Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (Text with EEA relevance)
Date: 2004-04-29
Institutions: European Commission
Subjects: approximation of laws, dissemination of information, publication, securities, stock-exchange listing

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I 

(Acts whose publication is obligatory) 

COMMISSION REGULATION (EC) No 809/2004 

of 29 April 2004

implementing Directive 2003/71/EC of the European Parliament and of the Council as regards 
information contained in prospectuses as well as the format, incorporation by reference and 
publication of such prospectuses and dissemination of advertisements  

(Text with EEA relevance) 

THE COMMISSION OF THE EUROPEAN COMMUNITIES, 

Having regard to the Treaty establishing the European Community, 

Having regard to Directive 2003/71/EC of the European Parliament and 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/EC1,  and  in  particular  Article  5(5),  Article  7,  Article  10(4),  Article  11(3), 
Article 14(8) and Article 15(7) thereof, 

After consulting the Committee of European Securities Regulators (CESR)2 for technical advice, 

Whereas: 

(1)

(2)

Directive 2003/71/EC lays down principles to be observed when drawing up prospectuses. These 
principles  need  to  be  supplemented  as  far  as the information to be given therein, the format and 
aspects  of  publication,  the  information  to  be  incorporated  by  reference  in  a  prospectus  and 
dissemination of advertisements are concerned. 

Depending  on  the  type  of  issuer  and  securities  involved,  a  typology  of  minimum  information 
requirements  should  be  established  corresponding  to  those  schedules  that  are  in  practice  most 
frequently  applied.  The  schedules  should  be  based  on  the  information  items  required  in  the 
IOSCO  Disclosure  Standards  for  cross-border  offering  and  initial  listings  (Part  I)  and  on  the 
existing schedules of Directive 2001/34/EC of the European Parliament and of the Council of 28 
May  on  the  admission  of  securities  to  official  stock  exchange  listing  and  on  information  to  be 
published on those securities.  

(3)

Information  given  by  the  issuer,  the  offeror  or  the  person  asking  for  admission  to  trading  on  a 
regulated  market,  according  to  this  Regulation,  should  be  subject  to  European  Union  provisions 
relating to data protection. 

1 OJ L , 6.7.2001, p. 1 Directive as last amended by Directive 2003/71/EC (OJ l 345, 31.12.2003, P. 64). 
2 CESR was established by Commission Decision 2001/527/EC of 6 June 2001, OJ L 191, 13 July 2001, p. 43 

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(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

(12)

(13)

Care should be taken that, in those cases where a prospectus is composed of separate documents, 
duplication  of  information  is  avoided;  to  this  end  separate  detailed  schedules for the registration 
document  and  for  the  securities  note,  adapted  to  the  particular  type  of  issuer  and  the  securities 
concerned, should be laid down in order to cover each type of security.  

The  issuer,  the  offeror  or  the  person  asking  for  admission  to  trading  on  a  regulated  market  are 
entitled  to  include  in  a  prospectus  or  base  prospectus  additional  information  going  beyond  the 
information items provided for in the schedules and building blocks. Any additional information 
provided should be appropriate to the type of securities or the nature of the issuer involved. 

In most cases, given the variety of issuers, the types of securities, the involvement or not of a third 
party  as  a  guarantor,  whether  or  not  there  is  a  listing  etc,  one  single  schedule  will  not  give  the 
appropriate  information  for  an  investor  to  make  his  investment  decision.  Therefore  the 
combination  of  various  schedules  should  be  possible.  A  non  exhaustive  table  of  combinations, 
providing for different possible combinations of schedules and "building blocks" for most of the 
different  type  of  securities,  should  be  set  up  in  order  to  assist  issuers  when  drafting  their 
prospectus. 

The  share  registration  document  schedule  should  be  applicable  to  shares  and  other  transferable 
securities equivalent to shares but also to other securities giving access to the capital of the issuer 
by way of conversion  or exchange. In the latter case this schedule should not be used where the 
underlying  shares  to  be  delivered  have  already  been  issued  before  the  issuance  of  the  securities 
giving  access  to  the  capital  of  the  issuer;  however  this  schedule  should  be  used  where  the 
underlying shares to be delivered have already been issued but are not yet admitted to trading on a 
regulated market. 

Voluntary disclosure of profit forecasts in a share registration document should be presented in a 
consistent  and  comparable  manner  and  accompanied  by  a  statement  prepared  by  independent 
accountants  or  auditors.  This  information  should  not  be  confused  with  the  disclosure  of  known 
trends or other factual data with material impact on the issuers' prospects. Moreover, they should 
provide  an  explanation  of  any  changes  in  disclosure  policy  relating  to  profit  forecasts  when 
supplementing a prospectus or drafting a new prospectus. 

Pro forma financial information is needed in case of significant gross change, i. e. a variation of 
more  than  25%  relative  to  one  or  more  indicators  of  the  size  of  the  issuer's  business,  in  the 
situation of an issuer due to a particular transaction, with the exception of those situations where 
merger accounting is required. 

The  schedule  for  the  share  securities  note  should  be  applicable  to  any  class  of  share  since  it 
considers  information  regarding  a  description  of  the  rights  attached  to  the  securities  and  the 
procedure for the exercise of any rights attached to the securities. 

Some  debt  securities  such  as  structured  bonds  incorporate  certain  elements  of  a  derivative 
security,  therefore  additional  disclosure  requirements  related  to  the  derivative  component  in  the 
interest payment should be included in the securities note schedule for debt securities. 

The  additional  'building  block'  related  to  guarantee  should  apply  to  any  obligation  in  relation  to 
any kind of security. 

The asset backed securities registration document should not apply to mortgage bonds as provided 
for  in  Article  5(4)(b) of Directive  2003/71/EC  and  other  covered  bonds. The  same  should  apply 

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for  the  asset  backed  securities  additional  'building  block'  that  has  to  be  combined  with  the 
securities note for debt securities. 

(14) Wholesale investors should be able to make their investment decision on other elements than those 
taken  into  consideration  by  retail  investors.  Therefore  a  differentiated  content  of  prospectus  is 
necessary  for  debt  and  derivative  securities  aimed  at  those  investors  who  purchase  debt  or 
derivative  securities  with  a  denomination  per  unit  of  at  least  EUR  50.000  or  a  denomination  in 
another  currency  provided  that  the  value  of  such  minimum  denomination  when  converted  to 
EURO amounts to at least EUR 50.000.  

(15)

(16)

(17)

(18)

In the context of depository receipts, emphasis should be put on the issuer of the underlying shares 
and not on the issuer of the depository receipt. Where there is legal recourse to the depository over 
and  above  a  breach  of  its  fiduciary  or  agency  duties,  the  risk  factors  section  in  the  prospectus 
should contain  full  information  on this  fact  and on the  circumstances of such recourse. Where a 
prospectus  is  drafted  as  a  tripartite  document  (i.e.  registration  document,  securities  note  and 
summary), the registration document should be limited to the information on the depository. 

The  banks  registration  document  schedule  should  be  applicable  to  banks  from  third  countries 
which  do  not  fall  under  the  definition  of  credit  institution  provided  for  in  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 institutions3 but have their registered office in a 
state which is a member of the OECD. 

If a  special  purpose vehicle  issues debt  and  derivative securities guaranteed by a bank, it should 
not use the banks registration document schedule. 

The schedule ‘securities note for derivative securities’ should be applicable to securities which are 
not covered by the other schedules and building blocks. The scope of this schedule is determined 
by reference to the other two generic categories of shares and debt securities. In order to provide a 
clear  and  comprehensive  explanation  to  help  investors  understand  how  the  value  of  their 
investment  is  affected  by  the  value  of  the  underlying,  issuers  should  be  able  to  use  appropriate 
examples  on  a  voluntary  basis.  For  instance,  for  some  complex  derivatives  securities,  examples 
might be the most effective way to explain the nature of those securities. 

(19)

The  additional  information  'building  block'  on  the  underlying  share  for  certain  equity  securities 
should  be  added  to  the  securities  note  for  debt  securities  or  substitute  the  item  referring  to 
"information  required  in  respect  of  the  underlying"  of the  schedule  securities  note  for derivative 
securities, depending on the characteristics of the securities being issued. 

(20) Member  States  and  their  regional  or  local  authorities  are  outside  the  scope  of  Directive 
2003/71/EC.  However,  they  may  choose  to  produce  a  prospectus  in  accordance  with  this 
Directive. Third country sovereign issuers and their regional or local authorities are not outside the 
scope  of  Directive  2003/71/EC  and  are  obliged  to  produce  a  prospectus  if  they  wish  to  make  a 
public offer of securities in the Community or wish their securities to be admitted to trading on a 
regulated market. For those cases, particular schedules should be used for the securities issued by 
States, their regional and local authorities and by public international bodies.  

(21) A base prospectus and its final terms should contain the same information as a prospectus. All the 
general  principles  applicable  to a  prospectus are  applicable  also to the final terms. Nevertheless, 

3 OJ L 126, 26. 5. 2000, p.1; Directive as last amended by the Act of Accession 2003. 

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(22)

(23)

where the final terms are not included in the base prospectus they do not have to be approved by 
the competent authority. 

For  some  categories  of  issuers  the  competent  authority  should  be  entitled  to  require  adapted 
information  going  beyond  the  information  items  included  in  the  schedules  and  building  blocks 
because  of  the  particular  nature  of  the  activities  carried  out  by  those  issuers.  A  precise  and 
restrictive list of issuers for which adapted information may be required is necessary. The adapted 
information  requirements  for  each  category  of  issuers  included  in  this  list  should  be  appropriate 
and  proportionate  to  the  type  of  business  involved.  The  Committee  of  European  Securities 
Regulators  could  actively  try to reach convergence on these information requirements within the 
Community. Inclusion of new categories in the list should be restricted to those cases where this 
can be duly justified. 

In  the  case  of  completely  new  types  of  securities  which  cannot  be  covered  by  the  existing 
schedules  or  any  of  their  combinations,  the  issuer  should  still  have  the  possibility  to  apply  for 
approval  for  a  prospectus.  In  those  cases  he  should  be  able  to  discuss  the  content  of  the 
information  to  be  provided  with  the  competent  authority.  The  prospectus  approved  by  the 
competent authority under those circumstances should benefit from the single passport established 
in Directive 2003/71/EC. The competent authority should always try to find similarities and make 
use as much as possible of existing schedules. Any additional information requirements should be 
proportionate and appropriate to the type of securities involved.  

(24) Certain information items required in the schedules and building blocks or equivalent information 
items are not relevant to a particular security and thus may be inapplicable in some specific cases; 
in those cases the issuer should have the possibility to omit this information. 

(25)

The enhanced flexibility in the articulation of the base prospectus with its final terms compared to 
a single issue prospectus should not hamper the easy access to material information for investors. 

(26) With respect to base prospectuses, it should be set out in an easily identifiable manner which kind 
of  information  will  have  to  be  included  as  final  terms.  This  requirement  should  be  able  to  be 
satisfied in a number of different ways, for example, if the base prospectus contains blanks for any 
information to be inserted in the final terms or if the base prospectus contains a list of the missing 
information. 

(27) Where a single document includes more than one base prospectus and each base prospectus would 
require  approval  by  a  different  home  competent  authority,  the  respective  competent  authorities 
should  act  in  cooperation  and,  where  appropriate,  transfer  the  approval  of  the  prospectus  in 
accordance  with  Article  13(5)  of  Directive  2003/71/EC,  so  that  the  approval  by  only  one 
competent authority is sufficient for the entire document. 

(28) Historical  financial  information  as  required  in  the  schedules  should  principally  be  presented  in 
accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 
19  July  2002  on  the  application  of  international  accounting  standards4  or  Member  States’ 
accounting  standards.  Specific  requirements  should,  however,  be  laid  down  for  third  country 
issuers. 

(29)

For the purposes of publication of the document referred to in Article 10 of Directive 2003/71/EC, 
issuers  should  be  allowed  to  choose  the  method  of  publication  they  consider  adequate  among 
those referred to in Article 14 of that Directive. In selecting the method of publication they should 

4 OJ L 243, 11.9.2002, p.1.

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consider the objective of the document and that it should permit investors a fast and cost-efficient 
access to that information. 

(30)

The aim of incorporation by reference, as provided for in Article 11 of Directive 2003/71/EC, is to 
simplify and reduce the costs of drafting a prospectus; however this aim should not be achieved to 
the  detriment of other  interests  the  prospectus  is  meant  to  protect.  For  instance,  the  fact that the 
natural location of the information required is the prospectus, and that the information should be 
presented  in  an  easily  and  comprehensible  form,  should  also  be  considered.  Particular  attention 
should  be  granted  to  the  language  used  for  information  incorporated  by  reference  and  its 
consistency  with  the  prospectus  itself.  Information  incorporated  by  reference  may  refer  to 
historical data, however if this information is no more relevant due to material change, this should 
be clearly stated in the prospectus and the updated information should also be provided. 

(31) Where  a  prospectus  is  published  in  electronic  form,  additional  safety  measures  compared  to 
traditional means of publication, using best practices available, are necessary in order to maintain 
the integrity of the information, to avoid manipulation or modification from unauthorised persons, 
to  avoid  altering  its  comprehensibility  and  to  escape  from  possible  adverse  consequences  from 
different approaches on offer of securities to the public in third countries.  

(32)

The newspaper chosen for the publication of a prospectus should have a wide area of distribution 
and a high circulation.  

(33) A home Member State should be able to require publication of a notice stating how the prospectus 
has been made available and where it can be obtained by the public. Where a home Member State 
requires publication of notices in its legislation, the content of such a notice should be kept to the 
necessary items information to avoid duplication with the summary. These home Member States 
may also require that an additional notice in relation to the final terms of a base prospectus is to be 
published. 

(34)

In order to facilitate centralizing useful information for investors a mention should be included in 
the  list  of  approved  prospectuses  posted  in  the  web-site  of  the  competent  authority  of  the  home 
Member State, indicating how a prospectus has been published and where it can be obtained. 

(35) Member  States  should  ensure  effective  compliance  of  advertising  rules  concerning  public  offers 
and  admission  to  trading  on  a  regulated  market.  Proper  co-ordination  between  competent 
authorities should be achieved in cross-border offerings or cross-border admission to trading. 

(36)

In  view  of  the  interval  between  the  entry  into  force  of  Regulation  (EC)  No  1606/2002  and  the 
production  of certain  of its  effects, a number of transitional arrangements for historical financial 
information  to  be  included  in  a prospectus should be provided for, in order to prevent excessive 
burden on issuers and enable them to adapt the way they prepare and present historical financial 
information within a reasonable period of time after the entry into force of Directive 2003/71/EC.  

(37)

The  obligation to restate in a prospectus historical financial information according to Regulation 
(EC) N° 1606/2002 does not cover securities with a denomination per unit of at least EUR 50.000; 
consequently such transitional arrangements are not necessary for such securities. 

(38)

For  reasons  of  coherence  it  is  appropriate  that  this  Regulation  applies  from  the  date  of 
transposition of Directive 2003/71/EC. 

(39) Whereas  the  measures  provided  for in  this  Regulation  are  in  accordance  with  the  opinion  of the 

European Securities Committee, 

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HAS ADOPTED THIS REGULATION: 

CHAPTER I 
 Subject matter and definitions 

Article 1 
Subject matter  

This Regulation lays down: 

(1) 

the format of prospectus referred to in Article 5 of Directive 2003/71/EC; 

(2) 

the  minimum  information  requirements  to  be  included  in  a  prospectus  provided  for  in 
Article 7 of Directive 2003/71/EC; 

(3) 

the method of publication referred to in Article 10 of Directive 2003/71/EC; 

(4) 

(5) 

(6) 

the  modalities  according  to  which  information  can  be  incorporated  by  reference  in  a 
prospectus provided for in Article 11 of Directive 2003/71/EC; 

the  publication  methods  of  a  prospectus  in  order  to  ensure  that  a  prospectus  is  publicly 
available according to Article 14 of Directive 2003/71/EC; 

the  methods  of  dissemination  of  advertisements  referred  to  in  Article  15  of  Directive 
2003/71/EC. 

Article 2 
 Definitions 

For the purposes of this Regulation, the following definitions shall apply in addition to those laid down in 
Directive 2003/71/EC: 

(1)

(2)

(3)

(4)

"Schedule" means a list of minimum information requirements adapted to the particular nature of 
the different types of issuers and/or the different securities involved; 

"Building block"  means a  list  of additional  information  requirements, not included in one of the 
schedules,  to  be  added  to  one  or  more  schedules,  as  the  case  may  be,  depending  on  the  type  of 
instrument and/or transaction for which a prospectus or base prospectus is drawn up; 

"Risk  factors"  means  a  list  of  risks  which  are  specific  to  the  situation  of  the  issuer  and/or  the 
securities and which are material for taking investment decisions; 

"Special purpose vehicle" means an issuer whose objects and purposes are primarily the issue of 
securities; 

(5)

"Asset backed securities" means securities which: 

(a) 

represent  an  interest  in  assets,  including  any  rights  intended  to  assure  servicing,  or  the 
receipt or timeliness of receipts by holders of assets of amounts payable there under; or 

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(b) 

are  secured  by  assets  and  the  terms  of  which  provide  for  payments  which  relate  to 
payments  or  reasonable  projections  of  payments  calculated  by  reference  to  identified  or 
identifiable assets; 

(6)

(7)

(8)

"Umbrella collective investment undertaking" means a collective investment undertaking invested 
in  one  or  more  collective  investment  undertakings,  the  asset  of  which  is  composed  of  separate 
class(es) or designation(s) of securities; 

"Property  collective  investment  undertaking"  means  a  collective  investment  undertaking  whose 
investment objective is the participation in the holding of property in the long term; 

"Public  international  body"  means  a  legal  entity  of  public  nature  established  by  an  international 
treaty between sovereign States and of which one or more Member States are members; 

(9)

"Advertisement" means announcements: 

(a) 

relating  to  an  specific  offer  to  the  public  of  securities  or  to  an  admission to  trading on a 
regulated market; and 

(b) 

aiming to specifically promote the potential subscription or acquisition of securities. 

(10)

(11)

(12)

"Profit forecast” means a form of words which expressly states or by implication indicates a figure 
or a minimum or maximum figure for the likely level of profits or losses for the current financial 
period  and/or  financial  periods  subsequent  to  that  period,  or  contains  data  from  which  a 
calculation of such a figure for future profits or losses may be made, even if no particular figure is 
mentioned and the word "profit" is not used. 

"Profit  estimate”  means  a  profit  forecast  for a  financial  period  which  has expired and  for which 
results have not yet been published.  

“Regulated  information”  means  all  information  which  the  issuer, or any person who has applied 
for  the  admission  of  securities  to  trading  on  a  regulated  market  without  the  issuer’s  consent,  is 
required to disclose under Directive 2001/34/EC or under Article 6 of Directive 2003/6/EC. 

CHAPTER II Minimum information 

Article 3 
Minimum information to be included in a prospectus 

A prospectus shall be drawn up by using one or a combination of the following schedules and building 
blocks set out in Articles 4 to 20, according to the combinations for various types of securities provided 
for in Article 21. 

A prospectus shall contain the information items required in Annexes I to XVII depending on the type of 
issuer and securities involved, provided for in the schedules and building blocks set out in Articles 4 to 
20.  A  competent  authority  shall  not  request  that  a  prospectus  contains  information  items  which  are  not 
included in Annexes I to XVII. 

In order to ensure conformity with the obligation referred to in Article 5(1) of Directive 2003/71/EC, the 
competent authority of the home Member State, when approving a prospectus in accordance with Article 
13  of  that  Directive,  may  require  that  the  information  provided  by  the  issuer,  the  offeror  or  the  person 

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asking for admission to trading on a regulated market be completed, for each of the information items, on 
a case by case basis. 

1. 

2. 

Article 4 
Share registration document schedule

For the share registration document information shall be given in accordance with the schedule 
set out in Annex I. 

The schedule set out in paragraph 1 shall apply to the following: 

(1) 

shares and other transferable securities equivalent to shares; 

(2)  other securities which comply with the following conditions:  

(a) 

they  can  be  converted  or  exchanged  into  shares  or  other  transferable  securities 
equivalent to shares, at the issuer’s or at the investor’s discretion, or on the basis of 
the conditions established a the moment of the issue, or give, in any other way, the 
possibility to acquire shares or other transferable securities equivalent to shares, and 

(b)  provided that these shares or other transferable securities equivalent to shares are or 
will  be  issued  by  the  issuer  of  the  security  and  are  not  yet  traded  on  a  regulated 
market or an equivalent market outside the Community at the time of the approval of 
the  prospectus  covering  the  securities,  and  that  the  underlying  shares  or  other 
transferable securities equivalent to shares can be delivered with physical settlement. 

Article 5 
Pro-forma financial information building block 

For pro-forma financial information, information shall be given in accordance with the building block set 
out in Annex II. 

Pro forma financial information should be preceded by an introductory explanatory paragraph that states 
in clear terms the purpose of including this information in the prospectus. 

Article 6 
Share securities note schedule 

1. 

2. 

For the share securities note information is necessary to be given in accordance with the schedule 
set out in Annex III. 

The schedule shall apply to shares and other transferable securities equivalent to shares. 

Article 7 
Debt and derivative securities registration document schedule for securities with a denomination per unit 
of less than EUR 50 000 

For the debt and derivative securities registration document concerning securities which are not covered 
in  Article  4  with  a  denomination  per  unit  of  less  than  EUR  50  000  or,  where  there  is  no  individual 

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denomination,  securities  that  can  only  be  acquired  on  issue  for  less  than  EUR  50  000  per  security, 
information shall be given in accordance with the schedule set out in Annex IV. 

Article 8 
Securities note schedule for debt securities with a denomination per unit  
of less than EUR 50 000 

1. 

2. 

For the securities note for debt securities with a denomination per unit of less than EUR 50 000 
information shall be given in accordance with the schedule set out in Annex V. 

The  schedule  shall  apply  to  debt  where the  issuer has an  obligation  arising  on issue to  pay the 
investor 100% of the nominal value in addition to which there may be also an interest payment. 

Article 9 
Guarantees building block 

For guarantees information shall be given in accordance with the building block set out in Annex VI. 

Article 10 
Asset backed securities registration document schedule 

For  the  asset  backed  securities  registration  document  information  shall  be  given in  accordance with the 
schedule set out in Annex VII. 

Article 11 
Asset backed securities building block 

For the additional information building block to the securities note for asset backed securities information 
shall be given in accordance with the building block set out in Annex VIII. 

Article 12 
Debt and derivative securities registration document schedule for securities with a denomination per unit 
of at least EUR 50 000 

For the debt and derivative securities registration document concerning securities which are not covered 
in  Article  4  with  a  denomination  per  unit  of  at  least  EUR  50  000  or,  where  there  is  no  individual 
denomination,  securities  that  can  only  be  acquired  on  issue  for  at  least  EUR  50  000  per  security, 
information shall be given in accordance with the schedule set out in Annex IX. 

Article 13 
Depository receipts schedule 

For depository receipts issued over shares information shall be given in accordance with the schedule set 
out in Annex X. 

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1. 

2. 

1. 

2. 

1. 

2. 

1. 

Article 14 
Banks registration document schedule 

For the banks registration document for debt and derivative securities and those securities which 
are not covered by article 4 information shall be given in accordance with the schedule set out in 
annex XI. 

The  schedule  set  out  in  paragraph  1  shall  apply  to  credit  institutions  as  defined  in  point  (a)  of 
Article 1(1) of Directive 2000/12/EC as well as to third country credit institutions which do not 
fall  under  that  definition  but  have  their  registered  office  in  a  state  which  is  a  member  of  the 
OECD. 

These entities may also use alternatively the registration document schedules provided for under 
in Articles 7 and 12. 

Article 15 
Securities note schedule for derivative securities 

For the securities note for derivative securities information shall be given in accordance with the 
schedule set out in annex XII. 

The  schedule  shall  apply  to  securities  which  are  not  in  the  scope  of  application  of  the  other 
securities note schedules referred to in Articles 6, 8 and 16, including certain securities where the 
payment and/or delivery obligations are linked to an underlying. 

Article 16 
Securities note schedule for debt securities with a denomination 
 per unit of at least EUR 50000 

For the securities note for debt securities with a denomination per unit of at least EUR 50 000 
information shall be given in accordance with the schedule set out in Annex XIII.  

The schedule shall apply to  debt where the issuer has an obligation arising on issue to  pay the 
investor 100% of the nominal value in addition to which there may be also an interest payment. 

Article 17 
Additional information building block on the underlying share 

For  the  additional  information  on  the  underlying  share,  the  description  of  the  underlying  share 
shall be given in accordance with the building block set out in Annex XIV. 

In  addition,  if  the  issuer  of  the  underlying  share  is  an  entity  belonging  to  the  same  group,  the 
information  required  by  the  schedule  referred  to  in  Article  4  shall  be  given  in  respect  of  that 
issuer. 

2. 

The additional information referred to in the first subparagraph of paragraph 1 shall only apply to 
those securities which comply with both of the following conditions:  

(1) 

they  can  be  converted  or  exchanged  into  shares  or  other  transferable  securities
the 
equivalent to shares, at the issuer’s or at the investor’s discretion, or on the basis  of 

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conditions established a the moment of the issue or give, in any other way, the possibility 
to acquire shares or other transferable securities equivalent to shares; and 

(2)  provided that these shares or other transferable securities equivalent to shares are or will be 
issued by the issuer of the security or by an entity belonging to the group of that issuer and 
are not yet traded on a regulated market or an equivalent market outside the Community at 
the time of the approval of the prospectus covering the securities, and that the underlying 
shares  or  other  transferable  securities equivalent to  shares can be delivered with physical 
settlement. 

Article 18 
Registration document schedule for collective investment undertakings of the closed-end type 

In addition to the information required pursuant to items 1, 2, 3, 4, 5.1, 7, 9.1, 9.2.1, 9.2.3, 10.4, 
13, 14, 15, 16, 17.2, 18, 19, 20, 21, 22, 23, 24, 25 of Annex I, for the registration document for 
securities issued by collective investment undertakings of the closed-end type information shall 
be given in accordance with the schedule set out in Annex XV. 

The schedule shall apply to collective investment undertakings of the closed-end type holding a 
portfolio of assets on behalf of investors that: 

(1) 

are  recognised  by  national  law  in  the  Member  State  in  which  it  is  incorporated  as  a 
collective investment undertaking of the closed end type; or 

(2)  do  not  take  or  seek  to  take  legal  or  management  control  of  any  of  the  issuers  of  its 
underlying  investments.  In  such  a  case,  legal  control  and/or  participation  in  the 
administrative, management or supervisory bodies of the underlying issuer(s) may be taken 
where  such  action  is  incidental  to  the  primary  investment  objective,  necessary  for  the 
protection  of  shareholders  and  only  in  circumstances  where  the  collective  investment 
undertaking  will  not  exercise  significant  management  control  over  the  operations  of  that 
underlying issuer(s). 

Article 19 
Registration document schedule for Member States, third countries and their regional and local 
authorities 

For  the  registration  document  for  securities  issued  by  Member  States,  third  countries and their 
regional and local authorities information shall be given in accordance with the schedule set out 
in annex XVI.  

The schedule shall apply to all types of securities issued by Member States, third countries and 
their regional and local authorities. 

1. 

2. 

1. 

2. 

Article 20 
Registration document schedule for public international bodies and for issuers of debt securities 
guaranteed by a member state of the OECD  

1. 

For  the  registration  document  for  securities  issued  by  public  international  bodies  and  for 
securities  unconditionally  and  irrevocably  guaranteed,  on  the  basis  of  national  legislation,  by a 

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state which is member of the OECD information shall be given in accordance with the schedule 
set out in Annex XVII. 

2. 

The schedule shall apply to: 

–  - all types of securities issued by public international bodies; 

–  -  to  debt  securities  unconditionally  and  irrevocably  guaranteed,  on  the  basis  of  national 

legislation, by a state which is member of the OECD. 

Article 21 
Combination of schedules and building blocks 

1. 

2. 

The use of the combinations provided for in the table set out in Annex XVIII shall be mandatory 
when  drawing  up  prospectuses  for  the  types  of  securities  to  which  those  combinations 
correspond according to this table. 

However, for securities not covered by those combinations further combinations may be used. 

The most comprehensive and stringent registration document schedule, i.e. the most demanding 
schedule  in  term  of number  of information  items  and the extent of the information included in 
them,  may  always  be  used  to  issue  securities  for  which  a  less  comprehensive  and  stringent 
registration document schedule is provided for, according to the following ranking of schedules: 

(1) 

share registration document schedule; 

(2)  debt  and  derivative  securities  registration  document  schedule  for  securities  with  a 

denomination per unit of less than EUR 50 000 ; 

(3)  debt  and  derivative  securities  registration  document  schedule  for  securities  with  a 

denomination per unit at least EUR 50 000 . 

Article 22 
 Minimum information to be included in a base prospectus and its related final terms 

1. 

A base prospectus shall  be drawn up by using one or a  combination  of schedules and building 
blocks  provided  for  in  Articles  4  to  20  according  to  the  combinations  for  various  types  of 
securities set out in Annex XVIII. 

A base prospectus shall contain the information items required in Annexes I to XVII depending 
on the type of issuer and securities involved, provided for in the schedules and building blocks 
set  out  in  Articles  4  to  20.  A  competent  authority  shall  not  request  that  a  base  prospectus 
contains information items which are not included in Annexes I to XVII. 

In  order  to  ensure  conformity  with  the  obligation  referred  to  in  Article  5(1)  of  Directive 
2003/71/EC,  the  competent  authority  of  the  home  Member  State,  when  approving  a  base 
prospectus  in  accordance  with  Article  13  of  that  Directive,  may  require  that  the  information 
provided by the issuer, the offeror or the person asking for admission to trading on a regulated 
market be completed, for each of the information items, on a case by case basis. 

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2. 

3. 

4. 

5. 

The issuer, the offeror or the person asking for admission to trading on a regulated market may 
omit  information  items  which  are  not  known when  the  base  prospectus  is  approved  and  which 
can only be determined at the time of the individual issue. 

The use of the combinations provided for in the table in Annex XVIII shall be mandatory when 
drawing up base prospectuses for the types of securities to which those combinations correspond 
according to this table.  

However, for securities not covered by those combinations further combinations may be used. 

The final terms attached to a base prospectus shall only contain the information items from the 
various securities note schedules according to which the base prospectus is drawn up. 

In  addition  to  the  information  items  set out  in  the  schedules and building blocks referred to  in 
Articles 4 to 20 the following information shall be included in a base prospectus: 

(1) 

indication on the information that will be included in the final terms; 

(2) 

the method of publication of the final terms; if the issuer is not in a position to determine, 
at the time of the approval of the prospectus, the method of publication of the final terms, 
an indication of how the public will be informed about which method will be used for the 
publication of the final terms; 

(3) 

in  the  case  of  issues  of  non  equity  securities  according  to  point  (a)  of  Article  5(4)  of 
Directive 2003/71/EC, a general description of the programme. 

6. 

Only the following categories of securities may be contained in a base prospectus and its related 
final terms covering issues of various types of securities:  

(1) 

asset backed securities;  

(2)  warrants falling under Article 17 ; 

(3)  non-equity securities provided for under point (b) of Article 5(4) of Directive 2003/71/EC; 

(4) 

all other non-equity securities including warrants with the exception of those mentioned in 
point (2). 

In  drawing  up  a  base  prospectus  the  issuer,  the  offeror  or  the  person  asking  for  admission  to 
trading  on  a  regulated  market  shall  clearly  segregate  the  specific  information  on  each  of  the 
different securities included in these categories.  

7. 

Where an event envisaged under Article 16(1) of Directive 2003/71/EC occurs between the time 
that  the  base  prospectus  has  been  approved  and  the  final  closing  of  the  offer  of  each  issue  of 
securities under the base prospectus or, as the case may be, the time that trading on a regulated 
market  of  those  securities  begins,  the  issuer,  the  offeror  or  the  person  asking  for  admission  to 
trading on a regulated market shall publish a supplement prior to the final closing of the offer or 
the admission of those securities to trading. 

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1. 

2. 

3. 

Article 23  
 Adaptations to the minimum information given in prospectuses and base prospectuses 

Notwithstanding Articles 3 second paragraph and 22(1) second subparagraph, where the issuer’s 
activities fall under one of the categories included in Annex XIX, the competent authority of the 
home Member State, taking into consideration the specific nature of the activities involved, may 
ask for adapted information, in addition to the information items included in the schedules and 
building  blocks  set  out  in  Articles  4  to  20  ,  including,  where  appropriate,  a  valuation  or  other 
expert’s report on the  assets of the issuer, in order to comply with the obligation referred to in 
Article  5(1)  of  Directive  2003/71/EC.  The  competent  authority  shall  forthwith  inform  the 
Commission thereof. 

In order to obtain the inclusion of a new category in Annex XIX a Member State shall notify its 
request  to  the  Commission.  The  Commission  shall  update  this  list  following  the  Committee 
procedure provided for in Article 24 of Directive 2003/71/EC. 

By  way  of  derogation  of  Articles  3  to  22,  where  an  issuer,  an  offeror  or  a  person  asking  for 
admission  to  trading  on  a  regulated  market  applies  for  approval  of  a  prospectus  or  a  base 
prospectus for a security which is not the same but comparable to the various types of securities 
mentioned  in  the  table  of  combinations  set  out  in  Annex  XVIII,  the  issuer,  the  offeror  or  the 
person asking for admission to trading on a regulated market shall add the relevant information 
items from another securities note schedule provided for in Articles 4 to 20 to the main securities 
note schedule chosen. This addition shall be done in accordance with the main characteristics of 
the securities being offered to the public or admitted to trading on a regulated market. 

By  way  of  derogation  of  Articles  3  to  22,  where  an  issuer,  an  offeror  or  a  person  asking  for 
admission  to  trading  on  a  regulated  market  applies  for  approval  of  a  prospectus  or  a  base 
prospectus for a new type of security, the issuer, the offeror or the person asking for admission to 
trading on a regulated market shall notify a draft prospectus or base prospectus to the competent 
authority of the home Member State. 

The  competent  authority  shall  decide,  in  consultation  with  the  issuer,  the  offeror or the  person 
asking for admission to trading on a regulated market, what information shall be included in the 
prospectus or base prospectus in order to comply with the obligation referred to in Article 5(1) of 
Directive 2003/71/EC. The competent authority shall forthwith inform the Commission thereof. 

The  derogation  referred  to  in  the  first  subparagraph  shall  only  apply  in  case  of  a  new  type  of 
security  which has features completely different from the various types of securities mentioned 
in  Annex  XVIII,  if  the  characteristics  of  this  new  security  are  such  that  a  combination  of  the 
different  information  items  referred  to  in  the  schedules  and  building  blocks  provided  for  in 
Articles 4 to 20 is not pertinent. 

4. 

By  way  of  derogation  of  Articles  3  to  22,  in  the  cases  where  one  of  the  information  items 
required  in  one  of  the  schedules  or  building  blocks  referred  to  in  4  to  20  or  equivalent 
information is not pertinent to the issuer, to the offer or to the securities to which the prospectus 
relates, that information may be omitted. 

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Article 24 
 Content of the summary of prospectus and base prospectus 

The issuer, the offeror or the person asking for admission to trading on a regulated market shall determine 
on its own the detailed content of the summary to the prospectus or base prospectus referred to in Article 
5(2) of Directive 2003/71/EC. 

Chapter III 
Format of the prospectus, base prospectus and supplements 

Article 25 
 Format of the prospectus  

1. 

Where an issuer, an offeror or a person asking for the admission to trading on a regulated market 
chooses, according to Article 5(3) of Directive 2003/71/EC to draw up a prospectus as a single 
document, the prospectus shall be composed of the following parts in the following order: 

(1) 

a clear and detailed table of contents, 

(2) 

the summary provided for in Article 5 (2) of Directive 2003/71//EC, 

(3) 

the risk factors linked to the issuer and the type of security covered by the issue, 

(4) 

the  other  information  items  included  in  the  schedules  and  building  blocks  according  to 
which the prospectus is drawn up.  

Where an issuer, an offeror or a person asking for the admission to trading on a regulated market 
chooses,  according  to  in  Article  5(3)  of  Directive  2003/71/EC,  to  draw  up  a  prospectus 
composed of separate documents, the securities note and the registration document shall be each 
composed of the following parts in the following order: 

(1) 

a clear and detailed table of content, 

(2) 

(3) 

as the case may be, the risk factors linked to the issuer and the type of security covered by 
the issue, 

the  other  information  items  included  in  the  schedules  and  building  blocks  according  to 
which the prospectus is drawn up.  

In  the  cases  mentioned  in  paragraphs  1  and  2,  the  issuer,  the  offeror  or  the  person  asking  for 
admission to trading on a regulated market shall be free in defining the order in the presentation 
of  the  required  information  items  included  in  the  schedules  and  building  blocks  according  to 
which the prospectus is drawn up.  

Where the order of the items does not coincide with the order of the information provided for in 
the schedules and building blocks according to which the prospectus is drawn up, the competent 
authority of the home Member State may ask the issuer, the offeror or the person asking for the 
admission  to  trading  on  a  regulated  market  to  provide  a  cross  reference  list  for  the  purpose  of 
checking  the  prospectus  before  its  approval.  Such  list  shall  identify  the  pages where each  item 
can be found in the prospectus. 

2. 

3. 

4. 

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5. 

Where  the  summary  of  a  prospectus  must  be  supplemented  according  to  Article  16(1)  of 
Directive 2003/71/EC, the issuer, the offeror or the person asking for admission to trading on a 
regulated market shall decide on a case-by-case basis whether to integrate the new information in 
the original summary by producing a new summary, or to produce a supplement to the summary. 

If the new information is integrated in the original summary, the issuer, the offeror or the person 
asking  for  admission  to  trading  on  a  regulated  market  shall  ensure  that  investors  can  easily 
identify the changes, in particular by way of footnotes. 

Article 26 
 Format of the base prospectus and its related final terms  

1. 

Where an issuer, an offeror or a person asking for the admission to trading on a regulated market 
chooses,  according  to  Article  5  (4)  of  Directive  2003/71/EC  to  draw up  a  base prospectus, the 
base prospectus shall be composed of the following parts in the following order: 

2. 

3. 

4. 

(1) 

a clear and detailed table of contents; 

(2) 

the summary provided for in Article 5 (2) of Directive 2003/71//EC; 

(3) 

(4) 

the  risk  factors  linked  to  the  issuer  and  the  type  of  security  or  securities  covered  by  the 
issue(s); 

the  other  information  items  included  in  the  schedules  and  building  blocks  according  to 
which the prospectus is drawn up.  

Notwithstanding paragraph 1, the issuer, the offeror or the person asking for admission to trading 
on  a  regulated  market  shall  be  free  in  defining  the  order  in  the  presentation  of  the  required 
information  items  included  in  the  schedules  and  building  blocks  according  to  which  the 
prospectus  is  drawn  up.  The  information  on  the  different  securities  contained  in  the  base 
prospectus shall be clearly segregated. 

Where the order of the items does not coincide with the order of the information provided for by 
the  schedules  and  building  blocks  according  to  which  the  prospectus  is  drawn  up,  the  home 
competent authority may ask the issuer, the offeror or the person asking for admission to trading 
on a regulated market to provide a cross reference list for the purpose of checking the prospectus 
before  its  approval.  Such  list  should  identify  the  pages  where  each  item  can  be  found  in  the 
prospectus. 

In case the issuer, the offeror or the person asking for admission to trading on a regulated market 
has previously filed a registration document for a particular type of security and, at a later stage, 
chooses to draw up base prospectus in conformity with the conditions provided for in points (a) 
and (b) of Article 5(4) of Directive 2003/71/EC, the base prospectus shall contain: 

(1) 

the  information  contained  in  the  previously  or  simultaneously  filed  and  approved 
registration  document  which  shall  be  incorporated  by  reference,  following  the  conditions 
provided for in Article 28 of this Regulation;  

(2) 

the information which would otherwise be contained in the relevant securities note less the 
final terms where the final terms are not included in the base prospectus. 

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5. 

The  final  terms  attached  to  a  base  prospectus  shall  be  presented  in  the  form  of  a  separate 
document  containing  only  the  final  terms  or  by  inclusion  of  the  final  terms  into  the  base 
prospectus. 

6. 

7. 

In  the  case  that  the  final  terms  are  included  in  a  separate  document  containing  only  the  final 
terms,  they  may  replicate  some  information  which  has  been  included  in  the  approved  base 
prospectus according to the relevant securities note schedule that has been used for drawing up 
the base prospectus. In this case the final terms have to be presented in such a way that they can 
be easily identified as such. 

A  clear  and  prominent statement  shall  be  inserted  in  the  final  terms  indicating  that  the  full 
information  on  the  issuer  and  on the  offer is only available  on the  basis of the  combination  of 
base prospectus and final terms and where the base prospectus is available. 

Where a base prospectus relates to different securities, the issuer, the offeror or the person asking 
for  admission  to  trading  on  a  regulated  market  shall  include  a  single  summary  in  the  base 
prospectus  for  all  securities.  The  information  on  the  different  securities  contained  in  the 
summary, however, shall be clearly segregated. 

Where  the  summary  of  a  base  prospectus  must  be  supplemented  according  to  Article  16(1)  of 
Directive 2003/71/EC, the issuer, the offeror or the person asking for admission to trading on a 
regulated market shall decide on a case-by-case basis whether to integrate the new information in 
the  original  summary  by  producing  a  new  summary,  or  by  producing  a  supplement  to  the 
summary. 

If the new information is integrated in the original summary of the base prospectus by producing 
a  new  summary,  the  issuer,  the  offeror  or  the  person  asking  for  admission  to  trading  on  a 
regulated market shall ensure that investors can easily identify the changes, in particular by way 
of footnotes. 

8. 

Issuers, offerors or persons asking for admission to trading on a regulated market may compile in 
one single document two or more different base prospectuses. 

CHAPTER IV 
Information and incorporation by reference 

Article 27 
 Publication of the document referred to in Article 10(1) of Directive 2003/71/EC 

1. 

2. 

3. 

The document referred to in Article 10(1) of Directive 2003/71/EC shall be made available to the 
public, at the choice of the issuer, the offeror or the person asking for admission to trading on a 
regulated  market,  through one  of the  means  permitted  under Article  14  of that Directive in the 
home Member State of the issuer. 

The document shall be filed with the competent authority of the home Member State and made 
available to the public at the latest 20 working days after the publication of the annual financial 
statements in the home Member State. 

The document shall include a statement indicating that some information may be out-of-date, if 
such is the case. 

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Article 28 
Arrangements for incorporation by reference 

1. 

Information may be incorporated by reference in a prospectus or base prospectus, notably if it is 
contained in one the following documents: 

(1) 

annual and interim financial information; 

(2)  documents  prepared  on  the  occasion  of  a  specific  transaction  such  as  a  merger  or  de-

merger;  

(3) 

audit reports and financial statements;  

(4)  memorandum and articles of association; 

(5) 

earlier approved and published prospectuses and/or base prospectuses; 

(6) 

regulated information; 

(7) 

circulars to security holders. 

2. 

3. 

4. 

5. 

The documents containing information that may be incorporated by reference in a prospectus or 
base prospectus or in the documents composing it shall be drawn up following the provisions of 
Article 19 of Directive 2003/71/EC. 

If  a  document  which  may  be  incorporated  by  reference  contains  information  which  has 
undergone  material  changes,  the  prospectus  or  base  prospectus  shall  clearly  state  such  a 
circumstance and shall give the updated information. 

The issuer, the offeror or the person asking for admission to trading on a regulated market may 
incorporate information  in  a prospectus or base prospectus by making reference only to certain 
parts of a document, provided that it states that the non- incorporated parts are either not relevant 
for the investor or covered elsewhere in the prospectus. 

When incorporating information  by reference, issuers, offerors or persons asking for admission 
to trading on a regulated market shall endeavour not to endanger investor protection in terms of 
comprehensibility and accessibility of the information. 

CHAPTER V 
Publication and dissemination of advertisements 

Article 29 
 Publication in electronic form 

1. 

The publication of the prospectus or base prospectus in electronic form, either pursuant to points 
(c)  (d)  and  (e)  of  Article  14(2)  of  Directive  2003/71/EC,  or  as  an  additional  means  of 
availability, shall be subject to the following requirements: 

(1) 

the prospectus or base prospectus shall be easily accessible when entering the web-site; 

(2) 

the file format shall be such that the prospectus or base prospectus cannot be modified; 

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2. 

1. 

2. 

1. 

(3) 

(4) 

the prospectus or base prospectus shall not contain hyper-links, with exception of links to 
the electronic addresses where information incorporated by reference is available;  

the investors shall have the possibility of downloading and printing the prospectus or base 
prospectus. 

The exception referred to in point (3) of the first subparagraph shall only be valid for documents 
incorporated by reference; those documents shall be available with easy and immediate technical 
arrangements. 

If a prospectus or base prospectus for offer  of  securities  to  the  public is made available on the 
web-sites  of  issuers  and  financial  intermediaries  or  of  regulated  markets,  these  shall  take 
measures,  to  avoid  targeting  residents  in  Members  States  or  third  countries  where  the  offer  of 
securities to the public does not take place, such as the insertion of a disclaimer as to who are the 
addressees of the offer. 

Article 30 
 Publication in newspapers 

In order to comply with point (a) of Article 14(2) of Directive 2003/71/EC the publication of a 
prospectus  or  a  base  prospectus  shall  be  made  in  a  general  or financial  information  newspaper 
having national or supra-regional scope; 

If the competent authority is of the opinion that the newspaper chosen for publication does not 
comply  with  the  requirements  set  out  in  paragraph  1,  it  shall  determine  a  newspaper  whose 
circulation  is  deemed  appropriate  for  this  purpose  taking  into  account,  in  particular,  the 
geographic area, number of inhabitants and reading habits in each Member State. 

Article 31  
 Publication of the notice 

If a Member State makes use of the option, referred to in Article 14(3) of Directive 2003/71/EC, 
to  require  the  publication  of  a  notice  stating  how  the  prospectus  or  base  prospectus  has  been 
made  available  and  where  it  can  be  obtained  by  the  public,  that  notice  shall  be  published  in  a 
newspaper that fulfils the requirements for publication of prospectuses according to Article 30 of 
this Regulation. 

If  the  notice  relates  to  a  prospectus  or  base  prospectus  published  for  the  only  purpose  of 
admission  of  securities  to  trading  on  a  regulated  market  where  securities  of the  same  class  are 
already  admitted,  it  may  alternatively  be  inserted  in  the  gazette  of  that  regulated  market, 
irrespective of whether that gazette is in paper copy or electronic form.  

2. 

The  notice  shall  be  published  no  later  than  the  next  working  day  following  the  date  of 
publication  of  the  prospectus  or  base  prospectus  pursuant  to  Article  14(1)  of  Directive 
2003/71/EC. 

3. 

The notice shall contain the following information: 

(1) 

the identification of the issuer; 

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(2) 

the  type,  class  and  amount  of  the  securities  to  be  offered  and/or  in  respect  of  which 
admission to trading is sought, provided that these elements are known at the time of the 
publication of the notice; 

(3) 

the intended time schedule of the offer /admission to trading; 

(4) 

(5) 

(6) 

a  statement  that  a  prospectus  or  base  prospectus  has  been  published  and  where  it  can  be 
obtained; 

if  the  prospectus  or  base  prospectus  has  been  published  in  a  printed  form,  the  addresses 
where and the period of time during which such printed forms are available to the public; 

if the prospectus or base prospectus has been published in electronic form, the addresses to 
which investors shall refer to ask for a paper copy; 

(7) 

the date of the notice. 

Article 32 
 List of approved prospectuses 

The list of the approved prospectuses and base prospectuses published on the web-site of the competent 
authority,  in  accordance  with  Article  14(4)  of  Directive  2003/71/EC,  shall  mention  how  such 
prospectuses have been made available and where they can be obtained. 

Article 33 
Publication of the final terms of base prospectuses 

The publication method for final terms related to a base prospectus does not have to be the same as the 
one used for the base prospectus as long as the publication method used is one of the publication methods 
indicated in Article 14 of the Directive 2003/71/EC. 

Article 34 
Dissemination of advertisements 

Advertisements related to an offer to the public of securities or to an admission to trading on a regulated 
market may be disseminated to the public by interested parties, such as issuer, offeror or person asking for 
admission,  the  financial  intermediaries  that  participate  in  the  placing  and/or  underwriting  of  securities, 
notably by one of the following means of communication: 

(1)  Addressed or unaddressed printed matter; 

(2)  Electronic message or advertisement received via a mobile telephone or pager; 

(3)  Standard letter; 

(4)  Press advertising with or without order form; 

(5)  Catalogue; 

(6)  Telephone with or without human intervention; 

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(7)  Seminars and presentations; 

(8)  Radio; 

(9)  Videophone; 

(10)  Videotext; 

(11)  Electronic mail; 

(12)  Facsimile machine (fax); 

(13)  Television; 

(14)  Notice; 

(15)  Bill; 

(16)  Poster; 

(17)  Brochure; 

(18)  Web posting including internet banners. 

CHAPTER VI 
Transitional and final provisions 

Article 35 
Historical financial information 

1. 

2. 

3. 

The obligation for Community issuers to restate in a prospectus historical financial information 
according to Regulation (EC) No 1606/2002, set out in Annex I item 20.1, Annex IV item 13.1, 
Annex VII items 8.2, Annex X items 20.1 and Annex XI item 11.1 shall not apply to any period 
earlier than 1 January 2004 or, where an issuer has securities admitted to trading on a regulated 
market on 1 July 2005, until the issuer has published its first consolidated annual accounts with 
accordance with Regulation (EC) No 1606/2002.  

Where a Community issuer is subject to transitional national provisions adopted pursuant Article 
9 of Regulation (EC) No 1606/2002, the obligation to restate in a prospectus historical financial 
information  does  not  apply  to  any  period  earlier  than  1  January  2006  or,  where  an  issuer  has 
securities admitted to trading on a regulated market on 1 July 2005, until the issuer has published 
its first consolidated annual accounts with accordance with Regulation (EC) No 1606/2002..  

Until  1  January  2007  the  obligation  to  restate  in  a  prospectus  historical  financial  information 
according to Regulation (EC) No 1606/2002, set out in Annex I item 20.1, Annex IV item 13.1, 
Annex  VII  items  8.2,  Annex  X  items  20.1  and  Annex  XI  item  11.1  shall  not  apply  to  issuers 
from third countries: 

(1)  who have their securities admitted to trading on a regulated market on 1 January 2007; and 

(2)  who have presented and prepared historical financial information according to the national 

accounting standards of a third country. 

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In  this  case,  historical  financial  information  shall  be  accompanied  with  more  detailed  and/or 
additional  information  if  the  financial  statements  included  in  the  prospectus  do  not  give  a  true 
and fair view of the issuer's assets and liabilities, financial position and profit and loss. 

4. 

5. 

issuers  having  prepared  historical 

to 
Third  country 
internationally  accepted  standards as referred to  in Article 9 of Regulation (EC) No 1606/2002 
may use that information in any prospectus filed before 1 January 2007, without being subject to 
restatement obligations. 

information  according 

financial 

From 1 January 2007 third country issuers, as referred to in paragraphs 3 and 4, shall present the 
historical financial information referred to in paragraph 3 point (1) following the establishment 
of equivalence pursuant to a mechanism to be set up by the Commission. This mechanism shall 
be set up through the Committee procedure provided for in Article 24 of Directive 2003/71/EC. 

6. 

The provisions of this Article shall also apply to Annex VI, item 3. 

Article 36 
Entry into force 

This Regulation shall enter into force in Member States on the twentieth day after its publication in the 
Official Journal of the European Union.

It shall apply from 1 July 2005. 

This Regulation shall be binding in its entirety and directly applicable in all Member States. 

Done at Brussels, 29 April 2004 

For the Commission 
Frederik BOLKESTEIN 
Member of the Commission 

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ANNEXES 

Annexes I to XVII: Schedules and building blocks 

Annex XVIII: Table of combinations of schedules and building blocks 

Annex XIX: List of specialist issuers 

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Minimum Disclosure Requirements for the Share Registration Document (schedule) 

ANNEX I,  

1. 

1.1. 

1.2. 

2. 

2.1. 

2.2.

3. 

3.1. 

3.2. 

 PERSONS RESPONSIBLE 

All persons responsible for the information given in the Registration Document and, as the case 
may be, for certain parts of it, with, in the latter case, an indication of such parts. In the case of 
natural  persons  including  members  of  the  issuer's  administrative,  management  or  supervisory 
bodies indicate the name and function of the person; in case of legal persons indicate the name 
and registered office. 

A  declaration  by  those  responsible  for  the  registration  document  that,  having  taken  all 
reasonable  care  to  ensure  that  such  is  the  case,  the  information  contained  in  the  registration 
document  is,  to  the  best  of  their  knowledge,  in  accordance  with  the  facts  and  contains  no 
omission likely to affect its import. As the case may be, a declaration by those responsible for 
certain  parts  of  the  registration  document  that,  having  taken  all  reasonable  care  to  ensure that 
such  is  the  case,  the  information  contained  in  the  part  of  the  registration  document  for which 
they are responsible is, to the best of their knowledge, in accordance with the facts and contains 
no omission likely to affect its import. 

STATUTORY AUDITORS 

Names and addresses of the issuer’s auditors for the period covered by the historical financial 
information (together with their membership in a professional body). 

If auditors have resigned, been removed or not been re-appointed during the period covered by 
the historical financial information, indicate details if material. 

SELECTED FINANCIAL INFORMATION  

Selected historical financial information regarding the issuer, presented for each financial year 
for  the  period  covered  by  the  historical  financial  information,  and  any  subsequent  interim 
financial period, in the same currency as the financial information.  

The  selected  historical  financial  information  must  provide  the  key  figures  that  summarise  the 
financial condition of the issuer. 

If  selected  financial  information  for  interim  periods  is  provided,  comparative  data  from  the 
same period in  the  prior financial  year must  also be provided, except that  the requirement for 
comparative  balance  sheet  information  is  satisfied  by  presenting  the  year  end  balance  sheet 
information. 

4. 

RISK FACTORS

Prominent  disclosure  of  risk  factors  that  are  specific  to  the  issuer  or  its  industry  in  a  section 
headed “Risk Factors”. 

5. 

INFORMATION ABOUT THE ISSUER 

5.1. 

History and Development of the Issuer.

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5.1.1. 

the legal and commercial name of the issuer; 

5.1.2. 

the place of registration of the issuer and its registration number; 

5.1.3. 

the date of incorporation and the length of life of the issuer, except where indefinite; 

5.1.4. 

the  domicile  and  legal  form  of  the  issuer,  the  legislation  under  which  the  issuer  operates,  its 
country  of  incorporation,  and  the  address  and  telephone  number  of  its  registered  office  (or 
principal place of business if different from its registered office);  

5.1.5. 

the important events in the development of the issuer's business. 

5.2. 

Investments

5.2.1. 

5.2.2. 

A  description,  (including  the  amount)  of  the  issuer's  principal  investments  for  each  financial 
year  for  the  period  covered  by  the  historical  financial  information  up  to  the  date  of  the 
registration document; 

A description of the issuer’s principal investments that are in progress, including the geographic 
distribution  of  these  investments  (home  and  abroad)  and  the  method  of  financing  (internal  or 
external);  

5.2.3. 

Information  concerning  the  issuer's  principal  future  investments  on  which  its  management 
bodies have already made firm commitments.  

6. 

BUSINESS OVERVIEW

6.1. 

Principal Activities

6.1.1. 

6.1.2. 

A  description  of,  and  key  factors  relating  to,  the  nature  of  the  issuer's  operations  and  its 
principal  activities,  stating  the  main  categories  of products  sold  and/or  services  performed  for 
each financial year for the period covered by the historical financial information; and  

An indication of any significant new products and/or services that have been introduced and, to 
the  extent  the  development  of  new  products  or  services  has  been  publicly  disclosed,  give  the 
status of development. 

6.2. 

Principal Markets

A description of the principal markets in which the issuer competes, including a breakdown of 
total  revenues  by  category  of  activity  and  geographic  market  for  each  financial  year  for  the 
period covered by the historical financial information.  

Where the information given pursuant to items 6.1. and 6.2. has been influenced by exceptional 
factors, mention that fact . 

If material to the issuer's business or profitability, a summary information regarding the extent 
to  which  the  issuer  is  dependent,  on  patents  or  licences,  industrial,  commercial  or  financial 
contracts or new manufacturing processes. 

6.3. 

6.4. 

6.5. 

The basis for any statements made by the issuer regarding its competitive position.  

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7. 

7.1. 

7.2. 

8. 

8.1. 

8.2. 

ORGANIZATIONAL STRUCTURE

If the issuer is part of a group, a brief description of the group and the issuer's position within 
the group. 

A  list  of  the  issuer's  significant  subsidiaries,  including  name,  country  of  incorporation  or 
residence, proportion of ownership interest and, if different, proportion of voting power held. 

PROPERTY, PLANTS AND EQUIPMENT 

Information  regarding  any  existing  or  planned  material  tangible  fixed  assets,  including  leased 
properties, and any major encumbrances thereon. 

A description of any environmental issues that may affect the issuer’s utilisation of the tangible 
fixed assets. 

9. 

OPERATING AND FINANCIAL REVIEW 

9.1. 

Financial Condition

To the extent not covered elsewhere in the registration document, provide a description of the 
issuer’s  financial  condition,  changes  in  financial  condition  and  results  of  operations  for  each 
year  and  interim  period,  for  which  historical  financial  information  is  required,  including  the 
causes of material changes from year to year in the financial information to the extent necessary 
for an understanding of the issuer’s business as a whole.

9.2. 

Operating Results

9.2.1. 

Information  regarding  significant  factors,  including  unusual  or  infrequent  events  or  new 
developments, materially affecting the issuer's income from operations, indicating the extent to 
which income was so affected.  

9.2.2.  Where  the  financial  statements  disclose  material  changes  in  net  sales  or  revenues,  provide  a 

narrative discussion of the reasons for such changes.  

9.2.3. 

Information  regarding  any  governmental,  economic,  fiscal,  monetary  or  political  policies  or 
factors  that  have  materially  affected,  or  could  materially  affect,  directly  or  indirectly,  the 
issuer's operations. 

10. 

CAPITAL RESOURCES

10.1. 

Information concerning the issuer’s capital resources (both short and long term);

10.2. 

An  explanation  of  the  sources  and  amounts  of  and  a  narrative  description  of  the  issuer's cash 
flows;

10.3. 

Information on the borrowing requirements and funding structure of the issuer; 

10.4. 

Information  regarding  any  restrictions  on  the  use  of  capital  resources  that  have  materially 
affected, or could materially affect, directly or indirectly, the issuer’s operations. 

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10.5. 

Information regarding the anticipated sources of funds needed to fulfil commitments referred to 
in items 5.2.3. and 8.1.

11. 

RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES

Where material, provide a description of the issuer's research and development policies for each 
financial  year  for  the  period  covered  by  the  historical  financial  information,  including  the 
amount spent on issuer-sponsored research and development activities. 

12. 

TREND INFORMATION 

12.1.

12.2. 

The  most  significant  recent  trends  in  production,  sales  and  inventory,  and  costs  and  selling 
prices since the end of the last financial year to the date of the registration document.  

Information  on  any  known  trends,  uncertainties,  demands,  commitments  or  events  that  are 
reasonably  likely  to  have  a  material  effect  on  the  issuer's  prospects  for  at  least  the  current 
financial year.  

13. 

PROFIT FORECASTS OR ESTIMATES 

If  an  issuer  chooses  to  include  a  profit  forecast  or  a  profit  estimate  the  registration  document 
must contain the information set out in items 13.1 and 13.2: 

13.1. 

A statement setting out the principal assumptions upon which the issuer has based its forecast, 
or estimate.  

There must be a clear distinction between assumptions about factors which the members of the 
administrative, management or supervisory bodies can influence and assumptions about factors 
which are exclusively outside the influence of the members of the administrative, management 
or supervisory bodies; the assumptions must be readily understandable by investors, be specific 
and precise and not relate to the general accuracy of the estimates underlying the forecast.

A  report  prepared  by  independent  accountants  or  auditors  stating  that  in  the  opinion  of  the 
independent accountants or auditors the forecast or estimate has been properly compiled on the 
basis stated and that the basis of accounting used for the profit forecast or estimate is consistent 
with the accounting policies of the issuer. 

The  profit  forecast  or  estimate  must  be  prepared  on  a  basis  comparable  with  the  historical 
financial information. 

If a profit forecast in a prospectus has been published which is still outstanding, then provide a 
statement setting out whether or not that forecast is still correct as at the time of the registration 
document, and an explanation of why such forecast is no longer valid if that is the case. 

13.2. 

13.3. 

13.4. 

14. 

ADMINISTRATIVE,  MANAGEMENT,  AND  SUPERVISORY  BODIES  AND  SENIOR 
MANAGEMENT 

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14.1. 

Names,  business  addresses  and  functions  in  the  issuer  of  the  following  persons  and  an 
indication  of  the  principal  activities  performed  by  them  outside  that  issuer  where  these  are 
significant with respect to that issuer: 

a) members of the administrative, management or supervisory bodies; 

b)  partners with unlimited liability, in the case of a limited partnership with a share capital; 

c)

founders, if the issuer has been established for fewer than five years; and 

d)  any  senior  manager  who  is  relevant  to  establishing  that  the  issuer  has  the  appropriate 

expertise and experience for the management of the issuer's business. 

The nature of any family relationship between any of those persons. 

In  the  case  of  each  member  of  the  administrative,  management  or  supervisory  bodies  of  the 
issuer and of each person mentioned in  points (b) and (d) of the first subparagraph, details of 
that person’s relevant management expertise and experience and the following information: 

(a) the names of all companies and partnerships of which such person has been a member of the 
administrative,  management  or  supervisory  bodies  or  partner  at  any  time  in  the  previous  five 
years,  indicating  whether  or  not  the  individual  is  still  a  member  of  the  administrative, 
management or supervisory bodies or partner. It is not necessary to list all the subsidiaries of an 
issuer of which the person is also a member of the administrative, management or supervisory 
bodies; 

(b) any convictions in relation to fraudulent offences for at least the previous five years; 

(c)  details  of  any  bankruptcies,  receiverships  or  liquidations  with  which a person described in 
(a) and (d) of the first subparagraph who was acting in the capacity of any of the positions set 
out in (a) and(d) of the first subparagraph was associated for at least the previous five years;  

(d)  details  of any official  public  incrimination  and/or  sanctions  of such person by statutory  or 
regulatory  authorities  (including  designated  professional  bodies)  and  whether  such  person  has 
ever been disqualified by a court from acting as a member of the administrative, management or 
supervisory  bodies  of an  issuer or from  acting in the management or conduct of the affairs of 
any issuer for at least the previous five years. 

If there is no such information to be disclosed, a statement to that effect is to be made. 

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14.2. 

Administrative,  Management,  and  Supervisory  bodies  and  Senior  Management conflicts 
of interests

Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 
14.1., and their private interests and or other duties must be clearly stated. In the event that there 
are no such conflicts, a statement to that effect must be made. 

Any  arrangement  or  understanding  with  major  shareholders,  customers,  suppliers  or  others, 
pursuant  to  which  any  person  referred  to  in  item  14.1  was  selected  as  a  member  of  the 
administrative, management or supervisory bodies or member of senior management.  

Details of any restrictions agreed by the persons referred to in item 14.1 on the disposal within a 
certain period of time of their holdings in the issuer’s securities. 

15. 

REMUNERATION AND BENEFITS

In relation to the last full financial year for those persons referred to in points (a) and (d) of the 
first subparagraph of item 14.1.: 

15.1. 

The  amount  of  remuneration  paid  (including  any  contingent  or  deferred  compensation),  and 
benefits  in  kind  granted  to  such  persons  by  the  issuer  and  its  subsidiaries  for  services  in  all 
capacities to the issuer and its subsidiaries by any person.  

That  information  must  be  provided  on  an  individual  basis  unless  individual  disclosure  is  not 
required in the issuer’s home country and is not otherwise publicly disclosed by the issuer. 

15.2.

The  total  amounts  set  aside  or  accrued  by  the  issuer  or  its  subsidiaries  to  provide  pension, 
retirement or similar benefits. 

16. 

BOARD PRACTICES

16.1. 

16.2. 

16.3. 

16.4.

In  relation  to  the  issuer's  last  completed  financial  year,  and  unless  otherwise  specified,  with 
respect to those persons referred to in point (a) of the first subparagraph of 14.1. :  

Date of expiration of the current term of office, if applicable, and the period during which the 
person has served in that office. 

Information  about  members  of  the  administrative,  management  or  supervisory  bodies'  service 
contracts  with  the  issuer  or  any  of  its  subsidiaries  providing  for  benefits  upon  termination  of 
employment, or an appropriate negative statement. 

Information  about  the  issuer's  audit  committee  and  remuneration  committee,  including  the 
names  of  committee  members  and  a  summary  of  the  terms  of  reference  under  which  the 
committee operates. 

A  statement  as  to  whether  or  not  the  issuer  complies  with  its  country’s  of  incorporation 
corporate  governance  regime(s).  In  the  event  that  the  issuer  does  not  comply  with  such  a 
regime, a statement to that effect must be included together with an explanation regarding why 
the issuer does not comply with such regime.

17. 

EMPLOYEES

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17.1. 

Either the number of employees at the end of the period or the average for each financial year 
for the period covered by the historical financial information up to the date of the registration 
document (and changes in such numbers, if material) and, if possible and material, a breakdown 
of  persons  employed  by  main  category  of  activity  and  geographic  location.  If  the  issuer 
employs  a  significant  number  of  temporary  employees,  include  disclosure  of  the  number  of 
temporary employees on average during the most recent financial year.

17.2. 

Shareholdings and stock options  

With  respect  to  each  person  referred  to  in  points  (a)  and  (d)  of  the  first  subparagraph  of 
item14.1. provide information as to their share ownership and any options over such shares in 
the issuer as of the most recent practicable date.  

17.3.

Description of any arrangements for involving the employees in the capital of the issuer. 

18. 

MAJOR SHAREHOLDERS 

18.1. 

In  so  far  as  is  known  to  the  issuer,  the  name  of  any  person  other  than  a  member  of  the 
administrative, management or supervisory bodies who, directly or indirectly, has an interest in 
the issuer’s capital or voting rights which is notifiable under the issuer's national law, together 
with the amount of each such person’s interest or, if there are no such persons, an appropriate 
negative statement. 

18.2.  Whether the issuer's major shareholders have different voting rights, or an appropriate negative 

statement. 

18.3. 

To  the  extent  known  to  the  issuer,  state  whether  the  issuer  is  directly  or  indirectly  owned  or 
controlled  and  by whom and  describe  the nature of such control and describe the measures in 
place to ensure that such control is not abused.  

18.4. 

A  description  of  any  arrangements,  known  to  the  issuer,  the  operation  of  which  may  at  a 
subsequent date result in a change in control of the issuer. 

19. 

RELATED PARTY TRANSACTIONS

Details of related party transactions (which for these purposes are those set out in the Standards 
adopted according to the Regulation (EC) No 1606/2002), that the issuer has entered into during 
the period covered by the historical financial information and up to the date of the registration 
document,  must  be  disclosed  in  accordance  with  the  respective  standard  adopted  according  to 
Regulation (EC) No 1606/2002 if applicable. 

If such standards do not apply to the issuer the following information must be disclosed: 

a) The  nature  and  extent  of  any  transactions  which  are  -  as  a  single  transaction  or  in  their 
entirety - material to the issuer. Where such related party transactions are not concluded at 
arm's length provide an explanation of why these transactions were not concluded at arms 
length.  In  the  case  of  outstanding  loans  including  guarantees  of  any  kind  indicate  the 
amount outstanding. 

b)  The amount or the percentage to which related party transactions form part of the turnover 

of the issuer. 

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20. 

FINANCIAL  INFORMATION  CONCERNING  THE  ISSUER’S  ASSETS  AND 
LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES 

20.1. 

Historical Financial Information 

Audited  historical  financial  information  covering  the  latest  3  financial  years  (or  such  shorter 
period that the issuer has been in operation), and the audit report in respect of each year. Such 
financial  information  must  be  prepared  according  to Regulation (EC) No 1606/2002, or if not 
applicable  to  a  Member  State  national  accounting  standards  for  issuers  from  the  Community. 
For  third  country  issuers,  such  financial  information  must  be  prepared  according  to  the 
international accounting standards adopted pursuant to the procedure of Article 3 of Regulation 
(EC)  No  1606/2002  or  to  a  third  country’s  national  accounting  standards  equivalent  to  these 
standards. If such financial information is not equivalent to these standards, it must be presented 
in the form of restated financial statements.  

The last two years audited historical financial information must be presented and prepared in a 
form consistent with that which will be adopted in the issuer’s next published annual financial 
statements having regard to accounting standards and policies and legislation applicable to such 
annual financial statements. 

If the issuer has been operating in its current sphere of economic activity for less than one year, 
the audited historical financial information covering that period must be prepared in accordance 
with  the  standards  applicable  to  annual  financial  statements  under  the  Regulation  (EC)  No 
1606/2002,  or  if  not  applicable  to  a  Member  State  national  accounting  standards  where  the 
issuer  is  an  issuer  from  the  Community.  For  third  country  issuers,  the  historical  financial 
information  must  be  prepared  according  to  the  international  accounting  standards  adopted 
pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s 
national  accounting  standards  equivalent  to  these  standards.  This  historical  financial 
information must be audited. 

If the audited financial information is prepared according to national accounting standards, the 
financial information required under this heading must include at least: 

(a) balance sheet; 

(b) income statement;  

(c) a statement showing either all changes in equity or changes in equity other than those arising 
from capital transactions with owners and distributions to owners;  

(d) cash flow statement;  

(e) accounting policies and explanatory notes 

The historical annual financial information must be independently audited or reported on as to 
whether  or  not,  for  the  purposes of the registration document, it gives a true and fair view, in 
accordance with auditing standards applicable in a Member State or an equivalent standard. 

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20.2. 

Pro forma financial information

In  the  case  of  a  significant  gross  change,  a  description  of  how  the  transaction  might  have 
affected the assets and liabilities and earnings of the issuer, had the transaction been undertaken 
at the commencement of the period being reported on or at the date reported. 

This requirement will normally be satisfied by the inclusion of pro forma financial information.  

This pro forma financial information is to be presented as set out in Annex II and must include 
the information indicated therein. 

Pro  forma  financial  information  must  be  accompanied  by  a  report  prepared  by  independent 
accountants or auditors. 

20.3. 

Financial statements

If the issuer prepares both own and consolidated annual financial statements, include at least the 
consolidated annual financial statements in the registration document.

20.4 

Auditing of historical annual financial information

20.4.1. A  statement  that  the  historical  financial  information  has  been  audited.  If  audit  reports  on  the 
historical  financial  information  have  been  refused  by  the  statutory  auditors  or  if  they  contain 
qualifications  or  disclaimers,  such  refusal  or  such  qualifications  or  disclaimers  must  be 
reproduced in full and the reasons given.

20.4.2. 

Indication  of  other  information  in  the  registration  document  which  has  been  audited  by  the 
auditors. 

20.4.3. Where  financial  data  in  the  registration  document  is  not  extracted  from  the  issuer's  audited 

financial statements state the source of the data and state that the data is unaudited. 

20.5. 

Age of latest financial information

20.5.1.

The last year of audited financial information may not be older than one of the following:  

(a)18  months  from  the  date  of  the  registration document if the issuer includes audited interim 
financial statements in the registration document; 
(b)15 months from the date of the registration document if the issuer includes unaudited interim 
financial statements in the registration document. 

20.6.

Interim and other financial information

20.6.1.

If the issuer has published quarterly or half yearly financial information since the date of its last 
audited  financial  statements,  these  must  be  included  in  the  registration  document.  If  the 
quarterly or half yearly financial information has been reviewed or audited, the audit or review 
report must also be included. If the quarterly or half yearly financial information is unaudited or 
has not been reviewed state that fact. 

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20.6.2. 

If  the  registration  document  is  dated  more  than  nine  months  after  the  end  of  the  last  audited 
financial year, it must contain interim financial information, which may be unaudited (in which 
case that fact must be stated) covering at least the first six months of the financial year. 

The interim financial information must include comparative statements for the same period in 
the prior financial year, except that the requirement for comparative balance sheet information 
may be satisfied by presenting the years end balance sheet. 

20.7. 

Dividend policy

A description of the issuer’s policy on dividend distributions and any restrictions thereon. 

20.7.1.  The  amount  of  the  dividend  per  share  for  each  financial  year  for  the  period  covered  by  the 
historical financial information adjusted, where the number of shares in the issuer has changed, 
to make it comparable. 

20.8. 

Legal and arbitration proceedings

Information  on  any  governmental,  legal  or  arbitration  proceedings  (including  any  such 
proceedings  which  are  pending  or  threatened  of  which  the  issuer  is  aware),  during  a  period 
covering  at  least  the  previous  12  months  which  may  have,  or  have  had  in  the  recent  past 
significant effects on the issuer and/or group's financial position or profitability, or provide an 
appropriate negative statement. 

20.9. 

Significant change in the issuer’s financial or trading position

A description of any significant change in the financial or trading position of the group which 
has  occurred  since  the  end  of  the  last  financial  period  for  which  either  audited  financial 
information  or  interim  financial  information  have  been  published,  or  provide  an  appropriate 
negative statement. 

21. 

ADDITIONAL INFORMATION 

21.1. 

Share Capital

The  following  information  as  of  the  date  of  the  most  recent  balance  sheet  included  in  the 
historical financial information: 

21.1.1.  The amount of issued capital, and for each class of share capital:  

(a) the number of shares authorised;  
(b) the number of shares issued and fully paid and issued but not fully paid;  
(c) the par value per share, or that the shares have no par value; and  
(d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If 
more  than  10%  of  capital  has  been  paid  for  with  assets  other  than  cash  within  the  period 
covered by the historical financial information, state that fact. 

21.1.2. 

If  there  are  shares  not  representing  capital,  state  the  number  and  main  characteristics  of  such 
shares. 

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21.1.3.  The number, book value and face value of shares in the issuer held by or on behalf of the issuer 

itself or by subsidiaries of the issuer. 

21.1.4.  The  amount  of  any  convertible  securities,  exchangeable  securities  or  securities  with  warrants, 
with an indication of the conditions governing and the procedures for conversion, exchange or 
subscription. 

21.1.5. 

Information  about  and  terms  of  any  acquisition  rights  and  or  obligations  over  authorised  but 
unissued capital or an undertaking to increase the capital. 

21.1.6. 

Information  about  any  capital  of  any  member  of  the  group  which  is  under  option  or  agreed 
conditionally  or  unconditionally  to  be  put  under  option  and  details  of  such  options  including 
those persons to whom such options relate. 

21.1.7.  A history of share capital,  highlighting  information  about any changes, for the period covered 

by the historical financial information. 

21.2. 

Memorandum and Articles of Association

21.2.1.  A  description  of  the  issuer’s  objects  and  purposes  and  where  they  can  be  found  in  the 

memorandum and articles of association. 

21.2.2.  A summary of any provisions of the issuer's articles of association, statutes, charter or bylaws 
with respect to the members of the administrative, management and supervisory bodies. 

21.2.3.  A description  of the  rights, preferences and restrictions attaching to each class of the existing 

shares. 

21.2.4.  A  description  of  what  action  is  necessary  to  change  the  rights  of  holders  of  the  shares, 

indicating where the conditions are more significant than is required by law. 

21.2.5.  A  description  of  the  conditions  governing  the  manner  in  which  annual  general  meetings  and 
extraordinary general meetings of shareholders are called including the conditions of admission. 

21.2.6. A  brief  description  of  any  provision  of  the  issuer's  articles  of  association,  statutes,  charter  or 
bylaws that would have an effect of delaying, deferring or preventing a change in control of the 
issuer.  

21.2.7. An  indication  of  the  articles  of  association,  statutes,  charter  or  bylaw  provisions,  if  any, 

governing the ownership threshold above which shareholder ownership must be disclosed. 

21.2.8. A  description  of  the  conditions  imposed  by  the  memorandum  and  articles  of  association 
statutes,  charter  or  bylaw  governing  changes  in  the  capital,  where  such  conditions  are  more 
stringent than is required by law. 

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22. 

MATERIAL CONTRACTS

A summary of each material contract, other than contracts entered into in the ordinary course of 
business,  to  which  the  issuer  or  any  member  of  the  group  is  a  party,  for  the  two  years 
immediately preceding publication of the registration document. 

A  summary  of  any  other  contract  (not  being  a  contract  entered  into  in  the  ordinary  course  of 
business) entered into by any member of the group which contains any provision under which 
any member of the group has any obligation or entitlement which is material to the group as at 
the date of the registration document. 

23. 

THIRD  PARTY 
DECLARATIONS OF ANY INTEREST 

INFORMATION  AND  STATEMENT  BY  EXPERTS  AND 

23.1.  Where a statement or report attributed to a person as an expert is included in the Registration 
Document, provide such person’s name, business address, qualifications and material interest if 
any in the issuer. If the report has been produced at the issuer’s request a statement to the effect 
that such statement or report is included, in the form and context in which it is included, with 
the  consent  of  the  person  who  has  authorised  the  contents  of  that  part  of  the  Registration 
Document. 

23.2.  Where  information  has  been  sourced  from  a  third  party,  provide  a  confirmation  that  this 
information has been accurately reproduced and that as far as the issuer is aware and is able to 
ascertain  from  information  published  by  that  third  party,  no  facts  have  been  omitted  which 
would  render  the  reproduced  information  inaccurate  or  misleading.  In  addition,  identify  the 
source(s) of the information.

24. 

DOCUMENTS ON DISPLAY

A  statement  that  for  the  life  of  the  registration  document  the  following  documents  (or  copies 
thereof), where applicable, may be inspected: 

(a)

(b)

(c)

the memorandum and articles of association of the issuer; 

all reports, letters, and other documents, historical financial information, valuations and 
statements prepared by any expert at the issuer’s request any part of which is included or 
referred to in the registration document; 

the historical financial information of the issuer or, in the case of a group, the historical 
financial  information  for the  issuer and its subsidiary undertakings for each of the two 
financial years preceding the publication of the registration document. 

An  indication  of  where  the  documents  on  display  may be  inspected,  by physical  or electronic 
means.  

25. 

INFORMATION ON HOLDINGS

Information  relating  to  the  undertakings  in  which  the  issuer  holds  a  proportion  of  the  capital 
likely  to  have  a  significant  effect  on  the  assessment  of  its  own  assets  and  liabilities,  financial 
position or profits and losses.  

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ANNEX II 
Pro forma financial information building block 

1. 

The pro forma information must include a description of the transaction, the businesses or 
entities involved and the period to which it refers, and must clearly state the following: 

a) the purpose to which it has been prepared; 

b) the fact that it has been prepared for illustrative purposes only;  

c)  the  fact  that  because  of  its  nature,  the  pro  forma  financial  information  addresses  a 
hypothetical  situation  and,  therefore,  does  not  represent  the  company’s  actual  financial 
position or results.

2.  

3.  

In  order  to  present  pro  forma  financial  information,  a  balance  sheet  and  profit  and  loss 
account,  and  accompanying  explanatory  notes,  depending  on  the  circumstances  may  be 
included. 

Pro  forma  financial  information  must  normally  be  presented  in  columnar  format, 
composed of: 

a)

b) 

c)

the historical unadjusted information; 

the pro forma adjustments; and 

the resulting pro forma financial information in the final column. 

The sources of the pro forma financial information have to be stated and, if applicable, the 
financial  statements  of  the  acquired  businesses  or  entities  must  be  included  in  the 
prospectus 

4.  

The  pro  forma  information  must  be  prepared  in  a  manner  consistent  with the  accounting 
policies adopted by the issuer in its last or next financial statements and shall identify the 
following: 

a) the basis upon which it is prepared; 

b) the source of each item of information and adjustment. 

5.  

Pro forma information may only be published in respect of  

a)

the current financial period;  

b)  the most recently completed financial period; and/or 

c)

the most recent interim period for which relevant unadjusted information has been or 
will be published or is being published in the same document.  

6.  

Pro forma adjustments related to the pro forma financial information must be: 

a)

b) 

c) 

clearly shown and explained; 

directly attributable to the transaction;  

factually supportable. 

In addition, in respect of a pro forma profit and loss or cash flow statement, they must be 
clearly identified as to those expected to have a continuing impact on the issuer and those 
which are not. 

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7. 

The  report  prepared  by  the  independent  accountants  or  auditors  must  state  that  in  their 
opinion: 

a)
b) 

the pro forma financial information has been properly compiled on the basis stated; 
that basis is consistent with the accounting policies of the issuer. 

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ANNEX III 

Minimum Disclosure Requirements for the Share Securities Note (schedule) 

PERSONS RESPONSIBLE

All persons responsible for the information given in the prospectus and, as the case may 
be, for certain parts of it, with, in the latter case, an indication of such parts. In the case 
of  natural  persons  including  members  of  the  issuer's  administrative,  management  or 
supervisory bodies indicate the name and function of the person; in case of legal persons 
indicate the name and registered office. 

A  declaration  by  those  responsible  for  the  prospectus  that,  having  taken  all  reasonable 
care to ensure that such is the case the information contained in the prospectus is, to the 
best of their knowledge, in accordance with the facts and contains no omission likely to 
affect its import. As the case may be, declaration by those responsible for certain parts 
of the prospectus that, having taken all reasonable care to ensure that such is the case the 
information contained in the part of the prospectus for which they are responsible is, to 
the best of their knowledge, in accordance with the facts and contains no omission likely 
to affect its import. 

RISK FACTORS 

Prominent disclosure of risk  factors that are material to the securities being offered and/or 
admitted  to  trading  in  order  to  assess  the  market  risk  associated  with  these  securities  in  a 
section headed “Risk Factors”. 

KEY INFORMATION 

Working capital Statement 

1. 

1.1. 

1.2. 

2. 

3. 

3.1 

Statement by the issuer that, in its opinion, the working capital is sufficient for the issuer’s 
present  requirements  or,  if  not,  how  it  proposes  to  provide  the  additional  working  capital 
needed. 

3.2 

Capitalization and indebtedness 

A  statement  of  capitalization  and  indebtedness  (distinguishing  between  guaranteed  and 
unguaranteed, secured and unsecured indebtedness) as of a date no earlier than 90 days prior 
to  the  date  of  the  document.  Indebtedness  also  includes  indirect  and  contingent 
indebtedness.  

3.3 

Interest of natural and legal persons involved in the issue/offer 

A  description  of  any  interest,  including  conflicting  ones  that  is  material  to  the  issue/offer, 
detailing the persons involved and the nature of the interest. 

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3.4 

Reasons for the offer and use of proceeds 

Reasons  for  the  offer  and,  where  applicable,  the  estimated  net  amount  of  the  proceeds 
broken into  each  principal  intended  use and  presented  by order of priority  of such uses. If 
the  issuer  is  aware  that  the  anticipated  proceeds  will  not  be  sufficient  to  fund  all  the 
proposed uses, state the amount and sources  of  other  funds  needed.  Details must  be given 
with  regard  to  the  use  of  the  proceeds,  in  particular  when  they  are  being  used  to  acquire 
assets,  other  than  in  the  ordinary  course  of  business,  to  finance  announced  acquisitions  of 
other business, or to discharge, reduce or retire indebtedness. 

INFORMATION  CONCERNING  THE  SECURITIES  TO  BE  OFFERED/ 
ADMITTED TO TRADING 

A  description  of  the  type  and  the  class  of  the  securities  being  offered  and/or  admitted  to 
trading,  including  the  ISIN  (International  Security  Identification  Number)  or  other  such 
security identification code. 

Legislation under which the securities have been created. 

An indication whether the securities are in registered form or bearer form and whether the 
securities are in certificated form or book-entry form. In the latter case, name and address of 
the entity in charge of keeping the records. 

Currency of the securities issue. 

A  description  of  the  rights  attached  to  the  securities,  including  any  limitations  of  those 
rights, and procedure for the exercise of those rights. 

4. 

4.1 

4.2 

4.3 

4.4 

4.5 

Dividend rights:  

– 

Fixed date(s) on which the entitlement arises, 

Time limit after which entitlement to dividend lapses and an indication of the 

– 
person in whose favour the lapse operates, 

– 

Dividend restrictions and procedures for non-resident holders, 

Rate of dividend or method of its calculation, periodicity and cumulative or 

– 
non-cumulative nature of payments. 

Voting rights. 

Pre-emption rights in offers for subscription of securities of the same class. 

Right to share in the issuer’s profits.  

Rights to share in any surplus in the event of liquidation.  

Redemption provisions. 

Conversion provisions. 

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4.6 

4.7 

4.8 

4.9 

4.10 

4.11 

5. 

5.1 

5.1.1. 

5.1.2 

5.1.3 

5.1.4 

5.1.5 

5.1.6 

5.1.7 

In  the  case  of  new  issues,  a  statement  of  the  resolutions,  authorisations  and  approvals  by 
virtue of which the securities have been or will be created and/or issued. 

In the case of new issues, the expected issue date of the securities. 

A description of any restrictions on the free transferability of the securities. 

An indication of the existence of any mandatory takeover bids and/or squeeze-out and sell-
out rules in relation to the securities. 

An indication of public takeover bids by third parties in respect of the issuer’s equity, which 
have  occurred  during  the  last  financial  year  and  the  current  financial  year.  The  price  or 
exchange terms attaching to such offers and the outcome thereof must be stated. 

In  respect  of  the  country  of  registered  office  of  the  issuer  and  the  country(ies)  where  the 
offer is being made or admission to trading is being sought: 

- 
- 

Information on taxes on the income from the securities withheld at source, 
Indication as to whether the issuer assumes responsibility for the withholding 

of taxes at the source. 

TERMS AND CONDITIONS OF THE OFFER 

Conditions,  offer  statistics,  expected  timetable  and  action  required  to  apply  for  the 
offer 

 Conditions to which the offer is subject. 

Total  amount  of  the  issue/offer,  distinguishing  the  securities  offered  for  sale  and  those 
offered for subscription; if the amount is not fixed, description of the arrangements and time 
for announcing to the public the definitive amount of the offer. 

The  time  period,  including  any possible  amendments,  during which  the  offer will  be  open 
and description of the application process. 

An  indication  of  when,  and  under  which  circumstances,  the  offer  may  be  revoked  or 
suspended and whether revocation can occur after dealing has begun. 

A description of the possibility to reduce subscriptions and the manner for refunding excess 
amount paid by applicants. 

Details  of  the  minimum  and/or  maximum  amount  of  application  (whether  in  number  of 
securities or aggregate amount to invest). 

An  indication  of  the  period  during  which  an  application  may  be  withdrawn, provided  that 
investors are allowed to withdraw their subscription. 

5.1.8  Method and time limits for paying up the securities and for delivery of the securities. 

5.1.9 

5.1.10 

5.2 

A full description of the manner and date in which results of the offer are to be made public. 

The procedure for the exercise of any right of pre-emption, the negotiability of subscription 
rights and the treatment of subscription rights not exercised.  

Plan of distribution and allotment 

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5.2.1. 

5.2.2. 

The various categories of potential investors to which the securities are offered. If the offer 
is being made simultaneously in the markets of two or more countries and if a tranche has 
been or is being reserved for certain of these, indicate any such tranche.

To the extent known to the issuer, an indication of whether major shareholders or members 
of  the  issuer's  management,  supervisory  or  administrative  bodies  intended  to  subscribe  in 
the offer, or whether any person intends to subscribe for more than five per cent of the offer. 

5.2.3. 

Pre-allotment Disclosure: 

a) 

b) 

c) 

d) 

e) 

f) 

g) 

h) 

The  division  into  tranches  of  the  offer  including  the  institutional,  retail  and 
issuer’s employee tranches and any other tranches; 

The conditions  under which  the  claw-back  may  be  used, the maximum size of 
such  claw  back  and  any  applicable  minimum  percentages  for  individual 
tranches; 

The allotment method or methods to be used for the retail and issuer’s employee 
tranche in the event of an over-subscription of these tranches; 

A  description  of  any  pre-determined  preferential  treatment  to  be  accorded  to 
certain  classes  of  investors  or  certain  affinity  groups  (including  friends  and 
family  programmes)  in  the  allotment,  the  percentage  of  the  offer  reserved  for 
such  preferential  treatment  and  the  criteria  for  inclusion  in  such  classes  or 
groups. 

Whether the treatment of subscriptions or bids to subscribe in the allotment may 
be determined on the basis of which firm they are made through or by; 

A target minimum individual allotment if any within the retail tranche; 

The conditions for the closing of the offer as well as the date on which the offer 
may be closed at the earliest; 

Whether or not multiple subscriptions are admitted, and where they are not, how 
any multiple subscriptions will be handled. 

5.2.4. 

Process for notification to applicants of the amount allotted and indication whether 
dealing may begin before notification is made. 

5.2.5. 

Over-allotment and 'green shoe': 

a) 

b) 

c) 

5.3 

5.3.1. 

The existence and size of any over-allotment facility and/or 'green shoe'. 

The existence period of the over-allotment facility and/or 'green shoe'. 

Any conditions for the use of the over-allotment facility or exercise of the 'green 
shoe'. 

Pricing  

An indication of the price at which the securities will be offered. If the price is not known or 
if  there  is  no  established  and/or  liquid  market  for  the  securities,  indicate  the  method  for 
determining the offer price, including a statement as to who has set the criteria or is formally 
responsible  for  the  determination.  Indication  of  the  amount  of  any  expenses  and  taxes 
specifically charged to the subscriber or purchaser. 

5.3.2. 

Process for the disclosure of the offer price. 

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5.3.3. 

If the issuer’s equity holders have pre-emptive purchase rights and this right is restricted or 
withdrawn, indication of the basis for the issue price if the issue is for cash, together with 
the reasons for and beneficiaries of such restriction or withdrawal. 

5.3.4  Where  there  is  or  could  be  a  material  disparity  between  the  public  offer  price  and  the 
effective cash cost to members of the administrative, management or supervisory bodies or 
senior  management,  or  affiliated  persons,  of  securities  acquired  by  them  in  transactions 
during  the  past  year,  or  which  they  have  the  right  to  acquire,  include  a  comparison  of  the 
public contribution in the proposed public offer and the effective cash contributions of such 
persons. 

5.4. 

5.4.1 

Placing and Underwriting 

Name and address of the co-ordinator(s) of the global offer and of single parts of the offer 
and,  to  the  extend  known  to  the  issuer  or  to  the  offeror,  of  the  placers  in  the  various 
countries where the offer takes place.  

5.4.2 

Name and address of any paying agents and depository agents in each country. 

5.4.3. 

Name  and  address  of  the  entities  agreeing  to  underwrite  the  issue  on  a  firm  commitment 
basis,  and  name  and  address  of  the  entities  agreeing  to  place  the  issue  without  a  firm 
commitment or under “best efforts” arrangements. Indication of the material features of the 
agreements, including the quotas. Where not all of the issue is underwritten, a statement of 
the  portion  not  covered.  Indication  of  the  overall  amount  of  the  underwriting  commission 
and of the placing commission. 

5.4.4.  When the underwriting agreement has been or will be reached.  

6. 

6.1 

6.2 

6.3 

6.4 

6.5 

ADMISSION TO TRADING AND DEALING ARRANGEMENTS 

An indication as to whether the securities offered are or will be the object of an application 
for  admission  to  trading,  with  a  view  to  their  distribution  in  a  regulated  market  or  other 
equivalent  markets  with  indication  of  the  markets  in  question.  This  circumstance  must  be 
mentioned, without creating the impression that the admission to trading will necessarily be 
approved. If known, the earliest dates on which the securities will be admitted to trading. 

All the regulated markets or equivalent markets on which, to  the knowledge of the issuer, 
securities of the same class of the securities to be offered or admitted to trading are already 
admitted to trading. 

If  simultaneously  or  almost  simultaneously  with  the  creation  of  the  securities  for  which 
admission to a regulated market is being sought securities of the same class are subscribed 
for  or  placed  privately  or  if  securities  of  other  classes  are  created  for  public  or  private 
placing, give details of the nature of such operations and of the number and characteristics 
of the securities to which they relate. 

Details of the entities which have a firm commitment to act as intermediaries in secondary 
trading, providing liquidity through bid and offer rates and description of the main terms of 
their commitment. 

Stabilization: where an issuer or a selling shareholder has granted an over-allotment option 
or it is otherwise proposed that price stabilizing activities may be entered into in connection 
with an offer: 

6.5.1. 

The  fact  that  stabilization  may  be  undertaken,  that  there  is  no  assurance  that  it  will  be 
undertaken and that it may be stopped at any time,  

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6.5.2. 

The beginning and the end of the period during which stabilization may occur, 

6.5.3. 

6.5.4. 

7. 

7.1 

7.2 

7.3 

8. 

8.1. 

9. 

9.1 

9.2. 

10. 

10.1. 

10.2. 

The  identity  of  the  stabilization  manager  for  each  relevant  jurisdiction  unless  this  is  not 
known at the time of publication, 

The fact that stabilization transactions may result in a market price that is higher than would 
otherwise prevail. 

SELLING SECURITIES HOLDERS  

Name and business address of the person or entity offering to sell the securities, the nature 
of any position office or other material relationship that the selling persons has had within 
the past three years with the issuer or any of its predecessors or affiliates.

The number and class of securities being offered by each of the selling security holders. 

Lock-up agreements 
The parties involved. 
Content and exceptions of the agreement. 
Indication of the period of the lock up. 

EXPENSE OF THE ISSUE/OFFER 

The total net proceeds and an estimate of the total expenses of the issue/offer. 

DILUTION 

The amount and percentage of immediate dilution resulting from the offer. 

In the case of a subscription offer to existing equity holders, the amount and percentage of 
immediate dilution if they do not subscribe to the new offer. 

ADDITIONAL INFORMATION 

If advisors connected with an issue are mentioned in the Securities Note, a statement of the 
capacity in which the advisors have acted. 

An  indication  of  other  information  in  the  Securities  Note  which  has  been  audited  or 
reviewed by statutory auditors and where auditors have produced a report. Reproduction of 
the report or, with permission of the competent authority, a summary of the report. 

10.3.  Where a statement or report attributed to a person as an expert is included in the Securities 
Note,  provide  such  persons'  name,  business  address,  qualifications  and  material  interest  if 
any in  the  issuer. If the report has been produced at the issuer’s request a statement to the 
effect  that  such  statement  or  report  is  included,  in  the  form  and  context  in  which  it  is 
included, with the consent of the person who has authorised the contents of that part of the 
Securities Note. 

10.4.  Where  information  has  been  sourced  from  a  third  party,  provide  a  confirmation  that  this 
information has been accurately reproduced and that as far as the issuer is aware and is able 
to  ascertain  from  information  published  by  that  third  party,  no  facts  have  been  omitted 
which  would  render  the  reproduced  information  inaccurate  or  misleading.  In  addition, 
identify the source(s) of the information. 

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ANNEX IV 

Minimum Disclosure Requirements for the Debt and Derivative Securities 
Registration Document (schedule) 

(Debt and derivative securities with a denomination per unit of less than EUR 50 000) 

1. 

PERSONS RESPONSIBLE

1.1. 

1.2.

All  persons  responsible  for  the  information  given  in  the  Registration  Document  and,  as  the 
case may be, for certain parts of it, with, in the latter case, an indication of such parts. In the 
case  of  natural  persons  including  members  of  the  issuer's  administrative,  management  or 
supervisory  bodies  indicate  the  name  and  function  of  the  person;  in  case  of  legal  persons 
indicate the name and registered office. 

A  declaration  by  those  responsible  for  the  registration  document  that,  having  taken  all 
reasonable  care  to  ensure  that  such  is  the  case  the  information  contained  in  the  registration 
document  is,  to  the  best  of  their  knowledge,  in  accordance  with  the  facts  and  contains  no 
omission likely to affect its import. As the case may be, declaration by those responsible for 
certain parts of the registration document that, having taken all reasonable care to ensure that 
such is the case, the information contained in the part of the registration document for which 
they  are  responsible  is,  to  the  best  of  their  knowledge,  in  accordance  with  the  facts  and 
contains no omission likely to affect its import. 

2. 

STATUTORY AUDITORS 

2.1. 

2.2. 

Names and addresses of the issuer’s auditors for the period covered by the historical financial 
information (together with their membership in a professional body). 

If auditors have resigned, been removed or not been re-appointed during the period covered by 
the historical financial information, details if material. 

3. 

SELECTED FINANCIAL INFORMATION 

3.1. 

3.2. 

Selected historical financial information regarding the issuer, presented, for each financial year 
for the period covered by the historical financial information, and any subsequent interim 
financial period, in the same currency as the financial information. 

The selected historical financial information must provide key figures that summarise the 
financial condition of the issuer. 

If  selected  financial  information  for  interim  periods  is  provided,  comparative  data  from  the 
same period in the prior financial year must also be provided, except that the requirement for 
comparative  balance  sheet  data  is  satisfied  by  presenting  the  year  end  balance  sheet 
information. 

4. 

RISK FACTORS 

Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations 
under the securities to investors in a section headed "Risk Factors". 

5. 

INFORMATION ABOUT THE ISSUER

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5.1. 

History and development of the Issuer:

5.1.1. 

the legal and commercial name of the issuer; 

5.1.2. 

the place of registration of the issuer and its registration number; 

5.1.3. 

the date of incorporation and the length of life of the issuer, except where indefinite;  

5.1.4. 

the  domicile and  legal  form  of the  issuer, the  legislation  under which the issuer operates, its 
country  of  incorporation,  and  the  address  and  telephone  number  of  its  registered  office  (or 
principal place of business if different from its registered office);  

5.1.5. 

any  recent  events  particular  to  the  issuer  which  are  to  a  material  extent  relevant  to  the 
evaluation of the issuer’s solvency. 

5.2. 

Investments

5.2.1.  A description of the principal investments made since the date of the last published financial 

statements. 

5.2.2. 

Information  concerning  the  issuer’s  principal  future  investments,  on  which  its  management 
bodies have already made firm commitments. 

5.2.3. 

Information regarding the anticipated sources of funds needed to fulfil commitments referred 
to in item 5.2.2..

6. 

BUSINESS OVERVIEW 

6.1. 

Principal activities:

6.1.1.  A  description  of  the  issuer’s  principal  activities  stating  the  main  categories  of  products  sold 

and/or services performed; and  

6.1.2. 

an indication of any significant new products and/or activities. 

6.2. 

Principal markets

A brief description of the principal markets in which the issuer competes. 

6.3. 

The basis for any statements made by the issuer regarding its competitive position . 

7. 

ORGANISATIONAL STRUCTURE 

7.1. 

7.2. 

If  the  issuer  is  part  of  a  group,  a  brief  description  of  the  group  and  of  the  issuer's  position 
within it. 

If  the  issuer  is  dependent  upon  other  entities  within  the  group,  this  must  be  clearly  stated 
together with an explanation of this dependence.  

8.

TREND INFORMATION 

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8.1.

Include  a  statement  that  there  has  been  no  material  adverse  change  in  the  prospects  of  the 
issuer since the date of its last published audited financial statements. 

In the event that the issuer is unable to make such a statement, provide details of this material 
adverse change. 

8.2. 

Information  on  any  known  trends,  uncertainties,  demands,  commitments  or  events  that  are 
reasonably  likely  to  have  a  material  effect  on  the  issuer's  prospects  for  at  least  the  current 
financial year.  

9. 

PROFIT FORECASTS OR ESTIMATES 

If an issuer chooses to include a profit forecast or a profit estimate, the registration document 
must contain the information items 9.1 and 9.2:

9.1. 

A statement setting out the principal assumptions upon which the issuer has based its forecast, 
or estimate.  

There must be a clear distinction between assumptions about factors which the members of the 
administrative,  management  or  supervisory  bodies  can  influence  and  assumptions  about 
factors  which  are  exclusively  outside  the  influence  of  the  members  of  the  administrative, 
management  or  supervisory  bodies;  the  assumptions  must  be  readily  understandable  by 
investors,  be  specific  and  precise  and  not  relate  to  the  general  accuracy  of  the  estimates 
underlying the forecast. 

9.2. 

A report prepared by independent accountants or auditors must be included stating that in the 
opinion of the independent accountants or auditors the forecast or estimate has been properly 
compiled  on  the  basis  stated  and  that  the  basis  of  accounting  used  for  the  profit  forecast  or 
estimate is consistent with the accounting policies of the issuer. 

9.3. 

The  profit  forecast  or  estimate  must  be  prepared  on  a  basis  comparable  with  the  historical 
financial information. 

10. 

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES  

10.1.  Names,  business  addresses  and  functions  in  the  issuer  of  the  following  persons,  and  an 
indication  of  the  principal  activities  performed  by  them  outside  the  issuer  where  these  are 
significant with respect to that issuer: 

(a) members of the administrative, management or supervisory bodies; 

partners  with  unlimited  liability,  in  the  case  of  a  limited  partnership  with  a  share 

(b) 
capital.  

10.2.

Administrative, Management, and Supervisory bodies conflicts of interests

Potential conflicts of interests between any duties to the issuing entity of the persons referred 
to  in  item  10.1  and  their  private  interests  and  or  other  duties  must  be  clearly  stated.  In  the 
event that there are no such conflicts, make a statement to that effect.  

11.

BOARD PRACTICES 

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11.1.  Details  relating  to  the  issuer's  audit  committee,  including  the  names  of  committee  members 

and a summary of the terms of reference under which the committee operates. 

11.2.  A  statement  as  to  whether  or  not  the  issuer  complies  with  its  country’s  of  incorporation 
corporate  governance  regime(s).  In  the  event  that  the  issuer  does  not  comply  with  such  a 
regime a statement to that effect must be included together with an explanation regarding why 
the issuer does not comply with such regime. 

12.

MAJOR SHAREHOLDERS 

12.1. 

To the extent known to the issuer,  state whether the issuer is directly or indirectly owned or 
controlled and by whom and describe the nature of such control, and describe the measures in 
place to ensure that such control is not abused. 

12.2.  A  description  of  any  arrangements,  known  to  the  issuer,  the  operation  of  which  may  at  a 

subsequent date result in a change in control of the issuer. 

13.

FINANCIAL  INFORMATION  CONCERNING  THE  ISSUER’S  ASSETS  AND 
LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES  

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13.1.  Historical Financial Information

Audited  historical  financial  information  covering the latest 2 financial years (or such shorter 
period that the issuer has been in operation), and the audit report in respect of each year. Such 
financial information must be prepared according to Regulation (EC) No 1606/2002, or if not 
applicable to a Member States national accounting standards for issuers from the Community. 
For  third  country  issuers,  such  financial  information  must  be  prepared  according  to  the 
international  accounting  standards  adopted  pursuant  to  the  procedure  of  Article  3  of 
Regulation  (EC)  No  1606/2002  or  to  a  third  country’s  national  accounting  standards 
equivalent to these standards. If such financial information is not equivalent to these standards, 
it must be presented in the form of restated financial statements. 

The  most  recent  year’s  historical  financial  information  must  be  presented  and  prepared  in  a 
form consistent with that which will be adopted in the issuer’s next published annual financial 
statements  having  regard  to  accounting  standards  and  policies  and  legislation  applicable  to 
such annual financial statements. 

If  the  issuer  has  been  operating  in  its  current  sphere  of  economic  activity  for  less  than  one 
year,  the  audited  historical  financial  information  covering  that  period  must  be  prepared  in 
accordance with the standards applicable to annual financial statements under the Regulation 
(EC)  No  1606/2002,  or  if  not  applicable  to  a  Member  States  national  accounting  standards 
where  the  issuer  is  an  issuer  from  the  Community.  For  third  country  issuers,  the  historical 
financial  information  must  be  prepared  according  to  the  international  accounting  standards 
adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third 
country’s national accounting standards equivalent to these standards. This historical financial 
information must be audited. 

If the audited financial information is prepared according to national accounting standards, the 
financial information required under this heading must include at least: 

(a) balance sheet; 

(b) income statement;  

(c) cash flow statement; and 

(d) accounting policies and explanatory notes 

The historical annual financial information must have been independently audited or reported 
on as to whether or not, for the purposes of the registration document, it gives a true and fair 
view,  in  accordance  with  auditing  standards  applicable  in  a  Member  State  or  an  equivalent 
standard. 

13.2. 

Financial statements

If  the  issuer  prepares  both  own  and  consolidated  financial  statements,  include  at  least  the 
consolidated financial statements in the registration document.  

13.3.  Auditing of historical annual financial information

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13.3.1.  A statement  that  the historical financial information has been audited. If audit reports on the 
historical financial information have been refused by the statutory auditors or if they contain 
qualifications  or  disclaimers,  such  refusal  or  such  qualifications  or  disclaimers  must  be 
reproduced in full and the reasons given.

13.3.2.  An indication of other information in the registration document which has been audited by the 

auditors. 

13.3.3.  Where  financial  data  in  the  registration  document  is  not  extracted  from  the  issuer's  audited 

financial statements state the source of the data and state that the data is un-audited.

13.4.  Age of latest financial information

13.4.1.  The last year of audited financial information may not be older than 18 months from the date 

of the registration document.  

13.5. 

Interim and other financial information

13.5.1. 

If  the  issuer  has  published  quarterly  or  half  yearly  financial  information  since  the  date  of  its 
last  audited  financial  statements,  these  must  be  included  in  the  registration  document.  If  the 
quarterly or half yearly financial information has been reviewed or audited the audit or review 
report must also be included. If the quarterly or half yearly financial information is un-audited 
or has not been reviewed state that fact. 

13.5.2.

If the  registration  document  is  dated  more  than  nine  months  after  the end of the last audited 
financial  year,  it  must  contain  interim  financial  information,  covering  at  least  the  first  six 
months of the financial year. If the interim financial information is un-audited state that fact.  

The interim financial information must include comparative statements for the same period in 
the prior financial year, except that the requirement for comparative balance sheet information 
may be satisfied by presenting the years end balance sheet. 

13.6. 

Legal and arbitration proceedings

Information  on  any  governmental,  legal  or  arbitration  proceedings  (including  any  such 
proceedings  which  are  pending  or  threatened  of  which  the  issuer  is  aware),  during  a  period 
covering  at  least  the  previous  12  months  which  may  have,  or  have  had  in  the  recent  past, 
significant effects on the issuer and/or group's financial position or profitability, or provide an 
appropriate negative statement.  

13.7. 

Significant change in the issuer’s financial or trading position

A description of any significant change in the financial or trading position of the group which 
has  occurred  since  the  end  of  the  last  financial  period  for  which  either  audited  financial 
information or interim financial information have been published, or an appropriate negative 
statement.

14. 

ADDITIONAL INFORMATION  

14.1. 

Share Capital

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14.1.1.  The amount of the issued capital, the number and classes of the shares of which it is composed 
with details of their principal characteristics, the part of the issued capital still to be paid up, 
with  an  indication  of  the  number,  or  total  nominal  value,  and  the  type  of  the  shares  not  yet 
fully paid up, broken down where applicable according to the extent to which they have been 
paid up. 

14.2.  Memorandum and Articles of Association.

14.2.1.  The  register  and  the  entry  number  therein,  if  applicable,  and  a  description  of  the  issuer’s 
objects  and  purposes  and  where  they  can  be  found  in  the  memorandum  and  articles  of 
association. 

15. 

MATERIAL CONTRACTS 

A brief summary of all material contracts that are not entered into in the ordinary course of the 
issuer's  business,  which  could  result  in  any  group  member  being  under  an  obligation  or 
entitlement  that is material  to the issuer’s ability to meet its obligation to security holders in 
respect of the securities being issued. 

16 

THIRD  PARTY 
DECLARATIONS OF ANY INTEREST 

INFORMATION  AND  STATEMENT  BY  EXPERTS  AND 

16.1  Where a statement or report attributed to a person as an expert is included in the Registration 
Document, provide such person’s name, business address, qualifications and material interest 
if any in the issuer. If the report has been produced at the issuer’s request a statement to that 
effect that such statement or report is included, in the form and context in which it is included, 
with the consent of that person who has authorised the contents of that part of the Registration 
Document.

16.2  Where  information  has  been  sourced  from  a  third  party,  provide  a  confirmation  that  this 
information has been accurately reproduced and that as far as the issuer is aware and is able to 
ascertain  from  information  published  by  that  third  party,  no  facts  have  been  omitted  which 
would render the reproduced information inaccurate or misleading. In addition, the issuer shall 
identify the source(s) of the information 

17. 

DOCUMENTS ON DISPLAY 

A statement that for the life of the registration document the following documents (or copies 
thereof), where applicable, may be inspected: 

(a) the memorandum and articles of association of the issuer; 

(b)  all  reports,  letters,  and  other  documents,  historical  financial  information,  valuations  and 
statements prepared by any expert at the issuer's request any part of which is included or 
referred to in the registration document; 

(c) 

the historical financial information of the issuer or, in the case of a group, the historical 
financial  information  of  the  issuer  and  its  subsidiary  undertakings  for  each  of  the  two 
financial years preceding the publication of the registration document. 

An indication of where the documents on display may be inspected, by physical or electronic 
means. 

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ANNEX V

Minimum Disclosure Requirements for the Securities Note related to Debt securities 
(schedule) 
(Debt securities with a denomination per unit of less than EUR 50 000) 

1. 

PERSONS RESPONSIBLE 

1.
1 

1.
2 

All persons responsible for the information given in the prospectus and, as the case may 
be, for certain parts of it, with, in the latter case, an indication of such parts. In the case 
of  natural  persons  including  members  of  the  issuer's  administrative,  management  or 
supervisory bodies indicate the name and function of the person; in case of legal persons 
indicate the name and registered office. 

A  declaration  by  those  responsible  for  the  prospectus  that,  having  taken  all  reasonable 
care to ensure that such is the case, the information contained in the prospectus is, to the 
best of their knowledge, in accordance with the facts and contains no omission likely to 
affect its import. As the case may be, declaration by those responsible for certain parts 
of the prospectus that the information contained in the part of the prospectus for which 
they are responsible is, to the best of their knowledge, in accordance with the facts and 
contains no omission likely to affect its import. 

2. 

RISK FACTORS 

3. 

2.
1 

3.
1 

3.
2 

Prominent  disclosure  of  risk  factors  that  are  material  to  the  securities  being  offered 
and/or  admitted  to  trading  in  order  to  assess  the  market  risk  associated  with  these 
securities in a section headed “Risk Factors”. 

KEY INFORMATION 

Interest of natural and legal persons involved in the issue/offer 

A  description  of  any  interest,  including  conflicting  ones,  that  is  material  to  the 
issue/offer, detailing the persons involved and the nature of the interest. 

Reasons for the offer and use of proceeds 

Reasons for the offer if different from making profit and/or hedging certain risks. Where 
applicable, disclosure of the estimated total expenses of the issue/offer and the estimated 
net  amount  of  the  proceeds.  These  expenses  and  proceeds  shall  be  broken  into  each 
principal  intended  use  and  presented  by  order  of  priority  of  such  uses.  If  the  issuer  is 
aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, 
state the amount and sources of other funds needed.  

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4. 

INFORMATION  CONCERNING  THE  SECURITIES  TO  BE  OFFERED/ 
ADMITTED TO TRADING 

4.1  A description of the type and the class of the securities being offered and/or admitted to 
trading, including the  ISIN (International Security Identification Number) or other such 
security identification code. 

4.2  Legislation under which the securities have been created. 

4.3  An indication of whether the securities are in registered form or bearer form and whether 
the  securities  are  in  certificated  form  or  book-entry  form.  In  the  latter  case,  name  and 
address of the entity in charge of keeping the records. 

4.4 

 Currency of the securities issue. 

4.5  Ranking of the securities being offered and/or admitted to trading, including summaries 
of  any  clauses  that  are  intended  to  affect  ranking  or  subordinate  the  security  to  any 
present or future liabilities of the issuer 

4.6 

A  description  of  the  rights  attached  to  the  securities,  including  any  limitations  of  those 
rights, and procedure for the exercise of those rights. 

4.7 

The nominal interest rate and provisions relating to interest payable.  

#  The date from which interest becomes payable and the due dates for interest. 
#  The time limit on the validity of claims to interest and repayment of principal 

Where the rate is not fixed, description of the underlying on which it is based and of the 
method used to relate the two and an indication where information about the past and the 
further performance of the underlying and its volatility can be obtained. 

#  A  description  of  any  market  disruption  or  settlement  disruption  events  that 

affect the underlying 

#  Adjustment rules with relation to events concerning the underlying 
#  Name of the calculation agent 

If  the  security  has  a  derivative  component  in  the  interest  payment,  provide  a  clear  and 
comprehensive  explanation  to  help  investors  understand  how  the  value  of  their 
investment is affected by the value of the underlying instrument (s), especially under the 
circumstances when the risks are most evident. 

Maturity date and arrangements for the amortization of the loan, including the repayment 
procedures. Where advance amortization is contemplated, on the initiative of the issuer 
or of the holder, it shall be described, stipulating amortization terms and conditions 

An indication of yield. Describe the method whereby that yield is calculated in summary 
form 

Representation  of  debt  security  holders  including  an  identification  of  the  organisation 
representing  the  investors  and  provisions  applying  to  such  representation.  Indication  of 
where  the  public  may  have  access  to  the  contracts  relating  to  these  forms  of 
representation 

4.8 

4.9 

4.10 

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4.11 

4.12 

4.13 

4.14 

5 

5.1 

In the case of new issues, a statement of the resolutions, authorisations and approvals 
by virtue of which the securities have been or will be created and/or issued. 

In the case of new issues, the expected issue date of the securities. 

A description of any restrictions on the free transferability of the securities. 

In  respect  of  the  country  of  registered  office  of  the  issuer  and  the  country(ies)  where 
the offer being made or admission to trading is being sought: 

- 

Information  on  taxes  on  the  income  from  the  securities  withheld  at 

source; 

- 

Indication  as  to  whether  the  issuer  assumes  responsibility  for  the 

withholding of taxes at the source. 

TERMS AND CONDITIONS OF THE OFFER 

Conditions,  offer  statistics,  expected  timetable  and  action  required  to  apply  for 
the offer 

5.1.1  Conditions to which the offer is subject. 

5.1.2  Total  amount  of  the  issue/offer;  if  the  amount  is  not  fixed,  description  of  the 

arrangements and time for announcing to the public the definitive amount of the offer. 

5.1.3  The  time  period,  including  any  possible  amendments,  during  which  the  offer  will  be 

open and description of the application process. 

5.1.4  A  description  of  the  possibility  to  reduce  subscriptions  and  the  manner  for  refunding 

excess amount paid by applicants. 

5.1.5  Details  of  the  minimum  and/or  maximum  amount  of application, (whether in number 

of securities or aggregate amount to invest). 

5.1.6  Method and time limits for paying up the securities and for delivery of the securities. 

5.1.7  A full description of the manner and date in which results of the offer are to be made 

public. 

5.1.8  The  procedure  for  the  exercise  of  any  right  of  pre-emption,  the  negotiability  of 

subscription rights and the treatment of subscription rights not exercised.  

5.2 

Plan of distribution and allotment 

5.2.1  The various categories of potential investors to which the securities are offered. If the 
offer  is  being  made  simultaneously  in  the  markets  of  two  or  more  countries  and  if  a 
tranche has been or is being reserved for certain of these, indicate any such tranche. 

5.2.2  Process  for  notification  to  applicants  of  the  amount  allotted  and  indication  whether 

dealing may begin before notification is made. 

5.3 

Pricing 

5.3.1  An  indication  of  the  expected  price  at  which  the  securities  will  be  offered  or  the 
method of determining the price and the process for its disclosure. Indicate the amount 
of any expenses and taxes specifically charged to the subscriber or purchaser. 

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5.4 

Placing and Underwriting 

5.4.1  Name and address of the co-ordinator(s) of the global offer and of single parts of the offer 
and,  to  the  extend  known  to  the  issuer  or  to  the  offeror,  of  the  placers  in  the  various 
countries where the offer takes place. 

5.4.2  Name and address of any paying agents and depository agents in each country. 

5.4.3  Name and address of the entities agreeing to underwrite the issue on a firm commitment 
basis,  and  name  and  address  of  the  entities  agreeing  to  place  the  issue  without  a  firm 
commitment  or  under  “best  efforts”  arrangements.  Indication  of  the  material  features of 
the  agreements,  including  the  quotas.  Where  not  all  of  the  issue  is  underwritten,  a 
statement of the portion not covered. Indication of the overall amount of the underwriting 
commission and of the placing commission. 

5.4.4  When the underwriting agreement has been or will be reached.  

6 

ADMISSION TO TRADING AND DEALING ARRANGEMENTS 

6.1 

6.2 

6.3 

An  indication  as  to  whether  the  securities  offered  are  or  will  be  the  object  of  an 
application  for  admission  to  trading,  with  a  view  to  their  distribution  in  a  regulated 
market  or  other  equivalent  markets  with  indication  of  the  markets  in  question.  This 
circumstance  must  be  mentioned,  without  creating  the  impression  that  the  admission  to 
trading  will  necessarily  be  approved.  If  known,  give  the  earliest  dates  on  which  the 
securities will be admitted to trading . 

All the regulated markets or equivalent markets on which, to the knowledge of the issuer, 
securities  of  the  same  class  of  the  securities  to  be  offered  or  admitted  to  trading  are 
already admitted to trading. 

Name and address of the entities which have a firm commitment to act as intermediaries 
in secondary trading, providing liquidity through bid and offer rates and description of the 
main terms of their commitment. 

7. 

ADDITIONAL INFORMATION 

7.1 

7.2 

7.3 

If advisors connected with an issue are mentioned in the Securities Note, a statement of 
the capacity in which the advisors have acted. 

An  indication  of  other  information  in  the  Securities  Note  which  has  been  audited  or 
reviewed by statutory auditors and where auditors have produced a report. Reproduction 
of the report or, with permission of the competent authority, a summary of the report. 

Where  a  statement  or  report  attributed  to  a  person  as  an  expert  is  included  in  the 
Securities Note, provide such persons' name, business address, qualifications and material 
interest  if  any  in  the  issuer.  If  the  report  has  been  produced  at  the  issuer’s  request  a 
statement to that effect that such statement or report is included, in the form and context 
in which it is included, with the consent of that person who has authorised the contents of 
that part of the Securities Note. 

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7.4  Where information has been sourced from a third party, provide a confirmation that this 
information  has been  accurately  reproduced  and  that  as far as the  issuer is  aware and is 
able  to  ascertain  from  information  published  by  that  third  party,  no  facts  have  been 
omitted  which  would  render  the  reproduced  information  inaccurate  or  misleading.  In 
addition, identify the source(s) of the information. 

7.5  Credit  ratings  assigned  to  an  issuer  or  its  debt  securities  at  the  request  or  with  the  co-
operation  of  the  issuer  in  the  rating  process.  A  brief  explanation  of  the  meaning  of  the 
ratings if this has previously been published by the rating provider. 

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ANNEX VI 

Minimum Disclosure Requirements for Guarantees  

(Additional building block) 

1. 

NATURE OF THE GUARANTEE

A description of any arrangement intended to ensure that any obligation material to the issue will 
be  duly  serviced,  whether  in  the  form  of  guarantee,  surety,  Keep  well  Agreement,  Mono-line 
Insurance  policy  or  other  equivalent  commitment  (hereafter  referred  to  generically  as 
“guarantees” and their provider as “guarantor” for convenience). 

Without prejudice to the generality of the foregoing, such arrangements encompass commitments 
to  ensure  obligations  to  repay  debt  securities  and/or  the  payment  of  interest  and  the  description 
shall set out how the arrangement is intended to ensure that the guaranteed payments will be duly 
serviced. 

2. 

SCOPE OF THE GUARANTEE

Details  shall  be  disclosed  about  the  terms  and  conditions  and  scope  of  the  guarantee.  Without 
prejudice  to  the  generality  of  the foregoing,  these details  should  cover  any conditionality  on the 
application  of  the  guarantee  in  the  event  of  any  default  under  the  terms  of  the  security  and  the 
material  terms  of  any  Mono-line  Insurance  or  Keep  well  Agreement  between  the  issuer  and  the 
guarantor. Details must also be disclosed of any guarantor’s power of veto in relation to changes 
to the security holder’s rights, such as is often found in Mono-line Insurance. 

3 

INFORMATION TO BE DISCLOSED ABOUT THE GUARANTOR

The guarantor must disclose information about itself as if it were the issuer of that same type of 
security that is the subject of the guarantee.  

4 

DOCUMENTS ON DISPLAY

Indication  of  the  places  where  the  public  may  have  access  to  the  material  contracts  and  other 
documents relating to the guarantee.

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ANNEX VII 

Minimum Disclosure Requirements for Asset Backed Securities Registration 
Document (schedule) 

1. 

1.1 

1.2 

2. 

2.1 

3. 

3.1 

4. 

4.1 

4.2 

4.3 

4.4 

4.5 

4.6 

PERSONS RESPONSIBLE

All  persons  responsible  for  the  information  given  in  the  Registration  Document  and,  as  the 
case may be, for certain parts of it, with, in the latter case, an indication of such parts. In the 
case  of  natural  persons  including  members  of  the  issuer's  administrative,  management  or 
supervisory  bodies  indicate  the  name  and  function  of  the  person;  in  case  of  legal  persons 
indicate the name and registered office. 

A  declaration  by  those  responsible  for  the  registration  document  that,  having  taken  all 
reasonable  care  to  ensure  that  such  is  the  case,  the  information  given  in  the  registration 
document  is,  to  the  best  of their  knowledge, in  accordance  with  the  facts  and  does not  omit 
anything likely to  affect its import. As the case may be, declaration by those responsible for 
certain parts of the registration document that having taken all reasonable care to ensure that 
such is the case, the information contained in that part of the registration document for which 
they  are  responsible  is,  to  the  best  of  their  knowledge,  in  accordance  with  the  facts  and 
contains no omission likely to affect its import.  

STATUTORY AUDITORS

Names and addresses of the issuer’s auditors for the period covered by the historical financial 
information (together with any membership of any relevant professional body). 

RISK FACTORS

The document must prominently disclose risk factors in a section headed "Risk Factors" that 
are specific to the issuer and its industry.

INFORMATION ABOUT THE ISSUER:

A statement whether the issuer has been established as a special purpose vehicle or entity for 
the purpose of issuing asset backed securities;

The legal and commercial name of the issuer; 

The place of registration of the issuer and its registration number; 

The date of incorporation and the length of life of the issuer, except where indefinite; 

The domicile and legal form of the issuer, the legislation under which the issuer operates its 
country  of  incorporation  and  the  address  and  telephone  number  of  its  registered  office  (or 
principal place of business if different from its registered office). 

Description of the amount of the issuer’s authorised and issued capital and the amount of any 
capital agreed to be issued, the number and classes of the securities of which it is composed. 

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5. 

5.1 

5.2 

6. 

6.1 

7. 

7.1 

8. 

8.1 

BUSINESS OVERVIEW  

A brief description of the issuer’s principal activities.  

A  global  overview  of  the  parties  to  the  securitisation  program  including  information  on  the 
direct or indirect ownership or control between those parties. 

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

Names,  business  addresses  and  functions  in  the  issuer  of  the  following  persons,  and  an 
indication  of  the  principal  activities  performed  by  them  outside  the  issuer  where  these  are 
significant with respect to that issuer: 

(a) members of the administrative, management or supervisory bodies;  

(b) partners with unlimited liability, in the case of a limited partnership with a share capital. 

MAJOR SHAREHOLDERS 

To the extent known to the issuer, state whether the issuer is directly or indirectly owned or 
controlled and by whom, and describe the nature of such control and describe the measures in 
place to ensure that such control is not abused. 

FINANCIAL  INFORMATION  CONCERNING  THE  ISSUER’S  ASSETS  AND 
LIABILITIES, FINANCIAL POSITION, AND PROFITS AND LOSSES 

Where,  since  the  date  of  incorporation  or  establishment,  an  issuer  has  not  commenced 
operations  and  no  financial  statements  have  been  made  up  as  at  the  date  of  the  registration 
document, a statement to that effect shall be provided in the registration document. 

8.2 

Historical Financial Information  

Where, since the date of incorporation or establishment, an issuer has commenced operations 
and financial statements have been made up, the registration document must contain audited 
historical financial information covering the latest 2 financial years (or shorter period that the 
issuer  has  been  in  operation)  and  the  audit  report  in  respect  of  each  year.  Such  financial 
information  must  be  prepared  according  to  Regulation  (EC)  No  1606/2002  ,  or  if  not 
applicable to a Member’s State national accounting standards for issuers from the Community. 
For  third  country  issuers,  such  financial  information  must  be  prepared  according  to  the 
international  accounting  standards  adopted  pursuant  to  the  procedure  of  Article  3  of 
Regulation  (EC)  No  1606/2002  or  to  a  third  country’s  national  accounting  standards 
equivalent  to  these  standards.  If  such  financial  information  is  not  equivalent  to  these 
standards, it must be presented in the form of restated financial statements. 

The  most  recent  year's  historical  financial  information  must  be  presented  and  prepared  in  a 
form consistent with that which will be adopted in the issuer’s next annual published financial 
statements  having  regard  to  accounting  standards  and  policies  and  legislation  applicable  to 
such annual financial statements. 

If  the  issuer  has  been  operating  in  its  current  sphere  of  economic  activity  for  less  than  one 
year,  the  audited  historical  financial  information  covering  that  period  must  be  prepared  in 
accordance with the standards applicable to annual financial statements under Regulation (EC) 
No  1606/2002,  or if not applicable to a Member States national accounting  standards where 

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the  issuer  is  from  the  Community.  For  third  country  issuers,  the  historical  financial 
information  must  be  prepared  according  to  the  international  accounting  standards  adopted 
pursuant  to  the  procedure  of  Article  3  of  Regulation  (EC)  No  1606/2002  or  to  a  third 
country’s national accounting standards equivalent to these standards. This historical financial 
information must be audited. 

If the audited financial information is prepared according to national accounting standards, the 
financial information required under this heading must include at least the following: 

(a) the balance sheet; 

(b) the income statement; 

(c) the accounting policies and explanatory notes. 

The historical annual financial information must be independently audited or reported on as to 
whether or not, for the purposes of the registration document, it gives a true and fair view, in 
accordance with auditing standards applicable in a Member State or an equivalent standard.  

8.2 bis  This  paragraph  may  be  used  only  for  issues  of  asset  backed  securities  having  a 

denomination per unit of at least EUR 50,000.

Where, since the date of incorporation or establishment, an issuer has commenced operations 
and financial statements have been made up, the registration document must contain audited 
historical financial information covering the latest 2 financial years (or shorter period that the 
issuer  has  been  in  operation)  and  the  audit  report  in  respect  of  each  year.  Such  financial 
information  must  be  prepared  according  to  Regulation  (EC)  No  1606/2002  or,  if  not 
applicable,  to  a  Member’s  State  national  accounting  standards  for  issuers  from  the 
Community. For third country issuers, such financial information must be prepared according 
to  the  international  accounting  standards  adopted  pursuant  to  the  procedure  of  Article  3  of 
Regulation  (EC)  No  1606/2002  or  to  a  third  country’s  national  accounting  standards 
equivalent  to  these  standards.  Otherwise,  the  following  information  must  be  included  in  the 
registration document: 

(a) a  prominent  statement  that  the  financial  information  included  in  the  registration 
document  has  not  been  prepared  in  accordance  with  the  international  accounting 
standards  adopted  pursuant  to  the  procedure  of  Article  3  of  Regulation  (EC)  No 
1606/2002 and that there may be material differences in the financial information had 
Regulation (EC) No 1606/2002 been applied to the historical financial information;  

(b) immediately  following  the  historical  financial  information  a  narrative  description  of 
the differences between the international accounting standards adopted pursuant to the 
procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles 
adopted by the issuer in preparing its annual financial statements. 

The  most  recent  year’s  historical  financial  information  must  be  presented  and  prepared  in  a 
form  consistent  with  that  which  will  be  adopted  in  the  issuer’s  next  annual  financial 
statements  having  regard  to  accounting  standards  and  policies  and  legislation  applicable  to 
such annual financial statements. 

If the audited financial information is prepared according to national accounting standards, the 
financial information required under this heading must include at least the following: 

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(a) the balance sheet; 

(b) the income statement;(c) the accounting policies and explanatory notes. 

The historical annual financial information must be independently audited or reported on as to 
whether or not, for the purposes of the registration document, it gives a true and fair view, in 
accordance  with  auditing  standards  applicable  in  a  Member  State  or  an  equivalent  standard. 
Otherwise, the following information must be included in the Registration Document: 

a) a prominent statement disclosing which auditing standards have been applied; 

b) an explanation of any significant departures from International Standards on Auditing.

8.3 

Legal and arbitration proceedings 

Information  on  any  governmental,  legal  or  arbitration  proceedings  (including  any  such 
proceedings which are pending or threatened of which the company is aware), during a period 
covering  at  least  the  previous  12  months,  which  may  have,  or  have  had  in  the  recent  past, 
significant effects on the issuer and/or group’s financial position or profitability, or provide an 
appropriate negative statement. 

8.4 

Material adverse change in the issuer’s financial position

Where an issuer has prepared financial statements, include a statement that there has been no 
material adverse change in the financial position or prospects of the issuer since the date of its 
last  published  audited  financial  statements.  Where  a  material  adverse  change  has  occurred, 
this must be disclosed in the registration document. 

9. 

THIRD  PARTY  INFORMATION  AND  STATEMENT  BY  EXPERTS  AND 
DECLARATIONS OF ANY INTEREST 

9.1 

9.2 

Where a statement or report attributed to a person as an expert is included in the Registration 
Document, provide such person’s name, business address, qualifications and material interest 
if any in the issuer. If the report has been produced at the issuer’s request a statement to that 
effect that such statement or report is included, in the form and context in which it is included, 
with the consent of that person who has authorised the contents of that part of the Registration 
Document. 

Where  information  has  been  sourced  from  a  third  party,  provide  a  confirmation  that  this 
information has been accurately reproduced and that as far as the issuer is aware and is able to 
ascertain  from  information  published  by  that  third  party,  no  facts  have  been  omitted  which 
would render the reproduced information inaccurate or misleading In addition, the issuer shall 
identify the source(s) of the information

10.  DOCUMENTS ON DISPLAY 

10.1 

A statement that for the life of the registration document the following documents (or copies 
thereof), where applicable, may be inspected: 

a 

b 

the memorandum and articles of association of the issuer; 

all reports, letters, and other documents, historical financial information, valuations and 
statements prepared by any expert at the issuer’s request any part of which is included or 

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referred to in the registration document;  

c 
the historical financial information of the issuer or, in the case of a group, the historical 
financial information of the issuer and its subsidiary undertakings for each of the two financial 
years preceding the publication of the registration document. 

An indication of where the documents on display may be inspected, by physical or electronic 
means. 

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 ANNEX VIII 

Minimum Disclosure Requirements for the Asset Backed Securities additional 
Building Block 

1 

1.1 

1.2 

2 

2.1 

2.2 

2.2.1 

2.2.2 

2.2.3 

2.2.4 

2.2.5 

2.2.6 

2.2.7 

2.2.8 

2.2.9 

THE SECURITIES

The minimum denomination of an issue 

Where  information  is  disclosed  about  an  undertaking/obligor  which  is  not  involved  in  the 
issue,  provide  a  confirmation  that  the  information  relating  to  the  undertaking/obligor  has 
been  accurately  reproduced  from  information  published  by  the  undertaking/obligor.  So  far 
as  the  issuer  is  aware  and  is  able  to  ascertain  from  information  published  by  the 
undertaking/obligor  no  facts  have  been  omitted  which  would  render  the  reproduced 
information misleading. 

In  addition,  identify  the  source(s)  of  information  in  the  Securities  Note  that  has  been 
reproduced from information published by an undertaking/obligor.

THE UNDERLYING ASSETS

Confirmation  that  the  securitised  assets  backing  the  issue  have  characteristics  that 
demonstrate  capacity  to  produce  funds  to  service  any  payments  due  and  payable  on  the 
securities. 

In respect of a pool of discrete assets backing the issue: 

The legal jurisdiction by which the pool of assets is governed 

(a) 

(b) 

In the case of a small number of easily identifiable obligors, a general description of 
each obligor. 

In all other cases, a description of: the general characteristics of the obligors; and the 
economic  environment,  as  well  as  global  statistical  data  referred  to  the  securitised 
assets. 

the legal nature of the assets; 

the expiry or maturity date(s) of the assets; 

the amount of the assets; 

loan to value ratio or level of collateralisation; 

the method of origination or creation of the assets, and for loans and credit agreements, the 
principal lending criteria and an indication of any loans which do not meet these criteria and 
any rights or obligations to make further advances; 

an indication of significant representations and collaterals given to the issuer relating to the 
assets; 

any rights to substitute the assets and a description of the manner in which and the type of 
assets  which  may  be  so  substituted;  if  there  is  any  capacity  to  substitute  assets  with  a 
different class or quality of assets a statement to that effect together with a description of the 
impact of such substitution; 

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2.2.10 

2.2.11 

2.2.12 

2.2.13 

2.2.14 

2.2.15 

2.2.16 

2.3 

2.3.1 

2.3.2 

a  description  of  any  relevant  insurance  policies  relating  to  the  assets.  Any  concentration 
with one insurer must be disclosed if it is material to the transaction. 

Where  the  assets  comprise  obligations  of  5  or  fewer  obligors  which  are  legal  persons  or 
where an obligor accounts for 20% or more of the assets, or where an obligor accounts for a 
material portion of the assets, so far as the issuer is aware and/or is able to ascertain from 
information published by the obligor(s) indicate either of the following: 

(a) 

(b) 

information  relating  to  each  obligor  as  if  it  were  an  issuer  drafting  a  Registration 
Document  for  debt  and  derivative  securities  with  an  individual  denomination  of  at 
least EUR 50 000;  

if an obligor or guarantor has securities already admitted to trading on a regulated or 
equivalent  market  or  the  obligations  are  guaranteed  by  an  entity  admitted  to  trading 
on  a  regulated  or  equivalent  market,  the  name,  address,  country  of  incorporation, 
nature of business and name of the market in which its securities are admitted. 

If  a  relationship  exists  that  is  material  to  the  issue,  between  the  issuer,  guarantor  and 
obligor, details of the principal terms of that relationship. 

Where  the  assets  comprise  obligations  that  are  not  traded  on  a  regulated  or  equivalent 
market, a description of the principal terms and conditions of the obligations. 

Where  the  assets  comprise  equity  securities  that  are  admitted  to  trading  on  a  regulated  or 
equivalent market indicate the following: 

e) a description of the securities;  

f) a  description  of  the  market  on  which  they  are  traded  including  its  date  of 
establishment,  how  price  information  is  published,  an  indication  of  daily  trading 
volumes, information as to the standing of the market in the country and the name of 
the market’s regulatory authority;  

g) the frequency with which prices of the relevant securities, are published. 

Where more than ten (10) per cent of the assets comprise equity securities that are not traded 
on a regulated or equivalent market, a description of those equity securities and equivalent 
information to that contained in the schedule for share Registration Document in respect of 
each issuer of those securities. 

Where a material portion of the assets are secured on or backed by real property, a valuation 
report  relating  to  the  property  setting  out  both  the  valuation  of  the  property  and  cash 
flow/income streams. 

Compliance  with  this  disclosure  is  not  required  if  the  issue  is  of  securities  backed  by 
mortgage  loans  with  property  as  security,  where  there  has  been  no  revaluation  of  the 
properties for the purpose of the issue, and it is clearly stated that the valuations quoted are 
as at the date of the original initial mortgage loan origination. 

In respect of an actively managed pool of assets backing the issue: 

equivalent information to that contained in items 2.1 and 2.2 to allow an assessment of the 
type, quality,  sufficiency and liquidity  of the  asset types in the portfolio which will secure 
the issue;

the  parameters  within  which  investments  can  be  made,  the  name  and  description  of  the 
entity responsible for such management including a description of that entity’s expertise and 

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2. 4 

3 

3.1 

3.2 

3.3 

3.4 

3.4.1 

3.4.2 

3.4.3 

3.4.4 

3.4.5 

3.4.6 

3.4.7 

3.5 

3.6 

3.7 

experience,  a  summary  of  the  provisions  relating  to  the  termination  of the  appointment  of 
such  entity  and  the  appointment  of  an  alternative  management  entity, and  a  description  of 
that entity’s relationship with any other parties to the issue. 

Where an issuer proposes to issue further securities backed by the same assets, a prominent 
statement  to  that  effect  and  unless  those  further  securities  are  fungible  with  or  are 
subordinated to those classes of existing debt, a description of how the holders of that class 
will be informed. 

STRUCTURE AND CASH FLOW 

Description of the structure of the transaction, including, if necessary, a structure diagram. 

Description  of  the  entities  participating  in  the  issue  and  description  of  the  functions  to  be 
performed by them. 

Description of the method and date of the sale, transfer, novation or assignment of the assets 
or  of  any  rights  and/or  obligations  in  the  assets  to  the  issuer  or,  where  applicable,  the 
manner and time period in which the proceeds from the issue will be fully invested by the 
issuer. 

An explanation of the flow of funds including: 

how  the  cash  flow  from  the  assets  will  meet  the  issuer’s  obligations  to  holders  of  the 
securities,  including,  if  necessary,  a  financial  service  table  and  a  description  of  the 
assumptions used in developing the table; 

information on any credit enhancements, an indication of where material potential liquidity 
shortfalls  may  occur  and  the  availability  of  any  liquidity  supports  and  indication  of 
provisions designed to cover interest/principal shortfall risks; 

without prejudice to item 3.4.2, details of any subordinated debt finance; 

an  indication  of  any  investment  parameters  for  the  investment  of  temporary  liquidity 
surpluses and description of the parties responsible for such investment; 

how payments are collected in respect of the assets; 

the order of priority of payments made by the issuer to the holders of the class of securities 
in question; 

details of any other arrangements upon which payments of interest and principal to investors 
are dependent; 

the  name,  address  and  significant  business  activities  of  the  originators  of  the  securitised 
assets. 

Where the return on, and/or repayment of the security is linked to the performance or credit 
of other assets which are not assets of the issuer, items 2.2 and 2.3 are necessary; 

together  with  a  summary  of 

the name, address and significant business activities of the administrator, calculation agent 
or  equivalent, 
the  administrator’s/calculation  agents 
responsibilities,  their  relationship  with  the  originator  or  the  creator  of  the  assets  and  a 
summary  of  the  provisions  relating  to  the  termination  of  the  appointment  of  the 
administrator/calculation 
alternative 
administrator/calculation agent; 

appointment 

agent 

and 

the 

an 

of 

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3.8 

the names and addresses and brief description of:  

any swap counterparties and any providers of other material forms of credit/liquidity 

(a) 
enhancement;  

(b) 

the banks with which the main accounts relating to the transaction are held. 

4. 

4.1 

POST ISSUANCE REPORTING 

Indication  in  the  prospectus  whether  or  not  it  intends  to  provide  post-issuance  transaction 
information  regarding  securities  to  be  admitted  to  trading  and  the  performance  of  the 
underlying  collateral.  Where  the  issuer  has  indicated  that  it  intends  to  report  such 
information,  specify  in  the  prospectus  what  information  will  be  reported,  where  such 
information  can  be  obtained,  and  the  frequency  with  which  such  information  will  be 
reported.

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ANNEX IX 

Minimum Disclosure Requirements for the Debt and Derivative securities 
Registration Document (schedule) 

(Debt and derivative securities with a denomination per unit of at least EUR 50 000)

1. 

1.1. 

1.2.

2. 

2.1. 

2.2. 

3 

3.1 

4. 

4.1. 

PERSONS RESPONSIBLE

All persons responsible for the information given in the Registration Document and, as the 
case may be, for certain parts of it, with, in the latter case, an indication of such parts. In 
the case of natural persons including members of the issuer's administrative, management 
or  supervisory  bodies  indicate  the  name  and  function  of  the  person;  in  case  of  legal 
persons indicate the name and registered office. 

A  declaration  by  those  responsible  for  the  registration  document  that,  having  taken  all 
reasonable care to ensure that such is the case, the information contained in the registration 
document is, to the best of their knowledge, in accordance with the facts and contains no 
omission likely to affect its import. As the case may be, declaration by those responsible 
for  certain  parts  of  the  registration  document  that,  having  taken  all  reasonable  care  to 
ensure  that  such  is  the  case,  the  information  contained  in  the  part  of  the  registration 
document for which they are responsible is, to the best of their knowledge, in accordance 
with the facts and contains no omission likely to affect its import. 

STATUTORY AUDITORS 

Names  and  addresses  of  the  issuer’s  auditors  for  the  period  covered  by  the  historical 
financial information (together with their membership in a professional body). 

If  auditors  have  resigned,  been  removed  or  not  been  re-appointed  during  the  period 
covered by the historical financial information, details if material. 

RISK FACTORS 

Prominent  disclosure  of  risk  factors  that  may  affect  the  issuer’s  ability  to  fulfil  its 
obligations under the securities to investors in a section headed "Risk Factors". 

INFORMATION ABOUT THE ISSUER 

History and development of the Issuer:

4.1.1. 

the legal and commercial name of the issuer; 

4.1.2. 

the place of registration of the issuer and its registration number; 

4.1.3. 

the date of incorporation and the length of life of the issuer, except where indefinite; 

4.1.4. 

the domicile and legal form of the issuer, the legislation under which the issuer operates, 
its country of incorporation, and the address and telephone number of its registered office 
(or principal place of business if different from its registered office; 

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4.1.5. 

5. 

5.1. 

5.1.1. 

5.1.2. 

6. 

6.1. 

6.2. 

7. 

7.1. 

any recent events particular to the issuer and which are to a material extent relevant to the 
evaluation of the issuer’s solvency. 

BUSINESS OVERVIEW 

Principal activities:

A  brief  description  of  the  issuer’s  principal  activities  stating  the  main  categories  of 
products sold and/or services performed; 

The basis for any statements in the registration document made by the issuer regarding its 
competitive position. 

ORGANISATIONAL STRUCTURE 

If the issuer is part of a group, a brief description of the group and of the issuer's position 
within it. 

If the issuer is dependent upon other entities within the group, this must be clearly stated 
together with an explanation of this dependence. 

TREND INFORMATION 

Include a statement that there has been no material adverse change in the prospects of the 
issuer since the date of its last published audited financial statements.  

In  the  event  that  the  issuer  is  unable  to  make  such  a  statement,  provide  details  of  this 
material adverse change.

8. 

PROFIT FORECASTS OR ESTIMATES 

If an issuer chooses to include a profit forecast or a profit estimate , 

the registration document must contain the information items 8.1 and 8.2 the following: 

8.1. 

A  statement  setting  out  the  principal  assumptions  upon  which  the  issuer  has  based  its 
forecast, or estimate.  

There must be a clear distinction between assumptions about factors which the members of 
the  administrative,  management  or  supervisory  bodies  can  influence  and  assumptions 
about  factors  which  are  exclusively  outside  the  influence  of  the  members  of  the 
administrative, management or supervisory bodies; be readily understandable by investors; 
be specific and precise; and not relate to the general accuracy of the estimates underlying 
the forecast. 

Any  profit  forecast  set  out  in  the  registration  document  must  be  accompanied  by  a 
statement confirming that the said forecast has been properly prepared on the basis stated 
and that the basis of accounting is consistent with the accounting policies of the issuer. 

The profit forecast or estimate must be prepared on a basis comparable with the historical 
financial information.

8.2. 

8.3. 

9. 

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES  

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9.1 

Names,  business  addresses  and  functions  in  the  issuer  of  the  following  persons,  and  an 
indication of the principal activities performed by them outside the issuer where these are 
significant with respect to that issuer: 

(a) members of the administrative, management or supervisory bodies;  
(b) partners  with  unlimited  liability,  in  the  case  of  a  limited  partnership  with  a 

share capital.  

9.2 

Administrative, Management, and Supervisory bodies conflicts of interests

Potential  conflicts  of  interests  between  any  duties  to  the  issuing  entity  of  the  persons 
referred to in item 9.1 and their private interests and or other duties must be clearly stated. 
In the event that there are no such conflicts, a statement to that effect. 

10. 

MAJOR SHAREHOLDERS 

10.1. 

10.2. 

11. 

To the extent known to the issuer, state whether the issuer is directly or indirectly owned 
or  controlled  and  by  whom,  and  describe  the  nature  of  such  control,  and  describe  the 
measures in place to ensure that such control is not abused. 

A description of any arrangements, known to the issuer, the operation of which may at a 
subsequent date result in a change in control of the issuer. 

FINANCIAL  INFORMATION  CONCERNING  THE  ISSUER’S  ASSETS  AND 
LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES  

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11.1. 

Historical Financial Information

Audited  historical  financial  information  covering  the  latest  2  financial  years  (or  such 
shorter period that the issuer has been in operation), and the audit report in respect of each 
year.  Such  financial  information  must  be  prepared  according  to  Regulation  (EC)  No 
1606/2002  s,  or  if  not  applicable  to  a  Member’s  State  national  accounting  standards  for 
issuers from the Community. For third country issuers, such financial information must be 
prepared  according  to  the  international  accounting  standards  adopted  pursuant  to  the 
procedure  of Article  3  of Regulation  (EC)  No 1606/2002  or to  a  third country’s national 
accounting  standards  equivalent  to  these  standards. Otherwise, the  following  information 
must be included in the registration document: 

(a) a  prominent  statement  that  the  financial  information  included  in  the  registration 
document  has  not  been  prepared  in  accordance  with  the  international  accounting 
standards  adopted  pursuant  to  the  procedure  of  Article  3  of  Regulation  (EC)  No 
1606/2002 and that there may be material differences in the financial information had 
Regulation (EC) No 1606/2002 been applied to the historical financial information  

(b) immediately  following  the  historical  financial  information  a  narrative  description  of 
the differences between the international accounting standards adopted pursuant to the 
procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles 
adopted by the issuer in preparing its annual financial statements 

The most recent year's historical financial information must be presented and prepared in a 
form  consistent  with  that  which  will  be  adopted  in  the  issuer’s  next  published  annual 
financial  statements  having  regard  to  accounting  standards  and  policies  and  legislation 
applicable to such annual financial statements. 

If the audited financial information is prepared according to national accounting standards, 
the financial information required under this heading must include at least the following: 

(a) the balance sheet; 

(b) the income statement; 

(c) the accounting policies and explanatory notes. 

The  historical  annual financial information must be independently audited or reported on 
as to whether or not, for the purposes of the registration document, it gives a true and fair 
view, in accordance with auditing standards applicable in a Member State or an equivalent 
standard.  Otherwise,  the  following  information  must  be  included  in  the  registration 
document: 

a) a prominent statement disclosing which auditing standards have been applied; 
b)  an explanation of any significant departures from International Standards on 

Auditing 

11.2. 

Financial statements

If the issuer prepares both own and consolidated financial statements, include at least the 
consolidated financial statements in the registration document.  

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11.3. 

Auditing of historical annual financial information

11.3.1. 

A  statement that  the  historical  financial  information  has been audited. If audit reports on 
the  historical  financial  information  have  been  refused  by  the  statutory  auditors  or if they 
contain  qualifications  or  disclaimers,  such  refusal  or  such  qualifications  or  disclaimers 
must be reproduced in full and the reasons given.

11.3.2. 

An indication of other information in the registration document which has been audited by 
the auditors. 

11.3.3.  Where financial data in the registration document is not extracted from the issuer's audited 

financial statements, state the source of the data and state that the data is unaudited.

11.4. 

Age of latest financial information

11.4.1. 

The  last  year of audited financial information may not be older than 18 months from the 
date of the registration document.  

11.5. 

Legal and arbitration proceedings

Information  on  any  governmental,  legal  or  arbitration  proceedings  (including  any  such 
proceedings which are pending or threatened of which the issuer is aware), during a period 
covering at least the previous 12 months which may have, or have had in the recent past, 
significant effects on the issuer and/or group's financial position or profitability, or provide 
an appropriate negative statement. 

11.6. 

Significant change in the issuer’s financial or trading position

A  description  of  any  significant  change  in  the  financial  or  trading  position  of  the  group 
which  has  occurred  since  the  end  of  the  last  financial  period  for  which  either  audited 
financial  information  or  interim  financial  information  have  been  published,  or  an 
appropriate negative statement.

12. 

MATERIAL CONTRACTS 

A brief summary of all material contracts that are not entered into in the ordinary course of 
the issuer's business, which could result in any group member being under an obligation or 
entitlement that is material to the issuer’s ability to meet its obligation to security holders 
in respect of the securities being issued. 

13. 

13.1 

THIRD  PARTY  INFORMATION  AND  STATEMENT  BY  EXPERTS  AND 
DECLARATIONS OF ANY INTEREST 

Where  a  statement  or  report  attributed  to  a  person  as  an  expert  is  included  in  the 
Registration Document, provide such person’s name, business address, qualifications and 
material interest if any in the issuer. If the report has been produced at the issuer’s request 
a statement to that effect that such statement or report is included, in the form and context 
in which it is included, with the consent of that person who has authorised the contents of 
that part of the Registration Document. 

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13.2 

THIRD PARTY INFORMATION 

Where  information  has  been  sourced  from  a  third  party,  provide  a  confirmation  that  this 
information  has  been  accurately  reproduced  and  that  as  far  as  the  issuer  is  aware  and  is 
able to ascertain from information published by that third party, no facts have been omitted 
which  would  render  the  reproduced  information  inaccurate  or  misleading;  in  addition, 
identify the source(s) of the information. 

14. 

DOCUMENTS ON DISPLAY 

A  statement  that  for  the  life  of  the  registration  document  the  following  documents  (or 
copies thereof), where applicable, may be inspected: 

(a) the memorandum and articles of association of the issuer; 
(b) all reports, letters, and other documents, historical financial information, valuations 
and statements prepared by any expert  at the issuer's request  any part of which is 
included or referred to in the registration document; 

(c) the  historical  financial  information  of  the  issuer  or,  in  the  case  of  a  group,  the 
historical  financial  information  of  the  issuer  and  its  subsidiary  undertakings  for 
each  of  the  two  financial  years  preceding  the  publication  of  the  registration 
document. 

An  indication  of  where  the  documents  on  display  may  be  inspected,  by  physical  or 
electronic means. 

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ANNEX X 

Minimum Disclosure Requirements for the Depository Receipts issued over shares 
(schedule) 

INFORMATION ABOUT THE ISSUER OF THE UNDERLYING SHARES 

1. 

1.1. 

1.2. 

2. 

2.1. 

2.2.

3. 

3.1. 

3.2. 

 PERSONS RESPONSIBLE 

All persons responsible for the information given in the prospectus and, as the case may 
be, for certain parts of it, with, in the latter case, an indication of such parts. In the case of 
natural  persons  including  members  of  the  issuer's  administrative,  management  or 
supervisory bodies indicate the name and function of the person; in case of legal persons 
indicate the name and registered office. 

A  declaration  by  those  responsible  for  the  prospectus  that,  having  taken  all  reasonable 
care to ensure that such is the case, the information contained in the prospectus is, to the 
best of their knowledge, in  accordance with the facts and contains no omission likely to 
affect its import. As the case may be, declaration by those responsible for certain parts of 
the  prospectus  that,  having  taken  all  reasonable  care  to  ensure  that  such  is  the  case,  the 
information contained in the part of the prospectus for which they are responsible is, to the 
best  of their  knowledge, in  accordance  with  the  facts and contains no omission likely to 
affect its import. 

STATUTORY AUDITORS 

Names  and  addresses  of  the  issuer’s  auditors  for  the  period  covered  by  the  historical 
financial information (together with their membership in a professional body). 

If  auditors  have  resigned,  been  removed  or  not  been  re-appointed  during  the  period 
covered by the historical financial information, indicate details if material. 

SELECTED FINANCIAL INFORMATION  

Selected historical financial information regarding the issuer, presented for each financial 
year  for  the  period  covered  by  the  historical  financial  information,  and  any  subsequent 
interim financial period, in the same currency as the financial information. 

The selected historical financial information must provide the key figures that summarise 
the financial condition of the issuer. 

If  selected  financial  information  for  interim  periods  is  provided,  comparative  data  from 
the  same  period  in  the  prior  financial  year  shall  also  be  provided,  except  that  the 
requirement for comparative balance sheet information is satisfied by presenting the year 
end balance sheet information. 

4. 

RISK FACTORS

Prominent  disclosure  of  risk  factors  that  are  specific  to  the  issuer  or  its  industry  in  a 
section headed "Risk Factors". 

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5. 

5.1. 

5.1.1. 

5.1.2. 

5.1.3. 

5.1.4. 

INFORMATION ABOUT THE ISSUER 

History and Development of the Issuer.

the legal and commercial name of the issuer; 

the place of registration of the issuer and its registration number; 

the date of incorporation and the length of life of the issuer, except where indefinite; 

the domicile and legal form of the issuer, the legislation under which the issuer operates, 
its country of incorporation, and the address and telephone number of its registered office 
(or principal place of business if different from its registered office);  

5.1.5. 

the important events in the development of the issuer's business.  

5.2. 

Investments

5.2.1. 

5.2.2. 

5.2.3. 

6. 

6.1. 

6.1.1. 

6.1.2. 

A  description,  (including  the  amount)  of  the  issuer's  principal  investments  for  each 
financial year for the period covered by the historical financial information up to the date 
of the prospectus; 

A description of the issuer’s principal investments that are currently in progress, including 
the distribution of these investments geographically (home and abroad) and the method of 
financing (internal or external);  

Information concerning the issuer's principal future investments on which its management 
bodies have already made firm commitments.  

BUSINESS OVERVIEW

Principal Activities

A description  of, and  key factors  relating  to,  the  nature  of the issuer's operations and its 
principal activities, stating the main categories of products sold and/or services performed 
for each financial year for the period covered by the historical financial information; 

An  indication  of any significant  new products  and/or  services  that  have  been  introduced 
and,  to  the  extent  the  development  of  new  products  or  services  has  been  publicly 
disclosed, give the status of development. 

6.2. 

Principal Markets

A  description  of  the  principal  markets  in  which  the  issuer  competes,  including  a 
breakdown  of  total  revenues  by  category  of  activity  and  geographic  market  for  each 
financial year for the period covered by the historical financial information.  

6.3. 

Where  the  information  given  pursuant  to  items  6.1.  and  6.2.  has  been  influenced  by 
exceptional factors, mention that fact. 

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6.4. 

6.5. 

7. 

7.1. 

7.2. 

8. 

8.1. 

8.2. 

9. 

9.1. 

If  material  to  the  issuer's  business  or  profitability,  disclose  summary  information 
regarding  the  extent  to  which  the  issuer  is  dependent,  on  patents  or  licences,  industrial, 
commercial or financial contracts or new manufacturing processes. 

The basis for any statements made by the issuer regarding its competitive position.  

ORGANIZATIONAL STRUCTURE

If  the  issuer  is  part  of  a  group,  a  brief  description  of  the  group  and  the  issuer's  position 
within the group. 

A list of the issuer's significant subsidiaries, including name, country of incorporation or 
residence,  proportion  of  ownership  interest  and,  if  different,  proportion  of  voting  power 
held. 

PROPERTY, PLANTS AND EQUIPMENT 

Information  regarding  any  existing  or  planned  material  tangible  fixed  assets,  including 
leased properties, and any major encumbrances thereon.  

A  description  of  any  environmental  issues  that  may  affect  the  issuer’s  utilisation  of  the 
tangible fixed assets. 

OPERATING AND FINANCIAL REVIEW 

Financial Condition

To  the  extent  not  covered  elsewhere  in  the  prospectus,  provide  a  description  of  the 
issuer’s  financial  condition,  changes  in  financial  condition  and  results  of  operations  for 
each  year  and  interim  period,  for  which  historical  financial  information  is  required, 
including the causes of material changes from year to year in the financial information to 
the extent necessary for an understanding of the issuer’s business as a whole.

9.2. 

Operating Results

9.2.1. 

9.2.2. 

9.2.3. 

10. 

10.1. 

10.2. 

Information  regarding  significant  factors,  including  unusual  or  infrequent  events  or  new 
developments,  materially  affecting  the  issuer's  income  from  operations,  indicating  the 
extent to which income was so affected. 

Where the financial statements disclose material changes in net sales or revenues, provide 
a narrative discussion of the reasons for such changes.  

Information  regarding any governmental, economic, fiscal, monetary or political policies 
or  factors  that  have  materially  affected,  or  could  materially  affect,  directly  or  indirectly, 
the issuer's operations. 

CAPITAL RESOURCES  

Information concerning the issuer’s capital resources (both short and long term);

An explanation of the sources and amounts of and a narrative description of the issuer's 
cash flows; 

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10.3. 

10.4. 

10.5. 

Information on the borrowing requirements and funding structure of the issuer;  

Information regarding any restrictions on the use of capital resources that have materially 
affected, or could materially affect, directly or indirectly, the issuer’s operations. 

Information  regarding  the  anticipated  sources  of  funds  needed  to  fulfil  commitments 
referred to in items 5.2.3. and 8.1. 

11. 

RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES

Where  material,  provide  a  description  of  the  issuer's  research  and  development  policies 
for  each  financial  year  for  the  period  covered  by  the  historical  financial  information, 
including the amount spent on issuer-sponsored research and development activities. 

12. 

12.1.

12.2. 

TREND INFORMATION 

The most significant recent trends in production, sales and inventory, and costs and selling 
prices since the end of the last financial year to the date of the prospectus.  

Information on any known trends, uncertainties, demands, commitments or events that are 
reasonably likely to have a material effect on the issuer's prospects for at least the current 
financial year.  

13. 

PROFIT FORECASTS OR ESTIMATES 

If  an  issuer  chooses  to  include  a  profit  forecast  or  a  profit  estimate  the  prospectus  must 
contain the information items 13.1 and 13.2: 

13.1. 

A  statement  setting  out  the  principal  assumptions  upon  which  the  issuer  has  based  its 
forecast, or estimate. 

There must be a clear distinction between assumptions about factors which the members 
of  the  administrative,  management  or  supervisory  bodies  can  influence  and  assumptions 
about  factors  which  are  exclusively  outside  the  influence  of  the  members  of  the 
administrative,  management  or  supervisory  bodies;  the  assumptions  must  be  readily 
understandable by investors, be specific and precise and not relate to the general accuracy 
of the estimates underlying the forecast.

A report prepared by independent accountants or auditors stating that in the opinion of the 
independent  accountants  or auditors  the  forecast  or estimate  has been properly compiled 
on the basis stated and that the basis of accounting used for the profit forecast or estimate 
is consistent with the accounting policies of the issuer. 

The profit forecast or estimate prepared on a basis comparable with the historical financial 
information. 

If  the  issuer  has  published  a  profit  forecast  in  a  prospectus  which  is  still  outstanding, 
provide a statement setting out whether or not that forecast is still correct as at the time of 
the  prospectus,  and  an  explanation  of  why  such  forecast  is  no  longer  valid  if  that  is  the 
case. 

13.2. 

13.3. 

13.4. 

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14. 

14.1. 

ADMINISTRATIVE,  MANAGEMENT,  AND  SUPERVISORY  BODIES  AND 
SENIOR MANAGEMENT 

Names,  business  addresses  and  functions  in  the  issuer  of  the  following  persons  and  an 
indication of the principal activities performed by them outside that issuer where these are 
significant with respect to that issuer: 

of 

the 

supervisory  bodies; 
administrative,  management 
(a)  members 
(b)  partners  with  unlimited  liability,  in  the  case  of  a  limited  partnership  with  a  share 
capital;  
(c) founders, if the issuer has been established for fewer than five years; 

or 

(d) any senior manager who is relevant to establishing that the issuer has the appropriate 
expertise and experience for the management of the issuer's business. 

The nature of any family relationship between any of those persons. 

In  the  case  of  each  member  of the administrative, management or supervisory bodies of 
the issuer and person described in points (b) and (d) of the first subparagraph, details of 
that  person’s  relevant  management  expertise  and  experience  and  the  following 
information: 

(a) the names of all companies and partnerships of which such person has been a member 
of  the  administrative,  management  or  supervisory  bodies  or  partner  at  any  time  in  the 
previous  five  years,  indicating  whether  or  not  the  individual  is  still  a  member  of  the 
administrative, management or supervisory bodies or partner. It is not necessary to list all 
the subsidiaries of an issuer of which the person is also a member of the administrative, 
management or supervisory bodies; 

(b) any convictions in relation to fraudulent offences for at least the previous five years; 

(c)  details  of  any  bankruptcies,  receiverships  or  liquidations  with  which  a  person 
described in points (a) and (d) of the first subparagraph who was acting in the capacity of 
any of the positions set out in points (a) and (d) of the first subparagraph member of the 
administrative, management or supervisory bodies was associated for at least the previous 
five years ;  

(d) details of any official public incrimination and/or sanctions of such person by statutory 
or  regulatory  authorities  (including  designated  professional  bodies)  and  whether  such 
person  has  ever  been  disqualified  by  a  court  from  acting  as  a  member  of  the 
administrative,  management  or  supervisory  bodies  of  an  issuer  or  from  acting  in  the 
management or conduct of the affairs of any issuer for at least the previous five years. 

If there is no such information to be disclosed, a statement to that effect must be made. 

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14.2. 

Administrative,  Management,  and  Supervisory  bodies  and  Senior  Management
conflicts of interests

Potential conflicts of interests between any duties to the issuer of the persons referred to in 
the first subparagraph of item 14.1. and their private interests and or other duties must be 
clearly stated. In the event that there are no such conflicts, make a statement to that effect. 

Any  arrangement  or  understanding  with  major  shareholders,  customers,  suppliers  or 
others, pursuant to which any person referred to in the first subparagraph of item 14.1 was 
selected as a member of the administrative, management or supervisory bodies or member 
of senior management. 

15. 

REMUNERATION AND BENEFITS

In relation to the last full financial year for those persons referred to in points (a) and (d) 
of the first subparagraph of item 14.1: 

15.1. 

The  amount  of  remuneration  paid  (including  any  contingent  or  deferred  compensation), 
and benefits in kind granted, to such persons by the issuer and its subsidiaries for services 
in all capacities to the issuer and its subsidiaries by any person. 

This information must be provided on an individual basis unless individual disclosure is 
not  required  in  the  issuer’s  home  country  and  is  not  otherwise  publicly  disclosed  by the 
issuer. 

15.2.

The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, 
retirement or similar benefits. 

16. 

BOARD PRACTICES

16.1. 

16.2. 

16.3. 

16.4.

In  relation  to  the  issuer's  last  completed  financial  year,  and  unless  otherwise  specified, 
with respect to those persons referred to in point (a) of the first subparagraph of item 14.1.
: 

Date of expiration of the current term of office, if applicable, and the period during which 
the person has served in that office. 

Information  about  members  of  the  administrative,  management  or  supervisory  bodies' 
service  contracts  with  the  issuer  or  any  of  its  subsidiaries  providing  for  benefits  upon 
termination of employment, or an appropriate negative statement. 

Information about the issuer's audit committee and remuneration committee, including the 
names of committee members and a summary of the terms of reference under which the 
committee operates. 

A  statement  as  to  whether  or  not  the  issuer  complies  with  its  country’s  of  incorporation 
corporate governance regime(s). In the event that the issuer does not comply with such a 
regime,  a  statement  to  that  effect  together  with  an  explanation  regarding  why  the  issuer 
does not comply with such regime.

17. 

EMPLOYEES

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17.1. 

Either the number of employees at the end of the period or the average for each financial 
year  for  the  period  covered  by  the  historical  financial  information  up  to  the  date  of  the 
prospectus  (and  changes  in  such  numbers,  if  material)  and,  if  possible  and  material,  a 
breakdown of persons employed by main category of activity and geographic location. If 
the issuer employs a significant number of temporary employees, include disclosure of the 
number of temporary employees on average during the most recent financial year.

17.2. 

Shareholdings and stock options

With  respect  to  each  person referred to in points (a) and (b) of the first subparagraph of 
item  14.1., provide  information  as  to  their  share  ownership  and  any  options  over  such 
shares in the issuer as of the most recent practicable date. 

Description of any arrangements for involving the employees in the capital of the issuer. 

MAJOR SHAREHOLDERS 

In  so  far  as  is  known  to  the  issuer,  the  name  of  any  person  other  than  a  member  of  the 
administrative,  management  or  supervisory  bodies  who,  directly  or  indirectly,  has  an 
interest  notifiable  under  the  issuer's  national  law  in  the  issuer’s  capital  or  voting  rights, 
together with the amount of each such person’s interest or, if there are no such persons, an 
appropriate negative statement. 

Whether  the  issuer's  major  shareholders  have  different  voting  rights,  or  an  appropriate 
negative statement. 

To the extent known to the issuer, state whether the issuer is directly or indirectly owned 
or  controlled  and  by  whom  and  describe  the  nature  of  such  control  and  describe  the 
measures in place to ensure that such control is not abused.  

A description of any arrangements, known to the issuer, the operation of which may at a 
subsequent date result in a change in control of the issuer. 

17.3.

18. 

18.1. 

18.2. 

18.3. 

18.4. 

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19. 

RELATED PARTY TRANSACTIONS  

Details  of  related  party  transactions  (which  for  these  purposes  are  those  set  out  in  the 
Standards  adopted  according  to  Regulation  (EC)  No  1606/2002),  that  the  issuer  has 
entered into during the period covered by the historical financial information and up to the 
date  of  the  prospectus  must  be  disclosed  in  accordance  with  the  respective  standard 
adopted according to Regulation (EC) No 1606/2002 if applicable. 

If such standards do not apply to the issuer the following information must be disclosed: 

(a) The nature and extent of any transactions which are - as a single transaction or in their 
entirety - material to the issuer. Where such related party transactions are not concluded at 
arm's length provide an explanation of why these transactions were not concluded at arms 
length.  In  the  case  of  outstanding  loans  including  guarantees  of  any  kind  indicate  the 
amount outstanding. 

(b)  The  amount  or  the  percentage  to  which  related  party  transactions  form  part  of  the 
turnover of the issuer. 

20. 

FINANCIAL  INFORMATION  CONCERNING  THE  ISSUER’S  ASSETS  AND 
LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES 

20.1. 

Historical Financial Information 

Audited  historical  financial  information  covering  the  latest  3  financial  years  (or  such 
shorter period that the issuer has been in operation), and the audit report in respect of each 
year.  Such  financial  information  must  be  prepared  according  to  Regulation  (EC)  No 
1606/2002,  or  if  not  applicable  to  a  Member  States  national  accounting  standards  for 
issuers from the Community. For third country issuers, such financial information must be 
prepared  according  to  the  international  accounting  standards  adopted  pursuant  to  the 
procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national 
accounting  standards  equivalent  to  these  standards.  If  such  financial  information  is  not 
equivalent  to  these  standards,  it  must  be  presented  in  the  form  of  restated  financial 
statements. 

The last two years audited historical financial information must be presented and prepared 
in a form consistent with that which will be adopted in the issuer’s next published annual 
financial  statements  having  regard  to  accounting  standards  and  policies  and  legislation 
applicable to such annual financial statements. 

If the issuer has been operating in its current sphere of economic activity for less than one 
year, the audited historical financial information covering that period must be prepared in 
accordance with the standards applicable to annual financial statements under Regulation 
(EC) No 1606/2002, or if not applicable to a Member States national accounting standards 
where the issuer is an issuer from the Community. For third country issuers, the historical 
financial information must be prepared according to the international accounting standards 
adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a 
third country’s national accounting standards equivalent to these standards. This historical 
financial information must be audited. 

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If  the  audited  financial  information  is  prepared  according  to  national  accounting 
standards, the financial information required under this heading must include at least the 
following: 

(a) the balance sheet; 

(b) the income statement;  

(c) a statement showing either all changes in equity or changes in equity other than those 
arising from capital transactions with owners and distributions to owners;  

(d) the cash flow statement;  

(e) the accounting policies and explanatory notes. 

The historical annual financial information must be independently audited or reported on 
as to whether  or  not, for the purposes of the prospectus, it gives a true and fair view, in 
accordance  with  auditing  standards  applicable  in  a  Member  State  or  an  equivalent 
standard. 

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20.1.bis 

This  paragraph  may  be  used  only  for  issues  of  depository  receipts  having  a 
denomination per unit of at least EUR 50,000. 

Audited  historical  financial  information  covering  the  latest  3  financial  years  (or  such 
shorter period that the issuer has been in operation), and the audit report in respect of each 
year.  Such  financial  information  must  be  prepared  according  to  Regulation  (EC)  No 
1606/2002  ,  or  if  not  applicable  to  a  Member’s  State  national  accounting  standards  for 
issuers from the Community. For third country issuers, such financial information must be 
prepared  according  to  the  international  accounting  standards  adopted  pursuant  to  the 
procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national 
accounting standards equivalent to these standards. Otherwise, the following information 
must be included in the prospectus: 

a) a  prominent  statement  that  the  financial  information  included  in  the  registration 
document  has  not  been  prepared  in  accordance  with  the  international  accounting 
standards  adopted  pursuant  to  the  procedure  of  Article  3  of  Regulation  (EC)  No 
1606/2002 and that there may be material differences in the financial information 
had  Regulation  (EC)  No  1606/2002  been  applied  to  the  historical  financial 
information;  

b)  immediately  following  the  historical  financial  information  a  narrative  description 
of the differences between the international accounting standards adopted pursuant 
to the procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting 
principles adopted by the issuer in preparing its annual financial statements 

The last two years audited historical financial information must be presented and prepared 
in a form consistent with that which will be adopted in the issuer’s next published annual 
financial  statements  having  regard  to  accounting  standards  and  policies  and  legislation 
applicable to such annual financial statements. 

If  the  audited  financial  information  is  prepared  according  to  national  accounting 
standards, the financial information required under this heading must include at least the 
following: 

(a) the balance sheet; 

(b) the income statement;  

(c) a statement showing either all changes in equity or changes in equity other than those 

arising from capital transactions with owners and distributions to owners;  

(d) the cash flow statement; (e) the accounting policies and explanatory notes. 

The historical annual financial information must be independently audited or reported on 
as to whether  or  not, for the purposes of the prospectus, it gives a true and fair view, in 
accordance  with  auditing  standards  applicable  in  a  Member  State  or  an  equivalent 
standard. Otherwise, the following information must be included in the prospectus: 

a) a prominent statement disclosing which auditing standards have been applied; 
b)  an explanation of any significant departures from International Standards on 

Auditing 

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20.2. 

Financial statements

If  the  issuer  prepares  both  own  and  consolidated  annual  financial  statements,  include  at 
least the consolidated annual financial statements in the prospectus. 

20.3. 

Auditing of historical annual financial information

20.3.1.

A statement that the historical financial information has been audited. If audit reports on 
the historical financial information have been refused by the statutory auditors or if they 
contain  qualifications  or  disclaimers,  such  refusal  or  such  qualifications  or  disclaimers 
must be reproduced in full and the reasons given.

20.3.2. 

Indication of other information in the prospectus which has been audited by the auditors. 

20.3.3.

Where financial data in the prospectus is not extracted from the issuer's audited financial 
statements state the source of the data and state that the data is unaudited. 

20.4. 

Age of latest financial information

20.4.1.

The last year of audited financial information may not be older than:  

(a)  18  months  from  the  date  of  the  prospectus  if  the  issuer  includes  audited  interim 
financial statements in the prospectus;  
(b)  15  months  from  the  date  of  the  prospectus  if  the  issuer  includes  unaudited  interim 
financial statements in the prospectus. 

20.5. 

Interim and other financial information

20.5.1.

If the issuer has published quarterly or half yearly financial information since the date of 
its  last  audited  financial  statements,  these  must  be  included  in  the  prospectus.  If  the 
quarterly  or  half  yearly  financial  information  has  been  reviewed  or  audited  the  audit  or 
review report must also be included. If the quarterly or half yearly financial information is 
unaudited or has not been reviewed, state that fact. 

20.5.2. 

If the prospectus is dated more than nine months after the end of the last audited financial 
year,  it  must  contain  interim  financial  information,  which  may  be  unaudited  (in  which 
case that fact shall be stated) covering at least the first six months of the financial year. 

The  interim  financial  information  must  include  comparative  statements  for  the  same 
period  in  the  prior  financial  year,  except  that  the  requirement  for  comparative  balance 
sheet information may be satisfied by presenting the years end balance sheet. 

20.6. 

Dividend policy

A description of the issuer’s policy on dividend distributions and any restrictions thereon. 

20.6.1. 

The amount of the dividend per share for each financial year for the period covered by the 
historical  financial  information  adjusted,  where  the  number  of  shares  in  the  issuer  has 
changed, to make it comparable. 

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20.7. 

Legal and arbitration proceedings

Information  on  any  governmental,  legal  or  arbitration  proceedings  (including  any  such 
proceedings  which  are  pending  or  threatened  of  which  the  issuer  is  aware),  during  a 
period covering at least the previous 12 months which may have, or have had in the recent 
past  significant  effects  on  the  issuer  and/or  group's  financial  position  or  profitability,  or 
provide an appropriate negative statement. 

20.8. 

Significant change in the issuer’s financial or trading position

A  description  of  any  significant  change  in  the  financial  or  trading  position  of  the  group 
which  has  occurred  since  the  end  of  the  last  financial  period  for  which  either  audited 
financial information or interim financial information have been published, or provide an 
appropriate negative statement. 

21. 

ADDITIONAL INFORMATION 

21.1. 

Share Capital

The following information as of the date of the most recent balance sheet included in the 
historical financial information: 

21.1.1. 

The amount of issued capital, and for each class of share capital:  

(a) the number of shares authorised;  

(b) the number of shares issued and fully paid and issued but not fully paid;  

(c)the par value per share, or that the shares have no par value;  

(d)  a reconciliation of the number of shares outstanding at  the beginning  and  end  of the 
year. If more than 10% of capital has been paid for with assets other than cash within the 
period covered by the historical financial information, state that fact. 

If  there  are  shares  not  representing  capital,  state  the  number  and  main  characteristics  of 
such shares. 

The number, book value and face value of shares in the issuer held by or on behalf of the 
issuer itself or by subsidiaries of the issuer. 

The  amount  of  any  convertible  securities,  exchangeable  securities  or  securities  with 
warrants,  with  an  indication  of  the  conditions  governing  and  the  procedures  for 
conversion, exchange or subscription. 

Information about and terms of any acquisition rights and or obligations over authorised 
but unissued capital or an undertaking to increase the capital. 

Information  about  any  capital  of  any  member  of  the  group  which  is  under  option  or 
agreed conditionally or unconditionally to be put under option and details of such options 
including those persons to whom such options relate. 

21.1.2. 

21.1.3. 

21.1.4. 

21.1.5. 

21.1.6. 

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21.1.7. 

A  history  of  share  capital,  highlighting  information  about  any  changes,  for  the  period 
covered by the historical financial information. 

21.2. 

Memorandum and Articles of Association

21.2.1. 

21.2.2. 

21.2.3. 

21.2.4. 

21.2.5. 

21.2.6.

21.2.7.

21.2.8.

A  description  of  the  issuer’s  objects  and  purposes  and  where  they  can  be  found  in  the 
memorandum and articles of association. 

A summary of any provisions of the issuer's articles of association, statutes or charter and 
bylaws  with  respect  to  the  members  of  the  administrative,  management  and  supervisory 
bodies. 

A  description  of  the  rights,  preferences  and  restrictions  attaching  to  each  class  of  the 
existing shares. 

A  description  of  what  action  is  necessary  to  change  the  rights  of  holders  of  the  shares, 
indicating where the conditions are more significant than is required by law. 

A  description  of  the  conditions  governing  the  manner  in  which  annual  general  meetings 
and extraordinary general meetings of shareholders are called including the conditions of 
admission. 

A brief description of any provision of the issuer's articles of association, statutes, charter 
or  bylaws  that  would  have  an  effect  of  delaying,  deferring  or  preventing  a  change  in 
control of the issuer.  

An indication of the articles of association, statutes, charter or bylaws provisions, if any, 
governing the ownership threshold above which shareholder ownership must be disclosed. 

A description  of the  conditions  imposed  by the  memorandum  and  articles of association 
statutes,  charter  or  bylaws  governing  changes  in  the  capital,  where  such  conditions  are 
more stringent than is required by law. 

22. 

MATERIAL CONTRACTS

A  summary  of  each  material  contract,  other  than  contracts  entered  into  in  the  ordinary 
course of business, to which the issuer or any member of the group is a party, for the two 
years immediately preceding publication of the prospectus.

A summary of any other contract (not being a contract entered into in the ordinary course 
of business) entered into by any member of the group which contains any provision under 
which any member of the group has any obligation or entitlement which is material to the 
group as at the date of the prospectus. 

23. 

THIRD  PARTY 
DECLARATIONS OF ANY INTEREST 

INFORMATION,  STATEMENT  BY  EXPERTS  AND 

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23.1 

23.2 

Where  a  statement  or  report  attributed  to  a  person  as  an  expert  is  included  in  the 
prospectus  provide  such  person’s  name,  business  address,  qualifications  and  material 
interest  if  any  in  the  issuer.  If  the  report  has  been  produced  at  the  issuer’s  request  a 
statement to that effect that such statement or report is included, in the form and context in 
which  it  is  included,  with  the  consent  of that  person who has authorised  the  contents  of 
that part of the prospectus. 

Where information  has been sourced from a third party, provide a confirmation that this 
information  has  been  accurately  reproduced  and  that  as  far  as  the  issuer  is  aware  and  is 
able  to  ascertain  from  information  published  by  that  third  party,  no  facts  have  been 
omitted  which  would  render  the  reproduced  information  inaccurate  or  misleading.  In 
addition, the issuer shall identify the source(s) of the information.

24. 

DOCUMENTS ON DISPLAY

A statement that for the life of the prospectus the following documents (or copies thereof), 
where applicable, may be inspected: 

(a) the memorandum and articles of association of the issuer; 
(b) all  reports,  letters,  and  other  documents,  historical  financial  information, 
valuations and statements prepared by any expert at the issuer’s request any part of 
which is included or referred to in the prospectus; 

(c) the  historical  financial  information  of  the  issuer  or,  in  the  case  of  a  group,  the 
historical  financial  information  for  the  issuer  and  its  subsidiary  undertakings  for 
each of the two financial years preceding the publication of the prospectus. 

An  indication  of  where  the  documents  on  display  may  be  inspected,  by  physical  or 
electronic means.  

INFORMATION ON HOLDINGS

Information  relating  to  the  undertakings  in  which  the  issuer  holds  a  proportion  of  the 
capital likely to have a significant effect on the assessment of its own assets and liabilities, 
financial position or profits and losses.  

INFORMATION ABOUT THE ISSUER OF THE DEPOSITORY RECEIPTS

Name,  registered  office  and  principal  administrative  establishment  if  different  from  the 
registered office. 

Date of incorporation and length of life of the issuer, except where indefinite. 

Legislation under which the issuer operates and legal form which it has adopted under that 
legislation. 

INFORMATION ABOUT THE UNDERLYING SHARES

A  description  of  the  type  and  the  class  of  the  underlying  shares,  including  the  ISIN 
(International Security Identification Number) or other such security identification code. 

25. 

25.1. 

26. 

26.1. 

26.2. 

26.3. 

27. 

27.1. 

27.2. 

Legislation under which the underlying shares have been created 

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27.3. 

27.4. 

27.5. 

An  indication  whether  the  underlying  shares  are  in  registered  form  or  bearer  form  and 
whether  the  underlying  shares  are  in  certificated  form  or  book-entry  form.  In  the  latter 
case, name and address of the entity in charge of keeping the records. 

Currency of the underlying shares 

A description of the rights, including any limitations of these, attached to the underlying 
shares and procedure for the exercise of said rights. 

27.6. 

Dividend rights:  

(a) Fixed date(s) on which the entitlement arises, 

(b) Time limit after which entitlement to dividend lapses and an indication of the person 
in whose favour the lapse operates, 

(c )Dividend restrictions and procedures for non resident holders, 

(d)  Rate  of  dividend  or  method  of  its  calculation,  periodicity  and  cumulative  or  non-
cumulative nature of payments. 

27.7. 

Voting rights. 

Pre-emption rights in offers for subscription of securities of the same class. 

Right to share in the issuer’s profits.  

Rights to share in any surplus in the event of liquidation.  

Redemption provisions. 

Conversion provisions. 

27.8. 

27.9. 

27.10. 

27.11. 

The issue date of the underlying shares if new underlying shares are being created for the 
issue  of  the  depository  receipts  and  they  are  not  in  existence  at  the  time  of  issue  of  the 
depository receipts. 

If  new  underlying  shares  are  being  created  for  the  issue  of  the  depository  receipts,  state 
the resolutions, authorisations and approvals by virtue of which the new underlying shares 
have been or will be created and/or issued. 

A description of any restrictions on the free transferability of the underlying shares 

In respect of the country of registered office of the issuer and the country(ies) where the 
offer is being made or admission to trading is being sought: 

(a) information on taxes on the income from the underlying shares withheld at source 

(b) indication as to whether the issuer assumes responsibility for the withholding of taxes 
at the source. 

27.12. 

An  indication  of  the  existence  of  any  mandatory  takeover  bids  and/or  squeeze-out  and 
sell-out rules in relation to the underlying shares.

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27.13. 

An  indication  of  public  takeover  bids  by  third  parties  in  respect  of  the  issuer’s  equity, 
which  have  occurred  during  the  last  financial  year  and  the  current  financial  year.  The 
price or exchange terms attaching to such offers and the outcome thereof must be stated.

27.14. 

Lock up agreements:  

the parties involved;  

content and exceptions of the agreement;  

indication of the period of the lock up.

27.15. 

Information about selling share holders if any

27.15.1 

Name and business address of the person or entity offering to sell the underlying shares, 
the nature of any position office or other material relationship that the selling persons has 
had  within  the  past  three  years  with  the  issuer  of  the  underlying  shares  or  any  of  its 
predecessors or affiliates. 

27.16. 

Dilution

27.16.1 

27.16.2 

27.17. 

27.17.1 

27.17.2 

27.17.3 

28. 

28.1. 

Amount  and  percentage  of  immediate  dilution  resulting  from the  offer of the  depository 
receipts. 

In  the  case  of  a  subscription  offer  of  the  depository  receipts  to  existing  shareholders, 
disclose the amount and percentage of immediate dilutions if they do not subscribe to the 
offer of depository receipts. 

Additional  information  where  there  is  a  simultaneous  or almost simultaneous offer 
or  admission  to  trading  of  the  same  class  of  underlying  shares  as  those  underlying 
shares over which the depository receipts are being issued. 

If simultaneously or almost simultaneously with the creation of the depository receipts for 
which admission to a regulated market is being sought underlying shares of the same class 
as those over which the depository receipts are being issued are subscribed for or placed 
privately, details are to be given of the nature of such operations and of the number and 
characteristics of the underlying shares to which they relate. 

Disclose  all  regulated  markets  or  equivalent  markets  on  which,  to  the  knowledge  of  the 
issuer of the depository receipts, underlying shares of the same class of those over which 
the depository receipts are being issued are offered or admitted to trading. 

To  the  extent  known  to  the  issuer  of  the  depository  receipts,  indicate  whether  major 
shareholders, members of the administrative, management or supervisory bodies intended 
to subscribe in the offer, or whether any person intends to subscribe for more than five per 
cent of the offer. 

INFORMATION REGARDING THE DEPOSITORY RECEIPTS

A description of the type and class of depository receipts being offered and/or admitted to 
trading. 

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28.2. 

28.3. 

28.4. 

28.5. 

28.6. 

Legislation under which the depository receipts have been created. 

An indication whether the depository receipts are in registered or bearer form and whether 
the depository receipts are in certificated or book-entry form. In the latter case, include the 
name and address of the entity in charge of keeping the records. 

Currency of the depository receipts. 

Describe the rights attaching to the depository receipts, including any limitations of these 
attached to the depository receipts and the procedure if any for the exercise of these rights. 

If  the  dividend  rights  attaching  to  depository  receipts  are  different  from  the  dividend 
rights  disclosed  in  relation  to  the  underlying  disclose  the  following  about  the  dividend 
rights:  

(a) Fixed date(s) on which the entitlement arises, 

(b) Time limit after which entitlement to dividend lapses and an indication of the person 
in whose favour the lapse operates, 

(c ) Dividend restrictions and procedures for non resident holders, 

(d)  Rate  of  dividend  or  method  of  its  calculation,  periodicity  and  cumulative  or  non-
cumulative nature of payments. 

28.7. 

If the voting rights attaching to the depository receipts are different from the voting rights 
disclosed in relation to the underlying shares disclose the following about those rights:  

Voting rights. 

Pre-emption rights in offers for subscription of securities of the same class. 

Right to share in the issuer’s profits.  

Rights to share in any surplus in the event of liquidation.  

Redemption provisions. 

Conversion provisions. 

28.8. 

Describe the exercise of and benefit from the rights attaching to the underlying shares, in 
particular voting rights, the conditions on which the issuer of the depository receipts may 
exercise  such  rights,  and  measures envisaged to obtain the instructions of the depository 
receipt holders - and the right to share in profits and any liquidation surplus which are not 
passed on to the holder of the depository receipt.. 

28.9. 

The expected issue date of the depository receipts 

28.10. 

A description of any restrictions on the free transferability of the depository receipts. 

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28.11. 

In respect of the country of registered office of the issuer and the country(ies) where the 
offer is being made or admission to trading is being sought: 

(a) information on taxes on the income from the depository receipts withheld at source 

(b) indication as to whether the issuer assumes responsibility for the withholding of taxes 
at the source. 

Bank  or  other  guarantees  attached  to  the  depository  receipts  and  intended  to  underwrite 
the issuer's obligations. 

Possibility  of  obtaining  the  delivery  of  the  depository  receipts  into  original  shares  and 
procedure for such delivery 

INFORMATION ABOUT THE TERMS AND CONDITIONS OF THE OFFER OF 
THE DEPOSITORY RECEIPTS 

Conditions,  offer  statistics,  expected  timetable  and action required to apply for  the 
offer

Total  amount  of  the  issue/offer,  distinguishing  the  securities  offered  for  sale  and  those 
offered  for  subscription;  if  the  amount  is  not  fixed,  description  of  the  arrangements  and 
time for announcing to the public the definitive amount of the offer. 

The time period, including any possible amendments, during which the offer will be open 
and description of the application process. 

An  indication  of  when,  and  under  what  circumstances,  the  offer  may  be  revoked  or 
suspended and whether revocation can occur after dealing has begun. 

A  description  of  the  possibility  to  reduce  subscriptions  and  the  manner  for  refunding 
excess amount paid by applicants.

Details  of  the  minimum  and/or  maximum  amount  of  application  (whether  in  number  of 
securities or aggregate amount to invest). 

An indication of the period during which an application may be withdrawn, provided that 
investors are allowed to withdraw their subscription. 

28.12. 

28.13. 

29. 

29.1. 

29.1.1. 

29.1.2. 

29.1.3. 

29.1.4. 

29.1.5. 

29.1.6. 

29.1.7. 

Method and time limits for paying up the securities and for delivery of the securities. 

29.1.8. 

29.1.9. 

A  full  description  of  the  manner  and  date  in  which  results  of  the  offer  are  to  be  made 
public. 

The  procedure  for  the  exercise  of  any  right  of  pre-emption,  the  negotiability  of 
subscription rights and the treatment of subscription rights not exercised. 

29.2. 

Plan of distribution and allotment

29.2.1. 

The  various  categories  of  potential  investors  to  which  the  securities  are  offered.  If  the 
offer  is  being  made  simultaneously  in  the  markets  of  two  or  more  countries  and  if  a 
tranche has been or is being reserved for certain of these, indicate any such tranche. 

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29.2.2. 

To the extent known to the issuer, indicate whether major shareholders or members of the 
issuer's  management,  supervisory  or  administrative  bodies  intended  to  subscribe  in  the 
offer, or whether any person intends to subscribe for more than five per cent of the offer. 

29.2.3. 

Pre-allotment Disclosure:

29.2.3.1. 

The  division  into  tranches  of  the  offer  including  the  institutional,  retail  and  issuer’s 
employee tranches and any other tranches; 

29.2.3.2. 

The conditions under which the claw-back may be used, the maximum size of such claw 
back and any applicable minimum percentages for individual tranches; 

29.2.3.3. 

The allotment method or methods to be used for the retail and issuer’s employee tranche 
in the event of an over-subscription of these tranches; 

29.2.3.4. 

A  description  of  any  pre-determined  preferential  treatment  to  be  accorded  to  certain 
classes of investors or certain affinity groups (including friends and family programmes) 
in  the  allotment,  the  percentage  of  the  offer  reserved  for  such  preferential  treatment and 
the criteria for inclusion in such classes or groups. 

29.2.3.5.  Whether  the  treatment  of  subscriptions  or  bids  to  subscribe  in  the  allotment  may  be 

determined on the basis of which firm they are made through or by; 

29.2.3.6. 

A target minimum individual allotment if any within the retail tranche; 

29.2.3.7. 

The conditions for the closing of the offer as well as the date on which the offer may be 
closed at the earliest; 

29.2.3.8.  Whether  or  not  multiple  subscriptions  are  admitted,  and  where  they  are  not,  how  any 

multiple subscriptions will be handled. 

29.2.3.9. 

Process  for  notification  to  applicants  of  the  amount  allotted  and  indication  whether 
dealing may begin before notification is made. 

29.2.4. 

Over-allotment and 'green shoe': 

29.2.4.1. 

The existence and size of any over-allotment facility and / or 'green shoe'. 

29.2.4.2. 

The existence period of the over-allotment facility and / or 'green shoe'. 

29.2.4.3. 

Any conditions for the use of the over-allotment facility or exercise of the 'green shoe'. 

29.3. 

Pricing

29.3.1. 

An  indication  of  the  price  at  which  the  securities  will  be  offered.  When  the  price  is  not 
known or when there is not an established and/or liquid market for the securities, indicate 
the  method  for  determination  of  the  offer  price,  including  who  has  set  the  criteria  or  is 
formally responsible for its determination. Indication of the amount of any expenses and 
taxes specifically charged to the subscriber or purchaser. 

29.3.2. 

Process for the disclosure of the offer price.

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30.3.3 

Where  there  is  or  could  be  a  material  disparity  between  the  public  offer  price  and  the 
effective cash cost to members  of  the administrative, management or supervisory bodies 
or senior management, or affiliated persons, of securities acquired by them in transactions 
during the past year, or which they have the right to acquire, include a comparison of the 
public  contribution  in  the  proposed  public  offer  and  the  effective  cash  contributions  of 
such persons. 

29.4. 

Placing and Underwriting

29.4.1. 

Name  and  address  of  the  co-coordinator(s)  of  the  global  offer  and  of  single  parts  of the 
offer and, to the extend known to the issuer, of the placers in the various countries where 
the offer takes place.

29.4.2. 

Name and address of any paying agents and depository agents in each country. 

29.4.3. 

Name and address of the entities agreeing to underwrite the issue on a firm commitment 
basis,  and  name  and  address  of  the  entities  agreeing  to  place  the  issue  without  a  firm 
commitment  or  under  “best  efforts”  arrangements.  Indication  of  the  material  features  of 
the  agreements,  including  the  quotas.  Where  not  all  of  the  issue  is  underwritten,  a 
statement of the portion not covered. Indication of the overall amount of the underwriting 
commission and of the placing commission 

29.4.4. 

When the underwriting agreement has been or will be reached. 

30. 

30.1. 

30.2. 

30.3. 

30.4. 

30.5. 

ADMISSION  TO  TRADING  AND  DEALING  ARRANGEMENTS  IN  THE 
DEPOSITORY RECEIPTS 

An  indication  as  to  whether  the  securities  offered  are  or  will  be  the  object  of  an 
application for admission to trading, with a view to their distribution in a regulated market 
or other equivalent markets with indication of the markets in question. This circumstance 
must  be  mentioned,  without  creating  the  impression  that  the  admission  to  trading 
necessarily will be approved. If known, the earliest dates on which the securities will be 
admitted to trading must be given.

All the regulated markets or equivalent markets on which, to the knowledge of the issuer, 
securities  of  the  same  class  of  the  securities  to  be  offered  or  admitted  to  trading  are 
already admitted to trading. 

If  simultaneously  or  almost  simultaneously  with  the  creation  of  the  securities  for  which 
admission to a regulated market is being sought securities of the same class are subscribed 
for  or  placed  privately  or  if  securities  of  other  classes  are  created  for  public  or  private 
placing,  details  must  be  given  of  the  nature  of  such  operations  and  of  the  number  and 
characteristics of the securities to which they relate. 

Name and address of the entities which have a firm commitment to act as intermediaries 
in secondary trading, providing liquidity through bid and offer rates and description of the 
main terms of their commitment. 

Stabilisation:  where  an  issuer  or  a  selling  shareholder  has  granted  an  over-allotment 
option  or  it  is  otherwise  proposed  that  price  stabilising  activities  may  be  entered  into  in 
connection with an offer:

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30.6. 

30.7. 

30.8. 

30.9. 

The  fact  that  stabilisation  may  be  undertaken,  that  there  is  no  assurance  that  it  will  be 
undertaken and that it may be stopped at any time,  

The beginning and the end of the period during which stabilisation may occur, 

The  identity  of  the  stabilisation  manager  for  each  relevant  jurisdiction  unless  this  is  not 
known at the time of publication, 

The  fact  that  stabilisation  transactions  may  result  in  a  market  price  that  is  higher  than 
would otherwise prevail.

31. 

KEY INFORMATION ABOUT THE ISSUE OF THE DEPOSITORY RECEIPTS

31.1. 

Reasons for the offer and use of proceeds

31.1.1. 

Reasons  for  the  offer  and,  where  applicable,  the  estimated  net  amount  of  the  proceeds 
broken into each principal intended use and presented by order of priority of such uses. If 
the  issuer  is  aware  that  the  anticipated  proceeds  will  not  be  sufficient  to  fund  all  the 
proposed uses, state the amount and sources of other funds needed. Details must be given 
with regard to the use of the proceeds, in particular when they are being used to acquire 
assets, other than in the ordinary course of business, to finance announced acquisitions of 
other business, or to discharge, reduce or retire indebtedness.

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31.2. 

Interest of natural and legal persons involved in the issue/offer

31.2.1. 

A description of any interest, including conflicting ones, that is material to the issue/offer, 
detailing the persons involved and the nature of the interest

31.3. 

Risk factors

31.3.1. 

32. 

32.1. 

Prominent disclosure of risk factors that are material to the securities being offered and/or 
admitted to trading in order to assess the market risk associated with these securities in a 
section headed “Risk Factors”. 

EXPENSE OF THE ISSUE/OFFER OF THE DEPOSITORY RECEIPTS 

The total net proceeds and an estimate of the total expenses of the issue/offer 

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ANNEX XI 

MINIMUM DISCLOSURE REQUIREMENTS FOR THE BANKS REGISTRATION DOCUMENT (SCHEDULE) 

1. 

1.1. 

1.2. 

2. 

2.1.  

2.2. 

3. 

3.1. 

4. 

4.1. 

4.1.1.

4.1.2. 

4.1.3.  

4.1.4. 

PERSONS RESPONSIBLE

All persons responsible for the information given in the Registration Document and, as 
the  case  may  be,  for  certain  parts  of  it,  with,  in  the  latter  case,  an  indication  of such 
parts. In the case of natural persons including members of the issuer's administrative, 
management  or  supervisory  bodies  indicate  the  name  and  function  of  the  person;  in 
case of legal persons indicate the name and registered office. 

A declaration by those responsible for the registration document that, having taken all 
reasonable  care  to  ensure  that  such  is  the  case,  the  information  contained  in  the 
registration document is, to  the best of their knowledge, in  accordance with the facts 
and contains no omission likely to affect its import. As the case may be, declaration by 
those  responsible  for  certain  parts  of  the  registration  document  that,  having  taken  all 
reasonable care to ensure that such is the case, the information contained in the part of 
the  registration  document  for  which  they  are  responsible  is,  to  the  best  of  their 
knowledge,  in  accordance  with the facts and contains no omission likely to  affect its 
import. 

STATUTORY AUDITORS 

Names  and  addresses  of  the  issuer’s  auditors  for the period covered by the historical 
financial information (together with their membership in a professional body). 

If  auditors  have  resigned,  been  removed  or  not  been  re-appointed  during  the  period 
covered by the historical financial information, details if material. 

RISK FACTORS 

Prominent  disclosure  of  risk  factors  that  may  affect  the  issuer’s  ability  to  fulfil  its 
obligations under the securities to investors in a section headed "Risk Factors".

INFORMATION ABOUT THE ISSUER 

History and development of the Issuer:

the legal and commercial name of the issuer; 

the place of registration of the issuer and its registration number; 

the date of incorporation and the length of life of the issuer, except where indefinite;  

the  domicile  and  legal  form  of  the  issuer,  the  legislation  under  which  the  issuer 
operates,  its  country  of  incorporation,  and  the  address  and  telephone  number  of  its 
registered office (or principal place of business if different from its registered office); 

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4.1.5.

5. 

5.1. 

5.1.1. 

5.1.2. 

5.1.3. 

Any recent events particular to the issuer which are to a material extent relevant to the 
evaluation of the issuer’s solvency. 

BUSINESS OVERVIEW 

Principal activities:

A  brief  description  of  the  issuer’s  principal  activities  stating  the  main  categories  of 
products sold and/or services performed;  

An indication of any significant new products and/or activities. 

Principal markets

A brief description of the principal markets in which the issuer competes. 

5.1.4. 

The basis for any statements in the registration document made by the issuer regarding 
its competitive position.  

6. 

6.1. 

6.2.  

7. 

7.1.

7.2. 

ORGANISATIONAL STRUCTURE 

If  the  issuer  is  part  of  a  group,  a  brief  description  of  the  group  and  of  the  issuer's 
position within it.

If  the  issuer  is  dependent  upon  other  entities  within  the  group,  this  must  be  clearly 
stated together with an explanation of this dependence. 

TREND INFORMATION 

Include a statement that there has been no material adverse change in the prospects of 
the issuer since the date of its last published audited financial statements.  

In the event that the issuer is unable to make such a statement, provide details of this 
material adverse change. 

Information on any known trends, uncertainties, demands, commitments or events that 
are reasonably likely to have a material effect on the issuer's prospects for at least the 
current financial year.  

8. 

PROFIT FORECASTS OR ESTIMATES 

If an issuer chooses to include a profit forecast or a profit estimate  

the registration document must contain the information items 8.1 and 8.2:  

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8.1. 

A statement setting out the principal assumptions upon which the issuer has based its 
forecast, or estimate.  

8.2. 

8.3. 

9. 

9.1. 

There  must  be  a  clear  distinction  between  assumptions  about  factors  which  the 
members  of  the  administrative,  management  or  supervisory  bodies  can  influence  and 
assumptions about factors which are exclusively outside the influence of the members 
of the administrative, management or supervisory bodies; be readily understandable by 
investors;  be  specific  and  precise;  and  not  relate  to  the  general  accuracy  of  the 
estimates underlying the forecast.  

A report prepared by independent accountants or auditors stating that in the opinion of 
the  independent  accountants  or  auditors  the  forecast  or  estimate  has  been  properly 
compiled  on  the  basis  stated  and  that  the  basis  of  accounting  used  for  the  profit 
forecast or estimate is consistent with the accounting policies of the issuer. 

The  profit  forecast  or  estimate  must  be  prepared  on  a  basis  comparable  with  the 
historical financial information. 

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES  

Names, business addresses and functions in the issuer of the following persons, and an 
indication of the principal activities performed by them outside the issuer where these 
are significant with respect to that issuer: 

(a) members of the administrative, management or supervisory bodies;  

(b)  partners  with  unlimited  liability,  in  the  case  of  a  limited  partnership  with  a  share 
capital.  

9.2. 

Administrative, Management, and Supervisory bodies conflicts of interests 

Potential  conflicts of interests between any duties to  the issuing entity of the persons 
referred  to  in  item  9.1  and  their  private  interests  and  or  other  duties  must  be  clearly 
stated. In the event that there are no such conflicts, make a statement to that effect.

10. 

10.1. 

10.2. 

MAJOR SHAREHOLDERS  

To  the  extent  known  to  the  issuer,  state  whether  the  issuer  is  directly  or  indirectly 
owned  or  controlled  and  by  whom,  and  describe  the  nature  of  such  control,  and 
describe the measures in place to ensure that such control is not abused.  

A description of any arrangements, known to the issuer, the operation of which may at 
a subsequent date result in a change in control of the issuer. 

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11. 

FINANCIAL  INFORMATION  CONCERNING  THE  ISSUER’S  ASSETS  AND 
LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES  

11.1. 

Historical Financial Information

Audited  historical  financial  information  covering  the  latest  2  financial  years  (or such 
shorter period that the issuer has been in operation), and the audit report in respect of 
each year. Such financial information must be prepared according to Regulation (EC) 
No  1606/2002,  or  if  not  applicable  to  a  Member  State  national  accounting  standards 
for issuers from the Community. For third country issuers, such financial information 
must be prepared according to the international accounting standards adopted pursuant 
to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s 
national  accounting  standards  equivalent  to  these  standards.  If  such  financial 
information  is  not  equivalent  to  these  standards,  it  must  be  presented  in  the  form  of 
restated financial statements. 

The  most  recent  year's audited historical financial information must be presented and 
prepared  in  a  form  consistent  with  that  which  will  be  adopted  in  the  issuer’s  next 
published  annual  financial  statements  having  regard  to  accounting  standards  and 
policies and legislation applicable to such annual financial statements. 

If the issuer has been operating in its current sphere of economic activity for less than 
one  year,  the  audited  historical  financial  information  covering  that  period  must  be 
prepared  in  accordance  with  the  standards  applicable  to  annual  financial  statements 
under Regulation (EC) No 1606/2002, or if not applicable to a Member State national 
accounting  standards  where  the  issuer  is  an  issuer  from  the  Community.  For  third 
country issuers, the historical financial information must be prepared according to the 
international  accounting  standards  adopted  pursuant  to  the  procedure  of  Article  3  of 
Regulation  (EC)  No  1606/2002  or  to  a  third  country’s  national  accounting  standards 
equivalent to these standards. This historical financial information must be audited. 

If  the  audited  financial  information  is  prepared  according  to  national  accounting 
standards,  the  financial  information  required  under  this  heading must  include  at  least 
the following: 

(a) the balance sheet; 

(b) the income statement;  

(c)  in  the  case  of  an  admission  of  securities  to  trading  on  a  regulated  market  only,  a 

cash flow statement; 

(d) the accounting policies and explanatory notes. 

The historical annual financial information must be independently audited or reported 
on as to whether or not, for the purposes of the registration document, it gives a true 
and fair view, in accordance with auditing standards applicable in a Member State or 
an equivalent standard. 

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11.2. 

Financial statements

11.3. 

11.3.1. 

11.3.2. 

11.3.3. 

11.4.

11.4.1.

11.5. 

11.5.1 

11.5.2. 

If the issuer prepares both own and consolidated financial statements, include at least 
the consolidated financial statements in the registration document.  

Auditing of historical annual financial information

A statement that the historical financial information has been audited. If audit reports 
on the historical financial information have been refused by the statutory auditors or if 
they  contain  qualifications  or  disclaimers,  such  refusal  or  such  qualifications  or 
disclaimers must be reproduced in full and the reasons given.

An indication of other information in the registration document which has been audited 
by the auditors. 

Where  financial  data  in  the  registration  document  is  not  extracted  from  the  issuer's 
audited  financial  statements  state  the  source of the  data  and  state  that  the  data  is  un-
audited. 

Age of latest financial information

The  last  year of audited financial information may not be older than 18 months from 
the date of the registration document.  

Interim and other financial information

If the issuer has published quarterly or half yearly financial information since the date 
of  its  last  audited  financial  statements,  these  must  be  included  in  the  registration 
document.  If  the  quarterly  or  half  yearly  financial  information  has  been  reviewed  or 
audited the audit or review report must also be included. If the quarterly or half yearly 
financial information is unaudited or has not been reviewed state that fact. 

If  the  registration  document  is  dated  more  than  nine  months  after  the  end  of  the  last 
audited  financial  year, it must contain interim financial information, covering at least 
the  first  six  months  of  the  financial  year.  If  the  interim  financial  information  is  un-
audited state that fact. 

The  interim  financial  information  must  include  comparative  statements  for  the  same 
period in the prior financial year, except that the requirement for comparative balance 
sheet information may be satisfied by presenting the years end balance sheet. 

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11.6. 

Legal and arbitration proceedings

Information on any governmental, legal or arbitration proceedings (including any such 
proceedings  which  are  pending  or  threatened  of  which  the  issuer  is  aware),  during  a 
period  covering  at  least  the  previous  12  months  which  may  have,  or have  had  in  the 
recent  past,  significant  effects  on  the  issuer  and/or  group's  financial  position  or 
profitability, or provide an appropriate negative statement. 

11.7. 

Significant change in the issuer’s financial position

A description of any significant change in the financial position of the group which has 
occurred  since  the  end  of  the  last  financial  period  for  which  either  audited  financial 
information  or  interim  financial  information  have  been  published,  or  an  appropriate 
negative statement.

12. 

MATERIAL CONTRACTS

A  brief  summary  of  all  material  contracts  that  are  not  entered  into  in  the  ordinary 
course of the issuer's business, which could result in any group member being under an 
obligation or entitlement that is material to the issuer’s ability to meet its obligation to 
security holders in respect of the securities being issued. 

13 

13.1 

13.2 

THIRD  PARTY  INFORMATION  AND  STATEMENT  BY  EXPERTS  AND 
DECLERATIONS OF ANY INTEREST 

Where  a  statement  or  report  attributed  to  a  person  as  an  expert  is  included  in  the 
Registration  Document,  provide  such  person’s  name,  business  address,  qualifications 
and material interest if any in the issuer. If the report has been produced at the issuer’s 
request a statement to that effect that such statement or report is included, in the form 
and context in which it is included, with the consent of that person who has authorised 
the contents of that part of the Registration Document. 

Where  information  has  been  sourced  from  a  third  party,  provide  a  confirmation  that 
this information has been accurately reproduced and that as far as the issuer is aware 
and  is  able  to  ascertain  from information  published  by that  third  party, no facts  have 
been omitted which would render the reproduced information inaccurate or misleading 
In addition, the issuer shall identify the source(s) of the information. 

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14. 

DOCUMENTS ON DISPLAY 

A statement that for the life of the registration document the following documents (or 
copies thereof), where applicable, may be inspected: 

(a) The memorandum and articles of association of the issuer; 

(b)  all  reports,  letters,  and  other  documents,  historical  financial  information, 
valuations and statements prepared by any expert at the issuer's request any part of 
which is included or referred to in the registration document; 

(c) 

the  historical  financial  information  of  the  issuer  or,  in  the  case  of  a  group,  the 
historical  financial  information  of  the  issuer  and  its  subsidiary  undertakings  for 
each  of  the  two  financial  years  preceding  the  publication  of  the  registration 
document. 

An  indication  of  where  the  documents  on  display  may  be  inspected,  by  physical  or 
electronic means. 

ANNEX XII: 

MINIMUM  DISCLOSURE  REQUIREMENTS  FOR  THE  SECURITIES  NOTE  FOR  DERIVATIVE  SECURITIES 

(SCHEDULE) 

1 

PERSONS RESPONSIBLE 

1.1. 

1.2. 

All persons responsible for the information given in the prospectus and, as the case 
may be, for certain parts of it, with, in the latter case, an indication of such parts. In 
the  case  of  natural  persons  including  members  of  the  issuer’s  administrative, 
management or supervisory bodies indicate the name and function of the person; in 
case of legal persons indicate the name and registered office. 

A  declaration  by  those  responsible  for  the  prospectus  that,  having  taken  all 
reasonable  care  to  ensure  that  such  is  the  case,  the  information  contained  in  the 
prospectus  is,  to  the  best  of  their  knowledge,  in  accordance  with  the  facts  and 
contains no omission likely to affect its import. As the case may be, declaration by 
those responsible for certain parts of the prospectus that, having taken all reasonable 
care  to  ensure  that  such  is  the  case,  the  information  contained  in  the  part  of  the 
prospectus  for  which  they  are  responsible  is,  to  the  best  of  their  knowledge,  in 
accordance with the facts and contains no omission likely to affect its import. 

2 

RISK FACTORS

Prominent disclosure of risk factors that are material to the securities being offered 
and/or  admitted  to  trading  in  order  to  assess  the  market  risk  associated  with  these 
securities in a section headed “risk factors”. This must include a risk warning to the 
effect that investors may lose the value of their entire investment or part of it, as the 
case  may  be,  and/or,  if  the  investor’s  liability  is  not  limited  to  the  value  of  his 
investment, a statement of that fact, together with a description of the circumstances 
in which such additional liability arises and the likely financial effect. 

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3 

3.1. 

3.2. 

4. 

4.1 

4.1.1. 

4.1.2 

4.1.3 

4.1.4 

4.1.5 

4.1.6 

4.1.7 

4.1.8 

4.1.9 

4.1.10 

4.1.11 

4.1.12 

4.1.13 

KEY INFORMATION 

Interest of natural and legal persons involved in the issue/offer

A  description  of  any  interest,  including  conflicting  ones  that  is  material  to  the 
issue/offer, detailing the persons involved and the nature of the interest. 

Reasons for  the offer  and use of  proceeds when different from making profit and/or 
hedging certain risks. 

If reasons for the offer and use of proceeds are disclosed provide the total net proceeds 
and an estimate of the total expenses of the issue/offer. 

INFORMATION  CONCERNING  THE  SECURITIES  TO  BE  OFFERED/ 
ADMITTED TO TRADING 

Information concerning the securities

A description of the type and the class of the securities being offered and/or admitted to 
trading, including the ISIN (International Security Identification Number) or other such 
security identification code. 

A  clear  and  comprehensive  explanation  to  help  investors  understand  how  the  value  of 
their  investment  is  affected  by  the  value  of  the  underlying  instrument  (s),  especially 
under  the  circumstances  when  the  risks  are  most  evident  unless  the  securities  have  a 
denomination per unit of at least EUR 50 000 or can only be acquired for at least EUR 
50 000 per security. 

Legislation under which the securities have been created. 

An indication whether the securities are in registered form or bearer form and whether 
the  securities  are  in  certificated  form  or  book-entry  form.  In  the  latter  case,  name  and 
address of the entity in charge of keeping the records. 

Currency of the securities issue. 

Ranking of the securities being offered and/or admitted to trading, including summaries 
of  any  clauses  that  are  intended  to  affect  ranking  or  subordinate  the  security  to  any 
present or future liabilities of the issuer. 

A description of the rights, including any limitations of these, attached to the securities 
and procedure for the exercise of said rights. 

In the case of new issues, a statement of the resolutions, authorisations and approvals by 
virtue of which the securities have been or will be created and/or issued. 

The issue date of the securities. 

A description of any restrictions on the free transferability of the securities. 

- The expiration or maturity date of the derivative securities 

- The exercise date or final reference date 

A description of the settlement procedure of the derivative securities. 

A  description  of  how  any  return  on  derivative  securities takes  place,  the  payment  or 
delivery date, and the way it is calculated. 

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4.1.14 

In respect of the country of registered office of the issuer and the country(ies) where the 
offer is being made or admission to trading is being sought: 

(a) Information on taxes on the income from the securities withheld at source, 

(b) Indication as to whether the issuer assumes responsibility for the withholding of 
taxes at the source. 

4.2 

Information concerning the underlying

4.2.1 

4.2.2 

The exercise price or the final reference price of the underlying. 

A statement  setting out  the type of the underlying and details of where information on 
the underlying can be obtained 

$  an  indication  where  information  about  the  past  and  the  further 

performance of the underlying and its volatility can be obtained 

$  where the underlying is a security 

" the name of the issuer of the security 
" the  ISIN  (International  Security  Identification  Number)  or  other 

such security identification code 

$  where the underlying is an index 

" the  name  of  the  index  and  a  description  of  the  index  if  it  is 
composed  by  the  issuer.  If  the  index  is  not  composed  by  the 
issuer, where information about the index can be obtained 

$  where the underlying is an interest rate 
" a description of the interest rate 

$  others 

Where the  underlying does not  fall  within  the  categories specified  above the securities 
note shall contain equivalent information. 

$  where the underlying is a basket of underlyings 

" disclosure  of  the  relevant  weightings  of  each  underlying  in  the 

basket 

4.2.3 

A  description  of  any  market  disruption  or  settlement  disruption  events  that  affect  the 
underlying. 

4.2.4 

Adjustment rules with relation to events concerning the underlying. 

5. 

5.1 

5.1.1 

5.1.2 

5.1.3 

TERMS AND CONDITIONS OF THE OFFER 

Conditions, offer statistics, expected timetable and action required to apply for the 
offer

Conditions to which the offer is subject. 

Total  amount  of  the  issue/offer;  if  the  amount  is  not  fixed,  description  of  the 
arrangements and time for announcing to the public the amount of the offer. 

The  time  period,  including  any  possible  amendments,  during  which  the  offer  will  be 
open and description of the application process. 

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5.1.4 

5.1.5 

5.1.6 

5.2 

5.2.1 

5.2.2 

5.3.

5.4. 

5.4.1 

5.4.2 

5.4.3 

5.4.4. 

5.4.5 

Details of the minimum and/or maximum amount of application, (whether in number of 
securities or aggregate amount to invest). 

Method and time limits for paying up the securities and for delivery of the securities. 

A  full  description  of the  manner  and date  in  which results of the  offer are to  be  made 
public. 

Plan of distribution and allotment

The  various  categories  of  potential  investors  to  which  the  securities  are  offered.  If  the 
offer  is  being  made  simultaneously  in  the  markets  of  two  or  more  countries  and  if  a 
tranche has been or is being reserved for certain of these, indicate any such tranche. 

Process  for  notification  to  applicants  of  the  amount  allotted  and  indication  whether 
dealing may begin before notification is made. 

Pricing 

Indication of the expected price at which the securities will be offered or the method of 
determining  the  price  and  the  process  for  its  disclosure.  Indicate  the  amount  of  any 
expenses and taxes specifically charged to the subscriber or purchaser. 

Placing and Underwriting

Name  and  address  of  the  co-ordinator(s)  of  the  global  offer  and  of  single  parts  of  the 
offer and, to the extend known to the issuer or to the offeror, of the placers in the various 
countries where the offer takes place.  

Name and address of any paying agents and depository agents in each country. 

Entities  agreeing  to  underwrite  the  issue  on  a  firm  commitment  basis,  and  entities 
agreeing  to  place  the  issue  without  a  firm  commitment  or  under  “best  efforts” 
arrangements. Where not all of the issue is underwritten, a statement of the portion not 
covered. 

When the underwriting agreement has been or will be reached.  

Name and address of a calculation agent 

6. 

ADMISSION TO TRADING AND DEALING ARRANGEMENTS 

6.1  An  indication  as  to  whether  the  securities  offered  are  or  will  be  the  object  of  an 
application  for  admission  to  trading,  with  a  view  to  their  distribution  in  a  regulated 
market  or  other  equivalent  markets  with  indication  of  the  markets  in  question.  This 
circumstance shall be mentioned, without creating the impression that the admission to 
trading necessarily will be approved. If known, the earliest dates on which the securities 
will be admitted to trading shall be given. 

6.2  All  the  regulated  markets  or  equivalent  markets  on  which,  to  the  knowledge  of  the 
issuer, securities of the same class of the securities to be offered or admitted to trading 
are already admitted to trading. 

6.3  Name and address of the entities which have a firm commitment to act as intermediaries 
in  secondary trading,  providing  liquidity through bid and offer rates and description of 
the main terms of their commitment. 

7. 

ADDITIONAL INFORMATION

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7.1.  

If advisors connected with an issue are mentioned in the Securities Note, a statement of 
the capacity in which the advisors have acted. 

7.2.  An  indication  of  other  information  in  the  Securities  Note  which  has  been  audited  or 
reviewed by statutory auditors and where auditors have produced a report. Reproduction 
of the report or, with permission of the competent authority, a summary of the report. 

7.3.  Where  a  statement  or  report  attributed  to  a  person  as  an  expert  is  included  in  the 
Securities  Note,  provide  such  person’s  name,  business  address,  qualifications  and 
material  interest,  if  any,  in  the  issuer.  If  the  report  has  been  produced  at  the  issuer’s 
request  a  statement  to  that  effect  that  such  statement  or  report  is included, in the form 
and context in which it is included, with the consent of that person who has authorised 
the contents of that part of the Securities Note. 

7.4.  Where information has been sourced from a third party, provide a confirmation that this 
information has been accurately reproduced and that as far as the issuer is aware and is 
able  to  ascertain  from  information  published  by  that  third  party,  no  facts  have  been 
omitted  which  would  render  the  reproduced  information  inaccurate  or  misleading.  In 
addition, the issuer shall identify the source(s) of the information. 

7.5.  An  indication  in  the  prospectus  whether  or  not  the  issuer  intends  to  provide  post-
issuance  information.  Where  the  issuer  has  indicated  that  it  intends  to  report  such 
information, the issuer shall specify in the prospectus what information will be reported 
and where such information can be obtained. 

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ANNEX XIII 

MINIMUM  DISCLOSURE  REQUIREMENTS  FOR  THE  SECURITIES  NOTE  FOR  DEBT  SECURITIES  WITH  A 

DENOMINATION PER UNIT OF AT LEAST EUR 50 000  

(SCHEDULE) 

1 

1.1 

1.2 

PERSONS RESPONSIBLE 

All persons responsible for the information given in the prospectus and, as the case 
may be, for certain parts of it, with, in the latter case, an indication of such parts. In 
case  of  natural  persons  including  members  of  the  issuer’s  administrative, 
management or supervisory bodies indicate the name and function of the person; in 
case of legal persons indicate the name and registered office. 

A  declaration  by  those  responsible  for  the  prospectus  that,  having  taken  all 
reasonable care to ensure that such is the case, the information contained in the 
prospectus is, to the best of their knowledge, in accordance with the facts and 
contains no omission likely to affect its import. As the case may be, declaration 
by  those  responsible  for  certain  parts  of  the  prospectus  that  the  information 
contained in the part of the prospectus for which they are responsible is, to the 
best of their knowledge, in accordance with the facts and contains no omission 
likely to affect its import. 

2 

RISK FACTORS 

Prominent disclosure of risk factors that are material to the securities admitted 
to trading in order to assess the market risk associated with these securities in a 
section headed “Risk Factors”. 

3.  

KEY INFORMATION 

Interest of natural and legal persons involved in the issue

A  description  of  any  interest,  including  conflicting  ones,  that  is  material  to  the 
issue, detailing the persons involved and the nature of the interest. 

INFORMATION  CONCERNING  THE  SECURITIES  TO  BE  ADMITTED 
TO TRADING 

Total amount of securities being admitted to trading. 

A  description  of  the  type  and  the  class  of  the  securities  being  admitted  to 
trading,  including  the  ISIN  (International  Security  Identification  Number)  or 
other such security identification code. 

Legislation under which the securities have been created. 

An  indication  of  whether  the  securities  are  in  registered  or  bearer  form  and 
whether the securities are in certificated or book-entry form. In the latter case, 
name and address of the entity in charge of keeping the records. 

4 

4.1 

4.2 

4.3 

4.4

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4.5 

4.6 

4.7 

4.8 

4.9 

4.10 

4.11 

4.12 

4.13 

4.14 

5 

5.1 

5.2 

6  

Currency of the securities issue. 

Ranking  of  the  securities  being  admitted  to  trading,  including  summaries  of 
any  clauses  that  are  intended  to  affect  ranking  or  subordinate  the  security  to 
any present or future liabilities of the issuer 

A description  of  the  rights,  including any limitations of these, attached to the 
securities and procedure for the exercise of said rights. 

The nominal interest rate and provisions relating to interest payable.  

#  The date from which interest becomes payable and the due dates for 

interest. 

#  The time limit on the validity of claims to interest and repayment of 

principal 

Where the rate is not fixed, description of the underlying on which it is based 
and of the method used to relate the two. 

#  A  description  of  any  market  disruption  or  settlement  disruption 

events that affect the underlying 

#  Adjustment rules with relation to events concerning the underlying 
#  Name of the calculation agent 

Maturity date and arrangements for the amortization of the loan, including the 
repayment  procedures.  Where  advance  amortization  is  contemplated,  on  the 
initiative  of  the  issuer  or  of  the  holder,  it  must  be  described,  stipulating 
amortization terms and conditions. 

An indication of yield.  

Representation  of  debt  security  holders  including  an  identification  of  the 
organisation  representing  the  investors  and  provisions  applying  to  such 
representation. Indication of where investors may have access to the contracts 
relating to these forms of representation. 

A statement of the resolutions, authorisations and approvals by virtue of which 
the securities have been created and/or issued. 

The issue date of the securities. 

A description of any restrictions on the free transferability of the securities. 

ADMISSION TO TRADING AND DEALING ARRANGEMENTS 

Indication  of  the  market  where  the  securities  will  be  traded  and  for  which 
prospectus has been published. If known, give the earliest dates on which the 
securities will be admitted to trading. 

Name and address of any paying agents and depository agents in each country. 

EXPENSE OF THE ADMISSION TO TRADING 

An estimate of the total expenses related to the admission to trading. 

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7  

7.1 

7.2 

7.3 

7.4 

ADDITIONAL INFORMATION 

If advisors are mentioned in the Securities Note, a statement of the capacity in 
which the advisors have acted 

An  indication  of  other  information  in  the  Securities  Note  which  has  been 
audited  or  reviewed  by  auditors  and  where  auditors  have  produced  a  report. 
Reproduction  of  the  report  or,  with  permission  of  the  competent  authority,  a 
summary of the report. 

Where  a  statement or report attributed to a person as an expert is included in 
the  Securities  Note,  provide  such  person’s  name,  business  address, 
qualifications  and  material  interest  if  any  in  the  issuer.  If  the  report has been 
produced at the issuer’s request a statement to that effect that such statement or 
report  is  included,  in  the  form  and  context  in  which  it  is  included,  with  the 
consent  of  that  person  who  has  authorised  the  contents  of  that  part  of  the 
Securities Note. 

Where information has been sourced from a third party, provide a confirmation 
that  this  information  has  been  accurately  reproduced  and  that  as  far  as  the 
issuer is aware and is able to ascertain from information published by that third 
party,  no  facts  have  been  omitted  which  would  render  the  reproduced 
information inaccurate or misleading. In addition, identify the source(s) of the 
information. 

7.5 

Credit ratings assigned to an issuer or its debt securities at the request or with 
the co-operation of the issuer in the rating process. 

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ANNEX XIV 

ADDITIONAL INFORMATION BUILDING BLOCK ON UNDERLYING SHARE FOR SOME EQUITY SECURITIES

1. 

Description of the underlying share 

1.1.  Describe the type and the class of the shares 

1.2.  Legislation under which the shares have been or will be created 

1.3.  Indication  whether  the  securities  are  in  registered  form  or  bearer  form  and  whether  the 
securities are in certificated form or book-entry form. In the latter case, name and address 
of the entity in charge of keeping the records 

1.4.  Indication of the currency of the shares issue 

1.5.  A description of the rights, including any limitations of these, attached to the securities and 

procedure for the exercise of those rights 

– 

Dividend rights:  

– 

– 

– 

– 

Fixed date(s) on which the entitlement arises, 

Time limit after which entitlement to dividend lapses and an indication of the 
person in whose favour the lapse operates, 

Dividend restrictions and procedures for non resident holders, 

Rate  of  dividend  or  method  of  its  calculation,  periodicity  and  cumulative  or 
non-cumulative nature of payments. 

Voting rights. 

Pre-emption rights in offers for subscription of securities of the same class. 

Right to share in the issuer’s profits.  

Rights to share in any surplus in the event of liquidation.  

Redemption provisions 

Conversion provisions 

– 

– 

– 

– 

– 

– 

1.6.  In the  case  of new issues, a  statement  of  the  resolutions,  authorisations  and  approvals by 
virtue of which the shares have been or will be created and/or issued and indication of the 
issue date 

1.7.  Where and when the shares will be or have been admitted to trading 

1.8.  Description of any restrictions on the free transferability of the shares 

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1.9.  Indication  of  the  existence  of  any  mandatory  takeover  bids/or  squeeze-out  and  sell-out 

rules in relation to the shares 

1.10.  Indication  of public takeover bids by third parties in respect of the issuer’s equity, which 
have  occurred  during  the  last  financial  year  and  the  current  financial  year.  The  price  or 
exchange terms attaching to such offers and the outcome thereof must be stated 

1.11.  Impact  on  the  issuer  of  the  underlying  share  of  the  exercise  of  the  right  and  potential 

dilution effect for the shareholders 

2. 

When the  issuer of the  underlying is  an  entity belonging to the same group, the information to 
provide on this issuer is the one required by the share Registration Document schedule. 

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ANNEX XV 

Minimum disclosure requirements for the registration document for securities issued by collective 

investment undertakings of the closed-end type (schedule) 

In  addition  to  the  information  required  in  this  schedule,  the  collective  investment  undertaking 
must provide the following information as required under paragraphs and items 1, 2, 3, 4, 5.1, 7, 
9.1,  9.2.1,  9.2.3, 10.4,  13, 14,  15, 16, 17.2, 18, 19, 20, 21, 22, 23, 24, 25 in annex I (minimum 
disclosure requirements for the share Registration Document schedule). 

1.0 

Investment Objective and Policy

1.1.  A  detailed  description  of  the  investment  objective  and  policy  which  the  collective  investment 
undertaking  will  pursue  and  a  description  of  how  that  investment  objectives  and  policy may  be 
varied including any circumstances in which such variation requires the approval of investors. A 
description  of  any  techniques  and  instruments  that  may  be  used  in  the  management  of  the 
collective investment undertaking. 

1.2  The  borrowing  and/or  leverage  limits  of  the  collective  investment  undertaking.  If  there  are  no 

such limits, include a statement to that effect. 

1.3  The  regulatory  status  of  the  collective  investment  undertaking  together  with  the  name  of  any 

regulator in its country of incorporation. 

1.4  The profile of a typical investor for whom the collective investment undertaking is designed. 

2. 

Investment Restrictions

2.1  A statement of the investment restrictions which apply to the collective investment undertaking, if 
any,  and  an  indication  of  how  the  holders  of  securities  will  be  informed  of  the  actions  that  the 
investment manager will take in the event of a breach. 

2.2  Where more than 20% of the gross assets of any collective investment undertaking (except where 

items 2.3 or 2.5 apply) may be:  

(a) invested in, either directly or indirectly, or lent to any single underlying issuer (including the 
underlying issuer’s subsidiaries or affiliates); or  

(b)  invested  in  one  or  more  collective  investment  undertakings  which  may  invest  in  excess  of 
20% of its  gross  assets  in other collective investment undertakings (open-end and/or closed-end 
type); or 

(c) exposed to the creditworthiness or solvency of any one counterparty (including its subsidiaries 
or affiliates); 

the following information must be disclosed: 

(i)  information  relating  to  each  underlying issuer/collective  investment  undertaking/counterparty 
as  if  it  were  an  issuer  for  the  purposes  of  the  minimum  disclosure  requirements  for  the  share 
Registration Document schedule (in the case of (a)) or minimum disclosure requirements for the 
registration  document  schedule  for securities issued by collective  investment  undertaking of the 
closed-end  type  (in  the  case  of  (b))  or  the  minimum  disclosure  requirements  for  the  debt  and 
derivative securities with an individual denomination per unit of at least EUR 50 000 Registration 
Document schedule (in the case of (c)) ; or  

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if 

the 

issued 

securities 

(ii) 
investment 
the 
undertaking/counterparty  have  already  been  admitted  to  trading  on  a  regulated  or  equivalent 
market  or  the  obligations  are  guaranteed  by  an  entity  admitted  to  trading  on  a  regulated  or 
equivalent  market,  the  name,  address,  country  of  incorporation,  nature  of  business  and name  of 
the market in which its securities are admitted. 

issuer/collective 

underlying 

by 

This  requirement  shall  not  apply  where  the  20%  is  exceeded  due  to  appreciations  or 
depreciations, changes in exchange rates, or by reason of the receipt of rights, bonuses, benefits in 
the  nature  of  capital  or  by  reason  of  any  other  action  affecting  every  holder  of  that  investment, 
provided  the  investment  manager  has  regard  to  the  threshold  when  considering  changes  in  the 
investment portfolio. 

2.3  Where  a  collective  investment  undertaking  may  invest  in  excess  of  20%  of  its  gross  assets  in 
other collective investment undertakings (open ended and/or closed ended), a description of if and 
how risk is spread in relation to those investments. In addition, item 2.2 shall apply, in aggregate, 
to its underlying investments as if those investments had been made directly. 

2.4.  With  reference  to  point  (c)  of  item  2.2  ,  if  collateral  is  advanced  to  cover  that  portion  of  the 
exposure to any one counterparty in excess of 20% of the gross assets of the collective investment 
undertaking, details of such collateral arrangements. 

2.5  Where  a  collective  investment  undertaking  may  invest  in  excess  of  40%  of  its  gross  assets  in 

another collective investment undertaking either of the following must be disclosed:

(a)  information  relating  to  each  underlying  collective  investment  undertaking  as  if  it  were  an 
issuer  under  minimum  disclosure  requirements  for  the  registration  document  schedule  for 
securities issued by collective investment undertaking of the closed-end type; 

(b)  if  securities  issued  by  an  underlying  collective  investment  undertaking  have  already  been 
admitted  to  trading  on  a  regulated  or  equivalent  market  or  the  obligations  are  guaranteed  by an 
entity  admitted  to  trading  on  a  regulated  or  equivalent  market,  the  name,  address,  country  of 
incorporation, nature of business and name of the market in which its securities are admitted. 

2.6  Physical Commodities 

Where a collective investment undertaking invests directly in physical commodities a disclosure 
of that fact and the percentage that will be so invested. 

2.7.  Property Collective investment undertakings 

Where  a  collective  investment  undertaking  is  a  property  collective  investment  undertaking, 
disclosure of that fact, the percentage of the portfolio that is to be invested in the property, as well 
as a description of the property and any material costs relating to the acquisition and holding of 
such property. In addition, a valuation report relating to the properties must be included.  

Disclosure of item 4.1. applies to: 

(a) the valuation entity;  

(b) any other entity responsible for the administration of the property. 

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2.8  Derivatives Financial instruments/Money Market Instruments/Currencies 

Where  a  collective  investment  undertaking  invests  in  derivatives  financial  instruments,  money 
market  instruments  or  currencies  other  than  for  the  purposes  of  efficient  portfolio  management 
(i.e.  solely  for  the  purpose  of  reducing,  transferring  or  eliminating  investment  risk  in  the 
underlying  investments  of  a  collective  investment  undertaking,  including  any  technique  or 
instrument  used  to  provide  protection  against  exchange  and  credit  risks),  a  statement  whether 
those  investments  are  used  for  hedging  or  for  investment  purposes,  and  a  description  of  if  and 
how risk is spread in relation to those investments. 

2.9. 

Item  2.2  does  not  apply  to  investment  in  securities  issued  or  guaranteed  by  a  government, 
government  agency  or  instrumentality  of  any  Member  State,  its  regional  or  local  authorities,  or 
OECD Member State. 

2.10.  Point  (a)  of  item  2.2  does  not  apply  to  a  collective  investment  undertaking  whose  investment 
objective  is  to  track,  without  material  modification,  that  of  a  broadly  based  and  recognised 
published index. A description of the composition of the index must be provided. 

3 

The applicant’s service providers

3.1.  The actual or estimated maximum amount of all material fees payable directly or indirectly by the 
collective investment undertaking for any services under arrangements entered into on or prior to 
the date of the registration document and a description of how these fees are calculated. 

3.2.  A  description  of  any  fee  payable  directly  or  indirectly  by  the  collective  investment  undertaking 

which cannot be quantified under item 3.1 and which is or may be material. 

3.3. 

If any service provider to the collective investment undertaking is in receipt of any benefits from 
third parties (other than the collective investment undertaking) by virtue of providing any services 
to  the  collective  investment  undertaking,  and  those  benefits  may  not  accrue  to  the  collective 
investment undertaking, a statement of that fact, the name of that third party, if available, and a 
description of the nature of the benefits. 

3.4.  The name of the service provider which is responsible for the determination and calculation of the 

net asset value of the collective investment undertaking. 

3.5.  A description of any material potential conflicts of interest which any of the service providers to 
the collective investment undertaking may have as between their duty to the collective investment 
undertaking  and  duties  owed  by  them  to  third  parties  and  their  other  interests.  A  description  of 
any arrangements which are in place to address such potential conflicts. 

4. 

Investment Manager/ Advisers

4.1. 

In respect of any Investment Manager such information as is required to be disclosed under items 
5.1.1  to  5.1.4  and,  if  material,  under  item  5.1.5  of  Annex  I  together  with  a  description  of  its 
regulatory status and experience. 

4.2. 

In  respect  of  any  entity  providing  investment  advice  in  relation  to  the  assets  of  the  collective 
investment undertaking, the name and a brief description of such entity. 

5. 

Custody

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5.1.  A full description of how the assets of the collective investment undertaking will be held and by 
whom  and  any  fiduciary  or  similar  relationship  between  the  collective  investment  undertaking 
and any third party in relation to custody:  

Where a custodian, trustee, or other fiduciary is appointed  

(a)  such  information  as  is  required  to  be  disclosed  under  items  5.1.1  to  5.1.4  and,  if  material, 
under item 5.1.5 of Annex I;  

(b) a description of the obligations of such party under the custody or similar agreement;  

(c) any delegated custody arrangements; 

(d) the regulatory status of such party and delegates 

5.2.  Where any entity other than those entities mentioned in item 5.1, holds any assets of the collective 
investment undertaking, a description of how these assets are held together with a description of 
any additional risks.  

6. 

Valuation

6.1.  A description of how often, and the valuation principles and the method by which, the net asset 
value  of  the  collective  investment  undertaking  will  be  determined,  distinguishing  between 
categories  of investments and a statement of how such net asset value will be communicated to 
investors. 

6.2.  Details of all circumstances in which valuations may be suspended and a statement of how such 

suspension will be communicated or made available to investors. 

7 

Cross Liabilities

7.1. 

In  the  case  of  an  umbrella  collective  investment  undertaking,  a  statement  of  any  cross  liability 
that  may  occur  between  classes  or  investments  in  other  collective  investment  undertakings  and 
any action taken to limit such liability. 

8. 

Financial Information

8.1.  Where, since the date of incorporation or establishment, a collective investment undertaking has 
not  commenced  operations  and  no  financial  statements have  been made up as at the date of the 
registration document, a statement to that effect.  

Where a collective investment undertaking has commenced operations, the provisions of item 20 
of Annex I on the Minimum Disclosure Requirements for the share Registration Document apply. 

8.2.  A comprehensive and meaningful analysis of the collective investment undertaking’s portfolio (if 

un-audited, clearly marked as such). 

8.3.  An  indication  of  the  most  recent  net  asset  value  per  security  must  be  included  in  the  securities 

note schedule (and, if un-audited, clearly marked as such) 

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ANNEX XVI 

Minimum Disclosure Requirements for the Registration Document for securities issued by Member 

States, third countries and their regional and local authorities (schedule) 

1. 

1.1 

1.2

PERSONS RESPONSIBLE 

All  persons  responsible  for  the  information  given  in  the  Registration  Document  and,  as  the 
case may be, for certain parts of it, with, in the latter case, an indication of such parts. In the 
case  of  natural  persons  including  members  of  the  issuer's  administrative,  management  or 
supervisory  bodies  indicate  the  name  and  function  of  the  person;  in  case  of  legal  persons 
indicate the name and registered office. 

A  declaration  by  those  responsible  for  the  Registration  Document  that,  having  taken  all 
reasonable  care  to  ensure  that  such  is  the  case,  the  information  contained  in  the  registration 
document  is,  to  the  best  of  their  knowledge  in  accordance  with  the  facts  and  contains  no 
omission likely to  affect its import. As the case may be, declaration by those responsible for 
certain parts of the registration document that, having taken all reasonable care to ensure that 
such is  the  case  the  information  contained  in the part of the registration document for which 
they  are  responsible  is,  to  the  best  of  their  knowledge,  in  accordance  with  the  facts  and 
contains no omission likely to affect its import. 

2  

RISK FACTORS 

Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations 
under the securities to investors in a section headed "Risk Factors".  

3. 

INFORMATION ABOUT THE ISSUER 

3.1. 

the legal name of the issuer and a brief description of the issuer’s position within the national 
governmental framework 

3.2. 

3.3. 

3.4. 

the domicile or geographical location and legal form of the issuer and its contact address and 
telephone number;  

any recent events relevant to the evaluation of the issuer’s solvency. 

a description of the issuer’s economy including: 

a) the structure of the economy with details of the main sectors of the economy,  

b)  gross  domestic  product  with  a  breakdown  by  the  issuer’s  economic  sectors  over  for  the 
previous two fiscal years. 

3.5. 

a  general  description  of  the  issuer’s  political  system  and  government  including  details  of the 
governing body of the issuer. 

4. 

PUBLIC FINANCE AND TRADE 

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Information  on  the  following  for  the  two  fiscal  years  prior  to  the  date  of  the  registration 
document: 

a)

the tax and budgetary systems,  

b)  gross  public  debt  including  a  summary  of  the  debt,  the  maturity  structure  of 
outstanding  debt  (particularly  noting  debt  with  a  residual  maturity  of  less  than  one 
year)  and  debt  payment  record,  and  of  the  parts  of  debt  denominated  in  the  domestic 
currency of the issuer and in foreign currencies. 

c)

foreign trade and balance of payment figures, 

d)  foreign  exchange  reserves  including  any  potential  encumbrances  to  such  foreign 

exchange reserves as forward contracts or derivatives. 

e)

financial  position  and  resources  including  liquid  deposits  available  in  domestic 
currency. 

f)

Income and expenditure figures 

Description of any auditing or independent review procedures on the accounts of the issuer.

5. 

SIGNIFICANT CHANGE 

5.1. 

Details of any significant changes to the information provided pursuant to item 4 which have 
occurred since the end of the last fiscal year, or an appropriate negative statement. 

6. 

LEGAL AND ARBITRATION PROCEEDINGS

Information  on  any  governmental,  legal  or  arbitration  proceedings  (including  any  such 
proceedings  which  are  pending  or  threatened  of  which  the  issuer  is  aware),  during  a  period 
covering  at  least  the  previous  12  months  which  may  have,  or  have  had  in  the  recent  past, 
significant  effects  on  the  issuer  financial  position,  or  provide  an  appropriate  negative 
statement.  

Information on any immunity the issuer may have from legal proceedings.

STATEMENT  BY  EXPERTS  AND  DECLARATIONS  OF  ANY  INTEREST

6.2 

7. 

Where a statement or report attributed to a person as an expert is included in the registration 
document, provide such  person’s name,  business address and  qualifications. If the report has 
been produced at the issuer’s request a statement to that effect, that such statement or report is 
included, in the form and context in which it is included, with the consent of that person, who 
has authorised the contents of that part of the registration document. 

To  the  extent  known  to  the  issuer,  provide  information  in  respect  of  any  interest  relating  to 
such expert which may have an effect on the independence of the expert in the preparation of 
the report. 

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30.4.2004 

8. 

DOCUMENTS ON DISPLAY 

A statement that for the life of the registration document the following documents (or copies 
thereof), where applicable, may be inspected: 

(a) financial and audit reports for the issuer covering the last two fiscal years and the budget 

for the current fiscal year; 

(b) all reports, letters, and other documents, , valuations and statements prepared by any expert 
at  the  issuer's  request  any  part  of  which  is  included  or  referred  to  in  the  registration 
document 

An indication of where the documents on display may be inspected, by physical or electronic 
means. 

30.4.2004

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L 149/117 

ANNEX XVII 

Minimum Disclosure Requirements for the Registration Document for securities issued by Public 
International Bodies and for debt securities guaranteed by a member state of the OECD 
(schedule) 

1

1.1 

1.2 

PERSONS RESPONSIBLE 

All  persons  responsible  for  the  information  given  in  the  Registration  Document  and,  as 
the case may be, for certain parts of it, with, in the latter case, an indication of such parts. 
In  the  case  of  natural  persons  including  members  of  the  issuer’s  administrative, 
management or supervisory bodies indicate the name and function of the person; in case 
of legal persons indicate the name and registered office.

A declaration by those responsible for the Registration Document, that, having taken all 
reasonable  care  to  ensure  that  such  is  the  case,  the  information  contained  in  the 
Registration Document is, to the best of their knowledge, in accordance with the facts and 
contains  no  omission  likely  to  materially  affect  its  import.  As  the  case  may  be, 
declaration by those responsible for certain parts of the registration document that, having 
taken all reasonable care to ensure that such is the case the information contained in the 
part  of  the  registration  document  for  which  they  are  responsible  is,  to  the  best  of  their 
knowledge,  in  accordance  with  the  facts  and  contains  no  omission  likely  to  affect  its 
import. 

2. 

RISK FACTORS 

Prominent  disclosure  of  risk  factors  that  may  affect  the  issuer’s  ability  to  fulfil  its 
obligations under the securities to investors in a section headed “Risk Factors”. 

INFORMATION ABOUT THE ISSUER 

The legal name of the issuer and a brief description of the issuer’s legal status; 

the location of the principal office and the legal form of the issuer and its contact address 
and telephone number;  

details  of  the  governing  body  of  the  issuer  and  a  description  of  its  governance 
arrangements, if any;- 

a brief description of the issuer’s purpose and functions; 

the  sources  of  funding,  guarantees  and  other  obligations  owed  to  the  issuer  by  its 
members;  

any recent events relevant to the evaluation of the issuer’s solvency; 

a list of the issuer’s members. 

FINANCIAL INFORMATION 

The  two  most  recently  published  audited  annual  financial  statements  prepared  in 
accordance with the accounting and auditing principles adopted by the issuer, and a brief 

3. 

3.1 

3.2 

3.3 

3.4 

3.5 

3.6 

3.7 

4. 

4.1 

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30.4.2004 

5. 

5.1 

5.2 

6. 

description of those accounting and auditing principles.  

Details  of  any  significant  changes  to  the  issuer’s  financial  position  which  has  occurred 
since the end of the latest published audited annual financial statement, or an appropriate 
negative statement. 

LEGAL AND ARBITRATION PROCEEDINGS 

Information  on  any  governmental,  legal  or  arbitration  proceedings  (including  any  such 
proceedings  which  are  pending  or  threatened  of  which  the  issuer  is  aware),  during  a 
period covering at least the previous 12 months which are likely to have, or have had in 
the  recent  past,  significant  effects  on  the  issuer’s  financial  position,  or  provide  an 
appropriate negative statement. 

Information on any immunity the issuer may have from legal proceedings pursuant to its 
constituent document.

STATEMENT BY EXPERTS AND DECLARATION OF ANY INTERESTS 

Where  a  statement  or  report  attributed  to  a  person  as  an  expert  is  included  in  the 
registration  document,  provide  such  person’s  name,  business  address  and 
qualifications.  If  the  report  has  been  produced  at  the  issuer’s  request  a  statement  to 
that effect, that such statement or report is included, in the form and context in which 
it is included, with the consent of that person. 

To  the  extent  known  to  the  issuer,  provide  information  in  respect  of  any  conflict  of 
interests relating to such expert which may have an effect on the independence of the 
expert in the preparation of the report. 

7. 

DOCUMENT ON DISPLAY 

A  statement  that  for  the  life  of  the  Registration  Document  the  following  documents  (or 
copies thereof), where applicable, will be made available on request: 

a) annual  and  audit  reports  of  the  issuer  for  each  of  the  last  two  financial  years 
prepared in accordance with the accounting and auditing principles adopted by the 
issuer; 

b)  all  reports,  letters,  and  other  documents,  valuations  and  statements  prepared  by 
any expert at the issuer’s request any part of which is included or referred to in the 
registration document;  

c)

the issuer’s constituent document. 

An  indication  of  where  the  documents  on  display  may  be  inspected,  by  physical  or 
electronic means. 

30.4.2004

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L 149/119 

ANNEX XVIII Table of combinations 

REGISTRATION DOCUMENT 

ANNEX XVIII 

SCHEDULES 

TYPES OF SECURITIES 

SHARE 

DEBT and 
DERIVATIV
E (< EUR 50 
000) 

DEBT and 
DERIVATIV
E (> or = EUR 
50 000) 

ASSET 
BACKED 
SEC. 

BANKS 
DEBT and 
DERIVATIV
E 

 BUILDING 
BLOCK 

PRO FORMA 
INFORMATI
ON 

Shares (preference shares, 
redeemable shares, shares 
with preferential 
subscription rights; etc…) 

Bonds(vanilla bonds, 
income bonds, structured 
bonds,etc…) with a 
denomination of less than 
EUR 50 000 

Bonds (vanilla bonds, 
income bonds, structured 
bonds, etc…) with a 
denomination of at least 
EUR 50 000 

Debt securities guaranteed 
by a third party 

Derivative sec. guaranteed 
by a third party 

Asset backed securities 

Bonds exchangeable or 
convertible into third 
party shares or issuers' or 
group shares which are 
admitted on a regulated 
market 

Bonds exchangeable or 
convertible into the 
issuer's shares not 
admitted on a regulated 
market 

Bonds exchangeable or 
convertible into group's 
shares not admitted on a 

OR 

OR 

OR 

OR 

OR 

OR 

OR 

OR 

OR 

OR 

OR 

OR 

OR 

OR 

OR 

OR 

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30.4.2004 

regulated market 

Bonds with warrants to 
acquire the issuer's shares 
not admitted to trading on 
a regulated market 

Shares with warrants to 
acquire the issuer's shares 
not admitted to trading on 
a regulated market 

Derivatives sec. giving the 
right to subscribe or to 
acquire the issuer's shares 
not admitted on a 
regulated market  

Derivatives sec. giving the 
right to acquire group's 
shares not admitted on a 
regulated market 

Derivatives sec. giving the 
right to subscribe or to 
acquire issuer's or group 
shares which are admitted 
on a regulated market and 
derivatives sec. linked to 
any other underlying than 
issuer's or group shares 
which are not admitted on 
a regulated market 
(including any derivatives 
sec. entitling to cash 
settlement) 

OR 

OR 

OR 

OR 

OR 

OR 

30.4.2004

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L 149/121 

ANNEX XVIII 

REGISTRATION DOCUMENT 

SCHEDULES 

STATES AND THEIR 
REGIONAL AND LOCAL 
AUTHORITIES 

COLLECTIVE 
INVESTMENT 
UNDERTAKING OF 
THE CLOSED-END 
TYPE 

PUBLIC 
INTERNATIONAL 
BODIES/Debt 
Securities guaranteed 
by a Member State of 
the OECD 

TYPES OF SECURITIES 

Shares (preference shares, 
redeemable shares, shares with 
preferential subscription rights; 
etc…) 

Bonds (vanilla bonds, income 
bonds, structured bonds, etc with a 
denomination of less than EUR 50 
000 

Bonds (vanilla bonds, income 
bonds, structured bonds, etc) with 
a denomination of at least EUR 50 
000 

Debt securities guaranteed by a 
third party 

Derivative sec. guaranteed by a 
third party 

Asset backed securities 

Bonds exchangeable or convertible 
into third party shares or issuers' 
or group shares which are admitted 
on a regulated market 

Bonds exchangeable or convertible 
into the issuer's shares not 
admitted on a regulated market 

Bonds exchangeable or convertible 
into group's shares not admitted on 
a regulated market 

Bonds with warrants to acquire the 
issuer's shares not admitted to 
trading on a regulated market 

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Shares with warrants to acquire 
the issuer's shares not admitted to 
trading on a regulated market 

Derivatives sec. giving the right to 
subscribe or to acquire the issuer's 
shares not admitted on a regulated 
market  

Derivatives sec. giving the right to 
acquire group's shares not 
admitted on a regulated market 

Derivatives sec. giving the right to 
subscribe or to acquire issuer's or 
group shares which are admitted 
on a regulated market and 
derivatives sec. linked to any other 
underlying than issuer's or group 
shares which are not admitted on a 
regulated market (including any 
derivatives sec. entitling to cash 
settlement) 

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S E C U R I T I E S NOT E  

ANNEX XVIII 

SCHEDULES 

ADDITIONAL BUILDING 
BLOCKS 

TYPES OF 
SECURITIES 

SHARE  DEBT 

(<  EUR  50 
000) 

DEBT 
 (> or = 
EUR 50 
000) 

DERIVATIVES 
SEC. 

GUARANTEES 

ASSET 
BACKED 
SEC. 

UNDERLYI
NG SHARE 

Shares (preference 
shares, redeemable 
shares, shares with 
preferential 
subscription rights; 
etc…) 

Bonds (vanilla bonds, 
income bonds, 
structured bonds, etc 
with a denomination of 
less than EUR 50 000 

Bonds (vanilla bonds, 
income bonds, 
structured bonds, etc) 
with a denomination of 
at least EUR 50 000 

Debt securities 
guaranteed by a third 
party 

Derivative sec. 
guaranteed by a third 
party 

OR 

OR 

Asset backed securities 

OR 

OR 

Bonds exchangeable or 
convertible into third 
party shares or 
issuers' or group 
shares which are 
admitted on a 
regulated market 

OR 

OR 

only item 
4.2.2 

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OR 

OR 

OR 

OR 

OR 

OR 

AND  
except item 
4.2.2 

AND  
except item 
4.2.2 

except item 
4.2.2 

except item 
4.2.2 

Bonds exchangeable or 
convertible into the 
issuer's shares not 
admitted on a 
regulated market 

Bonds exchangeable or 
convertible into 
group's shares not 
admitted on a 
regulated market 

Bonds with warrants 
to acquire the issuer's 
shares not admitted to 
trading on a regulated 
market 

Shares with warrants 
to acquire the issuer's 
shares not admitted to 
trading on a regulated 
market 

Derivatives sec. giving 
the right to subscribe 
or to acquire the 
issuer's shares not 
admitted on a 
regulated market  

Derivatives sec. giving 
the right to acquire 
group's shares not 
admitted on a 
regulated market 

Derivatives sec. giving 
the right to subscribe 
or to acquire issuer's 
or group shares which 
are admitted on a 
regulated market and 
derivatives sec. linked 
to any other 
underlying than 
issuer's or group 
shares which are not 
admitted on a 
regulated market 
(including any

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derivatives sec. 
entitling to cash 
settlement) 

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Annex XIX – List of specialist issuers 

- Property companies 

- Mineral companies 

- Investment companies 

- Scientific research based companies 

- Companies with less than 3 years of existence (Start-up companies) 

- Shipping companies