CELEX: 51975PC0603
Language: en
Date: 1975-12-01
Title: Amended proposal for a SIXTH COUNCIL DIRECTIVE on the coordination of the guarantees required in Member States for the purpose of protecting the interests of the members of companies and of third parties as regards the content, checking and distribution of the prospectus to be published when securities issued by companies within the meaning of Article 58 paragraph 2 of the Treaty are admitted to official stock exchange quotation (presented to the Council by the Commission in application of Article 149, para. 2) (Memo from Mr. Simonet)

ARCHIVES HISTORIQUES
DE LA COMMISSION
COLLECTION RELIEE DES
DOCUMENTS "COM"
COM (75) 603
Vol. 1975/0232
 ---pagebreak--- Disclaimer
Conformément au règlement (CEE, Euratom) n° 354/83 du Conseil du 1er février 1983
concernant l'ouverture au public des archives historiques de la Communauté économique
européenne et de la Communauté européenne de l'énergie atomique (JO L 43 du 15.2.1983,
p. 1), tel que modifié par le règlement (CE, Euratom) n° 1700/2003 du 22 septembre 2003
(JO L 243 du 27.9.2003, p. 1), ce dossier est ouvert au public. Le cas échéant, les documents
classifiés présents dans ce dossier ont été déclassifiés conformément à l'article 5 dudit
règlement.
In accordance with Council Regulation (EEC, Euratom) No 354/83 of 1 February 1983
concerning the opening to the public of the historical archives of the European Economic
Community and the European Atomic Energy Community (OJ L 43, 15.2.1983, p. 1), as
amended by Regulation (EC, Euratom) No 1700/2003 of 22 September 2003 (OJ L 243,
27.9.2003, p. 1), this file is open to the public. Where necessary, classified documents in this
file have been declassified in conformity with Article 5 of the aforementioned regulation.
In Übereinstimmung mit der Verordnung (EWG, Euratom) Nr. 354/83 des Rates vom 1.
Februar 1983 über die Freigabe der historischen Archive der Europäischen
Wirtschaftsgemeinschaft und der Europäischen Atomgemeinschaft (ABI. L 43 vom 15.2.1983,
S. 1), geändert durch die Verordnung (EG, Euratom) Nr. 1700/2003 vom 22. September 2003
(ABI. L 243 vom 27.9.2003, S. 1), ist diese Datei der Öffentlichkeit zugänglich. Soweit
erforderlich, wurden die Verschlusssachen in dieser Datei in Übereinstimmung mit Artikel 5
der genannten Verordnung freigegeben.
 ---pagebreak--- COMMISSION OF THE EUROPEAN COMMUNITIES
                                                         COM(75)603 final.
                                                         Brussels , 1 December 1975
                             Amended proposal for a
                        /
                             SIXTH COUNCIL DIRECTIVE
   on the coordination of the guarantees required in Member States for the
   purpose of protecting the interests of the members of companies and of'
   third parties as regards the content , checking and distribution of the
   prospectus to be published when securities issued by companies within the
   meaning of Article 58 paragraph 2 of the Treaty are admitted to official -
   stock exchange quotation                                           \
                   ( presented to the Council by the Commission
                     in application of Article 149 » para . 2 )
                               (Memo from Mr. Simonet )                     -
   COM(75 ) 603 final .
 ---pagebreak--- Original proposai                          New version
Proposal for a Council Directive           Amended proposal for a sixth Council
concerning the content , checking and      Directive on the coordination
distribution of the prospectus to be       guarantees re quired in Member States
t V -li        when aocuritios issued by   for the purpose of protecting the
companies within the meaning of            interests of members of corsroantfis
Article 58 paragraph 2 of the Treaty       and of third parties as regards the
are admitted to official . stock           content , checking and distribution
exchange quotation.                        of the prospectus to be published
                                           when securities issued by companies
                                           within the meaning of Article 58
                                           paragraph 2 of the Treaty are admitted
                                           to official stock exchange quotation.
                         Preamble and Recitals unchanged     ...
                Section I - General rules and field of application
_.rt '. cle 1                              Article 1
Requirement of issuing a prospectus        Recruirement of issuing a prospectus .
1.          . Member States shall ensure - 1 . Unchanged,
that , before securities are admitted
to or introduced for official quo­
tation on a stock exchange situated
within their territory, a prospectus
checked by an authority appointed
for this purpose is published or
made available to the public .
 ---pagebreak--- 2.          Notwithstanding the fore-.        2.      Notwithstanding the foregoing,
 £oin~, securities issued' "by open-end       securities issued "by ' op en-end ' 'collect ivo
investment - compani es cxtd ■ unit trusts ,  investment undertakings, thr.t is to say
that is to say organisations whoso .          investment companies and unit trusts
 securities are issued in a continuous        whose securities are issued, or .have
 fashion or in closely ; spaced tranches      been issued in a contia-.io .iw          ..
and/or are ."bought, back or redeemed -       or closely spaced tranches and/ jor
directly . or indirectly at the request ■ gre "bought back or redeemed directly
of the holders out of their assets ,          or indirectly at the request of the
 sha^.1 be excluded from the .-field -: of    holders out of their assets, shall be
 application of this Directive .              excluded from the field of application
                     .     ■ -            •   of this Directive .
                         a
3.          The obligations of this           3 . Unchanged.
 Directive shall not apply either to
 securities issued by the States or
their local authorities ^ •                    • > <       » •*
               '  .    -       Articles 2 and 3 unchanged        -   . *
Article 4                                     Article 4
JRight. to waive publication of a pros-*      Right to waive publication of a pros­
pectus or certain of its headings             pectus or certain of its headings
 1.         Kember States may, under          1 . Unchanged. ' '
 conditions determined by them, waive
publication of a prospeotus drawn up           1
in accordance with the annexed schemes
of presentation, or may even provide                               1
 for complete exemption from the
requirement of issuing a prospectus
when the application for admission is
in respect of the securities detailed
below :
 ---pagebreak---                                       - 3 -
a ) securities for which, within a        a ) securities for which, within a maxi-
    maximum of six months prior to the        mum of six months prior to the
    application for admission, an issue       application for admission, an issue
    prospectus was published in the           prospectus was drawn up and pub-
    s-jag member co^mtry in connection        lished in the same Member State ( 1 )
    with a public issue , provided that       in conformity with the provisions
    the prospectus was drawn up in            of the present Directive and can
    conformity with the provisions of         be held to be equivalent to the
    the present Directive and can be          European admission prospectus ; in
    held to be equivalent to the Euro-        such a case, the up-dating of that
    pean admission prospectus ; in such       prospectus may if necessary be
    a case , the up-dating of that            called for ;
    prospectus may if necessary be
    called for ;
b ) securities already admitted to        b ) unchanged
    official quotation on another stock
    exchange in the same member country,
    provided that a prospectus has
    already been published which com­
    plies with the present Directive ;
c ) shares ( including shares having no c ) unchanged
    capital value ) allotted, consequent
                                                                              \
    upon the capitalization of reserves ,
    issue premiums , revaluation sur­
    pluses o? profits, to holders of
    shares of the same category already
    quoted on the same stock exchange ;
d ) shares resulting from the conversion d ) unchanged
    of convertible debentures when these
    convertible debentures and shares                                               ,
    of the same category as those
    offered by way of conversion are
    already quoted on the same stock
    exchange ;
    ( 1 ) Does not apply to the German text
 ---pagebreak---                                             <
e ) shares issued in connection with      e ) unchanged
     the exercice of warrants , when the
     debentures to which they were
     attached, as well as shares of the   <                    •      •
     same category as those offered to                :     •
     holders of the warrants , are al-
     rea.dy quoted on the same stock           ...      - 1   •• ■ -
     exchange :
f) supplementary certificates repre-      f ) unchanged
     senting shares issued in exchange ..
     for original securities , where
     there is no increase vof capital ,
     when the certificates are already
     quoted 3on the same stock exchange :
                                                                    i
g) a number of securities amounting .     g) unchanged
     to less than 5$ of the number of
   • securities of the same category
     already admitted to quotation on
     the same stock exchange , provided
     that the aggregate market value of
     the additional securities does not
     exceed 500 000 units of account '
     over a period of two years .
2.       Where Member States intend to .  2.       ' Where Member States intend to
     avail themselves of this exemption   avail themselves of this exemption
     option, they must notify the         option, they must notify the Commission,
     Commission, at the latest by the     at the latest by the expiry of the time-
     espiry of the time-limit fixed in    limit fixed in Article 20(l ), of the
     Artiole 20(l ), of the cases in      cases in which they intend to keep this
     which they intend to keep this       option available and, where appropriate ,
     option available and, where appro-   of the particular provisions they are
     priate, of the particular pro-       establishing for the scheme of
     visions they are establishing for    presentation,
     the scheme of presentation .
 ---pagebreak---                                     ' - 5-
When , in these same cases , circum- '
stances rol?,ting to the creation of
extra securities call for special
information the Member States must
novorthelosa prescribe the publication
of the necessary information
Article 5                                Article 5
Dispensation from the provisions of       Dispensation from the provisions of
certain heading m the annexed             certain headings m the annexed
Schedules                                 Schedules            -    '
        The authorities of Member States         The competent authorities of
may dispense the issuer from pub­        Member States may, on their own
lishing certain information laid down     initiative or at the recruest of the
in the Schedules **hon, in the parti­     issuer , dispense the latter from
cular circumstances of the issuer         publishing certain information laid
concerned :                               down in the Schedules when, in the
                                          particular circumstances of the
 1 . this information has no more than
                                          issuer concerned :
minimal importance and is not likely
to influence assessment of the net        1 . this information is not likely to
worth, financial position, results and    influence assessment of the net worth,
prospects of the issuer ;                 financial position, results and
                                          prospects of the issuer ;
2 . the disclo.suro of this information
would be contrary to the public           2 . unchanged
interest or would be seriously detri­
mental to the issuer , provided that
non-publication is not likely to mis­
lead the public with regard to the
facts and circumstances essential for
assessment of the securities in
question .
                                                                         • ^••
 ---pagebreak---                                     - 6 -
               Section II – Content of the prospectus in special cases
                            Articles 6 and 7 unchanged
Article 8                                Article G
Guaranteed loans                          Guaranteed loans
1.   In the case of loans covered "by     1 . unchanged
a third company 's guarantee other than
in the form of material security, the
prospectus must carry information as
specified in the debentures Schedule
concerning both companies when the
issuing company and guarantor company
are specifically engaged in industry
and commerce .
     When one of the two companies is .
a financial institution, that part of
the full prospectus which relates to
that company shall "be drawn up in
accordance with the provisions of
Article 6 .
2.   In the case of loans issued by •     2.    In the case of loans issued by a
a "pure" finance oompany having no        "pure" finance company, that is to say
other business than that of the           one engaging in no other activity than
issuing of loans and the placing of       assembling capital to mgJce it available
such funds at the disposal of the         to a parent company or to a company
parent company or other companies         directly or indirectly affiliated with
affiliated to it , the prospectus must    it , the prospectus must include, for
include, for the guarantor companies ,    the guarantor companies,
                                                                    1
 ---pagebreak---                                       - 7 -
the information specified in the            the information specified in the
debentures Schedule except for Chapter      debentures Schedule except for
2 and, for the issuing company, that        Chapter 2 and, " for the issuing
is to scy the "pure " finance company,      company, that is to say the "pure"
the information specified in Chapters       finance company, the information
 1,2 and 3 and under items 51 . and 61      specified in Chapters 1 , 2 and 3 and
of the debentures Schedule .                under items 51 fond 61 of the debentures
                                            Schedule .
       When there is more than one
guarantor , the information specified,            When there is mor3 than, one       ;• -
in the Schedule is required from each,      guarantor , the information- specified
"but the prospectus may be abridged for     in the Schedule is required from each, v
the sake of making it easier to read,       but the prospectus may be abridged for
pursuant to instructions given by the       the sake of making it easier to read*
authorities .                               pursuant to instructions given by the
                                            authorities .
3.     For group loans , information
 concerning all the guarantor companies     3 . unchanged
is required in the prospectus .    VJhen
t^-cse ?.re too numerous, however , the'
 competent . authorities shall have dis­
 cretionary power to allow abridgement
 of the information required of each .
4.     In all cases of guaranteed loans ,   4.    In all cases of guaranteed loans,
 the guarantee contract must be annexed     the guarantee contract must be annexed
 to the prospectus unless it is too         to the prospectus unless it is too
 voluminous or difficult for the public     voluminous or difficult for the
 to understand.   In such a case, a         public to understand'.   In such a case ,
 resume of the contract must be pub- ' ) ' the contract must be made available
 lished which will gllovf an assessment     to the public at the premises of the
 to be mads of the nature and scope of       financial intermediaries involved in
 the ruarantee, whilst the contract          the application for admission or in
 itself must bo made available' to the       the placingof the securities . ,
 mblic at the premises of the financial
                                                                           • • • J• • •
 ---pagebreak---   intermediaries through whom the
  recruest for admission is made .
                                 Article 9 unchanged
  Article 10                                   Article 10
  Admission to stock exchange quotation        Admission to 3tock exchange quotation
  of securities issued m connection            of securities issued m connection
  with the merging or splitting of             with the merging or splitting up of
  companies , the transfer of assets or        companies , the transfer of assets or
  a public exchange offer                      a public exchange offer
   1.     When the application for ad-         1.      When the application for ad­
  mission relates to securities issued       . mission relates to securities issued
  in connection with an operation              in connection with an operation
  involving the merging or splitting of        involving the merging or splitting of
  companies , the transfer of assets or        companies , the transfer of assets or
  a public exchange offer , and when the       a public exchange offer , and when the
  operation took place within the last         operation took place' within the last
  three years, the prospectus shall            throe years, the prospectus shall
  include, in addition to the information include , in addition to the information
  specified in the shares Schedule or in       specified in the shares Schedule or in
  the debentures Schedule as appropriate, the debentures Schedule as appropriate ,
, the following material which may be          the following material which may be
  inserted or simply annexed :                 inserted or simply annexed : .
  - the documents presented to the             - /the documents presented to the
      general meeting, including the           general meeting, including the report
      report of the merger , the valuation     of the merger, the valuation criteria
  J - criteria and the justification for       and'the justification for the exchange
      the exchange ratio ;     '               ratio ;
  - the opening balance sheet showing          - the oponing balance sh©3t showing
    . the effects of the operation in          the effects of the operation in
      question;                            .   question ;
 ---pagebreak---                                       - 9 -
- information relating to the              - information relating to the
   financial background of each of the      , financial background of each of the
   companies involvedj this information companies involved; this information
       he brief
   may be  "brief for companies which are , may "be "brief for companies which are
   already quoted.                            already quoted.
                                                   However , when these documents
                                           are too long or' difficult for the
                                           public to understand, they need not
                                           be inserted in or annexed to the
                                          "prospectus , provided that they are
                                           made available to the public at the
.                                          premises of the financial intermediaries
                                           involved in the application for admission
                                           or in the placing of the securities .
2.     IJhon less than si:: months before 2 .      " Jhen less than six months before
admission to stock exchange quotation . admission to stook exchange quotation
equivalent and checked information has equivalent and checked information has
been published prior to an operation       been published prior to an operation of
of the kind referred to in paragraph 1,the kind referred to in paragraph 1 ,
the authorities of the Member States     'the competent authorities of Member
may waive publication of a prospectus      States may waive publication of a
for admission to quotation, provided       prospectus for admission to quotation,
that this information is made avail-       provided that this information is made
able to the public .                       available to the public at the premises
                                           of the financial intermediaries involved
                                           in the application for admission or in
                                           the placing of the securities .
                             Articles 11 and 12 unchanged
                                                                           * • • /• • •
 ---pagebreak---                                              - 10 r
                                                 ::· ΐ :
              Section III - Arrangements for enforcing the prospectus requirements
                         and for ir.ald.ng it . publicly available -       -          . • .
                                  - Article 13 •unchanged
Article 14                                               Article 14
Methods of publishing the' prospectus                    Methods of publishing the prospectus
 1.         The prospectus i or admission to             1.    The prospectus for admission to
 quotation must "be published : •                        quotation must be published :
- either . by insertion in an official                   - either by insertion in one or mora
    . gazette and in one or more other           ,          journals with a vri.de circulation,
 '    journalsj -
 - or by making available to the public ,                - or by making available to the public ,
      free of charge , copies in pamphlet                   free of charge, oopies in pamphlet
      form at the headquarters of the                       form at the headquarters of "the
      stock exchange or' stock exchanges on                 stock exchange or stock" exchanges
      which the securities are admitted to                  on which the securities' are "being
"" (Quotation and at the offices of the                     admitted to quotation" and at the
      issuer as well as over the counters                   offices of the issuer as well as
      of the banks and other intermediaries                 at the premises of the intermediaries
      ihvolved in the application for                       involved in the application for
      admission or in tho' placing of the                   admission or in the placing of the
      securities .                                  !       securities .
  2.     , . These two methods may be combined. 2 . unchanged.
  In countries where publication of a
  prospectus in the press is prescribed
  not all the information specified in
  the 'Schedules annexed. to the lirective j;
  need be published in the press , subject
   to the following" conditions :
   - the information prescribed in the
      annexed Schedules but not published
      in the press must be made available
      to the public in pamphlet form;
 ---pagebreak---                                        - 11-
  - this pamphlet must always "be accom-   - unchanged.
   - panied by a reprint of the document
   - published in tha.presa ;
  - the document published in the press    - unchanged,
     must mention the pamphlet and must
     state where members of the public
     may obtain the information document
     in full .
         Finally* the apportionment of ,   unchanged,
  the information between the two
  methods must be carried out in accor­
  dance with the standards fixed by lav/
. or by the competent authorities and           .    .
  under their control .
  3.     It must be made' compulsory for   3 . unchanged,
'the prospectuses to be lodged in
  places and according to procedures
  l_dd down' by the Member States .
  Article 15                                Article' 15
  Deadlines for publisnjn,? the pros         Deadlines for publisnmg the pros­
  pectus                                    pectus
  1.     When shares are admitted to          1.    lilien shares are. admitted to
  quotation the prospectus must be pub­      ■quotation the prospectus must be
  lished or ms.de available to the           published or made available to the
  public as early as possible and at         public at least eight days before
  least eight .days before the date on       the date on which the securities
  which the securities admitted to           admitted to quotation can be the
  quotation can be the subject of             subject of dealings recorded in the
  dealings recorded in the official list . official list .
 ---pagebreak---                                        :   1
This seme ei girt-day minimum require- - - Thia .same eight-day minimum require­
inent must be respected in the case of • ment muet bo respected in the case of
issues of convertible debentures or        issues of convertible debentures or
debentures with warrants attached          debentures with warrants attached
carrying preferential subscription         carrying preferential' subscription
rights for current shareholders.           rights for current shareholders .
Three days at least must be allowed        Throe days at least mu^t bo "allowed
in the case of issues of y:.\-             in the case of issues of debentures ,
debentures , convertible debentures or     convertible debentures or debentures
debentures with warrants which do not. .   with warrants which do . not. carry
                                                                T
carry preferential subscription rights     preferential subscription ngnts
for existing shareholders .                for existing shareholders .        .
2.     Moreover, where there is to be      2.     Moreover , where the kdmission
a market in subscription rights giving of these securities - is preceded by
rise to dealings recorded in the           ne/sQti?,tion of the subscription
official list , the prospectus must be     rights giving rise to dealings ,
published or made available to the         recorded in the official list , the
public at least three days before          prospectus must be published or. made
this market opens .                        available to the public at least
                                           three days before the negotiation opens .
3.  ,  In the event of - admission of
                                           3 . unchanged.
debentures to quotation coinciding
with, the public issue, and when
certain terras of the issue such , as the
issue price or the interest rate are
only finalized at the last moment ,
the authorities may confine them­
selves to insisting upon the publi­
cation, at least three da^ys before
admission, of a provisional pros­
pectus omitting this information but
indicating how it will be made known.
                                                                          « • • /• • •
 ---pagebreak---                                           13 -
  This information must "be made known
  to the public not later tiian the day
  before dealings commence , by putting
  out either a complete prospectus or
  an addendum sheet to the above-
  mentioned provisional prospectus , or
  alternatively by a notice in the press
  referring to the complete prospectus
  and indicating where it may be
  procured.
  Article 16                                 Article 16
  Publication of documents other them        Publication of documents other than
  the prospectu s
   1.    As soon as a checked prospectus      1 . unchanged
  is published for securities in con­
  nection : with their admission to
  quotation, the bills , posters and
  documents confined' to the announce­
' ment of these operations and to an
  indication of the essential charac­
  teristics of the securities must
  refer to the prospectus and must
   state where and how the public may
  procure it .
   2.    Documents containing more           2 . unchanged
   detailed information that are pub­
   lished by or on behalf of the issuer ,
   and in particular the partial or
  •abbreviated prospectus in countries
 ---pagebreak---                     /                 ~ *14
where its issue is allowed by the
authorities , must , in the same manner
as the complete prospectus, be sub­
mitted for chocking by the competent
authorities , in order that they may
verify that these information docu­
ments , though abbreviated or incom­
plete, would not be liable to distort
the public 's assessment of the
securities and in order that they may
call for amendments to be made , if
necessary .
       Furthermore, ' these documents
must refer to the complete prospectus
                                       /
find must indicate where and how it
may be obtained by the public .
3.     It is recommended that Member        3»    ' Member States' shall encourage
States should encourage the pub­            the publication of abbreviated pros­
lication of abbreviated prospectuses        pectuses which are clearly presented
which are clearly presented and easy        and easy for the public to understand
for the public to understand and            and which, whilst including only the
which, whilst including only the            essential elements of the annexed
essential elements of the annexed           Schedules , convey an objective
Schedules , convey an objective             impression of the issuer and of the
impression of the issuer and of the         rights attaching to tho securities .
rights attaching to the securities .
4.     The company or the financial         4,      The company or the financial
intermediaries concerned in the             intermediaries concerned in the
placing of the securities or their          placing of the securities or their
admission to quotation may not , in         admission to quotation may not , in
this connection, give any information       this connection, give any information
that might affect assessment of the         that might affect assessment of the
 ---pagebreak---                                         - 15 -
securities if it doc3 riot appear in         securities if it does not appear in
the . prospectus or is not common know-      the prospectus or is not common know­
ledge .                                      ledge.
                                Artic l e 17 unchanged
     Section IV - Procedures for cooperation between Member States in th e
                          application of the Directive
Article 18 :                                 Article 18
Operations aflooting several Member          Operations affecting several Member
States                        _  .           States
1.      In the case of simultaneous          1.     In the case of simultaneous
admission to quotation on the stock          admission to quotation on the stock
exchanges of several member countries        exchanges of several Member States
of the Community, the authorities of         of the Community, the authorities of
the Member States concerned shall            the Member States concerned shall
establish between themselves all the*        establish between themselves all the
contacts necessary to coordinate to          contacts necessary to coordinate to
the maximum the requirements con­            the maximum the requirements con­
cerning prospectuses in order to             cerning prospectuses in order to '
avoid a multiplicity of formalities          avoid a multiplicity of formalities
and to accept a single text for the          and to accept a single text which
greater part of the prospectus which         would then only need a possible
would then only need a possible              translation and supplement corres­
translation and supplement corres­           ponding to the individual require­
ponding to the individual require­           ments of each Member State concerned.
ments of each Member State concerned.
2.      In the event of admission to         2.     In the event of admission to
quotation being sought from a stock          quotation being sought on a stock
exchange in one or more Mem oer States       exchange in one or more Member States
                                                                          m • « /• • »
( l ) English text unchanged.
 ---pagebreak---                                        16 -
for securities which have been admitted      for securities which have "been admitted
to quotation in another Member State . . . to quotation in another Member State
for less than six months , the autho-        for less than six months, the com-
rities of the countries in which             patent authorities of the Member
admission is being sought shall .make. -     States in which admission is being
contact with the authority which has         sought shall make contact with the
already admitted the securities and          competent authorities which have
shall , as far as is possible, exempt        already admitted the securities and
the issuer from drawing up a new             shall , as far as is possible, exempt
prospectus subject to any need for           the issuer from drawing up a new
updating, translation or the issue of        prospectus subject to any need for
a supplement in accordance with the          updating, translation or the issue of
individual requirements of each member       a supplement in accordance with the
country concerned.                           individual requirements of each Member
                                             State concerned .
3.      In the case of a securxty which
is quated 011 the stock exchanges of            ■   Q't-ed-*       ?
several Member States , the authorities
of the countries concerned must
endeavour to get the issuer to arrange
tha,t information made available in one
of these countries which plight
influence assessment of the merits of
tho security is also made available at     ■
the same time , or soon after « in the
other countries in which the security
is quoted.'         <
Article 19                                   Article 19
Contact group                                Contact Group
 1.     A Contact Group shall be set up      1.     A Contact Group shall be set up
 in the Commission.   Its function shall     in the Commission.   Its function shall
be :                                         be :
 ---pagebreak---                                       - 17 -
a ) to facilitate, v.'ithout prejudice to    a) to facilitate, without prejudice to
     ths provisions of Articles 169 and.         the provisions of Articles 169 and
     170 of the Treaty, harmoniz-ed              170 of the Treaty, harmonized
     application of the Directive through        application of the Directive through
     regular contacts designed to concert        regular contacts designed to concert
     approaches to the practical prob­           approaches to the practical problems
     lems connected with its application         connected with its application ajid,
     and, in parti cular, the annexed            in particular , with the annexed
     Schedules , about which exchanges of        Schedules , about which exchanges of
     views might be deemed useful ;              views might be deemed useful ;
b ) to facilitate a concerted approach      b ) to facilitate a concerted approach
     as regards supplements and improve­         as regards supplements and improve­
   . ments to the prospectus which it is         ments to the prospectus which it is
     permissible for the authorities of          permissible for the authorities of
     Member States to require or recommend       Member States to require or recommend
     at purely national level ;                  at purely national level ;
c ) to aid the Commission, - if necessary,   o ) to advise the Commission, if necessary,
     in drawing up new proposals to the          on any additions or amendments to be
     Council with a view to supplementing        made to the present Directive .
     or amending the Directive *
2.       The Contact Group shall be          2.     The Contact Group shall be
composed of representatives of the           composed of representatives of the
Member States and of the Commission.         Member States and of the Commission .
The Commission 's services shall pro-        The Chairman shall be a representative -
the Secretariat .                            of the Commission .
                                             3.     The Group shall be convened by
                                             the Chairman,   either on his own
                                             init iative , or at the request of one
                                             of the members .
 ---pagebreak---                          Section V - Final Provisions
Article 20                                Article 20
1.      Member States shall put into      1 ."  Member States shall, put into
effect , within twelve months of          effect , within twelve months of
notification to then of the present       notification to them of the. present
Directive, all measures necessary for     Directive , all provisions necessary
complying with its provisions and. shall  for complying with it and shall
inform the Commission immediately of      inform the Commission immediately of
such measures .                           such provisions .
2.      The Member States shall com­      2.     The Member States shall
municate to the Commission the texts      communicate to the Commission the
of the essential provisions of national   texts of subsequent provisions of
law which they adopt in the areas         national law fchich they adopt in the
covered by the present Directive .        areas covered by the present Directive ,
 ---pagebreak---                                               »
                                        - 19 -
                                     SCHEITLE A
            Scheme of presentation for prospectuses ior the admission
                           of shares to stock exchrago quotation
                                   Items 11 and 12 unchanged
Itcn 13                                         Item 13
Statement specifying whether or not the         Statement' specifying which accounting
accounts have "been checked "by internal        documents and which information of a
or out s~. de auditing/ accounting experts      financial nature have been checked by
( e.g. accountants, sindaci . Wirts-            the official auditor of the company 's
schaftsprfffer , etc . ) . The capacity         accounts , in the case of an auditor
( organ established under the " Statutes "      from a Member State , or by an
or external body ) in which the veri­           authorized official auditor in the
fications were carried out should be            case of an auditor from non-member
specified, as well as possible reser­           countries . .
vations .    The same rule • shall apply        The capacity ( organ established under
to the consolidated accounts contained          the " Statutes" or external body ) in
in the prospectus .                             which the verifications were carried
                                                out should be specified, as well as
                                                possible reservations .  The. same rule
                                                shall apply to the consolidated aocounts
                                                contained in the prospectus .
                                                The auditor 's certificate shall appear
                                                in the prospectus .
                                Items 21 -yid 22 unchanged
Item 221                                        Item 221
Indication of the resolutions ,                 Indication of the resolutions ,
authorizations and approvals by virtue          authorizations and approvals by
of which the' securities were created:          virtue of which the securities were
                                                                              • • • /• • •
 ---pagebreak---                                           - 20 -
   t;7pe of operation and amount thereof* .     created, where these resolutions .
   Number of securities created, if pre-        authorizations or approvals do not
   determined. .        -                       date back more than, five .years ; type
                                                of operation and amount thereof.
                                                Number of securities created, if pre-
                                            "   determined.
                               Items 222 to 24' unchanged
   Item 241     '
  Description of the securities, the .          Description of the securities ....
 , admission of which is applied for and,       serial numbers where .known , coupons
   inter alia, number or overall par value, attached , etc ...
   exact designation or category, serial                *
   numbers , coupons attached, etc .
                               Items 242 to 244 unchanged
   Item 245                                     Item 245
   If securities ox the same category are       If securities of the same category are
   not yet admitted to quotation but are        not yet admitted to quotation but are
   dealt " in on markets other than that of '   dealt in on one or more other markets
   official quotation, the most recent          sub.ject to regulation, in regular
1 prices oil those markets in so far as         operation and recognized and open,
   publicity is permitted;    the markets       the most recent prices on those
   on which these prices were recorded          markets in so far as such publicity
   and the source from which they were        . is permitted; the market on which
   taken. The data referred to above are        these prices were recorded and the
   given only if tho market for the             source from which they were" taken ,
   securities i 3 sufficiently wide .                           -         4
                               Items 246 to 325 unchanged
 ---pagebreak---   I torn 326                                     Item 326
  Indication of any person who directly          Indication of any natural or legal
  or indirectly, alone or jointly with         ' person who directly or indirectly,
  other shareholders , controls the con-         alone or jointly with other share- .
  pany, mentioning the amount of his             holders , in fact controls the company,
  participation and in any case , in so          mentioning the amount of the partici-
  far as it is known to the company, any pation and in any event , in so far as
  holding of 25/0 or more of the sub-            it is common knowledge or known to 'the
  scribed capital . Mention must also be company, any holding of 10$ or more of
  made of
  made   of the
             the portions
                 portions of
                          of 11 CF/o
                                Cf/o or
                                     or more
                                        more     the subscribed capital , mentioning the
  held directly or indirectly by other           amount of the participation.     "Joint
  persons or bodies corporate , whenever         control" means control exercised        ■
  this holding
  this   holding is
                  is common
                     common knowledge
                             knowledge ..        by two or mote conp-:inies or
  By joint control must be understood            persona who have concluded                v-"'
  the control exercised by several com    com-
                                             ­   among themselves an agreement which might
  panies or several persons when they            lead them to adopt a common policy
  have concluded among themselves aJi            in relation to "the company in question ,
  agreement which may load them to adopt
  a common policy vis-a-vis the company
  in question.
                                Items 327 to 413 unchmgod
  Item 414                                     . Item 414
  Information on the structure of markets Information on the structure of supply
  and supplies for the last financial             sources and markets for " the products
' year and for the current financial year or services and, if possible , a break-
  and their trend (with, if possible,            down of the net amount of the turnover
 ---pagebreak---                                       - 22 -
a "breakdown of the not amount of the       by principal jgeogr-aphical -or. economie
turnover "by principal geographical          zones .
or economic zones * in so far as this
information may influence assessment
of the net worth, financial position
or results ).
Item 415                                     Item 415
Location and importance- of the com­         Location, relative size ( 1 ) and
pany 's principal establishments and,        development of the activities of the
if necessary, their development in the       company 's principal establishments
course of recent financial years and         and- information about' the real   '<
the current financial year , and infor­      estate owned.    Any establishment
mation about the real estate owned.         which accounts for more than 10,o of
Any establishment which accounts for         turnover or production is considered
more than 10$ of turnover or production to be a principal establishment .
is considered to be a principal estab­
lishment .
                             Item 416 unchanged
Item 42                                      Item 42
Show clearly, if applicable , the com­       Information on the possible effects
pany 's dependenoe with respect to the       on the company 's activities and
grant , use or expiration of patents,       profits of :
and licences , to the conclusion,            a ) ownership of industrial property
maintenance or expiration of industrial ,        rights ( patents , trade marks arid
commercial and financial contracts ,             designs) or of the uge of yuch .. .
                                                 held by of assigned to or by the
                                                 company .
( 1 ) English text only.                                                  •••A«•
 ---pagebreak---                                        - 23 -
and to new manufacturing processes                in particular m the form of licences ,
when these factors have great import­             whether exclusive or not , or         ''
ance for the activity or profitability            of contributions to other com­
of the company.                                   panies ;
                                              b ) industriai , commercial and financial
                                                  contracts ;
                                              c ) manufacturing techniques and
                                                  specialities .
If this is the case, all that will be         If this is the case , all that will be
required is to give indications about        required is to describe ooncisely, and
t he degree of dependence , to describe      without divulging industrial secrets ,
concisely, and without divulging              the factors which have a particular
industrial secrets , the factors in           importance .
cruestion which have a particular
importance , and to indicate , if they
are significant in this respect , the
dates of conclusion, obtaining or
expiration of contracts , licences and
patents .          '           >     ■   ■
Item 43                                       Item 43
Amount of tne expenditure effected in         Information on the research and .
the course of the past five financial      . development policy for new products
years for research and development of         and processes , the amount of.
new products .                             - 'expenditure effected for this pur­
                                             pose over the past five financial
                                             years and assessment of the influence
                                             of this policy on the operations and
                                             profitability of the company.
Item 44                                       Item 44
Indications of lawsuits and factors          Information on ( 1 ) disputes and factors
interrupting activities ( e.g. strikes , interrupting activities ( e.g. strikes,
accidents ) which have had or might           accidents ) which have had in the recent
have a significant impact on the net          past or might have a significant impact
                                                                              • • • /• m •
 ---pagebreak---                                         . - 24 -
worthy financial position or results           on tho net worth, financial position
of the company..      ,     .                  or results of the company.
                              Items 45 to 463 unchanged
Item 511                                       Item 511
Comparative table summarizing the              Comparative table summarizing the
annual accounts relating to the past           balance sheet and the profit and loss
five financial years so as to Taring           account relating to the past five
out the essential factors , ensuring           financial years so as to bring out
however that the rearrangement of the          the essential factors , ensuring however
pxiblished accounts does not affect .        ; that the rearrangement of the published
their informative value .                      accounts does not affect their infor­
                                               mative value .                          *
                                               Wbaret during the period covering the
                                               five financial years mentioned above ,
                                               events have occurred maJdLng compargMlit.y
                                               of tho essential items     in the balance
                                               sheets and' profit and loss accounts
                                               impossible , this should be stated. '
Item 512                                       Item 512                '  ;
The annual accounts relating to tho            The, annual accounts ( balance sheet ,
   • .• tï •            • •     ...     ••
last two completed financial years as          profit and loss account and annexes )
approved by the general meeting of             relating to the last two completed
shareholders must "be appended.      If        financial years as approved by tho
more than nine months have elapsed             general meeting of shareholders must
since the date on which the last               be appended.    If more than nino months
financial year was closed, a recent            have elapsed since the date on which
provisional financial statement ( which the last financial year was closed, a
                                                                              • • ■ f• • m
 ---pagebreak---                                            - 25 -
any be submitted without having beon            recent provisional financial statement
checked by chartered accountants ) must must be inserted in the prospectus, or
be inserted in the prospectus or                appended to it .
appended to it .
Item 513                                        I team 513
Should the annual accounts not be               Should the annual accounts not be
drawn up in conformity with the pro-            drawn up in conformity with the pro- _
visions of Council Directive No ......          visions of Council Directive No
of                    '...., ( l ) and should   of ................ (1 ) and should
they not give a sufficiently detailed           they not give a faithful reflection
and precise view of the net worth,              of the net worth, financial situation
financial situation and results of the          and results of the company, they must
company, they , must be accompanied by          be accompanied by explanatory notes
explanatory notes and comments ;         more   and comments ;   more detailed dis-
detailed disclosure in the prospectus           closure in the prospectus may be
mo,y be called for and explicit , mention called for and esplicit         mention must
must be made of corrections and amend-          be made of corrections and amendments
ments in relation to the published              in relation to the published accounts ,
accounts .          ,      •
Iten 514                                        Item 514
If the company draws up consolidated .          If the company draws up consolidated
accounts , the information provided for         accounts , the information provided
in Items 511 » 512 and 513 shall, if            for in Items 511 > 512 and 513 shall
possible , be given on the basis of the • be given on the basis of' the con-
consolidated accounts as well .                 solidated accounts - as well .       ;
                                  Items 52 to 531 unchanged.
                                                                               ••*/«•«
( 1 ) O.J. No . C 7 of 28 January 1972
 ---pagebreak---                                              26 -
Item 532                                        Item 532
Book valuQ of the shares or "parts"             Valuo at which the prospectus-pub-
held .                                          lishing company records the shares
                                                or "pnbrt-E'^ hield.
                              Items 533 to 552 unchanged
Item 553                                        Item 553
For each of the companies included in           For each of the companies included
the consolidation, other than the               in , the consolidation, other than the
prospectus-publishing company:                  prospectus-publishing company:
- the proportion of third-party                 - the total proportion of
   interest ?, ii'f the accounts of this                                   if """J
   company are consolidated globally;              accounts of this company are con­
                                                   solidated globally:
   the proportion of the consolidation
   calculated on the basis  s of
                               of the
                                  the           - the proportion of the consolidation
                            ation has
   interests, if consolidation     has been
                                          been     calculated on the basis of the
   effected on a pro rata basis.
                             basis .               interests, if consolidation has been
                                                   effected on a pro rata basis .
                            Items 56 to 633 unchcjigcd
Item 64                                         Item 64
Name , address, capacity and occupation Name , address, capacity and occupation
of the persons responsible for check–           of the persons responsible for checking
ing the accounts ( e.g. commissaires            the accounts ,
aux c'omptes , ' reviseurs d'entreprises ,
Wirt schaft sprtifer , sindaci , etc . ).
                            Items 71 to 73 unchanged
 ---pagebreak---                                  - 27 -
Itoa 714                                Itcan 714
The state of the order booic.           General information on the state of
                                        the order book.
                         Items 72 to 723 unchanged
 ---pagebreak---                                                                   /
                                   - 23 -
                           SCHEDULE           B
        Scheme of presentation for prospectuses for the admission -to
        stock exchange quotation of debentures issued by industrial
                        or commercial undertaldngs
                        Items 11 and 12 unchanged
Item 13                                   Item 13
Statement specifying whether or not       Statement specifying which accounting
the accounts have been checked by         documents and which information of a
internal or outside auditing/             financial nature have been checked
accounting experts ( e.g. accountants ,   by the official auditor of the
sindaci't Wirtsschaftsprufer, etc . ) .   company 's accounts in the- case of an
The capacity ( organ established under    auditor from a Member State , or by an
the "Statutes" or external body ) in      authorised official auditor in the
which the verifications were carried      case of an auditor from non-member
out should be specified, as well as       countries . The capacity ( organ estab­
possible reservations .  The same rule    lished under the " Statutes " or external
shall apply to the consolidated           body ) in which the verifications were
accounts contained in the prospectus .    carried out should be specified, as
                                          well as possible reservations . The
                                          same rule shall apply to the consoli­
                                          dated accounts contained in the
                                          prospectus .  The auditor 's certificate
                                          shall appear in the prospectus .
                            Item 21 unchanged
Item 211                                  Item 211
The nominal amount of the loan;     the   The nominal amount of the loan; if
nature and the amount of the denomi­      this amount is not fixed, a statement
nations available and, where approp­      to this effect must be made ;   the
riate, their number and numbering. ,      nature and the amount of the denomi­
                                          nations available and, where approp­
                                          riate, their number and numbering.
 ---pagebreak---                                        - 29 -
 It an 212                                 - Ttom-212
 The issue and redemption prices and         The issue and redemption prices and the
 the nominal interest rate ; if several      nominal interest rata ; if several
 interest rates ?je provided for , an        interest rates are provided for , an
 indication of the conditions for            indication of the conditions for
 changes in the rate.     In the event of    changes in the rate.'  In the event of
 the securities being issued contin­         the securities being issued continuously
 uously at a variable price following        at a variable price following the trend
 the trend of the markets , information • of the markets-, information is to be
 is to be - given concerning the limit       given, if possible , concerning the
 issue pric® applied.     ■     -•         ■ limit issue- prices applied,.
                            Items 213 to 22 unchanged
 Item 221                                    Item 221
 Reference to the resolutions , autho­       Reference to the resolution, authori­
 rizations and approvals by virtue of        zations and approvals by- '-virtue of
 which the securities wore cres,ted or       which the securities were created or
•v/iiich constitute a prior condition        which constitute a prior condition for
 for issue or admission to quotation.        issue or admission tp quotation, where
                                             those resolutions , authorizations and
                                             approvals do not date back more than
                                             five years .
                            Items 222 to 235 unchanged
 Item 235 to 2362                            Item 236
 23o . If the spme debentures are            If the same debentures are already
        already quoted on one or several     quoted on one or several stock exchanges ,
        stock exchanges , the following      indication of the stock exchange or
        must be mentioned :                  exchangee .
                                                                             • * * /a • «
 ---pagebreak---                                        - 30 -
2361 . Tho stock exchange or-sra hinges
        on which they arc mote A.         .
2362 . The latest price known.      -   ■
Item 237 '                    . ; .           Iten 237
If the securities ate not yet admitted If the securities are not yet admi
to quotation, "but are dealt in on            to quotation, "but are dealt in on
m arlcct s other than that of offici al -     or  more other markets subject tf
quotation . : the most recent prices on       regulation, in regular operation .
those markets in so' for as those           ; recognized and open, indication of
prices are moaningfal ;      the market       the market or markets concerned .
on which these prices were recorded
and the source from which they have
"become known .
                          Items 24 to 243 unchanged
Item 244                                      Item 244
The period during which the issue is          Except for continuous . dobontnr ;: i^Lr.'/ s ,
or was open and an indication of any          indication of the period during which
possibilities of early closure .              the issue is or was open and of any
                                              possibilities of early closure .
                                Item 245 unchanged
 It on 246                                    Item 246
 Indication of the net amount of the          Except for continuous, debenture issues ,
 issue proceeds .          -                  indication of the net amount of the
                                              issue proceeds .
                                                                            « • • /• • •
      \
 ---pagebreak---                                        - 31 -
                         Items 247 "to 322 unchanged
Item 323                                       Item. 323
Indication of any person who directly-1        Indication of any nature 1 of Igpni
or indirectly, alone or jointly with           person who directly or indirectly,
other shareholders, controls the com-          alone or jointly with other share-
pany, mentioning the amount of his •           holders , in fact controls the company,
participation and in any case , in so          mentioning the amount of the partici-
 far as it is known to the company, any        pation and in any case, in so far as
holding 'of ' 2^| or more of the su'b-         it is oommon knowledge or known to the
 scribed capital * ; Mention must also "be     compajoy, any holding of 10jo or more of
made of the portions of 10^' or more           the subscribed capital-* mentioning the
held directly or indirectly in the           ' amount of the participation.    "Joint
 company by other natural Persons or           control" means control excercised      I
bodies corporate , whenever this holding by two ore more companies or
 is common knowledge .' By' joint Control " persons who have concluded          ''
must be understood the control exer- 1         among themselves an agreement which night
 cised by several companies or several         lead them to adopt a common policy
         when they have concluded among       in relation to the company in question *
 themselves an agreement which may lead
 them to adopt a common policy vis-a-
 vis the company in question.      (
                            Items 324 to 413 unchanged
 Item 4H                                       Item 414
 Information on the. structure of markets 'Information on the structure -of supply
■and supplies, for the last financial          sources and markets for the products
 year and for the current . financial year , or services and, if- possible , break-
 and their trend ( with, if possible,          down of the net amount of the turnover
 ---pagebreak---   breakdown of the net amount of th$            y(py principal geographical or
  turnover "by principal geographical or         economic zones ).
  economic zones , in so far as this
  information may influence assessment        -
  of the net " worth, financial position
  or results ).
  Item 415     '  '  '"      '                   Item 415
  Location and importance of the company 's Location, relative size ( 1 ) and
  principal, establishments and, if-             development of the activities', of the
  necessary, their development in "the '          pompany' s principal establishments ,
  course of recent financial years and           and information         to /fche real,,
- the current financial frear« . 'and infor- .    estate <?wned«. vAny establishment
  mation about the real estate owned.            which accounts for ,mo_r§. tljanJO^
  Any establishment which accounts for . , "     of ti^rnover or production . is con-
  more than 1C$ of turnover or: produc-           sidered to b$ a principal estab-
  tion is considered to be a principal            lishment .
  establishment .
                                  Item 416 unchanged       •.
  Item 42                                         Item 42
  Show clearly, if applicable , the com­          Information on the possibl e effects
  pany 's dependence with respect to the -       on the company 's activities and
  grant , use or expiration of patents           profits of t
  and licences , to the conclusion,
                                                  a ) ownership of industrial property
  maintenance or expiration of indus-       .
                                                      rights (patents, " trade marks and
  trial , commercial and financial con­
                                                      designs ) or '<sf~thQ use of such
  tracts , and to 'new manufacturing      ' .
                                                      rights held by of assigned to or
                                                      by the comprny , '            '
  ( 1 ) English text only.
 ---pagebreak---                                     - 33 -
processes when these factors have      '                                    ...
great importance for the activity or         in particular in the form of licences ,
profitability of the company .               whether exclusive or not , or
                                                  . of contributions to other
                                             companies ;
                                         t>) industrial , commercial and financial
                                             contracts ;
                                         c ) manufacturing techniques and
                                             specialities .
If this is the case , all that will be   If this is the ca.se , all that will be
required is to give indications about    required is to describe concisely,
the degree of dependence, to describe and without divulging industrial
concisely, and without divulging,        secrets, the factors which nave a
industrial secrets, the factors in       particular importance .
question which have a particular
importance, and to indicate, if they
are significant in this respect , the
dates of conclusion, obtaining or
expiration of contracts, licences
and patents .
Item 43                                  Item 43
Amount of the expenditure effected       Information on the research and
in the course of the past five           development policy for new products
financial years for research and         and processes , the amount of the
development of new products .            expenditure effected for this purpose
                                         over the past five financial years and
                                         assessment of the influence of this
                                         policy on the activity and profit­
                                         ability of the coTntiany.
Item 44                           "      Item 44               • v" '    :  -
Indications of lawsuits and factors      Information on ( 1 ) "dispute's and factors
interrupting activities ( e.g. strikes, interrupting activities ( e.g. strikes,
accidents ) which have had or might      accidents ) which have had in the recent
( 1 ) -Snglish t ext only.
 ---pagebreak---  have a significant impact on the net      past or might have a significant
 worth, financial position or results      impact on the net worth, financial
 of tlie company.                          position or results of the. company.
                           [tons 45 to 463 unchanged
Item 511                                  Item 511
Comparative table summarizing the         Comparative table summarizing the
annual accounts relating to the past      balance sheet ?nd profit and loss
five financial years so as to bring       account relating to the past five
out the essential factors , ensuring      financial years so as to bring out
however that the rearrangement of the     the essential factors , ensuring
published accounts does not affect        however that the rearrangement of the
their informative value .                 published accounts does not affect
                                          their informative value .
                                          Whq&„Auring the period covering the
                                          five financial years mentioned above ,
                                          events have occurred making compar­
                                          ability of the essential factors in
                                          the balance sheets and profit and los s
                                          accounts impossible , this should be
                                          stated .
Item 512                                  Item 512
The annual' accounts relating to the      The annual accounts ( balance sheet ,
last completed' financial year as         profit and- loss account and ajinexes )
approved by the general meeting of the    relating' to the last completed • •
shareholders must be appended.    If      financial year as approved by - the •
more than nine months have elapsed        general meeting of shareholders must
Bince the date oft which the last'        be appended.   If more than nine months
financial year was closed, a recent       have elapsed since the date on which
provisional financial statement           the last financial year was closed, a
(which may be submitted without having recent provisional financial statement
been checked by cho'tered accountants ) must be inserted in the prospectus , or
must be inserted in the prospectus ,      appended to it .
or appended to it .
 ---pagebreak---                                        - -35 -
Item 51 ?                                     Item 513
Should the annual account 0 not be             Should the annual accounts not be
drawn up in conformity with the pro­          drawn up in conformity with the pro­
visions of Council Directive No .......       visions of Council Directive No ......
ox . . .               1 ), and should they of                   1 ), and should they
not give a sufficiently detailed and          not give a faithful reflection of the
precise view of the net worth, finan­         net worth, financial situation and
cial situation szid results of the            results of the company, they must be
oompany, they must be accompanied by          accompanied by explanatory notes and
explanatory notes and comments ;      more    comments ;  more detailed disclosure
detailed disclosure in the prospectus         in the prospectus may be called for
may be called , for and explicit mention      and explicit mention murst be made of
muct be made of corrections and amend­         corrections and amendments in relation
ments in relation to the published            to the published accounts .
accounts .
Item 514                                      Item 514
If the company draws up consolidated          If the company draws up consolidated
accounts , the information provided for 'accounts , the information provided for
in items 511 , 5'i2 and 5*13 shall , if       in items 511 > 512 and 513 shall be
possible , be given on the basis of the       given on the basis of the consolidated
consolidated accounts as well .               accounts as well.'
                               Items 52 to 531 unchan^ed
Item 532                                      Itéra 532
BOOK value of the shares or "parts'1          Value at which the prospectus-
held.                                         publishing company records the shares
                                              or "parts " held.
                                                                              • « • J– 1
( l ) O.J. ITo . C 7 of 23 January 1972 .
 ---pagebreak---                                         - 36 -
                            Items 523 "to 5j2 unchanged
Item. 553.                                        Item 333
For each ox the companies included in . For each of the companies included in
the consolidation, other than the           . .   the consolidation, other than the
prospectus-r-publishing company :     .  .        prospectus-publishing company :
- the proportion of third party               . - the total proportion of ,
     interests, if tho accounts of this              third-party interests , if the
     company are consolidated globally;              accounts of this company are con­
      ; •. , . . -                                   solidated globally;
- the proportion of tho consolidation'            - the - proportion of the consolidation
     calculated on the "basis of the                 calculated on the "basis of the
   ' interests , if consolidation has "been          interests, ' if consolidation has been
     effected on a pro rata basis.                   effected on at: pro rata basis .
                            Items 56 to 632 unchanged
Item 64                                           Item 64
Hame,' address , ■ capacity and occupation . Nryne, address, capacity and occupation
of the persons responsible for checking of the persons . responsible for checking
                                                                               \
the . accounts Ce.ff. commissaires aux . , the accounts.
comptes , réviseurs d' entreprises ,                                         •
Uirtschaft sprftfcr , sindaci , etc. ).                                          .
                            Items 71 to 713 uncnanied
Item 714                                          Item 714
The^ state of the order book.              •    • General information on the state of
 '*                         ■ ,                   the order book.
                            Items 72 to 723 unchanged
                                                                                   • a « /» • •
 ---pagebreak---                                        - 37 -
                                SCHEDULE          C
            Scheme of presentation for prospectuses for the admission t o
            stock exchange quotation of certificates representing shares
                                Items 11 to 17 unchanged
Item 18                                       Item 13
Annual accounts for the last completed       Annual accounts ( balance sheet ,
financial year .     Commitment by the       profit and loss account and annexes )
issuer to publish my information              for the last completed financial
required by law, in particular any           year .
amendments to the " Statutes ", the
annual accounts and publications for
the information of security holders ,
and the places whore such publications
will be made .
                                Items 21 to 22 unchanged
Item 221                                     Itom 221
the issue of the certificates or             the issue of the certificates .
"parts' 1 .
                                Items 222 to 26 unchanged