Circular 2008/11 Disclosure requirements for securities transactions

Transcription

1 Circular 2008/11 Disclosure requirements for securities transactions Disclosure requirements for securities transactions 1 Table of Contents I. Title page pg. 1 II. Circular 2008/11 pg. 2 2 Other Languages DE: FINMA-RS 2008/11 Meldepflicht Effektengeschäft FR: Circ. FINMA 2008/11 Obligation de déclarer les opérations sur valeurs mobilières IT : Circ. FINMA 2008/11 Obbligo di dichiarazione delle operazioni su valori mobiliari Unofficial translation issued in September 2015

2 Circular 2008/11 Disclosure requirements for securities transactions Disclosure requirements for securities transactions Reference: FINMA circ. 08/11 Disclosure requirements for securities transactions Issued: 20 vember 2008 Entry into force: 1 January 2009 Last amendment: Concordance: Legal bases: 13 September 2013 [amendments are denoted with an * and are listed at the end of document] Previously SFBC circ. 04/3 "Disclosure requirements" dated 19 August 2004 FINMASA art. 7 para. 1 lit. b SESTA art. 1, 6, 15 para. 2 SESTO-FINMA art. 2-6 Addressees BA ISA SESTA CISA AMLA Others Banks Financial groups and congl. Other intermediaries Insurers Insurance groups and congl. Insurance intermediaries Stock exchanges and participants Securities dealers Fund management companies SICAVs Limited partnerships for CISs SICAFs Custodian banks Asset managers CISs Distributors Representatives of foreign CISs Other intermediaries SROs DSFIs SRO-supervised institutions Audit firms Rating agencies X X Circular 2008/11 Disclosure requirements for securities transactions 2

3 Table of Content I. Initial situation and purpose margin nos. 1-2 II. Scope margin nos. 3-3b III. Definitions margin nos. 4-6a IV. Principles of reporting requirements margin nos. 7-9 V. Trades subject to reporting requirements margin nos VI. Trades exempt from reporting requirements margin nos VII. Content of report margin no. 14 VIII. period for stock-exchange participants and other securities dealers margin no. 15 IX. office margin nos a X. Synopsis of the most important situations margin nos A. Shares margin nos B. Bonds margin nos C. Derivatives margin nos D. Subscription rights margin nos E. Collective investment schemes margin nos b F. Trading abroad margin nos G. Other items to be reported margin nos H. Miscellaneous margin nos Circular 2008/11 Disclosure requirements for securities transactions 3

4 I. Background and purpose Art. 15 para. 2 Federal Act on Securities Exchanges and Securities Trading (Securities Act, SESTA; SR 954.1) requires securities dealers to file reports of securities trading (reporting requirements) for the sake of transparency. Trades subject to reporting requirements must be comprehensible and retraceable for the stock exchange's supervisory unit (see art. 6 SESTA), so that the stock exchange can notify the FINMA if it suspects that a regulation has been violated. 1* 1a* This circular clarifies and explains the reporting requirements pursuant to art. 15 para. 2 SESTA and art. 2-6 FINMA Ordinance on the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Ordinance, SESTO-FINMA; SR ). 2 II. Scope of application This circular applies to all Swiss and foreign securities dealers (stock exchange participants and other securities dealers) defined by art. 2 lit. d SESTA and art. 2 and 3 Ordinance to the Federal Act on Securities Exchanges and Securities Trading (Securities Ordinance, SESTO; SR ). If foreign participants are admitted to the SIX Swiss Exchange and SIX Structured Products Exchange in accordance with to art. 53a SESTO, they are obliged to adhere to Swiss reporting requirements. The present circular also applies to them. 3* 3a* The provisions and definitions of the SESTO-FINMA and this circular take precedence over the Office Rules for the Fulfilment of the Legal Requirements for Securities Dealers at the stock exchange (hereinafter called Office Rules), based on art. 6 para. 4 SESTO-FINMA. In the first line, the provisions of the SESTO-FINMA and in second line, the wording of this circular are of significance for the interpretation of the Office Rules. 3b* III. Definitions Trades: Closings of contracts (on or off the order book of the Swiss stock exchange in question), either through the stock exchange or over-the-counter, by securities dealers of securities admitted for trading on a Swiss stock exchange and/or an institution similar to a stock exchange (hereinafter: Swiss stock exchange). Stock exchange participant: Domestic and foreign securities dealers licensed pursuant to art. 10 SESTA (namely, subsidiaries of foreign securities dealers as per art. 41 SESTO and foreign securities dealers with remote access [remote members] as per art. 53 and 53a SESTO) which are licensed to trade on a Swiss stock exchange, trade on the market under their own name and act as counterparty in trades. 4* 5* Circular 2008/11 Disclosure requirements for securities transactions 4

5 Securities admitted for trading: Includes all domestic or foreign securities listed on a Swiss stock exchange. (For a definition of securities, see art. 2 lit. a SESTA, art. 4 and 5 SESTO). Domestic and foreign securities: 6* 6a* Domestic securities Securities that are either issued by an organization domiciled in Switzerland or have a primary or secondary listing at a Swiss stock exchange. Foreign securities Securities that are either issued by an organization domiciled outside Switzerland or do not have their primary listing at a Swiss stock exchange. The following possibilities exist: Domiciled in Primary listing Secondary listing Classification Switzerland in Switzerland in Switzerland Foreign securities Domestic securities Domestic securities Domestic securities Foreign securities Foreign securities IV. Principles of reporting requirements All securities dealers licensed by the FINMA are subject to the reporting requirement. Pursuant to art. 53 para. 3 and art. 53a para. 4 SESTO e contrario, the reporting requirement also applies to remote members (cf. margin no. 5). The reporting requirements commence upon the granting of the license pursuant to art 10 SESTA and ends with its withdrawal. Every single trade of a securities dealer involved in the transaction flow (transmission of orders), from order generation to transmission to execution of a trade either on the stock exchange or over the counter (e.g. client > securities dealer 1 > securities dealer 2 > stock exchange) is subject to the reporting requirement. 7* 8* Circular 2008/11 Disclosure requirements for securities transactions 5

6 The internal execution of client orders must also be reported (cf. margin no. 62). According to art. 2 para. 1 SESTO-FINMA, basically all trades placed by securities dealers on and off the stock exchange in domestic and foreign securities admitted for trading at a Swiss stock exchange are to be reported. 8a* 9* V. Trades subject to reporting requirements Securities dealers must report all on and off the stock exchange trades in securities admitted for trading at a Swiss stock exchange (art. 2 para. 1 SESTO-FINMA). Trades placed by an exchange participant on the exchange are considered as reported. In particular, the following are to be reported (art. 2 para. 2 SESTO-FINMA): a. All exchange-traded or over-the-counter (OTC) transactions in Switzerland in Swiss or foreign securities that are admitted for trading on a Swiss stock exchange; 10* 10a* 10b* b. All exchange-traded or OTC transactions abroad in Swiss securities or foreign securities that are admitted for trading on a Swiss stock exchange. 10c* The reporting requirements apply to both proprietary trading and trades placed on behalf of clients (see art. 2 para. 3 SESTO-FINMA). 11 VI. Trades exempt from reporting requirements As per art. 3 SESTO-FINMA, securities dealers do not need to report the following trades: a. Trades placed abroad in foreign securities that are admitted for trading at a Swiss stock exchange, provided they have been executed on a foreign stock exchange recognized by Switzerland; 12* 12a* b. Trades placed abroad in securities that are admitted for trading at a Swiss stock exchange, provided they have been executed by a branch office of a Swiss securities dealer authorized to trade in securities by a foreign supervisory authority and is subject to the duty to maintain a journal or report its transactions there; 12b* c. Trades placed in securities that are not admitted for trading at a Swiss stock exchange. In addition, remote members are not obliged to report transactions abroad in Swiss securities, provided that they must fulfill equivalent reporting requirements under foreign law and such reports are available to the FINMA via administrative assistance. 12c* 12d* The list of foreign stock exchanges recognized pursuant to art. 3 lit. a SESTO-FINMA is accessible on the FINMA s website > Beaufsichtigte > Bewilligungsträger Circular 2008/11 Disclosure requirements for securities transactions 6

7 VII. Content of report The content of the report is defined in art. 4 SESTO-FINMA and regulated in the present circular and in the regulations of the SIX Swiss Exchange s reporting office or in the BX Berne exchange s reporting and fee guidelines. 14* VIII. period for stock-exchange participants and other securities dealers The reporting deadlines are stipulated by the respective Swiss stock exchange (cf. art. 5 SESTO-FINMA). 15* IX. office The Swiss stock exchanges maintain a reporting office that handles incoming reports. As per art. 6 SES- TO-FINMA, the reporting office issues regulations. The central reporting office for securities listed on SIX Swiss Exchange, SIX Structured Products Exchange and Eurex Zurich is SIX Swiss Exchange. Securities traded on the BX Berne exchange must be reported to the BX Berne exchange. 16* 17* Over-the-counter transactions by remote members must either be reported to the stock exchange's central reporting office or to a foreign reporting office (Trade Data Monitor TDM) recognized by the stock exchange (but: cf. margin no. 12d). 17a* Circular 2008/11 Disclosure requirements for securities transactions 7

8 X. Synopsis of the most important situations* A. Shares - Repurchasing treasury shares Trades which are the result of treasury share repurchases are to be reported Awarding treasury (group) shares to employees The internal awarding of treasury (group) shares to employees is not subject to reporting requirements Exercising convertible preference shares The exercise of the preferential shareholders' right to convert their shares to common stock is not per se a securities trading activity as defined in the stock exchange regulation (see art. 2 lit. d SESTA) and hence not subject to reporting requirements Issuing bonus shares (incl. stock dividends) The issuance of bonus shares concerns the primary markets and is not subject to reporting requirements. 21 (repealed) 22* B. Bonds - Redeeming bonds at and prior to maturity The redemption of bonds is not considered to be a trade pursuant to the stock exchange act Repurchasing of bonds A repurchase transaction of bonds admitted for trading on a Swiss stock exchange constitutes a securities trade pursuant to the Stock Exchange Act Distressed debt Despite the issuer's default on interest payments, bonds continue to be regarded as securities admitted for trading and remain subject to reporting requirements. 25 Circular 2008/11 Disclosure requirements for securities transactions 8

9 - Trading delisted bonds Delisted bonds as per the "Regulation of the trade in delisted bonds on the SIX Swiss Exchange" are regarded as securities admitted for trading and remain subject to reporting requirements Transactions involving international bonds admitted to SIX Swiss Exchange for trading Transparency, as required in art. 15 para. 2 SESTA, is accomplished in this segment with the required public announcement of price data on traded international bonds and information on their traded volume as per art. 13 of the "Regulation of trading authorization of international bonds on the SIX Swiss Exchange". Eurobonds denominated in CHF are not regarded as international bonds. 27* - Separating warrant bonds into warrant and "ex warrant" bond The actual separation, consisting of de-posting the warrant bond and posting the warrant and the bond "ex warrant" respectively, is not subject to reporting requirements Exercising conversion rights and warrants The exercise of conversion rights(convertible bonds, convertibles) and warrants (warrant bonds) is not per se a securities trading activity as defined in the stock exchange regulation (see art. 2 lit. d SESTA) and hence not subject to reporting requirements. 29 C. Derivatives - Trading standardized Eurex derivatives (options and futures) All options and futures traded on the Eurex stock exchange are domestic securities admitted for trading on a Swiss stock exchange (Eurex Zurich) and are subject to reporting requirements. The reporting requirements are fulfilled by using the Eurex trading system or the OTC trade-entry functionalities. 30* - Trading warrants and structured products The warrants and structured products admitted for trading on a Swiss stock exchange are domestic securities and therefore subject to reporting requirements. Stock exchange participants fulfill reporting requirements by using the trading system. The remaining Swiss securities dealers are also subject to reporting requirements. 31 Circular 2008/11 Disclosure requirements for securities transactions 9

10 - Assignment of options (warrants) to employees The internal assignment of treasury shares to employees is not subject to reporting requirements Trading Exchange-Traded Products (ETPs) All ETPs (umbrella term for collateralized exchange-traded commodities (ETCs) or exchange-traded notes (ETNs)) traded on SIX Swiss Exchange are securities as per art. 2 lit. a SESTA and are subject to reporting requirements. 32a* - Trading OTC options Trading in OTC options is not subject to reporting requirements since they are not securities pursuant to art. 2 lit. a SESTA in conjunction with art. 4-5 SESTO. In the OTC market, securities are traded that are not admitted for trading on a Swiss stock exchange (e.g. OTC options of securities dealers or bilateral OTC options) Assignment of OTC options to employees Neither the internal allocation (assignment) of OTC options to employees nor a later sale of the corresponding OTC options by the employees is subject to reporting requirements (see margin no. 33) Exercising and assignment standardized Eurex options The exercise and the assignment of option contracts admitted for trading on Eurex are not per se a securities trading activity as defined in the Stock Exchange Act (see art. 2 lit. d SESTA) and hence not subject to reporting requirements Exercising warrants and structured products The exercise and the commitment arising exercising a warrant or structured product admitted for trading on a Swiss stock exchange is not per se a securities trading activity as defined in the Stock Exchange Act (see art. 2 lit. d SESTA) and therefore not subject to reporting requirements Exercising OTC options The exercise and the commitment arising from exercising an OTC option on securities admitted for trading on a Swiss exchange is not per se a securities trading activity as defined in the Stock Exchange Act (see art. 2 lit. d SESTA) and therefore not subject to reporting requirements. 37* - Issuing bonus options The issue of bonus options (including shareholder options) concerns the primary markets and is not subject to reporting requirements. 38 Circular 2008/11 Disclosure requirements for securities transactions 10

11 D. Subscription rights - Trading subscription rights Subscription rights are securities as per the Stock Exchange Act and therefore are subject to reporting requirements. The internal compensation from purchases and sales must be reported as an aggregate amount. Stock exchange participants fulfill reporting requirements by using the trading system. The remaining Swiss securities dealers are also subject to reporting requirements Exercising subscription rights The exercise of subscription rights admitted for trading on a Swiss stock exchange is not per se a securities trading activity as defined in the Stock Exchange Act (see art. 2 lit. d SESTA) and therefore not subject to the reporting requirements. 40 E. Collective investment scheme - Issuing and redeeming fund units The custodian bank s issuing and redeeming fund units on the primary market is not per se a securities trading activity as defined in the Stock Exchange Act (see art. 2 lit. d SESTA) and therefore not subject to reporting requirements Creating and redeeming Exchange Traded Funds (ETFs) from the sponsor s point of view: a. Creation and redemption of ETF units b. Receipt and return of an equity basket The creation and redemption of ETF units by an ETF sponsor is a primary transaction which is not subject to reporting requirements. Just like the creation, the redemption of ETF units by the ETF sponsor qualifies as a primary transaction and therefore does not trigger a reporting requirement. The receipt and return of an equity basket triggers a reporting requirement for the ETF sponsor, both at creation and redemption. Rather than a swap, it is a securities transaction (transfer agreement). 41a* Circular 2008/11 Disclosure requirements for securities transactions 11

12 - Creating and redeeming ETFs from the market maker s perspective: a. Creation and redemption of ETF units b. Receipt and return of an equity basket The receipt and return of ETFs in the context of a creation/redemption process does not trigger a reporting requirement at the market maker s. The transfer and redemption of an equity basket triggers a reporting requirement for the ETF market maker, both at creation and redemption. Rather than a swap, it is a securities transaction (transfer agreement). 41b* F. Trading abroad - Trading abroad (on a foreign stock exchange recognized by Switzerland, see margin no. 12a) in foreign securities admitted for trading on a Swiss stock exchange by securities dealers (including remote members, see margin no. 7) Exception pursuant to art. 3 lit. a SESTO-FINMA (applicable for both exchange and OTC transactions), irrespective of currency (see margin no. 12). Reason for the exception of art. 3 lit. a SESTO-FINMA: avoid double reporting, among other things. 42* - Trading abroad in domestic securities admitted for trading on a Swiss stock exchange by securities dealers In this case, all domestic securities are subject to reporting requirements, which apply to all domestic securities, irrespective of whether they are denominated in Swiss francs or a foreign currency. Their price must always be reported in Swiss francs. 43* Circular 2008/11 Disclosure requirements for securities transactions 12

13 - Trading abroad in domestic securities admitted for trading at a Swiss stock exchange, by remote members, provided that the foreign exchange s home country has equivalent reporting requirements (cf. margin no. 12d) If there are no equivalent reporting requirements in the foreign stock exchange s national law, the stock exchange is obliged to impose reporting requirements on transactions abroad in domestic securities by foreign participants to be made to the attention of the reporting office, a foreign stock exchange or a Trade Data Monitor (TDM) recognized by the stock exchange. In addition, this information must be available to the FINMA through administrative assistance. 43a* - Trading abroad in domestic securities admitted for trading on a Swiss stock exchange by securities dealers, through the foreign branch office of a Swiss securities dealer - Trading abroad in domestic securities admitted for trading on a Swiss stock exchange by securities dealers, through the foreign subsidiary of a Swiss securities dealer Exception pursuant to art. 3 lit. b SESTO-FINMA (see margin no. 12b), provided that the foreign branch office is subject to supervision and reporting requirements abroad. However, if the foreign branch office is not subject to foreign supervision, the Swiss reporting requirements for trades apply, which must be fulfilled by headquarters. The Swiss headquarters must fulfill the reporting requirements for trades which it forwards and has executed by its foreign branch (considered to be a transmission order). As a rule, foreign subsidiaries are neither subject to the regulations issued by the FINMA nor are they supervised by the FINMA. Therefore none of the orders executed by the subsidiary abroad are subject to the reporting requirement as per SESTA. However, SESTA requires that the parent company is obliged to report trades forwarded and executed by its foreign subsidiary. 44* 44a* - Trading in American Depository Receipts (ADRs) ADRs are securities (denominated in USD and usually fragmented share certificates) which are formally not identical with the corresponding Swiss securities. ADRs are therefore not admitted for trading on a Swiss stock exchange (see margin no. 6) and are thus not subject to the reporting requirements. 45* Circular 2008/11 Disclosure requirements for securities transactions 13

14 G. Other items to be reported - Securities lending and borrowing Securities lending is not per se a securities trading activity as defined in the Stock Exchange Act (see art. 2 lit. d SESTA) Repurchase agreements, including Eurex repos Repo transactions are a purely financing transaction. Contracts traded on the Eurex Repo platform are not securities as per art. 2 lit. a SESTA Combination of spot and futures transaction in securities This constitutes two transactions which must be reported twice, whereby the futures transaction must also be reported on settlement date (time of the commitment). 48* - Aggregated orders Aggregated orders are executed and reported as client transactions (agent). The individual (internal) allocation is not subject to reporting requirements VWAP (Volume Weighted Average Price) orders As defined in art. 4 SESTO-FINMA, hedging trades to cover VWAP commitments are to be reported as client transactions (agent). VWAP trades are client orders with a price guarantee from the securities dealer Discretionary orders As defined in art. 4 SESTO-FINMA, discretionary orders are to be reported as client transactions (agent). Discretionary orders are to be executed separately from nostro trades Grey market transactions (e.g. shares, warrants, bonds) In view of the protective purpose of the Stock Exchange Act and its implementing ordinances, so-called gray market transactions also count as secondary market transactions (see FINMA circ. 08/4 Securities journal, margin no 22). Pursuant to art. 15 para. 2 SESTA, the reporting requirements usually start on the first trading day. However, no reporting requirements exist for the period between the public offering, i.e. the launch until the first trading day (grey market). 52* Circular 2008/11 Disclosure requirements for securities transactions 14

15 - Secondary offering If securities are placed directly with clients without passing through nostro, one notification per client transaction must be made. If securities are transferred to a nostro account of the securities dealer and later placed with a client, this transaction must be reported twice: 1) at the transfer to the nostro account, and 2) at the placing with client or third party (each transaction must be reported individually) OTC transactions during trading interruptions If trading on the stock exchange is interrupted, executed OTC transactions must still be reported. 54* - OTC transactions during suspension of trading Securities are considered to be listed at the stock exchange until their delisting. OTC transactions in securities suspended from trading are subject to reporting requirements during the suspension of trading. 54a* - Exchange of American Depository Receipts (ADRs) for Swiss securities If ADRs are exchanged for Swiss securities, no change of beneficial owner takes place. 55* - Trading in securities temporarily admitted for trading Securities temporarily admitted for trading are considered to be securities admitted for trading (see margin no 6) Trading initiated by Swiss representation offices of foreign securities dealers The reporting requirements must be fulfilled by either the Swiss representative or the foreign securities dealer itself Trading initiated by Swiss branch offices of foreign securities dealers The reporting requirements must be fulfilled by the branch office of the foreign securities dealer Trading between two natural/legal persons without securities dealer status 59* Circular 2008/11 Disclosure requirements for securities transactions 15

16 - Transactions between two natural/legal persons without securities dealer status, in which a securities dealer acts as mere gobetween If for a transaction between two non-supervised persons/entities a securities dealer is brought in (whereas the securities dealer does not act as counterparty, neither on the sell nor the buy side), the latter must report the transaction only once. 59a* - Brokering of securities between clients if the securities dealer acting as agent buys the position from one client and resells it to another client In this case the securities dealer executes two transactions (buy and sell), which must both be reported separately. 59b* - Trading via independent asset managers with securities dealer status An authorized securities dealer operating as an independent asset manager is subject to reporting requirements Direct orders from clients of a third-party bank to stock exchange participants Depending on the transaction type, the stock exchange participant must report the trade either automatically (exchangetraded) or using the relevant over-the-counter system. The securities dealer providing the account or custody account is also subject to reporting requirements (see margin nos. 7-9, 67). 61* - Internal execution of client orders OTC transactions in securities admitted for trading on a Swiss stock exchange which are executed internally as client orders are subject to reporting requirements. 62* - Orders from group companies Exchange-traded or OTC transactions on behalf of group companies (e.g. parent company or subsidiaries) are to be regarded as client transactions (agent) Merger of securities dealers (exchange of stock, cash payment) Securities dealers that merge by exchanging their shares do not need to report the exchanged shares. The difference remaining from the exchanging of stock is also not subject to reporting requirements. 64 Circular 2008/11 Disclosure requirements for securities transactions 16

17 H. Other - Duty to report/maintain a journal - Verification of the accuracy of reported transactions - Delegation or outsourcing of reporting requirements - Price subject to the reporting requirement The duty to maintain a journal pursuant to art. 15 para. 1 SESTA in conjunction with art. 1 SESTO-FINMA are to be fulfilled independently of securities dealers reporting requirements. These duties are more stringent insofar that securities not admitted for trading on a Swiss stock exchange must also be recorded in the journal (see FINMA circ. 08/4 Securities journal ). The responsibility to fulfill the reporting requirements with regard to content, timeliness and adherence to legal requirements lies with the securities dealer. The audit firm audits the securities dealer s compliance with the reporting requirements pursuant to FINMA circ. 13/3 Auditing. A securities dealer s reporting requirements can be delegated or outsourced to another securities dealer. If the latter is simultaneously entrusted with the forwarding of securities transactions for the delegating or outsourcing securities dealer, it must report both transactions, one for itself and one for the delegating/outsourcing securities dealer. In order to fulfill the reporting requirements, the net market price of exchange-traded or OTC transactions must be used. Net transaction: if fees are included in the price cleared with the client (so-called net transaction), the price must be reported net of such fees and commissions. Securities dealers acting as agents for a trade between two clients may use and report a mean rate, provided the fees and commissions to both clients are identical. Otherwise, any clientspecific fees/commissions must be deducted prior to reporting the transaction price. In this case, the two net prices are the basis for the calculation * 67* 68* Circular 2008/11 Disclosure requirements for securities transactions 17

18 List of amendments The circular is amended as follows: These amendments were passed on and enter into force on Newly inserted margin nos. 1a, 3a, 3b, 6a, 8a, 10a 10c, 12a 12d, 17a, 32a, 41a, 41b, 43a, 44a, 54a, 59a, 59b Amended margin nos. 1, 3, 4, 5, 6, 7, 8, 9, 10, 12, 14, 15, 16, 17, 27, 30, 31, 37, 42, 43, 44, 45, 48, 52, 54, 55, 59, 61, 62, 67, 68 Repealed margin no. 22 Other amendments The term "exchange transaction" is replaced with "securities transactions" in the title. New title before margin nos. 18 and 65. Amended title before margin nos. 41 and 46. These amendments were passed on 6 December 2012 and enter into force on 1 January Amended margin no. 66 These amendments were passed on and enter into force on Amended margin nos. 17, 17a As at , the name Scoach Switzerland has been changed to SIX Structured Products Exchange. Circular 2008/11 Disclosure requirements for securities transactions 18

19 Contacts Philipp Rickert Partner, Head of Financial Services, Member of the Executive Committee Zurich Tel Cataldo Castagna Partner, Financial Services Zurich Tel Michael Schneebeli Partner, Financial Services Zurich Tel Patrizio Aggio Director, Financial Services Lugano Tel Olivier Gauderon Partner, Financial Services Geneva Tel Markus Schunk Partner, Head Investment Management Zurich Tel Jürg Birri Partner, Leiter Regulatory Competence Center Zurich Tel Mirko Liberto Partner, Financial Services Zurich Tel mirkoliberto@kpmg.com Manfred Suppan Director, Financial Services Zurich Tel msuppan@kpmg.com The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received, or that it will continue to be accurate in the future. one should act on such information without appropriate professional advice after a thorough examination of the particular situation KPMG AG is a subsidiary of KPMG Holding AG, which is a member of the KPMG network of independent firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss legal entity. All rights reserved. Circular 2008/11 Disclosure requirements for securities transactions 19