Corrigendum to 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 (OJ L 149, 30.4.2004)
Date: 2004-06-16
Institutions: European Commission
Subjects: approximation of laws, dissemination of information, publication, securities, stock-exchange listing

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CORRIGENDA

Corrigendum to 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

(Official Journal of the European Union L 149 of 30 April 2004)

Regulation (EC) No 809/2004 should read as follows:

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 Parlia-
ment and the Council of 4 November 2003 on the prospectus to
be published when securities are offered to the public or admit-
ted to trading and amending Directive 2001/34/EC (1), and in par-
ticular 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 Regula-
tors (CESR) (2) for technical advice,

Whereas:

(1)

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 infor-
mation to be incorporated by reference in a prospectus and
dissemination of advertisements are concerned.

(2)

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 Coun-
cil 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 Euro-
pean Union provisions relating to data protection.

Care should be taken that, in those cases where a prospec-
tus is composed of separate documents, duplication of
information is avoided; to this end separate detailed sched-
ules for the registration document and for the securities
note, adapted to the particular type of issuer and the secu-
rities 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.

(3)

(4)

(5)

(1) 1 OJ L 345, 31.12.2003, p. 64.
(2) 2 CESR was established by Commission Decision 2001/527/EC (OJ

(3) OJ L 184, 6.7.2001, p. 1. Directive as last amended by Directive

L 191, 13.7.2001, p. 43).

2003/71/EC.

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(6)

(7)

(8)

(9)

In most cases, given the variety of issuers, the types of
securities, the involvement or not of a third party as a guar-
antor, 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 differ-
ent 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 appli-
cable 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 regu-
lated market.

Voluntary disclosure of profit forecasts in a share registra-
tion document should be presented in a consistent and
comparable manner and accompanied by a statement pre-
pared by independent accountants or auditors. This infor-
mation 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 sig-
nificant 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.

component in the interest payment should be included in
the securities note schedule for debt securities.

(12) The additional ‘building block’ related to guarantee should
apply to any obligation in relation to any kind of security.

(13)

The asset backed securities registration document should
in
not apply to mortgage bonds as provided for
Article 5(4)(b) of Directive 2003/71/EC and other covered
bonds. The same should apply for the asset backed securi-
ties additional ‘building block’ that has to be combined
with the securities note for debt securities.

(14) Wholesale investors should be able to make their invest-
ment 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 cur-
rency provided that the value of such minimum denomi-
nation when converted to EURO amounts to at least
EURO 50 000.

(15)

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 prospec-
tus 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.

(10) The schedule for the share securities note should be appli-
cable to any class of share since it considers information
regarding a description of the rights attached to the secu-
rities and the procedure for the exercise of any rights
attached to the securities.

(16) The banks registration document schedule should be appli-
cable to banks from third countries which do not fall under
the definition of credit
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 insti-
tutions (1) but have their registered office in a state which
is a member of the OECD.

institution provided for

(11)

Some debt securities such as structured bonds incorporate
certain elements of a derivative security, therefore addi-
tional disclosure requirements related to the derivative

(1) OJ L 126, 26.5.2000, p. 1. Directive as last amended by the 2003 Act

of Accession.

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(17)

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

(18)

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 under-
lying 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 under-
lying’ of the schedule securities note for derivative securi-
ties, 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 pro-
spectus 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 interna-
tional bodies.

(21) A base prospectus and its final terms should contain the
same information as a prospectus. All the general prin-
ciples applicable to a prospectus are applicable also to the
final terms. Nevertheless, where the final terms are not
included in the base prospectus they do not have to be
approved by the competent authority.

(22)

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 restric-
tive list of issuers for which adapted information may be
required is necessary. The adapted information require-
ments 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. Inclu-
sion of new categories in the list should be restricted to
those cases where this can be duly justified.

(23)

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 circum-
stances 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 inappli-
cable 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 pro-
spectus with its final terms compared to a single issue pro-
spectus 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.

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(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 pro-
spectus 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 sched-
ules should principally be presented in accordance with
Regulation (EC) No 1606/2002 of the European Parlia-
ment and of the Council of 19 July 2002 on the applica-
tion of international accounting standard (1) or Member
States’ accounting standards. Specific requirements should,
however, be laid down for third country issuers.

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 publica-
tion 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.

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

(34)

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

(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 con-
sidered. Particular attention should be granted to the lan-
guage 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 pro-
spectus and the updated information should also be
provided.

(31) Where a prospectus is published in electronic form, addi-
tional 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,

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

(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 cer-
tain of its effects, a number of transitional arrangements
for historical financial information to be included in a pro-
spectus should be provided for, in order to prevent exces-
sive 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.

information

(37) The obligation to restate in a prospectus historical finan-
cial
(EC)
according
N° 1606/2002 does not cover securities with a denomina-
tion per unit of at least EUR 50 000; consequently such
transitional arrangements are not necessary for such
securities.

Regulation

to

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(38)

For reasons of coherence it is appropriate that this Regu-
lation 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,

2.

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

HAS ADOPTED THIS REGULATION:

3.

‘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;

CHAPTER I

SUBJECT MATTER AND DEFINITIONS

4.

‘special purpose vehicle’ means an issuer whose objects and
purposes are primarily the issue of securities;

Article 1

Subject matter

This Regulation lays down:

5.

‘asset backed securities’ means securities which:

1.

2.

3.

4.

5.

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

(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;

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

the method of publication referred to in Article 10 of Direc-
tive 2003/71/EC;

or

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

(b) are secured by assets and the terms of which provide for
payments which relate to payments or reasonable pro-
jections of payments calculated by reference to identified
or identifiable assets;

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;

6.

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

6.

‘umbrella collective investment undertaking’ means a collec-
tive investment undertaking invested in one or more collec-
tive investment undertakings, the asset of which is composed
of separate class(es) or designation(s) of securities;

Article 2

Definitions

7.

‘property collective investment undertaking’ means a collec-
tive investment undertaking whose investment objective is
the participation in the holding of property in the long term;

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

1.

‘schedule’ means a list of minimum information requirements
adapted to the particular nature of the different types of issu-
ers and/or the different securities involved;

8.

‘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;

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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;

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 accor-
dance with Article 13 of that Directive, may require that the infor-
mation 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.

and

(b) aiming to specifically promote the potential subscription

or acquisition of securities.

Article 4

Share registration document schedule

10.

‘profit forecast’ means a form of words which expressly states
or by implication indicates a figure or a minimum or maxi-
mum figure for the likely level of profits or losses for the cur-
rent 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.

For the share registration document information shall be

1
given in accordance with the schedule set out in Annex I.

The schedule set out in paragraph 1 shall apply to the

2
following:

11.

‘profit estimate’ means a profit forecast for a financial period
which has expired and for which results have not yet been
published.

1.

shares and other transferable securities equivalent to shares;

2. other securities which comply with the following conditions:

12.

‘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 of
the European Parliament and of the Council (1).

(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;

CHAPTER II

MINIMUM INFORMATION

and

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 securi-
ties 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.

(b) provided that these shares or other transferable securi-
ties equivalent to shares are or will be issued by the issuer
of the security and are not yet traded on a regulated mar-
ket 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 trans-
ferable securities equivalent to shares can be delivered
with physical settlement.

Article 5

Pro forma financial information building block

(1) OJ L 96, 12.4.2003, p. 16

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

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Pro forma financial information should be preceded by an intro-
ductory explanatory paragraph that states in clear terms the pur-
pose of including this information in the prospectus.

Article 9

Guarantees building block

Article 6

Share securities note schedule

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

For the share securities note information is necessary to be

1
given in accordance with the schedule set out in Annex III.

Article 10

Asset backed securities registration document schedule

The schedule shall apply to shares and other transferable

2
securities equivalent to shares.

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

Article 7

Asset backed securities building block

Article 11

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 con-
cerning 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 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

For the securities note for debt securities with a denomina-
1
tion per unit of less than EUR 50 000 information shall be given
in accordance with the schedule set out in Annex V.

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 con-
cerning 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

2
The schedule shall apply to debt where the issuer has an
obligation arising on issue to pay the investor 100 % of the nomi-
nal value in addition to which there may be also an interest
payment.

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

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Article 14

Article 17

Banks registration document schedule

Additional information building block
on the underlying share

1
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.

1
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.

The schedule set out in paragraph 1 shall apply to credit
2
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.

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.

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

2
The additional information referred to in the first subpara-
graph of paragraph 1 shall only apply to those securities which
comply with both of the following conditions:

Article 15

Securities note schedule for derivative securities

1.

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;

1
For the securities note for derivative securities information
shall be given in accordance with the schedule set out in
Annex XII.

and

2
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 50 000

1
For the securities note for debt securities with a denomina-
tion per unit of at least EUR 50 000 information shall be given in
accordance with the schedule set out in Annex XIII.

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 equiva-
lent 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 equiva-
lent to shares can be delivered with physical settlement.

Article 18

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

2
The schedule shall apply to debt where the issuer has an
obligation arising on issue to pay the investor 100 % of the nomi-
nal value in addition to which there may be also an interest
payment.

1
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 docu-
ment 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.

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The schedule shall apply to collective investment undertak-
2
ings of the closed-end type holding a portfolio of assets on behalf
of investors that:

2

The schedule shall apply to:

— all types of securities issued by public international bodies,

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;

— to debt securities unconditionally and irrevocably guaran-
teed, on the basis of national legislation, by a state which is
member of the OECD.

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 share-
holders and only in circumstances where the collective invest-
ment 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

Article 21

Combination of schedules and building blocks

1
The use of the combinations provided for in the table set out
in Annex XVIII shall be mandatory when drawing up prospec-
tuses for the types of securities to which those combinations cor-
respond according to this table.

However, for securities not covered by those combinations fur-
ther combinations may be used.

2
The most comprehensive and stringent registration docu-
ment schedule, i.e. the most demanding schedule in term of num-
ber 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 sched-
ule is provided for, according to the following ranking of
schedules:

1
For the registration document for securities issued by Mem-
ber States, third countries and their regional and local authorities
information shall be given in accordance with the schedule set out
in Annex XVI.

1.

share registration document schedule;

The schedule shall apply to all types of securities issued by
2
Member States, third countries and their regional and local
authorities.

Article 20

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

2.

3.

debt and derivative securities registration document sched-
ule for securities with a denomination per unit of less than
EUR 50 000;

debt and derivative securities registration document sched-
ule 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
For the registration document for securities issued by public
international bodies and for securities unconditionally and irre-
vocably guaranteed, on the basis of national legislation, by a state
which is member of the OECD information shall be given in
accordance with the schedule set out in Annex XVII.

1
A base prospectus shall be drawn up by using one or a com-
bination 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.

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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.

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;

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

The issuer, the offeror or the person asking for admission to
2
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.

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.

Only the following categories of securities may be contained
6
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;

The use of the combinations provided for in the table in
3
Annex XVIII shall be mandatory when drawing up base prospec-
tuses for the types of securities to which those combinations cor-
respond according to this table.

4.

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

However, for securities not covered by those combinations fur-
ther combinations may be used.

4
The final terms attached to a base prospectus shall only con-
tain the information items from the various securities note sched-
ules according to which the base prospectus is drawn up.

In drawing up a base prospectus the issuer, the offeror or the per-
son 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 trad-
ing on a regulated market shall publish a supplement prior to the
final closing of the offer or the admission of those securities to
trading.

5
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:

Article 23

Adaptations to the minimum information given in
prospectuses and base prospectuses

1.

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

1
Notwithstanding Articles 3 second paragraph and 22(1) sec-
ond subparagraph, where the issuer’s activities fall under one of
the categories included in Annex XIX, the competent authority of

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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 pro-
cedure provided for in Article 24 of Directive 2003/71/EC.

2
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 vari-
ous 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 cho-
sen. This addition shall be done in accordance with the main char-
acteristics 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
3
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 obli-
gation 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 com-
pletely 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.

By way of derogation of Articles 3 to 22, in the cases where
4
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.

Article 24

Content of the summary of prospectus
and base prospectus

The issuer, the offeror or the person asking for admission to trad-
ing 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 admis-
sion 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 fol-
lowing parts in the following order:

1.

a clear and detailed table of contents;

2.

3.

4.

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

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.

2 Where an issuer, an offeror or a person asking for the admis-
sion 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 reg-
istration document shall be each composed of the following parts
in the following order:

1.

a clear and detailed table of content;

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2.

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

2.

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

3.

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

3.

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

3
In the cases mentioned in paragraphs 1 and 2, the issuer, the
offeror or the person asking for admission to trading on a regu-
lated 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.

4 Where the order of the items does not coincide with the
order of the information provided for in the schedules and build-
ing 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 trad-
ing 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.

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 regu-
lated market shall decide on a case-by-case basis whether to inte-
grate 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 iden-
tify the changes, in particular by way of footnotes.

4.

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

2
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 build-
ing blocks according to which the prospectus is drawn up. The
information on the different securities contained in the base pro-
spectus shall be clearly segregated.

3 Where the order of the items does not coincide with the
order of the information provided for by the schedules and build-
ing 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 pro-
spectus before its approval. Such list should identify the pages
where each item can be found in the prospectus.

4
In case the issuer, the offeror or the person asking for admis-
sion to trading on a regulated market has previously filed a reg-
istration 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:

Article 26

Format of the base prospectus and its related final terms

1.

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

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

1.

a clear and detailed table of contents;

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.

5
The final terms attached to a base prospectus shall be pre-
sented in the form of a separate document containing only the
final terms or by inclusion of the final terms into the base
prospectus.

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In the case that the final terms are included in a separate docu-
ment containing only the final terms, they may replicate some
information which has been included in the approved base pro-
spectus 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 pro-
spectus and final terms and where the base prospectus is available.

6 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.

7 Where the summary of a base prospectus must be supple-
mented 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 pro-
ducing a new summary, or by producing a supplement to the
summary.

of the issuer, the offeror or the person asking for admission to
trading on a regulated market, through one of the means permit-
ted under Article 14 of that Directive in the home Member State
of the issuer.

2
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 finan-
cial statements in the home Member State.

The document shall include a statement indicating that some

3
information may be out-of-date, if such is the case.

Article 28

Arrangements for incorporation by reference

Information may be incorporated by reference in a prospec-
1
tus or base prospectus, notably if it is contained in one the fol-
lowing documents:

1.

annual and interim financial information;

2.

documents prepared on the occasion of a specific transaction
such as a merger or de-merger;

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 regu-
lated market shall ensure that investors can easily identify the
changes, in particular by way of footnotes.

3.

audit reports and financial statements;

4. memorandum and articles of association;

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.

5.

earlier approved and published prospectuses and/or base
prospectuses;

CHAPTER IV

INFORMATION AND INCORPORATION BY REFERENCE

7.

circulars to security holders.

6.

regulated information;

Article 27

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

2
The documents containing information that may be incor-
porated by reference in a prospectus or base prospectus or in the
documents composing it shall be drawn up following the provi-
sions of Article 19 of Directive 2003/71/EC.

The document referred to in Article 10(1) of Directive
1
2003/71/EC shall be made available to the public, at the choice

3
If a document which may be incorporated by reference con-
tains information which has undergone material changes, the pro-
spectus or base prospectus shall clearly state such a circumstance
and shall give the updated information.

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The issuer, the offeror or the person asking for admission to
4
trading on a regulated market may incorporate information in a
prospectus or base prospectus by making reference only to cer-
tain parts of a document, provided that it states that the non-
incorporated parts are either not relevant for the investor or cov-
ered elsewhere in the prospectus.

5 When incorporating information by reference, issuers, off-
erors 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 30

Publication in newspapers

In order to comply with point (a) of Article 14(2) of Direc-
1
tive 2003/71/EC the publication of a prospectus or a base pro-
spectus shall be made in a general or financial information news-
paper having national or supra-regional scope;

2
If the competent authority is of the opinion that the news-
paper chosen for publication does not comply with the require-
ments 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 inhab-
itants and reading habits in each Member State.

Article 29

Publication in electronic form

Article 31

Publication of the notice

1
The publication of the prospectus or base prospectus in elec-
tronic form, either pursuant to points (c) (d) and (e) of Article 14(2)
of Directive 2003/71/EC, or as an additional means of availabil-
ity, 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 pro-
spectus cannot be modified;

1
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.

3.

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;

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.

4.

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

3

The notice shall contain the following information:

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.

1.

the identification of the issuer;

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;

If a prospectus or base prospectus for offer of securities to
2
the public is made available on the web-sites of issuers and finan-
cial intermediaries or of regulated markets, these shall take mea-
sures, 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.

3.

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

4.

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

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5.

6.

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

5.

catalogue;

6.

telephone with or without human intervention;

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.

seminars and presentations;

7.

the date of the notice.

8.

radio;

9.

videophone;

Article 32

List of approved prospectuses

10. videotext;

The list of the approved prospectuses and base prospectuses pub-
lished 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.

11. electronic mail;

12. facsimile machine (fax);

Article 33

Publication of the final terms of base prospectuses

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

13. television;

14. notice;

15. bill;

16. poster;

17. brochure;

Article 34

Dissemination of advertisements

18. web posting including internet banners.

Advertisements related to an offer to the public of securities or to
an admission to trading on a regulated market may be dissemi-
nated to the public by interested parties, such as issuer, offeror or
person asking for admission, the financial intermediaries that par-
ticipate 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;

CHAPTER VI

TRANSITIONAL AND FINAL PROVISIONS

Article 35

Historical financial information

1
The obligation for Community issuers to restate in a pro-
spectus 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 Regula-
tion (EC) No 1606/2002.

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2 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 histori-
cal 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.

view of the issuer’s assets and liabilities, financial position and
profit and loss.

4
Third country issuers having prepared historical financial
information according to internationally accepted standards as
referred to in Article 9 of Regulation (EC) No 1606/2002 may use
that information in any prospectus filed before 1 January 2007,
without being subject to restatement obligations.

Until 1 January 2007 the obligation to restate in a prospec-
3
tus 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 infor-
mation according to the national accounting standards of a
third country.

In this case, historical financial information shall be accompanied
with more detailed and/or additional information if the financial
statements included in the prospectus do not give a true and fair

From 1 January 2007 third country issuers, as referred to in
5
paragraphs 3 and 4, shall present the historical financial informa-
tion referred to in paragraph 3 point (1) following the establish-
ment of equivalence pursuant to a mechanism to be set up by the
Commission. This mechanism shall be set up through the Com-
mittee procedure provided for in Article 24 of Directive
2003/71/EC.

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

6
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 Euro-
pean 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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ANNEX I

Minimum Disclosure Requirements for the Share Registration Document
(schedule)

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

2.

STATUTORY AUDITORS

2.1.

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).

2.2.

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

3.

SELECTED FINANCIAL INFORMATION

3.1.

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

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

3.2.

If selected financial information for interim periods is provided, comparative data from the same period in the prior
financial year must also be provided, except that the requirement for comparative balance sheet information is sat-
isfied 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

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

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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 incorpo-
ration, 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. 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

5.2.2. 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. 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

6.1.2. An indication of any significant new products and/or services that have been introduced and, to the extent the

development of new products or services has been publicly disclosed, give the status of development.

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.

7.

ORGANISATIONAL STRUCTURE

7.1.

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

7.2.

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.

8.

PROPERTY, PLANTS AND EQUIPMENT

8.1.

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

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8.2.

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 con-
dition, changes in financial condition and results of operations for each year and interim period, for which histori-
cal 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 mate-
rially 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 mate-
rially affect, directly or indirectly, the issuer’s operations.

10.5.

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

11.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES

Where material, provide a description of the 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.

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

12.2.

Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to
have a material effect on the 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 infor-
mation 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

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influence of the members of the administrative, management or supervisory bodies; the assumptions must be
readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates
underlying the forecast.

13.2.

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

13.3.

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

13.4.

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

14.

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT

14.1.

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

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

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

(c)

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

and

(d)

any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experi-
ence 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 per-
son mentioned in points (b) and (d) of the first subparagraph, details of that person’s relevant management exper-
tise 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 administra-
tive, 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 sub-
paragraph 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 authori-
ties (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.

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

14.2.

Administrative, Management, and Supervisory bodies and 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 subsid-
iaries 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

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

16.1.

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

16.2.

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

16.3.

Information about the 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.

16.4.

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

17.1.

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

17.2.

Shareholdings and stock options

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

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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, manage-
ment 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 guar-
antees 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 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 account-
ing standards and policies and legislation applicable to such annual financial statements.

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If the issuer has been operating in its current sphere of economic activity for less than one year, the audited his-
torical 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 his-
torical financial information must be prepared according to the international accounting standards adopted pur-
suant 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 informa-
tion 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 appli-
cable in a Member State or an equivalent standard.

20.2.

Pro forma financial information

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

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

This pro forma financial information is to be presented as set out in 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.

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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 state-

ments in the registration document;

(b) 15 months from the date of the registration document if the issuer includes unaudited interim financial state-

ments 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 informa-
tion 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.

20.6.2.

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 infor-

mation 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 prof-
itability, 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;

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(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.

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 sub-

sidiaries 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 uncon-
ditionally 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 con-

ditions 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.

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 reg-
istration document.

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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 INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY
INTEREST

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 mis-
leading. 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 appli-
cable, may be inspected:

(a)

the memorandum and articles of association of the issuer;

(b)

(c)

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, there-
fore, does not represent the company’s actual financial position or results.

2.

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.

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

(a)

the historical unadjusted information;

(b)

the pro forma adjustments;

and

(c)

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)

clearly shown and explained;

(b) directly attributable to the transaction;

(c)

factually supportable.

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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.

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

(a)

the pro forma financial information has been properly compiled on the basis stated;

(b)

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)

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 cer-
tain 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 accor-
dance 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’.

3.

KEY INFORMATION

3.1.

Working capital Statement

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.

Capitalisation and indebtedness

A statement of capitalisation 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.

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.

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.

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4.2.

Legislation under which the securities have been created.

4.3.

An indication whether the securities are in registered form or bearer form and whether the securities are in certifi-
cated 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.

A description of the rights attached to the securities, including any limitations of those rights, 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.

4.6.

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

4.7.

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

4.8.

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

4.9.

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

4.10.

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.

4.11.

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:

— 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.

5.

TERMS AND CONDITIONS OF THE OFFER

5.1.

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

5.1.1.

Conditions to which the offer is subject.

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5.1.2.

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.

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. An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revo-

cation can occur after dealing has begun.

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

applicants.

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

amount to invest).

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

5.1.10. The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treat-

ment 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 simul-
taneously 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.

To the extent known to the issuer, an indication of whether major shareholders or members of the issuer’s man-
agement, 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)

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

(b)

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

(c)

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;

(d)

a description of any pre-determined preferential treatment to be accorded to certain classes of investors or cer-
tain 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;

(e) 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;

(f)

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

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(g)

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

(h) 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 noti-
fication is made.

5.2.5. Over-allotment and ‘green shoe’:

(a)

the existence and size of any over-allotment facility and/or ‘green shoe’.

(b)

the existence period of the over-allotment facility and/or ‘green shoe’.

(c)

any conditions for the use of the over-allotment facility or exercise of the ‘green shoe’.

5.3.

Pricing

5.3.1. An indication of the price at which the securities will be offered. If the price is not known or if there is no estab-
lished and/or liquid market for the securities, indicate the method for determining the offer price, including a state-
ment 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.

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 restric-
tion 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 mem-
bers of the administrative, management or supervisory bodies or senior management, or affiliated persons, of secu-
rities acquired by them in transactions during the past year, or which they have the right to acquire, include a com-
parison of the public contribution in the proposed public offer and the effective cash contributions of such persons.

5.4.

Placing and Underwriting

5.4.1

Name and address of the coordinator(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 underwrit-
ten, 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.

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

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6.2.

6.3.

6.4.

6.5.

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 liquid-
ity 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:

6.5.1.

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,

6.5.2.

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

6.5.3.

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

6.5.4.

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

7.

SELLING SECURITIES HOLDERS

7.1.

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.

7.2.

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

7.3.

Lock-up agreements

The parties involved.

Content and exceptions of the agreement.

Indication of the period of the lock up.

8.

EXPENSE OF THE ISSUE/OFFER

8.1.

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

9.

DILUTION

9.1.

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

9.2.

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.

10.

ADDITIONAL INFORMATION

10.1.

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

10.2.

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.

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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 pro-
duced 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 mis-
leading. 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 finan-
cial information, details if material.

3.

SELECTED FINANCIAL INFORMATION

3.1.

Selected historical financial information regarding the issuer, presented, for each financial year for the period cov-
ered 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.

3.2.

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

5.1.

History and development of the Issuer

5.1.1.

the legal and commercial name of the issuer;

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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 incorpo-
ration, 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 per-

formed;

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.

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

7.2.

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

8.

TREND INFORMATION

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

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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 inde-
pendent 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;

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

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

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 stan-
dards 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.

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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 his-
torical 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 his-
torical financial information must be prepared according to the international accounting standards adopted pur-
suant 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 informa-
tion 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 stan-
dards 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

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 unaudited.

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 informa-
tion 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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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 finan-
cial 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 prof-
itability, 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

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 INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY
INTEREST

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 mis-
leading. 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 appli-
cable, may be inspected:

(a)

the memorandum and articles of association of the issuer;

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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
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 per-
sons 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

2.1.

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’.

3.

KEY INFORMATION

3.1.

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.

3.2.

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.

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 cer-
tificated 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.

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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 vola-
tility 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 instru-
ment(s), especially under the circumstances when the risks are most evident.

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

4.9.

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

4.10. 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.

4.11.

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

4.12.

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

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

4.14.

In respect of the country of registered office of the issuer and the country(ies) where the offer being made or admis-
sion 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.

5.

TERMS AND CONDITIONS OF THE OFFER

5.1.

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.

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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 simulta-
neously 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 noti-

fication 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 sub-
scriber or purchaser.

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 state-
ment of the portion not covered. Indication of the overall amount of the underwriting commission and of the plac-
ing commission.

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

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 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.

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, pro-
viding liquidity through bid and offer rates and description of the main terms of their commitment.

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7.

ADDITIONAL INFORMATION

7.1.

7.2.

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 author-
ity, 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 per-
sons’ 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 accu-
rately 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 com-
mitment (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 gener-
ality 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 sub-
ject 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.

PERSONS RESPONSIBLE

1.1. All persons responsible for the information given in the registration document and, as the case may be, for certain
parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including members of
the 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.

1.2. A declaration by those responsible for the registration document that, having taken all reasonable care to ensure that
such is the case, the information 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 respon-
sible 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.

2.

STATUTORY AUDITORS

2.1. 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).

3.

RISK FACTORS

3.1.

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

4.

INFORMATION ABOUT THE ISSUER:

4.1. A statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing

asset backed securities;

4.2.

The legal and commercial name of the issuer;

4.3.

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

4.4.

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

4.5.

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 reg-
istered office).

4.6. 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.

5.

BUSINESS OVERVIEW

5.1. A brief description of the issuer’s principal activities.

5.2. A global overview of the parties to the securitisation program including information on the direct or indirect own-

ership or control between those parties.

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6.

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

6.1. 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.

7.

MAJOR SHAREHOLDERS

7.1.

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.

8.

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

8.1. 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 pro-
vided in the registration document.

8.2. Historical Financial Information

Where, since the date of incorporation or establishment, an issuer has commenced operations and financial state-
ments 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 appli-
cable 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 stan-
dards 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 account-
ing standards where 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 stan-
dards. 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 appli-
cable in a Member State or an equivalent standard.

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8.2a

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 state-
ments 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 appli-
cable, 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 pre-
pared 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 poli-
cies 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 appli-
cable in a Member State or an equivalent standard. Otherwise, the following information must be included in the reg-
istration 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 pend-
ing 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 prof-
itability, 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.

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9.

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

9.1. 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.

9.2. Where information has been sourced from a third party, provide a confirmation that this information has been accu-
rately 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 appli-

cable, may be inspected:

(a)

the memorandum and articles of association of the issuer;

(b)

(c)

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 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.

THE SECURITIES

1.1.

The minimum denomination of an issue.

1.2.

Where information is disclosed about an undertaking/obligor which is not involved in the issue, provide a confir-
mation 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 pub-
lished 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.

2.

THE UNDERLYING ASSETS

2.1.

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

2.2.

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

2.2.1.

The legal jurisdiction by which the pool of assets is governed

2.2.2.

(a)

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

(b)

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.

2.2.3.

the legal nature of the assets;

2.2.4.

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

2.2.5.

the amount of the assets;

2.2.6.

loan to value ratio or level of collateralisation;

2.2.7.

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

2.2.8.

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

2.2.9.

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;

2.2.10. 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.

2.2.11. 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)

information relating to each obligor as if it were an issuer drafting a registration document for debt and deriva-
tive securities with an individual denomination of at least EUR 50 000;

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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.

2.2.12.

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

2.2.13. 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.

2.2.14. Where the assets comprise equity securities that are admitted to trading on a regulated or equivalent market indi-

cate the following:

(a)

a description of the securities;

(b)

a description of the market on which they are traded including its date of establishment, how price informa-
tion 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;

(c)

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

2.2.15. 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 sched-
ule for share registration document in respect of each issuer of those securities.

2.2.16. 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.

2.3.

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

2.3.1.

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

2.3.2.

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 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.

2.4.

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 descrip-
tion of how the holders of that class will be informed.

3.

STRUCTURE AND CASH FLOW

3.1.

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

3.2.

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

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3.3.

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.

3.4.

An explanation of the flow of funds including:

3.4.1.

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

3.4.2.

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 short-
fall risks;

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

3.4.4.

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

3.4.5.

how payments are collected in respect of the assets;

3.4.6.

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

3.4.7.

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

3.5.

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

3.6.

3.7.

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;

the name, address and significant business activities of the administrator, calculation agent or equivalent, together
with a summary of 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 agent and the appointment of an alternative administrator/calculation agent;

3.8.

the names and addresses and brief description of:

(a)

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

(b)

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

4.

POST ISSUANCE REPORTING

4.1.

Indication in the prospectus whether or not it intends to provide post-issuance transaction information regarding
securities to be admitted to trading and the performance of the underlying collateral. Where the issuer has indi-
cated 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.

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.

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).

2.2.

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

3.

RISK FACTORS

3.1.

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’.

4.

INFORMATION ABOUT THE ISSUER

4.1.

History and development of the Issuer

4.1.1.

the legal and commercial name of the issuer;

4.1.2.

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

4.1.3.

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

4.1.4.

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

4.1.5.

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

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5.

BUSINESS OVERVIEW

5.1.

Principal activities:

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

performed;

5.1.2.

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

6.

ORGANISATIONAL STRUCTURE

6.1.

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

6.2.

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

7.

TREND INFORMATION

7.1.

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.

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.

8.2.

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

8.3.

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

9.

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES

9.1.

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

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

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

9.2.

Administrative, Management, and Supervisory bodies conflicts of interests

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

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10.

MAJOR SHAREHOLDERS

10.1.

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

10.2.

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

11.

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

11.1.

Historical Financial Information

Audited historical financial information covering the latest two financial years (or such shorter period that the issuer
has been in operation), and the audit report in respect of each year. Such financial information must be prepared
according to Regulation (EC) No 1606/2002, or if not applicable to a Member’s State national accounting stan-
dards 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)

(b)

a prominent statement that the financial information included in the registration document has not been pre-
pared 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 infor-
mation had Regulation (EC) No 1606/2002 been applied to the historical financial information.

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 informa-
tion 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 appli-
cable 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.

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11.2.

Financial statements

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

11.3.

Auditing of historical annual financial information

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

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

11.3.3. Where financial data in the registration document is not extracted from the 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 prof-
itability, 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.

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

13.1. 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.

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 mis-
leading; in addition, 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 appli-
cable, may be inspected:

(a)

the memorandum and articles of association of the issuer;

(b)

(c)

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
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.

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 infor-
mation 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.

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, indicate details if material.

3.

SELECTED FINANCIAL INFORMATION

3.1.

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

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

3.2.

If selected financial information for interim periods is provided, comparative data from the same period in the
prior financial year shall also be provided, except that the requirement for comparative balance sheet informa-
tion 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

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;

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5.1.4.

the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorpo-
ration, 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.

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;

5.2.2.

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);

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.

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

6.1.2.

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

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 finan-
cial 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, disclose summary information regarding the extent to which
the issuer is dependent, on patents or licences, industrial, commercial or financial contracts or new manufactur-
ing processes.

6.3.

6.4.

6.5.

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

7.

ORGANISATIONAL STRUCTURE

7.1.

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

7.2.

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.

8.

PROPERTY, PLANTS AND EQUIPMENT

8.1.

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

8.2.

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

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9.

OPERATING AND FINANCIAL REVIEW

9.1.

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 infor-
mation 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, materi-
ally 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 mate-
rially affect, directly or indirectly, the issuer’s operations.

10.5.

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

11.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES

Where material, provide a description of the 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.

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

12.2.

Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to
have a material effect on the 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.

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13.1.

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

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

13.2.

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

13.3.

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

13.4.

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

14.

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT

14.1.

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

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

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

(c)

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

(d)

any senior manager who is relevant to establishing that the issuer has the appropriate expertise and expe-
rience 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 administra-
tive, 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 admin-
istrative, 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, man-
agement 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 sub-
sidiaries by any person.

This information must be provided on an individual basis unless individual disclosure is not required in the issu-
er’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

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

16.1.

16.2.

16.3.

16.4.

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 nega-
tive 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

17.1.

Either the number of employees at the end of the period or the average for each financial year for the period cov-
ered 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 geo-
graphic 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 infor-
mation as to their share ownership and any options over such shares in the issuer as of the most recent practi-
cable date.

17.3.

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

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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, manage-
ment 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.

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 accord-
ing to Regulation (EC) No 1606/2002), that the issuer has entered into during the period covered by the histori-
cal financial information and up to the date of the prospectus must be disclosed in accordance with the respec-
tive 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 stan-
dards 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 Regula-
tion (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 finan-
cial 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 his-
torical 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 account-
ing 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 infor-
mation 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.

20.1a

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 three 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’s national account-
ing standards for issuers from the Community. For third country issuers, such financial information must be pre-
pared 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 stan-
dards. Otherwise, the following information must be included in the prospectus:

(a)

(b)

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 infor-
mation had Regulation (EC) No 1606/2002 been applied to the historical financial information;

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 infor-
mation 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.

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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.

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 infor-
mation 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 informa-
tion 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.

21.1.2.

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

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 sub-
sidiaries 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 or charter and bylaws with respect to
the members of the administrative, management and supervisory bodies.

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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 con-
ditions 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 gen-
eral 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 bylaws provisions, if any, governing the owner-
ship 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
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 INFORMATION, STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST

23.1.

23.2.

Where a statement or report attributed to a person as an expert is included in the prospectus provide such per-
son’s name, business address, qualifications and material interest if any in the issuer. If the report has been pro-
duced 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 pre-
pared 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 informa-
tion for the issuer and its subsidiary undertakings for each of the two financial years preceding the publi-
cation of the prospectus.

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

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25.

INFORMATION ON HOLDINGS

25.1.

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.

26.

INFORMATION ABOUT THE ISSUER OF THE DEPOSITORY RECEIPTS

26.1.

Name, registered office and principal administrative establishment if different from the registered office.

26.2.

Date of incorporation and length of life of the issuer, except where indefinite.

26.3.

Legislation under which the issuer operates and legal form which it has adopted under that legislation.

27.

INFORMATION ABOUT THE UNDERLYING SHARES

27.1.

A description of the type and the class of the underlying shares, including the ISIN (International Security Iden-
tification Number) or other such security identification code.

27.2.

Legislation under which the underlying shares have been created.

27.3.

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.

27.4.

Currency of the underlying shares.

27.5.

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.

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, authori-
sations and approvals by virtue of which the new underlying shares have been or will be created and/or issued.

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27.10.

A description of any restrictions on the free transferability of the underlying shares.

27.11.

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 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.

27.13.

An indication of public takeover bids by third parties in respect of the issuer’s equity, which have occurred dur-
ing 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 posi-
tion 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. Amount and percentage of immediate dilution resulting from the offer of the depository receipts.

27.16.2.

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.

27.17.

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.

27.17.1.

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.

27.17.2. 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.

27.17.3. 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.

28.

INFORMATION REGARDING THE DEPOSITORY RECEIPTS

28.1.

A description of the type and class of depository receipts being offered and/or admitted to trading.

28.2.

Legislation under which the depository receipts have been created.

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28.3.

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.

28.4.

Currency of the depository receipts.

28.5.

28.6.

Describe the rights attaching to the depository receipts, including any limitations of these attached to the deposi-
tory 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.

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.

28.12.

Bank or other guarantees attached to the depository receipts and intended to underwrite the issuer’s obligations.

28.13.

Possibility of obtaining the delivery of the depository receipts into original shares and procedure for such delivery

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29.

INFORMATION ABOUT THE TERMS AND CONDITIONS OF THE OFFER OF THE DEPOSITORY
RECEIPTS

29.1.

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

29.1.1.

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.

29.1.2.

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

29.1.3.

An indication of when, and under what circumstances, the offer may be revoked or suspended and whether revo-
cation can occur after dealing has begun.

29.1.4.

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

29.1.5.

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

29.1.6.

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

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

29.1.8.

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

29.1.9.

The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treat-
ment 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 simul-
taneously 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.

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 sub-
scribe 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.

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29.2.3.4. A description of any pre-determined preferential treatment to be accorded to certain classes of investors or cer-
tain 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.

29.3.3. Where there is or could be a material disparity between the public offer price and the effective cash cost to mem-
bers 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’ arrange-
ments. 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 com-
mission and of the placing commission.

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

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30.

ADMISSION TO TRADING AND DEALING ARRANGEMENTS IN THE DEPOSITORY RECEIPTS

30.1.

An indication as to whether the securities offered are or will be the object of an application for admission to trad-
ing, with a view to their distribution in a regulated market or other equivalent markets with indication of the mar-
kets 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 trad-
ing must be given.

30.2.

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.

30.3.

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.

30.4.

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.

30.5.

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

30.6.

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.

30.7.

The beginning and the end of the period during which stabilisation may occur.

30.8.

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

30.9.

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 dis-
charge, reduce or retire indebtedness.

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.

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31.3.

Risk factors

31.3.1.

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’.

32.

EXPENSE OF THE ISSUE/OFFER OF THE DEPOSITORY RECEIPTS

32.1.

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.

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 reappointed during the period covered by the historical finan-
cial information, details if material.

3.

RISK FACTORS

3.1.

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’.

4.

INFORMATION ABOUT THE ISSUER

4.1.

History and development of the Issuer

4.1.1.

the legal and commercial name of the issuer;

4.1.2.

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

4.1.3.

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

4.1.4.

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

4.1.5.

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

5.

BUSINESS OVERVIEW

5.1.

Principal activities:

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

performed;

5.1.2. An indication of any significant new products and/or activities.

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5.1.3.

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.

ORGANISATIONAL STRUCTURE

6.1.

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

6.2.

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

7.

TREND INFORMATION

7.1.

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.

7.2.

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.

8.

PROFIT FORECASTS OR ESTIMATES

If an issuer chooses to include a profit forecast or a profit estimate the registration document must contain the infor-
mation items 8.1 and 8.2.

8.1.

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

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

8.2.

A report prepared by independent accountants or auditors stating that in the opinion of the independent accoun-
tants 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.

8.3.

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

9.

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES

9.1.

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

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

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

9.2.

Administrative, Management, and Supervisory bodies conflicts of interests

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

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10.

MAJOR SHAREHOLDERS

10.1.

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

10.2.

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

11.

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

11.1.

Historical Financial Information

Audited historical financial information covering the latest two financial years (or such shorter period that the issuer
has been in operation), and the audit report in respect of each year. Such financial information must be prepared
according to Regulation (EC) No 1606/2002, or if not applicable to a 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 consis-
tent 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 his-
torical 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 informa-
tion 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 appli-
cable in a Member State or an equivalent standard.

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 un-audited.

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.

Interim and other financial information

11.5.1 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 informa-
tion 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.

11.5.2.

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 finan-
cial 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.

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 prof-
itability, 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.

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

13.1. 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.

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13.2. 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 mis-
leading In addition, the issuer shall 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 appli-
cable, may be inspected:

(a)

the memorandum and articles of association of the issuer;

(b)

(c)

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
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 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 cer-
tain 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 accor-
dance 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.

3.

KEY INFORMATION

3.1.

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.

3.2.

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.

4.

INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING

4.1.

Information concerning the securities

4.1.1. 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.

4.1.2. 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.

4.1.3.

Legislation under which the securities have been created.

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

4.1.5.

Currency of the securities issue.

4.1.6.

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.

4.1.7. A description of the rights, including any limitations of these, attached to the securities and procedure for the exer-

cise of said rights.

4.1.8.

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

4.1.9.

The issue date of the securities.

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

4.1.11. — The expiration or maturity date of the derivative securities.

— The exercise date or final reference date.

4.1.12. A description of the settlement procedure of the derivative securities.

4.1.13. A description of how any return on derivative securities takes place, the payment or delivery date, and the way it

is calculated.

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.

The exercise price or the final reference price of the underlying.

4.2.2. 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 vola-

tility 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,

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— 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.

TERMS AND CONDITIONS OF THE OFFER

5.1.

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 announc-
ing to the public the 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. Details of the minimum and/or maximum amount of application, (whether in number of securities or aggregate

amount to invest).

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

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

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 simul-
taneously 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 noti-
fication is made.

5.3.

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.

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5.4.

Placing and underwriting

5.4.1. Name and address of the coordinator(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.

Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue with-
out a firm commitment or under ‘best efforts’ arrangements. Where not all of the issue is underwritten, a statement
of the portion not covered.

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

5.4.5. Name and address of a calculation agent.

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 trad-
ing, with a view to their distribution in a regulated market or other equivalent markets with indication of the mar-
kets in question. This circumstance shall be mentioned, without creating the impression that the admission to trad-
ing necessarily will be approved. If known, the earliest dates on which the securities will be admitted to trading
shall 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.

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

7.

ADDITIONAL INFORMATION

7.1.

7.2.

7.3.

7.4.

7.5.

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
person’s name, business address, qualifications and material interest, if any, in the issuer. If the report has been pro-
duced 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 mis-
leading. In addition, the issuer shall identify the source(s) of the information.

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 infor-
mation 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.

PERSONS RESPONSIBLE

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

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

4.

INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING

4.1.

Total amount of securities being admitted to trading.

4.2. 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.

4.3.

Legislation under which the securities have been created.

4.4. 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.

4.5.

Currency of the securities issue.

4.6.

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.

4.7. A description of the rights, including any limitations of these, attached to the securities and procedure for the exer-

cise of said rights.

4.8.

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.

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— Adjustment rules with relation to events concerning the underlying.

— Name of the calculation agent.

4.9. Maturity date and arrangements for the amortisation of the loan, including the repayment procedures. Where advance
amortisation is contemplated, on the initiative of the issuer or of the holder, it must be described, stipulating amor-
tisation terms and conditions.

4.10. An indication of yield.

4.11. 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.

4.12. A statement of the resolutions, authorisations and approvals by virtue of which the securities have been created

and/or issued.

4.13. The issue date of the securities.

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

5.

ADMISSION TO TRADING AND DEALING ARRANGEMENTS

5.1.

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.

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

6.

EXPENSE OF THE ADMISSION TO TRADING

An estimate of the total expenses related to the admission to trading.

7.

ADDITIONAL INFORMATION

7.1.

If advisors 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 auditors and where
auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a sum-
mary 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 per-
son’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 accu-
rately 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 exer-

cise 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.

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 out-
come 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.

Investment objective and policy

1.1. A detailed description of the investment objective and policy which the collective investment undertaking will pur-
sue 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 indi-
cation 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 disclo-
sure 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 securities issued by the underlying issuer/collective investment 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.

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 invest-
ment 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 coun-
terparty 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 invest-

ment undertaking either of the following must be disclosed:

(a)

(b)

information relating to each underlying collective investment undertaking as if it were an issuer under mini-
mum disclosure requirements for the registration document schedule for securities issued by collective invest-
ment undertaking of the closed-end type;

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 regu-
lated or equivalent market, the name, address, country of incorporation, nature of business and name of the mar-
ket 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.

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.

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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 com-
position 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 invest-
ment undertaking for any services under arrangements entered into on or prior to the date of the registration docu-
ment 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 quan-

tified 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 under-
taking, 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 invest-
ment 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 poten-
tial 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

5.1. A full description of how the assets of the collective investment undertaking will be held and by whom and any fidu-
ciary 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 under-

taking, 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 collec-
tive investment undertaking will be determined, distinguishing between categories of investments and a statement of
how such net asset value will be communicated to investors.

16.6.2004

EN

Official Journal of the European Union

L 215/93

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).

L 215/94

EN

Official Journal of the European Union

16.6.2004

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.

PERSONS RESPONSIBLE

1.1. All persons responsible for the information given in the registration document and, as the case may be, for certain
parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including members of the
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.

1.2. A declaration by those responsible for the registration document that, having taken all reasonable care to ensure that
such is the case, the information contained in the registration document is, to the best of their knowledge in accor-
dance 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. The domicile or geographical location and legal form of the issuer and its contact address and telephone number.

3.3. Any recent events relevant to the evaluation of the issuer’s solvency.

3.4. 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

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 not-
ing debt with a residual maturity of less than one year) and debt payment record, and of the parts of debt denomi-
nated in the domestic currency of the issuer and in foreign currencies;

(c)

foreign trade and balance of payment figures;

16.6.2004

EN

Official Journal of the European Union

L 215/95

(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 pend-
ing 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 nega-
tive statement.

6.2.

Information on any immunity the issuer may have from legal proceedings.

7.

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 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 con-
sent 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.

8. DOCUMENTS ON DISPLAY

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

(a)

(b)

financial and audit reports for the issuer covering the last two fiscal years and the budget for the current fiscal
year;

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.

L 215/96

EN

Official Journal of the European Union

16.6.2004

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.

PERSONS RESPONSIBLE

1.1. All persons responsible for the information given in the registration document and, as the case may be, for certain
parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including members of the
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.

1.2. A declaration by those responsible for the registration document, that, having taken all reasonable care to ensure that
such is the case, the information contained in the registration document is, to the best of their knowledge, in accor-
dance 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’.

3.

INFORMATION ABOUT THE ISSUER

3.1. The legal name of the issuer and a brief description of the issuer’s legal status.

3.2. The location of the principal office and the legal form of the issuer and its contact address and telephone number.

3.3. Details of the governing body of the issuer and a description of its governance arrangements, if any.

3.4. A brief description of the issuer’s purpose and functions.

3.5. The sources of funding, guarantees and other obligations owed to the issuer by its members.

3.6. Any recent events relevant to the evaluation of the issuer’s solvency.

3.7. A list of the issuer’s members.

4.

FINANCIAL INFORMATION

4.1. 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 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 pub-
lished audited annual financial statement, or an appropriate negative statement.

16.6.2004

EN

Official Journal of the European Union

L 215/97

5.

LEGAL AND ARBITRATION PROCEEDINGS

5.1.

Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pend-
ing 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 appro-
priate negative statement.

5.2.

Information on any immunity the issuer may have from legal proceedings pursuant to its constituent document.

6.

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 con-
sent 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 appli-
cable, will be made available on request:

(a)

(b)

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;

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.

ANNEX XVIII

Table of combinations

TYPES OF SECURITIES

Share

Debt and derivative
(< EUR 50 000)

Debt and derivative
(> or = EUR 50 000)

Asset -backed
securities

Banks debt and
derivative

Pro forma
information

REGISTRATION DOCUMENT

SCHEDULES

BUILDING BLOCK

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 securities 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

Shares with warrants to acquire the issuer’s shares not
admitted to trading on a regulated market

Derivatives securities giving the right to subscribe or to
acquire the issuer’s shares not admitted on a regulated
market

Derivatives securities giving the right to acquire group’s
shares not admitted on a regulated market

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

L

2
1
5
/
9
8

E
N

O

f
f
i
c
i
a
l

J
o
u
r
n
a
l

o
f

t
h
e

E
u
r
o
p
e
a
n
U
n
o
n

i

.

.

1
6
6
2
0
0
4

TYPES OF SECURITIES

Share

Debt and derivative
(< EUR 50 000)

Debt and derivative
(> or = EUR 50 000)

Asset -backed
securities

Banks debt and
derivative

Pro forma
information

REGISTRATION DOCUMENT

SCHEDULES

BUILDING BLOCK

Derivatives securities 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

.

.

1
6
6
2
0
0
4

E
N

O

f
f
i
c
i
a
l

J
o
u
r
n
a
l

o
f

t
h
e

E
u
r
o
p
e
a
n
U
n
o
n

i

L

2
1
5
/
9
9

TYPES OF SECURITIES

Collective investment undertaking of
the closed-end type

States and their regional and local
authorities

Public international bodies/Debt
Securities guaranteed by a Member
State of the OECD

REGISTRATION DOCUMENT

SCHEDULES

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 securities 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

Shares with warrants to acquire the issuer’s shares not admitted to trading on a
regulated market

Derivatives securities giving the right to subscribe or to acquire the issuer’s shares
not admitted on a regulated market

Derivatives securities giving the right to acquire group’s shares not admitted on a
regulated market

Derivatives securities 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 securities entitling to cash settlement)

L

2
1
5
/
1
0
0

E
N

O

f
f
i
c
i
a
l

J
o
u
r
n
a
l

o
f

t
h
e

E
u
r
o
p
e
a
n
U
n
o
n

i

.

.

1
6
6
2
0
0
4

TYPES OF SECURITIES

Share

Debt
(<EUR 50 000)

Debt (> or =
EUR 50 000)

Derivatives
securities

Guarantees

Asset-backed
securities

Underlying share

SECURITIES NOTE

SCHEDULES

ADDITIONAL BUILDING BLOCKS

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 securities 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

Shares with warrants to acquire the issuer’s shares not
admitted to trading on a regulated market

Derivatives securities giving the right to subscribe or to
acquire the issuer’s shares not admitted on a regulated
market

Derivatives securities giving the right to acquire group’s
shares not admitted on a regulated market

or

or

or

or

or

or

or

or

or

or

or

or

Only point 4.2.2

and except
point 4.2.2

and except
point 4.2.2

except
point 4.2.2

except
point 4.2.2

.

.

1
6
6
2
0
0
4

E
N

O

f
f
i
c
i
a
l

J
o
u
r
n
a
l

o
f

t
h
e

E
u
r
o
p
e
a
n
U
n
o
n

i

L

2
1
5
/
1
0
1

TYPES OF SECURITIES

Share

Debt
(<EUR 50 000)

Debt (> or =
EUR 50 000)

Derivatives
securities

Guarantees

Asset-backed
securities

Underlying share

SCHEDULES

ADDITIONAL BUILDING BLOCKS

SECURITIES NOTE

Derivatives securities giving the right to subscribe or to
acquire issuer’s or group shares which are admitted on a
regulated market and derivatives securities linked to any
other underlying than issuer’s or group shares which are
not admitted on a regulated market (including any
derivatives securities entitling to cash settlement)

L

2
1
5
/
1
0
2

E
N

O

f
f
i
c
i
a
l

J
o
u
r
n
a
l

o
f

t
h
e

E
u
r
o
p
e
a
n
U
n
o
n

i

.

.

1
6
6
2
0
0
4

16.6.2004

EN

Official Journal of the European Union

L 215/103

ANNEX XIX

List of specialist issuers

— Property companies

— Mineral companies

— Investment companies

— Scientific research based companies

— Companies with less than three years of existence (start-up companies)

— Shipping companies.