Prospectus Directive Regulation (EC/809/2004), as amended.

Transcription

1 Prospectus Directive Regulatio (EC/809/2004), as ameded.

2 Disclaimer This briefig ote has bee prepared as a referece tool to illustrate the chages to Prospectus Directive Regulatio EC 809/2004 1, as ameded 2 with effect from. It is ot a formal or official draft ad should ot be relied upo or take as represetig legal advice. Whilst every attempt has bee made to esure the accuracy of the text, o resposibility is take for its cotet ad readers should also refer to the uderlyig regulatios. Backgroud Directive 2010/73/EU, which ameded the Prospectus Directive (Directive 2003/71/EC) ad Trasparecy Directive (Directive 2004/109/EC), required the Europea Commissio to legislate for various delegated acts, such as the format of fial terms ad summaries. I Jauary 2011, the Commissio madated the Europea Securities ad Markets Authority (ESMA) to provide techical advice o these delegated acts. Part I of the Europea Commissio s madate to ESMA related to the: format of the fial terms to a base prospectus; format of the summary of the prospectus ad the detailed cotet ad specific form of the key iformatio to be icluded i the summary; ad proportioate disclosure regime itroduced for some pre-emptive offers of equity securities, offers by SMEs ad issuers with reduced market capitalisatio, ad offers of o-equity securities referred to i Article 1(2)(j) by credit istitutios. Part II of the Europea Commissio s madate to ESMA related to a issuer s coset to use of the prospectus ad certai other techical chages, for example, relatig to iformatio o uderlyig idexes ad the requiremet for a report prepared by idepedet accoutats or auditors. I October 2011, ESMA made its recommedatios o Part I of the madate to the Europea Commissio i its fial report. O 30 March 2012, the Europea Commissio published a amedig regulatio to implemet certai of these recommeded chages to Prospectus Directive Regulatio EC 809/2004 with effect from 1 July The amedig regulatio (Commissio Delegated Regulatio (EU) No 486/2012 of 30 March 2012 amedig Regulatio (EC) No 809/2004 as regards the format ad the cotet of the prospectus, the base prospectus, the summary ad the fial terms ad as regards the disclosure requiremets - submit=search&ihmlag=e - the First Amedig Regulatio) was published i the Official Joural of the Europea Uio (editio L 150) o 9 Jue It comes ito force o 1 July O 1 March 2012, ESMA made its recommedatios o Part II of the madate to the Europea Commissio i its fial report. O 4 Jue 2012, the Europea Commissio published a further amedig regulatio (the Secod Draft Amedig Regulatio) to implemet certai of these recommeded chages with effect from 1 July The Secod Draft Amedig Regulatio ( is ot yet i force ad is subject to the right of the Europea Parliamet ad the Coucil to express objectios. Directive 2010/73/EU provides that if the Parliamet ad Coucil do ot object withi a three moth period (or, i some cases, a exteded period), acts are adopted ad published i the Official Joural of the Europea Uio. For ease of referece, the First Amedig Regulatio ad the Secod Draft Amedig Regulatio are referred to, together, i this briefig ote as the Amedig Regulatios. Recitals This briefig ote does ot iclude the Recitals to Prospectus Directive Regulatio EC 809/ Prospectus Directive Regulatio EC 809/2004 of 29 April 2004 implemetig Directive 2003/71/EC of the Europea Parliamet ad of the Coucil as regards iformatio cotaied i prospectuses as well as the format, icorporatio by referece ad publicatio of such prospectuses ad dissemiatio of advertisemets ( 2 Prospectus Directive Regulatio EC 809/2004 was previously ameded, icludig by Regulatios i 2007, 2008 ad For ease of referece, these earlier chages are icorporated ito the documet ad are ot blacklied. The previous amedig Regulatios reflected are: Commissio Regulatio (EC) No 211/2007 of 27 February 2007 amedig Regulatio (EC) No 809/2004 implemetig Directive 2003/71/EC of the Europea Parliamet ad of the Coucil as regards fiacial iformatio i prospectuses where the issuer has a complex fiacial history or has made a sigificat fiacial commitmet ( ad Commissio Regulatio (EC) No 1289/2008 of 12 December 2008 ad the later Commissio delegated Regulatio (EU) No 311/2012 of 21 December 2011, both of which ameded Commissio Regulatio (EC) No 809/2004 implemetig Directive 2003/71/EC of the Europea Parliamet ad of the Coucil as regards elemets related to prospectuses ad advertisemets ( ad

3 A importat ote about trasitioal provisios ad the Amedig Regulatios The Amedig Regulatios each cotai trasitioal provisios (commoly referred to as gradfatherig ). The mai body of this blacklie documet does ot illustrate these trasitioal provisios. Istead, they are set out below. The First Amedig Regulatio, at Article 2 of the Regulatio, states: Article 2 Trasitioal provisio 1. Poit (3), poits (9)(a) to (d), poits (10), (11) ad (12) of Article 1 shall ot apply to the approval of a supplemet to a prospectus or base prospectus where the prospectus or base prospectus was approved before 1 July Where i accordace with Article 18 of Directive 2003/73/CE (sic) the competet authority of the home Member State otifies the competet authority of the host Member State with a certificate of approval i relatio to a prospectus or a base prospectus approved before 1 July 2012, the competet authority of the home Member State shall clearly ad explicitly idicate i the certificate that the prospectus or base prospectus was approved before 1 July Poits (3), (9)(a) to (d), (10), (11) ad (12) of Article 1, metioed i the trasitioal relief provisios i Article 2 of the First Amedig Regulatio, relate to the chages to categories of iformatio i the base prospectus ad fial terms ad to the cotet of the summary of the prospectus. The chages are set out i the ew provisios i Article 2a, Article 22(1), 22(1a), 22(4) ad 22(5)(1a), Article 24, Article 25(5) ad Article 26(5) ad 26(5a) idicated i this blacklie. The Secod Draft Amedig Regulatio, at Article 2 of the Regulatio, similarly, states: Article 2 Trasitioal provisio 1. This Regulatio shall ot apply to the approval of a supplemet to a prospectus or base prospectus where the prospectus or base prospectus was approved before 1 July Where i accordace with Article 18 of Directive 2003/71/CE the competet authority of the home Member State otifies the competet authority of the host Member State with a certificate of approval i relatio to a prospectus or a base prospectus approved before 1 July 2012, the competet authority of the home Member State shall clearly ad explicitly idicate i the certificate that the prospectus or base prospectus was approved before 1 July 2012 Cliet briefig For further commetary regardig the First Amedig Regulatio ad the trasitioal provisios, please refer to the Clifford Chace cliet briefig of 3 April 2012 Draft Prospectus Directive Regulatio chages published what are the cosequeces? (

4 cotets Chapter I: Subject matter ad defiitios...1 Chapter II: Miimum iformatio...3 Chapter III: Format of the prospectus, base prospectus ad supplemets...10 Chapter IIIa: Proportioate disclosure regime...13 Chapter IV: Iformatio icorporated by referece...14 Chapter V: Publicatio ad dissemiatio of advertisemets...15 Chapter VI: Trasitioal ad fial provisios...17 Aexes...19 Aex I: Miimum Disclosure Requiremets for Share Registratio Documet...20 Aex II: Pro forma Fiacial Iformatio Buildig Block...29 Aex III: Miimum Disclosure Requiremets for Share Securities Note...30 Aex IV: Miimum Disclosure Requiremets for Debt ad Derivatives Securities Registratio Documets with a deomiatio of less tha EUR 100, Aex V: Miimum Disclosure Requiremets for the Securities Note Related to Debt Securities with a deomiatio of less tha EUR 100, Aex VI: Miimum Disclosure Requiremets for Guaratees...43 Aex VII: Miimum Disclosure Requiremets for Asset Backed Securities Registratio Documet...44 Aex VIII: Miimum Disclosure Requiremets for the Asset Backed Securities...48 Aex IX: Miimum Disclosure Requiremets for Debt ad Derivatives Securities Registratio Documets with a deomiatio per uit of at least EUR 100, Aex X: Miimum Disclosure Requiremets for Depositary Receipts Issued Over Shares...55 Aex XI: Miimum Disclosure Requiremets for the Baks Registratio Documet...70 Aex XII: Miimum Disclosure Requiremets for the Securities Note for Derivative Securities...74 Aex XIII: Miimum Disclosure Requiremets for the Securities Note Related to Debt Securities with a Deomiatio of at least EUR 100,

5 cotets Aex XIV: Additioal Iformatio Buildig Block o Uderlyig Share for Some Equity Securities...80 Aex XV: Miimum Disclosure Requiremets for the Registratio Documet for Securities Issued by Collective Ivestmet Udertakigs of the Closed-ed Type...81 Aex XVI: Miimum Disclosure Requiremets for the Registratio Documet for Securities Issued by Member States, third Coutries ad their Regioal ad Local Authorities...84 Aex XVII: Miimum Disclosure Requiremets for the Registratio Documet for Securities Issued by Public Iteratioal Bodies...86 Aex XVIII: Table of Combiatios...88 Aex XIX: List of Specialist Issuers...91 Aex XX: List of Securities Note Schedules ad Buildig Block(s)...92 Aex XXI: List of Additioal Iformatio Aex XXII: Disclosure Requiremets i Summaries Aex XXIII: Proportioate Schedule for Rights Issues Aex XXIV: Proportioate Schedule for Miimum Disclosure Requiremets for the Share Securities Note for Rights Issues Aex XXV: Proportioate Schedule for Miimum Disclosure Requiremets for SMEs ad Compaies with Reduced Market Capitalisatio Aex XXVI: Proportioate Schedule for Miimum Disclosure Requiremets for the Debt ad Derivative Securities < EUR Registratio Documet Aex XXVII: Proportioate Schedule for Miimum Disclosure Requiremets for the Debt ad Derivative Securities > EUR Registratio Documet Aex XXVIII: Proportioate Schedule for Miimum Disclosure Requiremets for the Depositary Receipts Issued Over Shares for SMEs ad Compaies with reduced Market Capitalisatio Aex XXIX: Proportioate Schedule for issues by Credit Istitutios Aex XXX: Additioal iformatio regardig coset as referred to i Article 20a (Additioal buildig block) Cotact Details...152

6 1 Prospectus Directive Regulatio (EC/809/2004), as ameded HAS ADOPTED THIS REGULATION: Chapter I Subject matter ad defiitios Article 1 Subject matter This Regulatio lays dow: (1) the format of prospectus referred to i Article 5 of Directive 2003/71/EC; (2) the miimum iformatio requiremets to be icluded i a prospectus provided for i Article 7 of Directive 2003/71/EC; (3) the modalities accordig to which iformatio ca be icorporated by referece i a prospectus provided for i Article 11 of Directive 2003/71/EC; (4) the publicatio methods of a prospectus i order to esure that a prospectus is publicly available accordig to Article 14 of Directive 2003/71/EC; (5) the methods of dissemiatio of advertisemets referred to i Article 15 of Directive 2003/71/EC. Article 2 Defiitios For the purposes of this Regulatio, the followig defiitios shall apply i additio to those laid dow i Directive 2003/71/EC: (1) Schedule meas a list of miimum iformatio requiremets adapted to the particular ature of the differet types of issuers ad/or the differet securities ivolved; (2) Buildig block meas a list of additioal iformatio requiremets, ot icluded i oe of the schedules, to be added to oe or more schedules, as the case may be, depedig o the type of istrumet ad/or trasactio for which a prospectus or base prospectus is draw up; (3) Risk factors meas a list of risks which are specific to the situatio of the issuer ad/or the securities ad which are material for takig ivestmet decisios; (4) Special purpose vehicle meas a issuer whose objects ad purposes are primarily the issue of securities; (5) Asset backed securities meas securities which: (a) represet a iterest i assets, icludig ay rights iteded to assure servicig, or the receipt or timeliess of receipts by holders of assets of amouts payable there uder; or (b) are secured by assets ad the terms of which provide for paymets which relate to paymets or reasoable projectios of paymets calculated by referece to idetified or idetifiable assets; (6) Umbrella collective ivestmet udertakig meas a collective ivestmet udertakig ivested i oe or more collective ivestmet udertakigs, the asset of which is composed of separate class(es) or desigatio(s) of securities; (7) Property collective ivestmet udertakig meas a collective ivestmet udertakig whose ivestmet objective is the participatio i the holdig of property i the log term; (8) Public iteratioal body meas a legal etity of public ature established by a iteratioal treaty betwee sovereig States ad of which oe or more Member States are members; (9) Advertisemet meas aoucemets: (a) relatig to a specific offer to the public of securities or to a admissio to tradig o a regulated market; ad (b) aimig to specifically promote the potetial subscriptio or acquisitio of securities. (10) Profit forecast meas a form of words which expressly states or by implicatio idicates a figure or a miimum or maximum figure for the likely level of profits or losses for the curret fiacial period ad/or fiacial periods subsequet to that period, or cotais data from which a calculatio of such a figure for future profits or losses may be made, eve if o particular figure is metioed ad the word profit is ot used. (11) Profit estimate meas a profit forecast for a fiacial period which has expired ad for which results have ot yet bee published. (12) Regulated iformatio meas all iformatio which the issuer, or ay perso who has applied for the admissio of securities to tradig o a regulated market without the issuer s coset, is required to disclose uder Directive 2001/34/EC or uder Article 6 of Directive 2003/6/EC. (13) Right issues, meas ay statutory pre-emptio right which allow for the subscriptio of ew shares ad is addressed oly to existig shareholders. Rights issue also icludes a issue where such statutory pre-emptio rights are disabled ad replaced by a istrumet or a provisio coferrig ear idetical rights to existig shareholders whe those rights meet the followig coditios: (a) shareholders are offered the rights free of charge;

7 Prospectus Directive Regulatio (EC/809/2004), as ameded 2 (b) shareholders are etitled to take up ew shares i proportio to their existig holdigs, or, i the case of other securities givig a right to participate i the share issue, i proportio to their etitlemets to the uderlyig shares; (c) the rights to subscribe are egotiable ad trasferable or, if ot, the shares arisig from the rights are sold at the ed of the offer period for the beefit of those shareholders who did ot take up those etitlemets; (d) the issuer is able, as regards the etitlemets referred to i poit (b), to impose limits or restrictios or exclusios ad make arragemets it cosiders appropriate to deal with treasury shares, fractioal etitlemets ad requiremets laid dow by law or by a regulatory authority i ay coutry or territory; (e) the miimum period durig which shares may be take up is the same as the period for the exercise of statutory pre-emptio rights laid dow i Article 29(3) of Coucil Directive 77/91/EEC 4 ; (b) Category B meas that the base prospectus shall iclude all the geeral priciples related to the iformatio required, ad oly the details which are ukow at the time of the approval of the base prospectus ca be left i blak for later isertio i the fial terms; (c) Category C meas that the base prospectus may cotai a reserved space for later isertio for the iformatio which was ot kow at the time of the approval of the base prospectus. Such iformatio shall be iserted i the fial terms. 2. Where the coditios of Article 16(1) of Directive 2003/71/EC apply, a supplemet shall be required. Where those coditios do ot apply, the issuer, the offeror or the perso askig for admissio to tradig o a regulated market shall publish a otice of the chage. (f) the rights lapse at the expiratio of the exercise period. Article 2a Categories of iformatio i the base prospectus ad the fial terms 1. The categories set out i Aex XX shall determie the degree of flexibility by which the iformatio ca be give i the base prospectus or the fial terms. The categories shall be defied as follows: (a) Category A meas the relevat iformatio which shall be icluded i the base prospectus. This iformatio caot be left i blak for later isertio i the fial terms; 4 OJ L 26, , p. 1.

8 3 Prospectus Directive Regulatio (EC/809/2004), as ameded Chapter II Miimum iformatio Article 3 Miimum iformatio to be icluded i a prospectus A prospectus shall be draw up by usig oe or a combiatio of the followig schedules ad buildig blocks set out i this Regulatio. A prospectus shall cotai the iformatio items required i Aexes I to XVII ad Aexes XX to XXX depedig o the type of issuer or issues ad securities ivolved. Subject to Article 4a(1), a competet authority shall ot require that a prospectus cotais iformatio items which are ot icluded i Aexes I to XVII or Aexes XX to XXX. I order to esure coformity with the obligatio referred to i Article 5(1) of Directive 2003/71/EC, the competet authority of the home Member State, whe approvig a prospectus i accordace with Article 13 of that Directive, may, o a case by case basis, require the iformatio provided by the issuer, the offeror or the perso askig for admissio to tradig o a regulated market to be completed, for each of the iformatio items. Where the issuer, the offeror or the perso askig for the admissio to tradig o a regulated market is required to iclude a summary i a prospectus, i accordace with Article 5(2) of Directive 2003/71/EC, the competet authority of the home Member State, whe approvig the prospectus i accordace with Article 13 of that Directive, may, o a case by case basis, require certai iformatio provided i the prospectus, to be icluded i the summary. Article 4 Share registratio documet schedule 1. For the share registratio documet iformatio shall be give i accordace with the schedule set out i Aex I. 2. The schedule set out i paragraph 1 shall apply to the followig: (1) shares ad other trasferable securities equivalet to shares; (2) other securities which comply with the followig coditios: (a) they ca be coverted or exchaged ito shares or other trasferable securities equivalet to shares, at the issuer s or at the ivestor s discretio, or o the basis of the coditios established a the momet of the issue, or give, i ay other way, the possibility to acquire shares or other trasferable securities equivalet to shares, ad (b) provided that these shares or other trasferable securities equivalet to shares are or will be issued by the issuer of the security ad are ot yet traded o a regulated market or a equivalet market outside the Commuity at the time of the approval of the prospectus coverig the securities, ad that the uderlyig shares or other trasferable securities equivalet to shares ca be delivered with physical settlemet. Article 4a Share registratio documet schedule i cases of complex fiacial history or sigificat fiacial commitmet 1. Where the issuer of a security covered by Article 4(2) has a complex fiacial history, or has made a sigificat fiacial commitmet, ad i cosequece the iclusio i the registratio documet of certai items of fiacial iformatio relatig to a etity other tha the issuer is ecessary i order to satisfy the obligatio laid dow i Article 5(1) of Directive 2003/71/EC, those items of fiacial iformatio shall be deemed to relate to the issuer. The competet authority of the home Member State shall i such cases request that the issuer, the offeror or the perso askig for admissio to tradig iclude those items of iformatio i the registratio documet. Those items of fiacial iformatio may iclude pro forma iformatio prepared i accordace with Aex II. I this cotext, where the issuer has made a sigificat fiacial commitmet ay such pro forma iformatio shall illustrate the aticipated effects of the trasactio that the issuer has agreed to udertake, ad refereces i Aex II to the trasactio shall be read accordigly. 2. The competet authority shall base ay request pursuat to to the first subparagraph of paragraph 1 o the requiremets set out i item 20.1 of Aex I, item 15.1 of Aex XXIII, item 20.1 of Aex XXV, item 11.1 of Aex XXVII ad item 20.1 of Aex XXVIII as regards the cotet of fiacial iformatio ad the applicable accoutig ad auditig priciples, subject to ay modificatio which is appropriate i view of ay of the followig factors: (a) the ature of the securities; (b) the ature ad rage of iformatio already icluded i the prospectus, ad the existece of fiacial iformatio relatig to a etity other tha the issuer i a form that might be icluded i a prospectus without modificatio;

9 Prospectus Directive Regulatio (EC/809/2004), as ameded 4 (c) the facts of the case, icludig the ecoomic substace of the trasactios by which the issuer has acquired or disposed of its busiess udertakig or ay part of it, ad the specific ature of that udertakig; (d) the ability of the issuer to obtai fiacial iformatio relatig to aother etity with reasoable effort. Where, i the idividual case, the obligatio laid dow i Article 5(1) of Directive 2003/71/EC may be satisfied i more tha oe way, preferece shall be give to the way that is the least costly or oerous. 3. Paragraph 1 is without prejudice to the resposibility uder atioal law of ay other perso, icludig the persos referred to i Article 6(1) of Directive 2003/71/EC, for the iformatio cotaied i the prospectus. I particular, those persos shall be resposible for the iclusio i the registratio documet of ay items of iformatio requested by the competet authority pursuat to paragraph For the purposes of paragraph 1, a issuer shall be treated as havig a complex fiacial history if all of the followig coditios apply: (a) its etire busiess udertakig at the time that the prospectus is draw up is ot accurately represeted i the historical fiacial iformatio which it is required to provide uder item 20.1 of Aex I, item 15.1 of Aex XXIII, item 20.1 of Aex XXV, item 11.1 of Aex XXVII ad item 20.1 of Aex XXVIII; (b) that iaccuracy will affect the ability of a ivestor to make a iformed assessmet as metioed i Article 5(1) of Directive 2003/71/EC; ad (c) iformatio relatig to its busiess udertakig that is ecessary for a ivestor to make such a assessmet is icluded i fiacial iformatio relatig to aother etity. 5. For the purposes of paragraph 1, a issuer shall be treated as havig made a sigificat fiacial commitmet if it has etered ito a bidig agreemet to udertake a trasactio which, o completio, is likely to give rise to a sigificat gross chage. I this cotext, the fact that a agreemet makes completio of the trasactio subject to coditios, icludig approval by a regulatory authority, shall ot prevet that agreemet from beig treated as bidig if it is reasoably certai that those coditios will be fulfilled. I particular, a agreemet shall be treated as bidig where it makes the completio of the trasactio coditioal o the outcome of the offer of the securities that are the subject matter of the prospectus or, i the case of a proposed takeover, if the offer of securities that are the subject matter of the prospectus has the objective of fudig that takeover. 6. For the purposes of paragraph 5 of this Article, ad of item 20.2 of Aex I, item 15.2 of Aex XXIII ad item 20.2 of Aex XXV, a sigificat gross chage meas a variatio of more tha 25%, relative to oe or more idicators of the size of the issuer s busiess, i the situatio of a issuer. Article 5 Pro-forma fiacial iformatio buildig block For pro-forma fiacial iformatio, iformatio shall be give i accordace with the buildig block set out i Aex II. Pro forma fiacial iformatio should be preceded by a itroductory explaatory paragraph that states i clear terms the purpose of icludig this iformatio i the prospectus. Article 6 Share securities ote schedule 1. For the share securities ote iformatio is ecessary to be give i accordace with the schedule set out i Aex III. 2. The schedule shall apply to shares ad other trasferable securities equivalet to shares. Article 7 Debt ad derivative securities registratio documet schedule for securities with a deomiatio per uit of less tha EUR For the debt ad derivative securities registratio documet cocerig securities which are ot covered i Article 4 with a deomiatio per uit of less tha EUR or, where there is o idividual deomiatio, securities that ca oly be acquired o issue for less tha EUR per security, iformatio shall be give i accordace with the schedule set out i Aex IV. Article 8 Securities ote schedule for debt securities with a deomiatio per uit of less tha EUR For the securities ote for debt securities with a deomiatio per uit of less tha EUR iformatio shall be give i accordace with the schedule set out i Aex V.

10 5 Prospectus Directive Regulatio (EC/809/2004), as ameded 2. The schedule shall apply to debt where the issuer has a obligatio arisig o issue to pay the ivestor 100% of the omial value i additio to which there may be also a iterest paymet. Article 9 Guaratees buildig block For guaratees iformatio shall be give i accordace with the buildig block set out i Aex VI. Item 3 of Aex VI shall ot apply where a Member State acts as guarator. Article 10 Asset backed securities registratio documet schedule For the asset backed securities registratio documet iformatio shall be give i accordace with the schedule set out i Aex VII. Article 11 Asset backed securities buildig block For the additioal iformatio buildig block to the securities ote for asset backed securities iformatio shall be give i accordace with the buildig block set out i Aex VIII. Article 12 Debt ad derivative securities registratio documet schedule for securities with a deomiatio per uit of at least EUR For the debt ad derivative securities registratio documet cocerig securities which are ot covered i Article 4 with a deomiatio per uit of at least EUR or, where there is o idividual deomiatio, securities that ca oly be acquired o issue for at least EUR per security, iformatio shall be give i accordace with the schedule set out i Aex IX. Article 13 Depository receipts schedule For depository receipts issued over shares iformatio shall be give i accordace with the schedule set out i Aex X. Article 14 Baks registratio documet schedule 1. For the baks registratio documet for debt ad derivative securities ad those securities which are ot covered by article 4 iformatio shall be give i accordace with the schedule set out i aex XI. 2. The schedule set out i paragraph 1 shall apply to credit istitutios as defied i poit (a) of Article 1(1) of Directive 2000/12/EC as well as to third coutry credit istitutios which do ot fall uder that defiitio but have their registered office i a state which is a member of the OECD. These etities may also use alteratively the registratio documet schedules provided for uder i Articles 7 ad 12. Article 15 Securities ote schedule for derivative securities 1. For the securities ote for derivative securities iformatio shall be give i accordace with the schedule set out i aex XII. 2. The schedule shall apply to securities which are ot i the scope of applicatio of the other securities ote schedules referred to i Articles 6, 8 ad 16, icludig certai securities where the paymet ad/or delivery obligatios are liked to a uderlyig. Article 16 Securities ote schedule for debt securities with a deomiatio per uit of at least EUR For the securities ote for debt securities with a deomiatio per uit of at least EUR iformatio shall be give i accordace with the schedule set out i Aex XIII. 2. The schedule shall apply to debt where the issuer has a obligatio arisig o issue to pay the ivestor 100% of the omial value i additio to which there may be also a iterest paymet. Article 17 Additioal iformatio buildig block o the uderlyig share 1. For the additioal iformatio o the uderlyig share, the descriptio of the uderlyig share shall be give i accordace with the buildig block set out i Aex XIV. I additio, if the issuer of the uderlyig share is a etity belogig to the same group, the iformatio required by the schedule referred to i Article 4 shall be give i respect of that issuer. 2. The additioal iformatio referred to i the first subparagraph of paragraph 1 shall oly apply to those securities which comply with both of the followig coditios: (1) they ca be coverted or exchaged ito shares or other trasferable securities equivalet to shares, at the issuer s or at the ivestor s discretio, or o the basis of the coditios established a the momet of the issue or

11 Prospectus Directive Regulatio (EC/809/2004), as ameded 6 give, i ay other way, the possibility to acquire shares or other trasferable securities equivalet to shares; ad (2) provided that these shares or other trasferable securities equivalet to shares are or will be issued by the issuer of the security or by a etity belogig to the group of that issuer ad are ot yet traded o a regulated market or a equivalet market outside the Commuity at the time of the approval of the prospectus coverig the securities, ad that the uderlyig shares or other trasferable securities equivalet to shares ca be delivered with physical settlemet. Article 18 Registratio documet schedule for collective ivestmet udertakigs of the closed-ed type 1. I additio to the iformatio required pursuat to items 1, 2, 3, 4, 5.1, 7, 9.1, 9.2.1, 9.2.3, 10.4, 13, 14, 15, 16, 17.2, 18, 19, 20, 21, 22, 23, 24, 25 of Aex I, for the registratio documet for securities issued by collective ivestmet udertakigs of the closed-ed type iformatio shall be give i accordace with the schedule set out i Aex XV. 2. The schedule shall apply to collective ivestmet udertakigs of the closed-ed type holdig a portfolio of assets o behalf of ivestors that: (1) are recogised by atioal law i the Member State i which it is icorporated as a collective ivestmet udertakig of the closed ed type; or (2) do ot take or seek to take legal or maagemet cotrol of ay of the issuers of its uderlyig ivestmets. I such a case, legal cotrol ad/or participatio i the admiistrative, maagemet or supervisory bodies of the uderlyig issuer(s) may be take where such actio is icidetal to the primary ivestmet objective, ecessary for the protectio of shareholders ad oly i circumstaces where the collective ivestmet udertakig will ot exercise sigificat maagemet cotrol over the operatios of that uderlyig issuer(s). Article 19 Registratio documet schedule for Member States, third coutries ad their regioal ad local authorities 1. For the registratio documet for securities issued by Member States, third coutries ad their regioal ad local authorities iformatio shall be give i accordace with the schedule set out i aex XVI. 2. The schedule shall apply to all types of securities issued by Member States, third coutries ad their regioal ad local authorities. Article 20 Registratio documet schedule for public iteratioal bodies ad for issuers of debt securities guarateed by a member state of the OECD 1. For the registratio documet for securities issued by public iteratioal bodies ad for securities ucoditioally ad irrevocably guarateed, o the basis of atioal legislatio, by a state which is member of the OECD iformatio shall be give i accordace with the schedule set out i Aex XVII. 2. The schedule shall apply to: all types of securities issued by public iteratioal bodies; to debt securities ucoditioally ad irrevocably guarateed, o the basis of atioal legislatio, by a state which is member of the OECD. Article20a Additioal iformatio buildig block for coset give i accordace with Article 3(2) of Directive 2003/71/EC 1. For the purposes of the third subparagraph of Article 3(2) of Directive 2003/71/EC, the prospectus shall cotai the followig: (a) the additioal iformatio set out i Sectios 1 ad 2A of Aex XXX where the coset is give to oe or more specified fiacial itermediaries; (b) the additioal iformatio set out i Sectios 1 ad 2B of Aex XXX where the issuer or the perso resposible for drawig up the prospectus chooses to give its coset to all fiacial itermediaries. 2. Where a fiacial itermediary does ot comply with the coditios attached to coset as disclosed i the prospectus, a ew prospectus shall be required i accordace with the secod paragraph of Article 3(2) of Directive 2003/71/EC. Article 21 Combiatio of schedules ad buildig blocks 1. The use of the combiatios provided for i the table set out i Aex XVIII shall be madatory whe drawig up prospectuses for the types of securities to which those combiatios correspod accordig to this table.

12 7 Prospectus Directive Regulatio (EC/809/2004), as ameded However, for securities ot covered by those combiatios further combiatios may be used. 2. The most comprehesive ad striget registratio documet schedule, i.e. the most demadig schedule i term of umber of iformatio items ad the extet of the iformatio icluded i them, may always be used to issue securities for which a less comprehesive ad striget registratio documet schedule is provided for, accordig to the followig rakig of schedules: (1) share registratio documet schedule; (2) debt ad derivative securities registratio documet schedule for securities with a deomiatio per uit of less tha EUR ; (3) debt ad derivative securities registratio documet schedule for securities with a deomiatio per uit at least EUR The issuer, the offeror ad the perso askig for admissio to tradig o a regulated market may choose to draw up a prospectus i accordace with the proportioate schedules set out i Aexes XXIII to XXIX istead of the schedules set out i Aexes I, III, IV, IX, X ad XI as described i the secod subparagraph provided that the respective coditios laid dow i Articles 26a, 26b ad 26c are fulfilled. Where the issuer, the offeror ad the perso askig for admissio to tradig o a regulated market makes that choice: (a) the referece to Aex I i Aex XVIII shall be read as a referece to Aexes XXIII or XXV; (b) the referece to Aex III i Aex XVIII shall be read as a referece to Aex XXIV; (c) the referece to Aex IV i Aex XVIII shall be read as a referece to Aex XXVI; (d) the referece to Aex IX i Aex XVIII shall be read as a referece to Aex XXVII; (e) (f) the referece to Aex X i Aex XVIII shall be read as a referece to Aex XXVIII; the referece to Aex XI i Aex XVIII shall be read as a referece to Aex XXIX. Article 22 Miimum iformatio to be icluded i a base prospectus ad its related fial terms 1. A base prospectus shall be draw up usig oe or a combiatio of schedules ad buildig blocks provided for i this Regulatio accordig to the combiatios for various types of securities set out i Aex XVIII. A base prospectus shall cotai the iformatio items required i Aexes I to XVII, Aex XX ad Aexes XXIII to XXX depedig o the type of issuer ad securities ivolved. Competet authorities shall ot require that a base prospectus cotais iformatio items which are ot icluded i Aexes I to XVII, Aex XX or Aexes XXIII to XXX. I order to esure coformity with the obligatio referred to i Article 5(1) of Directive 2003/71/EC, the competet authority of the home Member State, whe approvig a base prospectus i accordace with Article 13 of that Directive, may, o a case by case basis, require the iformatio provided by the issuer, the offeror or the perso askig for admissio to tradig o a regulated market to be completed for each of the iformatio items. Where the issuer, the offeror or the perso askig for the admissio to tradig o a regulated market is required to iclude a summary i a base prospectus, i accordace with Article 5(2) of Directive 2003/71/EC, the competet authority of the home Member State, whe approvig the base prospectus i accordace with Article 13 of that Directive, may, o a case by case basis, require certai iformatio provided i the base prospectus to be icluded i the summary. 1a. The base prospectus may cotai optios with regard to iformatio categorized as Category A, Category B ad Category C, required by the relevat securities ote schedules ad buildig blocks, ad set out i Aex XX. The fial terms shall determie which of these optios is applicable to the idividual issue, by referrig to the relevat sectios of the base prospectus or by replicatig such iformatio. 2. The issuer, the offeror or the perso askig for admissio to tradig o a regulated market may omit iformatio items which are ot kow whe the base prospectus is approved ad which ca oly be determied at the time of the idividual issue. 3. The use of the combiatios provided for i the table i

13 Prospectus Directive Regulatio (EC/809/2004), as ameded 8 Aex XVIII shall be madatory whe drawig up base prospectuses for the types of securities to which those combiatios correspod accordig to this table. However, for securities ot covered by those combiatios further combiatios may be used. 4. The fial terms attached to a base prospectus shall oly cotai the followig: (a) withi the various securities otes schedules accordig to which the base prospectus is draw up, the iformatio items i Categories B ad C listed i Aex XX. Whe a item is ot applicable to a prospectus, the item shall appear i the fial terms with the metio ot applicable ; (b) o a volutary basis, ay additioal iformatio set out i Aex XXI; (c) ay replicatio of, or referece to optios already provided for i the base prospectus which are applicable to the idividual issue. The fial terms shall ot amed or replace ay iformatio i the base prospectus. 5. I additio to the iformatio items set out i the schedules ad buildig blocks referred to i Articles 4 to 20 the followig iformatio shall be icluded i a base prospectus: (1) idicatio o the iformatio that will be icluded i the fial terms; (1a) a sectio cotaiig a template, the form of the fial terms, which has to be filed out for each idividual issue; (2) the method of publicatio of the fial terms; if the issuer is ot i a positio to determie, at the time of the approval of the prospectus, the method of publicatio of the fial terms, a idicatio of how the public will be iformed about which method will be used for the publicatio of the fial terms; (3) i the case of issues of o equity securities accordig to poit (a) of Article 5(4) of Directive 2003/71/EC, a geeral descriptio of the programme. 6. Oly the followig categories of securities may be cotaied i a base prospectus ad its related fial terms coverig issues of various types of securities: (1) asset backed securities; (2) warrats fallig uder Article 17; (3) o-equity securities provided for uder poit (b) of Article 5(4) of Directive 2003/71/EC; (4) all other o-equity securities icludig warrats with the exceptio of those metioed i poit (2). I drawig up a base prospectus the issuer, the offeror or the perso askig for admissio to tradig o a regulated market shall clearly segregate the specific iformatio o each of the differet securities icluded i these categories. 7. Where a evet evisaged uder Article 16(1) of Directive 2003/71/EC occurs betwee the time that the base prospectus has bee approved ad the fial closig of the offer of each issue of securities uder the base prospectus or, as the case may be, the time that tradig o a regulated market of those securities begis, the issuer, the offeror or the perso askig for admissio to tradig o a regulated market shall publish a supplemet prior to the fial closig of the offer or the admissio of those securities to tradig. Where the issuer eeds to prepare a supplemet cocerig iformatio i the base prospectus that relates to oly oe or several specific issues, the right of ivestors to withdraw their acceptaces pursuat to Article 16(2) of Directive 2003/71/EC shall oly apply to the relevat issues ad ot to ay other issues of securities uder the base prospectus. Article 23 Adaptatios to the miimum iformatio give i prospectuses ad base prospectuses 1. Notwithstadig Articles 3 secod paragraph ad 22(1) secod subparagraph, where the issuer s activities fall uder oe of the categories icluded i Aex XIX, the competet authority of the home Member State, takig ito cosideratio the specific ature of the activities ivolved, may ask for adapted iformatio, i additio to the iformatio items icluded i the schedules ad buildig blocks set out i Articles 4 to 20, icludig, where appropriate, a valuatio or other expert s report o the assets of the issuer, i order to comply with the obligatio referred to i Article 5(1) of Directive 2003/71/EC. The competet authority shall forthwith iform the Commissio thereof. I order to obtai the iclusio of a ew category i Aex XIX a Member State shall otify its request to the Commissio. The Commissio shall update this list followig the Committee procedure provided for i Article 24 of

14 9 Prospectus Directive Regulatio (EC/809/2004), as ameded Directive 2003/71/EC. 2. By way of derogatio of Articles 3 to 22, where a issuer, a offeror or a perso askig for admissio to tradig o a regulated market applies for approval of a prospectus or a base prospectus for a security which is ot the same but comparable to the various types of securities metioed i the table of combiatios set out i Aex XVIII, the issuer, the offeror or the perso askig for admissio to tradig o a regulated market shall add the relevat iformatio items from aother securities ote schedule provided for i Articles 4 to 20 to the mai securities ote schedule chose. This additio shall be doe i accordace with the mai characteristics of the securities beig offered to the public or admitted to tradig o a regulated market. 3. By way of derogatio of Articles 3 to 22, where a issuer, a offeror or a perso askig for admissio to tradig o a regulated market applies for approval of a prospectus or a base prospectus for a ew type of security, the issuer, the offeror or the perso askig for admissio to tradig o a regulated market shall otify a draft prospectus or base prospectus to the competet authority of the home Member State. The competet authority shall decide, i cosultatio with the issuer, the offeror or the perso askig for admissio to tradig o a regulated market, what iformatio shall be icluded i the prospectus or base prospectus i order to comply with the obligatio referred to i Article 5(1) of Directive 2003/71/EC. The competet authority shall forthwith iform the Commissio thereof. The derogatio referred to i the first subparagraph shall oly apply i case of a ew type of security which has features completely differet from the various types of securities metioed i Aex XVIII, if the characteristics of this ew security are such that a combiatio of the differet iformatio items referred to i the schedules ad buildig blocks provided for i Articles 4 to 20 is ot pertiet. 4. By way of derogatio of Articles 3 to 22, i the cases where oe of the iformatio items required i oe of the schedules or buildig blocks referred to i 4 to 20 or equivalet iformatio is ot pertiet to the issuer, to the offer or to the securities to which the prospectus relates, that iformatio may be omitted. Article 24 Cotet of the summary of the prospectus, of the base prospectus ad of the idividual issue 1. The issuer, the offeror or the perso askig for the admissio to tradig o a regulated market shall determie the detailed cotet of the summary referred to i Article 5(2) of Directive 2003/71/EC i accordace with this Article. A summary shall cotai the key iformatio items set out i Aex XXII. Where a item is ot applicable to a prospectus, such item shall appear i the summary with the metio ot applicable. The legth of the summary shall take ito accout the complexity of the issuer ad of the securities offered, but shall ot exceed 7% of the legth of a prospectus or 15 pages, whichever is loger. It shall ot cotai cross-refereces to other parts of the prospectus. The order of the sectios ad of the elemets of Aex XXII shall be madatory. The summary shall be drafted i clear laguage, presetig the key iformatio i a easily accessible ad uderstadable way. Where a issuer is ot uder a obligatio to iclude a summary i a prospectus pursuat to Article 5(2) of Directive 2003/71/EC, but produces a overview sectio i the prospectus, this sectio shall ot be etitled Summary uless the issuer complies with all disclosure requiremets for summaries laid dow i this Article ad Aex XXII. 2. The summary of the base prospectus may cotai the followig iformatio: (a) iformatio icluded i the base prospectus; (b) optios for iformatio required by the securities ote schedule ad its buildig block(s); (c) iformatio required by the securities ote schedule ad its buildig block(s) left i blak for later isertio i the fial terms. 3. The summary of the idividual issue shall provide the key iformatio of the summary of the base prospectus combied with the relevat parts of the fial terms. The summary of the idividual issue shall cotai the followig: (a) the iformatio of the summary of the base prospectus which is oly relevat to the idividual issue; (b) the optios cotaied i the base prospectus which are oly relevat to the idividual issue as determied i the fial terms;

15 Prospectus Directive Regulatio (EC/809/2004), as ameded 10 Chapter III Format of the prospectus, base prospectus ad supplemets (c) the relevat iformatio give i the fial terms which has bee previously left i blak i the base prospectus. Where the fial terms relate to several securities which differ oly i some very limited details, such as the issue price or maturity date, oe sigle summary of the idividual issue may be attached for all those securities, provided the iformatio referrig to the differet securities is clearly segregated. The summary of the idividual issue shall be subject to the same requiremets as the fial terms ad shall be aexed to them. Article 25 Format of the prospectus 1. Where a issuer, a offeror or a perso askig for the admissio to tradig o a regulated market chooses, accordig to Article 5(3) of Directive 2003/71/EC to draw up a prospectus as a sigle documet, the prospectus shall be composed of the followig parts i the followig order: (1) a clear ad detailed table of cotets, (2) the summary provided for i Article 5 (2) of Directive 2003/71//EC, (3) the risk factors liked to the issuer ad the type of security covered by the issue, (4) the other iformatio items icluded i the schedules ad buildig blocks accordig to which the prospectus is draw up. 2. Where a issuer, a offeror or a perso askig for the admissio to tradig o a regulated market chooses, accordig to i Article 5(3) of Directive 2003/71/EC, to draw up a prospectus composed of separate documets, the securities ote ad the registratio documet shall be each composed of the followig parts i the followig order: (1) a clear ad detailed table of cotet, (2) as the case may be, the risk factors liked to the issuer ad the type of security covered by the issue, (3) the other iformatio items icluded i the schedules ad buildig blocks accordig to which the prospectus is draw up. 3. I the cases metioed i paragraphs 1 ad 2, the issuer, the offeror or the perso askig for admissio to tradig o a regulated market shall be free i defiig the order i the presetatio of the required iformatio items icluded i the schedules ad buildig blocks accordig to which the prospectus is draw up. 4. Where the order of the items does ot coicide with the order of the iformatio provided for i the schedules ad buildig blocks accordig to which the prospectus is draw up, the competet authority of the home Member State may ask the issuer, the offeror or the perso askig for the admissio to tradig o a regulated market to provide a cross referece list for the purpose of checkig the prospectus before its approval.

16 11 Prospectus Directive Regulatio (EC/809/2004), as ameded Such list shall idetify the pages where each item ca be foud i the prospectus. 5. Where the summary of a prospectus must be supplemeted accordig to Article 16(1) of Directive 2003/71/EC, the issuer, the offeror or the perso askig for admissio to tradig o a regulated market shall decide o a case-by-case basis whether to itegrate the ew iformatio i the origial summary by producig a ew summary, or to produce a supplemet to the summary. If the ew iformatio is itegrated i the origial summary, the issuer, the offeror or the perso askig for admissio to tradig o a regulated market shall esure that ivestors ca easily idetify the chages, i particular by way of foototes. I ay case, a ew filig of fial terms ad summary of the idividual issue aexed thereto correspodig to offers made prior to the productio of a ew summary or a supplemet to the summary shall ot be required. Article 26 Format of the base prospectus ad its related fial terms 1. Where a issuer, a offeror or a perso askig for the admissio to tradig o a regulated market chooses, accordig to Article 5 (4) of Directive 2003/71/EC to draw up a base prospectus, the base prospectus shall be composed of the followig parts i the followig order: (1) a clear ad detailed table of cotets; (2) the summary provided for i Article 5 (2) of Directive 2003/71//EC; (3) the risk factors liked to the issuer ad the type of security or securities covered by the issue(s); (4) the other iformatio items icluded i the schedules ad buildig blocks accordig to which the prospectus is draw up. 2. Notwithstadig paragraph 1, the issuer, the offeror or the perso askig for admissio to tradig o a regulated market shall be free i defiig the order i the presetatio of the required iformatio items icluded i the schedules ad buildig blocks accordig to which the prospectus is draw up. The iformatio o the differet securities cotaied i the base prospectus shall be clearly segregated. 3. Where the order of the items does ot coicide with the order of the iformatio provided for by the schedules ad buildig blocks accordig to which the prospectus is draw up, the home competet authority may ask the issuer, the offeror or the perso askig for admissio to tradig o a regulated market to provide a cross referece list for the purpose of checkig the prospectus before its approval. Such list should idetify the pages where each item ca be foud i the prospectus. 4. I case the issuer, the offeror or the perso askig for admissio to tradig o a regulated market has previously filed a registratio documet for a particular type of security ad, at a later stage, chooses to draw up base prospectus i coformity with the coditios provided for i poits (a) ad (b) of Article 5(4) of Directive 2003/71/EC, the base prospectus shall cotai: (1) the iformatio cotaied i the previously or simultaeously filed ad approved registratio documet which shall be icorporated by referece, followig the coditios provided for i Article 28 of this Regulatio; (2) the iformatio which would otherwise be cotaied i the relevat securities ote less the fial terms where the fial terms are ot icluded i the base prospectus. 5. The fial terms shall be preseted i the form of a separate documet or be icluded i the base prospectus. The fial terms shall be prepared i a easily aalysable ad comprehesible form. The items of the relevat securities ote schedule ad its buildig blocks, which are icluded i the base prospectus shall ot be reproduced i the fial terms. The issuer, the offeror or the perso askig for admissio to tradig o a regulated market may iclude ay of the additioal iformatio set out i Aex XXI i the fial terms. A clear ad promiet statemet shall be iserted i the fial terms idicatig: (a) that the fial terms have bee prepared for the purpose of Article 5(4) of Directive 2003/71/EC ad must be read i cojuctio with the base prospectus ad its supplemet(s); (b) where the base prospectus ad its supplemet(s) are published i accordace with Article 14 of Directive 2003/71/EC;