Conditions for Participation For the Quality Segment Börse Frankfurt Zertifikate Premium

Transcription

1 Conditions for Participation For the Quality Segment Börse Frankfurt Zertifikate *** Only original German version is legally binding! *** 1 Quotation Obligations (1) The issuer is obligated, between 9 a.m. and 7.55 p.m. of an Exchange day, to provide quotes for each of the structured products included in the quality segment Börse Frankfurt Zertifikate (hereinafter Quality Segment ) pursuant to the regulations of the Frankfurter Wertpapierbörse (hereinafter FWB ) and the Conditions for Participation of Börse Frankfurt Zertifikate AG for the trading with structured products at the Regulated Unofficial Market at FWB (hereinafter AGB Freiverkehr ). A later start of the quotation is admitted if an opening auction at the domestic exchange takes place for the underlying. In this case, the quotation shall at the latest be started after termination of the opening auction at the domestic exchange. (2) Quotes according to Paragraph 1 shall comprise a minimum lot size of 10,000 for investment products and leverage products. In deviation to Clause 1, the minimum quotation volume is reached when a volume of 10, units of the respective trading currency in case of investment products and 3, units of the respective trading currency in case of leverage products is not undergone. Leverage products are warrants and structured products with extraordinary positive or negative performance compared to the underlying or structured products with special expiry conditions. Investment products are other structured products. (3) For structured products traded in the continuous auction in the market-maker model, issuers shall, in order to determine prices without turnover, submit a separate quote (hereinafter PWT Quote ) in intervals between 30 and 240 minutes only. This shall apply regardless of the existence and time of the price determinations with turnover. (4) The quotes provided according to Paragraph 1 to 3 shall be submitted by the issuer to Börse Frankfurt Zertifikate AG (hereinafter BFZ ) via the system Xentric Quote Source provided by BFZ in a specific format determined by BFZ (see Xentric Quote Source 3.0 Application Programing Interface Sender ). Such quotes shall correspond to the data submitted to third parties respectively to information- and limit control systems, in particular with regard to quality and up-to-date-ness. In the market-maker-model, the quote submission may, in deviation to Clause 1, be carried out via the interface VALUES API.

2 Page 2 of 5 (5) The quotation obligation pursuant to Paragraph 1 to 3 does not exist, if, due to special circumstances in the area of the issuer (e.g. connection interruption, system breakdown) or due to a special market situation (e.g. extraordinary market movements of the underlying), the provision of quotes pursuant to Paragraph 1 to 3 in individual cases is unacceptable for the quote provider ( Limitation of Quotation ). The issuer shall immediately announce a limitation of quotation by indicating a quotation on the ask and bid side with 0. Furthermore, the issuer shall be exempted from provision of a volume on the ask side if 1. he does not possess any securities of the class for which he otherwise would have to provide ask prices, 2. the security was terminated by the issuer, 3. due to violation of all security limits, the security does not have a securing mechanism any more, or 4. the security is affected by a statutory, especially tax law amendment in such a way as to make a purchase of the security impossible or economically unreasonable for investors. (6) If a limitation of quotation occurs in particular due to a system failure or due to farreaching restrictions concerning the trading of underlyings, the Trading Surveillance Office and the Management Board may be notified in writing. The Management Board may announce the limitations of quotation on the website of FWB ( or arrange for the announcement on the website of the Börse Frankfurt Zertifikate AG ( Upon request by the Management Board or Trading Surveillance Office, the issuer must provide information on the reason for and the estimated duration of the limitations of quotation. (7) The issuer shall take all reasonable measures in order to remove the circumstances having led to the limitation of quotation pursuant to Paragraph 5. 2 Technical Connection (1) Before inclusion of the issuer s structured products in the Quality Segment, the issuer shall guarantee a technical connection to Xentric Quote Source or, alternatively in the Market-Maker model, to the interface VALUES API. BFZ shall be commissioned with the connection to Xentric Quote Source under application of the form Xentric Access Form Issuer. BFZ shall be entitled to commission third parties with the connection. The interface VALUES API shall be available to the issuer being XETRA participant. (2) In case of a connection to Xentric Quote Source by BFZ or any third party commissioned by BFZ, the issuer shall bear the costs of the technical connection.

3 Page 3 of 5 (3) Furthermore, the issuer shall, before inclusion of his/her structured products in the Quality Segment, have participated successfully in the XETRA simulation for trading with structured products. In the course of the simulation, evidence of the continuous quotation and the back-office processing of transactions, the processing of fee reports and the handling of special scenarios (knock-out event, mistrade, triggering of a stop order) shall especially be given. For the inclusion of structured products in the market-maker model, the functional prerequisites listed in the XETRA Circular No. 048/08. 3 Information Duties (1) BFZ may commit the issuer to submit master data and product specifications regarding initially issued structured products in a form determined by BFZ at the latest on the day before start of trading. Hereby, BFZ shall consider the interests of the issuer. BFZ may also request submission of such data to a third party. The issuer shall guarantee the up-to-date-ness of the product specifications. (2) The issuer shall be obligated, upon request, to provide BFZ with information as far as this is necessary for verification of the issuer s duties resulting from the Cooperation Agreement including these Conditions for Participation. BFZ shall be entitled to transfer such data to the Trading Surveillance Office of FWB. 4 Marketing (1) The parties intend to pursue joint development and marketing of the Quality Segment. In particular, measures to transfer knowledge in the area of structured products, to gain new customer groups and to enhance quality of the master data shall be taken. (2) BFZ shall market the Quality Segment; therefore, it may in particular publish 1. the quotes submitted by the issuer pursuant to 1 Paragraph 4, 2. the product specifications submitted by the issuer pursuant to 3 Paragraph 1, 3. the results regarding the execution speed and quote presence in nonanonymous form determined for the issuer with the help of the performance measurement, 4. the inclusion of structured products of the issuer in the Quality Segment in the internet, available on BFZ may transfer to third parties the data pursuant to Clause 1, Number 1, 2 and 4. The issuer shall agree to the publication and transfer of such data and product specifications and shall, for this purpose, provide BFZ with the data and product specifications free of opposing own

4 Page 4 of 5 rights or rights of third parties. Other agreements between the Parties shall not be affected. (3) In the course of any own marketing measures of the Quality Segment, the issuer shall use the name Börse Frankfurt Zertifikate determined by BFZ. The issuer shall also have the right to use the company logo during marketing activities. BFZ shall, upon request, provide the issuer with such logo in electronic form. 5 Börse Frankfurt Zertifikate Working Group The issuer shall be entitled to secondment of a representative of his company to the Börse Frankfurt Zertifikate Working Group. Even if such representative does not attend, BFZ shall inform him/her about current developments of the Quality Segment in adequate form. 6 Agreements with Specialists (1) The issuer may conclude with a trading participant commissioned by BFZ with adoption of the duties of the specialist for structured products included in the Quality Segment agreements on the timely initiation of the price determination or other activities of the specialist in connection with the fulfilment of its duties. (2) Agreements pursuant to Paragraph 1 may not contain provisions which might affect or endanger the fulfilment of duties of the specialist. (3) BFZ may request access to the agreements pursuant to Paragraph 1 if the justified suspicion exists that such agreements violate provisions of Paragraph 2. In this case, BFZ is also entitled to allow the Trading Surveillance Office of FWB access to these agreements. The issuer shall, by way of according contractual agreements with the specialist, make sure that there are no opposing rights of the specialist. Contractual Agreements regarding the remuneration of the specialist are exempt from the right to get access. 7 Breaches of Duty (1) In case of a gross breach of duty or repeated breaches of duty by the issuer against duties resulting from the Cooperation Agreement including these Conditions for Participation, BFZ shall be entitled to request from the issuer payment of a contractual penalty up to an amount of EUR 20, In case of request of a contractual penalty, the nature and extent of the breach or the breaches shall be considered by BFZ.

5 Page 5 of 5 (2) The right of BFZ to submit warnings to the issuer and to terminate without notice such Cooperation Agreement upon good cause shall not be affected. 8 Liability The liability of the Parties shall be limited to gross negligence and intention. 9 Applicability of Conditions for Participation for Quote Providers The issuer shall be entitled, in order to fulfil its duties from 1, 2 and 6 of these Conditions for Participation, to name a quote provider. In this case, the issuer shall guarantee that the quote provider orderly fulfils the respective duties.