Related provisions for LR 3.4.9B

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LR 3.4.4RRP
An applicant must submit, in final form, to the FCA by midday two business days before the FCA is to consider the application:1(1) a completed Application for Admission of Securities to the Official List;(2) either:(a) the prospectus, or listing particulars that has been approved by the FCA; or(b) a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State for the securities;1(3)
LR 3.4.7RRP
An applicant must comply with LR 3.4.4 R to LR 3.4.6 R with the following modifications:1(1) [deleted]11(2) if the FCA approves the application it will admit to listing all debt securities which may be issued under the programme within 12 months after the publication of the base prospectus or listing particulars subject to the FCA:(a) being advised of the final terms of each issue for which a listing is sought; and1(b) receiving and approving for publication any supplementary
LR 8.4.1RRP
LR 8.4.2 R to LR 8.4.4 G2 apply in relation to an application for admission of securities11 to premium listing65if an applicant does not have securities11 already admitted to premium listing ,68 the conditions in LR 6.1.1R(1), LR 6.1.1R(2), LR 21.2.5R(1), LR 21.2.5R(2), LR 21.6.13R(1) or LR 21.6.13R(2)11 do not apply and8, in connection with the application, the applicant is required to submit to the FCA:25556810(1) a prospectus , supplementary prospectus8or equivalent document1;
LR 8.4.2RRP
A sponsor must not submit to the FCA an application on behalf of an applicant, in accordance with LR 3, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is not, or will not be, the
LR 8.4.3RRP
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FCA either:2(a) on the day the FCA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or(b) at a time agreed with the FCA, if the FCA is not approving the prospectus or if it is determining whether a document is an equivalent document1;(2) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the
LR 8.4.8RRP
A sponsor must not submit to the FCA an application on behalf of an applicant, in accordance with LR 3 (Listing applications), unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is
LR 3.3.6RRP
An applicant must keep copies of the following for six years after the admission to listing2:2(1) any agreement to acquire any assets, business or shares4 in consideration for or in relation to which the company's shares4are being issued;44(2) any letter, report, valuation, contract or other documents referred to in the prospectus, listing particulars, circular or other document issued in connection with those shares;44(3) the applicant'sconstitution as at the date of admission;(4)
LR 3.5.2GRP
11If the process of applying for admission of securities is likely to be very onerous due to the frequent or irregular nature of allotments and if no prospectus or listing particulars are required for the securities, an applicant may apply for a block listing of a specified number of the securities.
LR 5.4A.11RRP
(1) An issuer applying for a transfer of its securities5 must comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities5 to the category of listing to which it wishes to transfer.22(2) For the purposes of applying the eligibility requirements referred to in (1) to a transfer then, unless the context otherwise requires, a reference in such a requirement:(a) to the admission of securities5 is to be taken to be a reference
LR 4.1.1RRP
1This chapter applies to an issuer that has applied for the admission of:(1) securities specified in Schedule 11A of the Act (other than securities specified in paragraphs 2, 4 or 9 of that Schedule); or(2) any other specialist securities for which a prospectus is not required under the prospectus directive.
LR App 1.1.1RP

1Note: The following definitions relevant to the listing rules are extracted from the Glossary.

16

Act

The Financial Services and Markets Act 2000.

admission or admission to listing

admission of securities to the official list .

admission to trading

admission of securities to trading on an RIE's market for listedsecurities.

advertisement

(as defined in the PD Regulation) announcements:

(a)

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

(b)

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

applicant

an issuer which is applying for admission of securities.

asset backed security

(as defined in the PD Regulation) securities which:

(1)

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

(2)

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

associate

(A)36 in relation to a director, substantial shareholder, or person exercising significant influence, who is an individual:

6

(1)

that individual's spouse , civil partner 2or child (together "the individual's family");

(2)

the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are related parties;

(3)

any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able:

(a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or

(b) to appoint or remove directors33 holding a majority of voting rights at board meetings on all, or substantially all, matters;29

33

29(4)

any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual’s family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control:

(a) a voting interest greater than 30% in the partnership; or

(b) at least 30% of the partnership.

For the purpose of paragraph (3), if more than one director of the listedcompany, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those directors and their associates will be aggregated when determining whether that company is an associate of the director.

(B)36

in relation to a substantial shareholder or person exercising significant influence, which is a company:

6

(1)

any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;

(2)

any company whose directors are accustomed to act in accordance with the substantial shareholder's or person exercising significant influence's directions or instructions;6

66

(3)

any company in the capital of which the substantial shareholder or person exercising significant influence and any other companyunder paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (3)(a) or (b) above of this definition.6

36(C) when used in the context of a controlling shareholder who is an individual:

36(1)

that individual's spouse, civil partner or child (together "the individual's family");

36(2)

the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are controlling shareholders);

36(3)

any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able:

(a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or

(b) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters;

36(4)

any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual's family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control:

(a) a voting interest greater than 30% in the partnership; or

(b) at least 30% of the partnership.

36For the purpose of paragraph (3), if more than one controlling shareholder of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those controlling shareholders and their associates will be aggregated when determining whether that company is an associate of the controlling shareholder.

36(D) when used in the context of a controlling shareholder which is a company:

36(1)

any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;

36(2)

any company whose directors are accustomed to act in accordance with the controlling shareholder's directions or instructions;

36(3)

any company in the capital of which the controlling shareholder and any other company under paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (C)(3)(a) or (b) of this definition.

authorised person

(in accordance with section 31 of the Act (Authorised persons)) one of the following:

(a)

a person who has a Part 4A permission to carry on one or more regulated activities;

(b)

an incoming EEA firm;

(c)

an incoming Treaty firm;

(d)

a UCITS qualifier;

(e)

an ICVC;

(f)

the Society of Lloyd's.13

bank

(a)

a firm with a Part 4A permission which includes accepting deposits, and:

but which is not a building society, a friendly society or a credit union;

(b)

an EEA bank which is a full credit institution.

base prospectus

a base prospectus referred to in PR 2.2.7 R29

29body corporate

(in accordance with section 417(1) of the Act (Definitions)) any body corporate, including a body corporate constituted under the law of a country or territory outside the United Kingdom.

book value of property

(in relation to a property company) the value of a property (which is not classified as a net current asset) before the deduction of mortgages or borrowings as shown in the company's latest annual report and accounts.

29break fee arrangement

an arrangement falling within the description in LR 10.2.6A R.

building block

(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up.

business day

(1)

(in relation to anything done or to be done in (including to be submitted to a place in) any part of the United Kingdom), any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in that part of the United Kingdom;

(2)

(in relation to anything done or to be done by reference to a market outside the United Kingdom) any day on which that market is normally open for business.

44

44

CARD

Consolidated Admissions and Reporting Directive.

certificate representing certain securities

the investment specified in article 80 of the Regulated Activities Order (Certificates representing certain securities), which is in summary: a certificate or other instrument which confers contractual or property rights (other than rights consisting of options):

(a)

in respect of any share, debenture, alternative debenture,19government and public security or warrant held by a person other than the person on whom the rights are conferred by the certificate or instrument; and

19

(b)

the transfer of which may be effected without requiring the consent of that person;

but excluding any certificate or other instrument which confers rights in respect of two or more investments issued by different persons or in respect of two or more different government and public securities issued by the same person.

certificate representing debt securities

a certificate representing certain securities where the certificate or other instrument confers rights in respect of debentures, alternative debentures,19 or government and public securities.

certificate representing equity securities

a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity securities.

certificate representing shares

a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity shares.30

charge

(in relation to securitised derivatives) means any payment identified under the terms and conditions of the securitised derivatives.

Chinese wall

an arrangement that requires information held by a person in the course of carrying on one part of its business to be withheld from, or not to be used for, persons with or for whom it acts in the course of carrying on another part of its business.

circular

any document issued to holders of listed securities including notices of meetings but excluding prospectuses, listing particulars, annual reports and accounts, interim reports, proxy cards and dividend or interest vouchers.

class

securities the rights attaching to which are or will be identical and which form a single issue or issues.

class 1 acquisition

a class 1 transaction that involves an acquisition by the relevant listed company or its subsidiary undertaking.

class 1 circular

a circular relating to a class 1 transaction or a transaction which must comply with the requirements of a class 1 transaction38.

class 1 disposal

a class 1 transaction that consists of a disposal by the relevant listed company or its subsidiary undertaking.

class 1 transaction

a transaction classified as a class 1 transaction under LR 10.

class 2 transaction

a transaction classified as a class 2 transaction under LR 10 .29

class tests

the tests set out in LR 10 Annex 1(and for certain specialist companies, those tests as modified or added to by LR 10.7), which are used to determine how a transaction is to be classified for the purposes of the listing rules.

closed-ended

(in relation to investment entities) an investment company which is not an open-ended investment company.

5closed-ended investment fund

an entity:

(a)

which is an undertaking with limited liability, including a company, limited partnership, or limited liability partnership; and

(b)

whose primary object is investing and managing its assets (including pooled funds contributed by holders of its listed securities):

(i) in property of any description; and

(ii) with a view to spreading investment risk.

43

43

COBS9

the Conduct of Business sourcebook, from 1 November 20079.

3Combined Code

in relation to an issuerthe Combined Code on Corporate Governance published in June 2008 by the Financial Reporting Council.18

18

company

any body corporate.

competent authority

(in relation to the functions referred to in Part VI of the Act):

(a)

the authority designated under Schedule 8 to the Act (transfer of functions under Part VI (Official listing)) as responsible for performing those functions under the Act; for the time being the FCA in its capacity as such; or

(b)

an authority exercising functions corresponding to those functions under the laws of another EEA State.

connected client

in relation to a sponsor or securities house, any client of the sponsor or securities house who is:

(a)

a partner, director, employee or controller (as defined in section 422 of the Act) of the sponsor or securities house or of an undertaking described in paragraph (d);

(b)

the spouse , civil partner 2or child of any individual described in paragraph (a);

(c)

a person in his capacity as trustee of a private trust (other than a pension scheme or an employees' share scheme) the beneficiaries of which include any person described in paragraph (a) or (b); or

(d)

an undertaking which in relation to the sponsor or securities house is a group undertaking.

connected person

(in DTR and LR in relation to a person discharging managerial responsibilities within an issuer) has the meaning given to “person closely associated” in article 3(1)(26) of the Market Abuse Regulation.43

Consolidated Admissions and Reporting Directive

Directive of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities (No 2001/34/EC).

constitution

memorandum and articles of association or equivalent constitutional document.

contingent liability investment

a derivative under the terms of which the client will or may be liable to make further payments (other than charges, and whether or not secured by margin) when the transaction falls to be completed or upon the earlier closing out of his position.

contract of significance

a contract which represents in amount or value (or annual amount or value) a sum equal to 1% or more, calculated on a group basis where relevant, of:

(1)

in the case of a capital transaction or a transaction of which the principal purpose or effect is the granting of credit, the aggregate of the group's share capital and reserves; or

(2)

in other cases, the total annual purchases, sales, payments or receipts, as the case may be, of the group.

36controlling shareholder

means any person who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company. For the purposes of calculating voting rights, the following voting rights are to be disregarded:49

(1)

any voting rights which such a person exercises (or controls the exercise of) independently in its capacity as: bare trustee, investment manager, collective investment undertaking or a long-term insurer in respect of its linked long-term business if no associate of that person interferes by giving direct or indirect instructions, or in any other way, in the exercise of such voting rights (except to the extent any such person confers or collaborates with such an associate which also acts in its capacity as investment manager, collective investment undertaking or long-term insurer); or49

(2)

any voting rights which a person may hold (or control the exercise of) solely in relation to the direct performance, by way of business, of:49

(a)

underwriting the issue or sale of securities; or49

(b)

placing securities, where the person provides a firm commitment to acquire any securities which it does not place; or 49

(c)

acquiring securities from existing shareholders or the issuer pursuant to an agreement to procure third-party purchases of securities;49

and where the conditions below are satisfied:49

(i)

the activities set out in (2)(a) to (c) are performed in the ordinary course of business;49

(ii)

the securities to which the voting rights attach are held for a consecutive period of 5 trading days or less, beginning with the first trading day on which the securities are held;49

(iii)

the voting rights are not exercised within the period the securities are held; and49

(iv)

no attempt is made directly or indirectly by the person to intervene in (or attempt to intervene in) or exert (or attempt to exert) influence on the management of the issuer within the period the securities are held.49

convertible securities

a security which is:

(1)

convertible into, or exchangeable for, other securities; or

(2)

accompanied by a warrant33 or option33 to subscribe for or purchase other securities.

3333

deal

a dealing transaction;

dealing

(in accordance with paragraph 2 of Schedule 2 to the Act (Regulated activities)) buying, selling, subscribing for or underwriting investments or offering or agreeing to do so, either as principal or as an43 agent, including, in the case of an investment which is a contract of insurance, carrying out the contract.

debt security

debentures, alternative debentures,19 debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness.7

6deferred bonus

any arrangement pursuant to the terms of which an employee or director may receive a bonus (including cash or any security) in respect of service and/or performance in a period not exceeding the length of the relevant financial year notwithstanding that the bonus may, subject only to the person remaining a director or employee of the group, be receivable by the person after the end of the period to which the award relates.

6defined benefit scheme

in relation to a director, means a pension scheme which is not a money purchase scheme.

depositary

a person that issues certificates representing certain securities that have been admitted to listing33 or are the subject of an application for admission to listing.

33

7DEPP

the Decision Procedure and Penalties manual

designated professional body

a professional body designated by the Treasury under section 326 of the Act (Designation of professional bodies) for the purposes of Part XX of the Act (Provision of Financial Services by Members of the Professions); as at 21 June 2001 the following professional bodies have been designated in the Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001 (SI 2001/1226):

(a) The Law Society (England and Wales);

(b) The Law Society of Scotland;

(c) The Law Society of Northern Ireland;

(d) The Institute of Chartered Accountants in England and Wales;

(e) The Institute of Chartered Accountants of Scotland;

(f) The Institute of Chartered Accountants in Ireland;

(g) The Association of Chartered Certified Accountants;

(h) The Institute of Actuaries.

director

(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties.

43disclosure guidance

the guidance contained in DTR 1 to 3

disclosure requirements43

1616

articles 17, 18 and 19 of the Market Abuse Regulation.43

1616

document

any piece of recorded information, including (in accordance with section 417(1) of the Act (Interpretation)) information recorded in any form; in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form.

document viewing facility

a location identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility.

DTR

the Disclosure Guidance43 and Transparency Rules39 sourcebook containing the disclosure guidance43, transparency rules,39corporate governance rules and the rules relating to primary information providers.1639

1639

39E-Commerce Directive

the Council Directive of 8 June 2002 on legal aspects of information society services, in particular electronic commerce, in the Internal Market (No 2000/31/EC).

EEA State

(in accordance with paragraph 8 of Schedule 3 to the Act (EEA Passport Rights)) a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; as at 1 May 2004, the following are the EEA States: Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom.

7EG

the Enforcement Guide

employee

an individual:

(a)

who is employed or appointed by a person in connection with that person's business, whether under a contract of service or for services or otherwise; or

(b)

whose services, under an arrangement between that person and a third party, are placed at the disposal and under the control of that person;

but excluding an appointed representative or, where applicable, a tied agent9 of that person.

employees' share scheme

has the same meaning as in section 116615 of the Companies Act 200615.7

668668

equity security

equity shares and securities convertible into equity shares.

equity share20

shares comprised in a company's equity share capital.

equity share capital

(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.

6equivalent document

a document containing information equivalent to a prospectus for the purposes of PR 1.2.2R (2) or (3) or PR 1.2.3R (3) or (4).38

38ESMA

European Securities and Markets Authority.

ESMA Prospectus Recommendations40

40

the ESMA update of the CESR recommendations: The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (ESMA/2013/319).40

40

exercise notice

(in relation to securitised derivatives), a document that notifies the issuer of a holder's intention to exercise its rights under the securitised derivative.

exercise price

(in relation to securitised derivatives), the price stipulated by the issuer at which the holder can buy or sell the underlying instrument from or to the issuer.

exercise time

(in relation to securitised derivatives), the time stipulated by the issuer by which the holder must exercise their rights.

expiration date

(in relation to securitised derivatives), the date stipulated by the issuer on which the holder's rights in respect of the securitised derivative ends.

27external management company

has the meaning in PR 5.5.3A R (i.e., in relation to an issuer that is a company which is not a collective investment undertaking, a person who is appointed by the issuer (whether under a contract of service, a contract for services or any other commercial arrangement) to perform functions that would ordinarily be performed by officers of the issuer and to make recommendations in relation to strategic matters).

extraction

(in relation to mineral companies), includes mining, quarrying or similar activities and the reworking of mine tailings or waste dumps.

FCA

the Financial Conduct Authority.

final terms

the document containing the final terms of each issue which is intended to be listed.

financial information table

financial information presented in a tabular form that covers the reporting period set out in LR 13.5.13 R in relation to the entities set out in LR 13.5.14 R, and to the extent relevant LR 13.5.17A R30.

30

group

(1)

except in LR 6.4.3G, LR 6.5.3G, LR 6.14.3R, LR 6.14.4G49, LR 8.7.8R (10),LR 14.2.2 R, LR 14.2.3A G, LR 18.2.8 R and LR 18.2.9A G36, 6an issuer and its subsidiary undertakings (if any); and

36123636

(2)

in LR 6.4.3G, LR 6.5.3G, LR 6.14.3R, LR 6.14.4G49, LR 8.7.8R (10), 6LR 14.2.2 R, LR 14.2.3A G, LR 18.2.8 R and LR 18.2.9A G36as defined in section 421 of the Act.

36123636

guarantee

(in relation to securitised derivatives), either:

(1)

a guarantee given in accordance with LR 19.2.2 R (3)(if any); or

(2)

any other guarantee of the issue of securitised derivatives.

guidance

guidance given by the FCA under the Act.

Handbook

the FCA's Handbook of rules and guidance.28

28holding company

(as defined in section 1159(1) of the Companies Act 2006 (Meaning of "subsidiary" etc) (in relation to another body corporate ("S")) a body corporate which:

(a)

holds a majority of the voting rights in S; or

(b)

is a member of S and has the right to appoint or remove a majority of its board of directors; or

(c)

is a member of S and controls alone, under an agreement with other shareholders and members, a majority of the voting rights in S.

Home Member State or Home State

(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive.

Host Member State or Host State

(as defined in Article 2.1(n) of the prospectus directive) the State where an offer to the public is made or admission to trading is sought, when different from the home Member State.

IAS

International Accounting Standards.39

36independent director

a director whom an applicant49 or listed company has determined to be independent under the UK Corporate Governance Code.

36independent shareholder

any person entitled to vote on the election of directors of a listed company that is not a controlling shareholder of the listed company.

39information society service

an information society service, as defined by article 2(a) of the E-Commerce Directive and article 1(2) of the Technical Standards and Regulations Directive (98/34/EC), which is in summary any service normally provided for remuneration, at a distance, by means of electronic equipment for the processing (including the digital compression) and storage of data at the individual request of a service recipient.

inside information

as described in article 7 of the Market Abuse Regulation45.

43

43

intermediaries offer

a marketing of securities already or not yet in issue, by means of an offer by, or on behalf of, the issuer to intermediaries for them to allocate to their own clients.

International Accounting Standards

international accounting standards within the meaning of EC Regulation No 1606/2002 of the European Parliament and of the Council of 19 July 2002 as adopted from time to time by the European Commission in accordance with that Regulation.

in the money

(in relation to securitised derivatives):

(a)

where the holder has the right to buy the underlying instrument or instruments from the issuer, when the settlement price is greater than the exercise price; or

(b)

where the holder has the right to sell the underlying instrument or instruments to the issuer, when the exercise price is greater than the settlement price.5

10investment entity

an entity whose primary object is investing and managing its assets with a view to spreading or otherwise managing investment risk.

investment manager

a person who, on behalf of a client, manages investments and is not a wholly-owned subsidiary of the client.5

5

investment trust

a company which:

40

(a)

is approved by the Commissioners for HM Revenue and Customs33 under sections 1158 and 1159 of the Corporation Tax Act 201040 (or, in the case of a newly formed company, has declared its intention to conduct its affairs so as to obtain such approval); or

3340

(b)

is resident in an EEA State other than the United Kingdom and would qualify for such approval if resident in the United Kingdom.

issuer

any company or other legal person or undertaking (including a public sector issuer), any class of whose securities has been admitted to listing33 or is the subject of an application for admission to listing33.

3333

29limited liability partnership

(a) a body corporate incorporated under the Limited Liability Partnerships Act 2000;

(b) a body corporate incorporated under legislation having the equivalent effect to the Limited Liability Partnerships Act 2000.

list of sponsors

the list of sponsors maintained by theFCA in accordance with section 88(3)(a) of the Act.

listed

admitted to the official list maintained by the FCA in accordance with section 74 of the Act.

listed company

a company that has any class of its securitieslisted.

listing particulars

(in accordance with section 79(2) of the Act), a document in such form and containing such information as may be specified in listing rules.

listing rules

(in accordance with sections 73A(1) and 1673A(2) of the Act) rules16relating to admission to the official list.

1616

London Stock Exchange

London Stock Exchange Plc.

long-term incentive scheme

any arrangement (other than a retirement benefit plan, a deferred bonus or any other arrangement that is an element of an executive director's remuneration package) which may involve the receipt of any asset (including cash or any security) by a director or employee of the group:

(1)

which includes one or more conditions in respect of service and/or performance to be satisfied over more than one financial year; and

(2)

pursuant to which the group may incur (other than in relation to the establishment and administration of the arrangement) either cost or a liability, whether actual or contingent.

LR

the sourcebook containing the listing rules.29

45

major subsidiary undertaking

a subsidiary undertaking that represents 25% or more of the aggregate of the gross assets or profits (after deducting all charges except taxation) of the group.

45

43Market Abuse Regulation

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council46 and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

45

member

(in relation to a profession) a person who is entitled to practise that profession and, in practising it, is subject to the rules of the relevant designated professional body, whether or not he is a member of that body.

mineral company

a company or group, whose principal activity is, or is planned to be, the extraction of mineral resources (which may or may not include exploration for mineral resources).

mineral expert's report

a competent person's36 report prepared in accordance with paragraph 133 of36 the ESMA Prospectus Recommendations.40

4030

mineral resources

include metallic and non-metallic ores, mineral concentrates, industrial minerals, construction aggregates, mineral oils, natural gases, hydrocarbons and solid fuels including coal.

miscellaneous securities20

securities which are not:

(a)

shares; or

(b)

debt securities; or

(c)

asset backed securities; or

(d)

certificates representing debt securities; or

(e)

convertible securities which convert to debt securities; or

(f)

convertible securities which convert to equity securities; or

(g)

convertible securities which are exchangeable for securities of another company; or

(h)

certificates representing certain securities; or

(i)

securitised derivatives.

43

43

30modified report

30

an accountant's or 30auditor's report:

(a)

in which the opinion is modified; or30

30

(b)

which contains an emphasis-of-matter paragraph.30

30

6money purchase scheme

in relation to a director, means a pension scheme under which all of the benefits that may become payable to or in respect of the director are money purchase benefits.

net annual rent

(in relation to a property) the current income or income estimated by the valuer:

(1)

ignoring any special receipts or deductions arising from the property;

(2)

excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and

(3)

after making deductions for superior rents (but not for amortisation) and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent.

49

non-EEA State

a country or state that is not an EEA State.

OECD state guaranteed issuer

an issuer of debt securities whose obligations in relation to those securities33 have been guaranteed by a member state of the OECD.

33

offer

an offer of transferable securities to the public.

offer for sale

an invitation to the public by, or on behalf of, a third party to purchase securities of the issuer already in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).

offer for subscription

an invitation to the public by, or on behalf of, an issuer to subscribe for securities of the issuer not yet in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).

offer of transferable securities to the public

(as defined in section 102B of the Act), in summary:

(a)

a communication to any person which presents sufficient information on:

  • (i) the transferable securities to be offered, and
  • (ii) the terms on which they are offered,

to enable an investor to decide to buy or subscribe for the securities in question;

(b)

which is made in any form or by any means;

(c)

including the placing of securities through a financial intermediary;

(d)

but not including a communication in connection with trading on:

  • (i) a regulated market;
  • (ii) a multilateral trading facility; or
  • (iii) any market prescribed by an order under section 130A of the Act.

Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act.

offeror

(a)

in LR 5.2.10 R to LR 5.2.11D R36, an offeror as defined in the Takeover Code; and

(b)

elsewhere in LR, a person36who makes an offer of transferable securities to the public.

36

official list

the list maintained by the FCA in accordance with section 74(1) of the Act for the purposes of Part VI of the Act.

open-ended investment company33

33

as defined in section 236 of the Act (Open-ended investment companies).

open offer

an invitation to existing securities holders to subscribe or purchase securities in proportion to their holdings, which is not made by means of a renounceable letter (or other negotiable document).31

31operational objectives

as defined in section 1B(3) of the Act.

option

the investment, specified in article 83 of the Regulated Activities Order (Options), which is an option to acquire or dispose of:

  • (a) a designated investment (other than a P2P agreement,37 an option); or
  • (b) currency of the United Kingdom or of any other country or territory; or
  • (c) palladium, platinum, gold or silver; or
  • (d) an option to acquire or dispose of an option specified in (a), (b) or (c).

overseas

outside the United Kingdom.

overseas company

a company incorporated outside the United Kingdom.

overseas investment exchange

an investment exchange which has neither its head office nor its registered office in the United Kingdom.

parent undertaking

as defined in section 116215 of the Companies Act 200615.

668668

Part 6 rules

(in accordance with section 73A(1) of the Act) rules made for the purposes of Part 6 of the Act.

PD

prospectus directive.

PD Regulation

Regulation number 809/2004 of the European Commission

percentage ratio

(in relation to a transaction) the figure, expressed as a percentage, that results from applying a calculation under a class test22 to the transaction.

22

person

(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporate (that is, a natural person, a legal person and, for example, a partnership).

person discharging managerial responsibilities

as defined in article 3(1)(25) of the Market Abuse Regulation45.

person exercising significant influence

in relation to a listed company, a person or entity which exercises significant influence over that listed company.

6

placing

a marketing of securities already in issue but not listed or not yet in issue, to specified persons or clients of the sponsor or any securities house assisting in the placing, which does not involve an offer to the public or to existing holders of the issuer'ssecurities generally.

PR

the sourcebook containing the Prospectus Rules.

preference share

a share conferring preference as to income or return of capital which does not form part of the equity share capital of a company.

20

16premium listing

(a)

in relation to equity shares20 (other those of a closed-ended investment fund or of an open-ended investment company or of a sovereign controlled commercial company that is required to comply with the requirements in LR 2150), means a listing where the issuer is required to comply with those requirements in LR 6 (Additional requirements for premium listing (commercial company)) and the20 other requirements in the listing rules that are expressed to apply to such securities with a premium listing;

(b)

in relation to equity shares20 of a closed-ended investment fund, means a listing where the issuer is required to comply with the requirements in LR 15 (Closed-Ended Investment Funds: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing;

(c)

in relation to equity shares20 of an open-ended investment company, means a listing where the issuer is required to comply with LR 16 (Open-ended investment companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing;50

(d)

in relation to equity shares of a sovereign controlled commercial company, means a listing where the issuer is required to comply with the requirements in LR 21 (Sovereign controlled commercial companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing; and50

(e)

in relation to certificates representing shares of a sovereign controlled commercial company, means a listing where the issuer is required to comply with the requirements in LR 21 (Sovereign controlled commercial companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing.50

premium listing (commercial company)

a premium listing of equity shares21 (other than those of a closed-ended investment fund or of an open-ended investment company or of a sovereign controlled commercial company that is required to comply with the requirements in LR 2150).

21

50premium listing (sovereign controlled commercial company)

a premium listing of:

(a)

equity shares (other than those of a closed-ended investment fund or of an open-ended investment company); or

(b)

certificates representing shares,

where the issuer of the equity shares or, in the case of certificates representing shares, the issuer of the equity shares which the certificates represent is a sovereign controlled commercial company and is required to comply with the requirements in LR 21 and other requirements in the listing rules that are expressed to apply to securities in this category.

premium listing (investment company)

a premium listing of equity shares21 of a closed-ended investment fund or of an open-ended investment company.39

21

39primary information provider

a person approved by the FCA under section 89P of the Act.

probable reserves

(1)

in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which are not yet proven but which, on the available evidence and taking into account technical and economic factors, have a better than 50% chance of being produced; and

(2)

in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured and/or indicated mineral resources, which are not yet proven but of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination and under specified economic conditions.

profit estimate

(as defined in the PD Regulation) a profit forecast for a financial period which has expired and for which results have not yet been published.

profit forecast

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

43

43

3333

property

freehold, heritable or leasehold property.

property company

a company primarily engaged in property33 activities including:

33

(1)

the holding of properties (directly or indirectly) for letting and retention as investments;

(2)

the development of properties for letting and retention as investments;

(3)

the purchase and development of properties for subsequent sale; or

(4)

the purchase of land for development properties for retention as investments.5

property valuation report

a property valuation report prepared by an independent expert in accordance with:6

6

(1)

for an issuer incorporated in the United Kingdom, the Channel Islands or the Isle of Man, the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors; or6

(2)

for an issuer incorporated in any other place, either the standards referred to in paragraph (1) of this definition or the International Valuation Standards (7th edition) issued by the International Valuation Standards Committee.6

prospectus

a prospectus required under the prospectus directive.

prospectus directive

the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC).

prospectus rules

(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.33

33

proven reserves

(1)

in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which, on the available evidence and taking into account technical and economic factors, have a better than 90% chance of being produced; and

(2)

in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured mineral resources of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination, and under specified economic conditions.

public international body

the African Development bank, the Asian Development Bank, the Caribbean Development Bank, the Council of Europe Development Bank6, the European Atomic Energy Community, the European Bank for Reconstruction and Development, the European Company for the Financing of Railroad Stock, the EU,17 the European Investment Bank, the Inter-American Development bank, the International Bank for Reconstruction and Development, the International Finance Corporation, the International Monetary Fund, the Nordic Investment bank.

61717

public sector issuer

states and their regional and local authorities, state monopolies, state finance organisations, public international bodies, statutory bodies and OECD state guaranteed issuers.

recognised scheme

a scheme recognised under:

(a)

section 264 of the Act (Schemes constituted in other EEA States); or

(b)

[deleted]35

35

(c)

section 272 of the Act (Individually recognised overseas schemes).

registration document

a registration document referred to in PR 2.2.2 R.

Regulated Activities Order

the Financial Services and Markets Act 2000 (Regulated Activities)

Order 2001 (SI 2001/544).9

regulated market

a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments -33 in the system and in accordance with its non-discretionary rules -33in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with47 Title III of MiFID.9

[Note: article 4(1)(21)47 of MiFID]33

regulatory information service or RIS

(a) a primary information provider; or

(b) an incoming information society service that has its establishment in an EEA State other than the United Kingdom and that disseminates regulated information in accordance with the minimum standards set out in article 12 of the TD implementing Directive.41

(c) [deleted]41

39394141

related party

as defined in LR 11.1.4 R.

related party circular

a circular relating to a related party transaction.

related party transaction

as defined in LR 11.1.5 R.

retail securitised derivative

a securitised derivative which is not a specialist securitised derivative; in this definition, a "specialist securitised derivative" is a securitisedderivative which, in accordance with the listing rules, is required to be admitted to listing with a clear statement on any disclosure document that the issue is intended for a purchase by only investors who are particularly knowledgeable in investment matters.

reverse takeover

a transaction classified as a reverse takeover under LR 5.6.28

28

RIE

recognised investment exchange.

rights issue

an offer to existing security holders to subscribe or purchase further securities in proportion to their holdings made by means of the issue of a renounceable letter (or other negotiable document) which may be traded (as “nil paid” rights) for a period before payment for the securities is due.

rule

(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FCA under the Act, including:

(a) a Principle; and

(b) an evidential provision.

schedule33

33

(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved.

scientific research based company

a company primarily involved in the laboratory research and development of chemical or biological products or processes or any other similar innovative science based company.

securities note

a securities note referred to in PR 2.2.2 R.

securitised derivative

an option or contract for differences which, in either case, is listed under LR 19 (including such an option or contract for differences33 which is also a debenture).

33

security

(in accordance with section 102A of the Act) anything which has been, or may be admitted to the official list.

settlement price

(in relation to securitised derivatives), the reference price or prices of the underlying instrument or instruments stipulated by the issuer for the purposes of calculating its obligations to the holder.

shadow director

as in sub-paragraph (b) of the definition of director in section 417(1) of the Act.

share

(in accordance with section 540(1)15 of the Companies Act 200615) a share in the share capital of a company, and includes:

6681566815

(a)

stock (except where a distinction between shares and stock is express or implied); and

(b)

preference shares.

49shell company

as defined in LR 5.6.5AR.

specialist investor

an investor who is particularly knowledgeable in investment matters.

specialist securities

securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.

specialist securitised derivative

a securitised derivative which because of its nature is normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.

specified investment

any of the following investments specified in Part III of the Regulated Activities Order (Specified Investments):

(a)

deposit (article 74);

(aa)

electronic money (article 74A);

(b)

contract of insurance (article 75); for the purposes of the permission regime, this is sub-divided into:

and then further sub-divided into classes of contract of insurance;

(c)

share (article 76);

(d)

debenture (article 77);19

(da)

alternative debenture (article 77A);19

(e)

government and public security (article 78);

(f)

warrant (article 79);

(g)

certificate representing certain securities (article 80);

(h)

unit (article 81);

(i)

stakeholder pension scheme (article 82);24

24(ia)

emissions auction product (article 82A);

(j)

option (article 83); for the purposes of the permission regime, this is sub-divided into:

(k)

future (article 84); for the purposes of the permission regime, this is sub-divided into:

(l)

contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into:

(m)

underwriting capacity of a Lloyd's syndicate (article 86(1));

(n)

membership of a Lloyd's syndicate (article 86(2));

(o)

funeral plan contract (article 87);

(oa)

regulated mortgage contract (article 61(3);

23

(ob)

home reversion plan (article 63B(3));

23

(oc)

home purchase plan (article 63F(3));

23

(od)

regulated sale and rent back agreement (article 63J(3));

(p)

rights to or interests in investments (article 89).

sponsor

a person approved, under section 88 of the Act by the FCA, as a sponsor.38

38sponsor declaration

a declaration submitted by a sponsor to the FCA as required under LR 8.4.3 R (Application for listing), LR 8.4.9 R (Further application for listing), LR 8.4.13 R (Production of circular) or LR 8.4.14 R (Transfer between listing category).

12sponsor service

a service relating to a matter referred to in LR 8.2 that a sponsor provides or is requested or appointed to provide including32 preparatory work that a sponsor may undertake before a decision is taken as to whether or not it will act as sponsor for a listed32company or applicant33 or in relation to a particular transaction, and including all the sponsor's communications with the FCA33 in connection with the service32. But nothing in this definition is to be taken as requiring a sponsor when requested32 to agree to act as a sponsor for a company or in relation to a transaction.

323233

standard listing

in relation to securities, means a listing that is not a premium listing.

20standard listing (shares)

a standard listing of shares other than preference shares that are specialist securities.

state finance organisation

a legal person other than a company:

(1)

which is a national of an EEA State;

(2)

which is set up by or pursuant to a special law;

(3)

whose activities are governed by that law and consist solely of raising funds under state control through the issue of debt securities;

(4)

which is financed by means of the resources they have raised and resources provided by the EEA State; and

(5)

the debt securities issued by it are considered by the law of the relevant EEA State as securities issued or guaranteed by that state.

state monopoly

a company or other legal person which is a national of an EEA State and which:

(1)

in carrying on its business benefits from a monopoly right granted by an EEA state; and

(2)

is set up by or pursuant to a special law or whose borrowings are unconditionally and irrevocably guaranteed by an EEA state or one of the federated states of an EEA state.

subsidiary undertaking

as defined in section 116215 of the Companies Act 200615.

6681566815

substantial shareholder

as defined in LR 11.1.4A R.256

625

summary

(in relation to a prospectus) the summary included in the prospectus.

SUP

the Supervision manual.

supplementary listing particulars

(in accordance with section 81(1) of the Act), supplementary listing particulars containing details of the change or new matter.

supplementary prospectus

a supplementary prospectus containing details of a new factor, mistake or inaccuracy.

Takeover Code

the City Code on Takeovers and Mergers issued by the TakeoverPanel.

target

the subject of a class 1 transaction or reverse takeover28.

tender offer

an offer by a company to purchase all or some of a class of its listedequity securities at a maximum or fixed price (that may be established by means of a formula) that is:

20

(1)

communicated to all holders of that class by means of a circular or advertisement in two national newspapers;

(2)

open to all holders of that class on the same terms for at least 7 days; and

(3)

open for acceptance by all holders of that class pro rata to their existing holdings.25

25trading day

a day included in the calendar of trading days published by the FCA at www.fca.org.uk.33

33

43

14

43

transferable security

(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID9, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months.

9

26transparency rules

in accordance with sections 73A(1) and 89A of the Act, rules relating to the notification and dissemination of information in respect of issuers of transferable securities and relating to major shareholdings.

treasury shares

shares which meet the conditions set out in paragraphs (a) and (b) of subsection 724(5) of the Companies Act 2006.15

66866815

trust deed

a trust deed or equivalent document securing or constituting debt securities.

UK

United Kingdom.

18UK Corporate Governance Code

the UK Corporate Governance Code published in April 2016 48 by the Financial Reporting Council, available at: https://www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code48.

40404240

underlying instrument

(in relation to securitised derivatives) means either:

(1)

if the securitised derivative is an option or debt security with the characteristics of an option, any of the underlying investments listed in article 83 of the Regulated Activities Order; or

(2)

if the securitised derivative is a contract for differences or debt security with the characteristics of a contract for differences, any factor by reference to which a profit or loss under article 85 of the Regulated Activities Order can be calculated.

unrecognised scheme

a collective investment scheme which is neither a recognised scheme nor a scheme that is constituted as an authorised unit trust scheme or an authorised contractual scheme.34

vendor consideration placing

a marketing, by or on behalf of vendors, of securities that have been allotted as consideration for an acquisition.

venture capital trust

a company which is, or which is seeking to become, approved as a venture capital trust under section 842AA of the Income and Corporation Taxes Act 1988.

warrant

the investment, specified in article 79 of the Regulated Activities Order (Instruments giving entitlements to investments), which is in summary: a warrant or other instrument entitling the holder to subscribe for a share, debenture, alternative debenture19 or government and public security.

50sovereign controlled commercial company

an issuer in which a State exercises or controls 30% or more of the votes able to be cast on all or substantially all matters at general meetings of that company.

50sovereign controlling shareholder

(in relation to a company with or applying for a listing of equity shares or certificates representing shares in the category of premium listing (sovereign controlled commercial company)) a State which exercises or controls 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company.

50State

means:

(a)

the sovereign or other head of a State in their public capacity;

(b)

the government of a State;

(c)

a department of a State; or

(d)

an agency or a special purpose vehicle of a State, including an agency or special purpose vehicle of (a), (b) or (c).

PR App 3.1.1EURP

1The following schedules and building blocks and tables of combinations are copied from the PD Regulation:

6[Note: See transitional provisions in Regulation (EU) No 862/2012 and Regulation (EU) No 759/20137]

ANNEX I

Minimum Disclosure Requirements for the Share Registration Document (schedule)

7

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 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 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 covered by the historical financial information, and any subsequent interim financial period, in the same currency as the financial information.

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

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 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;

5.1.4.

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

5.1.5.

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

5.2.

Investments

5.2.1.

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.

6.3.

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

6.4.

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.

6.5.

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

7.

ORGANIZATIONAL 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.

9.

OPERATING AND FINANCIAL REVIEW

9.1.

Financial Condition

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

9.2.

Operating Results

9.2.1.

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

9.2.2.

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

9.2.3.

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

10.

CAPITAL RESOURCES

10.1.

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

10.2.

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

10.3.

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

10.4.

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

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 information set out in items 13.1 and 13.2:

13.1.

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

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

13.2.

A report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated,6 and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer.

6Where financial information relates to the previous financial year and only contains non misleading figures substantially consistent with the final figures to be published in the next annual audited financial statements for the previous financial year, and the explanatory information necessary to assess the figures, a report shall not be required provided that the prospectus includes all of the following statements:

(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information;

(b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements;

(c) this financial information has not been audited.

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 experience for the management of the issuer's business.

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

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

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

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

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

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

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

14.2.

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

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

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

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

15.

REMUNERATION AND BENEFITS

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

15.1.

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

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

15.2.

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

16.

BOARD PRACTICES

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

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

17.2.

Shareholdings and stock options

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

17.3.

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

18.

MAJOR SHAREHOLDERS

18.1.

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

18.2.

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

18.3.

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

18.4.

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

19.

RELATED PARTY TRANSACTIONS

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

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

(a) The nature and extent of any transactions which are - as a single transaction or in their entirety - material to the issuer. Where such related party transactions are not concluded at arm's length provide an explanation of why these transactions were not concluded at arm's 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. If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 36 months, or the entire period for which the issuer has been in operation, whichever is the shorter.3 Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member State national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements.

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

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

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

(a) balance sheet;

(b) income statement;

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

(d) cash flow statement;

(e) accounting policies and explanatory notes.

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

3

20.2.

Pro forma financial information

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

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

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

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

20.3.

Financial statements

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

20.4

Auditing of historical annual financial information

20.4.1.

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

20.4.2.

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

20.4.3.

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

20.5.

Age of latest financial information

20.5.1.

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

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

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

20.6.

Interim and other financial information

20.6.1.

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

20.6.2.

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

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

20.7.

Dividend policy

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

20.7.1.

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

20.8.

Legal and arbitration proceedings

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

20.9.

Significant change in the issuer’s financial or trading position

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

21.

ADDITIONAL INFORMATION

21.1.

Share Capital

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

21.1.1.

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

(a) the number of shares authorised;

(b) the number of shares issued and fully paid and issued but not fully paid;

(c) the par value per share, or that the shares have no par value; and

(d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10% of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.

21.1.2.

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

21.1.3.

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

21.1.4.

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

21.1.5.

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

21.1.6.

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

21.1.7.

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

21.2.

Memorandum and Articles of Association

21.2.1.

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

21.2.2.

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

21.2.3.

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

21.2.4.

A description of what action is necessary to change the rights of holders of the shares, indicating where the conditions are more significant than is required by law.

21.2.5.

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

21.2.6.

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

21.2.7.

An indication of the articles of association, statutes, charter or bylaw provisions, if any, governing the ownership threshold above which shareholder ownership must be disclosed.

21.2.8.

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

22.

MATERIAL CONTRACTS

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

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

23.

THIRD PARTY 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 misleading. In addition, identify the source(s) of the information.

24.

DOCUMENTS ON DISPLAY

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

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

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

(c) the historical financial information of the issuer or, in the case of a group, the historical financial information 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.

ANNEX II

Pro forma financial information building block

1.

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

(a) the purpose to which it has been prepared;

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

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

2.

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.

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.

ANNEX III

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

2.

RISK FACTORS

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

3.

ESSENTIAL6 INFORMATION

6

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

Capitalization and indebtedness

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

3.3

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

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

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.

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 certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records.

4.4

Currency of the securities issue.

4.5

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 securities 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 sellout 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 with holding 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, 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 revocation 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 treatment of subscription rights not exercised.

5.2

Plan of distribution and allotment

5.2.1.

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

5.2.2.

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

5.2.3.

Pre-allotment Disclosure:

(a)

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 claw-back may be used, the maximum size of such claw back and any applicable 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 certain affinity groups (including friends and family programmes) in the allotment, the percentage of the offer reserved for such preferential treatment and the criteria for inclusion in such classes or groups.

(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;

(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 notification 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 established and/or liquid market for the securities, indicate the method for determining the offer price, including a statement as to who has set the criteria or is formally responsible for the determination. Indication of the amount of any expenses and taxes specifically charged to the subscriber or purchaser.

5.3.2.

Process for the disclosure of the offer price.

5.3.3.

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

5.3.4

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

5.4.

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 extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place.

5.4.2

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

5.4.3.

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

5.4.4.

When the underwriting agreement has been or will be reached.

6.

ADMISSION TO TRADING AND DEALING ARRANGEMENTS

6.1

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

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

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.

6.4

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

6.5

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

6.5.1.

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

6.5.2.

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

6.5.3.

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

6.5.4.

The fact that stabilization 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.

10.3.

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

10.4.

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

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 100 0004)

4

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 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 financial 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 covered by the historical financial information, and any subsequent interim financial period, in the same currency as the financial information.

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

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;

5.1.2.

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

5.1.3.

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

5.1.4.

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

5.1.5.

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

5.2.

Investments

5.2.1.

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

5.2.2.

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

5.2.3.

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

6.

BUSINESS OVERVIEW

6.1.

Principal activities:

6.1.1.

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

6.1.2.

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

6.2.

Principal markets

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

6.3.

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

7.

ORGANISATIONAL STRUCTURE

7.1.

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

9.2.

A report prepared by independent accountants or auditors must be included stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated,6 and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer.

6Where financial information relates to the previous financial year and only contains non misleading figures substantially consistent with the final figures to be published in the next annual audited financial statements for the previous financial year, and the explanatory information necessary to assess the figures, a report shall not be required provided that the prospectus includes all of the following statements:

(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information;

(b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements;

(c) this financial information has not been audited.

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. If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is the shorter.3 Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member States national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements.

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

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

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

(a) balance sheet;

(b) income statement;

(c) cash flow statement; and

(d) accounting policies and explanatory notes.

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

3

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 un-audited.

13.4.

Age of latest financial information

13.4.1.

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

13.5.

Interim and other financial information

13.5.1.

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

13.5.2.

If the registration document is dated more than nine months after the end of the last audited financial year, it must contain interim financial information, covering at least the first six months of the financial year. If the interim financial information is un-audited state that fact. The interim financial information must include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the years end balance sheet.

13.6.

Legal and arbitration proceedings

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

13.7.

Significant change in the issuer’s financial or trading position

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

14.

ADDITIONAL INFORMATION

14.1.

Share Capital

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 misleading. In addition, the issuer shall identify the source(s) of the information.

17.

DOCUMENTS ON DISPLAY

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

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

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

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

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

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 100 0004)

4

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 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 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.

ESSENTIAL6 INFORMATION

6

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 certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records.

4.4

Currency of the securities issue.

4.5

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

4.6

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

4.7

4The 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, a statement setting out the type of underlying and a description of the underlying on which it is based and of the method used to relate the underlying and the rate and an indication where information about the past and the further performance of the underlying and its volatility can be obtained.

- a description of any market disruption or settlement disruption events that affect the underlying,

- adjustment rules with relation to events concerning the underlying,

- name of the calculation agent.

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

4

4.8

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

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 securities 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 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.

5.1.2

Total amount of the issue/offer; if the amount is not fixed, description of the arrangements and time for announcing to the public the definitive amount of the offer.

5.1.3

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

5.1.4

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

5.1.5

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

5.1.6

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

5.1.7

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

5.1.8

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

5.2

Plan of distribution and allotment

5.2.1

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

5.2.2

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

5.3

Pricing

5.3.1

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

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 extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place.

5.4.2

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

5.4.3

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

5.4.4

When the underwriting agreement has been or will be reached.

6

ADMISSION TO TRADING AND DEALING ARRANGEMENTS

6.1

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, providing liquidity through bid and offer rates and description of the main terms of their commitment.

7.

ADDITIONAL INFORMATION

7.1

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

7.2

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

7.3

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

7.4

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

7.5

Credit ratings assigned to an issuer or its debt securities at the request or with the cooperation 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.

ANNEX VI

Minimum Disclosure Requirements for Guarantees

(Additional building block)

1.

NATURE OF THE GUARANTEE

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

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

2.

SCOPE OF THE GUARANTEE

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

3

INFORMATION TO BE DISCLOSED ABOUT THE GUARANTOR

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

4

DOCUMENTS ON DISPLAY

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

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

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 registered 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 ownership or control between those parties.

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 provided in the registration document.

8.2

Historical Financial Information

Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been made up, the registration document must contain audited historical financial information covering the latest 2 financial years (or shorter period that the issuer has been in operation) and the audit report in respect of each year. If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is the shorter.3 Such financial information must be prepared according to Regulation (EC) No 1606/2002 , or if not applicable to a Member State's national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements.

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

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

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

(a) the balance sheet;

(b) the income statement;

(c) the accounting policies and explanatory notes.

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

3

8.2 bis

This paragraph may be used only for issues of asset-backed securities having a denomination per unit of at least EUR 100 0004.

Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been made up, the registration document must contain audited historical financial information covering the latest 2 financial years (or shorter period that the issuer has been in operation) and the audit report in respect of each year. If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is the shorter.3 Such financial information must be prepared according to Regulation (EC) No 1606/2002 or, if not applicable, to a Member State's national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. Otherwise, the following information must be included in the registration document:

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

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

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

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

(a) the balance sheet;

(b) the income statement;

(c) the accounting policies and explanatory notes.

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

Otherwise, the following information must be included in the Registration Document:

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

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

43

8.3

Legal and arbitration proceedings

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

8.4

Material adverse change in the issuer’s financial position

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

9.

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

9.1

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

10.

DOCUMENTS ON DISPLAY

10.1

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

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

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

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

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

ANNEX 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 confirmation that the information relating to the undertaking/obligor has been accurately reproduced from information published by the undertaking/obligor. So far as the issuer is aware and is able to ascertain from information published by the undertaking/obligor no facts have been omitted which would render the reproduced information misleading.

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

2

THE UNDERLYING ASSETS

2.1

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

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 criteria 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 derivative securities with an individual denomination of at least EUR 100 0004;

(b) 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.

4

2.2.12

If a relationship exists that is material to the issue, between the issuer, guarantor and obligor, details of the principal 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 indicate 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 information is published, an indication of daily trading volumes, information as to the standing of the market in the country and the name of the market’s regulatory authority;

(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 schedule 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, sufficiency 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 description 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.

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 necessary, 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 shortfall 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

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;

3.7

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 indicated that it intends to report such information, specify in the prospectus what information will be reported, where such information can be obtained, and the frequency with which such information will be reported.

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 100 0004)

4

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 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 financial 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 incorporation, 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.

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 explanation 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 statement to that effect.

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 2 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is the shorter.3 Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member State’s national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. Otherwise, the following information must be included in the registration document:

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

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

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

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

(a) the balance sheet;

(b) the income statement;

(c) the accounting policies and explanatory notes.

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

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

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

3

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 profitability, or provide an appropriate negative statement.

11.6.

Significant change in the issuer’s financial or trading position

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

12.

MATERIAL CONTRACTS

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

13.

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 misleading; in addition, identify the source(s) of the information.

14.

DOCUMENTS ON DISPLAY

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

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

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

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

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

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.

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.

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

2.

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 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 covered by the historical financial information, and any subsequent interim financial period, in the same currency as the financial information.

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

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 information is satisfied by presenting the year end balance sheet information.

4.

RISK FACTORS

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

5.

INFORMATION ABOUT THE ISSUER

5.1.

History and Development of the Issuer.

5.1.1.

the legal and commercial name of the issuer;

5.1.2.

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

5.1.3.

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

5.1.4.

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

5.1.5.

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

5.2.

Investments

5.2.1.

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, stating 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 financial information.

6.3.

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

6.4.

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

6.5.

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

7.

ORGANIZATIONAL 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.

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 information to the extent necessary for an understanding of the issuer’s business as a whole.

9.2.

Operating Results

9.2.1.

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

9.2.2.

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

9.2.3.

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

10.

CAPITAL RESOURCES

10.1.

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

10.2.

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

10.3.

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

10.4.

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

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:

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 accountants or auditors the forecast or estimate has been properly compiled on the basis stated,6 and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer.

6Where financial information relates to the previous financial year and only contains non misleading figures substantially consistent with the final figures to be published in the next annual audited financial statements for the previous financial year, and the explanatory information necessary to assess the figures, a report shall not be required provided that the prospectus includes all of the following statements:

(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information;

(b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements;

(c) this financial information has not been audited.

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 experience for the management of the issuer's business.

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

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

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

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

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

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

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

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 sub-paragraph 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 sub-paragraph of item 14.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management.

15.

REMUNERATION AND BENEFITS

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

15.1.

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

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

15.2.

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

16.

BOARD PRACTICES

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

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

17.2.

Shareholdings and stock options

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

17.3.

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

18.

MAJOR SHAREHOLDERS

18.1.

In so far as is known to the issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest 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 according to Regulation (EC) No 1606/2002), that the issuer has entered into during the period covered by the historical financial information and up to the date of the prospectus must be disclosed in accordance with the respective standard adopted according to Regulation (EC) No 1606/2002 if applicable.

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

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

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

20.

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

20.1.

Historical Financial Information

Audited historical financial information covering the latest 3 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 36 months, or the entire period for which the issuer has been in operation, whichever is the shorter.3 Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member State's national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements.

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

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

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

(a) the balance sheet;

(b) the income statement;

(c) 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.

3

20.1.bis

This paragraph may be used only for issues of depository receipts having a denomination per unit of at least EUR 100 0004.

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. If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 36 months, or the entire period for which the issuer has been in operation, whichever is the shorter.3 Such financial information must be prepared according to Regulation (EC) No 1606/2002 , or if not applicable to a Member State's national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. Otherwise, the following information must be included in the prospectus:

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

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

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

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

(a) the balance sheet;

(b) the income statement;

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

(d) the cash flow statement;

(e) the accounting policies and explanatory notes.

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

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

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

43

20.2.

Financial statements

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

20.3.

Auditing of historical annual financial information

20.3.1.

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

20.3.2.

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

20.3.3.

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

20.4.

Age of latest financial information

20.4.1.

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

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

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

20.5.

Interim and other financial information

20.5.1.

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

20.5.2.

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

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

20.6.

Dividend policy

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

20.6.1.

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

20.7.

Legal and arbitration proceedings

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

20.8.

Significant change in the issuer’s financial or trading position

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

21.

ADDITIONAL INFORMATION

21.1.

Share Capital

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

21.1.1.

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

(a) the number of shares authorised;

(b) the number of shares issued and fully paid and issued but not fully paid;

(c) the par value per share, or that the shares have no par value;

(d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10% of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.

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 subsidiaries of the issuer.

21.1.4.

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

21.1.5.

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

21.1.6.

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

21.1.7.

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

21.2.

Memorandum and Articles of Association

21.2.1.

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

21.2.2.

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

21.2.3.

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

21.2.4.

A description of what action is necessary to change the rights of holders of the shares, indicating where the conditions are more significant than is required by law.

21.2.5.

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

21.2.6.

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

21.2.7.

An indication of the articles of association, statutes, charter or bylaws 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 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

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

23.2

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

24.

DOCUMENTS ON DISPLAY

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

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

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

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

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

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 Identification 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.

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.

27.9.

If new underlying shares are being created for the issue of the depository receipts, state the resolutions, authorisations and approvals by virtue of which the new underlying shares have been or will be created and/or issued.

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 during the last financial year and the current financial year. The price or exchange terms attaching to such offers and the outcome thereof must be stated.

27.14.

Lock up agreements:

the parties involved;

content and exceptions of the agreement;

indication of the period of the lock up.

27.15.

Information about selling shareholders if any

27.15.1

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

27.16.

Dilution

27.16.1

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.

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.

Describe the rights attaching to the depository receipts, including any limitations of these attached to the depository receipts and the procedure if any for the exercise of these rights.

28.6.

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.

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 revocation 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 treatment of subscription rights not exercised.

29.2.

Plan of distribution and allotment

29.2.1.

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

29.2.2.

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

29.2.3.

Pre-allotment Disclosure:

29.2.3.1.

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

29.2.3.2.

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

29.2.3.3.

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

29.2.3.4.

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

29.2.3.5.

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

29.2.3.6.

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

29.2.3.7.

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

29.2.3.8.

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

29.2.3.9.

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

29.2.4.

Over-allotment and 'green shoe':

29.2.4.1.

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

29.2.4.2.

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

29.2.4.3.

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

29.3.

Pricing

29.3.1.

An indication of the price at which the securities will be offered. When the price is not known or when there is not an established and/or liquid market for the securities, indicate the method for determination of the offer price, including who has set the criteria or is formally responsible for its determination. Indication of the amount of any expenses and taxes specifically charged to the subscriber or purchaser.

29.3.2.

Process for the disclosure of the offer price.

29.3.3

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

29.4.

Placing and Underwriting

29.4.1.

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

29.4.2.

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

29.4.3.

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

29.4.4.

When the underwriting agreement has been or will be reached.

30.

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

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 proposed 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.

ESSENTIAL6 INFORMATION ABOUT THE ISSUE OF THE DEPOSITORY RECEIPTS

6

31.1.

Reasons for the offer and use of proceeds

31.1.1.

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

31.2.

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

31.2.1.

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

31.3.

Risk factors

31.3.1.

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.

ANNEX XI

Minimum Disclosure Requirements for the Banks 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 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 financial 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 incorporation, 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.

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 explanation 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 information 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 accountants or auditors the forecast or estimate has been properly compiled on the basis stated,6 and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer.

6Where financial information relates to the previous financial year and only contains non misleading figures substantially consistent with the final figures to be published in the next annual audited financial statements for the previous financial year, and the explanatory information necessary to assess the figures, a report shall not be required provided that the prospectus includes all of the following statements:

(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information;

(b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements;

(c) this financial information has not been audited.

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.

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 2 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is the shorter.3 Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member State national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements.

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

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

(a) the balance sheet;

(b) the income statement;

(c) in the case of an admission of securities to trading on a regulated market only, a cash flow statement;

(d) the accounting policies and explanatory notes.

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

3

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.

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 information has been reviewed or audited the audit or review report must also be included. If the quarterly or half yearly financial information is unaudited or has not been reviewed state that fact.

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 financial information is unaudited 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 profitability, or provide an appropriate negative statement.

11.7.

Significant change in the issuer’s financial position

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

12.

MATERIAL CONTRACTS

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

13

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

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.

14.

DOCUMENTS ON DISPLAY

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

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

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

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

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

ANNEX XII

Minimum Disclosure Requirements for the Securities Note for derivative securities (schedule)

1

PERSONS RESPONSIBLE

1.1.

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.

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

2

RISK FACTORS

Prominent disclosure of risk factors that are material to the securities being offered and/or admitted to trading in order to assess the market risk associated with these securities in a section headed “risk factors”. This must include a risk warning to the effect that investors may lose the value of their entire investment or part of it, as the case may be, and/or, if the investor’s liability is not limited to the value of his investment, a statement of that fact, together with a description of the circumstances in which such additional liability arises and the likely financial effect.

3

ESSENTIAL6 INFORMATION

6

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 100 0004 or can only be acquired for at least EUR 100 0004 per security.

44

4.1.3

Legislation under which the securities have been created.

4.1.4

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

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 exercise 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 securities 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 volatility can be obtained

- where the underlying is a security:

• the name of the issuer of the security

• the ISIN (International Security Identification Number) or other such security identification code

- where the underlying is an index:6

• the name of the index.6

• a description of the index if it is composed by the issuer or by any legal entity belonging to the same group.6

• a description of the index provided by a legal entity or a natural person acting in association with, or on behalf of, the issuer, unless the prospectus contains the following statements:6

- the complete set of rules of the index and information on the performance of the index are freely accessible on the issuer’s or on the index provider’s website;6

and 6

- the governing rules (including methodology of the index for the selection and the re-balancing of the components of the index, description of market disruption events and adjustment rules) are based on predetermined and objective criteria.6

If the index is not composed by the issuer, where information about the index can be obtained.6• a description of the index provided by a legal entity or a natural person acting in association with, or on behalf of, the issuer, unless the prospectus contains the following statements:

- 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

6

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 announcing 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 simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.

5.2.2

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

5.3.

Pricing

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.

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 extent 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 without 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

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

6.2

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

6.3

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

7.

ADDITIONAL INFORMATION

7.1.

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

7.2.

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

7.3.

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

7.4.

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

7.5.

An indication in the prospectus whether or not the issuer intends to provide post issuance information. Where the issuer has indicated that it intends to report such information, the issuer shall specify in the prospectus what information will be reported and where such information can be obtained.

ANNEX XIII

Minimum Disclosure Requirements for the Securities Note for debt securities with a denomination per unit of at least EUR 100 0004

(Schedule)

4

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

2

RISK FACTORS

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

3.

ESSENTIAL6 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.

6

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 exercise 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, a statement setting out the type of underlying and a description of the underlying on which it is based and of the method used to relate the underlying and the rate:

- 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.4

4

4.9

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

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 summary of the report.

7.3

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

7.4

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

ANNEX XIV

Additional information building block on the underlying share7

7

1.

Description of the underlying share

1.1

Describe the type and the class of the shares

1.2

Legislation under which the shares have been or will be created

1.3

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

1.4

Indication of the currency of the shares issue

1.5

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

– Dividend rights:

– Fixed date(s) on which the entitlement arises,

– Time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates,

– Dividend restrictions and procedures for non resident holders,

– Rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments.

– Voting rights.

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

– Right to share in the issuer’s profits.

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

– Redemption provisions

– Conversion provisions

1.6

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

1.7

Where and when the shares will be or have been admitted to trading

1.8

Description of any restrictions on the free transferability of the shares

1.9

Indication of the existence of any mandatory takeover bids/or squeeze-out and sell-out rules in relation to the shares

1.10

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

1.11

Impact on the issuer of the underlying share of the exercise of the right and potential dilution effect for the shareholders

2.

When the issuer of the underlying is an entity belonging to the same group, the information to provide on this issuer is the one required by the share Registration Document schedule.

ANNEX XV

Minimum disclosure requirements for the registration document for securities issued by collective investment undertakings of the closed-end type (schedule)

In addition to the information required in this schedule, the collective investment undertaking must provide the following information as required under paragraphs and items 1, 2, 3, 4, 5.1, 7, 9.1, 9.2.1, 9.2.3, 10.4, 13, 14, 15, 16, 17.2, 18, 19, 20, 21, 22, 23, 24, 25 in annex I (minimum disclosure requirements for the share Registration Document schedule).

1.0

Investment Objective and Policy

1.1.

A detailed description of the investment objective and policy which the collective investment undertaking will pursue and a description of how that investment objective and policy may be varied including any circumstances in which such variation requires the approval of investors. A description of any techniques and instruments that may be used in the management of the collective investment undertaking.

1.2

The borrowing and/or leverage limits of the collective investment undertaking. If there are no such limits, include a statement to that effect.

1.3

The regulatory status of the collective investment undertaking together with the name of any regulator in its country of incorporation.

1.4

The profile of a typical investor for whom the collective investment undertaking is designed.

2.

Investment Restrictions

2.1

A statement of the investment restrictions which apply to the collective investment undertaking, if any, and an indication of how the holders of securities will be informed of the actions that the investment manager will take in the event of a breach.

2.2

Where more than 20% of the gross assets of any collective investment undertaking (except where items 2.3 or 2.5 apply) may be:

(a) invested in, either directly or indirectly, or lent to any single underlying issuer (including the underlying issuer’s subsidiaries or affiliates); or

(b) invested in one or more collective investment undertakings which may invest in excess of 20% of its gross assets in other collective investment undertakings (open-end and/or closed-end type); or

(c) exposed to the creditworthiness or solvency of any one counterparty (including its subsidiaries or affiliates);

the following information must be disclosed:

(i) information relating to each underlying issuer/collective investment undertaking/counterparty as if it were an issuer for the purposes of the minimum disclosure requirements for the share Registration Document schedule (in the case of (a)) or minimum disclosure requirements for the registration document schedule for securities issued by collective investment undertaking of the closed-end type (in the case of (b)) or the minimum disclosure requirements for the debt and derivative securities with an individual denomination per unit of at least EUR 100 0004 Registration Document schedule (in the case of (c)); or

(ii) 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.

4

2.3

Where a collective investment undertaking may invest in excess of 20% of its gross assets in other collective investment undertakings (open ended and/or closed ended), a description of if and how risk is spread in relation to those investments. In addition, item 2.2 shall apply, in aggregate, to its underlying investments as if those investments had been made directly.

2.4.

With reference to point (c) of item 2.2 , if collateral is advanced to cover that portion of the exposure to any one counterparty in excess of 20% of the gross assets of the collective investment undertaking, details of such collateral arrangements.

2.5

Where a collective investment undertaking may invest in excess of 40% of its gross assets in another collective investment undertaking either of the following must be disclosed:

(a) information relating to each underlying collective investment undertaking as if it were an issuer under minimum disclosure requirements for the registration document schedule for securities issued by collective investment undertaking of the closed-end type;

(b) if securities issued by an underlying collective investment undertaking have already been admitted to trading on a regulated or equivalent market or the obligations are guaranteed by an entity admitted to trading on a regulated or equivalent market, the name, address, country of incorporation, nature of business and name of the market in which its securities are admitted.

2.6

Physical Commodities

Where a collective investment undertaking invests directly in physical commodities a disclosure of that fact and the percentage that will be so invested.

2.7.

Property Collective investment undertakings.

Where a collective investment undertaking is a property collective investment undertaking, disclosure of that fact, the percentage of the portfolio that is to be invested in the property, as well as a description of the property and any material costs relating to the acquisition and holding of such property. In addition, a valuation report relating to the properties must be included.

Disclosure of item 4.1. applies to:

(a) the valuation entity;

(b) any other entity responsible for the administration of the property.

2.8

Derivatives Financial instruments/Money Market Instruments/Currencies

Where a collective investment undertaking invests in derivatives financial instruments, money market instruments or currencies other than for the purposes of efficient portfolio management (i.e. solely for the purpose of reducing, transferring or eliminating investment risk in the underlying investments of a collective investment undertaking, including any technique or instrument used to provide protection against exchange and credit risks), a statement whether those investments are used for hedging or for investment purposes, and a description of if and how risk is spread in relation to those investments.

2.9.

Item 2.2 does not apply to investment in securities issued or guaranteed by a government, government agency or instrumentality of any Member State, its regional or local authorities, or OECD Member State.

2.10.

Point (a) of item 2.2 does not apply to a collective investment undertaking whose investment objective is to track, without material modification, that of a broadly based and recognised published index.6 A statement setting out details of where information about the index can be obtained shall be included6.

3

The applicant’s service providers

3.1.

The actual or estimated maximum amount of all material fees payable directly or indirectly by the collective investment undertaking for any services under arrangements entered into on or prior to the date of the registration document and a description of how these fees are calculated.

3.2.

A description of any fee payable directly or indirectly by the collective investment undertaking which cannot be quantified under item 3.1 and which is or may be material.

3.3.

If any service provider to the collective investment undertaking is in receipt of any benefits from third parties (other than the collective investment undertaking) by virtue of providing any services to the collective investment undertaking, and those benefits may not accrue to the collective investment undertaking, a statement of that fact, the name of that third party, if available, and a description of the nature of the benefits.

3.4.

The name of the service provider which is responsible for the determination and calculation of the net asset value of the collective investment undertaking.

3.5.

A description of any material potential conflicts of interest which any of the service providers to the collective investment undertaking may have as between their duty to the collective investment undertaking and duties owed by them to third parties and their other interests. A description of any arrangements which are in place to address such potential conflicts.

4.

Investment Manager/ Advisers

4.1.

In respect of any Investment Manager such information as is required to be disclosed under items 5.1.1 to 5.1.4 and, if material, under item 5.1.5 of Annex I together with a description of its regulatory status and experience.

4.2.

In respect of any entity providing investment advice in relation to the assets of the collective investment undertaking, the name and a brief description of such entity.

5.

Custody

5.1.

A full description of how the assets of the collective investment undertaking will be held and by whom and any fiduciary or similar relationship between the collective investment undertaking and any third party in relation to custody:

Where a custodian, trustee, or other fiduciary is appointed

(a) such information as is required to be disclosed under items 5.1.1 to 5.1.4 and, if material, under item 5.1.5 of Annex I;

(b) a description of the obligations of such party under the custody or similar agreement;

(c) any delegated custody arrangements;

(d) the regulatory status of such party and delegates.

5.2.

Where any entity other than those entities mentioned in item 5.1, holds any assets of the collective investment undertaking, a description of how these assets are held together with a description of any additional risks.

6.

Valuation

6.1.

A description of how often, and the valuation principles and the method by which, the net asset value of the collective investment undertaking will be determined, distinguishing between categories of investments and a statement of how such net asset value will be communicated to investors.

6.2.

Details of all circumstances in which valuations may be suspended and a statement of how such suspension will be communicated or made available to investors.

7

Cross Liabilities

7.1.

In the case of an umbrella collective investment undertaking, a statement of any cross liability that may occur between classes or investments in other collective investment undertakings and any action taken to limit such liability.

8.

Financial Information

8.1.

Where, since the date of incorporation or establishment, a collective investment undertaking has not commenced operations and no financial statements have been made up as at the date of the registration document, a statement to that effect.

Where a collective investment undertaking has commenced operations, the provisions of item 20 of Annex I on the Minimum Disclosure Requirements for the share Registration Document apply.

8.2.

A comprehensive and meaningful analysis of the collective investment undertaking’s portfolio (if un-audited, clearly marked as such).

8.3.

An indication of the most recent net asset value per security must be included in the securities note schedule (and, if un-audited, clearly marked as such).

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

2

RISK FACTORS

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

3.

INFORMATION ABOUT THE ISSUER

3.1.

the legal name of the issuer and a brief description of the issuer’s position within the national governmental framework

3.2.

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 noting debt with a residual maturity of less than one year) and debt payment record, and of the parts of debt denominated in the domestic currency of the issuer and in foreign currencies,

(c) foreign trade and balance of payment figures,

(d) foreign exchange reserves including any potential encumbrances to such foreign exchange reserves as forward contracts or derivatives,

(e) financial position and resources including liquid deposits available in domestic currency,

(f) income and expenditure figures,

Description of any auditing or independent review procedures on the accounts of the issuer.

5.

SIGNIFICANT CHANGE

5.1.

Details of any significant changes to the information provided pursuant to item 4 which have occurred since the end of the last fiscal year, or an appropriate negative statement.

6.

LEGAL AND ARBITRATION PROCEEDINGS

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

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 consent of that person, who has authorised the contents of that part of the registration document.

To the extent known to the issuer, provide information in respect of any interest relating to such expert which may have an effect on the independence of the expert in the preparation of the report.

8.

DOCUMENTS ON DISPLAY

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

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

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

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

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

2.

RISK FACTORS

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

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 published audited annual financial statement, or an appropriate negative statement.

5.

LEGAL AND ARBITRATION PROCEEDINGS

5.1

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

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 consent of that person.

To the extent known to the issuer, provide information in respect of any conflict of interests relating to such expert which may have an effect on the independence of the expert in the preparation of the report.

7.

DOCUMENTS ON DISPLAY

A statement that for the life of the Registration Document the following documents (or copies thereof), where applicable, will be made available on request:

(a) annual and audit reports of the issuer for each of the last two financial years prepared in accordance with the accounting and auditing principles adopted by the issuer;

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

(c) the issuer’s constituent document.

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

ANNEX XVIII

Table of combinations

[Note: The applicable table of combinations can be found in the Commission Delegated Regulation (EU) No 759/2013 of 30 April 2013 amending Regulation (EC) No 809/2004 as regards the disclosure requirements for convertible and exchangeable debt securities. Regulation 759/2013 can be accessed at: http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=OJ:L:2013:213:0001:0009:EN:PDF.]7

5ANNEX 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.

ANNEX XX

4List of securities note schedules and building block(s)

ANNEX V

INSTRUCTIONS

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 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.

Category A

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.

Category A

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’.

Category A

3.

ESSENTIAL INFORMATION6

6

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.

Category C

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.

Category C

4.

INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING

4.1.

(i) A description of the type and the class of the securities being offered and/or admitted to trading,

(ii) the ISIN (International Security Identification Number) or other such security identification code.

Category B

Category C

4.2.

Legislation under which the securities have been created

Category A

4.3.

(i) An indication of whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form.

(ii) In the latter case, name and address of the entity in charge of keeping the records.

Category A

Category C

4.4.

Currency of the securities issue

Category C

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.

Category A

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.

Category B

4.7.

(i) Nominal interest rate

Category C

(ii) Provisions relating to interest payable

Category B

(iii) The date from which interest becomes payable

Category C

(iv) The due dates for interest

Category C

(v) The time limit on the validity of claims to interest and repayment of principal

Category B

Where the rate is not fixed,

(vi) statement setting out the type of underlying

Category A

(vii) description of the underlying on which it is based

Category C

(viii) and of the method used to relate the two

Category B

(ix) an indication where information about the past and the further performance of the underlying and its volatility can be obtained

Category C

(x) Description of any market disruption or settlement disruption events that affect the underlying

Category B

(xi) Adjustment rules with relation to events concerning the underlying

Category B

(xii) Name of the calculation agent

Category C

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

Category B

4.8.

(i) maturity date

(ii) 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

Category C

Category B

4.9.

(i) An indication of yield

Category C

(ii) Describe the method whereby that yield is calculated in summary form.

Category B

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.

Category B

4.11.

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

Category C

4.12.

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

Category C

4.13.

A description of any restrictions on the free transferability

Category A

4.14.

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

• information on taxes on the income from the securities withheld at source

• indication as to whether the issuer assumes responsibility for the withholding of taxes at source

Category A

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

Category C

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.

Category C

5.1.3.

(i) The time period, including any possible amendments, during which the offer will be open

(ii) description of the application process.

Category C

Category C

5.1.4.

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

Category C

5.1.5.

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

Category C

5.1.6.

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

Category C

5.1.7.

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

Category C

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

Category C

5.2.

Plan of distribution and allotment

5.2.1.

(i) The various categories of potential investors to which the securities are offered

Category A

(ii) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.

Category C

5.2.2.

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

Category C

5.3.

Pricing

5.3.1.

(i) An indication of the expected price at which the securities will be offered or

Category C

(ii) the method of determining the price and the process for its disclosure

Category B

(iii) Indicate the amount of any expenses and taxes specifically charged to the subscriber or purchaser.

Category C

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.

Category C

5.4.2.

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

Category C

5.4.3.

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

Category C

5.4.4.

When the underwriting agreement has been or will be reached.

Category C

6.

ADMISSION TO TRADING AND DEALING ARRANGEMENTS

6.1.

(i) 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.

Category B

(ii) If known, give the earliest dates on which the securities will be admitted to trading

Category C

6.2.

All 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

Category C

6.3.

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

Category C

7.

ADDITIONAL INFORMATION

7.1.

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

Category C

7.2.

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

Category A

7.3.

Where a statement or report attributed to a person as an expert is included in the Securities Note, provide such persons’ name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuer’s request a statement to 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.

Category A

7.4.

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

Category C

7.5.

(i) Credit ratings assigned to an issuer at the request or with the co-operation of the issuer in the rating process and brief explanation of the meaning of the rating if this has previously been published by the rating provider

Category A

(ii) Credit ratings assigned to securities at the request or with the co-operation of the issuer in the rating process and brief explanation of the meaning of the rating if this has previously been published by the rating provider

Category C

ANNEX XII

INSTRUCTIONS

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 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.

Category A

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

Category A

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’. 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

Category A

3.

ESSENTIAL INFORMATION6

6

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

Category C

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.

Category C

4.

INFORMATION CONCERNING THE SECURITIES TO BE OFFERED AND ADMITTED TO TRADING

4.1.

Information concerning the securities

4.1.1.

(i) A description of the type and the class of the securities being offered and/or admitted to trading,

Category B

(ii) the ISIN (International Security Identification Number) or other such security identification code.

Category C

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 100 000 or can only be acquired for at least EUR 100 000 per security.

Category B

4.1.3.

Legislation under which the securities have been created.

Category A

4.1.4.

(i) An indication of whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form.

(ii) In the latter case, name and address of the entity in charge of keeping the records.

Category A

Category C

4.1.5.

Currency of the securities issue

Category C

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.

Category A

4.1.7.

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

Category B

4.1.8.

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

Category C

4.1.9.

The issue date of the securities

Category C

4.1.10

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

Category A

4.1.11

(i) The expiration date of the derivative securities

(ii) The exercise date or final reference date

Category C

Category C

4.1.12.

A description of the settlement procedure of the derivative securities

Category B

4.1.13.

(i) A description of how any return on derivative securities takes place [see footnote in Regulation (EU) No. 486/2012]6

(ii) the payment or delivery date

(iii) the way it is calculated

66

Category B

Category C

Category B

4.1.14

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

• information on taxes on the income from the securities withheld at source

• indication as to whether the issuer assumes responsibility for the withholding of taxes at source

Category A

4.2.

Information concerning the underlying

4.2.1.

The exercise price or the final reference price of the underlying

Category C

4.2.2

A statement setting out the type of the underlying

Category A

an indication where information about the past and the further performance of the underlying and its volatility can be obtained

Category C

(i) where the underlying is a security

• the name of the issuer of the security

Category C

• the ISIN (international security identification number) or other such security identification code

Category C

(ii) where the underlying is an index:6

• the name of the index.6

Category C

• a description of the index if it is composed by the issuer or by any legal entity belonging to the same group6.

Category A

6• a description of the index provided by a legal entity or a natural person acting in association with, or on behalf of, the issuer, unless the prospectus contains the following statements:

- the complete set of rules of the index and information on the performance of the index are freely accessible on the issuer’s or on the index provider’s website;

and

- the governing rules (including methodology of the index for the selection and the re-balancing of the components of the index, description of market disruption events and adjustment rules) are based on predetermined and objective criteria.

Category A

• if6 the index is not composed by the issuer, an indication of where to obtain information about the index.6

66

Category C

(iii) where the underlying is an interest rate

• a description of the interest rate

Category C

(iv) others

• Where the underlying does not fall within the categories specified above the securities note shall contain equivalent information.

Category C

(v) where the underlying is a basket of underlyings

• disclosure of the relevant weightings of each underlying in the basket

Category C

4.2.3.

A description of any market disruption or settlement disruption events that affect the underlying

Category B

4.2.4.

Adjustment rules with relation to events concerning the underlying.

Category B

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

Category C

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.

Category C

5.1.3.

(i) The time period, including any possible amendments, during which the offer will be open

(ii) description of the application process.

Category C

Category C

5.1.4.

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

Category C

5.1.5.

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

Category C

5.1.6.

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

Category C

5.2.

Plan of distribution and allotment

5.2.1.

(i) The various categories of potential investors to which the securities are offered

(ii) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.

Category A

Category C

5.2.2.

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

Category C

5.3.

Pricing

5.3.1.

(i) An indication of the expected price at which the securities will be offered or

Category C

(ii) the method of determining the price and the process for its disclosure

Category B

(iii) indicate the amount of any expenses and taxes specifically charged to the subscriber or purchaser9.

Category C

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.

Category C

5.4.2.

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

Category C

5.4.3.

Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under ‘best efforts’ arrangements. Where not all of the issue is underwritten, a statement of the portion not covered

Category C

5.4.4.

When the underwriting agreement has been or will be reached.

Category C

5.4.5.

Name and address of a calculation agent.

Category C

6.

ADMISSION TO TRADING AND DEALING ARRANGEMENTS

6.1.

(i) An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in question. This circumstance shall be mentioned, without creating the impression that the admission to trading necessarily will be approved.

Category B

(ii) If known, give the earliest dates on which the securities will be admitted to trading

Category C

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

Category C

6.3.

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

Category C

7.

ADDITIONAL INFORMATION

7.1.

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

Category C

7.2.

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

Category A

7.3.

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

Category A

7.4.

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

Category C

7.5.

An indication in the prospectus whether or not the issuer intends to provide post-issuance information. Where the issuer has indicated that it intends to report such information, the issuer shall specify in the prospectus what information will be reported and where such information can be obtained.

Category C

ANNEX XIII

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 administrative, management or supervisory bodies indicate the name and function of the person; in case of legal persons indicate the name and registered office.

Category A

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.

Category A

2.

RISK FACTORS

Prominent disclosure of risk factors that are material to the securities admitted to trading in order to assess the market risk associated with these securities in a section headed ‘Risk factors’.

Category A

3.

ESSENTIAL INFORMATION6

6

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.

Category C

4.

INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING

4.1.

Total amount of securities being admitted to trading.

Category C

4.2.

(i) A description of the type and the class of the securities being offered and/or admitted to trading,

Category B

(ii) the ISIN (International Security Identification Number) or other such security identification code.

Category C

4.3.

Legislation under which the securities have been created

Category A

4.4.

(i) An indication of whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form.

(ii) In the latter case, name and address of the entity in charge of keeping the records.

Category A

Category C

4.5.

Currency of the securities issue

Category C

4.6.

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.

Category A

4.7.

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

Category B

4.8.

(i) Nominal interest rate

Category C

(ii) Provisions relating to interest payable

Category B

(iii) The date from which interest becomes payable

Category C

(iv) The due dates for interest

Category C

(v) The time limit on the validity of claims to interest and repayment of principal

Category B

Where the rate is not fixed

(vi) Statement setting out the type of the underlying

Category A

(vii) description of the underlying on which it is based

Category C

(viii) and of the method used to relate the two

Category B

(ix) Description of any market disruption or settlement disruption events that affect the underlying

Category B

(x) Adjustment rules with relation to events concerning the underlying

Category B

(xi) Name of the calculation agent

Category C

4.9.

(i) maturity date

(ii) 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

Category C

Category B

4.10.

(i) An indication of yield

Category C

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 the public may have access to the contracts relating to these forms of representation.

Category B

4.12.

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

Category C

4.13.

The issue date of the securities

Category C

4.14.

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

Category A

5.

ADMISSION TO TRADING AND DEALING ARRANGEMENTS

5.1.

(i) Indication of the market where the securities will be traded and for which prospectus has been published.

(ii) If known, give the earliest dates on which the securities will be admitted to trading.

Category B

Category C

5.2.

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

Category C

6.

EXPENSE OF THE ADMISSION TO TRADING

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

Category C

7.

ADDITIONAL INFORMATION

7.1.

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

Category C

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 summary of the report.

Category A

7.3.

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

Category A

7.4.

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

Category C

7.5.

(i) Credit ratings assigned to an issuer at the request or with the co-operation of the issuer in the rating process

Category A

(ii) Credit ratings assigned to securities at the request or with the co-operation of the issuer in the rating process

Category C

ANNEX VIII

INSTRUCTIONS

1.

THE SECURITIES

1.1.

The minimum denomination of an issue.

Category C

1.2.

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

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

Category C

Category C

2.

THE UNDERLYING ASSETS

2.1.

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

Category A

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

Category C

2.2.2.

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

Category A

(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.

Category B

Category C

2.2.3.

the legal nature of the assets

Category C

2.2.4.

the expiry or maturity date(s) of the assets

Category C

2.2.5.

the amount of the assets

Category C

2.2.6.

loan to value ratio or level of collateralisation

Category C

2.2.7.

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

Category B

2.2.8.

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

Category C

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

Category B

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

Category B

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 derivative securities with an individual denomination of at least EUR 100 000

Category A

(b) 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.

Category C

2.2.12.

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

Category C

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

Category B

2.2.14.

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

(a) a description of the securities

Category C

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

Category C

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

Category C

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 schedule for share registration document in respect of each issuer of those securities

Category A

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

Category A

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, sufficiency and liquidity of the asset types in the portfolio which will secure the issue

see items 2.1 and 2.2

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

Category B

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 description of how the holders of that class will be informed

Category C

3.

STRUCTURE AND CASH FLOW

3.1.

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

Category A

3.2.

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

Category A

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

Category B

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 necessary, a financial service table and a description of the assumptions used in developing the table

Category B

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 shortfall risks

Category B

3.4.3.

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

Category C

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

Category B

3.4.5.

how payments are collected in respect of the assets

Category B

3.4.6.

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

Category A

3.4.7.

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

Category A

3.5.

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

Category C

3.6.

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

See items 2.2 and 2.3

3.7.

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

Category C

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

Category A

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

Category C

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 indicated that it intends to report such information, specify in the prospectus what information will be reported, where such information can be obtained, and the frequency with which such information will be reported

Category C

ANNEX XIV

INSTRUCTIONS

1.

Description of the underlying share

1.1.

Describe the type and the class of the shares

Category A

1.2.

Legislation under which the shares have been or will be created

Category A

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

Category A

1.4.

Indication of the currency of the shares issue

Category A

1.5.

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

- Dividend rights:

- fixed date(s) on which the entitlement arises,

- time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates,

- dividend restrictions and procedures for non resident holders,

- rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments.

- Voting rights.

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

- Right to share in the issuer’s profits.

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

- Redemption provisions.

- Conversion provisions.

Category A

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.

Category C

1.7.

Where and when the shares will be or have been admitted to trading

Category C

1.8.

Description of any restrictions on the free transferability of the shares

Category A

1.9.

Indication of the existence of any mandatory takeover bids/or squeeze-out and sell-out rules in relation to the shares

Category A

1.10.

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

Category A

1.11.

Impact on the issuer of the underlying share of the exercise of the right and potential dilution effect for the shareholders.

Category C

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

Category A

ANNEX VI

INSTRUCTIONS

1.

Nature of the Guarantee

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

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

Category B

2.

Scope of the Guarantee

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

Category B

3.

Information to be disclosed about the guarantor

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

Category A

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.

Category A

6ANNEX XXX

1.

Information to be provided regarding consent by the issuer or person responsible for drawing up the prospectus

1.1

Express consent by the issuer or person responsible for drawing up the prospectus to the use of the prospectus and statement that it accepts responsibility for the content of the prospectus also with respect to subsequent resale or final placement of securities by any financial intermediary which was given consent to use the prospectus.

Category A

1.2

Indication of the period for which consent to use the prospectus is given.

Category A

1.3

Indication of the offer period upon which subsequent resale or final placement of securities by financial intermediaries can be made.

Category C

1.4

Indication of the Member States in which financial intermediaries may use the prospectus for subsequent resale or final placement of securities.

Category A

1.5

Any other clear and objective conditions attached to the consent which are relevant for the use of the prospectus.

Category C

1.6

Notice in bold informing investors that, in the event of an offer being made by a financial intermediary, this financial intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made.

Category A

2A

Additional information to be provided where a consent is given to one or more specified financial intermediaries

2A.1

List and identity (name and address) of the financial intermediary or intermediaries that are allowed to use the prospectus.

Category C

2A.2

Indication how any new information with respect to financial intermediaries unknown at the time of the approval of the prospectus, the base prospectus or the filing of the final terms, as the case may be, is to be published and where it can be found.

Category A

2B

Additional information to be provided where a consent is given to all financial intermediaries

2B.1

Notice in bold informing investors that any financial intermediary using the prospectus has to state on its website that it uses the prospectus in accordance with the consent and the conditions attached thereto.

Category A

ANNEX XXI

List of additional information in final terms

ADDITIONAL INFORMATION

Example(s) of complex derivatives securities as referred to in recital 18 of the Prospectus Regulation

Additional provisions, not required by the relevant securities note, relating to the underlying

Country(ies) where the offer(s) to the public takes place

Country(ies) where admission to trading on the regulated market(s) is being sought

Country(ies) into which the relevant base prospectus has been notified

Series Number

Tranche Number

ANNEX XXII

Disclosure requirements in summaries

Guide to using the Tables:

1. Summaries are constructed on a modular basis according to the Annexes from this Regulation on which the prospectus has been based. For example, the summary for a share prospectus would disclosure the information required for the Elements for Annexes I and III.

2. Each summary will be made up of five tables as detailed below.

3. The order of the sections A-E is mandatory. Within each of the sections the elements shall be disclosed in the order they appear in the Tables.

4. Where an element is not applicable to a prospectus the element should appear in the summary with the mention "not applicable".

5. To the extent required by an element, descriptions should be brief.

6. Summaries should not contain cross-references to specific parts of the prospectus.

7. Where a prospectus relates to the admission to trading on a regulated market of non-equity securities having a denomination of at least EUR 100 000 in accordance with either or both of Annexes IX or XIII and a summary is required by a Member State in accordance with Articles 5(2) and 19(4) of Directive 2003/71/EC, or is produced on a voluntary basis, the disclosure requirements for the summary in relation to Annexes IX and XIII are as set out in the Tables. Where an issuer is not under an obligation to include a summary in a prospectus but wishes to produce some overview section in the prospectus, it should ensure that it is not titled "summary" unless it complies with all the disclosure requirements for summaries.

Section A - Introduction and warnings

Annexes

Element

Disclosure requirement

All

A.1

Warning that:

• [this] summary should be read as introduction to the prospectus;

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

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

• civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.

6All

A.2

• Consent by the issuer or person responsible for drawing up the prospectus to the use of the prospectus for subsequent resale or final placement of securities by financial intermediaries.

• Indication of the offer period within which subsequent resale or final placement of securities by financial intermediaries can be made and for which consent to use the prospectus is given.

• Any other clear and objective conditions attached to the consent which are relevant for the use of the prospectus.6

• Notice in bold informing investors that information on the terms and conditions of the offer by any financial intermediary is to be provided at the time of the offer by the financial intermediary.6

Section B -Issuer and any guarantor

Annexes

Element

Disclosure requirement

1, 4, 7, 9, 11

B.1

The legal and commercial name of the issuer.

1, 4, 7, 9, 11

B.2

The domicile and legal form of the issuer, the legislation under which the issuer operates and its country of incorporation.

1

B.3

A description of, and key factors relating to, the nature of the issuer's current operations and its principal activities, stating the main categories of products sold and/or services performed and identification of the principal markets in which the issuer competes.

1

B.4a

A description of the most significant recent trends affecting the issuer and the industries in which it operates.

4, 11

B.4b

A description of any known trends affecting the issuer and the industries in which it operates.

1, 4, 9, 11

B.5

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

1

B.6

In so far as is known to the issuer, the name of any person 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.

Whether the issuer’s major shareholders have different voting rights if any.

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.

1

B.7

Selected historical key financial information regarding the issuer, presented for each financial year of the period covered by the historical financial information, and any subsequent interim financial period accompanied by comparative data from the same period in the prior financial year except that the requirement for comparative balance sheet information is satisfied by presenting the year end balance sheet information.

This should be accompanied by a narrative description of significant change to the issuer’s financial condition and operating results during or subsequent to the period covered by the historical key financial information.

1, 2

B.8

Selected key pro forma financial information, identified as such.

The selected key pro forma financial information must clearly state the fact that because of its nature, the pro forma financial information addresses a hypothetical situation and, therefore, does not represent the company’s actual financial position or results.

1, 4, 9, 11

B.9

Where a profit forecast or estimate is made, state the figure.

1, 4, 9, 11

B.10

A description of the nature of any qualifications in the audit report on the historical financial information.

3

B.11

If the issuer’s working capital is not sufficient for the issuer’s present requirements an explanation should be included.

4, 9, 11

B.12

Use only the first paragraph of B.7, plus:

• 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 or a description of any material adverse change.

• A description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information.

4, 9, 11

B.13

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

4, 9, 11

B.14

B.5 plus:

"If the issuer is dependent upon other entities within the group, this must be clearly stated."

4, 9, 11

B.15

A description of the issuer’s principal activities.

4, 7, 9, 11

B.16

Use only the final paragraph of B.6

5, 13

B.17

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.

6

B.18

A description of the nature and scope of the guarantee.

6

B.19

Section B information about the guarantor as if it were the issuer of the same type of security that is the subject of the guarantee. Therefore provide such information as required for a summary for the relevant annex.

7

B.20

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

7

B.21

A description of the issuer’s principal activities including a global overview of the parties to the securitisation program including information on the direct or indirect ownership or control between those parties.

7

B.22

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.

7

B.23

Use only the first paragraph of B.7

7

B.24

A description of any material adverse change in the prospects of the issuer since the date of its last published audited financial statements.

8

B.25

A description of the underlying assets including:

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

• a description of the general characteristics of the obligors and in the case of a small number of easily identifiable obligors, a general description of each obligor

• a description of the legal nature of the assets

• loan to value ratio or level of collateralisation

• Where a valuation report relating to real property is included in the prospectus, a description of the valuation.

8

B.26

In respect of an actively managed pool of assets backing the issue a description of the parameters within which investments can be made, the name and description of the entity responsible for such management including a brief description of that entity’s relationship with any other parties to the issue.

8

B.27

Where an issuer proposes to issue further securities backed by the same assets a statement to that effect.

8

B.28

A description of the structure of the transaction, including, if necessary, a structure diagram.

8

B.29

A description of the flow of funds including information on swap counterparties and any other material forms of credit/liquidity enhancements and the providers thereof.

8

B.30

The name and a description of the originators of the securitised assets.

10

B.31

Information about the issuer of the underlying shares:

• B.1

• B.2

• B.3

• B.4

• B.5

• B.6

• B.7

• B.9

• B.10

• D.4

10

B.32

Information about the issuer of the depository receipts:

• "Name and registered office of the issuer of the depository receipts."

• "Legislation under which the issuer of the depository receipts operates and legal form which it has adopted under the legislation."

15

B.33

The following information from Annex 1:

• B.1

• B.2

• B.5

• B.6

• B.7

• B.8

• B.9

• B.10

• C.3

• C.7

• D.2

15

B.34

A description of the investment objective and policy, including any investment restrictions, which the collective investment undertaking will pursue with a description of the instruments used.

15

B.35

The borrowing and/or leverage limits of the collective investment undertaking. If there are no such limits, include a statement to that effect.

15

B.36

A description of the regulatory status of the collective investment undertaking together with the name of any regulator in its country of incorporation.

15

B.37

A brief profile of a typical investor for whom the collective investment undertaking is designed.

15

B.38

Where the main body of the prospectus discloses that more than 20% of the gross assets of the collective investment undertaking may be:

(a) invested, directly or indirectly, in a single underlying asset, or

(b) invested in one or more collective investment undertakings which may in turn invest more than 20% of gross assets in other collective investment undertakings, or

(c) exposed to the creditworthiness or solvency of any one counterparty

the identity of the entity should be disclosed together with a description of the exposure (e.g. counter-party) as well as information on the market in which its securities are admitted.

15

B.39

Where a collective investment undertaking may invest in excess of 40% of its gross assets in another collective investment undertaking the summary should briefly explain either:

(a) the exposure, the identity of the underlying collective investment undertaking, and provide such information as would be required in a summary note by that collective investment undertaking; or

(b) where the securities issued by an underlying collective investment undertaking have already been admitted to trading on a regulated or equivalent market, the identity of the underlying collective investment undertaking.

15

B.40

A description of the applicant’s service providers including the maximum fees payable.

15

B.41

The identity and regulatory status of any investment manager, investment advisor, custodian, trustee or fiduciary (including and delegated custody arrangements).

15

B.42

A description of how often the net asset value of the collective investment undertaking will be determined and how such net asset value will be communicated to investors.

15

B.43

In the case of an umbrella collective investment undertaking, a statement of any cross liability that may occur between classes or investment in other collective investment undertaking.

15

B.44

B.7 plus:

• "Where 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."

15

B.45

A description of the collective investment undertaking’s portfolio.

15

B.46

An indication of the most recent net asset value per security (if applicable).

16

B.47

A description of the issuer, including:

• The legal name of the issuer and a description of the issuer’s position within the national government framework.

• The legal form of the issuer.

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

• A description of the issuer’s economy including its structure with details of its main sectors.

16

B.48

A description/the key facts of public finance and trade information for the two fiscal years prior to the date of the prospectus. With a description of any significant changes to that information since the end of the last fiscal year.

17

B.49

A description of the issuer, including:

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

• The legal form of the issuer.

• A description of the issuer’s purpose and functions.

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

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

17

B.50

Selected key historical financial information covering the latest two financial years. This should be accompanied by a description of any significant changes to the issuer’s financial position since the last audited financial information.

Section C - Securities

Annexes

Element

Disclosure requirement

3, 5, 12, 13

C.1

A description of the type and the class of the securities being offered and/or admitted to trading, including any security identification number.

3, 5, 12, 13

C.2

Currency of the securities issue.

1

C.3

The number of shares issued and fully paid and issued but not fully paid.

The par value per share, or that the shares have not par value.

3

C.4

A description of the rights attached to the securities.

3, 5, 12, 13

C.5

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

3

C.6

An indication as to whether the securities offered are or will be the object of an application for admission to trading on a regulated market and the identity of all the regulated markets where the securities are or are to be traded.

1

C.7

A description of dividend policy.

5, 12, 13

C.8

C.4 plus:

• "including ranking"

• "including limitations to those rights"

5, 13

C.9

C.8 plus:

• "the nominal interest rate"

• "the date from which interest becomes payable and the due dates for interest"

• "where the rate is not fixed, description of the underlying on which it is based"

• "maturity date and arrangements for the amortisation of the loan, including the repayment procedures"

• "an indication of yield"

• "name of representative of debt security holders"

5

C.10

C.9 plus:

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

5, 12

C.11

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.

8

C.12

The minimum denomination of an issue.

10

C.13

Information about the underlying shares:

C.1

C.2

C.3

C.4

C.5

C.6

C.7

10

C.14

Information about the depository receipts:

C.1

C.2

C.4

C.5

• "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 liquidations surplus which are not passed on to the holder of the depository receipt."

• "Description of the bank or other guarantee attached to the depository receipt and intended to underwrite the issuer’s obligations."

12

C.15

A description of how the value of the investment is affected by the value of the underlying instrument(s), unless the securities have a denomination of at least EUR 100 000.

12

C.16

The expiration or maturity date of the derivative securities - the exercise date or final reference date.

12

C.17

A description of the settlement procedure of the derivative securities.

12

C.18

A description of how the return on derivative securities takes place.

12

C.19

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

12

C.20

A description of the type of the underlying and where the information on the underlying can be found.

13

C.21

Indication of the market where the securities will be traded and for which prospectus has been published.

14

C.22

Information about the underlying share:

• "A description of the underlying share."

• C.2

• C.4 plus the words "..... and procedure for the exercise of those rights".

• "Where and when the shares will be or have been admitted to trading."

• C.5

• "Where the issuer of the underlying is an entity belonging to the same group, the information to provide on this issuer is the information required by the share registration document. Therefore provide such information required for a summary for Annex 1."

Section D - Risks

Annexes

Element

Disclosure requirement

1

D.1

Key information on the key risks that are specific to the issuer or its industry

4, 7, 9, 11, 16, 17

D.2

Key information on the key risks that are specific to the issuer.

3, 5, 13

D.3

Key information on the key risks that are specific to the securities.

10

D.4

Information about the issuer of the underlying shares:

• D.2

10

D.5

Information about the depository receipts:

• D.3

12

D.6

D.3 plus:

• “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.”

Section E - Offer

Annexes

Element

Disclosure requirement

3, 10

E.1

The total net proceeds and an estimate of the total expenses of the issue/offer, including estimated expenses charged to the investor by the issuer or the offeror.

3, 10

E.2a

Reasons for the offer, use of proceeds, estimated net amount of the proceeds.

5, 12

E.2b

Reasons for the offer and use of proceeds when different from making profit and/or hedging certain risks.

3, 5, 10, 12

E.3

A description of the terms and conditions of the offer.

3, 5, 10, 12, 13

E.4

A description of any interest that is material to the issue/offer including conflicting interests.

3, 10

E.5

Name of the person or entity offering to sell the security.

Lock-up agreements: the parties involved; and indication of the period of the lock up.

3, 10

E.6

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

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

All

E.7

Estimated expenses charged to the investor by the issuer or the offeror.

ANNEX XXIII

Proportionate Schedule for Minimum Disclosure Requirements for the Share Registration Document for Rights Issues

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 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 financial information, indicate details if material.

3.

RISK FACTORS

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

4.

INFORMATION ABOUT THE ISSUER

4.1.

The legal and commercial name of the issuer

4.2.

Investments

4.2.1.

A description, (including the amount) of the principal investments made since the end of the period covered by the latest published audited financial statements and up to the date of the registration document.

4.2.2.

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)

4.2.3.

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

5.

BUSINESS OVERVIEW

5.1.

Principal Activities

A brief description of the issuer's operations and principal activities and of any significant changes impacting these operations and activities since the end of the period covered by the latest published audited financial statements, including an indication of any significant new products and services that have been introduced and, to the extent the development of new products or services has been publicly disclosed, the status of development.

5.2.

Principal Markets

A brief description of the principal markets in which the issuer competes and of any significant changes impacting these markets since the end of period covered by the the latest published audited financial statements.

5.3.

Where the information given pursuant to items 5.1. and 5.2. has been influenced by extraordinary factors since the end of period covered by the the latest published audited financial statements, mention that fact.

5.4.

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

5.5.

The basis for any statements 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 the issuer's position within the group.

7.

TREND INFORMATION

7.1.

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.

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 information set out in 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; 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.

8.2.

A report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated,6 and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer.

Where financial information relates to the previous financial year and only contains non misleading figures substantially consistent with the final figures to be published in the next annual audited financial statements for the previous financial year, and the explanatory information necessary to assess the figures, a report shall not be required provided that the prospectus includes all of the following statements:6

(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information;6

(b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements;6

(c) this financial information has not been audited.6

8.3.

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

8.4.

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.

9.

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT

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 that issuer where these are significant with respect to that issuer:

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

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

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

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

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

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

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

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

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

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

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

9.2.

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 9.1., and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, a statement to that effect must be made.

Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in item 9.1 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 9.1 on the disposal within a certain period of time of their holdings in the issuer’s securities.

10.

REMUNERATION AND BENEFITS

In case of issuers not listed on a regulated market and in relation to the last full financial year for those persons referred to in points (a) and (d) of the first subparagraph of item 9.1.

10.1.

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

That information must be provided on an individual basis unless individual disclosure is not required in the issuer’s home country or when the issuer has already publicly disclosed that information.

10.2.

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

11.

BOARD PRACTICES

In case of issuers not listed on a regulated market and in relation to the issuer's last completed financial year, and unless otherwise specified, with respect to those persons referred to in point (a) of the first subparagraph of 9.1.

11.1.

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

11.2.

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.

11.3.

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.

11.4.

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.

12.

EMPLOYEES

12.1.

Shareholdings and stock options with respect to each person referred to in points (a) and (d) of the first subparagraph of item 9.1. provide information as to their share ownership and any options over such shares in the issuer as of the most recent practicable date.

12.2.

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

13.

MAJOR SHAREHOLDERS

13.1.

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

13.2.

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

13.3.

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.

13.4.

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.

14.

RELATED PARTY TRANSACTIONS

If International Financial Reporting Standards adopted according to the Regulation (EC) No 1606/2002 do not apply to the issuer, the following information must be disclosed for the period covered by the historical financial information and up to the date of the registration document:

(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.

If international Financial Reporting Standards adopted according to the Regulation (EC) No 1606/200 apply to the issuer, the above information must be disclosed only for the transactions occurred since the end of the last financial period for which audited financial information have been published.

15.

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

15.1.

Historical Financial Information

Audited historical financial information covering the last financial year (or such shorter period that the issuer has been in operation and the audit report. If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 12 months, or the entire period for which the issuer has been in operation, whichever is the shorter. 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 European Union.

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

If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least:(a) balance sheet;

(b) income statement;

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

(d) cash flow statement;

(e) accounting policies and explanatory notes

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

15.2.

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.

15.3.

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.

15.4.

Auditing of historical annual financial information

15.4.1.

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.

15.4.2.

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

15.4.3.

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.

15.5.

Age of latest financial information

15.5.1.

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

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

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

15.6.

Interim and other financial information

15.6.1.

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

15.6.2.

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.

15.7.

Dividend policy

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

15.7.1.

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

15.8.

Legal and arbitration proceedings

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

15.9.

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.

16.

ADDITIONAL INFORMATION

16.1.

Share Capital

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

16.1.1.

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

(a) the number of shares authorised;

(b) the number of shares issued and fully paid and issued but not fully paid;

(c) the par value per share, or that the shares have no par value; and

(d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10% of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.

16.1.2.

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

16.1.3.

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.

16.1.4.

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

16.1.5.

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.

17.

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 last year immediately preceding publication of the registration document.

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

18.

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

18.1.

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.

18.2.

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

19.

DOCUMENTS ON DISPLAY

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

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

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

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

ANNEX XXIV

Proportionate Schedule for Minimum Disclosure Requirements for the Share Securities Note for Rights Issues

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

2.

RISK FACTORS

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

3.

ESSENTIAL INFORMATION6

6

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.

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 certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records.

4.4.

Currency of the securities issue.

4.5.

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.

A statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued.

4.7.

The expected issue date of the securities

4.8.

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

4.9.

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.

5.1.2.

Total amount of the issue/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 revocation 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 treatment of subscription rights not exercised.

5.2.

Allotment

5.2.1.

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

5.2.2.

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

5.3.

Pricing

5.3.1.

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

5.3.2.

Process for the disclosure of the offer price.

5.3.3.

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

5.4.

Placing and Underwriting

5.4.1.

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

5.4.2.

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

5.4.3.

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

5.4.4.

When the underwriting agreement has been or will be reached.

6.

ADMISSION TO TRADING AND DEALING ARRANGEMENTS

6.1.

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

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.

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.

6.4.

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

7.

LOCK-UP AGREEMENTS

7.1.

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 issue/offer.

9.2.

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.

10.3

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

10.4

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

ANNEX XXV

Proportionate Schedule for Minimum Disclosure Requirements for the Share Registration Document for SMEs and companies with reduced market capitalisation

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 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 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 covered by the historical financial information, and any subsequent interim financial period, in the same currency as the financial information.

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

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 satisfied by presenting the year end balance sheet information.

4.

RISK FACTORS

4.1.

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

5.1.4.

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

5.1.5.

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

5.2.

Investments

5.2.1

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 and the anticipated sources of funds needed to fulfil these commitments.

6.

BUSINESS OVERVIEW

6.1.

Principal Activities

A brief description of the issuer's operations and principal activities and of any significant changes impacting these operations and activities since latest two published audited financial statements, including an indication of any significant new products and services that have been introduced and, to the extent the development of new products or services has been publicly disclosed, the status of development.

6.2.

Principal Markets

A brief description of the principal markets in which the issuer competes and of any significant changes impacting these markets since latest two published audited financial statements.

6.3.

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

6.4.

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

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

If not included in the financial statements, 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.

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

9.

OPERATING AND FINANCIAL REVIEW

The issuer must disclose the following information if the Annual Reports, presented and prepared in accordance with Article 46 of Directive 78/660/EEC and Article 36 of Directive 83/349/EEC for the periods covered by the historical financial information, are not included in or annexed to the prospectus:

9.1.

Financial Condition

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

9.2.

Operating Results

9.2.1.

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

9.2.2.

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

9.2.3.

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

10.

CAPITAL RESOURCES

10.1.

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

10.2.

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

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 information set out in items 13.1 and 13.2:

13.1.

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

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

13.2.

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

6Where financial information relates to the previous financial year and only contains non misleading figures substantially consistent with the final figures to be published in the next annual audited financial statements for the previous financial year, and the explanatory information necessary to assess the figures, a report shall not be required provided that the prospectus includes all of the following statements:

(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information;

(b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements;

(c) this financial information has not been audited.

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 experience for the management of the issuer's business.

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

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

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

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

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

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

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

14.2.

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

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

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

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

15.

REMUNERATION AND BENEFITS

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

15.1.

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

That information must be provided on an individual basis unless individual disclosure is not required in the issuer’s home country or when the issuer has already publicly disclosed that information.

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 persons referred to in point (a) of the first subparagraph of item 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 of incorporation corporate9 goverance regime(s). In the event that the issuer does not comply with such a regime, a statement to that effect must be included together8 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 covered by the historical financial information up to the date of the registration document (and changes in such numbers, if material) and, if possible and material, a breakdown of persons employed by main category of activity and geographic location. If the issuer employs a significant number of temporary employees, include disclosure of the number of temporary employees on average during the most recent financial year.

17.2.

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

17.3.

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

18.

MAJOR SHAREHOLDERS

18.1.

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

18.2.

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

18.3.

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

18.4.

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

19.

RELATED PARTY TRANSACTIONS

If International Financial Reporting Standards adopted according to the Regulation (EC) No 1606/2002 do not apply to the issuer, the following information must be disclosed for the period covered by the historical financial information and up to the date of the registration document:

(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.

If international Financial Reporting Standards adopted according to the Regulation (EC) No 1606/2002 apply to the issuer, the above information must be disclosed only for the transactions occurred since the end of the last financial period for which audited financial information have been published.

20.

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

20.1.

Historical Financial Information

A statement that audited historical financial information covering the latest two financial years (or such shorter period that the issuer has been in operation) have been prepared according to Regulation (EC) No 1606/2002, or, if not applicable, to a Member State national accounting standards for issuers from the European Union, and where own and consolidated financial statements as the case may be can be obtained.

The audit report in respect of each year must be included.

For third country issuers, a statement that such financial information have been prepared and audited 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, and where it can be obtained. If such financial information is not equivalent to these standards, a statement that it has been prepared in the form of restated financial statements, and where it can be obtained.

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.

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 registration document which has been audited by the auditors.

20.3.3.

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.

20.4.

Age of latest financial information

20.4.1.

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

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

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

20.5.

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, a statement in that respect must be included in the registration document, and where it can be obtained. If the quarterly or half yearly financial information has been reviewed or audited, the audit or review report must be included. If the quarterly or half yearly financial information is unaudited or has not been reviewed state that fact.

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.

20.7.

Legal and arbitration proceedings

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

20.8.

Significant change in the issuer’s financial or trading position

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

21.

ADDITIONAL INFORMATION

21.1.

Share Capital

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

21.1.1.

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

(a) the number of shares authorised;

(b) the number of shares issued and fully paid and issued but not fully paid;

(c) the par value per share, or that the shares have no par value; 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 subsidiaries of the issuer.

21.1.4.

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

21.1.5.

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

21.1.6.

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

21.1.7.

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

21.2.

Memorandum and Articles of Association

21.2.1.

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

21.2.2.

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

21.2.3.

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

21.2.4.

A description of what action is necessary to change the rights of holders of the shares, indicating where the conditions are more significant than is required by law.

21.2.5.

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

21.2.6.

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

21.2.7.

An indication of the articles of association, statutes, charter or bylaw provisions, if any, governing the ownership threshold above which shareholder ownership must be disclosed.

21.2.8.

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

22.

MATERIAL CONTRACTS

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

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

23.

THIRD PARTY 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 misleading. In addition, identify the source(s) of the information.

24.

DOCUMENTS ON DISPLAY

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

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

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

(c) the historical financial information of the issuer or, in the case of a group, the historical financial information 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

ANNEX XXVI

Proportionate Schedule for Minimum Disclosure Requirements for the Debt and Derivative Securities <100 000 EUR Registration Document for SMEs and companies with reduced market capitalisation [see footnote in Regulation (EU) No 486/2012]6

66

1.

PERSONS RESPONSIBLE

2.

STATUTORY AUDITORS

3.

SELECTED FINANCIAL INFORMATION

4.

RISK FACTORS

5.

INFORMATION ABOUT THE ISSUER

6.

BUSINESS OVERVIEW

7.

ORGANISATIONAL STRUCTURE

8.

TREND INFORMATION

9.

PROFIT FORECASTS OR ESTIMATES

10.

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES

11.

BOARD PRACTICES

12.

MAJOR SHAREHOLDERS

13.

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

13.1.

Historical Financial Information

A statement that audited historical financial information covering the last financial year (or such shorter period that the issuer has been in operation) have been prepared according to Regulation (EC) No 1606/2002, or, if not applicable, to a Member State national accounting standards for issuers from the European Union, and where own and consolidated financial statements as the case may be can be obtained.

The audit report must be included.

For third country issuers, a statement that such financial information have been prepared and audited 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, and where it can be obtained. If such financial information is not equivalent to these standards, a statement that it has been prepared in the form of restated financial statements, and where it can be obtained.

13.2.

Auditing of historical annual financial information

13.2.1.

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.

13.2.2.

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

13.2.3.

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.

13.3.

Interim and other financial information

If the issuer has published quarterly or half yearly financial information since the date of its last audited financial statements, a statement in that respect must be included in the registration document and where it can be obtained. If the quarterly or half yearly financial information has been reviewed or audited, the audit or review report must be included. If the quarterly or half yearly financial information is unaudited or has not been reviewed state that fact.

13.4.

Legal and arbitration proceedings

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

13.5.

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.

14.

ADDITIONAL INFORMATION

15.

MATERIAL CONTRACTS

16.

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

17.

DOCUMENTS ON DISPLAY

ANNEX XXVII

Proportionate Schedule for Minimum Disclosure Requirements for the Debt and Derivative Securities 100 000 EUR Registration Document for SMEs and companies with reduced market capitalisation (schedule) [6see footnote in Regulation (EU) No 486/2012]6

66

1.

PERSONS RESPONSIBLE

2.

STATUTORY AUDITORS

3.

RISK FACTORS

4.

INFORMATION ABOUT THE ISSUER

5.

BUSINESS OVERVIEW

6.

ORGANISATIONAL STRUCTURE

7.

TREND INFORMATION

8.

PROFIT FORECASTS OR ESTIMATES

9.

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES

10.

MAJOR SHAREHOLDERS

11.

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

11.1.

Historical Financial Information

A statement that audited historical financial information covering the last financial year (or such shorter period that the issuer has been in operation) have been prepared according to Regulation (EC) No 1606/2002, or, if not applicable, to a Member State national accounting standards for issuers from the European Union, and where own and consolidated financial statements as the case may be can be obtained.

The audit report must be included.

For third country issuers, a statement that such financial information have been prepared and audited 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, and where it can be obtained. If such financial information is not equivalent to these standards, a statement that it has been prepared in the form of restated financial statements, and where it can be obtained.

11.2.

Auditing of historical annual financial information

11.2.1.

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.

11.2.2.

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

11.2.3.

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.

11.3.

Interim and other financial information

If the issuer has published quarterly or half yearly financial information since the date of its last audited financial statements, a statement in that respect must be included in the registration document and where it can be obtained. If the quarterly or half yearly financial information has been reviewed or audited, the audit or review report must be included. If the quarterly or half yearly financial information is unaudited or has not been reviewed state that fact.

11.4.

Legal and arbitration proceedings

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

11.5.

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.

12.

MATERIAL CONTRACTS

13.

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

14.

DOCUMENTS ON DISPLAY

ANNEX XXVIII

Proportionate Schedule for Minimum Disclosure Requirements for the Depositary Receipts issued over shares for SMEs and companies with reduced market capitalisation [6see footnote in Regulation (EU) No 486/2012]6

66

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 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 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 covered by the historical financial information, and any subsequent interim financial period, in the same currency as the financial information.

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

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 information is satisfied by presenting the year end balance sheet information.

4.

RISK FACTORS

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

5.

INFORMATION ABOUT THE ISSUER

5.1.

History and Development of the Issuer

5.1.1.

the legal and commercial name of the issuer;

5.1.2.

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

5.1.3.

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

5.1.4.

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

5.1.5.

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

5.2.

Investments

5.2.1.

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 and the anticipated sources of funds needed to fulfil these commitments."

6.

BUSINESS OVERVIEW

6.1.

Principal Activities

6.1.1.

A brief description of the issuer's operations and principal activities and of any significant changes impacting these operations and activities since latest two published audited financial statements, including an indication of any significant new products and services that have been introduced and, to the extent the development of new products or services has been publicly disclosed, the status of development.

6.2.

Principal Markets

A brief description of the principal markets in which the issuer competes and of any significant changes impacting these markets since latest two published audited financial statements.

6.3.

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

6.4.

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

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.

8.

PROPERTY, PLANTS AND EQUIPMENT

8.1.

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

9.

OPERATING AND FINANCIAL REVIEW

The issuer must disclose the following information if the Annual Reports, presented and prepared in accordance with Article 46 of Directive 78/660/EEC and Article 36 of Directive 83/349/EEC for the periods covered by the historical financial information, are not included in or annexed to the prospectus:

9.1.

Financial Condition

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

9.2.

Operating Results

9.2.1.

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

9.2.2.

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

9.2.3.

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

10.

CAPITAL RESOURCES

10.1.

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

10.2.

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

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 information set out in items 13.1 and 13.2:

13.1.

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

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

13.2.

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

6Where financial information relates to the previous financial year and only contains non misleading figures substantially consistent with the final figures to be published in the next annual audited financial statements for the previous financial year, and the explanatory information necessary to assess the figures, a report shall not be required provided that the prospectus includes all of the following statements:

(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information;

(b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements;

(c) this financial information has not been audited.

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 experience for the management of the issuer's business.

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

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

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

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

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

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

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

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.

15.

REMUNERATION AND BENEFITS

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

15.1.

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

This information must be provided on an individual basis unless individual disclosure is not required in the issuer’s home country or when the issuer has already publicly disclosed that information.

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

17.2.

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

17.3.

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

18.

MAJOR SHAREHOLDERS

18.1.

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

18.2.

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

18.3.

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

18.4.

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

19.

RELATED PARTY TRANSACTIONS

"If International Financial Reporting Standards adopted according to the Regulation (EC) No 1606/2002 do not apply to the issuer, the following information must be disclosed for the period covered by the historical financial information and up to the date of the registration document:

(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."

If international Financial Reporting Standards adopted according to the Regulation (EC) N° 1606/200 apply to the issuer, the above information must be disclosed only for the transactions occurred since the end of the last financial period for which audited financial information have been published.

20.

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

20.1.

Historical Financial Information

A statement that audited historical financial information covering the latest two financial years (or such shorter period that the issuer has been in operation) have been prepared according to Regulation (EC) No 1606/2002, or, if not applicable, to a Member State national accounting standards for issuers from the European Union, and where own and consolidated financial statements as the case may be can be obtained.

The audit report in respect of each year must be included.

For third country issuers, a statement that such financial information have been prepared and audited 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, and where it can be obtained. If such financial information is not equivalent to these standards, a statement that it has been prepared in the form of restated financial statements, and where it can be obtained.

20.2.

Auditing of historical annual financial information

20.2.1.

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.

20.2.2.

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

20.2.3.

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

20.3.

Age of latest financial information

20.3.1.

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

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

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

20.4.

Interim and other financial information

20.4.1.

If the issuer has published quarterly or half yearly financial information since the date of its last audited financial statements, a statement in that respect must be included in the registration document and where it can be obtained. If the quarterly or half yearly financial information has been reviewed or audited, the audit or review report must be included. If the quarterly or half yearly financial information is unaudited or has not been reviewed state that fact.

20.5.

Dividend policy

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

20.5.1.

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

20.6.

Legal and arbitration proceedings

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

20.7.

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 provide an appropriate negative statement.

21.

ADDITIONAL INFORMATION

21.1.

Share Capital

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

21.1.1.

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

(a) the number of shares authorised;

(b) the number of shares issued and fully paid and issued but not fully paid;

(c) the par value per share, or that the shares have no par value; and

(d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10% of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.

21.1.2.

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

21.1.3.

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

21.1.4.

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

21.1.5.

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

21.1.6.

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

21.1.7.

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

21.2.

Memorandum and Articles of Association

21.2.1.

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

21.2.2.

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

21.2.3.

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

21.2.4.

A description of what action is necessary to change the rights of holders of the shares, indicating where the conditions are more significant than is required by law.

21.2.5.

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

21.2.6.

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

21.2.7.

An indication of the articles of association, statutes, charter or bylaw provisions, if any, governing the ownership threshold above which shareholder ownership must be disclosed.

21.2.8.

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

22.

MATERIAL CONTRACTS

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

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

23.

THIRD PARTY 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 misleading. In addition, identify the source(s) of the information.

24.

DOCUMENTS ON DISPLAY

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

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

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

(c) the historical financial information of the issuer or, in the case of a group, the historical financial information 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.

26.

INFORMATION ABOUT THE ISSUER OF THE DEPOSITARY RECEIPTS

27.

INFORMATION ABOUT THE UNDERLYING SHARES

28.

INFORMATION REGARDING THE DEPOSITARY RECEIPTS

29.

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

30.

ADMISSION TO TRADING AND DEALING ARRANGEMENTS IN THE DEPOSITARY RECEIPTS

31.

ESSENTIAL INFORMATION ABOUT THE ISSUE OF THE DEPOSITARY RECEIPTS6

6

32.

EXPENSE OF THE ISSUE/OFFER OF THE DEPOSITARY RECEIPTS

ANNEX XXIX

Proportionate Schedule for Minimum Disclosure Requirements for Issues by Credit Institutions referred to in Article 1(2)(j) of Directive 2003/71/EC

Minimum Disclosure Requirements for issues by credit institutions referred to in Article 1(2)(j) of Directive 2003/71/EC [6see footnote in Regulation (EU) No 486/2012]6

66

1.

PERSONS RESPONSIBLE

2.

STATUTORY AUDITORS

3.

RISK FACTORS

4.

INFORMATION ABOUT THE ISSUER

5.

BUSINESS OVERVIEW

6.

ORGANISATIONAL STRUCTURE

7.

TREND INFORMATION

8.

PROFIT FORECASTS OR ESTIMATES

9.

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES

10.

MAJOR SHAREHOLDERS

11.

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

Audited historical financial information covering the last financial year (or such shorter period that the issuer has been in operation), and the audit report. If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 12 months, or the entire period for which the issuer has been in operation, whichever is the shorter. Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member States national accounting standards for issuers from the European Union.

12.

MATERIAL CONTRACTS

13.

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

14.

DOCUMENTS ON DISPLAY

6ANNEX XXX

Additional information regarding consent as referred to in Article 20a (Additional building block)

1

Information to be provided regarding consent by the issuer or person responsible for drawing up the prospectus

1.1

Express consent by the issuer or person responsible for drawing up the prospectus to the use of the prospectus and statement that it accepts responsibility for the content of the prospectus also with respect to subsequent resale or final placement of securities by any financial intermediary which was given consent to use the prospectus.

1.2

Indication of the period for which consent to use the prospectus is given.

1.3

Indication of the offer period upon which subsequent resale or final placement of securities by financial intermediaries can be made.

1.4

Indication of the Member States in which financial intermediaries may use the prospectus for subsequent resale or final placement of securities.

1.5

Any other clear and objective conditions attached to the consent which are relevant for the use of the prospectus.

1.6

Notice in bold informing investors that, in the event of an offer being made by a financial intermediary, the financial intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made.

2A

Additional information to be provided where a consent is given to one or more specified financial intermediaries

2A.1

List and identity (name and address) of the financial intermediary or intermediaries that are allowed to use the prospectus.

2A.2

Indication how any new information with respect to financial intermediaries unknown at the time of the approval of the prospectus, the base prospectus or the filing of the final terms, as the case may be, is to be published and where it can be found.

2B

Additional information to be provided where a consent is given to all financial intermediaries

[2B.1]

Notice in bold informing investors that any financial intermediary using the prospectus has to state on its website that it uses the prospectus in accordance with the consent and the conditions attached thereto.

6