
issuer, the offeror or the person asking for admission to
trading on a regulated market, subject
to European
Union provisions relating to data protection.

competent authority for prospectus approval should not
exclude cooperation between that authority and other
entities, with a view to guaranteeing efficient scrutiny
and approval of prospectuses in the interest of issuers,
investors, markets participants and markets alike. Any
delegation of tasks relating to the obligations provided
for in this Directive and in its implementing measures
should be reviewed, in accordance with Article 31, five
years after the date of entry into force of this Directive
and should, except for publication on the Internet of
approved prospectuses, and the filing of prospectuses as
mentioned in Article 14, end eight years after the entry
into force of this Directive.

(33)

It is also necessary, in order to avoid loopholes in Com-
munity legislation which would undermine public confi-
dence and therefore prejudice the proper functioning of
financial markets, to harmonise advertisements.

(38) A common minimum set of powers for the competent
authorities will guarantee the effectiveness of their super-
vision. The flow of information to the markets required
by Directive 2001/34/EC should be ensured and action
against breaches should be taken by competent authori-
ties.

arising

(34) Any new matter liable to influence the assessment of the
the
after
investment,
prospectus but before the closing of the offer or the start
of trading on a regulated market, should be properly
the
evaluated by investors
approval and dissemination of a supplement
to the
prospectus.

the publication of

and therefore

requires

(35)

(36)

the

relevant official

The obligation for an issuer
to translate the full
languages
into all
prospectus
discourages cross-border offers or multiple trading. To
facilitate cross-border offers, where the prospectus is
drawn up in a language that is customary in the sphere
of international finance, the host or home Member State
should only be entitled to require a summary in its offi-
cial language(s).

The competent authority of
the host Member State
should be entitled to receive a certificate from the
competent authority of the home Member State which
states that the prospectus has been drawn up in accord-
In order to ensure that the
ance with this Directive.
purposes of this Directive will be fully achieved, it is also
necessary to include within its scope securities issued by
issuers governed by the laws of third countries.

and overlapping of

(37) A variety of competent authorities in Member States,
having different responsibilities, may create unnecessary
costs
responsibilities without
providing any additional benefit. In each Member State
one single competent authority should be designated to
approve prospectuses and to assume responsibility for
supervising compliance with this Directive. Under strict
conditions, a Member State should be allowed to desig-
nate more than one competent authority, but only one
will assume the duties for international cooperation.
Such an authority or authorities should be established as
an administrative authority and in such a form that their
independence from economic actors is guaranteed and
conflicts of interest are avoided. The designation of a

(39)

For the purposes of carrying out their duties, coopera-
tion between competent authorities of
the Member
States is required.

(40)

empowered to adopt

Technical guidance and implementing measures for the
rules laid down in this Directive may from time to time
be necessary to take into account developments on
financial markets. The Commission should accordingly
implementing measures,
be
provided that these do not modify the essential elements
of this Directive and provided that the Commission acts
in accordance with the principles set out in this Direc-
tive, after consulting the European Securities Committee
established by Commission Decision 2001/528/EC (1).

(41)

In exercising its implementing powers in accordance
with this Directive, the Commission should respect the
following principles:

— the need to ensure confidence in financial markets
among small investors and small and medium-sized
enterprises (SMEs) by promoting high standards of
transparency in financial markets,

— the need to provide investors with a wide range of
competing investment opportunities and a level of
disclosure and protection tailored to their circum-
stances,

— the need to ensure that

regulatory
authorities enforce the rules consistently, especially
as regards the fight against white-collar crime,

independent

— the need for a high level of transparency and consul-
tation with all market participants and with the
European Parliament and the Council,

(1) OJ L 191, 13.7.2001, p. 45.

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— the need to encourage

innovation in financial

(46)

markets if they are to be dynamic and efficient,

— the need to ensure systemic stability of the financial
system by close and reactive monitoring of financial
innovation,

— the

importance of
increasing access to, capital,

reducing the

cost of,

and

— the need to balance, on a long-term basis, the costs
and benefits to market participants (including SMEs
and small investors) of any implementing measures,

— the need to foster the international competitiveness
of the Community's financial markets without preju-
dice to a much-needed extension of
international
cooperation,

— the need to achieve a level playing field for all
market participants by establishing Community legis-
lation every time it is appropriate,

— the need to respect differences in national financial
markets where these do not unduly impinge on the
coherence of the single market,

— the need to ensure coherence with other Community
legislation in this area, as imbalances in information
and a lack of transparency may jeopardise the opera-
tion of the markets and above all harm consumers
and small investors.

(42)

The European Parliament should be given a period of
three months from the first transmission of draft imple-
menting measures to allow it to examine them and to
give its opinion. However, in urgent and duly justified
cases,
If, within that
period, a resolution is passed by the European Parlia-
the Commission should re-examine the draft
ment,
measures.

this period may be shortened.

(43) Member States should lay down a system of sanctions
for breaches of the national provisions adopted pursuant
to this Directive and should take all the measures neces-
sary to ensure that these sanctions are applied. The sanc-
tions thus provided for should be effective, proportional
and dissuasive.

(44)

(45)

Provision should be made for the right of judicial review
of decisions taken by Member States' competent authori-
ties in respect of the application of this Directive.

In accordance with the principle of proportionality, it is
necessary and appropriate for the achievement of the
basic objective of ensuring the completion of a single
securities market to lay down rules on a single passport
for issuers. This Directive does not go beyond what is
necessary in order to achieve the objectives pursued in
accordance with the third paragraph of Article 5 of the
Treaty.

The assessment made by the Commission of the applica-
tion of this Directive should focus in particular on the
process of approval of prospectuses by the competent
authorities of the Member States, and more generally on
the application of
the home-country principle, and
investor protection and
whether or not problems of
market efficiency might result from this application; the
Commission should also examine the functioning of
Article 10.

For future developments of this Directive, consideration
should be given to the matter of deciding which
approval mechanism should be adopted to enhance
further the uniform application of Community legisla-
including the possible establish-
tion on prospectuses,
ment of a European Securities Unit.

This Directive respects
rights and
observes the principles recognised in particular by the
Charter of Fundamental Rights of the European Union.

the fundamental

The measures necessary for the implementation of this
Directive should be adopted in accordance with Council
Decision 1999/468/EC of 28 June 1999 laying down
the procedures for the exercise of implementing powers
conferred on the Commission (1),

(47)

(48)

(49)

HAVE ADOPTED THIS DIRECTIVE:

CHAPTER I

GENERAL PROVISIONS

Article 1

Purpose and scope

The purpose of this Directive is to harmonise require-
1.
ments for the drawing up, approval and distribution of the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market situated or
operating within a Member State.

2.

This Directive shall not apply to:

(a) units issued by collective investment undertakings other

than the closed-end type;

(b) non-equity securities issued by a Member State or by one
of a Member State's regional or local authorities, by public
international bodies of which one or more Member States
are members, by the European Central Bank or by the
central banks of the Member States;

(c) shares in the capital of central banks of the Member States;

(1) OJ L 184, 17.7.1999, p. 23.

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(d) securities unconditionally and irrevocably guaranteed by a
Member State or by one of a Member State's regional or
local authorities;

(e) securities issued by associations with legal status or non-
profit-making bodies, recognised by a Member State, with a
view to their obtaining the means necessary to achieve
their non-profit-making objectives;

(f) non-equity securities issued in a continuous or repeated
manner by credit institutions provided that these securities:

(i) are not subordinated, convertible or exchangeable;

(ii) do not give a right to subscribe to or acquire other
types of securities and that they are not linked to a
derivative instrument;

(iii) materialise reception of repayable deposits;

(iv) are covered by a deposit guarantee scheme under
Directive 94/19/EC of the European Parliament and of
the Council on deposit-guarantee schemes (1);

(g) non-fungible shares of capital whose main purpose is to
provide the holder with a right to occupy an apartment, or
other form of immovable property or a part thereof and
where the shares cannot be sold on without this right being
given up;

(h) securities included in an offer where the total consideration
of the offer is less than EUR 2 500 000, which limit shall
be calculated over a period of 12 months;

(i) ‘bostadsobligationer’ issued repeatedly by credit institutions
in Sweden whose main purpose is to grant mortgage loans,
provided that

(i) the ‘bostadsobligationer’ issued are of the same series;

(ii) the ‘bostadsobligationer’ are issued on tap during a

specified issuing period;

(iii) the terms and conditions of the ‘bostadsobligationer’

are not changed during the issuing period;

(iv) the sums deriving from the issue of the said ‘bostads-
obligationer’, in accordance with the articles of associa-
tion of the issuer, are placed in assets which provide
sufficient coverage for the liability deriving from secu-
rities;

(j) non-equity securities issued in a continuous or repeated
manner by credit institutions where the total consideration
of the offer is less than EUR 50 000 000, which limit shall
be calculated over a period of 12 months, provided that
these securities:

(i) are not subordinated, convertible or exchangeable;

(ii) do not give a right to subscribe to or acquire other
types of securities and that they are not linked to a deri-
vative instrument.

(1) OJ L 135, 31.5.1994, p. 5.

Notwithstanding paragraph 2(b), (d), (h), (i) and (j), an
3.
issuer, an offeror or a person asking for admission to trading
on a regulated market shall be entitled to draw up a prospectus
in accordance with this Directive when securities are offered to
the public or admitted to trading.

Article 2

Definitions

For the purposes of this Directive, the following defini-

1.
tions shall apply:

(a) ‘securities’ means transferable securities as defined by
Article 1(4) of Directive 93/22/EEC with the exception of
money market instruments as defined by Article 1(5) of
Directive 93/22/EEC, having a maturity of less than 12
months. For these instruments national legislation may be
applicable;

(b) ‘equity securities’ means shares and other transferable secu-
rities equivalent to shares in companies, as well as any
other type of transferable securities giving the right to
acquire any of the aforementioned securities as a conse-
quence of their being converted or the rights conferred by
them being exercised, provided that securities of the latter
type are issued by the issuer of the underlying shares or by
an entity belonging to the group of the said issuer;

(c) ‘non-equity securities’ means all securities that are not

equity securities;

(d) ‘offer of securities to the public’ means a communication
to persons in any form and by any means, presenting suffi-
cient information on the terms of the offer and the securi-
ties to be offered, so as to enable an investor to decide to
purchase or subscribe to these securities. This definition
shall also be applicable to the placing of securities through
financial intermediaries;

(e) ‘qualified investors’ means:

(i) legal entities which are authorised or regulated to
operate in the financial markets, including: credit insti-
investment firms, other authorised or regu-
tutions,
lated financial
companies,
collective investment schemes and their management
companies, pension funds and their management
companies, commodity dealers, as well as entities not
so authorised or regulated whose corporate purpose is
solely to invest in securities;

institutions,

insurance

(ii) national and regional governments, central banks,
institutions such as
international and supranational
the International Monetary Fund, the European Central
Bank, the European Investment Bank and other similar
international organisations;

(iii) other legal entities which do not meet two of the

three criteria set out in paragraph (f);

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(iv) certain natural persons: subject to mutual recognition,
a Member State may choose to authorise natural
persons who are resident in the Member State and
who expressly ask to be considered as qualified inves-
tors if these persons meet at least two of the criteria
set out in paragraph 2;

(v) certain SMEs: subject to mutual recognition, a Member
State may choose to authorise SMEs which have their
registered office in that Member State and who
expressly ask to be considered as qualified investors;

(f) ‘small and medium-sized enterprises’ means companies,
which, according to their
last annual or consolidated
accounts, meet at least two of the following three criteria:
an average number of employees during the financial year
less than 250, a total balance sheet not exceeding
of
EUR 43 000 000 and an annual net
turnover not
exceeding EUR 50 000 000;

(g) ‘credit

institution’ means an undertaking as defined by
Article 1(1)(a) of Directive 2000/12/EC of the European
Parliament and of the Council of 20 March 2000 relating
to the taking up and pursuit of the business of credit insti-
tutions (1);

(h) ‘issuer’ means a legal entity which issues or proposes to

issue securities;

(i) ‘person making an offer’ (or ‘offeror’) means a legal entity

or individual which offers securities to the public;

(j) ‘regulated market’ means a market as defined by Article

1(13) of Directive 93/22/EEC;

(k) ‘offering programme’ means a plan which would permit
the issuance of non-equity securities, including warrants in
any form, having a similar type and/or class, in a contin-
uous or repeated manner during a specified issuing period;

(l) ‘securities issued in a continuous or repeated manner’
means issues on tap or at least two separate issues of secu-
rities of a similar type and/or class over a period of 12
months;

(m) ‘home Member State’ means:

(i) for all Community issuers of securities which are not
mentioned in (ii), the Member State where the issuer
has its registered office;

(ii) for any issues of non-equity securities whose denomi-
nation per unit amounts to at least EUR 1 000, and
for any issues of non-equity securities giving the right
to acquire any transferable securities or to receive a
their being
cash amount, as a consequence of
converted or the rights conferred by them being exer-
cised, provided that the issuer of the non-equity secu-
rities is not the issuer of the underlying securities or
an entity belonging to the group of the latter issuer,
the Member State where the issuer has its registered
office, or where the securities were or are to be
admitted to trading on a regulated market or where

the securities are offered to the public, at the choice of
the issuer, the offeror or the person asking for admis-
sion, as the case may be. The same regime shall be
applicable to non-equity securities in a currency other
than euro, provided that the value of such minimum
denomination is nearly equivalent to EUR 1 000;

(iii) for all

issuers of securities incorporated in a third
country, which are not mentioned in (ii), the Member
State where the securities are intended to be offered to
the public for the first time after the date of entry into
force of this Directive or where the first application
for admission to trading on a regulated market is
made, at the choice of the issuer, the offeror or the
person asking for admission, as the case may be,
subject to a subsequent election by issuers incorpo-
rated in a third country if the home Member State
was not determined by their choice;

(n) ‘host Member State’ means the State where an offer to the
public is made or admission to trading is sought, when
different from the home Member State;

(o) ‘collective investment undertaking other than the closed-
end type’ means unit trusts and investment companies:

(i) the object of which is the collective investment of
capital provided by the public, and which operate on
the principle of risk-spreading;

(ii) the units of which are, at the holder's request, repurch-
ased or redeemed, directly or indirectly, out of the
assets of these undertakings;

(p) ‘units of a collective investment undertaking’ mean securi-
ties issued by a collective investment undertaking as repre-
senting the rights of the participants in such an under-
taking over its assets;

(q) ‘approval’ means the positive act at the outcome of the
scrutiny of the completeness of the prospectus by the
home Member State's competent authority including the
consistency of the information given and its comprehensi-
bility;

(r) ‘base prospectus’ means a prospectus containing all rele-
vant information as specified in Articles 5, 7 and 16 in
case there is a supplement, concerning the issuer and the
securities to be offered to the public or admitted to
trading, and, at the choice of the issuer, the final terms of
the offering.

For the purposes of paragraph 1(e)(iv) the criteria are as

2.
follows:

(a) the investor has carried out transactions of a significant size
on securities markets at an average frequency of, at least,
10 per quarter over the previous four quarters;

(1) OJ L 126, 26.5.2000, p. 1. Directive as last amended by Directive

2000/28/EC (OJ L 275, 27.10.2000, p. 37).

(b) the size of

the investor's

securities portfolio exceeds

EUR 0,5 million;

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(c) the investor works or has worked for at least one year in
in a professional position which

the financial
requires knowledge of securities investment.

sector

For

3.
following shall apply:

the purposes of paragraphs 1(e)(iv) and (v)

the

that

ensure

authority shall

Each competent
appropriate
mechanisms are in place for a register of natural persons and
SMEs considered as qualified investors, taking into account the
need to ensure an adequate level of data protection. The
register shall be available to all issuers. Each natural person or
SME wishing to be considered as a qualified investor shall
register and each registered investor may decide to opt out at
any moment.

4.
In order to take account of technical developments on
financial markets and to ensure uniform application of this
Directive, the Commission shall, in accordance with the proce-
dure set out in Article 24(2), adopt implementing measures
concerning the definitions referred to in paragraph 1, including
adjustment of the figures used for the definition of SMEs,
taking into account Community legislation and recommenda-
tions as well as economic developments and disclosure
measures relating to the registration of
individual qualified
investors.

Article 3

Obligation to publish a prospectus

1. Member States shall not allow any offer of securities to be
made to the public within their territories without prior publi-
cation of a prospectus.

The obligation to publish a prospectus shall not apply to

2.
the following types of offer:

(a) an offer of securities addressed solely to qualified investors;

and/or

(b) an offer of securities addressed to fewer than 100 natural
or legal persons per Member State, other than qualified
investors; and/or

(c) an offer of securities addressed to investors who acquire
securities for a total consideration of at least EUR 50 000
per investor, for each separate offer; and/or

(d) an offer of securities whose denomination per unit amounts

to at least EUR 50 000; and/or

(e) an offer of securities with a total consideration of less than
EUR 100 000, which limit shall be calculated over a period
of 12 months.

However, any subsequent
resale of securities which were
previously the subject of one or more of the types of offer
mentioned in this paragraph shall be regarded as a separate
offer and the definition set out in Article 2(1)(d) shall apply for
the purpose of deciding whether that resale is an offer of secu-
rities to the public. The placement of securities through finan-
cial
to publication of a
prospectus if none of the conditions (a) to (e) are met for the
final placement.

shall be subject

intermediaries

3. Member States shall ensure that any admission of securi-
ties to trading on a regulated market situated or operating
within their
to the publication of a
prospectus.

territories is subject

Article 4

Exemptions from the obligation to publish a prospectus

1.
The obligation to publish a prospectus shall not apply to
offers of securities to the public of the following types of secu-
rities:

(a) shares issued in substitution for shares of the same class
already issued, if the issuing of such new shares does not
involve any increase in the issued capital;

(b) securities offered in connection with a takeover by means
of an exchange offer, provided that a document is available
containing information which is regarded by the competent
authority as being equivalent to that of the prospectus,
taking into account the requirements of Community legisla-
tion;

(c) securities offered, allotted or to be allotted in connection
with a merger, provided that a document
is available
containing information which is regarded by the competent
authority as being equivalent to that of the prospectus,
taking into account the requirements of Community legisla-
tion;

(d) shares offered, allotted or to be allotted free of charge to
existing shareholders, and dividends paid out in the form of
shares of the same class as the shares in respect of which
such dividends are paid, provided that a document is made
available containing information on the number and nature
of the shares and the reasons for and details of the offer;

(e) securities offered, allotted or to be allotted to existing or
former directors or employees by their employer which has
securities already admitted to trading on a regulated market
or by an affiliated undertaking, provided that a document is
made available containing information on the number and
nature of the securities and the reasons for and details of
the offer.

2.
The obligation to publish a prospectus shall not apply to
the admission to trading on a regulated market of the following
types of securities:

(a) shares representing, over a period of 12 months, less than
10 per cent of the number of shares of the same class
already admitted to trading on the same regulated market;

(b) shares issued in substitution for shares of the same class
already admitted to trading on the same regulated market,
if the issuing of such shares does not involve any increase
in the issued capital;

(c) securities offered in connection with a takeover by means
of an exchange offer, provided that a document is available
containing information which is regarded by the competent
authority as being equivalent to that of the prospectus,
taking into account the requirements of Community legisla-
tion;

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(d) securities offered, allotted or to be allotted in connection
with a merger, provided that a document
is available
containing information which is regarded by the competent
authority as being equivalent to that of the prospectus,
taking into account the requirements of Community legisla-
tion;

(e) shares offered, allotted or to be allotted free of charge to
existing shareholders, and dividends paid out in the form of
shares of the same class as the shares in respect of which
such dividends are paid, provided that the said shares are of
the same class as the shares already admitted to trading on
the same regulated market and that a document is made
available containing information on the number and nature
of the shares and the reasons for and details of the offer;

(f) securities offered, allotted or to be allotted to existing or
former directors or employees by their employer or an
affiliated undertaking, provided that the said securities are
of the same class as the securities already admitted to
trading on the same regulated market and that a document
is made available containing information on the number
and nature of the securities and the reasons for and detail
of the offer;

(g) shares resulting from the conversion or exchange of other
securities or from the exercise of the rights conferred by
other securities, provided that the said shares are of the
same class as the shares already admitted to trading on the
same regulated market;

(h) securities already admitted to trading on another regulated

market, on the following conditions:

(i) that these securities, or securities of the same class,
have been admitted to trading on that other regulated
market for more than 18 months;

(ii) that, for securities first admitted to trading on a regu-
lated market after the date of entry into force of this
Directive, the admission to trading on that other regu-
lated market was
associated with an approved
prospectus made available to the public in conformity
with Article 14;

(iii) that, except where (ii) applies,

for securities first
admitted to listing after 30 June 1983, listing particu-
lars were approved in accordance with the require-
ments of Directive 80/390/EEC or Directive 2001/34/
EC;

(iv) that the ongoing obligations for trading on that other

regulated market have been fulfilled;

(v) that the person seeking the admission of a security to
trading on a regulated market under this exemption
makes a summary document available to the public in
a language accepted by the competent authority of the
Member State of the regulated market where admis-
sion is sought;

(vi) that the summary document referred to in (v) is made
available to the public in the Member State of the
regulated market where admission to trading is sought
in the manner set out in Article 14(2); and

(vii) that

the contents of

the summary document shall
comply with Article 5(2). Furthermore the document
shall state where the most recent prospectus can be
obtained
information
the
published by the issuer pursuant to his ongoing disclo-
sure obligations is available.

and where

financial

3.
In order to take account of technical developments on
financial markets and to ensure uniform application of this
Directive, the Commission shall, in accordance with the proce-
dure referred to in Article 24(2), adopt implementing measures
concerning paragraphs 1(b), 1(c), 2(c) and 2(d), notably in rela-
tion to the meaning of equivalence.

CHAPTER II

DRAWING UP OF THE PROSPECTUS

Article 5

The prospectus

1. Without prejudice to Article 8(2), the prospectus shall
contain all
information which, according to the particular
nature of the issuer and of the securities offered to the public
or admitted to trading on a regulated market, is necessary to
enable investors to make an informed assessment of the assets
and liabilities,
financial position, profit and losses, and
prospects of the issuer and of any guarantor, and of the rights
attaching to such securities. This information shall be presented
in an easily analysable and comprehensible form.

2.
The prospectus shall contain information concerning the
issuer and the securities to be offered to the public or to be
admitted to trading on a regulated market. It shall also include
a summary. The summary shall, in a brief manner and in non-
technical language, convey the essential characteristics and risks
associated with the issuer, any guarantor and the securities, in
the language in which the prospectus was originally drawn up.
The summary shall also contain a warning that:

(a) it should be read as an introduction to the prospectus;

(b) any decision to invest in the securities should be based on
consideration of the prospectus as a whole by the investor;

(c) where a claim relating to the information contained in a
prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member States,
have to bear the costs of translating the prospectus before
the legal proceedings are initiated; and

(d) civil liability attaches to those persons who have tabled the
summary including any translation thereof, and applied for
its notification, but only if the summary is misleading, inac-
curate or inconsistent when read together with the other
parts of the prospectus.

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Where the prospectus relates to the admission to trading on a
regulated market of non-equity securities having a denomina-
tion of at least EUR 50 000, there shall be no requirement to
provide a summary except when requested by a Member State
as provided for in Article 19(4).

In order to take account of technical developments on
5.
financial markets and to ensure uniform application of this
Directive, the Commission shall, in accordance with the proce-
dure referred to in Article 24(2), adopt implementing measures
concerning the format of the prospectus or base prospectus
and supplements.

Subject

to paragraph 4,

3.
the issuer, offeror or person
asking for the admission to trading on a regulated market may
draw up the prospectus as a single document or separate docu-
ments. A prospectus composed of separate documents shall
divide the required information into a registration document, a
securities note and a summary note. The registration document
shall contain the information relating to the issuer. The securi-
ties note shall contain the information concerning the securities
offered to the public or to be admitted to trading on a regu-
lated market.

4.
For the following types of securities, the prospectus can,
at the choice of the issuer, offeror or person asking for the
admission to trading on a regulated market consist of a base
prospectus containing all relevant information concerning the
issuer and the securities offered to the public or to be admitted
to trading on a regulated market:

Article 6

Responsibility attaching to the prospectus

1. Member States shall ensure that responsibility for the
information given in a prospectus attaches at least to the issuer
or its administrative, management or supervisory bodies, the
offeror, the person asking for the admission to trading on a
regulated market or the guarantor, as the case may be. The
persons responsible shall be clearly identified in the prospectus
by their names and functions or, in the case of legal persons,
their names and registered offices, as well as declarations by
them that, to the best of their knowledge, the information
contained in the prospectus is in accordance with the facts and
that
its
the prospectus makes no omission likely to affect
import.

(a) non-equity securities,

including warrants

in any form,

issued under an offering programme;

2. Member States shall ensure that their laws, regulation and
administrative provisions on civil
liability apply to those
persons responsible for the information given in a prospectus.

(b) non-equity securities issued in a continuous or repeated

manner by credit institutions,

(i) where the sums deriving from the issue of the said
securities, under national legislation, are placed in assets
which provide sufficient coverage for
the liability
deriving from securities until their maturity date;

in the event of the insolvency of the related
(ii) where,
credit
the said sums are intended, as a
institution,
priority, to repay the capital and interest falling due,
without prejudice to the provisions of Directive 2001/
24/EC of the European Parliament and of the Council
of 4 April 2001 on the reorganisation and winding up
of credit institutions (1).

The information given in the base prospectus shall be
supplemented, if necessary, in accordance with Article 16,
with updated information on the issuer and on the securi-
ties to be offered to the public or to be admitted to trading
on a regulated market.

If the final terms of the offer are not included in either the
base prospectus or a supplement, the final terms shall be
provided to investors and filed with the competent
authority when each public offer is made as soon as prac-
ticable and if possible in advance of the beginning of the
offer. The provisions of Article 8(1)(a) shall be applicable in
any such case.

(1) OJ L 125, 5.5.2001, p. 15.

However, Member States shall ensure that no civil liability shall
attach to any person solely on the basis of the summary,
including any translation thereof, unless it is misleading, inac-
curate or inconsistent when read together with the other parts
of the prospectus.

Article 7

Minimum information

1.
Detailed implementing measures regarding the specific
information which must be included in a prospectus, avoiding
duplication of information when a prospectus is composed of
separate documents, shall be adopted by the Commission in
accordance with the procedure referred to in Article 24(2). The
first set of implementing measures shall be adopted by 1 July
2004.

In particular, for the elaboration of the various models of

2.
prospectuses, account shall be taken of the following:

(a) the various types of

information needed by investors
relating to equity securities as compared with non-equity
securities; a consistent approach shall be taken with regard
to information required in a prospectus for securities which
have a similar economic rationale, notably derivative securi-
ties;

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(b) the various types and characteristics of offers and admis-
sions to trading on a regulated market of non-equity securi-
ties. The information required in a prospectus shall be
appropriate from the point of view of
the investors
concerned for non-equity securities having a denomination
per unit of at least EUR 50 000;

(b) the acceptances of the purchase or subscription of securities
may be withdrawn for not less than two working days after
the final offer price and amount of securities which will be
offered to the public have been filed.

(c) the format used and the information required in prospec-
tuses relating to non-equity securities, including warrants in
any form, issued under an offering programme;

The final offer price and amount of securities shall be filed with
the home Member State and
the competent authority of
published in accordance with the arrangements provided for in
Article 14(2).

(d) the format used and the information required in prospec-
tuses relating to non-equity securities,
in so far as these
securities are not subordinated, convertible, exchangeable,
subject to subscription or acquisition rights or linked to
derivative instruments, issued in a continuous or repeated
manner by entities authorised or regulated to operate in the
financial markets within the European Economic Area;

2.
The competent authority of the home Member State may
authorise the omission from the prospectus of certain informa-
tion provided for in this Directive or in the implementing
measures referred to in Article 7(1), if it considers that:

(e) the various activities and size of the issuer,

in particular
SMEs. For such companies the information shall be adapted
to their size and, where appropriate, to their shorter track
record;

(a) disclosure of such information would be contrary to the

public interest; or

(f) if applicable, the public nature of the issuer.

3.
The implementing measures referred to in paragraph 1
shall be based on the standards in the field of financial and
information set out by international securities
non-financial
commission organisations, and in particular by IOSCO and on
the indicative Annexes to this Directive.

Article 8

Omission of information

(b) disclosure of such information would be seriously detri-
mental to the issuer, provided that the omission would not
be likely to mislead the public with regard to facts and
circumstances essential for an informed assessment of the
issuer, offeror or guarantor,
the rights
attached to the securities to which the prospectus relates;
or

if any, and of

(c) such information is of minor importance only for a specific
offer or admission to trading on a regulated market and is
not such as will influence the assessment of the financial
position and prospects of the issuer, offeror or guarantor, if
any.

3. Without prejudice to the adequate information of inves-
tors, where, exceptionally, certain information required by
to be
implementing measures
included in a prospectus is inappropriate to the issuer's sphere
of activity or to the legal form of the issuer or to the securities
to which the prospectus relates, the prospectus shall contain
information equivalent to the required information. If there is
no such information, this requirement shall not apply.

referred to in Article 7(1)

1. Member States shall ensure that where the final offer
price and amount of securities which will be offered to the
public cannot be included in the prospectus:

(a) the criteria, and/or the conditions in accordance with which
the above elements will be determined or, in the case of
price, the maximum price, are disclosed in the prospectus;
or

4.
In order to take account of technical developments on
financial markets and to ensure uniform application of this
Directive, the Commission shall, in accordance with the proce-
dure referred to in Article 24(2), adopt implementing measures
concerning paragraph 2.

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Article 9

Validity of a prospectus, base prospectus and registration
document

1.
A prospectus shall be valid for 12 months after its publi-
cation for offers to the public or admissions to trading on a
regulated market, provided that the prospectus is completed by
any supplements required pursuant to Article 16.

In the

case of an offering programme,

2.
the base
prospectus, previously filed, shall be valid for a period of up to
12 months.

3.
In the case of non-equity securities referred to in Article
5(4)(b), the prospectus shall be valid until no more of the secu-
rities concerned are issued in a continuous or repeated manner.

4.
A registration document, as referred to in Article 5(3),
previously filed, shall be valid for a period of up to 12 months
provided that it has been updated in accordance with Article
10(1). The registration document accompanied by the securities
note, updated if applicable in accordance with Article 12, and
the summary note shall be considered to constitute a valid
prospectus.

Article 10

Information

Issuers whose securities are admitted to trading on a regu-
1.
lated market shall at least annually provide a document that
contains or refers to all information that they have published
or made available to the public over the preceding 12 months
in one or more Member States and in third countries in
compliance with their obligations under Community and
national laws and rules dealing with the regulation of securities,
issuers of securities and securities markets. Issuers shall refer at
least to the information required pursuant to company law
directives, Directive 2001/34/EC and Regulation (EC) No 1606/
2002 of the European Parliament and of the Council of 19 July
2002 on the application of
international accounting stan-
dards (1).

The document shall be filed with the competent authority
2.
of the home Member State after the publication of the financial
statement. Where the document refers to information, it shall
be stated where the information can be obtained.

3.
The obligation set out in paragraph 1 shall not apply to
issuers of non-equity securities whose denomination per unit
amounts to at least EUR 50 000.

4.
In order to take account of technical developments on
financial markets and to ensure uniform application of this
Directive, the Commission may, in accordance with the proce-

(1) OJ L 243, 11.9.2002, p. 1.

dure referred to in Article 24(2), adopt implementing measures
concerning paragraph 1. These measures will relate only to the
method of publication of
requirements
mentioned in paragraph 1 and will not entail new disclosure
requirements. The first set of implementing measures shall be
adopted by 1 July 2004.

disclosure

the

Article 11

Incorporation by reference

1. Member States shall allow information to be incorporated
in the prospectus by reference to one or more previously or
simultaneously published documents that have been approved
by the competent authority of the home Member State or filed
with it in accordance with this Directive, in particular pursuant
to Article 10, or with Titles IV and V of Directive 2001/34/EC.
This information shall be the latest available to the issuer. The
summary shall not incorporate information by reference.

2. When information is incorporated by reference, a cross-
reference list must be provided in order to enable investors to
identify easily specific items of information.

3.
In order to take account of technical developments on
financial markets and to ensure uniform application of this
Directive, the Commission shall, in accordance with the proce-
dure referred to in Article 24(2), adopt implementing measures
concerning the information to be incorporated by reference.
The first set of implementing measures shall be adopted by 1
July 2004.

Article 12

Prospectuses consisting of separate documents

1.
An issuer which already has a registration document
approved by the competent authority shall be required to draw
up only the securities note and the summary note when securi-
ties are offered to the public or admitted to trading on a regu-
lated market.

2.
In this case, the securities note shall provide information
that would normally be provided in the registration document
if there has been a material change or recent development
which could affect
investors' assessments since the latest
updated registration document or any supplement as provided
for in Article 16 was approved. The securities and summary
notes shall be subject to a separate approval.

3. Where an issuer has only filed a registration document
without approval, the entire documentation, including updated
information, shall be subject to approval.

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CHAPTER III

ARRANGEMENTS FOR APPROVAL AND PUBLICATION OF
THE PROSPECTUS

In order to take account of technical developments on
7.
financial markets and to ensure uniform application of this
Directive, the Commission may, in accordance with the proce-
dure referred to in Article 24(2), adopt implementing measures
concerning the conditions in accordance with which time limits
may be adjusted.

Article 13

Approval of the prospectus

Article 14

No prospectus shall be published until

1.
it has been
approved by the competent authority of the home Member
State.

2.
the
This competent authority shall notify the issuer,
offeror or the person asking for admission to trading on a regu-
lated market, as the case may be, of its decision regarding the
approval of the prospectus within 10 working days of the
submission of the draft prospectus.

If the competent authority fails to give a decision on the
prospectus within the time limits laid down in this paragraph
and paragraph 3,
this shall not be deemed to constitute
approval of the application.

The time limit

3.
referred to in paragraph 2 shall be
extended to 20 working days if the public offer involves securi-
ties issued by an issuer which does not have any securities
admitted to trading on a regulated market and who has not
previously offered securities to the public.

4.
If the competent authority finds, on reasonable grounds,
that the documents submitted to it are incomplete or that
supplementary information is needed, the time limits referred
to in paragraphs 2 and 3 shall apply only from the date on
which such information is provided by the issuer, the offeror
or the person asking for admission to trading on a regulated
market.

In the case referred to in paragraph 2 the competent authority
should notify the issuer if the documents are incomplete within
10 working days of the submission of the application.

the approval of a prospectus

The competent authority of the home Member State may
5.
transfer
to the competent
authority of another Member State, subject to the agreement of
that authority. Furthermore, this transfer shall be notified to
the issuer, the offeror or the person asking for admission to
trading on a regulated market within three working days from
the date of the decision taken by the competent authority of
the home Member State. The time limit referred to in para-
graph 2 shall apply from that date.

Publication of the prospectus

1.
Once approved, the prospectus shall be filed with the
competent authority of the home Member State and shall be
made available to the public by the issuer, offeror or person
asking for admission to trading on a regulated market as soon
as practicable and in any case, at a reasonable time in advance
of, and at the latest at the beginning of, the offer to the public
or the admission to trading of the securities involved. In addi-
tion, in the case of an initial public offer of a class of shares
not already admitted to trading on a regulated market that is to
be admitted to trading for the first time, the prospectus shall be
available at least six working days before the end of the offer.

The prospectus shall be deemed available to the public

2.
when published either:

(a) by insertion in one or more newspapers

circulated
throughout, or widely circulated in, the Member States in
which the offer to the public is made or the admission to
trading is sought; or

(b) in a printed form to be made available, free of charge, to
the public at the offices of the market on which the securi-
ties are being admitted to trading, or at the registered office
of the issuer and at the offices of the financial intermedi-
aries placing or selling the securities,
including paying
agents; or

(c) in an electronic form on the issuer's website and, if applic-
able, on the website of the financial intermediaries placing
or selling the securities, including paying agents; or

(d) in an electronic form on the website of

the regulated

market where the admission to trading is sought; or

(e) in electronic form on the website of

the competent
authority of the home Member State if the said authority
has decided to offer this service.

6.
This Directive shall not affect the competent authority's
liability, which shall continue to be governed solely by national
law.

A home Member State may require issuers which publish their
prospectus in accordance with (a) or (b) also to publish their
prospectus in an electronic form in accordance with (c).

Member States shall ensure that their national provisions on
the liability of competent authorities apply only to approvals of
prospectuses by their competent authority or authorities.

3.
In addition, a home Member State may require publica-
tion of a notice stating how the prospectus has been made
available and where it can be obtained by the public.

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The competent authority of the home Member State shall
4.
publish on its website over a period of 12 months, at its
choice, all the prospectuses approved, or at least the list of
prospectuses
approved in accordance with Article 13,
including, if applicable, a hyperlink to the prospectus published
on the website of the issuer, or on the website of the regulated
market.

5.
In the case of a prospectus comprising several documents
and/or incorporating information by reference, the documents
and information making up the prospectus may be published
and circulated separately provided that the said documents are
made available, free of charge, to the public, in accordance with
the arrangements established in paragraph 2. Each document
shall indicate where the other constituent documents of the full
prospectus may be obtained.

In any case, all information concerning the offer to the
4.
public or the admission to trading on a regulated market
disclosed in an oral or written form, even if not for advertising
purposes,
shall be consistent with that contained in the
prospectus.

is
5. When according to this Directive no prospectus
required, material
information provided by an issuer or an
offeror and addressed to qualified investors or special categories
of investors, including information disclosed in the context of
meetings relating to offers of securities, shall be disclosed to all
qualified investors or special categories of investors to whom
the offer
is exclusively addressed. Where a prospectus is
required to be published, such information shall be included in
the prospectus or in a supplement to the prospectus in accord-
ance with Article 16(1).

The text and the format of the prospectus, and/or the
6.
supplements to the prospectus, published or made available to
the public, shall at all times be identical to the original version
approved by the competent authority of the home Member
State.

The competent authority of the home Member State shall
6.
have the power to exercise control over the compliance of
advertising activity, relating to a public offer of securities or an
admission to trading on a regulated market, with the principles
referred to in paragraphs 2 to 5.

7. Where the prospectus is made available by publication in
electronic form, a paper copy must nevertheless be delivered to
the investor, upon his request and free of charge, by the issuer,
the offeror, the person asking for admission to trading or the
financial intermediaries placing or selling the securities.

8.
In order to take account of technical developments on
financial markets and to ensure uniform application of the
Directive, the Commission shall, in accordance with the proce-
dure referred to in Article 24(2), adopt implementing measures
concerning paragraphs 1, 2, 3 and 4. The first set of imple-
menting measures shall be adopted by 1 July 2004.

7.
In order to take account of technical developments on
financial markets and to ensure uniform application of this
Directive, the Commission shall, in accordance with the proce-
dure referred to in Article 24(2), adopt implementing measures
concerning the dissemination of advertisements announcing
the intention to offer securities to the public or the admission
to trading on a regulated market,
in particular before the
prospectus has been made available to the public or before the
opening of the subscription, and concerning paragraph 4. The
first set of implementing measures shall be adopted by the
Commission by 1 July 2004.

Article 15

Advertisements

Article 16

Supplements to the prospectus

1.
Any type of advertisements relating either to an offer to
the public of securities or to an admission to trading on a regu-
lated market shall observe the principles contained in para-
graphs 2 to 5. Paragraphs 2 to 4 shall apply only to cases
where the issuer, the offeror or the person applying for admis-
sion to trading is covered by the obligation to draw up a
prospectus.

Advertisements shall state that a prospectus has been or
2.
will be published and indicate where investors are or will be
able to obtain it.

Every significant new factor, material mistake or inaccu-
1.
racy relating to the information included in the prospectus
which is capable of affecting the assessment of the securities
and which arises or is noted between the time when the
prospectus is approved and the final closing of the offer to the
public or, as the case may be, the time when trading on a regu-
lated market begins, shall be mentioned in a supplement to the
prospectus. Such a supplement shall be approved in the same
way in a maximum of seven working days and published in
accordance with at least the same arrangements as were applied
when the original prospectus was published. The summary,
and any translations thereof, shall also be supplemented,
if
necessary to take into account the new information included in
the supplement.

3.
Advertisements shall be clearly recognisable as such. The
information contained in an advertisement shall not be inaccu-
rate, or misleading. This information shall also be consistent
with the information contained in the prospectus,
if already
published, or with the information required to be in the
prospectus, if the prospectus is published afterwards.

2.
Investors who have already agreed to purchase or
subscribe for the securities before the supplement is published
shall have the right, exercisable within a time limit which shall
not be shorter than two working days after the publication of
the supplement, to withdraw their acceptances.

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CHAPTER IV

CROSS-BORDER OFFERS AND ADMISSION TO TRADING

Article 17

Community scope of approvals of prospectuses

1. Without prejudice to Article 23, where an offer to the
is
public or admission to trading on a regulated market
provided for in one or more Member States, or in a Member
State other than the home Member State,
the prospectus
approved by the home Member State and any supplements
thereto shall be valid for the public offer or the admission to
trading in any number of host Member States, provided that
the competent authority of each host Member State is notified
in accordance with Article 18. Competent authorities of host
Member States shall not undertake any approval or administra-
tive procedures relating to prospectuses.

2.
If there are significant new factors, material mistakes or
inaccuracies, as referred to in Article 16, arising since the
approval of the prospectus, the competent authority of the
home Member State shall require the publication of a supple-
ment to be approved as provided for in Article 13(1). The
competent authority of the host Member State may draw the
attention of the competent authority of the home Member
State to the need for any new information.

Article 18

Notification

the request of

The competent authority of the home Member State shall,
1.
at
the issuer or the person responsible for
drawing up the prospectus and within three working days
following that request or, if the request is submitted together
with the draft prospectus, within one working day after the
approval of the prospectus provide the competent authority of
the host Member State with a certificate of approval attesting
that the prospectus has been drawn up in accordance with this
Directive and with a copy of the said prospectus. If applicable,
this notification shall be accompanied by a translation of the
summary produced under the responsibility of the issuer or
person responsible for drawing up the prospectus. The same
procedure shall be followed for any supplement
to the
prospectus.

The application of the provisions of Article 8(2) and (3)

2.
shall be stated in the certificate, as well as its justification.

is sought
excluding the home Member State,

2. Where an offer to the public is made or admission to
in one or more
trading on a regulated market
Member States
the
prospectus shall be drawn up either in a language accepted by
the competent authorities of those Member States or in a
language customary in the sphere of international finance, at
the choice of the issuer, offeror or person asking for admission,
as the case may be. The competent authority of each host
Member State may only require that the summary be translated
into its official language(s).

For the purpose of the scrutiny by the competent authority of
the home Member State, the prospectus shall be drawn up
either in a language accepted by this authority or in a language
customary in the sphere of international finance, at the choice
of the issuer, offeror or person asking for admission to trading,
as the case may be.

including

the home Member State,

3. Where an offer to the public is made or admission to
trading on a regulated market is sought in more than one
Member State
the
prospectus shall be drawn up in a language accepted by the
competent authority of the home Member State and shall also
be made available either in a language accepted by the compe-
tent authorities of each host Member State or in a language
customary in the sphere of international finance, at the choice
of the issuer, offeror, or person asking for admission to trading,
as the case may be. The competent authority of each host
Member State may only require that the summary referred to
in Article 5(2) be translated into its official language(s).

4. Where admission to trading on a regulated market of
non-equity securities whose denomination per unit amounts to
at least EUR 50 000 is sought in one or more Member States,
the prospectus shall be drawn up either in a language accepted
by the competent authorities of the home and host Member
States or in a language customary in the sphere of international
finance, at the choice of the issuer, offeror or person asking for
admission to trading, as the case may be. Member States may
choose to require in their national legislation that a summary
be drawn up in their official language(s).

Article 20

CHAPTER V

Issuers incorporated in third countries

USE OF LANGUAGES AND ISSUERS INCORPORATED IN
THIRD COUNTRIES

Article 19

Use of languages

1.
The competent authority of the home Member State of
issuers having their registered office in a third country may
approve a prospectus for an offer to the public or for admis-
sion to trading on a regulated market, drawn up in accordance
with the legislation of a third country, provided that:

1. Where an offer to the public is made or admission to
trading on a regulated market is sought only in the home
Member State, the prospectus shall be drawn up in a language
accepted by the competent authority of the home Member
State.

(a) the prospectus has been drawn up in accordance with inter-
national standards set by international securities commis-
including the IOSCO disclosure stan-
sion organisations,
dards;

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(b) the information requirements,

including information of a
financial nature, are equivalent to the requirements under
this Directive.

In the case of an offer to the public or admission to
2.
trading on a regulated market of securities, issued by an issuer
incorporated in a third country, in a Member State other than
the home Member State, the requirements set out in Articles
17, 18 and 19 shall apply.

3.
In order to ensure uniform application of this Directive,
the Commission may adopt implementing measures in accord-
ance with the procedure referred to in Article 24(2), stating
that a third country ensures the equivalence of prospectuses
drawn up in that country with this Directive, by reason of its
national law or of practices or procedures based on interna-
tional standards set by international organisations,
including
the IOSCO disclosure standards.

CHAPTER VI

COMPETENT AUTHORITIES

Article 21

Powers

Each Member State shall designate a central competent
1.
administrative authority responsible for carrying out the obliga-
tions provided for in this Directive and for ensuring that the
provisions adopted pursuant to this Directive are applied.

However, a Member State may, if so required by national law,
designate other administrative authorities to apply Chapter III.

These competent authorities shall be completely independent
from all market participants.

If an offer of securities is made to the public or admission to
trading on a regulated market is sought in a Member State
other than the home Member State, only the central competent
administrative authority designated by each Member State shall
be entitled to approve the prospectus.

2. Member States may allow their competent authority or
authorities to delegate tasks. Except for delegation of the publi-
cation on the Internet of approved prospectuses and the filing
of prospectuses as mentioned in Article 14, any delegation of
tasks relating to the obligations provided for in this Directive
and in its implementing measures shall be reviewed, in accord-
ance with Article 31 by 31 December 2008, and shall end on
31 December 2011. Any delegation of tasks to entities other
than the authorities referred to in paragraph 1 shall be made in
a specific manner stating the tasks to be undertaken and the
conditions under which they are to be carried out.

prevent competition. In any case, the final responsibility for
supervising compliance with this Directive and with its imple-
menting measures and for approving the prospectus shall lie
with the competent authority or authorities designated in
accordance with paragraph 1.

Member States shall inform the Commission and the competent
authorities of other Member States of any arrangements entered
into with regard to delegation of tasks, including the precise
conditions regulating such delegation.

Each competent authority shall have all the powers neces-
3.
functions. A competent
its
sary for
authority that has received an application for approving a
prospectus shall be empowered at least to:

the performance of

(a) require issuers, offerors or persons asking for admission to
trading on a regulated market to include in the prospectus
supplementary information,
investor
protection;

if necessary for

(b) require issuers, offerors or persons asking for admission to
trading on a regulated market, and the persons that control
them or are controlled by them, to provide information
and documents;

(c) require auditors and managers of the issuer, offeror or
person asking for admission to trading on a regulated
market, as well as financial intermediaries commissioned to
carry out the offer to the public or ask for admission to
trading, to provide information;

(d) suspend a public offer or admission to trading for a
maximum of 10 consecutive working days on any single
occasion if it has reasonable grounds for suspecting that
the provisions of this Directive have been infringed;

(e) prohibit or suspend advertisements for a maximum of 10
consecutive working days on any single occasion if it has
reasonable grounds for believing that the provisions of this
Directive have been infringed;

(f) prohibit a public offer if it finds that the provisions of this
it has reasonable

Directive have been infringed or
grounds for suspecting that they would be infringed;

if

(g) suspend or ask the relevant regulated markets to suspend
trading on a regulated market for a maximum of 10 conse-
cutive working days on any single occasion if it has reason-
able grounds for believing that the provisions of this Direc-
tive have been infringed;

(h) prohibit trading on a regulated market if it finds that the

provisions of this Directive have been infringed;

(i) make public the fact that an issuer is failing to comply with

its obligations.

These conditions shall include a clause obliging the entity in
question to act and be organised in such a manner as to avoid
information obtained from
conflict of
carrying out the delegated tasks is not used unfairly or to

interest and so that

Where necessary under national law, the competent authority
may ask the relevant judicial authority to decide on the use of
the powers referred to in points (d) to (h) above.

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Each competent authority shall also, once the securities
4.
have been admitted to trading on a regulated market, be
empowered to:

(a) require the issuer to disclose all material information which
may have an effect on the assessment of the securities
admitted to trading on regulated markets in order to ensure
investor protection or the smooth operation of the market;

(b) suspend or ask the relevant regulated market to suspend
the securities from trading if,
in its opinion, the issuer's
situation is such that trading would be detrimental to inves-
tors' interests;

(c) ensure that issuers whose securities are traded on regulated
markets comply with the obligations provided for in Arti-
cles 102 and 103 of Directive 2001/34/EC and that equiva-
lent information is provided to investors and equivalent
treatment is granted by the issuer to all securities holders
who are in the same position, in all Member States where
the offer to the public is made or the securities are admitted
to trading;

(d) carry out on-site inspections in its territory in accordance
with national law, in order to verify compliance with the
provisions of this Directive and its implementing measures.
Where necessary under national
competent
authority or authorities may use this power by applying to
the relevant judicial authority and/or in cooperation with
other authorities.

law,

the

Paragraphs 1 to 4 shall be without prejudice to the possi-
5.
bility for a Member State to make separate legal and adminis-
trative arrangements
for
for overseas European territories
whose external relations that Member State is responsible.

Article 22

Professional secrecy and cooperation between authorities

The obligation of professional secrecy shall apply to all
1.
persons who work or have worked for the competent authority
and for entities to which competent authorities may have dele-
gated certain tasks. Information covered by professional secrecy
may not be disclosed to any other person or authority except
in accordance with provisions laid down by law.

2.
Competent authorities of Member States shall cooperate
with each other whenever necessary for the purpose of carrying
out their duties and making use of their powers. Competent
authorities shall render assistance to competent authorities of
other Member States. In particular, they shall exchange infor-
mation and cooperate when an issuer has more than one home
competent authority because of its various classes of securities,
or where the approval of a prospectus has been transferred to
the competent authority of another Member State pursuant to
Article 13(5). They shall also closely cooperate when requiring
suspension or prohibition of trading for securities traded in
various Member States in order to ensure a level playing field
between trading venues and protection of investors. Where

appropriate, the competent authority of the host Member State
may request the assistance of the competent authority of the
home Member State from the stage at which the case is scruti-
nised, in particular as regards a new type or rare forms of secu-
rities. The competent authority of the home Member State may
ask for information from the competent authority of the host
Member State on any items specific to the relevant market.

Without prejudice to Article 21, the competent authorities of
Member States may consult with operators of regulated markets
as necessary and, in particular, when deciding to suspend, or to
ask a regulated market to suspend or prohibit trading.

Paragraph 1 shall not prevent the competent authorities
3.
from exchanging confidential
Information thus
exchanged shall be covered by the obligation of professional
secrecy, to which the persons employed or formerly employed
by the competent authorities receiving the information are
subject.

information.

Article 23

Precautionary measures

1. Where the competent authority of the host Member State
finds that irregularities have been committed by the issuer or
by the financial institutions in charge of the public offer or that
breaches have been committed of the obligations attaching to
the issuer by reason of the fact that the securities are admitted
to trading on a regulated market, it shall refer these findings to
the competent authority of the home Member State.

2.
If, despite the measures taken by the competent authority
of the home Member State or because such measures prove
inadequate, the issuer or the financial institution in charge of
the public offer persists in breaching the relevant legal or regu-
latory provisions, the competent authority of the host Member
State, after informing the competent authority of the home
Member State, shall take all the appropriate measures in order
to protect investors. The Commission shall be informed of such
measures at the earliest opportunity.

CHAPTER VII

IMPLEMENTING MEASURES

Article 24

Committee procedure

The Commission shall be assisted by the European Securi-
instituted by Decision 2001/528/EC (herein-

1.
ties Committee,
after referred to as ‘the Committee’).

2. Where reference is made to this paragraph, Articles 5 and
7 of Decision 1999/468/EC shall apply, having regard to the
provisions of Article 8 thereof and provided that the imple-
menting measures adopted in accordance with this procedure
do not modify the essential provisions of this Directive.

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The period laid down in Article 5(6) of Decision 1999/468/EC
shall be set at three months.

3.

in Article 108(2)(a), the words ‘the conditions of establish-
ment, the control and circulation of listing particulars to be
published for admission’ shall be deleted;

3.

The Committee shall adopt its rules of procedure.

4. Annex I shall be deleted.

4. Without prejudice to the implementing measures already
adopted, on the expiry of a four-year period following the entry
into force of this Directive the application of its provisions
providing for the adoption of technical rules and decisions in
accordance with the procedure referred to in paragraph 2 shall
be suspended. On a proposal from the Commission, the Euro-
pean Parliament and the Council may renew the provisions
concerned in accordance with the procedure laid down in
Article 251 of the Treaty and, to that end, shall review them
prior to the expiry of the four-year period.

Article 25

Sanctions

1. Without prejudice to the right of Member States to
impose criminal sanctions and without prejudice to their civil
liability regime, Member States shall ensure, in conformity with
their national law, that the appropriate administrative measures
can be taken or administrative sanctions be imposed against
the persons responsible, where the provisions adopted in the
implementation of this Directive have not been complied with.
Member States shall ensure that these measures are effective,
proportionate and dissuasive.

2. Member States shall provide that the competent authority
may disclose to the public every measure or sanction that has
been imposed for infringement of
the provisions adopted
pursuant to this Directive, unless the disclosure would seriously
jeopardise the financial markets or cause disproportionate
damage to the parties involved.

Article 26

Right of appeal

Member States shall ensure that decisions taken pursuant to
laws, regulations and administrative provisions adopted in
accordance with this Directive are subject to the right to appeal
to the courts.

CHAPTER VIII

TRANSITIONAL AND FINAL PROVISIONS

Article 27

Amendments

With effect from the date set out in Article 29, Directive 2001/
34/EC is hereby amended as follows:

1. Articles 3, 20 to 41, 98 to 101, 104 and 108(2)(c)(ii) shall

be deleted;

2.

in Article 107(3), the first subparagraph shall be deleted;

Article 28

Repeal

With effect from the date indicated in Article 29, Directive 89/
298/EEC shall be repealed. References to the repealed Directive
shall be construed as references to this Directive.

Article 29

Transposition

Member States shall bring into force the laws, regulations and
administrative provisions necessary to comply with this Direc-
tive not later than 1 July 2005. They shall forthwith inform the
Commission thereof. When Member States
those
measures they shall contain a reference to this Directive or shall
be accompanied by such a reference on the occasion of their
official publication. The methods for making such reference
shall be laid down by Member States.

adopt

Article 30

Transitional provision

1.
Issuers which are incorporated in a third country and
whose securities have already been admitted to trading on a
regulated market shall choose their competent authority in
accordance with Article 2(1)(m)(iii) and notify their decision to
the competent authority of their chosen home Member State
by 31 December 2005.

2.
By way of derogation from Article 3, Member States
which have used the exemption in Article 5(a) of Directive 89/
298/EEC may continue to allow credit institutions or other
financial institutions equivalent to credit institutions which are
not covered by Article 1(2)(j) of this Directive to offer debt
securities or other transferable securities equivalent
to debt
securities issued in a continuous or repeated manner within
their territory for five years following the date of entry into
force of this Directive.

By way of derogation from Article 29,

3.
the Federal
Republic of Germany shall comply with Article 21(1) by 31
December 2008.

Article 31

Review

Five years after the date of entry into force of this Directive, the
Commission shall make an assessment of the application of this
Directive and present a report to the European Parliament and
the Council, accompanied where appropriate by proposals for
its review.

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Article 32

Entry into force

This Directive shall enter into force on the day of its publication in the Official Journal of the European
Union.

Article 33

Addressees

This Directive is addressed to the Member States.

Done at Brussels, 4 November 2003.

For the European Parliament

The President

P. COX

For the Council

The President

G. ALEMANNO

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ANNEX I

PROSPECTUS

I.

Summary

The summary shall provide in a few pages the most important information included in the prospectus, covering at
least the following items:

A.

identity of directors, senior management, advisers and auditors

B. offer statistics and expected timetable

C. key information concerning selected financial data; capitalisation and indebtedness; reasons for the offer and

use of proceeds; risk factors

D.

information concerning the issuer

— history and development of the issuer

— business overview

E. operating and financial review and prospects

— research and development, patents and licences, etc.

— trends

F. directors, senior management and employees

G. major shareholders and related-party transactions

H. financial information

— consolidated statement and other financial information

— significant changes

I. details of the offer and admission to trading

— offer and admission to trading

— plan for distribution

— markets

— selling shareholders

— dilution (equity securities only)

— expenses of the issue

J.

additional information

— share capital

— memorandum and articles of association

— documents on display

II.

Identity of directors, senior management, advisers and auditors

The purpose is to identify the company representatives and other individuals involved in the company's offer or
admission to trading; these are the persons responsible for drawing up the prospectus as required by Article 5 of
the Directive and those responsible for auditing the financial statements.

III. Offer statistics and expected timetable

The purpose is to provide key information regarding the conduct of any offer and the identification of important
dates relating to that offer.

A. Offer statistics

B. Method and expected timetable

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IV. Key information

The purpose is to summarise key information about the company's financial condition, capitalisation and risk
factors. If the financial statements included in the document are restated to reflect material changes in the compa-
ny's group structure or accounting policies, the selected financial data must also be restated.

A. Selected financial data

B. Capitalisation and indebtedness

C. Reasons for the offer and use of proceeds

D. Risk factors

V.

Information on the company

The purpose is to provide information about the company's business operations, the products it makes or the
services it provides, and the factors which affect the business. It is also intended to provide information regarding
the adequacy and suitability of the company's properties, plant and equipment, as well as its plans for future capa-
city increases or decreases.

A. History and development of the company

B. Business overview

C. Organisational structure

D. Property, plant and equipment

VI. Operating and financial review and prospects

The purpose is to provide the management's explanation of factors that have affected the company's financial
condition and results of operations for the historical periods covered by the financial statements, and management's
assessment of factors and trends which are expected to have a material effect on the company's financial condition
and results of operations in future periods.

A. Operating results

B. Liquidity and capital resources

C. Research and development, patents and licences, etc.

D. Trends

VII. Directors, senior management and employees

The purpose is to provide information concerning the company's directors and managers that will allow investors
to assess their experience, qualifications and levels of remuneration, as well as their relationship with the company.

A. Directors and senior management

B. Remuneration

C. Board practices

D. Employees

E. Share ownership

VIII. Major shareholders and related-party transactions

The purpose is to provide information regarding the major shareholders and others that may control or have an
influence on the company. It also provides information regarding transactions the company has entered into with
persons affiliated with the company and whether the terms of such transactions are fair to the company.

A. Major shareholders

B. Related-party transactions

C.

Interests of experts and advisers

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IX.

Financial information

The purpose is to specify which financial statements must be included in the document, as well as the periods to
be covered, the age of the financial statements and other information of a financial nature. The accounting and
auditing principles that will be accepted for use in preparation and audit of the financial statements will be deter-
mined in accordance with international accounting and auditing standards.

A. Consolidated statements and other financial information

B. Significant changes

X. Details of the offer and admission to trading details

The purpose is to provide information regarding the offer and the admission to trading of securities, the plan for
distribution of the securities and related matters.

A. Offer and admission to trading

B. Plan for distribution

C. Markets

D. Holders of securities who are selling

E. Dilution (for equity securities only)

F. Expenses of the issue

XI. Additional information

The purpose is to provide information, most of which is of a statutory nature, that is not covered elsewhere in the
prospectus.

A. Share capital

B. Memorandum and articles of association

C. Material contracts

D. Exchange controls

E. Taxation

F. Dividends and paying agents

G. Statement by experts

H. Documents on display

I. Subsidiary information

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ANNEX II

REGISTRATION DOCUMENT

I.

Identity of directors, senior management, advisers and auditors

The purpose is to identify the company representatives and other individuals involved in the company's offer or
admission to trading; these are the persons responsible for drawing up the prospectus and those responsible for
auditing the financial statements.

II.

Key information about the issuer

The purpose is to summarise key information about the company's financial condition, capitalisation and risk
factors. If the financial statements included in the document are restated to reflect material changes in the compa-
ny's group structure or accounting policies, the selected financial data must also be restated.

A. Selected financial data

B. Capitalisation and indebtedness

C. Risk factors

III.

Information on the company

The purpose is to provide information about the company's business operations, the products it makes or the
services it provides and the factors which affect the business. It is also intended to provide information regarding
the adequacy and suitability of the company's properties, plants and equipment, as well as its plans for future capa-
city increases or decreases.

A. History and development of the company

B. Business overview

C. Organisational structure

D. Property, plants and equipment

IV. Operating and financial review and prospects

The purpose is to provide the management's explanation of factors that have affected the company's financial
condition and results of operations for the historical periods covered by the financial statements, and management's
assessment of factors and trends which are expected to have a material effect on the company's financial condition
and results of operations in future periods.

A. Operating results

B. Liquidity and capital resources

C. Research and development, patents and licences, etc.

D. Trends

V. Directors, senior management and employees

The purpose is to provide information concerning the company's directors and managers that will allow investors
to assess their experience, qualifications and levels of remuneration, as well as their relationship with the company.

A. Directors and senior management

B. Remuneration

C. Board practices

D. Employees

E. Share ownership

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VI. Major shareholders and related-party transactions

The purpose is to provide information regarding the major shareholders and others that may control or have an
influence on the company. It also provides information regarding transactions the company has entered into with
persons affiliated with the company and whether the terms of such transactions are fair to the company.

A. Major shareholders

B. Related-party transactions

C.

Interests of experts and advisers

VII. Financial information

The purpose is to specify which financial statements must be included in the document, as well as the periods to
be covered, the age of the financial statements and other information of a financial nature. The accounting and
auditing principles that will be accepted for use in preparation and audit of the financial statements will be deter-
mined in accordance with international accounting and auditing standards.

A. Consolidated statements and other financial information

B. Significant changes

VIII. Additional information

The purpose is to provide information, most of which is of a statutory nature, that is not covered elsewhere in the
prospectus.

A. Share capital

B. Memorandum and articles of association

C. Material contracts

D. Statement by experts

E. Documents on display

F. Subsidiary information

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ANNEX III

SECURITIES NOTE

I.

Identity of directors, senior management, advisers and auditors

The purpose is to identify the company representatives and other individuals involved in the company's offer or
admission to trading; these are the persons responsible for drawing up the prospectus and those responsible for
auditing the financial statements.

II. Offer statistics and expected timetable

The purpose is to provide key information regarding the conduct of any offer and the identification of important
dates relating to that offer.

A. Offer statistics

B. Method and expected timetable

III. Key information about the issuer

The purpose is to summarise key information about the company's financial condition, capitalisation and risk
factors. If the financial statements included in the document are restated to reflect material changes in the company's
group structure or accounting policies, the selected financial data must also be restated.

A. Capitalisation and indebtedness

B. Reasons for the offer and use of proceeds

C. Risk factors

IV. Interests of experts

The purpose is to provide information regarding transactions the company has entered into with experts or advisers
employed on a contingent basis.

V. Details of the offer and admission to trading

The purpose is to provide information regarding the offer and the admission to trading of securities, the plan for
distribution of the securities and related matters.

A. Offer and admission to trading

B. Plan for distribution

C. Markets

D. Selling securities holders

E. Dilution (for equity securities only)

F. Expenses of the issue

VI. Additional information

The purpose is to provide information, most of which is of a statutory nature, that is not covered elsewhere in the
prospectus.

A. Exchange controls

B. Taxation

C. Dividends and paying agents

D. Statement by experts

E. Documents on display

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ANNEX IV

SUMMARY NOTE

The summary note shall provide in a few pages the most important information included in the prospectus, covering at
least the following items:

— identity of directors, senior management, advisers and auditors

— offer statistics and expected timetable

— key information concerning selected financial data; capitalisation and indebtedness; reasons for the offer and use of

proceeds; risk factors

— information concerning the issuer

— history and development of the issuer
— business overview

— operating and financial review and prospects

— research and development, patents and licences, etc.
— trends

— directors, senior management and employees

— major shareholders and related-party transactions

— financial information

— consolidated statement and other financial information
— significant changes

— details on the offer and admission to trading

— offer and admission to trading
— plan for distribution
— markets
— selling shareholders
— dilution (for equity securities only)
— expenses of the issue

— additional information

— share capital
— memorandum and articles of incorporation
— documents available for inspection