CAPITAL MARKETS. Listing of bonds on the Luxembourg Stock Exchange

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1 CAPITAL MARKETS Listing of bonds on the Luxembourg Stock Exchange

2 Our services Our Capital Markets team provides the full range of listing agency services and can assist you with all the steps of the listing process, from: (i) the drafting of the listing prospectus (in order to ensure compliance with applicable rules and regulations); and (ii) the preparation and review of the application file; to (iii) the coordination of the prospectus approval/ listing application request with the relevant authorities, i.e. the Commission de Surveillance du Secteur Financier (the Luxembourg Supervisory Commission of the Financial Sector) and/or the Luxembourg Stock Exchange (including assistance with any regulatory issues that may arise during the listing process). Our Capital Markets team also provides advice and assistance in connection with all ongoing reporting and disclosure obligations that may result from the listing and/or admission to trading of securities on one of the markets operated by the Luxembourg Stock Exchange. Although great care has been taken when compiling this overview, Loyens & Loeff Luxembourg S.à r.l. does not accept any responsibility whatsoever for any Disclaimer: consequences arising from the information in this publication being used without its consent. The information provided in the publication is intended for general Although informational great care purposes has been and taken can when not be compiling considered this as overview, advice. Loyens & Loeff Luxembourg S.à r.l. does not accept any responsibility whatsoever for any consequences arising from the information in this publication being used without its consent.the information provided in the publication is intended for general informational purposes and can not be considered as advice.

3 Listing of bonds on the Luxembourg Stock Exchange 3 The Luxembourg Stock Exchange Over the years Luxembourg has become a renowned financial centre, with an innovative and favourable legal and tax framework tailored in response to the ever growing interest in its securities markets. As a result of this favourable legal and regulatory environment and its customer-oriented and flexible approach to the securities industry, the Luxembourg Stock Exchange (the LuxSE) has become an attractive international marketplace. The LuxSE, which was founded in 1928, operates two markets: (i) a regulated market within the meaning of Directive 2014/65/UE on markets in financial instruments (MiFID II) (the Regulated Market) and (ii) a multilateral trading facility (the Euro MTF). The LuxSE has from its inception always offered an innovative marketplace for international issuers and for a large range of securities. According to recent figures published by the LuxSE, the markets it operates combine over 37,000 quotation lines of securities, of which more than 25,000 are debt securities, from over 2,200 issuers in more than 100 countries. In 2016, the LuxSE launched the Luxembourg Green Exchange (the LGX), the first platform dedicated exclusively to green securities. It now has over 136 listed green bonds in various currencies. All securities listed on the LGX are recognised globally as 100% green. Issuers of green bonds listed on the LGX need to comply with certain listing and post-listing requirements, reflecting the industry s best practices for green securities. Social and sustainable bonds may now also be traded on the LGX in a similar way as green bonds. Reasons for listing bonds on the Luxembourg Stock Exchange There are many reasons for obtaining a listing and/or an admission to trading which usually aim at: raising funds for business growth; increasing liquidity for an issuer s securities; granting visibility and more security to investors; and/or providing investors with certain tax and/or regulatory advantages. By offering an attractive environment for issuers, and by having the broadest range of securities listed in Europe, the LuxSE has gained strong market recognition and its know-how enjoys a high reputation among international issuers. The LuxSE offers professional customer-oriented services by providing a fast, flexible and secured listing process as well as competitive fees. Furthermore, issuers and investors in Luxembourg benefit from strong and stable regulatory and tax frameworks, in line with European Union directives and regulations.

4 4 Markets operated by the Luxembourg Stock Exchange The LuxSE operates two markets: (i) the Regulated Market, which qualifies as an European Union regulated market within the meaning of MiFID II; and (ii) the exchange regulated market called Euro MTF, set up in 2005 as a multilateral trading facility within the meaning of MiFID II, which provides an alternative market to the European Union regulated markets. The Regulated Market falls within the scope of various European Directives (in particular Directive 2003/71/EC, as amended (the Prospectus Directive)1 and Directive 2004/109/EC, as amended (the Transparency Directive))2 and offers the possibility for issuers to benefit from the European passport which, on the basis of an already approved Prospectus Directive-compliant prospectus, allows them to apply for the admission to listing and trading of these securities on the regulated market of another Member State of the European Union. As opposed to the Regulated Market, issuers applying for a listing on the Euro MTF may not benefit from the European passport. However, as the Euro MTF lies outside the scope of the Prospectus Directive and the Transparency Directive, issuers having securities admitted to trading on the Euro MTF are bound by less costly and stringent requirements. Additionally, securities listed on the Euro MTF are eligible for Eurosystem collateral operations. Both the Regulated Market and the Euro MTF fall within the scope of Regulation 596/2014 on market abuse (the Market Abuse Regulation) which entered into force on 3 July An application for admission to trading of securities on one of the markets operated by the LuxSE is also deemed to be an application for admission to the Official List held by the LuxSE. Additionally, the LuxSE now also offers a new alternative enabling issuers to list their securities on the recently launched Securities Official List (SOL) without requiring such securities to be admitted to trading on one of its markets. The SOL is governed by a dedicated rulebook of the LuxSE (available through (the SOL Rulebook) and Grand Ducal Regulation of 13 July It offers a new alternative for issuers looking for visibility whilst being spared 1 Implemented in Luxembourg by the law dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Law). 2 Implemented in Luxembourg by the law dated 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, as amended (the Transparency Law). 3 Implementing Directive 2001/34/EC on the admission of securities to official stock exchange listing and on information to be published on those securities.

5 Listing of bonds on the Luxembourg Stock Exchange 5 the extensive regulatory framework applicable to admissions to trading of securities. As such, issuers on the SOL are not subject to the rules and regulations relating to the admission to trading of securities (notably the EU harmonised prospectus, transparency and market abuse regimes), but at the same time benefit from the visibility of having their securities listed on a recognised official list. Listing requirements The requirements for a listing and admission to trading on the Regulated Market or the Euro MTF are laid down in the and Regulations of the Luxembourg Stock Exchange (the ), whilst the requirements for a listing on the SOL only are laid down in the SOL Rulebook. The table below summarises the applicable requirements for (i) the listing and admission to trading of bonds on any one of the markets operated by the LuxSE and (ii) a listing on the SOL only. Competent authority to decide on the application for listing and admission to trading Number of bonds Listing and admission to trading on the Regulated Market / Euro MTF LuxSE All bonds of the same class must be listed Listing on the SOL LuxSE All bonds of the same class must be listed Negotiability of the bonds Freely transferable Freely transferable Minimum distribution to the public (free float) Not applicable Not applicable Minimum issue amount EUR 200,000 EUR 200,000 Operating history Convertible bonds, exchangeable bonds and bonds with warrants attached Clearing and settlement No minimum operating history required The underlying shares must have been admitted or be admitted at the same time to listing on the LuxSE, or on another market that operates in a legitimate, recognised and open manner Yes (via systems recognised by the LuxSE, i.e. Euroclear, Clearstream, LuxCSD and BNY Mellon CSD) No minimum operating history required The underlying shares must have been admitted or be admitted at the same time to listing on the LuxSE, or on another market that operates in a legitimate, recognised and open manner Not required

6 6 Application file Listing and admission to trading An application file must be submitted to the LuxSE, containing in particular a copy of the draft listing prospectus and the relevant forms (e.g. undertaking letter, application form), together with the supporting documents relating to the bonds. A request for the admission to trading of bonds on one of the markets operated by the LuxSE is deemed to be simultaneously an application for admission to the Official List of the LuxSE. While an application for the admission to trading of bonds on the Regulated Market will require the prior approval by the Commission de Surveillance du Secteur Financier, the Luxembourg supervisory commission of the financial sector (the CSSF), of a prospectus drawn up in accordance with Regulation (EC) No. 809/2004, as amended (the Prospectus Regulation), an application for an admission to trading on the Euro MTF will require the prior approval by the LuxSE of a prospectus drawn up in accordance with the. Lastly, issuers having securities admitted to trading on the Regulated Market or the Euro MTF are required to obtain a Legal Entity Identifier (LEI) code, which is a 20-digit unique and universal identifier designed to permit absolute certainty in the identification of entities participating in financial transactions and exchanging information with local regulators and trading venues, which has become a standard requirement under a number of EU regulations and directives, including capital markets legislation. Listing on the SOL only In the case of a listing on the SOL only, the SOL Rulebook requires an information notice (the Information Notice) to be prepared in accordance with the SOL Rulebook and approved by the LuxSE, in addition to the customary application forms. Issuers will also need to provide the LuxSE with their LEI in connection with the application. Summary table The table below summarises certain key information that a prospectus or an Information Notice should contain. Regulated Market Euro MTF Listing on the SOL Competent authority for the approval of the prospectus CSSF LuxSE LuxSE Contents of the prospectus Prospectus drawn up in accordance with the Prospectus Regulation. Information to be provided in the prospectus is less detailed if the bonds have a minimum denomination per unit of at least EUR 100,000 Prospectus drawn up in accordance with the. Information to be provided in the prospectus is less detailed if the bonds qualify as Eurobonds or have a minimum denomination per unit of at least EUR 100,000 (as defined by the ) Information Notice drawn up in accordance with the SOL Rulebook. Information to be provided in the Information Notice is less detailed if the bonds have a minimum denomination per unit of at least EUR 100,000

7 Listing of bonds on the Luxembourg Stock Exchange 7 Regulated Market Euro MTF Listing on the SOL Prospectus language English, German, French or Luxembourgish English, German, French or Luxembourgish English, German, French or Luxembourgish Annual financial information Two years Two years Summarised information if bonds qualify as Eurobonds (as defined by the ) Selected key historical financial information presented for each financial year of the period covered by the historical financial information Half-yearly information Yes, if annual accounts are older than nine months or if half-yearly accounts have already been published by the issuer (not required if the bonds have a minimum denomination per unit of at least EUR 100,000) Yes, if annual accounts are older than nine months (not required if the bonds have a minimum denomination per unit of at least EUR 100,000) No, only a description of any significant changes to the issuer s financial position since the last audited financial information Quarterly financial information Yes, if published by the issuer (not required if bonds have a minimum denomination per unit of at least EUR 100,000) Not required Not required Financial information must be prepared in IFRS Yes (or equivalent for non EEA issuers) No, national GAAP are accepted No, national GAAP are accepted Financial information must be audited Yes Yes Yes In case of bonds guaranteed by a guarantor, disclosure on the guarantor as if he was the issuer of the bonds Yes (limited derogations are available) Yes (derogation possible in certain circumstances) Yes (derogation possible in certain circumstances) If the bonds are convertible, exchangeable or with warrants attached, provide information on the issuer of the underlying shares as if he was the issuer of the bonds Passporting of the prospectus / Information Notice possible Yes Yes No Yes No No

8 8 Fees Fees levied by the CSSF and/or the LuxSE depend on the type of listing and/or admission to trading which is applied for, the nature of the issuer and its securities and whether it is a first listing and/or admission to trading. The table below describes the applicable fees in the case of an ordinary issuer, i.e. not a supra-national issuer, applying for a first listing and/or admission to trading of bonds under a standalone issuance. 4 Listing and admission to trading on the Regulated Market Listing and admission to trading on the Euro MTF Listing on the SOL Visa fees for prospectus approval EUR 5,000 (levied by the CSSF) EUR 2,500 (levied by the LuxSE) One-off fee to be agreed with the LuxSE One-off listing fees due to the LuxSE EUR 1,200 EUR 1,200 Annual maintenance fees payable to the LuxSE (increases depending on the issue amount) Starting from EUR 500 (for an issue amount equal to or lower than EUR 50,000,000) Starting from EUR 500 (for an issue amount equal to or lower than EUR 50,000,000) Ongoing and periodic reporting and disclosure obligations Once the listing and/or admission to trading is effective, issuers will become subject to ongoing and periodic disclosure and reporting obligations. These obligations vary depending on which market the bonds are listed and/or admitted to trading and they will generally be more stringent and costly in the case of bonds admitted to trading on the Regulated Market. Those obligations derive from the Transparency Law 5 (save in respect of bonds admitted to trading on the Euro MTF only), the Market Abuse Regulation and the. Issuers of securities listed on the SOL only benefit from an extremely alleviated reporting regime set out exclusively in the SOL Rulebook, as they are not subject to regulations relating to the admission to trading (notably the Transparency Law and the Market Abuse Regulation). The tables below provide a non-exhaustive summary of certain ongoing and periodic disclosure and reporting obligations applicable to issuers with (i) bonds listed and admitted to trading on the Regulated Market, (ii) bonds listed and admitted to trading on the Euro MTF or (iii) bonds listed on the SOL only. 4 All information regarding the relevant applicable fees may be found on the website of the LuxSE at the following address: 5 To the extent Luxembourg is the issuer s Home Member State within the meaning of the Transparency Law.

9 Listing of bonds on the Luxembourg Stock Exchange 9 Bonds listed and admitted to trading on the Regulated Market References Nature of the information Timing for reporting Reporting obligations and disclosure Transparency Law Transparency Law Transparency Law Market Abuse Regulation Information relating to securities and corporate events Information concerning the bonds which must be disclosed by the issuer All information deemed useful for the protection of bondholders and for the due and proper operation of the market Disclosure obligations Publication of annual financial reports (IFRS or equivalent) Publication of half-yearly reports (IFRS or equivalent) Publication of changes to the bondholders rights Publication of inside information (subject to certain conditions, such publication may be delayed) As soon as possible, but before the events affecting the bonds or relating to corporate matters take place By the deadline for making public and filing such information at the latest As soon as possible Within four months after year-end Within three months after half yearend Without delay As soon as possible Market Abuse Regulation Managers transactions notifications Within three business days

10 10 Bonds listed and admitted to trading on the Euro MTF References Nature of the information Timing for reporting Reporting obligations and disclosure Market Abuse Regulation Information relating to securities and corporate events Information concerning the bonds which must be disclosed by the issuer All information deemed useful for the protection of bondholders and for the due and proper operation of the market Disclosure obligations Publication of annual financial reports but exemptions are available (national GAAP, IFRS or equivalent) Publication of redemption or repayment notices Publication of changes to the bondholders rights Publication of inside information (subject to certain conditions, such publication may be delayed) As soon as possible, but before the events affecting the bonds or relating to corporate matters take place By the deadline for making public and filing such information at the latest As soon as possible As soon as possible Promptly Promptly As soon as possible Market Abuse Regulation Managers transactions notifications Within three business days Bonds listed on the SOL only References Nature of the information Timing for reporting Reporting obligations and disclosure SOL Rulebook SOL Rulebook Information relating to securities and corporate events Information concerning the bonds which must be disclosed by the issuer As soon as possible, but before the events affecting the bonds or relating to corporate matters take place By the deadline for making public and filing such information at the latest

11 Listing of bonds on the Luxembourg Stock Exchange 11 About Loyens & Loeff Loyens & Loeff is a Luxembourg leading law firm providing comprehensive and fully integrated legal and tax advice on corporate and commercial law, banking and finance, investment management, M&A, private equity, real estate, tax law and litigation in the Netherlands, Belgium, Luxembourg and Switzerland. Our clients include private and public companies, financial institutions, investment funds and family offices. The firm has six offices in the Benelux countries and Switzerland, and seven in important financial centres of the world with around 900 legal and tax experts. loyensloeff.com Contact information Cédric Raffoul Partner T Cedric.Raffoul@loyensloeff.com Arnaud Barchman Wuytiers van Vliet Senior Associate T Arnaud.Barchman@loyensloeff.com Loyens & Loeff Luxembourg S.à r.l. Avocats à la Cour 18-20, rue Edward Steichen L-2540 Luxembourg T F Loyens & Loeff is an associate member of the International Capital Market Association (ICMA).

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