{
  "url": "https://openlegislation.uk/eu-regulation-2012-486/annex",
  "json_url": "https://openlegislation.uk/eu-regulation-2012-486/annex.json",
  "legislation": "eur/2012/486",
  "legislation_title": "Commission Delegated Regulation (EU) No 486/2012 of 30 March 2012 amending Regulation (EC) No 809/2004 as regards the format and the content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements (Text with EEA relevance)",
  "legislation_url": "https://openlegislation.uk/eu-regulation-2012-486",
  "path": "annex",
  "kind": "annex",
  "number": null,
  "heading": null,
  "text": "ANNEX XX\nList of securities note schedules and building block(s)\nIf a component of the formula is 0 or 1 and the respective component is not used for a specific issue, there should be the possibility to render the formula in the final terms without the unapplied component.\nAnnex V\nInstructions\n1.\nPERSONS RESPONSIBLE\n1.1.\nAll 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.\nCategory A\n1.2.\nA 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.\nCategory A\n2.\nRISK FACTORS\n2.1.\nProminent 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”.\nCategory A\n3.\nKEY INFORMATION\n3.1.\nInterest of natural and legal persons involved in the issue/offer\nA description of any interest, including conflicting ones, that is material to the issue/offer, detailing the persons involved and the nature of the interest.\nCategory C\n3.2.\nReasons for the offer and use of proceeds\nReasons 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.\nCategory C\n4.\nINFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING\n4.1.\n(i)\nA description of the type and the class of the securities being offered and/or admitted to trading,\nCategory B\n(ii)\nthe ISIN (International Security Identification Number) or other such security identification code.\nCategory C\n4.2.\nLegislation under which the securities have been created\nCategory A\n4.3.\n(i)\nAn indication of whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form.\nCategory A\n(ii)\nIn the latter case, name and address of the entity in charge of keeping the records.\nCategory C\n4.4.\nCurrency of the securities issue\nCategory C\n4.5.\nRanking 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.\nCategory A\n4.6.\nA description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights.\nCategory B\n4.7.\n(i)\nNominal interest rate\nCategory C\n(ii)\nProvisions relating to interest payable\nCategory B\n(iii)\nThe date from which interest becomes payable\nCategory C\n(iv)\nThe due dates for interest\nCategory C\n(v)\nThe time limit on the validity of claims to interest and repayment of principal\nCategory B\nWhere the rate is not fixed,\n(vi)\nstatement setting out the type of underlying\nCategory A\n(vii)\ndescription of the underlying on which it is based\nCategory C\n(viii)\nand of the method used to relate the two\nCategory B\n(ix)\nan indication where information about the past and the further performance of the underlying and its volatility can be obtained\nCategory C\n(x)\nDescription of any market disruption or settlement disruption events that affect the underlying\nCategory B\n(xi)\nAdjustment rules with relation to events concerning the underlying\nCategory B\n(xii)\nName of the calculation agent\nCategory C\n(xiii)\nIf 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.\nCategory B\n4.8.\n(i)\nmaturity date\nCategory C\n(ii)\narrangements 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\nCategory B\n4.9.\n(i)\nAn indication of yield\nCategory C\n(ii)\nDescribe the method whereby that yield is calculated in summary form.\nCategory B\n4.10.\nRepresentation 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.\nCategory B\n4.11.\nIn 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.\nCategory C\n4.12.\nIn the case of new issues, the expected issue date of the securities.\nCategory C\n4.13.\nA description of any restrictions on the free transferability\nCategory A\n4.14.\nIn 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:\ninformation on taxes on the income from the securities withheld at source\nindication as to whether the issuer assumes responsibility for the withholding of taxes at source\nCategory A\n5.\nTERMS AND CONDITIONS OF THE OFFER\n5.1.\nConditions, offer statistics, expected timetable and action required to apply for the offer\n5.1.1.\nConditions to which the offer is subject\nCategory C\n5.1.2.\nTotal 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.\nCategory C\n5.1.3.\n(i)\nThe time period, including any possible amendments, during which the offer will be open\nCategory C\n(ii)\ndescription of the application process.\nCategory C\n5.1.4.\nA description of the possibility to reduce subscriptions and the manner for refunding excess amount paid by applicants.\nCategory C\n5.1.5.\nDetails of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest)\nCategory C\n5.1.6.\nMethod and time limits for paying up the securities and for delivery of the securities\nCategory C\n5.1.7.\nA full description of the manner and date in which results of the offer are to be made public.\nCategory C\n5.1.8.\nThe procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised\nCategory C\n5.2.\nPlan of distribution and allotment\n5.2.1.\n(i)\nThe various categories of potential investors to which the securities are offered\nCategory A\n(ii)\nIf 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.\nCategory C\n5.2.2.\nProcess for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made\nCategory C\n5.3.\nPricing\n5.3.1.\n(i)\nAn indication of the expected price at which the securities will be offered or\nCategory C\n(ii)\nthe method of determining the price and the process for its disclosure\nCategory B\n(iii)\nIndicate the amount of any expenses and taxes specifically charged to the subscriber or purchaser.\nCategory C\n5.4.\nPlacing and Underwriting\n5.4.1.\nName 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.\nCategory C\n5.4.2.\nName and address of any paying agents and depository agents in each country\nCategory C\n5.4.3.\nName 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.\nCategory C\n5.4.4.\nWhen the underwriting agreement has been or will be reached.\nCategory C\n6.\nADMISSION TO TRADING AND DEALING ARRANGEMENTS\n6.1.\n(i)\nAn 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.\nCategory B\n(ii)\nIf known, give the earliest dates on which the securities will be admitted to trading\nCategory C\n6.2.\nAll 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\nCategory C\n6.3.\nName 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.\nCategory C\n7.\nADDITIONAL INFORMATION\n7.1.\nIf advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted.\nCategory C\n7.2.\nAn 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\nCategory A\n7.3.\nWhere 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.\nCategory A\n7.4.\nWhere 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.\nCategory C\n7.5.\n(i)\nCredit ratings assigned to an issuer at the request or with the cooperation 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\nCategory A\n(ii)\nCredit ratings assigned to securities at the request or with the cooperation 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\nCategory C\nAnnex XII\nInstructions\n1.\nPERSONS RESPONSIBLE\n1.1.\nAll 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.\nCategory A\n1.2.\nA 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.\nCategory A\n2.\nRISK FACTORS\n2.1.\nProminent 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\nCategory A\n3.\nKEY INFORMATION\n3.1.\nInterest of natural and legal persons involved in the issue/offer\nA description of any interest, including conflicting ones that is material to the issue/offer, detailing the persons involved and the nature of the interest\nCategory C\n3.2.\nReasons for the offer and use of proceeds when different from making profit and/or hedging certain risks\nIf 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.\nCategory C\n4.\nINFORMATION CONCERNING THE SECURITIES TO BE OFFERED AND ADMITTED TO TRADING\n4.1.\nInformation concerning the securities\n4.1.1.\n(i)\nA description of the type and the class of the securities being offered and/or admitted to trading,\nCategory B\n(ii)\nthe ISIN (International Security Identification Number) or other such security identification code.\nCategory C\n4.1.2.\nA 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.\nCategory B\n4.1.3.\nLegislation under which the securities have been created.\nCategory A\n4.1.4.\n(i)\nAn indication of whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form.\nCategory A\n(ii)\nIn the latter case, name and address of the entity in charge of keeping the records.\nCategory C\n4.1.5.\nCurrency of the securities issue\nCategory C\n4.1.6.\nRanking 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.\nCategory A\n4.1.7.\nA description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of said rights.\nCategory B\n4.1.8.\nIn 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.\nCategory C\n4.1.9.\nThe issue date of the securities\nCategory C\n4.1.10.\nA description of any restrictions on the free transferability of the securities\nCategory A\n4.1.11.\n(i)\nThe expiration date of the derivative securities\nCategory C\n(ii)\nThe exercise date or final reference date\nCategory C\n4.1.12.\nA description of the settlement procedure of the derivative securities\nCategory B\n4.1.13.\n(i)\nA description of how any return on derivative securities takes place\nCategory B\n(ii)\nthe payment or delivery date\nCategory C\n(iii)\nthe way it is calculated\nCategory B\n4.1.14.\nIn 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:\ninformation on taxes on the income from the securities withheld at source\nindication as to whether the issuer assumes responsibility for the withholding of taxes at source\nCategory A\n4.2.\nInformation concerning the underlying\n4.2.1.\nThe exercise price or the final reference price of the underlying\nCategory C\n4.2.2.\nA statement setting out the type of the underlying\nCategory A\nan indication where information about the past and the further performance of the underlying and its volatility can be obtained\nCategory C\n(i)\nwhere the underlying is a security\n—\nthe name of the issuer of the security\nCategory C\n—\nthe ISIN (international security identification number) or other such security identification code\nCategory C\n(ii)\nwhere the underlying is an index\n—\nthe name of the index\nCategory C\n—\na description of the index if it is composed by the issuer.\nCategory A\n—\nIf the index is not composed by the issuer, where information about the index can be obtained\nCategory C\n(iii)\nwhere the underlying is an interest rate\n—\na description of the interest rate\nCategory C\n(iv)\nothers\n—\nWhere the underlying does not fall within the categories specified above the securities note shall contain equivalent information.\nCategory C\n(v)\nwhere the underlying is a basket of underlyings\n—\ndisclosure of the relevant weightings of each underlying in the basket\nCategory C\n4.2.3.\nA description of any market disruption or settlement disruption events that affect the underlying\nCategory B\n4.2.4.\nAdjustment rules with relation to events concerning the underlying.\nCategory B\n5.\nTERMS AND CONDITIONS OF THE OFFER\n5.1.\nConditions, offer statistics, expected timetable and action required to apply for the offer\n5.1.1.\nConditions to which the offer is subject\nCategory C\n5.1.2.\nTotal 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.\nCategory C\n5.1.3.\n(i)\nThe time period, including any possible amendments, during which the offer will be open\nCategory C\n(ii)\ndescription of the application process.\nCategory C\n5.1.4.\nDetails of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest)\nCategory C\n5.1.5.\nMethod and time limits for paying up the securities and for delivery of the securities\nCategory C\n5.1.6.\nA full description of the manner and date in which results of the offer are to be made public.\nCategory C\n5.2.\nPlan of distribution and allotment\n5.2.1.\n(i)\nThe various categories of potential investors to which the securities are offered\nCategory A\n(ii)\nIf 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.\nCategory C\n5.2.2.\nProcess for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made\nCategory C\n5.3.\nPricing\n5.3.1.\n(i)\nAn indication of the expected price at which the securities will be offered or\nCategory C\n(ii)\nthe method of determining the price and the process for its disclosure\nCategory B\n(iii)\nIndicate the amount of any expenses and taxes specifically charged to the subscriber or purchaser.\nCategory C\n5.4.\nPlacing and Underwriting\n5.4.1.\nName 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.\nCategory C\n5.4.2.\nName and address of any paying agents and depository agents in each country\nCategory C\n5.4.3.\nEntities 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\nCategory C\n5.4.4.\nWhen the underwriting agreement has been or will be reached.\nCategory C\n5.4.5.\nName and address of a calculation agent.\nCategory C\n6.\nADMISSION TO TRADING AND DEALING ARRANGEMENTS\n6.1.\n(i)\nAn 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.\nCategory B\n(ii)\nIf known, give the earliest dates on which the securities will be admitted to trading\nCategory C\n6.2.\nAll 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\nCategory C\n6.3.\nName 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.\nCategory C\n7.\nADDITIONAL INFORMATION\n7.1.\nIf advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted.\nCategory C\n7.2.\nAn 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.\nCategory A\n7.3.\nWhere 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.\nCategory A\n7.4.\nWhere 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\nCategory C\n7.5.\nAn 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.\nCategory C\nAnnex XIII\nInstructions\n1.\nPERSONS RESPONSIBLE\n1.1.\nAll 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.\nCategory A\n1.2.\nA 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.\nCategory A\n2.\nRISK FACTORS\nProminent 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”.\nCategory A\n3.\nKEY INFORMATION\nInterest of natural and legal persons involved in the issue\nA description of any interest, including conflicting ones, that is material to the issue, detailing the persons involved and the nature of the interest.\nCategory C\n4.\nINFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING\n4.1.\nTotal amount of securities being admitted to trading.\nCategory C\n4.2.\n(i)\nA description of the type and the class of the securities being offered and/or admitted to trading,\nCategory B\n(ii)\nthe ISIN (International Security Identification Number) or other such security identification code.\nCategory C\n4.3.\nLegislation under which the securities have been created\nCategory A\n4.4.\n(i)\nAn indication of whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form.\nCategory A\n(ii)\nIn the latter case, name and address of the entity in charge of keeping the records.\nCategory C\n4.5.\nCurrency of the securities issue\nCategory C\n4.6.\nRanking 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.\nCategory A\n4.7.\nA description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights.\nCategory B\n4.8.\n(i)\nNominal interest rate\nCategory C\n(ii)\nProvisions relating to interest payable\nCategory B\n(iii)\nThe date from which interest becomes payable\nCategory C\n(iv)\nThe due dates for interest\nCategory C\n(v)\nThe time limit on the validity of claims to interest and repayment of principal\nCategory B\nWhere the rate is not fixed\n(vi)\nStatement setting out the type of the underlying\nCategory A\n(vii)\ndescription of the underlying on which it is based\nCategory C\n(viii)\nand of the method used to relate the two\nCategory B\n(ix)\nDescription of any market disruption or settlement disruption events that affect the underlying\nCategory B\n(x)\nAdjustment rules with relation to events concerning the underlying\nCategory B\n(xi)\nName of the calculation agent\nCategory C\n4.9.\n(i)\nmaturity date\nCategory C\n(ii)\narrangements 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\nCategory B\n4.10.\n(i)\nAn indication of yield\nCategory C\n4.11.\nRepresentation 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.\nCategory B\n4.12.\nA statement of the resolutions, authorisations and approvals by virtue of which the securities have been created and/or issued.\nCategory C\n4.13.\nThe issue date of the securities\nCategory C\n4.14.\nA description of any restrictions on the free transferability of the securities\nCategory A\n5.\nADMISSION TO TRADING AND DEALING ARRANGEMENTS\n5.1.\n(i)\nIndication of the market where the securities will be traded and for which prospectus has been published.\nCategory B\n(ii)\nIf known, give the earliest dates on which the securities will be admitted to trading.\nCategory C\n5.2.\nName and address of any paying agents and depository agents in each country.\nCategory C\n6.\nEXPENSE OF THE ADMISSION TO TRADING\nAn estimate of the total expenses related to the admission to trading\nCategory C\n7.\nADDITIONAL INFORMATION\n7.1.\nIf advisors are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted.\nCategory C\n7.2.\nAn 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.\nCategory A\n7.3.\nWhere 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.\nCategory A\n7.4.\nWhere 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\nCategory C\n7.5.\n(i)\nCredit ratings assigned to an issuer at the request or with the cooperation of the issuer in the rating process\nCategory A\n(ii)\nCredit ratings assigned to securities at the request or with the cooperation of the issuer in the rating process\nCategory C\nAnnex VIII\nInstructions\n1.\nTHE SECURITIES\n1.1.\nThe minimum denomination of an issue.\nCategory C\n1.2.\nWhere 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.\nCategory C\nIn addition, identify the source(s) of information in the Securities Note that has been reproduced from information published by an undertaking/obligor.\nCategory C\n2.\nTHE UNDERLYING ASSETS\n2.1.\nConfirmation 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.\nCategory A\n2.2.\nIn respect of a pool of discrete assets backing the issue:\n2.2.1.\nThe legal jurisdiction by which the pool of assets is governed\nCategory C\n2.2.2.\n(a)\nIn the case of a small number of easily identifiable obligors, a general description of each obligor\nCategory A\n(b)\nIn all other cases, a description of: the general characteristics of the obligors; and the economic environment,\nCategory B\nas well as global statistical data referred to the securitised assets.\nCategory C\n2.2.3.\nthe legal nature of the assets\nCategory C\n2.2.4.\nthe expiry or maturity date(s) of the assets\nCategory C\n2.2.5.\nthe amount of the assets\nCategory C\n2.2.6.\nloan to value ratio or level of collateralisation\nCategory C\n2.2.7.\nthe 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\nCategory B\n2.2.8.\nan indication of significant representations and collaterals given to the issuer relating to the assets\nCategory C\n2.2.9.\nany 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\nCategory B\n2.2.10.\na 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\nCategory B\n2.2.11.\nWhere 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:\n(a)\ninformation 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\nCategory A\n(b)\nif 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.\nCategory C\n2.2.12.\nIf a relationship exists that is material to the issue, between the issuer, guarantor and obligor, details of the principal terms of that relationship\nCategory C\n2.2.13.\nWhere 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\nCategory B\n2.2.14.\nWhere the assets comprise equity securities that are admitted to trading on a regulated or equivalent market indicate the following:\n(a)\na description of the securities\nCategory C\n(b)\na 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\nCategory C\n(c)\nthe frequency with which prices of the relevant securities, are published.\nCategory C\n2.2.15.\nWhere 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\nCategory A\n2.2.16.\nWhere 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\nCategory A\n2.3.\nIn respect of an actively managed pool of assets backing the issue\n2.3.1.\nequivalent 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\nsee items 2.1 and 2.2\n2.3.2.\nthe 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\nCategory B\n2.4.\nWhere 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\nCategory C\n3.\nSTRUCTURE AND CASH FLOW\n3.1.\nDescription of the structure of the transaction, including, if necessary, a structure diagram\nCategory A\n3.2.\nDescription of the entities participating in the issue and description of the functions to be performed by them\nCategory A\n3.3.\nDescription 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\nCategory B\n3.4.\nAn explanation of the flow of funds including:\n3.4.1.\nhow 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\nCategory B\n3.4.2.\ninformation 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\nCategory B\n3.4.3.\nwithout prejudice to item 3.4.2, details of any subordinated debt finance\nCategory C\n3.4.4\nan indication of any investment parameters for the investment of temporary liquidity surpluses and description of the parties responsible for such investment\nCategory B\n3.4.5.\nhow payments are collected in respect of the assets\nCategory B\n3.4.6.\nthe order of priority of payments made by the issuer to the holders of the class of securities in question\nCategory A\n3.4.7.\ndetails of any other arrangements upon which payments of interest and principal to investors are dependent\nCategory A\n3.5.\nthe name, address and significant business activities of the originators of the securitised assets\nCategory C\n3.6.\nWhere 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\nSee items 2.2 and 2.3\n3.7.\nthe 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\nCategory C\n3.8.\nthe names and addresses and brief description of:\n(a)\nany swap counterparties and any providers of other material forms of credit/liquidity enhancement\nCategory A\n(b)\nthe banks with which the main accounts relating to the transaction are held.\nCategory C\n4.\nPOST ISSUANCE REPORTING\n4.1.\nIndication 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\nCategory C\nAnnex XIV\nInstructions\n1.\nDescription of the underlying share\n1.1.\nDescribe the type and the class of the shares\nCategory A\n1.2.\nLegislation under which the shares have been or will be created\nCategory A\n1.3.\nIndication 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\nCategory A\n1.4.\nIndication of the currency of the shares issue\nCategory A\n1.5.\nA description of the rights, including any limitations of these, attached to the securities and procedure for the exercise of those rights:\nDividend rights:\nfixed date(s) on which the entitlement arises,\ntime limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates,\ndividend restrictions and procedures for non resident holders,\nrate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments.\nVoting rights.\nPre-emption rights in offers for subscription of securities of the same class.\nRight to share in the issuer’s profits.\nRights to share in any surplus in the event of liquidation.\nRedemption provisions.\nConversion provisions.\nCategory A\n1.6.\nIn 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.\nCategory C\n1.7.\nWhere and when the shares will be or have been admitted to trading\nCategory C\n1.8.\nDescription of any restrictions on the free transferability of the shares\nCategory A\n1.9.\nIndication of the existence of any mandatory takeover bids/or squeeze-out and sell-out rules in relation to the shares\nCategory A\n1.10.\nIndication 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\nCategory A\n1.11.\nImpact on the issuer of the underlying share of the exercise of the right and potential dilution effect for the shareholders.\nCategory C\n2.\nWhen 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\nCategory A\nAnnex VI\nInstructions\n1.\nNATURE OF THE GUARANTEE\nA 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).\nWithout 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.\nCategory B\n2.\nSCOPE OF THE GUARANTEE\nDetails 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.\nCategory B\n3.\nINFORMATION TO BE DISCLOSED ABOUT THE GUARANTOR\nThe 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.\nCategory A\n4.\nDOCUMENTS ON DISPLAY\nIndication of the places where the public may have access to the material contracts and other documents relating to the guarantee.\nCategory A\nANNEX XXI\nList of additional information in final terms\nADDITIONAL INFORMATION\nExample(s) of complex derivatives securities as referred to in recital 18 of the Prospectus Regulation\nAdditional provisions, not required by the relevant securities note, relating to the underlying\nCountry(ies) where the offer(s) to the public takes place\nCountry(ies) where admission to trading on the regulated market(s) is being sought\nCountry(ies) into which the relevant base prospectus has been notified\nSeries Number\nTranche Number\nANNEX XXII\nDisclosure requirements in summaries\nGUIDE TO USING THE TABLES\n1.\nSummaries 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.\n2.\nEach summary will be made up of five tables as detailed below.\n3.\nThe 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.\n4.\nWhere an element is not applicable to a prospectus the element should appear in the summary with the mention “not applicable”.\n5.\nTo the extent required by an element, descriptions should be brief.\n6.\nSummaries should not contain cross-references to specific parts of the prospectus.\n7.\nWhere 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.\nSection A —\nIntroduction and warnings\nAnnexes\nElement\nDisclosure requirement\nAll\nA.1\nWarning that:\n[this] summary should be read as introduction to the prospectus;\nany decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor;\nwhere 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\ncivil 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.\nSection B —\nIssuer and any guarantor\nAnnexes\nElement\nDisclosure requirement\n1, 4, 7, 9, 11\nB.1\nThe legal and commercial name of the issuer.\n1, 4, 7, 9, 11\nB.2\nThe domicile and legal form of the issuer, the legislation under which the issuer operates and its country of incorporation.\n1\nB.3\nA 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.\n1\nB.4a\nA description of the most significant recent trends affecting the issuer and the industries in which it operates.\n4, 11\nB.4b\nA description of any known trends affecting the issuer and the industries in which it operates.\n1, 4, 9, 11\nB.5\nIf the issuer is part of a group, a description of the group and the issuer’s position within the group.\n1\nB.6\nIn 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.\nWhether the issuer’s major shareholders have different voting rights if any.\nTo 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.\n1\nB.7\nSelected 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.\nThis 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.\n1, 2\nB.8\nSelected key pro forma financial information, identified as such.\nThe 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.\n1, 4, 9, 11\nB.9\nWhere a profit forecast or estimate is made, state the figure.\n1, 4, 9, 11\nB.10\nA description of the nature of any qualifications in the audit report on the historical financial information.\n3\nB.11\nIf the issuer’s working capital is not sufficient for the issuer’s present requirements an explanation should be included.\n4, 9, 11\nB.12\nUse only the first paragraph of B.7, plus:\nA 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.\nA description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information.\n4, 9, 11\nB.13\nA description of any recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer’s solvency.\n4, 9, 11\nB.14\nB.5 plus:\n“If the issuer is dependent upon other entities within the group, this must be clearly stated.”\n4, 9, 11\nB.15\nA description of the issuer’s principal activities.\n4, 7, 9, 11\nB.16\nUse only the final paragraph of B.6\n5, 13\nB.17\nCredit ratings assigned to an issuer or its debt securities at the request or with the cooperation of the issuer in the rating process.\n6\nB.18\nA description of the nature and scope of the guarantee.\n6\nB.19\nSection 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.\n7\nB.20\nA statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed securities.\n7\nB.21\nA 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.\n7\nB.22\nWhere, 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.\n7\nB.23\nUse only the first paragraph of B.7\n7\nB.24\nA description of any material adverse change in the prospects of the issuer since the date of its last published audited financial statements.\n8\nB.25\nA description of the underlying assets including:\nconfirmation 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\na 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\na description of the legal nature of the assets\nloan to value ratio or level of collateralisation\nWhere a valuation report relating to real property is included in the prospectus, a description of the valuation.\n8\nB.26\nIn 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.\n8\nB.27\nWhere an issuer proposes to issue further securities backed by the same assets a statement to that effect.\n8\nB.28\nA description of the structure of the transaction, including, if necessary, a structure diagram.\n8\nB.29\nA description of the flow of funds including information on swap counterparties and any other material forms of credit/liquidity enhancements and the providers thereof.\n8\nB.30\nThe name and a description of the originators of the securitised assets.\n10\nB.31\nInformation about the issuer of the underlying shares:\nB.1\nB.2\nB.3\nB.4\nB.5\nB.6\nB.7\nB.9\nB.10\nD.4\n10\nB.32\nInformation about the issuer of the depository receipts:\n“Name and registered office of the issuer of the depository receipts.”\n“Legislation under which the issuer of the depository receipts operates and legal form which it has adopted under the legislation.”\n15\nB.33\nThe following information from Annex 1:\nB.1\nB.2\nB.5\nB.6\nB.7\nB.8\nB.9\nB.10\nC.3\nC.7\nD.2\n15\nB.34\nA 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.\n15\nB.35\nThe borrowing and/or leverage limits of the collective investment undertaking. If there are no such limits, include a statement to that effect.\n15\nB.36\nA description of the regulatory status of the collective investment undertaking together with the name of any regulator in its country of incorporation.\n15\nB.37\nA brief profile of a typical investor for whom the collective investment undertaking is designed.\n15\nB.38\nWhere the main body of the prospectus discloses that more than 20 % of the gross assets of the collective investment undertaking may be:\n(a) invested, directly or indirectly, in a single underlying asset, or\n(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\n(c) exposed to the creditworthiness or solvency of any one counterparty\nthe 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.\n15\nB.39\nWhere 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:\n(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\n(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.\n15\nB.40\nA description of the applicant’s service providers including the maximum fees payable.\n15\nB.41\nThe identity and regulatory status of any investment manager, investment advisor, custodian, trustee or fiduciary (including and delegated custody arrangements).\n15\nB.42\nA 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.\n15\nB.43\nIn 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.\n15\nB.44\nB.7 plus:\n“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.”\n15\nB.45\nA description of the collective investment undertaking’s portfolio.\n15\nB.46\nAn indication of the most recent net asset value per security (if applicable).\n16\nB.47\nA description of the issuer, including:\nThe legal name of the issuer and a description of the issuer’s position within the national government framework.\nThe legal form of the issuer.\nAny recent events relevant to the evaluation of the issuer’s solvency.\nA description of the issuer’s economy including its structure with details of its main sectors.\n16\nB.48\nA description/the key facts of public finance and trade information for the 2 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.\n17\nB.49\nA description of the issuer, including:\nThe legal name of the issuer and a description of the issuer’s legal status.\nThe legal form of the issuer.\nA description of the issuer’s purpose and functions.\nThe sources of funding, guarantees and other obligations owed to the issuer by its members.\nAny recent events relevant to the evaluation of the issuer’s solvency.\n17\nB.50\nSelected key historical financial information covering the latest 2 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.\nSection C —\nSecurities\nAnnexes\nElement\nDisclosure requirement\n3, 5, 12, 13\nC.1\nA description of the type and the class of the securities being offered and/or admitted to trading, including any security identification number.\n3, 5, 12, 13\nC.2\nCurrency of the securities issue.\n1\nC.3\nThe number of shares issued and fully paid and issued but not fully paid.\nThe par value per share, or that the shares have not par value.\n3\nC.4\nA description of the rights attached to the securities.\n3, 5, 12, 13\nC.5\nA description of any restrictions on the free transferability of the securities.\n3\nC.6\nAn 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.\n1\nC.7\nA description of dividend policy.\n5, 12, 13\nC.8\nC.4 plus:\n“including ranking”\n“including limitations to those rights”\n5, 13\nC.9\nC.8 plus:\n“the nominal interest rate”\n“the date from which interest becomes payable and the due dates for interest”\n“where the rate is not fixed, description of the underlying on which it is based”\n“maturity date and arrangements for the amortisation of the loan, including the repayment procedures”\n“an indication of yield”\n“name of representative of debt security holders”\n5\nC.10\nC.9 plus:\n“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”\n5, 12\nC.11\nAn 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.\n8\nC.12\nThe minimum denomination of an issue.\n10\nC.13\nInformation about the underlying shares:\nC.1\nC.2\nC.3\nC.4\nC.5\nC.6\nC.7\n10\nC.14\nInformation about the depository receipts:\nC.1\nC.2\nC.4\nC.5\n“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.”\n“Description of the bank or other guarantee attached to the depository receipt and intended to underwrite the issuer’s obligations.”\n12\nC.15\nA 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.\n12\nC.16\nThe expiration or maturity date of the derivative securities – the exercise date or final reference date.\n12\nC.17\nA description of the settlement procedure of the derivative securities.\n12\nC.18\nA description of how the return on derivative securities takes place.\n12\nC.19\nThe exercise price or the final reference price of the underlying.\n12\nC.20\nA description of the type of the underlying and where the information on the underlying can be found.\n13\nC.21\nIndication of the market where the securities will be traded and for which prospectus has been published.\n14\nC.22\nInformation about the underlying share:\n“A description of the underlying share.”\nC.2\nC.4 plus the words “… and procedure for the exercise of those rights”.\n“Where and when the shares will be or have been admitted to trading.”\nC.5\n“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.”\nSection D —\nRisks\nAnnexes\nElement\nDisclosure requirement\n1\nD.1\nKey information on the key risks that are specific to the issuer or its industry\n4, 7, 9, 11, 16, 17\nD.2\nKey information on the key risks that are specific to the issuer.\n3, 5, 13\nD.3\nKey information on the key risks that are specific to the securities.\n10\nD.4\nInformation about the issuer of the underlying shares:\nD.2\n10\nD.5\nInformation about the depository receipts:\nD.3\n12\nD.6\nD.3 plus:\n“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.”\nSection E —\nOffer\nAnnexes\nElement\nDisclosure requirement\n3, 10\nE.1\nThe 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.\n3, 10\nE.2a\nReasons for the offer, use of proceeds, estimated net amount of the proceeds.\n5, 12\nE.2b\nReasons for the offer and use of proceeds when different from making profit and/or hedging certain risks.\n3, 5, 10, 12\nE.3\nA description of the terms and conditions of the offer.\n3, 5, 10, 12, 13\nE.4\nA description of any interest that is material to the issue/offer including conflicting interests.\n3, 10\nE.5\nName of the person or entity offering to sell the security.\nLock-up agreements: the parties involved; and indication of the period of the lock up.\n3, 10\nE.6\nThe amount and percentage of immediate dilution resulting from the offer.\nIn 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.\nAll\nE.7\nEstimated expenses charged to the investor by the issuer or the offeror.\nANNEX XXIII\nProportionate Schedule for Minimum Disclosure Requirements for the Share Registration Document for Rights Issues\n1.\nPERSONS RESPONSIBLE\n1.1.\nAll 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.\n1.2.\nA 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.\n2.\nSTATUTORY AUDITORS\n2.1.\nNames and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body).\n2.2.\nIf auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, indicate details if material.\n3.\nRISK FACTORS\nProminent disclosure of risk factors that are specific to the issuer or its industry in a section headed ‘Risk Factors’.\n4.\nINFORMATION ABOUT THE ISSUER\n4.1.\nThe legal and commercial name of the issuer\n4.2.\nInvestments\n4.2.1.\nA 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.\n4.2.2.\nA 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)\n4.2.3.\nInformation concerning the issuer’s principal future investments on which its management bodies have already made firm commitments.\n5.\nBUSINESS OVERVIEW\n5.1.\nPrincipal Activities\nA 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.\n5.2.\nPrincipal Markets\nA 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 latest published audited financial statements.\n5.3.\nWhere 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 latest published audited financial statements, mention that fact.\n5.4.\nIf 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.\n5.5.\nThe basis for any statements made by the issuer regarding its competitive position.\n6.\nORGANISATIONAL STRUCTURE\n6.1.\nIf the issuer is part of a group, a brief description of the group and the issuer’s position within the group.\n7.\nTREND INFORMATION\n7.1.\nThe 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.\n7.2.\nInformation 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.\n8.\nPROFIT FORECASTS OR ESTIMATES\nIf 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:\n8.1. A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.\nThere 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.\n8.2. 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.\n8.3. The profit forecast or estimate must be prepared on a basis comparable with the historical financial information\n8.4. 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.\n9.\nADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT\n9.1.\nNames, 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:\n(a) members of the administrative, management or supervisory bodies;\n(b) partners with unlimited liability, in the case of a limited partnership with a share capital;\n(c) founders, if the issuer has been established for fewer than 5 years; and\n(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.\nThe nature of any family relationship between any of those persons.\nIn 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:\n(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 5 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;\n(b) any convictions in relation to fraudulent offences for at least the previous 5 years;\n(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 5 years;\n(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 5 years.\nIf there is no such information to be disclosed, a statement to that effect is to be made.\n9.2.\nAdministrative, Management, and Supervisory bodies and Senior Management conflicts of interests\nPotential 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.\nAny 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.\nDetails 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.\n10.\nREMUNERATION AND BENEFITS\nIn 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.\n10.1.\nThe 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.\nThat 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.\n10.2.\nThe total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits.\n11.\nBOARD PRACTICES\nIn 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.:\n11.1. Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office.\n11.2. 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.\n11.3. 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.\n11.4. 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.\n12.\nEMPLOYEES\n12.1.\nShareholdings 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.\n12.2.\nDescription of any arrangements for involving the employees in the capital of the issuer.\n13.\nMAJOR SHAREHOLDERS\n13.1.\nIn 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.\n13.2.\nWhether the issuer’s major shareholders have different voting rights, or an appropriate negative statement.\n13.3.\nTo 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.\n13.4.\nA 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.\n14.\nRELATED PARTY TRANSACTIONS\nIf 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:\n(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.\n(b) The amount or the percentage to which related party transactions form part of the turnover of the issuer.\nIf 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.\n15.\nFINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES\n15.1.\nHistorical Financial Information\nAudited 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.\nFor 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.\nThe 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.\nIf the issuer has been operating in its current area of economic activity for less than 1 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.\nIf the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least:\n(a) balance sheet;\n(b) income statement;\n(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;\n(d) cash flow statement;\n(e) accounting policies and explanatory notes\nThe 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.\n15.2.\nPro forma financial information\nIn 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.\nThis requirement will normally be satisfied by the inclusion of pro forma financial information.\nThis pro forma financial information is to be presented as set out in Annex II and must include the information indicated therein.\nPro forma financial information must be accompanied by a report prepared by independent accountants or auditors.\n15.3.\nFinancial statements\nIf the issuer prepares both own and consolidated annual financial statements, include at least the consolidated annual financial statements in the registration document.\n15.4\nAuditing of historical annual financial information\n15.4.1.\nA 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.\n15.4.2.\nIndication of other information in the registration document which has been audited by the auditors.\n15.4.3.\nWhere 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.\n15.5.\nAge of latest financial information\n15.5.1.\nThe last year of audited financial information may not be older than one of the following:\n(a) 18 months from the date of the registration document if the issuer includes audited interim financial statements in the registration document;\n(b) 15 months from the date of the registration document if the issuer includes unaudited interim financial statements in the registration document.\n15.6.\nInterim and other financial information\n15.6.1.\nIf 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.\n15.6.2.\nIf the registration document is dated more than 9 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 6 months of the financial year.\nThe 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 year end balance sheet.\n15.7.\nDividend policy\nA description of the issuer’s policy on dividend distributions and any restrictions thereon.\n15.7.1.\nThe 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.\n15.8.\nLegal and arbitration proceedings\nInformation 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.\n15.9.\nSignificant change in the issuer’s financial or trading position\nA 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.\n16.\nADDITIONAL INFORMATION\n16.1.\nShare Capital\nThe following information as of the date of the most recent balance sheet included in the historical financial information:\n16.1.1. The amount of issued capital, and for each class of share capital:\n(a) the number of shares authorised;\n(b) the number of shares issued and fully paid and issued but not fully paid;\n(c) the par value per share, or that the shares have no par value; and\n(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.\n16.1.2. If there are shares not representing capital, state the number and main characteristics of such shares.\n16.1.3. 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.\n16.1.4. Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.\n16.1.5. 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.\n17.\nMATERIAL CONTRACTS\nA 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.\nA 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.\n18.\nTHIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST\n18.1.\nWhere 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.\n18.2.\nWhere 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.\n19.\nDOCUMENTS ON DISPLAY\nA statement that for the life of the registration document the following documents (or copies thereof), where applicable, may be inspected:\n(a) the memorandum and articles of association of the issuer;\n(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.\nAn indication of where the documents on display may be inspected, by physical or electronic means.\nANNEX XXIV\nProportionate Schedule for Minimum Disclosure Requirements for the Share Securities Note for Rights Issues\n1.\nPERSONS RESPONSIBLE\n1.1.\nAll 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.\n1.2.\nA 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.\n2.\nRISK FACTORS\nProminent 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”.\n3.\nKEY INFORMATION\n3.1.\nWorking capital Statement\nStatement 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.\n3.2.\nCapitalisation and indebtedness\nA 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.\n3.3.\nInterest of natural and legal persons involved in the issue/offer\nA description of any interest, including conflicting ones that is material to the issue/offer, detailing the persons involved and the nature of the interest.\n3.4.\nReasons for the offer and use of proceeds\nReasons 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.\n4.\nINFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING\n4.1.\nA 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.\n4.2.\nLegislation under which the securities have been created.\n4.3.\nAn 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.\n4.4.\nCurrency of the securities issue.\n4.5.\nA description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights.\nDividend rights:\nFixed date(s) on which the entitlement arises,\nTime limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates,\nDividend restrictions and procedures for non-resident holders,\nRate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments.\nVoting rights.\nPre-emption rights in offers for subscription of securities of the same class.\nRight to share in the issuer’s profits.\nRights to share in any surplus in the event of liquidation.\nRedemption provisions.\nConversion provisions.\n4.6.\nA statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued.\n4.7.\nThe expected issue date of the securities\n4.8.\nA description of any restrictions on the free transferability of the securities\n4.9.\nIn 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:\nInformation on taxes on the income from the securities withheld at source,\nIndication as to whether the issuer assumes responsibility for the withholding of taxes at the source.\n5.\nTERMS AND CONDITIONS OF THE OFFER\n5.1\nConditions, offer statistics, expected timetable and action required to apply for the offer\n5.1.1.\nConditions to which the offer is subject.\n5.1.2.\nTotal amount of the issue/offer.\n5.1.3.\nThe time period, including any possible amendments, during which the offer will be open and description of the application process.\n5.1.4.\nAn indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation can occur after dealing has begun.\n5.1.5.\nA description of the possibility to reduce subscriptions and the manner for refunding excess amount paid by applicants.\n5.1.6.\nDetails of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest).\n5.1.7.\nAn indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription.\n5.1.8.\nMethod and time limits for paying up the securities and for delivery of the securities.\n5.1.9.\nA full description of the manner and date in which results of the offer are to be made public.\n5.1.10.\nThe procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised.\n5.2.\nAllotment\n5.2.1.\nTo 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.\n5.2.2.\nProcess for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made.\n5.3.\nPricing\n5.3.1.\nAn 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.\n5.3.2.\nProcess for the disclosure of the offer price.\n5.3.3.\nIf 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.\n5.4.\nPlacing and Underwriting\n5.4.1.\nName 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\n5.4.2.\nName and address of any paying agents and depository agents in each country.\n5.4.3.\nName 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.\n5.4.4.\nWhen the underwriting agreement has been or will be reached.\n6.\nADMISSION TO TRADING AND DEALING ARRANGEMENTS\n6.1.\nAn 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.\n6.2.\nAll 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.\n6.3.\nIf 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.\n6.4.\nDetails 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.\n7.\nLOCK-UP AGREEMENTS\n7.1.\nLock-up agreements\nThe parties involved.\nContent and exceptions of the agreement.\nIndication of the period of the lock up.\n8.\nEXPENSE OF THE ISSUE/OFFER\n8.1.\nThe total net proceeds and an estimate of the total expenses of the issue/offer.\n9.\nDILUTION\n9.1.\nThe amount and percentage of immediate dilution resulting from the issue/offer.\n9.2.\nThe amount and percentage of immediate dilution if they do not subscribe to the new offer.\n10.\nADDITIONAL INFORMATION\n10.1.\nIf advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted.\n10.2.\nAn 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.\n10.3.\nWhere 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.\n10.4.\nWhere 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.\nANNEX XXV\nProportionate Schedule for Minimum Disclosure Requirements for the Share Registration Document for SMEs and companies with reduced market capitalisation\n1.\nPERSONS RESPONSIBLE\n1.1.\nAll 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.\n1.2.\nA 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.\n2.\nSTATUTORY AUDITORS\n2.1.\nNames and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body).\n2.2.\nIf auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, indicate details if material.\n3.\nSELECTED FINANCIAL INFORMATION\n3.1.\nSelected 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.\nThe selected historical financial information must provide the key figures that summarise the financial condition of the issuer.\n3.2.\nIf 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.\n4.\nRISK FACTORS\nProminent disclosure of risk factors that are specific to the issuer or its industry in a section headed ‘Risk Factors’.\n5.\nINFORMATION ABOUT THE ISSUER\n5.1.\nHistory and Development of the Issuer\n5.1.1.\nthe legal and commercial name of the issuer;\n5.1.2.\nthe place of registration of the issuer and its registration number;\n5.1.3.\nthe date of incorporation and the length of life of the issuer, except where indefinite;\n5.1.4.\nthe 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);\n5.1.5.\nthe important events in the development of the issuer’s business.\n5.2.\nInvestments\n5.2.1.\nA 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.\n5.2.2.\nA 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).\n5.2.3.\nInformation 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.\n6.\nBUSINESS OVERVIEW\n6.1.\nPrincipal Activities\nA 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.\n6.2.\nPrincipal Markets\nA 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.\n6.3.\nWhere the information given pursuant to items 6.1. and 6.2. has been influenced by extraordinary factors, mention that fact.\n6.4.\nIf 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.\n6.5.\nThe basis for any statements made by the issuer regarding its competitive position.\n7.\nORGANISATIONAL STRUCTURE\n7.1.\nIf the issuer is part of a group, a brief description of the group and the issuer’s position within the group.\n7.2.\nIf 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.\n8.\nPROPERTY, PLANTS AND EQUIPMENT\n8.1.\nA description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets.\n9.\nOPERATING AND FINANCIAL REVIEW\nThe 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:\n9.1.\nFinancial Condition\nTo 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.\n9.2.\nOperating Results\n9.2.1.\nInformation 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.\n9.2.2.\nWhere the financial statements disclose material changes in net sales or revenues, provide a narrative discussion of the reasons for such changes.\n9.2.3.\nInformation 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.\n10.\nCAPITAL RESOURCES\n10.1.\nAn explanation of the sources and amounts of and a narrative description of the issuer’s cash flows;\n10.2.\nInformation regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the issuer’s operations.\n11.\nRESEARCH AND DEVELOPMENT, PATENTS AND LICENCES\nWhere 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.\n12.\nTREND INFORMATION\n12.1.\nThe 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.\n12.2.\nInformation 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.\n13.\nPROFIT FORECASTS OR ESTIMATES\nIf 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:\n13.1. A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.\nThere 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.\n13.2. 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.\n13.3. The profit forecast or estimate must be prepared on a basis comparable with the historical financial information\n13.4. 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.\n14.\nADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT\n14.1.\nNames, 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:\n(a) members of the administrative, management or supervisory bodies;\n(b) partners with unlimited liability, in the case of a limited partnership with a share capital;\n(c) founders, if the issuer has been established for fewer than 5 years; and\n(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.\nThe nature of any family relationship between any of those persons.\nIn 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:\n(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 5 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;\n(b) any convictions in relation to fraudulent offences for at least the previous 5 years;\n(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 5 years;\n(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 5 years.\nIf there is no such information to be disclosed, a statement to that effect is to be made.\n14.2.\nAdministrative, Management, and Supervisory bodies and Senior Management conflicts of interests\nPotential 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.\nAny 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.\nDetails 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.\n15.\nREMUNERATION AND BENEFITS\nIn 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.\n15.1. 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.\nThat 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.\n15.2. The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits.\n16.\nBOARD PRACTICES\nIn 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.\n16.1. Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office.\n16.2. 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.\n16.3. 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.\n16.4. 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.\n17.\nEMPLOYEES\n17.1.\nEither 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.\n17.2.\nShareholdings 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.\n17.3.\nDescription of any arrangements for involving the employees in the capital of the issuer.\n18.\nMAJOR SHAREHOLDERS\n18.1.\nIn 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.\n18.2.\nWhether the issuer’s major shareholders have different voting rights, or an appropriate negative statement.\n18.3.\nTo 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.\n18.4.\nA 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.\n19.\nRELATED PARTY TRANSACTIONS\nIf 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:\n(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.\n(b) The amount or the percentage to which related party transactions form part of the turnover of the issuer.\nIf 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.\n20.\nFINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES\n20.1.\nHistorical Financial Information\nA statement that audited historical financial information covering the latest 2 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.\nThe audit report in respect of each year must be included.\nFor 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.\n20.2.\nPro forma financial information\nIn 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.\nThis requirement will normally be satisfied by the inclusion of pro forma financial information.\nThis pro forma financial information is to be presented as set out in Annex II and must include the information indicated therein.\nPro forma financial information must be accompanied by a report prepared by independent accountants or auditors.\n20.3.\nAuditing of historical annual financial information\n20.3.1.\nA 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.\n20.3.2.\nIndication of other information in the registration document which has been audited by the auditors.\n20.3.3.\nWhere 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.\n20.4.\nAge of latest financial information\n20.4.1.\nThe last year of audited financial information may not be older than one of the following:\n(a) 18 months from the date of the registration document if the issuer includes audited interim financial statements in the registration document;\n(b) 15 months from the date of the registration document if the issuer includes unaudited interim financial statements in the registration document.\n20.5.\nInterim and other financial information\n20.5.1.\nIf 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.\n20.6.\nDividend policy\nA description of the issuer’s policy on dividend distributions and any restrictions thereon.\n20.6.1.\nThe 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.\n20.7.\nLegal and arbitration proceedings\nInformation 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.\n20.8.\nSignificant change in the issuer’s financial or trading position\nA 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.\n21.\nADDITIONAL INFORMATION\n21.1.\nShare Capital\nThe following information as of the date of the most recent balance sheet included in the historical financial information:\n21.1.1. The amount of issued capital, and for each class of share capital:\n(a) the number of shares authorised;\n(b) the number of shares issued and fully paid and issued but not fully paid;\n(c) the par value per share, or that the shares have no par value; and\n(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.\n21.1.2. If there are shares not representing capital, state the number and main characteristics of such shares.\n21.1.3. 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.\n21.1.4. 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.\n21.1.5. Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.\n21.1.6. 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.\n21.1.7. A history of share capital, highlighting information about any changes, for the period covered by the historical financial information.\n21.2.\nMemorandum and Articles of Association\n21.2.1.\nA description of the issuer’s objects and purposes and where they can be found in the memorandum and articles of association.\n21.2.2.\nA 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.\n21.2.3.\nA description of the rights, preferences and restrictions attaching to each class of the existing shares.\n21.2.4.\nA 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.\n21.2.5.\nA 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.\n21.2.6.\nA 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.\n21.2.7.\nAn indication of the articles of association, statutes, charter or bylaw provisions, if any, governing the ownership threshold above which shareholder ownership must be disclosed.\n21.2.8.\nA 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.\n22.\nMATERIAL CONTRACTS\nA 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 2 years immediately preceding publication of the registration document.\nA 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.\n23.\nTHIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST\n23.1.\nWhere 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.\n23.2.\nWhere 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.\n24.\nDOCUMENTS ON DISPLAY\nA statement that for the life of the registration document the following documents (or copies thereof), where applicable, may be inspected:\n(a) the memorandum and articles of association of the issuer;\n(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;\n(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 2 financial years preceding the publication of the registration document.\nAn indication of where the documents on display may be inspected, by physical or electronic means.\n25.\nINFORMATION ON HOLDINGS\nInformation 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.\nANNEX XXVI\nProportionate Schedule for Minimum Disclosure Requirements for the Debt and Derivative Securities < 100 000 EUR Registration Document for SMEs and companies with reduced market capitalisation\n1.\nPERSONS RESPONSIBLE\n2.\nSTATUTORY AUDITORS\n3.\nSELECTED FINANCIAL INFORMATION\n4.\nRISK FACTORS\n5.\nINFORMATION ABOUT THE ISSUER\n6.\nBUSINESS OVERVIEW\n7.\nORGANISATIONAL STRUCTURE\n8.\nTREND INFORMATION\n9.\nPROFIT FORECASTS OR ESTIMATES\n10.\nADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES\n11.\nBOARD PRACTICES\n12.\nMAJOR SHAREHOLDERS\n13.\nFINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES\n13.1.\nHistorical Financial Information\nA 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.\nThe audit report must be included.\nFor 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.\n13.2.\nAuditing of historical annual financial information\n13.2.1.\nA 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.\n13.2.2.\nIndication of other information in the registration document which has been audited by the auditors.\n13.2.3.\nWhere 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.\n13.3.\nInterim and other financial information\nIf 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.\n13.4.\nLegal and arbitration proceedings\nInformation 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.\n13.5.\nSignificant change in the issuer’s financial or trading position\nA 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.\n14.\nADDITIONAL INFORMATION\n15.\nMATERIAL CONTRACTS\n16.\nTHIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST\n17.\nDOCUMENTS ON DISPLAY\nANNEX XXVII\nProportionate 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)\n1.\nPERSONS RESPONSIBLE\n2.\nSTATUTORY AUDITORS\n3.\nRISK FACTORS\n4.\nINFORMATION ABOUT THE ISSUER\n5.\nBUSINESS OVERVIEW\n6.\nORGANISATIONAL STRUCTURE\n7.\nTREND INFORMATION\n8.\nPROFIT FORECASTS OR ESTIMATES\n9.\nADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES\n10.\nMAJOR SHAREHOLDERS\n11.\nFINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES\n11.1.\nHistorical Financial Information\nA 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.\nThe audit report must be included.\nFor 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.\n11.2.\nAuditing of historical annual financial information\n11.2.1.\nA 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.\n11.2.2.\nIndication of other information in the registration document which has been audited by the auditors.\n11.2.3.\nWhere 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.\n11.3.\nInterim and other financial information\nIf 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.\n11.4.\nLegal and arbitration proceedings\nInformation 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.\n11.5.\nSignificant change in the issuer’s financial or trading position\nA 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.\n12.\nMATERIAL CONTRACTS\n13.\nTHIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST\n14.\nDOCUMENTS ON DISPLAY\nANNEX XXVIII\nProportionate Schedule for Minimum Disclosure Requirements for the Depositary Receipts issued over shares for SMEs and companies with reduced market capitalisation\n1.\nPERSONS RESPONSIBLE\n1.1.\nAll 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.\n1.2.\nA 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.\n2.\nSTATUTORY AUDITORS\n2.1.\nNames and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body).\n2.2.\nIf auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, indicate details if material.\n3.\nSELECTED FINANCIAL INFORMATION\n3.1.\nSelected 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.\nThe selected historical financial information must provide the key figures that summarise the financial condition of the issuer.\n3.2.\nIf 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.\n4.\nRISK FACTORS\nProminent disclosure of risk factors that are specific to the issuer or its industry in a section headed ‘Risk Factors’.\n5.\nINFORMATION ABOUT THE ISSUER\n5.1.\nHistory and Development of the Issuer\n5.1.1.\nthe legal and commercial name of the issuer;\n5.1.2.\nthe place of registration of the issuer and its registration number;\n5.1.3.\nthe date of incorporation and the length of life of the issuer, except where indefinite;\n5.1.4.\nthe 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);\n5.1.5.\nthe important events in the development of the issuer’s business.\n5.2.\nInvestments\n5.2.1.\nA 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.\n5.2.2.\nA 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);\n5.2.3.\n‘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.’\n6.\nBUSINESS OVERVIEW\n6.1.\nPrincipal Activities\n6.1.1.\nA 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.\n6.2.\nPrincipal Markets\nA 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.\n6.3.\nWhere the information given pursuant to items 6.1. and 6.2. has been influenced by extraordinary factors, mention that fact.\n6.4.\nIf 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.\n6.5.\nThe basis for any statements made by the issuer regarding its competitive position.\n7.\nORGANISATIONAL STRUCTURE\n7.1.\nIf the issuer is part of a group, a brief description of the group and the issuer’s position within the group.\n8.\nPROPERTY, PLANTS AND EQUIPMENT\n8.1.\nA description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets.\n9.\nOPERATING AND FINANCIAL REVIEW\nThe 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:\n9.1.\nFinancial Condition\nTo 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.\n9.2.\nOperating Results\n9.2.1.\nInformation 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.\n9.2.2.\nWhere the financial statements disclose material changes in net sales or revenues, provide a narrative discussion of the reasons for such changes.\n9.2.3.\nInformation 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.\n10.\nCAPITAL RESOURCES\n10.1.\nAn explanation of the sources and amounts of and a narrative description of the issuer’s cash flows;\n10.2.\nInformation regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the issuer’s operations.\n11.\nRESEARCH AND DEVELOPMENT, PATENTS AND LICENCES\nWhere 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.\n12.\nTREND INFORMATION\n12.1.\nThe 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.\n12.2.\nInformation 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.\n13.\nPROFIT FORECASTS OR ESTIMATES\nIf 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:\n13.1. A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.\nThere 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.\n13.2. 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.\n13.3. The profit forecast or estimate must be prepared on a basis comparable with the historical financial information\n13.4. 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.\n14.\nADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT\n14.1.\nNames, 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:\n(a) members of the administrative, management or supervisory bodies;\n(b) partners with unlimited liability, in the case of a limited partnership with a share capital;\n(c) founders, if the issuer has been established for fewer than 5 years; and\n(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.\nThe nature of any family relationship between any of those persons.\nIn 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:\n(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 5 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;\n(b) any convictions in relation to fraudulent offences for at least the previous 5 years;\n(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 5 years;\n(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 5 years.\nIf there is no such information to be disclosed, a statement to that effect is to be made.\n14.2.\nAdministrative, Management, and Supervisory bodies and Senior Management conflicts of interests\nPotential 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.\nAny 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.\n15.\nREMUNERATION AND BENEFITS\nIn 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.\n15.1. 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.\nThis 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.\n15.2. The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits.\n16.\nBOARD PRACTICES\nIn 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:\n16.1. Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office.\n16.2. 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.\n16.3. 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.\n16.4. 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.\n17.\nEMPLOYEES\n17.1.\nEither 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.\n17.2.\nShareholdings 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.\n17.3.\nDescription of any arrangements for involving the employees in the capital of the issuer.\n18.\nMAJOR SHAREHOLDERS\n18.1.\nIn 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.\n18.2.\nWhether the issuer’s major shareholders have different voting rights, or an appropriate negative statement.\n18.3.\nTo 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.\n18.4.\nA 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.\n19.\nRELATED PARTY TRANSACTIONS\n‘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:\n(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.\n(b) The amount or the percentage to which related party transactions form part of the turnover of the issuer.’\nIf 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.\n20.\nFINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES\n20.1.\nHistorical Financial Information\nA statement that audited historical financial information covering the latest 2 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.\nThe audit report in respect of each year must be included.\nFor 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.\n20.2\nAuditing of historical annual financial information\n20.2.1.\nA 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.\n20.2.2.\nIndication of other information in the registration document which has been audited by the auditors.\n20.2.3.\nWhere 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.\n20.3.\nAge of latest financial information\n20.3.1.\nThe last year of audited financial information may not be older than one of the following:\n(a) 18 months from the date of the registration document if the issuer includes audited interim financial statements in the registration document;\n(b) 15 months from the date of the registration document if the issuer includes unaudited interim financial statements in the registration document.\n20.4.\nInterim and other financial information\n20.4.1.\nIf 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.\n20.5.\nDividend policy\nA description of the issuer’s policy on dividend distributions and any restrictions thereon.\n20.5.1.\nThe 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.\n20.6.\nLegal and arbitration proceedings\nInformation 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.\n20.7.\nSignificant change in the issuer’s financial or trading position\nA 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.\n21.\nADDITIONAL INFORMATION\n21.1.\nShare Capital\nThe following information as of the date of the most recent balance sheet included in the historical financial information:\n21.1.1. The amount of issued capital, and for each class of share capital:\n(a) the number of shares authorised;\n(b) the number of shares issued and fully paid and issued but not fully paid;\n(c) the par value per share, or that the shares have no par value; and\n(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.\n21.1.2. If there are shares not representing capital, state the number and main characteristics of such shares.\n21.1.3. 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.\n21.1.4. 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.\n21.1.5. Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.\n21.1.6. 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.\n21.1.7. A history of share capital, highlighting information about any changes, for the period covered by the historical financial information.\n21.2.\nMemorandum and Articles of Association\n21.2.1.\nA description of the issuer’s objects and purposes and where they can be found in the memorandum and articles of association.\n21.2.2.\nA 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.\n21.2.3.\nA description of the rights, preferences and restrictions attaching to each class of the existing shares.\n21.2.4.\nA 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.\n21.2.5.\nA 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.\n21.2.6.\nA 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.\n21.2.7.\nAn indication of the articles of association, statutes, charter or bylaw provisions, if any, governing the ownership threshold above which shareholder ownership must be disclosed.\n21.2.8.\nA 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.\n22.\nMATERIAL CONTRACTS\nA 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 2 years immediately preceding publication of the registration document.\nA 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.\n23.\nTHIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST\n23.1.\nWhere 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.\n23.2.\nWhere 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.\n24.\nDOCUMENTS ON DISPLAY\nA statement that for the life of the registration document the following documents (or copies thereof), where applicable, may be inspected:\n(a) the memorandum and articles of association of the issuer;\n(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;\n(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 2 financial years preceding the publication of the registration document.\nAn indication of where the documents on display may be inspected, by physical or electronic means.\n25.\nINFORMATION ON HOLDINGS\nInformation 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.\n26.\nINFORMATION ABOUT THE ISSUER OF THE DEPOSITARY RECEIPTS\n27.\nINFORMATION ABOUT THE UNDERLYING SHARES\n28.\nINFORMATION REGARDING THE DEPOSITARY RECEIPTS\n29.\nINFORMATION ABOUT THE TERMS AND CONDITIONS OF THE OFFER OF THE DEPOSITARY RECEIPTS\n30.\nADMISSION TO TRADING AND DEALING ARRANGEMENTS IN THE DEPOSITARY RECEIPTS\n31.\nKEY INFORMATION ABOUT THE ISSUE OF THE DEPOSITARY RECEIPTS\n32.\nEXPENSE OF THE ISSUE/OFFER OF THE DEPOSITARY RECEIPTS\nANNEX XXIX\nProportionate Schedule for Minimum Disclosure Requirements for Issues by Credit Institutions referred to in Article 1(2)(j) of Directive 2003/71/EC\nMinimum Disclosure Requirements for issues by credit institutions referred to in Article 1(2)(j) of Directive 2003/71/EC\n1.\nPERSONS RESPONSIBLE\n2.\nSTATUTORY AUDITORS\n3.\nRISK FACTORS\n4.\nINFORMATION ABOUT THE ISSUER\n5.\nBUSINESS OVERVIEW\n6.\nORGANISATIONAL STRUCTURE\n7.\nTREND INFORMATION\n8.\nPROFIT FORECASTS OR ESTIMATES\n9.\nADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES\n10.\nMAJOR SHAREHOLDERS\n11.\nFINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES\nAudited 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.\n12.\nMATERIAL CONTRACTS\n13.\nTHIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST\n14.\nDOCUMENTS ON DISPLAY",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "footnote",
      "label": "f1",
      "text": "If a component of the formula is 0 or 1 and the respective component is not used for a specific issue, there should be the possibility to render the formula in the final terms without the unapplied component."
    },
    {
      "type": "footnote",
      "label": "f2",
      "text": "Sub-items as in Annex IV of Regulation (EC) No 809/2004, except the amendment in item 13 (Financial Information)."
    },
    {
      "type": "footnote",
      "label": "f3",
      "text": "Sub-items as in Annex IX of Regulation (EC) No 809/2004, except the amendment in item 11 (Financial Information)."
    },
    {
      "type": "footnote",
      "label": "f4",
      "text": "For Items 26-32, Sub-items as in Annex X of Regulation (EC) No 809/2004."
    },
    {
      "type": "footnote",
      "label": "f5",
      "text": "Sub-items as in Annex XI of Regulation (EC) No 809/2004, except the amendment in item 11.1 (Historical Financial Information)."
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/eur/2012/486/annex",
    "retrieved_at": "2026-11-01T14:49:24.348385+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}