HTML PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN"EN
9.6.2012 Official
Journal
of
the
European
Union L
150/1
II
(Non-legislative acts)
REGULATIONS
COMMISSION DELEGATED REGULATION (EU) No 486/2012
of 30 March 2012
amending Regulation (EC) No 809/2004 as regards the format and the content of the prospectus, the
base prospectus, the summary and the final terms and as regards the disclosure requirements
(Text with EEA relevance)
THE EUROPEAN COMMISSION,
preceding the issuance of the prospectus as laid down in
Article 10 of Directive 2003/71/EC was deleted by
Directive 2010/73/EU of the European Parliament and
of the Council of 24 November 2010 amending
Having regard to the Treaty on the Functioning of the European
Directives 2003/71/EC on the prospectus to be
Union,
published when securities are offered to the public or
admitted to trading and 2004/109/EC on the harmon
isation of transparency requirements in relation to
information about issuers whose securities are admitted
to trading on a regulated market (
Having regard to Directive 2003/71/EC of the European

4 ). This amendment
should be reflected in Regulation (EC) No 809/2004.
Parliament and of the Council of 4 November 2003 on the
prospectus to be published when securities are offered to the
public or admitted to trading and amending Directive
2001/34/EC ( 1 ), and in particular Articles 5(5) and 7(1) thereof,
(3) The
threshold
relating
to
the
obligation
to
publish
a
prospectus established by Article 3 of Directive
2003/71/EC was increased from EUR
50
000 to
Whereas:
EUR 100 000 by Directive 2010/73/EU. This change
should also be introduced in Regulation (EC)
No 809/2004.
(1) Commission
Regulation
(EC)
No
809/2004
of
29
April
2004 implementing Directive 2003/71/EC of the
European Parliament and of the Council as regards
(4) Directive
2010/73/EU
introduced
new
provisions
in
information contained in prospectuses as well as the
order to enhance investor protection, reduce adminis
format, incorporation by reference and publication of
trative burdens for companies when raising capital in
such prospectuses and dissemination of advertisements ( 2 )
the securities markets in the Union, and increase effi
sets out in detail information which must be included in
ciency in the prospectus regime, which makes it
a prospectus for different kinds of securities in order to
necessary to adopt amendments to Regulation (EC)
comply with Article 5(1) of Directive 2003/71/EC.
No 809/2004 in relation to the format of the final
terms of a base prospectus, the format of the summary
of the prospectus, and the detailed content and specific
form of the key information to be included in the
(2) As a consequence of Directive 2004/109/EC of the
summary.
European Parliament and of the Council of 15 December
2004 on the harmonisation of transparency requirements
in relation to information about issuers whose securities
are admitted to trading on a regulated market and
amending Directive 2001/34/EC (
(5) In
order
to
avoid
that
the
final
terms
of
a
base

3 ), the requirement for
the issuer to provide annually a document containing or
prospectus contain information that needs to be
referring to all information published in the 12 months
approved by the competent authorities, the base
prospectus should contain all information which the
issuer knew at the time of drawing up the prospectus.
( 1 ) OJ L 345, 31.12.2003, p. 64.
( 2 ) OJ L 149, 30.4.2004, p. 1.
( 3 ) OJ L 390, 31.12.2004, p. 38.
( 4 ) OJ L 327, 11.12.2010, p. 1.

---

L 150/2
EN
Official Journal of the European Union
9.6.2012
(6) It
should
be
provided
that
the
base
prospectus
may
all the disclosure requirements for summaries.
contain options in relation to all information required
Summaries should be drafted in plain language, pres
for the relevant securities note schedules and building
enting the information in an easily accessible way.
blocks. Final terms should then state which of those
options are applicable to the individual issue by
referring to the relevant sections of the base prospectus
(12) In order to improve the efficiency of the Union’s
or by reproducing such information. It should be allowed
securities markets and reduce the administrative costs
to include certain additional information which does not
for issuers when raising capital, a proportionate
relate to the securities note in the final terms, if it is
disclosure regime, as required by Article 7(2)(g) of
considered useful for the investors. That additional
Directive 2003/71/EC, should be introduced for offers
information should be specified in this Regulation.
of shares to existing shareholders who can either
subscribe the shares or sell the right to subscribe the
shares.
(7) The
final
terms
should
not
amend
or
replace
any
information contained in the base prospectus as any
(13) As
required
by
Article
7(2)(e)
of
Directive
2003/71/EC,
a
new information which may affect the investor’s
proportionate disclosure regime should adequately take
assessment of the issuer and of the securities is to be
into account the size of issuers, in particular credit insti
included in a supplement or a new base prospectus,
tutions issuing non-equity securities referred to in
which is subject to prior approval by the competent
Article 1(2)(j) of Directive 2003/71/EC, which chose to
authority. Accordingly, the final terms should not
opt into the regime of Directive 2003/71/EC, small and
include any new description of any new payment
medium-sized enterprises and companies with reduced
conditions which was not included in the base
market capitalisation. However, such issuers should be
prospectus.
allowed to choose between schedules with proportionate
requirements and the full disclosure regime.
(8) The
summary
should
provide
the
investors
with
key (14) The
proportionate
disclosure
regimes
should
take
into
information as required by Article 5(2) of Directive
account the need to improve investor protection and
2003/71/EC. For that purpose, the summary specific to
the amount of information already disclosed to the
the individual issue should combine that information in
markets.
the summary of the base prospectus which is only
relevant to the individual issue with the relevant parts
of the final terms. The summary of the individual issue
(15) Advertisements should inform investors when no
should be annexed to the final terms.
prospectus is required in accordance with Directive
2003/71/EC unless the issuer, the offeror or the person
asking for admission to trading on a regulated market
chooses to publish a prospectus that complies with the
(9) For
securities
linked
to
or
backed
by
an
underlying
asset,
requirements of Directive 2003/71/EC and this Regu
the base prospectus should disclose all information about
lation.
the type of underlying asset already known at the date of
its approval. Therefore, only issue specific details in
relation to this underlying asset should be included in
(16) In
consideration
of
the
need
to
provide
issuers
with
a
the final terms as the choice of the relevant underlying
transitional period to adapt to the new requirements
asset may be influenced by market conditions.
introduced by this Regulation, this Regulation should
only apply to prospectuses and base prospectuses
which have been approved by a competent authority
on the date of or after its entry into force.
(10) Provisions on the format and the content of the
summary of the prospectus should be laid down so
that equivalent information appears in the same
(17) Regulation (EC) No
809/2004 should therefore be
position in the summaries and that similar products
amended accordingly,
can be easily compared. Accordingly, where an element
is not applicable to a prospectus, that element should
appear in the summary with the mention ‘not applicable’.
HAS ADOPTED THIS REGULATION:
Article 1
(11) A
summary should be a self-contained part of the
prospectus. Where an issuer, an offeror or a person
Amendments to Regulation (EC) No 809/2004
asking for admission to trading on a regulated market
is not under an obligation to include a summary in a
Regulation (EC) No 809/2004 is amended as follows:
prospectus but wishes to produce an overview section in
the prospectus, this section should not be entitled
‘Summary’ unless the overview section complies with
(1) in Article 1, point 3 is deleted;

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/3
(2) in Article 2, the following point 13 is added:
given in the base prospectus or the final terms. The
categories shall be defined as follows:
‘13. “Rights issue”, means any issue of statutory pre-
emption rights which allow for the subscription of
(a) “Category A” means the relevant information which
new shares and is addressed only to existing share
shall be included in the base prospectus. This
holders. Rights issue also includes an issue where
information cannot be left in blank for later
such statutory pre-emption rights are disabled and
insertion in the final terms;
replaced by an instrument or a provision conferring
near identical rights to existing shareholders when
those rights meet the following conditions:
(b) “Category B” means that the base prospectus shall
include all the general principles related to the
information required, and only the details which are
(a) shareholders are offered the rights free of charge;
unknown at the time of the approval of the base
prospectus can be left in blank for later insertion in
the final terms;
(b) shareholders are entitled to take up new shares in
proportion to their existing holdings, or, in the
case of other securities giving a right to
participate in the share issue, in proportion to
(c) “Category C” means that the base prospectus may
their entitlements to the underlying shares;
contain a reserved space for later insertion for the
information which was not known at the time of
the approval of the base prospectus. Such information
shall be inserted in the final terms.
(c) the rights to subscribe are negotiable and trans
ferable or, if not, the shares arising from the
rights are sold at the end of the offer period
for the benefit of those shareholders who did
2. Where
the
conditions
of
Article
16(1)
of
Directive
not take up those entitlements;
2003/71/EC apply, a supplement shall be required.
(d) the issuer is able, as regards the entitlements
Where those conditions do not apply, the issuer, the
referred to in point (b), to impose limits or
offeror or the person asking for admission to trading on
restrictions or exclusions and make arrangements
a regulated market shall publish a notice of the change.’;
it considers appropriate to deal with treasury
shares, fractional entitlements and requirements
laid down by law or by a regulatory authority
in any country or territory;
(4) Article 3 is replaced by the following:
(e) the minimum period during which shares may be
‘Article 3
taken up is the same as the period for the
Minimum information to be included in a prospectus
exercise of statutory pre-emption rights laid
down in Article 29(3) of Council Directive
A prospectus shall be drawn up by using one or a
77/91/EEC (*);
combination of the schedules and building blocks set
out in this Regulation.
(f) the rights lapse at the expiration of the exercise
period.
A prospectus shall contain the information items required
in Annexes I to XVII and Annexes XX to XXIX depending
on the type of issuer or issues and securities involved.
___________
Subject to Article 4a(1), a competent authority shall not
(*) OJ L 26, 31.1.1977, p. 1.’;
request that a prospectus contains information items
which are not included in Annexes I to XVII or Annexes
XX to XXIX.
(3) in Chapter I, the following Article 2a is added:
In order to ensure conformity with the obligation referred
to in Article 5(1) of Directive 2003/71/EC, the competent
‘Article 2a
authority of the home Member State, when approving a
Categories of information in the base prospectus and
prospectus in accordance with Article 13 of that Directive,
the final terms
may, on a case-by-case basis, require the information
provided by the issuer, the offeror or the person asking
1. The
categories
set
out
in
Annex
XX
shall
determine
for admission to trading on a regulated market to be
the degree of flexibility by which the information can be
completed, for each of the information items.

---

L 150/4
EN
Official Journal of the European Union
9.6.2012
Where the issuer, the offeror or the person asking for the
(8) in Article 21, the following paragraph 3 is added:
admission to trading on a regulated market is required to
include a summary in a prospectus, in accordance with
Article 5(2) of Directive 2003/71/EC, the competent
‘3. The issuer, the offeror and the person asking for
authority of the home Member State, when approving
admission to trading on a regulated market may choose
the prospectus in accordance with Article 13 of that
to draw up a prospectus in accordance with the propor
Directive, may, on a case-by-case basis, require certain
tionate schedules set out in Annexes XXIII to XXIX instead
information provided in the prospectus, to be included
of the schedules set out in Annexes I, III, IV, IX, X and XI
in the summary.’;
as described in the second subparagraph provided that the
respective conditions laid down in Articles 26a, 26b and
26c are fulfilled.
(5) Article 4a is amended as follows:
Where the issuer, the offeror and the person asking for
(a) in paragraph 2, the introductory phrase of the first
admission to trading on a regulated market makes that
subparagraph is replaced by the following:
choice:
(a) the reference to Annex I in Annex XVIII shall be read
‘The competent authority shall base any request
as a reference to Annex XXIII or XXV;
pursuant to the first subparagraph of paragraph 1 on
the requirements set out in item 20.1 of Annex I, item
15.1 of Annex XXIII, item 20.1 of Annex XXV, item
11.1 of Annex XXVII and item 20.1 of Annex XXVIII
(b) the reference to Annex III in Annex XVIII shall be read
as regards the content of financial information and the
as a reference to Annex XXIV;
applicable accounting and auditing principles, subject
to any modification which is appropriate in view of
any of the following factors:’;
(c) the reference to Annex IV in Annex XVIII shall be read
as a reference to Annex XXVI;
(b) in paragraph 4, point (a) is replaced by the following:
(d) the reference to Annex IX in Annex XVIII shall be read
as a reference to Annex XXVII;
‘(a) its entire business undertaking at the time that the
prospectus is drawn up is not accurately repre
(e) the reference to Annex X in Annex XVIII shall be read
sented in the historical financial information
as a reference to Annex XXVIII;
which it is required to provide under item 20.1
of Annex I, item 15.1 of Annex XXIII, item 20.1
of Annex XXV, item 11.1 of Annex XXVII and
(f) the reference to Annex XI in Annex XVIII shall be read
item 20.1 of Annex XXVIII;’;
as a reference to Annex XXIX.’;
(c) paragraph 6 is replaced by the following:
(9) Article 22 is amended as follows:
‘6. For the purposes of paragraph 5 of this Article,
(a) paragraph 1 is replaced by the following:
and of item 20.2 of Annex I, item 15.2 of Annex
XXIII and item 20.2 of Annex XXV, a significant
gross change means a variation of more than 25 %,
‘1. A
base
prospectus
shall
be
drawn
up
using
one
relative to one or more indicators of the size of the
or a combination of schedules and building blocks
issuer’s business, in the situation of an issuer.’;
provided for in this Regulation according to the
combinations for various types of securities set out
in Annex XVIII.
(6) in Articles 7, 8, 12, 16 and 21, and in Annexes IV, V, VII
to X, XII, XIII, XV and XVIII, the figure ‘50 000’ is replaced
by ‘100 000’;
A base prospectus shall contain the information items
required in Annexes I to XVII, Annex XX and Annexes
XXIII to XXIX depending on the type of issuer and
securities involved, provided for in the schedules and
(7) in Article 9, the following second paragraph is added:
building blocks set out in this Regulation. A
competent authority shall not request that a base
prospectus contains information items which are not
‘Item 3 of Annex VI shall not apply where a Member State
included in Annexes I to XVII, Annex XX or Annexes
acts as guarantor.’;
XXIII to XXIX.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/5
In order to ensure conformity with the obligation
‘1a. a section containing a template, the “form of
referred to in Article 5(1) of Directive 2003/71/EC,
the final terms”, which has to be filled out for each
the competent authority of the home Member State,
individual issue;’;
when approving a base prospectus in accordance with
Article 13 of that Directive, may, on a case-by-case
basis, require the information provided by the issuer,
(e) in paragraph 7, the following second subparagraph is
the offeror or the person asking for admission to
added:
trading on a regulated market to be completed for
each of the information items.
‘Where the issuer needs to prepare a supplement
concerning information in the base prospectus that
Where the issuer, the offeror or the person asking for
relates to only one or several specific issues, the
the admission to trading on a regulated market is
right of investors to withdraw their acceptances
required to include a summary in a base prospectus,
pursuant to Article 16(2) of Directive 2003/71/EC
in accordance with Article 5(2) of Directive
shall only apply to the relevant issues and not to
2003/71/EC, the competent authority of the home
any other issues of securities under the base prospec
Member State, when approving the base prospectus
tus.’;
in accordance with Article 13 of that Directive, may,
on a case-by-case basis, require certain information
provided in the base prospectus to be included in
(10) Article 24 is replaced by the following:
the summary.’;
(b) the following paragraph 1a is inserted:
‘Article 24
Content of the summary of the prospectus, of the
base prospectus and of the individual issue
‘1a. The
base
prospectus
may
contain
options
with
regard to information categorised as Category A,
1. The issuer, the offeror or the person asking for the
Category B and Category C, required by the relevant
admission to trading on a regulated market shall determine
securities note schedules and building blocks, and set
the detailed content of the summary referred to in
out in Annex XX. The final terms shall determine
Article 5(2) of Directive 2003/71/EC in accordance with
which of these options is applicable to the individual
this Article.
issue, by referring to the relevant sections of the base
prospectus or by replicating such information.’;
A summary shall contain the key information items set
out in Annex XXII. Where an item is not applicable to a
(c) paragraph 4 is replaced by the following:
prospectus, such item shall appear in the summary with
the mention “not applicable”. The length of the summary
shall take into account the complexity of the issuer and of
‘4. The
final
terms
attached
to
a
base
prospectus
the securities offered, but shall not exceed 7 % of the
shall only contain the following:
length of a prospectus or 15 pages, whichever is the
longer. It shall not contain cross-references to other
parts of the prospectus.
(a) within the various securities notes schedules
according to which the base prospectus is drawn
up, the information items in Categories B and C
The order of the sections and of the elements of Annex
listed in Annex XX. When an item is not
XXII shall be mandatory. The summary shall be drafted in
applicable to a prospectus, the item shall appear
clear language, presenting the key information in an easily
in the final terms with the mention “not appli
accessible and understandable way. Where an issuer is not
cable”;
under an obligation to include a summary in a prospectus
pursuant to Article 5(2) of Directive 2003/71/EC, but
produces an overview section in the prospectus, this
(b) on a voluntary basis, any “additional information”
section shall not be entitled “Summary” unless the issuer
set out in Annex XXI;
complies with all disclosure requirements for summaries
laid down in this Article and Annex XXII.
(c) any replication of, or reference to, options already
provided for in the base prospectus which are
2. The
summary
of
the
base
prospectus
may
contain
applicable to the individual issue.
the following information:
The final terms shall not amend or replace any
(a) information included in the base prospectus;
information in the base prospectus.’;
(b) options for information required by the securities note
(d) in paragraph 5, the following point 1a is inserted:
schedule and its building block(s);

---

L 150/6
EN
Official Journal of the European Union
9.6.2012
(c) information required by the securities note schedule
A clear and prominent statement shall be inserted in the
and its building block(s) left in blank for later
final terms indicating:
insertion in the final terms.
(a) that the final terms have been prepared for the
3. The
summary
of
the
individual
issue
shall
provide
purpose of Article 5(4) of Directive 2003/71/EC and
the key information of the summary of the base
must be read in conjunction with the base prospectus
prospectus combined with the relevant parts of the final
and its supplement(s);
terms. The summary of the individual issue shall contain
the following:
(b) where the base prospectus and its supplement(s) are
published in accordance with Article 14 of Directive
(a) the information of the summary of the base
2003/71/EC;
prospectus which is only relevant to the individual
issue;
(c) that in order to get the full information both the base
(b) the options contained in the base prospectus which are
prospectus and the final terms must be read in
only relevant to the individual issue as determined in
conjunction;
the final terms;
(d) that a summary of the individual issue is annexed to
(c) the relevant information given in the final terms which
the final terms.
has been previously left in blank in the base
prospectus.
The final terms may include the signature of the legal
representative of the issuer or the person responsible for
Where the final terms relate to several securities which
the prospectus according to the relevant national law or
differ only in some very limited details, such as the issue
the signature of both.
price or maturity date, one single summary of the indi
vidual issue may be attached for all those securities,
provided the information referring to the different
5a. The
final
terms
and
the
summary
of
the
individual
securities is clearly segregated.
issue shall be drawn up in the same language respectively
as the approved version of the form of the final terms of
the base prospectus and as the summary of the base
The summary of the individual issue shall be subject to the
prospectus.
same requirements as the final terms and shall be annexed
to them.’;
When the final terms are communicated to the competent
authority of the host Member State or, if there is more
(11) in Article 25(5), the following third subparagraph is added:
than one host Member State, to the competent authorities
of the host Member States, in accordance with Article 5(4)
of Directive 2003/71/EC, the following language rules
‘In any case, a new filing of final terms and summary of
shall apply to the final terms and the annexed summary:
the individual issue annexed thereto corresponding to
offers made prior to the production of a new summary
or a supplement to the summary shall not be required.’;
(a) where the summary of the base prospectus is to be
translated pursuant to Article 19 of Directive
(12) in Article 26, paragraph 5 is replaced by the following:
2003/71/EC, the summary of the individual issue
annexed to the final terms shall be subject to the
same translation requirements as the summary of the
‘5. The
final
terms
shall
be
presented
in
the
form
of
a
base prospectus;
separate document or be included in the base prospectus.
The final terms shall be prepared in an easily analysable
and comprehensible form.
(b) where the base prospectus is to be translated pursuant
to Article 19 of Directive 2003/71/EC, the final terms
and the summary of the individual issue annexed
The items of the relevant securities note schedule and its
thereto, shall be subject to the same translation
building blocks, which are included in the base prospectus,
requirements as the base prospectus.
shall not be reproduced in the final terms.
The issuer shall communicate those translations, together
The issuer, the offeror or the person asking for admission
with the final terms, to the competent authority of the
to trading on a regulated market may include any of the
host Member State or, if there is more than one host
additional information set out in Annex XXI in the final
Member State, to the competent authorities of the host
terms.
Member States.’;

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/7
(13) the following Chapter IIIa is inserted:
However, small and medium-sized enterprises and
companies with reduced market capitalisation may
instead choose to draw up a prospectus in accordance
with the schedules set out Annexes I to XVII and XX to
‘CHAPTER IIIa
XXIV.
PROPORTIONATE DISCLOSURE REGIME
Article 26a
Article 26c
Proportionate schedule for rights issues
Proportionate requirements for issues by credit
1. The proportionate schedules set out in Annexes
institutions referred to in Article 1(2)(j) of Directive
XXIII and XXIV shall apply to rights issues, provided
2003/71/EC
that the issuer has shares of the same class already
Credit institutions issuing securities referred to in
admitted to trading on a regulated market or a multilateral
Article 1(2)(j) of Directive 2003/71/EC that draw up a
trading facility as defined in point 15 of Article 4(1) of
prospectus in accordance with Article 1(3) of that
Directive 2004/39/EC of the European Parliament and of
Directive may choose to include in their prospectus
the Council (*).
historical financial information covering only the last
financial year, or such shorter period that the issuer has
been in operation, in accordance with Annex XXIX to this
2. Issuers
whose
shares
of
the
same
class
are
already
Regulation.
admitted to trading on a multilateral trading facility can
only make use of the schedules set out in Annexes XXIII
___________
and XXIV when the rules of that multilateral trading
facility contain the following:
(*) OJ L 145, 30.4.2004, p. 1.’;
(a) provisions requiring issuers to publish annual financial
(14) Article 27 is deleted;
statements and audit reports within 6 months after the
end of each financial year, half yearly financial
statements within 4 months after the end of the first
(15) in Article 34, the following second paragraph is added:
6 months of each financial year and make public
inside information as defined in point 1 of the first
paragraph of Article 1 of Directive 2003/6/EC
pursuant to Article 6 of that Directive;
‘Where no prospectus is required in accordance with
Directive 2003/71/EC, any advertisement shall include a
warning to that effect unless the issuer, the offeror or
the person asking for admission to trading on a
(b) provisions requiring issuers to make the reports and
regulated market chooses to publish a prospectus which
information referred to in point (a) available to the
complies with Directive 2003/71/EC and this Regulation.’;
public by publishing them on their websites;
(16) in Article 35, paragraph 5a is replaced by the following:
(c) provisions preventing insider dealing and market
manipulation in accordance with Directive 2003/6/EC.
‘5a. Third country issuers are not subject to a
requirement under item 20.1 of Annex I, item 13.1 of
Annex IV, item 8.2 of Annex VII, item 20.1 of Annex
3. A
statement
at
the
beginning
of
the
prospectus
shall
X, item 11.1 of Annex XI, item 15.1 of Annex XXIII,
indicate clearly that the rights issue is addressed to share
item 20.1 of Annex XXV, item 13.1 of Annex XXVI,
holders of the issuer and that the level of disclosure of the
item 20.1 of Annex XXVIII or item 11 of Annex XXIX,
prospectus is proportionate to that type of issue.
to restate historical financial information included in a
prospectus and relevant for the financial years prior to
financial years starting on or after 1 January 2015, or to
a requirement under item 8.2.a of Annex VII, item 11.1 of
Article 26b
Annex IX, item 20.1.a of Annex X, item 11.1 of Annex
Proportionate schedules for small and medium-sized
XXVII or item 20.1 of Annex XXVIII to provide a narrative
enterprises and companies with reduced market
description of the differences between International
capitalisation
Financial Reporting Standards adopted pursuant to Regu
lation (EC) No 1606/2002 and the accounting principles
The proportionate schedules set out in Annexes XXV to
in accordance with which such information is drawn up
XXVIII shall apply when securities issued by small and
relating to the financial years prior to financial years
medium-sized enterprises and companies with reduced
starting on or after 1 January 2015, provided that the
market capitalisation are offered to the public or
historical financial information is prepared in accordance
admitted to trading on a regulated market situated or
with the Generally Accepted Accounting Principles of the
operating within a Member State.
Republic of India.’;

---

L 150/8
EN
Official Journal of the European Union
9.6.2012
(17) in Annex V, item 4.7 is replaced by the following:
— the time limit on the validity of claims to interest
and repayment of principal.
‘4.7. The nominal interest rate and provisions relating to
interest payable:
Where the rate is not fixed, a statement setting out
the type of underlying and a description of the
underlying on which it is based and of the method
— the date from which interest becomes payable
used to relate the underlying and the rate:
and the due dates for interest,
— the time limit on the validity of claims to interest
— a description of any market disruption or
and repayment of principal.
settlement disruption events that affect the
underlying,
Where the rate is not fixed, a statement setting out
the type of underlying and a description of the
— adjustment rules with relation to events
underlying on which it is based and of the method
concerning the underlying,
used to relate the underlying and the rate and an
indication where information about the past and
the further performance of the underlying and its
— name of the calculation agent.’.
volatility can be obtained.
(19) Annexes XX to XXIX, the text of which is set out in the
— a description of any market disruption or
Annex to this Regulation, are added.
settlement disruption events that affect the
underlying,
Article 2
— adjustment rules with relation to events
Transitional provision
concerning the underlying,
1. Point (3), points (9)(a) to (d), and points (10), (11) and
(12) of Article 1 shall not apply to the approval of a
— name of the calculation agent.
supplement to a prospectus or base prospectus where the
prospectus or base prospectus was approved before 1 July
2012.
If the security has a derivative component in the
interest payment, provide a clear and comprehensive
explanation to help investors understand how the
2. Where
in
accordance
with
Article
18
of
Directive
value of their investment is affected by the value
2003/71/CE the competent authority of the home Member
of the underlying instrument(s), especially under
State notifies the competent authority of the host Member
the circumstances when the risks are most evident.’;
State with a certificate of approval in relation to a prospectus
or a base prospectus approved before 1 July 2012, the
competent authority of the home Member State shall clearly
(18) in Annex XIII, item 4.8 is replaced by the following:
and explicitly indicate in the certificate that the prospectus or
base prospectus was approved before 1 July 2012.
‘4.8. The nominal interest rate and provisions relating to
interest payable:
Article 3
Entry into force
— the date from which interest becomes payable
and the due dates for interest,
This Regulation shall enter into force on 1 July 2012.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
Done at Brussels, 30 March 2012.
For the Commission
The President
José Manuel BARROSO

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/9
ANNEX
‘ANNEX XX
List of securities note schedules and building block(s)
Annex V Instructions
1. PERSONS
RESPONSIBLE
1.1.
All persons responsible for the information given in the prospectus and, as the case may Category A
be, for certain parts of it, with, in the latter case, an indication of such parts. In the case
of natural persons including members of the issuer’s administrative, management or
supervisory bodies indicate the name and function of the person; in case of legal
persons indicate the name and registered office.
1.2. A
declaration
by
those
responsible
for
the
prospectus
that,
having
taken
all
reasonable
Category A
care to ensure that such is the case, the information contained in the prospectus is, to the
best of their knowledge, in accordance with the facts and contains no omission likely to
affect its import. As the case may be, declaration by those responsible for certain parts of
the prospectus that the information contained in the part of the prospectus for which
they are responsible is, to the best of their knowledge, in accordance with the facts and
contains no omission likely to affect its import.
2. RISK
FACTORS
2.1. Prominent
disclosure
of
risk
factors
that
are
material
to
the
securities
being
offered
Category A
and/or admitted to trading in order to assess the market risk associated with these
securities in a section headed “Risk Factors”.
3. KEY
INFORMATION
3.1. Interest
of
natural
and
legal
persons
involved
in
the
issue/offer
A description of any interest, including conflicting ones, that is material to the issue/ Category C
offer, detailing the persons involved and the nature of the interest.
3.2. Reasons
for
the
offer
and
use
of
proceeds
Reasons for the offer if different from making profit and/or hedging certain risks. Where Category C
applicable, disclosure of the estimated total expenses of the issue/offer and the estimated
net amount of the proceeds. These expenses and proceeds shall be broken into each
principal intended use and presented by order of priority of such uses. If the issuer is
aware that the anticipated proceeds will not be sufficient to fund all the proposed uses,
state the amount and sources of other funds needed.
4. INFORMATION
CONCERNING
THE
SECURITIES
TO
BE
OFFERED/ADMITTED
TO
TRADING
4.1.
(i) A description of the type and the class of the securities being offered and/or admitted Category B
to trading,
(ii) the ISIN (International Security Identification Number) or other such security identi Category C
fication code.
4.2. Legislation
under
which
the
securities
have
been
created Category
A
4.3.
(i) An indication of whether the securities are in registered form or bearer form and Category A
whether the securities are in certificated form or book-entry form.
(ii) In the latter case, name and address of the entity in charge of keeping the records. Category
C

---

L 150/10
EN
Official Journal of the European Union
9.6.2012
Annex V Instructions
4.4. Currency
of
the
securities
issue Category
C
4.5.
Ranking of the securities being offered and/or admitted to trading, including summaries Category A
of any clauses that are intended to affect ranking or subordinate the security to any
present or future liabilities of the issuer.
4.6. A
description
of
the
rights
attached
to
the
securities,
including
any
limitations
of
those
Category B
rights, and procedure for the exercise of those rights.
4.7. (i)
Nominal
interest
rate Category
C
(ii) Provisions relating to interest payable Category
B
(iii) The date from which interest becomes payable Category
C
(iv) The due dates for interest Category
C
(v) The time limit on the validity of claims to interest and repayment of principal Category
B
Where the rate is not fixed,
(vi) statement setting out the type of underlying Category
A
(vii) description of the underlying on which it is based Category
C
(viii) and of the method used to relate the two Category
B
(ix) an indication where information about the past and the further performance of the Category C
underlying and its volatility can be obtained
(x) Description of any market disruption or settlement disruption events that affect the Category B
underlying
(xi) Adjustment rules with relation to events concerning the underlying Category
B
(xii) Name of the calculation agent Category
C
(xiii) If the security has a derivative component in the interest payment, provide a clear Category B
and comprehensive explanation to help investors understand how the value of their
investment is affected by the value of the underlying instrument(s), especially under
the circumstances when the risks are most evident.
4.8. (i)
maturity
date Category
C
(ii) arrangements for the amortisation of the loan, including the repayment procedures. Category B
Where advance amortisation is contemplated, on the initiative of the issuer or of the
holder, it shall be described, stipulating amortisation terms and conditions
4.9. (i)
An
indication
of
yield Category
C
(ii) Describe the method whereby that yield is calculated in summary form. Category
B
4.10.
Representation of debt security holders including an identification of the organisation Category B
representing the investors and provisions applying to such representation. Indication of
where the public may have access to the contracts relating to these forms of represen
tation.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/11
Annex V Instructions
4.11.
In the case of new issues, a statement of the resolutions, authorisations and approvals by Category C
virtue of which the securities have been or will be created and/or issued.
4.12.
In the case of new issues, the expected issue date of the securities. Category
C
4.13. A
description
of
any
restrictions
on
the
free
transferability Category
A
4.14.
In respect of the country of registered office of the issuer and the country(ies) where the Category A
offer being made or admission to trading is being sought:
— information on taxes on the income from the securities withheld at source
— indication as to whether the issuer assumes responsibility for the withholding of taxes
at source
5. TERMS
AND
CONDITIONS
OF
THE
OFFER
5.1. Conditions,
offer
statistics,
expected
timetable
and
action
required
to
apply
for
the
offer
5.1.1. Conditions
to
which
the
offer
is
subject Category
C
5.1.2.
Total amount of the issue/offer; if the amount is not fixed, description of the Category C
arrangements and time for announcing to the public the definitive amount of the offer.
5.1.3.
(i) The time period, including any possible amendments, during which the offer will be Category C
open
(ii) description of the application process. Category
C
5.1.4.
A description of the possibility to reduce subscriptions and the manner for refunding Category C
excess amount paid by applicants.
5.1.5.
Details of the minimum and/or maximum amount of application (whether in number of Category C
securities or aggregate amount to invest)
5.1.6.
Method and time limits for paying up the securities and for delivery of the securities Category
C
5.1.7.
A full description of the manner and date in which results of the offer are to be made Category C
public.
5.1.8.
The procedure for the exercise of any right of pre-emption, the negotiability of Category C
subscription rights and the treatment of subscription rights not exercised
5.2. Plan
of
distribution
and
allotment
5.2.1.
(i) The various categories of potential investors to which the securities are offered Category
A
(ii) If the offer is being made simultaneously in the markets of two or more countries Category C
and if a tranche has been or is being reserved for certain of these, indicate any such
tranche.
5.2.2.
Process for notification to applicants of the amount allotted and the indication whether Category C
dealing may begin before notification is made

---

L 150/12
EN
Official Journal of the European Union
9.6.2012
Annex V Instructions
5.3. Pricing
5.3.1.
(i) An indication of the expected price at which the securities will be offered or Category
C
(ii) the method of determining the price and the process for its disclosure Category
B
(iii) Indicate the amount of any expenses and taxes specifically charged to the subscriber Category C
or purchaser.
5.4. Placing
and
Underwriting
5.4.1.
Name and address of the coordinator(s) of the global offer and of single parts of the offer Category C
and, to the extend known to the issuer or to the offeror, of the placers in the various
countries where the offer takes place.
5.4.2.
Name and address of any paying agents and depository agents in each country Category
C
5.4.3.
Name and address of the entities agreeing to underwrite the issue on a firm commitment Category C
basis, and name and address of the entities agreeing to place the issue without a firm
commitment or under “best efforts” arrangements. Indication of the material features of
the agreements, including the quotas. Where not all of the issue is underwritten, a
statement of the portion not covered. Indication of the overall amount of the under
writing commission and of the placing commission.
5.4.4. When
the
underwriting
agreement
has
been
or
will
be
reached. Category
C
6. ADMISSION
TO
TRADING
AND
DEALING
ARRANGEMENTS
6.1.
(i) An indication as to whether the securities offered are or will be the object of an Category B
application for admission to trading, with a view to their distribution in a regulated
market or other equivalent markets with indication of the markets in question. This
circumstance must be mentioned, without creating the impression that the admission
to trading will necessarily be approved.
(ii) If known, give the earliest dates on which the securities will be admitted to trading Category
C
6.2.
All regulated markets or equivalent markets on which, to the knowledge of the issuer, Category C
securities of the same class of the securities to be offered or admitted to trading are
already admitted to trading
6.3.
Name and address of the entities which have a firm commitment to act as intermediaries Category C
in secondary trading, providing liquidity through bid and offer rates and description of
the main terms of their commitment.
7. ADDITIONAL
INFORMATION
7.1. If
advisors
connected
with
an
issue
are
mentioned
in
the
Securities
Note,
a
statement
of
Category C
the capacity in which the advisors have acted.
7.2. An
indication
of
other
information
in
the
Securities
Note
which
has
been
audited
or
Category A
reviewed by statutory auditors and where auditors have produced a report. Reproduction
of the report or, with permission of the competent authority, a summary of the report
7.3. Where
a
statement
or
report
attributed
to
a
person
as
an
expert
is
included
in
the
Category A
Securities Note, provide such persons’ name, business address, qualifications and
material interest if any in the issuer. If the report has been produced at the issuer’s
request a statement to that effect that such statement or report is included, in the form
and context in which it is included, with the consent of that person who has authorised
the contents of that part of the Securities Note.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/13
Annex V Instructions
7.4.
Where information has been sourced from a third party, provide a confirmation that this Category C
information has been accurately reproduced and that as far as the issuer is aware and is
able to ascertain from information published by that third party, no facts have been
omitted which would render the reproduced information inaccurate or misleading. In
addition, identify the source(s) of the information.
7.5.
(i) Credit ratings assigned to an issuer at the request or with the cooperation of the Category A
issuer in the rating process and brief explanation of the meaning of the rating if this
has previously been published by the rating provider
(ii) Credit ratings assigned to securities at the request or with the cooperation of the Category C
issuer in the rating process and brief explanation of the meaning of the rating if this
has previously been published by the rating provider
Annex XII Instructions
1. PERSONS
RESPONSIBLE
1.1.
All persons responsible for the information given in the prospectus and, as the case may Category A
be, for certain parts of it, with, in the latter case, an indication of such parts. In the case
of natural persons including members of the issuer’s administrative, management or
supervisory bodies indicate the name and function of the person; in case of legal
persons indicate the name and registered office.
1.2. A
declaration
by
those
responsible
for
the
prospectus
that,
having
taken
all
reasonable
Category A
care to ensure that such is the case, the information contained in the prospectus is, to the
best of their knowledge, in accordance with the facts and contains no omission likely to
affect its import. As the case may be, declaration by those responsible for certain parts of
the prospectus that, having taken all reasonable care to ensure that such is the case, the
information contained in the part of the prospectus for which they are responsible is, to
the best of their knowledge, in accordance with the facts and contains no omission likely
to affect its import.
2. RISK
FACTORS
2.1. Prominent
disclosure
of
risk
factors
that
are
material
to
the
securities
being
offered
Category A
and/or admitted to trading in order to assess the market risk associated with these
securities in a section headed “risk factors”. This must include a risk warning to the
effect that investors may lose the value of their entire investment or part of it, as the case
may be, and/or, if the investor’s liability is not limited to the value of his investment, a
statement of that fact, together with a description of the circumstances in which such
additional liability arises and the likely financial effect
3. KEY
INFORMATION
3.1. Interest
of
natural
and
legal
persons
involved
in
the
issue/offer
A description of any interest, including conflicting ones that is material to the issue/offer, Category C
detailing the persons involved and the nature of the interest
3.2. Reasons
for
the
offer
and
use
of
proceeds
when
different
from
making
profit
and/or hedging certain risks
If reasons for the offer and use of proceeds are disclosed provide the total net proceeds Category C
and an estimate of the total expenses of the issue/offer.

---

L 150/14
EN
Official Journal of the European Union
9.6.2012
Annex XII Instructions
4. INFORMATION
CONCERNING
THE
SECURITIES
TO
BE
OFFERED
AND
ADMITTED
TO TRADING
4.1. Information
concerning
the
securities
4.1.1.
(i) A description of the type and the class of the securities being offered and/or admitted Category B
to trading,
(ii) the ISIN (International Security Identification Number) or other such security identi Category C
fication code.
4.1.2. A
clear
and
comprehensive
explanation
to
help
investors
understand
how
the
value
of
Category B
their investment is affected by the value of the underlying instrument(s), especially under
the circumstances when the risks are most evident unless the securities have a denomi
nation per unit of at least EUR 100 000 or can only be acquired for at least
EUR 100 000 per security.
4.1.3. Legislation
under
which
the
securities
have
been
created. Category
A
4.1.4.
(i) An indication of whether the securities are in registered form or bearer form and Category A
whether the securities are in certificated form or book-entry form.
(ii) In the latter case, name and address of the entity in charge of keeping the records. Category
C
4.1.5. Currency
of
the
securities
issue Category
C
4.1.6.
Ranking of the securities being offered and/or admitted to trading, including summaries Category A
of any clauses that are intended to affect ranking or subordinate the security to any
present or future liabilities of the issuer.
4.1.7. A
description
of
the
rights
attached
to
the
securities,
including
any
limitations
of
those
Category B
rights, and procedure for the exercise of said rights.
4.1.8.
In the case of new issues, a statement of the resolutions, authorisations and approvals by Category C
virtue of which the securities have been or will be created and/or issued.
4.1.9. The
issue
date
of
the
securities Category
C
4.1.10.
A description of any restrictions on the free transferability of the securities Category
A
4.1.11. (i)
The
expiration
date
of
the
derivative
securities Category
C
(ii) The exercise date or final reference date Category
C
4.1.12.
A description of the settlement procedure of the derivative securities Category
B
4.1.13. (i)
A
description
of
how
any
return
on
derivative
securities
takes
place
( 1 ) Category
B
(ii) the payment or delivery date Category
C
(iii) the way it is calculated Category
B
4.1.14.
In respect of the country of registered office of the issuer and the country(ies) where the Category A
offer being made or admission to trading is being sought:
— information on taxes on the income from the securities withheld at source
— indication as to whether the issuer assumes responsibility for the withholding of
taxes at source

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/15
Annex XII Instructions
4.2. Information
concerning
the
underlying
4.2.1.
The exercise price or the final reference price of the underlying Category
C
4.2.2.
A statement setting out the type of the underlying Category
A
an indication where information about the past and the further performance of the Category C
underlying and its volatility can be obtained
(i) where the underlying is a security
— the name of the issuer of the security Category
C
— the ISIN (international security identification number) or other such security Category C
identification code
(ii) where the underlying is an index
— the name of the index Category
C
— a description of the index if it is composed by the issuer. Category
A
— If the index is not composed by the issuer, where information about the index Category C
can be obtained
(iii) where the underlying is an interest rate
— a description of the interest rate Category
C
(iv) others
— Where the underlying does not fall within the categories specified above the Category C
securities note shall contain equivalent information.
(v) where the underlying is a basket of underlyings
— disclosure of the relevant weightings of each underlying in the basket Category
C
4.2.3.
A description of any market disruption or settlement disruption events that affect the Category B
underlying
4.2.4. Adjustment
rules
with
relation
to
events
concerning
the
underlying. Category
B
5. TERMS
AND
CONDITIONS
OF
THE
OFFER
5.1. Conditions,
offer
statistics,
expected
timetable
and
action
required
to
apply
for
the
offer
5.1.1. Conditions
to
which
the
offer
is
subject Category
C
5.1.2.
Total amount of the issue/offer; if the amount is not fixed, description of the Category C
arrangements and time for announcing to the public the definitive amount of the offer.
5.1.3.
(i) The time period, including any possible amendments, during which the offer will be Category C
open
(ii) description of the application process. Category
C
5.1.4.
Details of the minimum and/or maximum amount of application (whether in number of Category C
securities or aggregate amount to invest)
5.1.5.
Method and time limits for paying up the securities and for delivery of the securities Category
C

---

L 150/16
EN
Official Journal of the European Union
9.6.2012
Annex XII Instructions
5.1.6.
A full description of the manner and date in which results of the offer are to be made Category C
public.
5.2. Plan
of
distribution
and
allotment
5.2.1.
(i) The various categories of potential investors to which the securities are offered Category
A
(ii) If the offer is being made simultaneously in the markets of two or more countries Category C
and if a tranche has been or is being reserved for certain of these, indicate any such
tranche.
5.2.2.
Process for notification to applicants of the amount allotted and the indication whether Category C
dealing may begin before notification is made
5.3. Pricing
5.3.1.
(i) An indication of the expected price at which the securities will be offered or Category
C
(ii) the method of determining the price and the process for its disclosure Category
B
(iii) Indicate the amount of any expenses and taxes specifically charged to the subscriber Category C
or purchaser.
5.4. Placing
and
Underwriting
5.4.1.
Name and address of the coordinator(s) of the global offer and of single parts of the offer Category C
and, to the extend known to the issuer or to the offeror, of the placers in the various
countries where the offer takes place.
5.4.2.
Name and address of any paying agents and depository agents in each country Category
C
5.4.3. Entities
agreeing
to
underwrite
the
issue
on
a
firm
commitment
basis,
and
entities
Category C
agreeing to place the issue without a firm commitment or under “best efforts” arrange
ments. Where not all of the issue is underwritten, a statement of the portion not covered
5.4.4. When
the
underwriting
agreement
has
been
or
will
be
reached. Category
C
5.4.5. Name
and
address
of
a
calculation
agent. Category
C
6. ADMISSION
TO
TRADING
AND
DEALING
ARRANGEMENTS
6.1.
(i) An indication as to whether the securities offered are or will be the object of an Category B
application for admission to trading, with a view to their distribution in a regulated
market or other equivalent markets with indication of the markets in question. This
circumstance shall be mentioned, without creating the impression that the admission
to trading necessarily will be approved.
(ii) If known, give the earliest dates on which the securities will be admitted to trading Category
C
6.2.
All the regulated markets or equivalent markets on which, to the knowledge of the Category C
issuer, securities of the same class of the securities to be offered or admitted to
trading are already admitted to trading
6.3.
Name and address of the entities which have a firm commitment to act as intermediaries Category C
in secondary trading, providing liquidity through bid and offer rates and description of
the main terms of their commitment.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/17
Annex XII Instructions
7. ADDITIONAL
INFORMATION
7.1. If
advisors
connected
with
an
issue
are
mentioned
in
the
Securities
Note,
a
statement
of
Category C
the capacity in which the advisors have acted.
7.2. An
indication
of
other
information
in
the
Securities
Note
which
has
been
audited
or
Category A
reviewed by statutory auditors and where auditors have produced a report. Reproduction
of the report or, with permission of the competent authority, a summary of the report.
7.3. Where
a
statement
or
report
attributed
to
a
person
as
an
expert
is
included
in
the
Category A
Securities Note, provide such person’s name, business address, qualifications and
material interest, if any, in the issuer. If the report has been produced at the issuer’s
request a statement to that effect that such statement or report is included, in the form
and context in which it is included, with the consent of that person who has authorised
the contents of that part of the Securities Note.
7.4.
Where information has been sourced from a third party, provide a confirmation that this Category C
information has been accurately reproduced and that as far as the issuer is aware and is
able to ascertain from information published by that third party, no facts have been
omitted which would render the reproduced information inaccurate or misleading. In
addition, the issuer shall identify the source(s) of the information
7.5.
An indication in the prospectus whether or not the issuer intends to provide post- Category C
issuance information. Where the issuer has indicated that it intends to report such
information, the issuer shall specify in the prospectus what information will be
reported and where such information can be obtained.
Annex XIII Instructions
1. PERSONS
RESPONSIBLE
1.1.
All persons responsible for the information given in the prospectus and, as the case may Category A
be, for certain parts of it, with, in the latter case, an indication of such parts. In case of
natural persons including members of the issuer’s administrative, management or super
visory bodies indicate the name and function of the person; in case of legal persons
indicate the name and registered office.
1.2. A
declaration
by
those
responsible
for
the
prospectus
that,
having
taken
all
reasonable
Category A
care to ensure that such is the case, the information contained in the prospectus is, to the
best of their knowledge, in accordance with the facts and contains no omission likely to
affect its import. As the case may be, declaration by those responsible for certain parts of
the prospectus that the information contained in the part of the prospectus for which
they are responsible is, to the best of their knowledge, in accordance with the facts and
contains no omission likely to affect its import.
2. RISK
FACTORS
Prominent disclosure of risk factors that are material to the securities admitted to trading Category A
in order to assess the market risk associated with these securities in a section headed
“Risk factors”.
3. KEY
INFORMATION
Interest of natural and legal persons involved in the issue
A description of any interest, including conflicting ones, that is material to the issue, Category C
detailing the persons involved and the nature of the interest.

---

L 150/18
EN
Official Journal of the European Union
9.6.2012
Annex XIII Instructions
4.
INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING
4.1. Total
amount
of
securities
being
admitted
to
trading. Category
C
4.2.
(i) A description of the type and the class of the securities being offered and/or admitted Category B
to trading,
(ii) the ISIN (International Security Identification Number) or other such security identi Category C
fication code.
4.3. Legislation
under
which
the
securities
have
been
created Category
A
4.4.
(i) An indication of whether the securities are in registered form or bearer form and Category A
whether the securities are in certificated form or book-entry form.
(ii) In the latter case, name and address of the entity in charge of keeping the records. Category
C
4.5. Currency
of
the
securities
issue Category
C
4.6.
Ranking of the securities being offered and/or admitted to trading, including summaries Category A
of any clauses that are intended to affect ranking or subordinate the security to any
present or future liabilities of the issuer.
4.7. A
description
of
the
rights
attached
to
the
securities,
including
any
limitations
of
those
Category B
rights, and procedure for the exercise of those rights.
4.8. (i)
Nominal
interest
rate Category
C
(ii) Provisions relating to interest payable Category
B
(iii) The date from which interest becomes payable Category
C
(iv) The due dates for interest Category
C
(v) The time limit on the validity of claims to interest and repayment of principal Category
B
Where the rate is not fixed
(vi) Statement setting out the type of the underlying Category
A
(vii) description of the underlying on which it is based Category
C
(viii) and of the method used to relate the two Category
B
(ix) Description of any market disruption or settlement disruption events that affect the Category B
underlying
(x) Adjustment rules with relation to events concerning the underlying Category
B
(xi) Name of the calculation agent Category
C
4.9. (i)
maturity
date Category
C
(ii) arrangements for the amortisation of the loan, including the repayment procedures. Category B
Where advance amortisation is contemplated, on the initiative of the issuer or of the
holder, it shall be described, stipulating amortisation terms and conditions

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/19
Annex XIII Instructions
4.10. (i)
An
indication
of
yield Category
C
4.11.
Representation of debt security holders including an identification of the organisation Category B
representing the investors and provisions applying to such representation. Indication of
where the public may have access to the contracts relating to these forms of represen
tation.
4.12.
A statement of the resolutions, authorisations and approvals by virtue of which the Category C
securities have been created and/or issued.
4.13. The
issue
date
of
the
securities Category
C
4.14.
A description of any restrictions on the free transferability of the securities Category
A
5. ADMISSION
TO
TRADING
AND
DEALING
ARRANGEMENTS
5.1.
(i) Indication of the market where the securities will be traded and for which prospectus Category B
has been published.
(ii) If known, give the earliest dates on which the securities will be admitted to trading. Category
C
5.2.
Name and address of any paying agents and depository agents in each country. Category
C
6. EXPENSE
OF
THE
ADMISSION
TO
TRADING
An estimate of the total expenses related to the admission to trading Category
C
7. ADDITIONAL
INFORMATION
7.1. If
advisors
are
mentioned
in
the
Securities
Note,
a
statement
of
the
capacity
in
which
the
Category C
advisors have acted.
7.2. An
indication
of
other
information
in
the
Securities
Note
which
has
been
audited
or
Category A
reviewed by auditors and where auditors have produced a report. Reproduction of the
report or, with permission of the competent authority, a summary of the report.
7.3. Where
a
statement
or
report
attributed
to
a
person
as
an
expert
is
included
in
the
Category A
Securities Note, provide such person’s name, business address, qualifications and
material interest if any in the issuer. If the report has been produced at the issuer’s
request a statement to that effect that such statement or report is included, in the form
and context in which it is included, with the consent of that person who has authorised
the contents of that part of the Securities Note.
7.4.
Where information has been sourced from a third party, provide a confirmation that this Category C
information has been accurately reproduced and that as far as the issuer is aware and is
able to ascertain from information published by that third party, no facts have been
omitted which would render the reproduced information inaccurate or misleading. In
addition, identify the source(s) of the information
7.5.
(i) Credit ratings assigned to an issuer at the request or with the cooperation of the Category A
issuer in the rating process
(ii) Credit ratings assigned to securities at the request or with the cooperation of the Category C
issuer in the rating process

---

L 150/20
EN
Official Journal of the European Union
9.6.2012
Annex VIII Instructions
1. THE
SECURITIES
1.1. The
minimum
denomination
of
an
issue. Category
C
1.2. Where
information
is
disclosed
about
an
undertaking/obligor
which
is
not
involved
in
Category C
the issue, provide a confirmation that the information relating to the undertaking/obligor
has been accurately reproduced from information published by the undertaking/obligor.
So far as the issuer is aware and is able to ascertain from information published by the
undertaking/obligor no facts have been omitted which would render the reproduced
information misleading.
In addition, identify the source(s) of information in the Securities Note that has been Category C
reproduced from information published by an undertaking/obligor.
2. THE
UNDERLYING
ASSETS
2.1.
Confirmation that the securitised assets backing the issue have characteristics that Category A
demonstrate capacity to produce funds to service any payments due and payable on
the securities.
2.2.
In respect of a pool of discrete assets backing the issue:
2.2.1. The
legal
jurisdiction
by
which
the
pool
of
assets
is
governed Category
C
2.2.2.
(a) In the case of a small number of easily identifiable obligors, a general description of Category A
each obligor
(b) In all other cases, a description of: the general characteristics of the obligors; and the Category B
economic environment,
as well as global statistical data referred to the securitised assets. Category
C
2.2.3.
the legal nature of the assets Category
C
2.2.4.
the expiry or maturity date(s) of the assets Category
C
2.2.5.
the amount of the assets Category
C
2.2.6. loan
to
value
ratio
or
level
of
collateralisation Category
C
2.2.7.
the method of origination or creation of the assets, and for loans and credit agreements, Category B
the principal lending criteria and an indication of any loans which do not meet these
criteria and any rights or obligations to make further advances
2.2.8. an
indication
of
significant
representations
and
collaterals
given
to
the
issuer
relating
to
Category C
the assets
2.2.9.
any rights to substitute the assets and a description of the manner in which and the type Category B
of assets which may be so substituted; if there is any capacity to substitute assets with a
different class or quality of assets a statement to that effect together with a description of
the impact of such substitution
2.2.10. a
description
of
any
relevant
insurance
policies
relating
to
the
assets.
Any
concentration
Category B
with one insurer must be disclosed if it is material to the transaction

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/21
Annex VIII Instructions
2.2.11.
Where the assets comprise obligations of 5 or fewer obligors which are legal persons or
where an obligor accounts for 20 % or more of the assets, or where an obligor accounts
for a material portion of the assets, so far as the issuer is aware and/or is able to ascertain
from information published by the obligor(s) indicate either of the following:
(a) information relating to each obligor as if it were an issuer drafting a registration Category A
document for debt and derivative securities with an individual denomination of at
least EUR 100 000
(b) if an obligor or guarantor has securities already admitted to trading on a regulated or Category C
equivalent market or the obligations are guaranteed by an entity admitted to trading
on a regulated or equivalent market, the name, address, country of incorporation,
nature of business and name of the market in which its securities are admitted.
2.2.12. If
a
relationship
exists
that
is
material
to
the
issue,
between
the
issuer,
guarantor
and
Category C
obligor, details of the principal terms of that relationship
2.2.13. Where
the
assets
comprise
obligations
that
are
not
traded
on
a
regulated
or
equivalent
Category B
market, a description of the principal terms and conditions of the obligations
2.2.14. Where
the
assets
comprise
equity
securities
that
are
admitted
to
trading
on
a
regulated
or
equivalent market indicate the following:
(a) a description of the securities Category
C
(b) a description of the market on which they are traded including its date of estab Category C
lishment, how price information is published, an indication of daily trading volumes,
information as to the standing of the market in the country and the name of the
market’s regulatory authority
(c) the frequency with which prices of the relevant securities, are published. Category
C
2.2.15. Where
more
than
ten
(10)
per
cent
of
the
assets
comprise
equity
securities
that
are
not
Category A
traded on a regulated or equivalent market, a description of those equity securities and
equivalent information to that contained in the schedule for share registration document
in respect of each issuer of those securities
2.2.16. Where
a
material
portion
of
the
assets
are
secured
on
or
backed
by
real
property,
a
Category A
valuation report relating to the property setting out both the valuation of the property
and cash flow/income streams. Compliance with this disclosure is not required if the
issue is of securities backed by mortgage loans with property as security, where there has
been no revaluation of the properties for the purpose of the issue, and it is clearly stated
that the valuations quoted are as at the date of the original initial mortgage loan
origination
2.3. In
respect
of
an
actively
managed
pool
of
assets
backing
the
issue
2.3.1.
equivalent information to that contained in items 2.1 and 2.2 to allow an assessment of see items 2.1 and
the type, quality, sufficiency and liquidity of the asset types in the portfolio which will 2.2
secure the issue
2.3.2.
the parameters within which investments can be made, the name and description of the Category B
entity responsible for such management including a description of that entity’s expertise
and experience, a summary of the provisions relating to the termination of the
appointment of such entity and the appointment of an alternative management entity,
and a description of that entity’s relationship with any other parties to the issue

---

L 150/22
EN
Official Journal of the European Union
9.6.2012
Annex VIII Instructions
2.4. Where
an
issuer
proposes
to
issue
further
securities
backed
by
the
same
assets,
a
Category C
prominent statement to that effect and unless those further securities are fungible with
or are subordinated to those classes of existing debt, a description of how the holders of
that class will be informed
3. STRUCTURE
AND
CASH
FLOW
3.1.
Description of the structure of the transaction, including, if necessary, a structure diagram Category
A
3.2.
Description of the entities participating in the issue and description of the functions to be Category A
performed by them
3.3.
Description of the method and date of the sale, transfer, novation or assignment of the Category B
assets or of any rights and/or obligations in the assets to the issuer or, where applicable,
the manner and time period in which the proceeds from the issue will be fully invested
by the issuer
3.4.
An explanation of the flow of funds including:
3.4.1.
how the cash flow from the assets will meet the issuer’s obligations to holders of the Category B
securities, including, if necessary, a financial service table and a description of the
assumptions used in developing the table
3.4.2. information
on
any
credit
enhancements,
an
indication
of
where
material
potential
Category B
liquidity shortfalls may occur and the availability of any liquidity supports and indication
of provisions designed to cover interest/principal shortfall risks
3.4.3. without
prejudice
to
item
3.4.2,
details
of
any
subordinated
debt
finance Category
C
3.4.4 an
indication
of
any
investment
parameters
for
the
investment
of
temporary
liquidity
Category B
surpluses and description of the parties responsible for such investment
3.4.5. how
payments
are
collected
in
respect
of
the
assets Category
B
3.4.6.
the order of priority of payments made by the issuer to the holders of the class of Category A
securities in question
3.4.7. details
of
any
other
arrangements
upon
which
payments
of
interest
and
principal
to
Category A
investors are dependent
3.5.
the name, address and significant business activities of the originators of the securitised Category C
assets
3.6.
Where the return on, and/or repayment of the security is linked to the performance or See items 2.2
credit of other assets which are not assets of the issuer, items 2.2 and 2.3 are necessary and 2.3
3.7.
the name, address and significant business activities of the administrator, calculation Category C
agent or equivalent, together with a summary of the administrator’s/calculation agents
responsibilities, their relationship with the originator or the creator of the assets and a
summary of the provisions relating to the termination of the appointment of the
administrator/calculation agent and the appointment of an alternative administrator/cal
culation agent
3.8.
the names and addresses and brief description of:
(a) any swap counterparties and any providers of other material forms of credit/liquidity Category A
enhancement
(b) the banks with which the main accounts relating to the transaction are held. Category
C

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/23
Annex VIII Instructions
4. POST
ISSUANCE
REPORTING
4.1. Indication
in
the
prospectus
whether
or
not
it
intends
to
provide
post-issuance
trans Category C
action information regarding securities to be admitted to trading and the performance of
the underlying collateral. Where the issuer has indicated that it intends to report such
information, specify in the prospectus what information will be reported, where such
information can be obtained, and the frequency with which such information will be
reported
Annex XIV Instructions
1. Description
of
the
underlying
share
1.1.
Describe the type and the class of the shares Category
A
1.2. Legislation
under
which
the
shares
have
been
or
will
be
created Category
A
1.3.
Indication whether the securities are in registered form or bearer form and whether the Category A
securities are in certificated form or book-entry form. In the latter case, name and
address of the entity in charge of keeping the records
1.4. Indication
of
the
currency
of
the
shares
issue Category
A
1.5.
A description of the rights, including any limitations of these, attached to the securities Category A
and procedure for the exercise of those rights:
— Dividend rights:
— fixed date(s) on which the entitlement arises,
— time limit after which entitlement to dividend lapses and an indication of the person
in whose favour the lapse operates,
— dividend restrictions and procedures for non resident holders,
— rate of dividend or method of its calculation, periodicity and cumulative or non-
cumulative nature of payments.
— Voting rights.
— Pre-emption rights in offers for subscription of securities of the same class.
— Right to share in the issuer’s profits.
— Rights to share in any surplus in the event of liquidation.
— Redemption provisions.
— Conversion provisions.
1.6.
In the case of new issues, a statement of the resolutions, authorisations and approvals by Category C
virtue of which the shares have been or will be created and/or issued and indication of
the issue date.
1.7. Where
and
when
the
shares
will
be
or
have
been
admitted
to
trading Category
C
1.8.
Description of any restrictions on the free transferability of the shares Category
A
1.9. Indication
of
the
existence
of
any
mandatory
takeover
bids/or
squeeze-out
and
sell-out
Category A
rules in relation to the shares
1.10. Indication
of
public
takeover
bids
by
third
parties
in
respect
of
the
issuer’s
equity,
which
Category A
have occurred during the last financial year and the current financial year. The price or
exchange terms attaching to such offers and the outcome thereof must be stated

---

L 150/24
EN
Official Journal of the European Union
9.6.2012
Annex XIV Instructions
1.11.
Impact on the issuer of the underlying share of the exercise of the right and potential Category C
dilution effect for the shareholders.
2.
When the issuer of the underlying is an entity belonging to the same group, the Category A
information to provide on this issuer is the one required by the share registration
document schedule
Annex VI Instructions
1. NATURE
OF
THE
GUARANTEE
A description of any arrangement intended to ensure that any obligation material to the Category B
issue will be duly serviced, whether in the form of guarantee, surety, Keep well
Agreement, Mono-line Insurance policy or other equivalent commitment (hereafter
referred to generically as “guarantees” and their provider as “guarantor” for convenience).
Without prejudice to the generality of the foregoing, such arrangements encompass
commitments to ensure obligations to repay debt securities and/or the payment of
interest and the description shall set out how the arrangement is intended to ensure
that the guaranteed payments will be duly serviced.
2. SCOPE
OF
THE
GUARANTEE
Details shall be disclosed about the terms and conditions and scope of the guarantee. Category B
Without prejudice to the generality of the foregoing, these details should cover any
conditionality on the application of the guarantee in the event of any default under
the terms of the security and the material terms of any mono-line insurance or keep well
agreement between the issuer and the guarantor. Details must also be disclosed of any
guarantor’s power of veto in relation to changes to the security holder’s rights, such as is
often found in Mono-line Insurance.
3. INFORMATION
TO
BE
DISCLOSED
ABOUT
THE
GUARANTOR
The guarantor must disclose information about itself as if it were the issuer of that same Category A
type of security that is the subject of the guarantee.
4. DOCUMENTS
ON
DISPLAY
Indication of the places where the public may have access to the material contracts and Category A
other documents relating to the guarantee.
( 1 ) If a component of the formula is 0 or 1 and the respective component is not used for a specific issue, there should be the possibility to
render the formula in the final terms without the unapplied component.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/25
ANNEX XXI
List of additional information in final terms
ADDITIONAL INFORMATION
Example(s) of complex derivatives securities as referred to in recital 18 of the Prospectus Regulation
Additional provisions, not required by the relevant securities note, relating to the underlying
Country(ies) where the offer(s) to the public takes place
Country(ies) where admission to trading on the regulated market(s) is being sought
Country(ies) into which the relevant base prospectus has been notified
Series Number
Tranche Number

---

L 150/26
EN
Official Journal of the European Union
9.6.2012
ANNEX XXII
Disclosure requirements in summaries
GUIDE TO USING THE TABLES
1. Summaries are constructed on a modular basis according to the Annexes from this Regulation on which the
prospectus has been based. For example, the summary for a share prospectus would disclosure the information
required for the Elements for Annexes I and III.
2. Each summary will be made up of five tables as detailed below.
3. The order of the sections A-E is mandatory. Within each of the sections the elements shall be disclosed in the order
they appear in the Tables.
4. Where an element is not applicable to a prospectus the element should appear in the summary with the mention “not
applicable”.
5. To the extent required by an element, descriptions should be brief.
6. Summaries should not contain cross-references to specific parts of the prospectus.
7. Where a prospectus relates to the admission to trading on a regulated market of non-equity securities having a
denomination of at least EUR 100 000 in accordance with either or both of Annexes IX or XIII and a summary is
required by a Member State in accordance with Articles 5(2) and 19(4) of Directive 2003/71/EC, or is produced on a
voluntary basis, the disclosure requirements for the summary in relation to Annexes IX and XIII are as set out in the
Tables. Where an issuer is not under an obligation to include a summary in a prospectus but wishes to produce some
overview section in the prospectus, it should ensure that it is not titled “summary” unless it complies with all the
disclosure requirements for summaries.
Section A — Introduction and warnings
Annexes Element Disclosure
requirement
All A.1 Warning
that:
— [this] summary should be read as introduction to the prospectus;
— any decision to invest in the securities should be based on consideration of the
prospectus as a whole by the investor;
— where a claim relating to the information contained in [the] prospectus is brought
before a court, the plaintiff investor might, under the national legislation of the
Member States, have to bear the costs of translating the prospectus before the legal
proceedings are initiated; and
— civil liability attaches only to those persons who have tabled the summary including
any translation thereof, but only if the summary is misleading, inaccurate or incon
sistent when read together with the other parts of the prospectus or it does not
provide, when read together with the other parts of the prospectus, key information
in order to aid investors when considering whether to invest in such securities.
Section B — Issuer and any guarantor
Annexes Element Disclosure
requirement
1, 4, 7, 9,
B.1 The
legal
and
commercial
name
of
the
issuer.
11
1, 4, 7, 9,
B.2
The domicile and legal form of the issuer, the legislation under which the issuer operates
11
and its country of incorporation.
1 B.3 A
description
of,
and
key
factors
relating
to,
the
nature
of
the
issuer’s
current
operations
and its principal activities, stating the main categories of products sold and/or services
performed and identification of the principal markets in which the issuer competes.
1 B.4a
A description of the most significant recent trends affecting the issuer and the industries in
which it operates.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/27
Annexes Element Disclosure
requirement
4, 11 B.4b
A description of any known trends affecting the issuer and the industries in which it
operates.
1, 4, 9, 11 B.5
If the issuer is part of a group, a description of the group and the issuer’s position within
the group.
1 B.6
In so far as is known to the issuer, the name of any person who, directly or indirectly, has
an interest in the issuer’s capital or voting rights which is notifiable under the issuer’s
national law, together with the amount of each such person’s interest.
Whether the issuer’s major shareholders have different voting rights if any.
To the extent known to the issuer, state whether the issuer is directly or indirectly owned
or controlled and by whom and describe the nature of such control.
1 B.7 Selected
historical
key
financial
information
regarding
the
issuer,
presented
for
each
financial year of the period covered by the historical financial information, and any
subsequent interim financial period accompanied by comparative data from the same
period in the prior financial year except that the requirement for comparative balance
sheet information is satisfied by presenting the year-end balance sheet information.
This should be accompanied by a narrative description of significant change to the issuer’s
financial condition and operating results during or subsequent to the period covered by
the historical key financial information.
1, 2 B.8
Selected key pro forma financial information, identified as such.
The selected key pro forma financial information must clearly state the fact that because of
its nature, the pro forma financial information addresses a hypothetical situation and,
therefore, does not represent the company’s actual financial position or results.
1, 4, 9, 11 B.9 Where
a
profit
forecast
or
estimate
is
made,
state
the
figure.
1, 4, 9, 11 B.10
A description of the nature of any qualifications in the audit report on the historical
financial information.
3 B.11
If the issuer’s working capital is not sufficient for the issuer’s present requirements an
explanation should be included.
4, 9, 11 B.12 Use
only
the
first
paragraph
of
B.7,
plus:
— A statement that there has been no material adverse change in the prospects of the
issuer since the date of its last published audited financial statements or a description
of any material adverse change.
— A description of significant changes in the financial or trading position subsequent to
the period covered by the historical financial information.
4, 9, 11 B.13
A description of any recent events particular to the issuer which are to a material extent
relevant to the evaluation of the issuer’s solvency.
4, 9, 11 B.14 B.5
plus:
“If the issuer is dependent upon other entities within the group, this must be clearly
stated.”
4, 9, 11 B.15 A
description
of
the
issuer’s
principal
activities.
4, 7, 9, 11 B.16 Use
only
the
final
paragraph
of
B.6
5, 13 B.17
Credit ratings assigned to an issuer or its debt securities at the request or with the
cooperation of the issuer in the rating process.
6 B.18
A description of the nature and scope of the guarantee.

---

L 150/28
EN
Official Journal of the European Union
9.6.2012
Annexes Element Disclosure
requirement
6 B.19
Section B information about the guarantor as if it were the issuer of the same type of
security that is the subject of the guarantee. Therefore provide such information as
required for a summary for the relevant annex.
7 B.20 A
statement
whether
the
issuer
has
been
established
as
a
special
purpose
vehicle
or
entity
for the purpose of issuing asset backed securities.
7 B.21
A description of the issuer’s principal activities including a global overview of the parties
to the securitisation program including information on the direct or indirect ownership or
control between those parties.
7 B.22 Where,
since
the
date
of
incorporation
or
establishment,
an
issuer
has
not
commenced
operations and no financial statements have been made up as at the date of the regis
tration document, a statement to that effect.
7 B.23 Use
only
the
first
paragraph
of
B.7
7 B.24
A description of any material adverse change in the prospects of the issuer since the date
of its last published audited financial statements.
8 B.25 A
description
of
the
underlying
assets
including:
— confirmation that the securitised assets backing the issue have characteristics that
demonstrate capacity to produce funds to service any payments due and payable on
the securities
— a description of the general characteristics of the obligors and in the case of a small
number of easily identifiable obligors, a general description of each obligor
— a description of the legal nature of the assets
— loan to value ratio or level of collateralisation
— Where a valuation report relating to real property is included in the prospectus, a
description of the valuation.
8 B.26
In respect of an actively managed pool of assets backing the issue a description of the
parameters within which investments can be made, the name and description of the entity
responsible for such management including a brief description of that entity’s relationship
with any other parties to the issue.
8 B.27 Where
an
issuer
proposes
to
issue
further
securities
backed
by
the
same
assets
a
statement
to that effect.
8 B.28
A description of the structure of the transaction, including, if necessary, a structure
diagram.
8 B.29
A description of the flow of funds including information on swap counterparties and any
other material forms of credit/liquidity enhancements and the providers thereof.
8 B.30
The name and a description of the originators of the securitised assets.
10 B.31
Information about the issuer of the underlying shares:
— B.1
— B.2
— B.3
— B.4
— B.5
— B.6
— B.7
— B.9
— B.10
— D.4

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/29
Annexes Element Disclosure
requirement
10 B.32
Information about the issuer of the depository receipts:
— “Name and registered office of the issuer of the depository receipts.”
— “Legislation under which the issuer of the depository receipts operates and legal form
which it has adopted under the legislation.”
15 B.33 The
following
information
from
Annex
1:
— B.1
— B.2
— B.5
— B.6
— B.7
— B.8
— B.9
— B.10
— C.3
— C.7
— D.2
15 B.34
A description of the investment objective and policy, including any investment restrictions,
which the collective investment undertaking will pursue with a description of the
instruments used.
15 B.35 The
borrowing
and/or
leverage
limits
of
the
collective
investment
undertaking.
If
there
are
no such limits, include a statement to that effect.
15 B.36
A description of the regulatory status of the collective investment undertaking together
with the name of any regulator in its country of incorporation.
15 B.37 A
brief
profile
of
a
typical
investor
for
whom
the
collective
investment
undertaking
is
designed.
15 B.38
Where the main body of the prospectus discloses that more than 20 % of the gross assets
of the collective investment undertaking may be:
(a) invested, directly or indirectly, in a single underlying asset, or
(b) invested in one or more collective investment undertakings which may in turn invest
more than 20 % of gross assets in other collective investment undertakings, or
(c) exposed to the creditworthiness or solvency of any one counterparty
the identity of the entity should be disclosed together with a description of the exposure
(e.g. counter-party) as well as information on the market in which its securities are
admitted.
15 B.39
Where a collective investment undertaking may invest in excess of 40 % of its gross assets
in another collective investment undertaking the summary should briefly explain either:
(a) the exposure, the identity of the underlying collective investment undertaking, and
provide such information as would be required in a summary note by that collective
investment undertaking; or
(b) where the securities issued by an underlying collective investment undertaking have
already been admitted to trading on a regulated or equivalent market, the identity of
the underlying collective investment undertaking.
15 B.40
A description of the applicant’s service providers including the maximum fees payable.
15 B.41 The
identity
and
regulatory
status
of
any
investment
manager,
investment
advisor,
custodian, trustee or fiduciary (including and delegated custody arrangements).
15 B.42
A description of how often the net asset value of the collective investment undertaking
will be determined and how such net asset value will be communicated to investors.

---

L 150/30
EN
Official Journal of the European Union
9.6.2012
Annexes Element Disclosure
requirement
15 B.43 In
the
case
of
an
umbrella
collective
investment
undertaking,
a
statement
of
any
cross
liability that may occur between classes or investment in other collective investment
undertaking.
15 B.44 B.7
plus:
— “Where a collective investment undertaking has not commenced operations and no
financial statements have been made up as at the date of the registration document, a
statement to that effect.”
15 B.45 A
description
of
the
collective
investment
undertaking’s
portfolio.
15 B.46 An
indication
of
the
most
recent
net
asset
value
per
security
(if
applicable).
16 B.47
A description of the issuer, including:
— The legal name of the issuer and a description of the issuer’s position within the
national government framework.
— The legal form of the issuer.
— Any recent events relevant to the evaluation of the issuer’s solvency.
— A description of the issuer’s economy including its structure with details of its main
sectors.
16 B.48
A description/the key facts of public finance and trade information for the 2 fiscal years
prior to the date of the prospectus. With a description of any significant changes to that
information since the end of the last fiscal year.
17 B.49
A description of the issuer, including:
— The legal name of the issuer and a description of the issuer’s legal status.
— The legal form of the issuer.
— A description of the issuer’s purpose and functions.
— The sources of funding, guarantees and other obligations owed to the issuer by its
members.
— Any recent events relevant to the evaluation of the issuer’s solvency.
17 B.50 Selected
key
historical
financial
information
covering
the
latest
2
financial
years.
This
should be accompanied by a description of any significant changes to the issuer’s
financial position since the last audited financial information.
Section C — Securities
Annexes Element Disclosure
requirement
3, 5, 12, 13 C.1
A description of the type and the class of the securities being offered and/or admitted to
trading, including any security identification number.
3, 5, 12, 13 C.2 Currency
of
the
securities
issue.
1 C.3
The number of shares issued and fully paid and issued but not fully paid.
The par value per share, or that the shares have not par value.
3 C.4
A description of the rights attached to the securities.
3, 5, 12, 13 C.5
A description of any restrictions on the free transferability of the securities.
3 C.6 An
indication
as
to
whether
the
securities
offered
are
or
will
be
the
object
of
an
appli
cation for admission to trading on a regulated market and the identity of all the regulated
markets where the securities are or are to be traded.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/31
Annexes Element Disclosure
requirement
1 C.7 A
description
of
dividend
policy.
5, 12, 13 C.8 C.4
plus:
— “including ranking”
— “including limitations to those rights”
5, 13 C.9 C.8
plus:
— “the nominal interest rate”
— “the date from which interest becomes payable and the due dates for interest”
— “where the rate is not fixed, description of the underlying on which it is based”
— “maturity date and arrangements for the amortisation of the loan, including the
repayment procedures”
— “an indication of yield”
— “name of representative of debt security holders”
5 C.10 C.9
plus:
— “if the security has a derivative component in the interest payment, provide a clear and
comprehensive explanation to help investors understand how the value of their
investment is affected by the value of the underlying instrument(s), especially under
the circumstances when the risks are most evident”
5, 12 C.11 An
indication
as
to
whether
the
securities
offered
are
or
will
be
the
object
of
an
appli
cation for admission to trading, with a view to their distribution in a regulated market or
other equivalent markets with indication of the markets in question.
8 C.12 The
minimum
denomination
of
an
issue.
10 C.13 Information
about
the
underlying
shares:
— C.1
— C.2
— C.3
— C.4
— C.5
— C.6
— C.7
10 C.14 Information
about
the
depository
receipts:
— C.1
— C.2
— C.4
— C.5
— “Describe the exercise of and benefit from the rights attaching to the underlying shares,
in particular voting rights, the conditions on which the issuer of the depository
receipts may exercise such rights, and measures envisaged to obtain the instructions
of the depository receipt holders – and the right to share in profits and any liqui
dations surplus which are not passed on to the holder of the depository receipt.”
— “Description of the bank or other guarantee attached to the depository receipt and
intended to underwrite the issuer’s obligations.”
12 C.15
A description of how the value of the investment is affected by the value of the underlying
instrument(s), unless the securities have a denomination of at least EUR 100 000.
12 C.16
The expiration or maturity date of the derivative securities – the exercise date or final
reference date.
12 C.17
A description of the settlement procedure of the derivative securities.

---

L 150/32
EN
Official Journal of the European Union
9.6.2012
Annexes Element Disclosure
requirement
12 C.18 A
description
of
how
the
return
on
derivative
securities
takes
place.
12 C.19
The exercise price or the final reference price of the underlying.
12 C.20
A description of the type of the underlying and where the information on the underlying
can be found.
13 C.21 Indication
of
the
market
where
the
securities
will
be
traded
and
for
which
prospectus
has
been published.
14 C.22 Information
about
the
underlying
share:
— “A description of the underlying share.”
— C.2
— C.4 plus the words “… and procedure for the exercise of those rights”.
— “Where and when the shares will be or have been admitted to trading.”
— C.5
— “Where the issuer of the underlying is an entity belonging to the same group, the
information to provide on this issuer is the information required by the share regis
tration document. Therefore provide such information required for a summary for
Annex 1.”
Section D — Risks
Annexes Element Disclosure
requirement
1 D.1 Key
information
on
the
key
risks
that
are
specific
to
the
issuer
or
its
industry
4, 7, 9, 11,
D.2 Key
information
on
the
key
risks
that
are
specific
to
the
issuer.
16, 17
3, 5, 13 D.3 Key
information
on
the
key
risks
that
are
specific
to
the
securities.
10 D.4
Information about the issuer of the underlying shares:
— D.2
10 D.5 Information
about
the
depository
receipts:
— D.3
12 D.6 D.3
plus:
— “This must include a risk warning to the effect that investors may lose the value of
their entire investment or part of it, as the case may be, and/or, if the investor’s
liability is not limited to the value of his investment, a statement of that fact,
together with a description of the circumstances in which such additional liability
arises and the likely financial effect.”
Section E — Offer
Annexes Element Disclosure
requirement
3, 10 E.1
The total net proceeds and an estimate of the total expenses of the issue/offer, including
estimated expenses charged to the investor by the issuer or the offeror.
3, 10 E.2a
Reasons for the offer, use of proceeds, estimated net amount of the proceeds.
5, 12 E.2b Reasons
for
the
offer
and
use
of
proceeds
when
different
from
making
profit
and/or
hedging certain risks.
3, 5, 10, 12 E.3
A description of the terms and conditions of the offer.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/33
Annexes Element Disclosure
requirement
3, 5, 10,
E.4 A
description
of
any
interest
that
is
material
to
the
issue/offer
including
conflicting
inter
12, 13
ests.
3, 10 E.5
Name of the person or entity offering to sell the security.
Lock-up agreements: the parties involved; and indication of the period of the lock up.
3, 10 E.6 The
amount
and
percentage
of
immediate
dilution
resulting
from
the
offer.
In the case of a subscription offer to existing equity holders, the amount and percentage of
immediate dilution if they do not subscribe to the new offer.
All E.7
Estimated expenses charged to the investor by the issuer or the offeror.

---

L 150/34
EN
Official Journal of the European Union
9.6.2012
ANNEX XXIII
Proportionate Schedule for Minimum Disclosure Requirements for the Share Registration Document for Rights
Issues
1. PERSONS
RESPONSIBLE
1.1.
All persons responsible for the information given in the Registration Document and, as the case may be, for
certain parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including
members of the issuer’s administrative, management or supervisory bodies indicate the name and function of the
person; in case of legal persons indicate the name and registered office.
1.2.
A declaration by those responsible for the registration document that, having taken all reasonable care to ensure
that such is the case, the information contained in the registration document is, to the best of their knowledge, in
accordance with the facts and contains no omission likely to affect its import. As the case may be, a declaration
by those responsible for certain parts of the registration document that, having taken all reasonable care to ensure
that such is the case, the information contained in the part of the registration document for which they are
responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to
affect its import.
2. STATUTORY
AUDITORS
2.1.
Names and addresses of the issuer’s auditors for the period covered by the historical financial information
(together with their membership in a professional body).
2.2.
If auditors have resigned, been removed or not been re-appointed during the period covered by the historical
financial information, indicate details if material.
3. RISK
FACTORS
Prominent disclosure of risk factors that are specific to the issuer or its industry in a section headed ‘Risk Factors’.
4. INFORMATION
ABOUT
THE
ISSUER
4.1. The
legal
and
commercial
name
of
the
issuer
4.2. Investments
4.2.1. A description, (including the amount) of the principal investments made since the end of the period covered by
the latest published audited financial statements and up to the date of the registration document.
4.2.2. A description of the issuer’s principal investments that are in progress, including the geographic distribution of
these investments (home and abroad) and the method of financing (internal or external)
4.2.3. Information
concerning
the
issuer’s
principal
future
investments
on
which
its
management
bodies
have
already
made firm commitments.
5. BUSINESS
OVERVIEW
5.1. Principal
Activities
A brief description of the issuer’s operations and principal activities and of any significant changes impacting
these operations and activities since the end of the period covered by the latest published audited financial
statements, including an indication of any significant new products and services that have been introduced and,
to the extent the development of new products or services has been publicly disclosed, the status of development.
5.2. Principal
Markets
A brief description of the principal markets in which the issuer competes and of any significant changes
impacting these markets since the end of period covered by the latest published audited financial statements.
5.3.
Where the information given pursuant to items 5.1. and 5.2. has been influenced by extraordinary factors since
the end of period covered by the latest published audited financial statements, mention that fact.
5.4.
If material to the issuer’s business or profitability, summary information regarding the extent to which the issuer
is dependent, on patents or licenses, industrial, commercial or financial contracts or new manufacturing
processes.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/35
5.5. The
basis
for
any
statements
made
by
the
issuer
regarding
its
competitive
position.
6. ORGANISATIONAL
STRUCTURE
6.1.
If the issuer is part of a group, a brief description of the group and the issuer’s position within the group.
7. TREND
INFORMATION
7.1.
The most significant recent trends in production, sales and inventory, and costs and selling prices since the end of
the last financial year to the date of the registration document.
7.2. Information
on
any
known
trends,
uncertainties,
demands,
commitments
or
events
that
are
reasonably
likely
to
have a material effect on the issuer’s prospects for at least the current financial year.
8. PROFIT
FORECASTS
OR
ESTIMATES
If an issuer chooses to include a profit forecast or a profit estimate the registration document must contain the
information set out in items 8.1 and 8.2:
8.1.
A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.
There must be a clear distinction between assumptions about factors which the members of the administrative,
management or supervisory bodies can influence and assumptions about factors which are exclusively outside the
influence of the members of the administrative, management or supervisory bodies; the assumptions must be
readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates
underlying the forecast.
8.2.
A report prepared by independent accountants or auditors stating that in the opinion of the independent
accountants or auditors the forecast or estimate has been properly compiled on the basis stated and that the
basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer.
8.3. The
profit
forecast
or
estimate
must
be
prepared
on
a
basis
comparable
with
the
historical
financial
information
8.4.
If a profit forecast in a prospectus has been published which is still outstanding, then provide a statement setting
out whether or not that forecast is still correct as at the time of the registration document, and an explanation of
why such forecast is no longer valid if that is the case.
9.
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT
9.1.
Names, business addresses and functions in the issuer of the following persons and an indication of the principal
activities performed by them outside that issuer where these are significant with respect to that issuer:
(a) members of the administrative, management or supervisory bodies;
(b) partners with unlimited liability, in the case of a limited partnership with a share capital;
(c) founders, if the issuer has been established for fewer than 5 years; and
(d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and
experience for the management of the issuer’s business.
The nature of any family relationship between any of those persons.
In the case of each member of the administrative, management or supervisory bodies of the issuer and of each
person mentioned in points (b) and (d) of the first subparagraph, details of that person’s relevant management
expertise and experience and the following information:
(a) the names of all companies and partnerships of which such person has been a member of the administrative,
management or supervisory bodies or partner at any time in the previous 5 years, indicating whether or not
the individual is still a member of the administrative, management or supervisory bodies or partner. It is not
necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative,
management or supervisory bodies;

---

L 150/36
EN
Official Journal of the European Union
9.6.2012
(b) any convictions in relation to fraudulent offences for at least the previous 5 years;
(c) details of any bankruptcies, receiverships or liquidations with which a person described in (a) and (d) of the
first subparagraph who was acting in the capacity of any of the positions set out in (a) and(d) of the first
subparagraph was associated for at least the previous 5 years;
(d) details of any official public incrimination and/or sanctions of such person by statutory or regulatory auth
orities (including designated professional bodies) and whether such person has ever been disqualified by a
court from acting as a member of the administrative, management or supervisory bodies of an issuer or from
acting in the management or conduct of the affairs of any issuer for at least the previous 5 years.
If there is no such information to be disclosed, a statement to that effect is to be made.
9.2.
Administrative, Management, and Supervisory bodies and Senior Management conflicts of interests
Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 9.1., and their
private interests and or other duties must be clearly stated. In the event that there are no such conflicts, a
statement to that effect must be made.
Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which
any person referred to in item 9.1 was selected as a member of the administrative, management or supervisory
bodies or member of senior management.
Details of any restrictions agreed by the persons referred to in item 9.1 on the disposal within a certain period of
time of their holdings in the issuer’s securities.
10. REMUNERATION
AND
BENEFITS
In case of issuers not listed on a regulated market and in relation to the last full financial year for those persons
referred to in points (a) and (d) of the first subparagraph of item 9.1.
10.1. The
amount
of
remuneration
paid
(including
any
contingent
or
deferred
compensation),
and
benefits
in
kind
granted to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its
subsidiaries by any person.
That information must be provided on an individual basis unless individual disclosure is not required in the
issuer’s home country or when the issuer has already publicly disclosed that information.
10.2. The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar
benefits.
11. BOARD
PRACTICES
In case of issuers not listed on a regulated market and in relation to the issuer’s last completed financial year, and
unless otherwise specified, with respect to those persons referred to in point (a) of the first subparagraph of 9.1.:
11.1. Date of expiration of the current term of office, if applicable, and the period during which the person has served
in that office.
11.2. Information
about
members
of
the
administrative,
management
or
supervisory
bodies’
service
contracts
with
the
issuer or any of its subsidiaries providing for benefits upon termination of employment, or an appropriate
negative statement.
11.3. Information about the issuer’s audit committee and remuneration committee, including the names of committee
members and a summary of the terms of reference under which the committee operates.
11.4. A
statement
as
to
whether
or
not
the
issuer
complies
with
its
country’s
of
incorporation
corporate
governance
regime(s). In the event that the issuer does not comply with such a regime, a statement to that effect must be
included together with an explanation regarding why the issuer does not comply with such regime.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/37
12. EMPLOYEES
12.1. Shareholdings and stock options with respect to each person referred to in points (a) and (d) of the first
subparagraph of item 9.1. provide information as to their share ownership and any options over such shares
in the issuer as of the most recent practicable date.
12.2. Description of any arrangements for involving the employees in the capital of the issuer.
13. MAJOR
SHAREHOLDERS
13.1. In so far as is known to the issuer, the name of any person other than a member of the administrative,
management or supervisory bodies who, directly or indirectly, has an interest in the issuer’s capital or voting
rights which is notifiable under the issuer’s national law, together with the amount of each such person’s interest
or, if there are no such persons, an appropriate negative statement.
13.2. Whether
the
issuer’s
major
shareholders
have
different
voting
rights,
or
an
appropriate
negative
statement.
13.3. To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by
whom and describe the nature of such control and describe the measures in place to ensure that such control is
not abused.
13.4. A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result
in a change in control of the issuer.
14. RELATED
PARTY
TRANSACTIONS
If International Financial Reporting Standards adopted according to the Regulation (EC) No 1606/2002 do not
apply to the issuer, the following information must be disclosed for the period covered by the historical financial
information and up to the date of the registration document:
(a) The nature and extent of any transactions which are – as a single transaction or in their entirety – material to
the issuer. Where such related party transactions are not concluded at arm’s length provide an explanation of
why these transactions were not concluded at arms length. In the case of outstanding loans including
guarantees of any kind indicate the amount outstanding.
(b) The amount or the percentage to which related party transactions form part of the turnover of the issuer.
If international Financial Reporting Standards adopted according to the Regulation (EC) No 1606/2002 apply to
the issuer, the above information must be disclosed only for the transactions occurred since the end of the last
financial period for which audited financial information have been published.
15.
FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION
AND PROFITS AND LOSSES
15.1. Historical
Financial
Information
Audited historical financial information covering the last financial year (or such shorter period that the issuer has
been in operation and the audit report. If the issuer has changed its accounting reference date during the period
for which historical financial information is required, the audited historical information shall cover at least 12
months, or the entire period for which the issuer has been in operation, whichever is the shorter. Such financial
information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member
State national accounting standards for issuers from the European Union.
For third country issuers, such financial information must be prepared according to the international accounting
standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third
country’s national accounting standards equivalent to these standards. If such financial information is not
equivalent to these standards, it must be presented in the form of restated financial statements.
The audited historical financial information must be presented and prepared in a form consistent with that which
will be adopted in the issuer’s next published annual financial statements having regard to accounting standards
and policies and legislation applicable to such annual financial statements.

---

L 150/38
EN
Official Journal of the European Union
9.6.2012
If the issuer has been operating in its current area of economic activity for less than 1 year, the audited historical
financial information covering that period must be prepared in accordance with the standards applicable to
annual financial statements under the Regulation (EC) No 1606/2002, or if not applicable to a Member State
national accounting standards where the issuer is an issuer from the European Union. For third country issuers,
the historical financial information must be prepared according to the international accounting standards adopted
pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national
accounting standards equivalent to these standards. This historical financial information must be audited.
If the audited financial information is prepared according to national accounting standards, the financial
information required under this heading must include at least:
(a) balance sheet;
(b) income statement;
(c) a statement showing either all changes in equity or changes in equity other than those arising from capital
transactions with owners and distributions to owners;
(d) cash flow statement;
(e) accounting policies and explanatory notes
The historical annual financial information must be independently audited or reported on as to whether or not,
for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards
applicable in a Member State or an equivalent standard.
15.2. Pro
forma
financial
information
In the case of a significant gross change, a description of how the transaction might have affected the assets and
liabilities and earnings of the issuer, had the transaction been undertaken at the commencement of the period
being reported on or at the date reported.
This requirement will normally be satisfied by the inclusion of pro forma financial information.
This pro forma financial information is to be presented as set out in Annex II and must include the information
indicated therein.
Pro forma financial information must be accompanied by a report prepared by independent accountants or
auditors.
15.3. Financial
statements
If the issuer prepares both own and consolidated annual financial statements, include at least the consolidated
annual financial statements in the registration document.
15.4 Auditing
of
historical
annual
financial
information
15.4.1. A statement that the historical financial information has been audited. If audit reports on the historical financial
information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such
refusal or such qualifications or disclaimers must be reproduced in full and the reasons given.
15.4.2. Indication of other information in the registration document which has been audited by the auditors.
15.4.3. Where financial data in the registration document is not extracted from the issuer’s audited financial statements
state the source of the data and state that the data is unaudited.
15.5. Age
of
latest
financial
information
15.5.1. The last year of audited financial information may not be older than one of the following:
(a) 18 months from the date of the registration document if the issuer includes audited interim financial
statements in the registration document;
(b) 15 months from the date of the registration document if the issuer includes unaudited interim financial
statements in the registration document.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/39
15.6. Interim
and
other
financial
information
15.6.1. If the issuer has published quarterly or half yearly financial information since the date of its last audited financial
statements, these must be included in the registration document. If the quarterly or half yearly financial
information has been reviewed or audited, the audit or review report must also be included. If the quarterly
or half yearly financial information is unaudited or has not been reviewed state that fact.
15.6.2. If the registration document is dated more than 9 months after the end of the last audited financial year, it must
contain interim financial information, which may be unaudited (in which case that fact must be stated) covering
at least the first 6 months of the financial year.
The interim financial information must include comparative statements for the same period in the prior financial
year, except that the requirement for comparative balance sheet information may be satisfied by presenting the
year end balance sheet.
15.7. Dividend
policy
A description of the issuer’s policy on dividend distributions and any restrictions thereon.
15.7.1. The amount of the dividend per share for the period covered by the historical financial information adjusted,
where the number of shares in the issuer has changed, to make it comparable.
15.8. Legal
and
arbitration
proceedings
Information on any governmental, legal or arbitration proceedings (including any such proceedings which are
pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months
which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position
or profitability, or provide an appropriate negative statement.
15.9. Significant
change
in
the
issuer’s
financial
or
trading
position
A description of any significant change in the financial or trading position of the group which has occurred since
the end of the last financial period for which either audited financial information or interim financial information
have been published, or provide an appropriate negative statement.
16. ADDITIONAL
INFORMATION
16.1. Share
Capital
The following information as of the date of the most recent balance sheet included in the historical financial
information:
16.1.1. The amount of issued capital, and for each class of share capital:
(a) the number of shares authorised;
(b) the number of shares issued and fully paid and issued but not fully paid;
(c) the par value per share, or that the shares have no par value; and
(d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10 %
of capital has been paid for with assets other than cash within the period covered by the historical financial
information, state that fact.
16.1.2. If there are shares not representing capital, state the number and main characteristics of such shares.
16.1.3. The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication
of the conditions governing and the procedures for conversion, exchange or subscription.
16.1.4. Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or
an undertaking to increase the capital.
16.1.5. Information about any capital of any member of the group which is under option or agreed conditionally or
unconditionally to be put under option and details of such options including those persons to whom such
options relate.

---

L 150/40
EN
Official Journal of the European Union
9.6.2012
17. MATERIAL
CONTRACTS
A summary of each material contract, other than contracts entered into in the ordinary course of business, to
which the issuer or any member of the group is a party, for the last year immediately preceding publication of
the registration document.
A summary of any other contract (not being a contract entered into in the ordinary course of business) entered
into by any member of the group which contains any provision under which any member of the group has any
obligation or entitlement which is material to the group as at the date of the registration document.
18. THIRD
PARTY
INFORMATION
AND
STATEMENT
BY
EXPERTS
AND
DECLARATIONS
OF
ANY
INTEREST
18.1. Where
a
statement
or
report
attributed
to
a
person
as
an
expert
is
included
in
the
Registration
Document,
provide such person’s name, business address, qualifications and material interest if any in the issuer. If the report
has been produced at the issuer’s request a statement to the effect that such statement or report is included, in the
form and context in which it is included, with the consent of the person who has authorised the contents of that
part of the Registration Document.
18.2. Where information has been sourced from a third party, provide a confirmation that this information has been
accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by
that third party, no facts have been omitted which would render the reproduced information inaccurate or
misleading. In addition, identify the source(s) of the information.
19. DOCUMENTS
ON
DISPLAY
A statement that for the life of the registration document the following documents (or copies thereof), where
applicable, may be inspected:
(a) the memorandum and articles of association of the issuer;
(b) all reports, letters, and other documents, historical financial information, valuations and statements prepared
by any expert at the issuer’s request any part of which is included or referred to in the registration document.
An indication of where the documents on display may be inspected, by physical or electronic means.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/41
ANNEX XXIV
Proportionate Schedule for Minimum Disclosure Requirements for the Share Securities Note for Rights Issues
1. PERSONS
RESPONSIBLE
1.1.
All persons responsible for the information given in the prospectus and, as the case may be, for certain parts of
it, with, in the latter case, an indication of such parts. In the case of natural persons including members of the
issuer’s administrative, management or supervisory bodies indicate the name and function of the person; in case
of legal persons indicate the name and registered office.
1.2.
A declaration by those responsible for the prospectus that, having taken all reasonable care to ensure that such is
the case the information contained in the prospectus is, to the best of their knowledge, in accordance with the
facts and contains no omission likely to affect its import. As the case may be, declaration by those responsible for
certain parts of the prospectus that, having taken all reasonable care to ensure that such is the case the
information contained in the part of the prospectus for which they are responsible is, to the best of their
knowledge, in accordance with the facts and contains no omission likely to affect its import.
2. RISK
FACTORS
Prominent disclosure of risk factors that are material to the securities being offered and/or admitted to trading in
order to assess the market risk associated with these securities in a section headed “Risk Factors”.
3. KEY
INFORMATION
3.1. Working
capital
Statement
Statement by the issuer that, in its opinion, the working capital is sufficient for the issuer’s present requirements
or, if not, how it proposes to provide the additional working capital needed.
3.2. Capitalisation
and
indebtedness
A statement of capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and
unsecured indebtedness) as of a date no earlier than 90 days prior to the date of the document. Indebtedness also
includes indirect and contingent indebtedness.
3.3. Interest
of
natural
and
legal
persons
involved
in
the
issue/offer
A description of any interest, including conflicting ones that is material to the issue/offer, detailing the persons
involved and the nature of the interest.
3.4. Reasons
for
the
offer
and
use
of
proceeds
Reasons for the offer and, where applicable, the estimated net amount of the proceeds broken into each principal
intended use and presented by order of priority of such uses. If the issuer is aware that the anticipated proceeds
will not be sufficient to fund all the proposed uses, state the amount and sources of other funds needed. Details
must be given with regard to the use of the proceeds, in particular when they are being used to acquire assets,
other than in the ordinary course of business, to finance announced acquisitions of other business, or to
discharge, reduce or retire indebtedness.
4.
INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING
4.1.
A description of the type and the class of the securities being offered and/or admitted to trading, including the
ISIN (International Security Identification Number) or other such security identification code.
4.2. Legislation
under
which
the
securities
have
been
created.
4.3.
An indication whether the securities are in registered form or bearer form and whether the securities are in
certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the
records.
4.4. Currency
of
the
securities
issue.
4.5. A
description
of
the
rights
attached
to
the
securities,
including
any
limitations
of
those
rights,
and
procedure
for
the exercise of those rights.
Dividend rights:
— Fixed date(s) on which the entitlement arises,

---

L 150/42
EN
Official Journal of the European Union
9.6.2012
— Time limit after which entitlement to dividend lapses and an indication of the person in whose favour the
lapse operates,
— Dividend restrictions and procedures for non-resident holders,
— Rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of
payments.
Voting rights.
Pre-emption rights in offers for subscription of securities of the same class.
Right to share in the issuer’s profits.
Rights to share in any surplus in the event of liquidation.
Redemption provisions.
Conversion provisions.
4.6.
A statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be
created and/or issued.
4.7.
The expected issue date of the securities
4.8.
A description of any restrictions on the free transferability of the securities
4.9.
In respect of the country of registered office of the issuer and the country(ies) where the offer is being made or
admission to trading is being sought:
— Information on taxes on the income from the securities withheld at source,
— Indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
5. TERMS
AND
CONDITIONS
OF
THE
OFFER
5.1 Conditions,
offer
statistics,
expected
timetable
and
action
required
to
apply
for
the
offer
5.1.1. Conditions
to
which
the
offer
is
subject.
5.1.2. Total
amount
of
the
issue/offer.
5.1.3. The time period, including any possible amendments, during which the offer will be open and description of the
application process.
5.1.4. An indication of when, and under which circumstances, the offer may be revoked or suspended and whether
revocation can occur after dealing has begun.
5.1.5. A description of the possibility to reduce subscriptions and the manner for refunding excess amount paid by
applicants.
5.1.6. Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate
amount to invest).
5.1.7. An
indication
of
the
period
during
which
an
application
may
be
withdrawn,
provided
that
investors
are
allowed
to withdraw their subscription.
5.1.8. Method and time limits for paying up the securities and for delivery of the securities.
5.1.9. A
full
description
of
the
manner
and
date
in
which
results
of
the
offer
are
to
be
made
public.
5.1.10. The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the
treatment of subscription rights not exercised.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/43
5.2. Allotment
5.2.1. To the extent known to the issuer, an indication of whether major shareholders or members of the issuer’s
management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person
intends to subscribe for more than five per cent of the offer.
5.2.2. Process
for notification
to applicants
of the amount allotted and indication
whether
dealing
may
begin before
notification is made.
5.3. Pricing
5.3.1. An indication of the price at which the securities will be offered. If the price is not known or if there is no
established and/or liquid market for the securities, indicate the method for determining the offer price, including a
statement as to who has set the criteria or is formally responsible for the determination. Indication of the amount
of any expenses and taxes specifically charged to the subscriber or purchaser.
5.3.2. Process for the disclosure of the offer price.
5.3.3. If
the
issuer’s
equity
holders
have
pre-emptive
purchase
rights
and
this
right
is
restricted
or
withdrawn,
indication
of the basis for the issue price if the issue is for cash, together with the reasons for and beneficiaries of such
restriction or withdrawal.
5.4. Placing
and
Underwriting
5.4.1. Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extend
known to the issuer or to the offeror, of the placers in the various countries where the offer takes place
5.4.2. Name
and
address
of
any
paying
agents
and
depository
agents
in
each
country.
5.4.3. Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and
address of the entities agreeing to place the issue without a firm commitment or under “best efforts” arrange
ments. Indication of the material features of the agreements, including the quotas. Where not all of the issue is
underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting
commission and of the placing commission.
5.4.4. When
the
underwriting
agreement
has
been
or
will
be
reached.
6. ADMISSION
TO
TRADING
AND
DEALING
ARRANGEMENTS
6.1.
An indication as to whether the securities offered are or will be the object of an application for admission to
trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the
markets in question. This circumstance must be mentioned, without creating the impression that the admission to
trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to
trading.
6.2.
All the regulated markets or equivalent markets on which, to the knowledge of the issuer, securities of the same
class of the securities to be offered or admitted to trading are already admitted to trading.
6.3.
If simultaneously or almost simultaneously with the creation of the securities for which admission to a regulated
market is being sought, securities of the same class are subscribed for or placed privately or if securities of other
classes are created for public or private placing, give details of the nature of such operations and of the number
and characteristics of the securities to which they relate.
6.4. Details
of
the
entities
which
have
a
firm
commitment
to
act
as
intermediaries
in
secondary
trading,
providing
liquidity through bid and offer rates and description of the main terms of their commitment.
7. LOCK-UP
AGREEMENTS
7.1. Lock-up
agreements
The parties involved.
Content and exceptions of the agreement.
Indication of the period of the lock up.

---

L 150/44
EN
Official Journal of the European Union
9.6.2012
8. EXPENSE
OF
THE
ISSUE/OFFER
8.1.
The total net proceeds and an estimate of the total expenses of the issue/offer.
9. DILUTION
9.1. The
amount
and
percentage
of
immediate
dilution
resulting
from
the
issue/offer.
9.2. The
amount
and
percentage
of
immediate
dilution
if
they
do
not
subscribe
to
the
new
offer.
10. ADDITIONAL
INFORMATION
10.1. If advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the
advisors have acted.
10.2. An
indication
of
other
information
in
the
Securities
Note
which
has
been
audited
or
reviewed
by
statutory
auditors and where auditors have produced a report. Reproduction of the report or, with permission of the
competent authority, a summary of the report.
10.3. Where a statement or report attributed to a person as an expert is included in the Securities Note, provide such
persons’ name, business address, qualifications and material interest if any in the issuer. If the report has been
produced at the issuer’s request a statement to the effect that such statement or report is included, in the form
and context in which it is included, with the consent of the person who has authorised the contents of that part
of the Securities Note.
10.4. Where information has been sourced from a third party, provide a confirmation that this information has been
accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by
that third party, no facts have been omitted which would render the reproduced information inaccurate or
misleading. In addition, identify the source(s) of the information.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/45
ANNEX XXV
Proportionate Schedule for Minimum Disclosure Requirements for the Share Registration Document for SMEs
and companies with reduced market capitalisation
1. PERSONS
RESPONSIBLE
1.1.
All persons responsible for the information given in the Registration Document and, as the case may be, for
certain parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including
members of the issuer’s administrative, management or supervisory bodies indicate the name and function of the
person; in case of legal persons indicate the name and registered office.
1.2.
A declaration by those responsible for the registration document that, having taken all reasonable care to ensure
that such is the case, the information contained in the registration document is, to the best of their knowledge, in
accordance with the facts and contains no omission likely to affect its import. As the case may be, a declaration
by those responsible for certain parts of the registration document that, having taken all reasonable care to ensure
that such is the case, the information contained in the part of the registration document for which they are
responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to
affect its import.
2. STATUTORY
AUDITORS
2.1.
Names and addresses of the issuer’s auditors for the period covered by the historical financial information
(together with their membership in a professional body).
2.2.
If auditors have resigned, been removed or not been re-appointed during the period covered by the historical
financial information, indicate details if material.
3. SELECTED
FINANCIAL
INFORMATION
3.1.
Selected historical financial information regarding the issuer, presented for each financial year for the period
covered by the historical financial information, and any subsequent interim financial period, in the same currency
as the financial information.
The selected historical financial information must provide the key figures that summarise the financial condition
of the issuer.
3.2.
If selected financial information for interim periods is provided, comparative data from the same period in the
prior financial year must also be provided, except that the requirement for comparative balance sheet information
is satisfied by presenting the year end balance sheet information.
4. RISK
FACTORS
Prominent disclosure of risk factors that are specific to the issuer or its industry in a section headed ‘Risk Factors’.
5. INFORMATION
ABOUT
THE
ISSUER
5.1. History
and
Development
of
the
Issuer
5.1.1. the legal and commercial name of the issuer;
5.1.2. the place of registration of the issuer and its registration number;
5.1.3. the date of incorporation and the length of life of the issuer, except where indefinite;
5.1.4. the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of
incorporation, and the address and telephone number of its registered office (or principal place of business if
different from its registered office);
5.1.5. the important events in the development of the issuer’s business.
5.2. Investments
5.2.1. A description (including the amount) of the issuer’s principal investments for each financial year for the period
covered by the historical financial information up to the date of the registration document.

---

L 150/46
EN
Official Journal of the European Union
9.6.2012
5.2.2. A description of the issuer’s principal investments that are in progress, including the geographic distribution of
these investments (home and abroad) and the method of financing (internal or external).
5.2.3. Information
concerning
the
issuer’s
principal
future
investments
on
which
its
management
bodies
have
already
made firm commitments and the anticipated sources of funds needed to fulfil these commitments.
6. BUSINESS
OVERVIEW
6.1. Principal
Activities
A brief description of the issuer’s operations and principal activities and of any significant changes impacting
these operations and activities since latest two published audited financial statements, including an indication of
any significant new products and services that have been introduced and, to the extent the development of new
products or services has been publicly disclosed, the status of development.
6.2. Principal
Markets
A brief description of the principal markets in which the issuer competes and of any significant changes
impacting these markets since latest two published audited financial statements.
6.3.
Where the information given pursuant to items 6.1. and 6.2. has been influenced by extraordinary factors,
mention that fact.
6.4.
If material to the issuer’s business or profitability, summary information regarding the extent to which the issuer
is dependent, on patents or licenses, industrial, commercial or financial contracts or new manufacturing
processes.
6.5. The
basis
for
any
statements
made
by
the
issuer
regarding
its
competitive
position.
7. ORGANISATIONAL
STRUCTURE
7.1.
If the issuer is part of a group, a brief description of the group and the issuer’s position within the group.
7.2.
If not included in the financial statements, a list of the issuer’s significant subsidiaries, including name, country of
incorporation or residence, proportion of ownership interest and, if different, proportion of voting power held.
8. PROPERTY,
PLANTS
AND
EQUIPMENT
8.1.
A description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets.
9. OPERATING
AND
FINANCIAL
REVIEW
The issuer must disclose the following information if the Annual Reports, presented and prepared in accordance
with Article 46 of Directive 78/660/EEC and Article 36 of Directive 83/349/EEC for the periods covered by the
historical financial information, are not included in or annexed to the prospectus:
9.1. Financial
Condition
To the extent not covered elsewhere in the registration document, provide a description of the issuer’s financial
condition, changes in financial condition and results of operations for each year and interim period, for which
historical financial information is required, including the causes of material changes from year to year in the
financial information to the extent necessary for an understanding of the issuer’s business as a whole.
9.2. Operating
Results
9.2.1. Information regarding significant factors, including unusual or infrequent events or new developments, materially
affecting the issuer’s income from operations, indicating the extent to which income was so affected.
9.2.2. Where
the
financial
statements
disclose
material
changes
in
net
sales
or
revenues,
provide
a
narrative
discussion
of the reasons for such changes.
9.2.3. Information regarding any governmental, economic, fiscal, monetary or political policies or factors that have
materially affected, or could materially affect, directly or indirectly, the issuer’s operations.
10. CAPITAL
RESOURCES
10.1. An explanation of the sources and amounts of and a narrative description of the issuer’s cash flows;

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/47
10.2. Information
regarding
any
restrictions
on
the
use
of
capital
resources
that
have
materially
affected,
or
could
materially affect, directly or indirectly, the issuer’s operations.
11. RESEARCH
AND
DEVELOPMENT,
PATENTS
AND
LICENCES
Where material, provide a description of the issuer’s research and development policies for each financial year for
the period covered by the historical financial information, including the amount spent on issuer-sponsored
research and development activities.
12. TREND
INFORMATION
12.1. The most significant recent trends in production, sales and inventory, and costs and selling prices since the end of
the last financial year to the date of the registration document.
12.2. Information
on
any
known
trends,
uncertainties,
demands,
commitments
or
events
that
are
reasonably
likely
to
have a material effect on the issuer’s prospects for at least the current financial year.
13. PROFIT
FORECASTS
OR
ESTIMATES
If an issuer chooses to include a profit forecast or a profit estimate the registration document must contain the
information set out in items 13.1 and 13.2:
13.1. A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.
There must be a clear distinction between assumptions about factors which the members of the administrative,
management or supervisory bodies can influence and assumptions about factors which are exclusively outside the
influence of the members of the administrative, management or supervisory bodies; the assumptions must be
readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates
underlying the forecast.
13.2. A report prepared by independent accountants or auditors stating that in the opinion of the independent
accountants or auditors the forecast or estimate has been properly compiled on the basis stated and that the
basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer.
13.3. The
profit
forecast
or
estimate
must
be
prepared
on
a
basis
comparable
with
the
historical
financial
information
13.4. If a profit forecast in a prospectus has been published which is still outstanding, then provide a statement setting
out whether or not that forecast is still correct as at the time of the registration document, and an explanation of
why such forecast is no longer valid if that is the case.
14.
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT
14.1. Names, business addresses and functions in the issuer of the following persons and an indication of the principal
activities performed by them outside that issuer where these are significant with respect to that issuer:
(a) members of the administrative, management or supervisory bodies;
(b) partners with unlimited liability, in the case of a limited partnership with a share capital;
(c) founders, if the issuer has been established for fewer than 5 years; and
(d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and
experience for the management of the issuer’s business.
The nature of any family relationship between any of those persons.
In the case of each member of the administrative, management or supervisory bodies of the issuer and of each
person mentioned in points (b) and (d) of the first subparagraph, details of that person’s relevant management
expertise and experience and the following information:
(a) the names of all companies and partnerships of which such person has been a member of the administrative,
management or supervisory bodies or partner at any time in the previous 5 years, indicating whether or not
the individual is still a member of the administrative, management or supervisory bodies or partner. It is not
necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative,
management or supervisory bodies;

---

L 150/48
EN
Official Journal of the European Union
9.6.2012
(b) any convictions in relation to fraudulent offences for at least the previous 5 years;
(c) details of any bankruptcies, receiverships or liquidations with which a person described in (a) and (d) of the
first subparagraph who was acting in the capacity of any of the positions set out in (a) and (d) of the first
subparagraph was associated for at least the previous 5 years;
(d) details of any official public incrimination and/or sanctions of such person by statutory or regulatory auth
orities (including designated professional bodies) and whether such person has ever been disqualified by a
court from acting as a member of the administrative, management or supervisory bodies of an issuer or from
acting in the management or conduct of the affairs of any issuer for at least the previous 5 years.
If there is no such information to be disclosed, a statement to that effect is to be made.
14.2. Administrative, Management, and Supervisory bodies and Senior Management conflicts of interests
Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 14.1., and their
private interests and or other duties must be clearly stated. In the event that there are no such conflicts, a
statement to that effect must be made.
Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which
any person referred to in item 14.1 was selected as a member of the administrative, management or supervisory
bodies or member of senior management.
Details of any restrictions agreed by the persons referred to in item 14.1 on the disposal within a certain period
of time of their holdings in the issuer’s securities.
15. REMUNERATION
AND
BENEFITS
In relation to the last full financial year for those persons referred to in points (a) and (d) of the first
subparagraph of item 14.1.
15.1. The
amount
of
remuneration
paid
(including
any
contingent
or
deferred
compensation),
and
benefits
in
kind
granted to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its
subsidiaries by any person.
That information must be provided on an individual basis unless individual disclosure is not required in the
issuer’s home country or when the issuer has already publicly disclosed that information.
15.2. The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar
benefits.
16. BOARD
PRACTICES
In relation to the issuer’s last completed financial year, and unless otherwise specified, with respect to those
persons referred to in point (a) of the first subparagraph of item 14.1.
16.1. Date of expiration of the current term of office, if applicable, and the period during which the person has served
in that office.
16.2. Information
about
members
of
the
administrative,
management
or
supervisory
bodies’
service
contracts
with
the
issuer or any of its subsidiaries providing for benefits upon termination of employment, or an appropriate
negative statement.
16.3. Information about the issuer’s audit committee and remuneration committee, including the names of committee
members and a summary of the terms of reference under which the committee operates.
16.4. A
statement
as
to
whether
or
not
the
issuer
complies
with
its
country’s
of
incorporation
corporate
governance
regime(s). In the event that the issuer does not comply with such a regime, a statement to that effect must be
included together with an explanation regarding why the issuer does not comply with such regime.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/49
17. EMPLOYEES
17.1. Either the number of employees at the end of the period or the average for each financial year for the period
covered by the historical financial information up to the date of the registration document (and changes in such
numbers, if material) and, if possible and material, a breakdown of persons employed by main category of activity
and geographic location. If the issuer employs a significant number of temporary employees, include disclosure of
the number of temporary employees on average during the most recent financial year.
17.2. Shareholdings and stock options with respect to each person referred to in points (a) and (d) of the first
subparagraph of item 14.1. provide information as to their share ownership and any options over such
shares in the issuer as of the most recent practicable date.
17.3. Description of any arrangements for involving the employees in the capital of the issuer.
18. MAJOR
SHAREHOLDERS
18.1. In so far as is known to the issuer, the name of any person other than a member of the administrative,
management or supervisory bodies who, directly or indirectly, has an interest in the issuer’s capital or voting
rights which is notifiable under the issuer’s national law, together with the amount of each such person’s interest
or, if there are no such persons, an appropriate negative statement.
18.2. Whether
the
issuer’s
major
shareholders
have
different
voting
rights,
or
an
appropriate
negative
statement.
18.3. To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by
whom and describe the nature of such control and describe the measures in place to ensure that such control is
not abused.
18.4. A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result
in a change in control of the issuer.
19. RELATED
PARTY
TRANSACTIONS
If International Financial Reporting Standards adopted according to the Regulation (EC) No 1606/2002 do not
apply to the issuer, the following information must be disclosed for the period covered by the historical financial
information and up to the date of the registration document:
(a) The nature and extent of any transactions which are – as a single transaction or in their entirety – material to
the issuer. Where such related party transactions are not concluded at arm’s length provide an explanation of
why these transactions were not concluded at arms length. In the case of outstanding loans including
guarantees of any kind indicate the amount outstanding.
(b) The amount or the percentage to which related party transactions form part of the turnover of the issuer.
If international Financial Reporting Standards adopted according to the Regulation (EC) No 1606/2002 apply to
the issuer, the above information must be disclosed only for the transactions occurred since the end of the last
financial period for which audited financial information have been published.
20.
FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION
AND PROFITS AND LOSSES
20.1. Historical
Financial
Information
A statement that audited historical financial information covering the latest 2 financial years (or such shorter
period that the issuer has been in operation) have been prepared according to Regulation (EC) No 1606/2002, or,
if not applicable, to a Member State national accounting standards for issuers from the European Union, and
where own and consolidated financial statements as the case may be can be obtained.
The audit report in respect of each year must be included.
For third country issuers, a statement that such financial information have been prepared and audited according
to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC)
No 1606/2002 or to a third country’s national accounting standards equivalent to these standards, and where it
can be obtained. If such financial information is not equivalent to these standards, a statement that it has been
prepared in the form of restated financial statements, and where it can be obtained.

---

L 150/50
EN
Official Journal of the European Union
9.6.2012
20.2. Pro
forma
financial
information
In the case of a significant gross change, a description of how the transaction might have affected the assets and
liabilities and earnings of the issuer, had the transaction been undertaken at the commencement of the period
being reported on or at the date reported.
This requirement will normally be satisfied by the inclusion of pro forma financial information.
This pro forma financial information is to be presented as set out in Annex II and must include the information
indicated therein.
Pro forma financial information must be accompanied by a report prepared by independent accountants or
auditors.
20.3. Auditing
of
historical
annual
financial
information
20.3.1. A statement that the historical financial information has been audited. If audit reports on the historical financial
information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such
refusal or such qualifications or disclaimers must be reproduced in full and the reasons given.
20.3.2. Indication of other information in the registration document which has been audited by the auditors.
20.3.3. Where financial data in the registration document is not extracted from the issuer’s audited financial statements
state the source of the data and state that the data is unaudited.
20.4. Age
of
latest
financial
information
20.4.1. The last year of audited financial information may not be older than one of the following:
(a) 18 months from the date of the registration document if the issuer includes audited interim financial
statements in the registration document;
(b) 15 months from the date of the registration document if the issuer includes unaudited interim financial
statements in the registration document.
20.5. Interim
and
other
financial
information
20.5.1. If the issuer has published quarterly or half yearly financial information since the date of its last audited financial
statements, a statement in that respect must be included in the registration document, and where it can be
obtained. If the quarterly or half yearly financial information has been reviewed or audited, the audit or review
report must be included. If the quarterly or half yearly financial information is unaudited or has not been
reviewed state that fact.
20.6. Dividend
policy
A description of the issuer’s policy on dividend distributions and any restrictions thereon.
20.6.1. The amount of the dividend per share for each financial year for the period covered by the historical financial
information adjusted, where the number of shares in the issuer has changed, to make it comparable.
20.7. Legal
and
arbitration
proceedings
Information on any governmental, legal or arbitration proceedings (including any such proceedings which are
pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months
which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position
or profitability, or provide an appropriate negative statement.
20.8. Significant
change
in
the
issuer’s
financial
or
trading
position
A description of any significant change in the financial or trading position of the group which has occurred since
the end of the last financial period for which either audited financial information or interim financial information
have been published, or provide an appropriate negative statement.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/51
21. ADDITIONAL
INFORMATION
21.1. Share
Capital
The following information as of the date of the most recent balance sheet included in the historical financial
information:
21.1.1. The amount of issued capital, and for each class of share capital:
(a) the number of shares authorised;
(b) the number of shares issued and fully paid and issued but not fully paid;
(c) the par value per share, or that the shares have no par value; and
(d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10 %
of capital has been paid for with assets other than cash within the period covered by the historical financial
information, state that fact.
21.1.2. If there are shares not representing capital, state the number and main characteristics of such shares.
21.1.3. The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by
subsidiaries of the issuer.
21.1.4. The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication
of the conditions governing and the procedures for conversion, exchange or subscription.
21.1.5. Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or
an undertaking to increase the capital.
21.1.6. Information about any capital of any member of the group which is under option or agreed conditionally or
unconditionally to be put under option and details of such options including those persons to whom such
options relate.
21.1.7. A history of share capital, highlighting information about any changes, for the period covered by the historical
financial information.
21.2. Memorandum
and
Articles
of
Association
21.2.1. A description of the issuer’s objects and purposes and where they can be found in the memorandum and articles
of association.
21.2.2. A summary of any provisions of the issuer’s articles of association, statutes, charter or bylaws with respect to the
members of the administrative, management and supervisory bodies.
21.2.3. A description of the rights, preferences and restrictions attaching to each class of the existing shares.
21.2.4. A description of what action is necessary to change the rights of holders of the shares, indicating where the
conditions are more significant than is required by law.
21.2.5. A description of the conditions governing the manner in which annual general meetings and extraordinary
general meetings of shareholders are called including the conditions of admission.
21.2.6. A brief description of any provision of the issuer’s articles of association, statutes, charter or bylaws that would
have an effect of delaying, deferring or preventing a change in control of the issuer.
21.2.7. An indication of the articles of association, statutes, charter or bylaw provisions, if any, governing the ownership
threshold above which shareholder ownership must be disclosed.
21.2.8. A description of the conditions imposed by the memorandum and articles of association statutes, charter or
bylaw governing changes in the capital, where such conditions are more stringent than is required by law.

---

L 150/52
EN
Official Journal of the European Union
9.6.2012
22. MATERIAL
CONTRACTS
A summary of each material contract, other than contracts entered into in the ordinary course of business, to
which the issuer or any member of the group is a party, for the 2 years immediately preceding publication of the
registration document.
A summary of any other contract (not being a contract entered into in the ordinary course of business) entered
into by any member of the group which contains any provision under which any member of the group has any
obligation or entitlement which is material to the group as at the date of the registration document.
23. THIRD
PARTY
INFORMATION
AND
STATEMENT
BY
EXPERTS
AND
DECLARATIONS
OF
ANY
INTEREST
23.1. Where
a
statement
or
report
attributed
to
a
person
as
an
expert
is
included
in
the
Registration
Document,
provide such person’s name, business address, qualifications and material interest if any in the issuer. If the report
has been produced at the issuer’s request a statement to the effect that such statement or report is included, in the
form and context in which it is included, with the consent of the person who has authorised the contents of that
part of the Registration Document.
23.2. Where information has been sourced from a third party, provide a confirmation that this information has been
accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by
that third party, no facts have been omitted which would render the reproduced information inaccurate or
misleading. In addition, identify the source(s) of the information.
24. DOCUMENTS
ON
DISPLAY
A statement that for the life of the registration document the following documents (or copies thereof), where
applicable, may be inspected:
(a) the memorandum and articles of association of the issuer;
(b) all reports, letters, and other documents, historical financial information, valuations and statements prepared
by any expert at the issuer’s request any part of which is included or referred to in the registration document;
(c) the historical financial information of the issuer or, in the case of a group, the historical financial information
for the issuer and its subsidiary undertakings for each of the 2 financial years preceding the publication of the
registration document.
An indication of where the documents on display may be inspected, by physical or electronic means.
25. INFORMATION
ON
HOLDINGS
Information relating to the undertakings in which the issuer holds a proportion of the capital likely to have a
significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/53
ANNEX XXVI
Proportionate Schedule for Minimum Disclosure Requirements for the Debt and Derivative Securities
< 100 000 EUR Registration Document for SMEs and companies with reduced market capitalisation ( 1 )
1. PERSONS
RESPONSIBLE
2. STATUTORY
AUDITORS
3. SELECTED
FINANCIAL
INFORMATION
4. RISK
FACTORS
5. INFORMATION
ABOUT
THE
ISSUER
6. BUSINESS
OVERVIEW
7. ORGANISATIONAL
STRUCTURE
8. TREND
INFORMATION
9. PROFIT
FORECASTS
OR
ESTIMATES
10. ADMINISTRATIVE,
MANAGEMENT,
AND
SUPERVISORY
BODIES
11. BOARD
PRACTICES
12. MAJOR
SHAREHOLDERS
13.
FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION
AND PROFITS AND LOSSES
13.1. Historical
Financial
Information
A statement that audited historical financial information covering the last financial year (or such shorter period
that the issuer has been in operation) have been prepared according to Regulation (EC) No 1606/2002, or, if not
applicable, to a Member State national accounting standards for issuers from the European Union, and where
own and consolidated financial statements as the case may be can be obtained.
The audit report must be included.
For third country issuers, a statement that such financial information have been prepared and audited according
to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC)
No 1606/2002 or to a third country’s national accounting standards equivalent to these standards, and where it
can be obtained. If such financial information is not equivalent to these standards, a statement that it has been
prepared in the form of restated financial statements, and where it can be obtained.
13.2. Auditing
of
historical
annual
financial
information
13.2.1. A statement that the historical financial information has been audited. If audit reports on the historical financial
information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such
refusal or such qualifications or disclaimers must be reproduced in full and the reasons given.
13.2.2. Indication of other information in the registration document which has been audited by the auditors.
13.2.3. Where financial data in the registration document is not extracted from the issuer’s audited financial statements
state the source of the data and state that the data is unaudited.
13.3. Interim
and
other
financial
information
If the issuer has published quarterly or half yearly financial information since the date of its last audited financial
statements, a statement in that respect must be included in the registration document and where it can be
obtained. If the quarterly or half yearly financial information has been reviewed or audited, the audit or review
report must be included. If the quarterly or half yearly financial information is unaudited or has not been
reviewed state that fact.
( 1 ) Sub-items as in Annex IV of Regulation (EC) No 809/2004, except the amendment in item 13 (Financial Information).

---

L 150/54
EN
Official Journal of the European Union
9.6.2012
13.4. Legal
and
arbitration
proceedings
Information on any governmental, legal or arbitration proceedings (including any such proceedings which are
pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months
which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position
or profitability, or provide an appropriate negative statement.
13.5. Significant
change
in
the
issuer’s
financial
or
trading
position
A description of any significant change in the financial or trading position of the group which has occurred since
the end of the last financial period for which either audited financial information or interim financial information
have been published, or provide an appropriate negative statement.
14. ADDITIONAL
INFORMATION
15. MATERIAL
CONTRACTS
16.
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST
17. DOCUMENTS
ON
DISPLAY

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/55
ANNEX XXVII
Proportionate Schedule for Minimum Disclosure Requirements for the Debt and Derivative Securities
≥ 100 000 EUR Registration Document for SMEs and companies with reduced market capitalisation (schedule) ( 1 )
1. PERSONS
RESPONSIBLE
2. STATUTORY
AUDITORS
3. RISK
FACTORS
4. INFORMATION
ABOUT
THE
ISSUER
5. BUSINESS
OVERVIEW
6. ORGANISATIONAL
STRUCTURE
7. TREND
INFORMATION
8. PROFIT
FORECASTS
OR
ESTIMATES
9. ADMINISTRATIVE,
MANAGEMENT,
AND
SUPERVISORY
BODIES
10. MAJOR
SHAREHOLDERS
11.
FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION
AND PROFITS AND LOSSES
11.1. Historical
Financial
Information
A statement that audited historical financial information covering the last financial year (or such shorter period
that the issuer has been in operation) have been prepared according to Regulation (EC) No 1606/2002, or, if not
applicable, to a Member State national accounting standards for issuers from the European Union, and where
own and consolidated financial statements as the case may be can be obtained.
The audit report must be included.
For third country issuers, a statement that such financial information have been prepared and audited according
to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC)
No 1606/2002 or to a third country’s national accounting standards equivalent to these standards, and where it
can be obtained. If such financial information is not equivalent to these standards, a statement that it has been
prepared in the form of restated financial statements, and where it can be obtained.
11.2. Auditing
of
historical
annual
financial
information
11.2.1. A statement that the historical financial information has been audited. If audit reports on the historical financial
information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such
refusal or such qualifications or disclaimers must be reproduced in full and the reasons given.
11.2.2. Indication of other information in the registration document which has been audited by the auditors.
11.2.3. Where financial data in the registration document is not extracted from the issuer’s audited financial statements
state the source of the data and state that the data is unaudited.
11.3. Interim
and
other
financial
information
If the issuer has published quarterly or half yearly financial information since the date of its last audited financial
statements, a statement in that respect must be included in the registration document and where it can be
obtained. If the quarterly or half yearly financial information has been reviewed or audited, the audit or review
report must be included. If the quarterly or half yearly financial information is unaudited or has not been
reviewed state that fact.
( 1 ) Sub-items as in Annex IX of Regulation (EC) No 809/2004, except the amendment in item 11 (Financial Information).

---

L 150/56
EN
Official Journal of the European Union
9.6.2012
11.4. Legal
and
arbitration
proceedings
Information on any governmental, legal or arbitration proceedings (including any such proceedings which are
pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months
which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position
or profitability, or provide an appropriate negative statement.
11.5. Significant
change
in
the
issuer’s
financial
or
trading
position
A description of any significant change in the financial or trading position of the group which has occurred since
the end of the last financial period for which either audited financial information or interim financial information
have been published, or provide an appropriate negative statement.
12. MATERIAL
CONTRACTS
13.
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST
14. DOCUMENTS
ON
DISPLAY

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/57
ANNEX XXVIII
Proportionate Schedule for Minimum Disclosure Requirements for the Depositary Receipts issued over shares
for SMEs and companies with reduced market capitalisation ( 1 )
1. PERSONS
RESPONSIBLE
1.1.
All persons responsible for the information given in the Registration Document and, as the case may be, for
certain parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including
members of the issuer’s administrative, management or supervisory bodies indicate the name and function of the
person; in case of legal persons indicate the name and registered office.
1.2. A
declaration
by
those
responsible
for
the
registration
document
that,
having
taken
all
reasonable
care
to
ensure
that such is the case, the information contained in the registration document is, to the best of their knowledge,
in accordance with the facts and contains no omission likely to affect its import. As the case may be, a
declaration by those responsible for certain parts of the registration document that, having taken all reasonable
care to ensure that such is the case, the information contained in the part of the registration document for which
they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission
likely to affect its import.
2. STATUTORY
AUDITORS
2.1.
Names and addresses of the issuer’s auditors for the period covered by the historical financial information
(together with their membership in a professional body).
2.2.
If auditors have resigned, been removed or not been re-appointed during the period covered by the historical
financial information, indicate details if material.
3. SELECTED
FINANCIAL
INFORMATION
3.1.
Selected historical financial information regarding the issuer, presented for each financial year for the period
covered by the historical financial information, and any subsequent interim financial period, in the same currency
as the financial information.
The selected historical financial information must provide the key figures that summarise the financial condition
of the issuer.
3.2.
If selected financial information for interim periods is provided, comparative data from the same period in the
prior financial year shall also be provided, except that the requirement for comparative balance sheet information
is satisfied by presenting the year end balance sheet information.
4. RISK
FACTORS
Prominent disclosure of risk factors that are specific to the issuer or its industry in a section headed ‘Risk Factors’.
5. INFORMATION
ABOUT
THE
ISSUER
5.1. History
and
Development
of
the
Issuer
5.1.1. the legal and commercial name of the issuer;
5.1.2. the place of registration of the issuer and its registration number;
5.1.3. the date of incorporation and the length of life of the issuer, except where indefinite;
5.1.4. the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of
incorporation, and the address and telephone number of its registered office (or principal place of business if
different from its registered office);
5.1.5. the important events in the development of the issuer’s business.
( 1 ) For Items 26-32, Sub-items as in Annex X of Regulation (EC) No 809/2004.

---

L 150/58
EN
Official Journal of the European Union
9.6.2012
5.2. Investments
5.2.1. A description, (including the amount) of the issuer’s principal investments for each financial year for the period
covered by the historical financial information up to the date of the prospectus.
5.2.2. A description of the issuer’s principal investments that are currently in progress, including the distribution of
these investments geographically (home and abroad) and the method of financing (internal or external);
5.2.3. ‘Information
concerning
the
issuer’s
principal
future
investments
on
which
its
management
bodies
have
already
made firm commitments and the anticipated sources of funds needed to fulfil these commitments.’
6. BUSINESS
OVERVIEW
6.1. Principal
Activities
6.1.1. A brief description of the issuer’s operations and principal activities and of any significant changes impacting
these operations and activities since latest two published audited financial statements, including an indication of
any significant new products and services that have been introduced and, to the extent the development of new
products or services has been publicly disclosed, the status of development.
6.2. Principal
Markets
A brief description of the principal markets in which the issuer competes and of any significant changes
impacting these markets since latest two published audited financial statements.
6.3.
Where the information given pursuant to items 6.1. and 6.2. has been influenced by extraordinary factors,
mention that fact.
6.4.
If material to the issuer’s business or profitability, summary information regarding the extent to which the issuer
is dependent, on patents or licenses, industrial, commercial or financial contracts or new manufacturing
processes.
6.5.
The basis for any statements made by the issuer regarding its competitive position.
7. ORGANISATIONAL
STRUCTURE
7.1.
If the issuer is part of a group, a brief description of the group and the issuer’s position within the group.
8. PROPERTY,
PLANTS
AND
EQUIPMENT
8.1.
A description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets.
9. OPERATING
AND
FINANCIAL
REVIEW
The issuer must disclose the following information if the Annual Reports, presented and prepared in accordance
with Article 46 of Directive 78/660/EEC and Article 36 of Directive 83/349/EEC for the periods covered by the
historical financial information, are not included in or annexed to the prospectus:
9.1. Financial
Condition
To the extent not covered elsewhere in the registration document, provide a description of the issuer’s financial
condition, changes in financial condition and results of operations for each year and interim period, for which
historical financial information is required, including the causes of material changes from year to year in the
financial information to the extent necessary for an understanding of the issuer’s business as a whole.
9.2. Operating
Results
9.2.1. Information
regarding
significant
factors,
including
unusual
or
infrequent
events
or
new
developments,
materially
affecting the issuer’s income from operations, indicating the extent to which income was so affected.
9.2.2. Where
the
financial
statements
disclose
material
changes
in
net
sales
or
revenues,
provide
a
narrative
discussion
of the reasons for such changes.
9.2.3. Information regarding any governmental, economic, fiscal, monetary or political policies or factors that have
materially affected, or could materially affect, directly or indirectly, the issuer’s operations.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/59
10. CAPITAL
RESOURCES
10.1. An explanation of the sources and amounts of and a narrative description of the issuer’s cash flows;
10.2. Information
regarding
any
restrictions
on
the
use
of
capital
resources
that
have
materially
affected,
or
could
materially affect, directly or indirectly, the issuer’s operations.
11.
RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES
Where material, provide a description of the issuer’s research and development policies for each financial year for
the period covered by the historical financial information, including the amount spent on issuer-sponsored
research and development activities.
12. TREND
INFORMATION
12.1. The most significant recent trends in production, sales and inventory, and costs and selling prices since the end
of the last financial year to the date of the registration document.
12.2. Information
on
any
known
trends,
uncertainties,
demands,
commitments
or
events
that
are
reasonably
likely
to
have a material effect on the issuer’s prospects for at least the current financial year.
13. PROFIT
FORECASTS
OR
ESTIMATES
If an issuer chooses to include a profit forecast or a profit estimate the registration document must contain the
information set out in items 13.1 and 13.2:
13.1. A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.
There must be a clear distinction between assumptions about factors which the members of the administrative,
management or supervisory bodies can influence and assumptions about factors which are exclusively outside
the influence of the members of the administrative, management or supervisory bodies; the assumptions must be
readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates
underlying the forecast.
13.2. A report prepared by independent accountants or auditors stating that in the opinion of the independent
accountants or auditors the forecast or estimate has been properly compiled on the basis stated and that the
basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the
issuer.
13.3. The
profit
forecast
or
estimate
must
be
prepared
on
a
basis
comparable
with
the
historical
financial
information
13.4. If a profit forecast in a prospectus has been published which is still outstanding, then provide a statement setting
out whether or not that forecast is still correct as at the time of the registration document, and an explanation of
why such forecast is no longer valid if that is the case.
14.
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT
14.1. Names, business addresses and functions in the issuer of the following persons and an indication of the principal
activities performed by them outside that issuer where these are significant with respect to that issuer:
(a) members of the administrative, management or supervisory bodies;
(b) partners with unlimited liability, in the case of a limited partnership with a share capital;
(c) founders, if the issuer has been established for fewer than 5 years; and
(d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and
experience for the management of the issuer’s business.
The nature of any family relationship between any of those persons.
In the case of each member of the administrative, management or supervisory bodies of the issuer and of each
person mentioned in points (b) and (d) of the first subparagraph, details of that person’s relevant management
expertise and experience and the following information:

---

L 150/60
EN
Official Journal of the European Union
9.6.2012
(a) the names of all companies and partnerships of which such person has been a member of the administrative,
management or supervisory bodies or partner at any time in the previous 5 years, indicating whether or not
the individual is still a member of the administrative, management or supervisory bodies or partner. It is not
necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative,
management or supervisory bodies;
(b) any convictions in relation to fraudulent offences for at least the previous 5 years;
(c) details of any bankruptcies, receiverships or liquidations with which a person described in (a) and (d) of the
first subparagraph who was acting in the capacity of any of the positions set out in (a) and (d) of the first
subparagraph was associated for at least the previous 5 years;
(d) details of any official public incrimination and/or sanctions of such person by statutory or regulatory
authorities (including designated professional bodies) and whether such person has ever been disqualified
by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or
from acting in the management or conduct of the affairs of any issuer for at least the previous 5 years.
If there is no such information to be disclosed, a statement to that effect is to be made.
14.2. Administrative,
Management,
and
Supervisory
bodies
and
Senior
Management
conflicts
of
interests
Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 14.1, and their
private interests and or other duties must be clearly stated. In the event that there are no such conflicts, a
statement to that effect must be made.
Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which
any person referred to in item 14.1 was selected as a member of the administrative, management or supervisory
bodies or member of senior management.
15. REMUNERATION
AND
BENEFITS
In relation to the last full financial year for those persons referred to in points (a) and (d) of the first
subparagraph of item 14.1.
15.1. The
amount
of
remuneration
paid
(including
any
contingent
or
deferred
compensation),
and
benefits
in
kind
granted to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its
subsidiaries by any person.
This information must be provided on an individual basis unless individual disclosure is not required in the
issuer’s home country or when the issuer has already publicly disclosed that information.
15.2. The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar
benefits.
16. BOARD
PRACTICES
In relation to the issuer’s last completed financial year, and unless otherwise specified, with respect to those
persons referred to in point (a) of the first subparagraph of item 14.1:
16.1. Date of expiration of the current term of office, if applicable, and the period during which the person has served
in that office.
16.2. Information about members of the administrative, management or supervisory bodies’ service contracts with the
issuer or any of its subsidiaries providing for benefits upon termination of employment, or an appropriate
negative statement.
16.3. Information about the issuer’s audit committee and remuneration committee, including the names of committee
members and a summary of the terms of reference under which the committee operates.
16.4. A
statement
as
to
whether
or
not
the
issuer
complies
with
its
country’s
of
incorporation
corporate
governance
regime(s). In the event that the issuer does not comply with such a regime, a statement to that effect must be
included together with an explanation regarding why the issuer does not comply with such regime.

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/61
17. EMPLOYEES
17.1. Either the number of employees at the end of the period or the average for each financial year for the period
covered by the historical financial information up to the date of the registration document (and changes in such
numbers, if material) and, if possible and material, a breakdown of persons employed by main category of
activity and geographic location. If the issuer employs a significant number of temporary employees, include
disclosure of the number of temporary employees on average during the most recent financial year.
17.2. Shareholdings and stock options with respect to each person referred to in points (a) and (d) of the first
subparagraph of item 14.1. provide information as to their share ownership and any options over such
shares in the issuer as of the most recent practicable date.
17.3. Description of any arrangements for involving the employees in the capital of the issuer.
18. MAJOR
SHAREHOLDERS
18.1. In so far as is known to the issuer, the name of any person other than a member of the administrative,
management or supervisory bodies who, directly or indirectly, has an interest in the issuer’s capital or voting
rights which is notifiable under the issuer’s national law, together with the amount of each such person’s interest
or, if there are no such persons, an appropriate negative statement.
18.2. Whether
the
issuer’s
major
shareholders
have
different
voting
rights,
or
an
appropriate
negative
statement.
18.3. To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by
whom and describe the nature of such control and describe the measures in place to ensure that such control is
not abused.
18.4. A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result
in a change in control of the issuer.
19. RELATED
PARTY
TRANSACTIONS
‘If International Financial Reporting Standards adopted according to the Regulation (EC) No 1606/2002 do not
apply to the issuer, the following information must be disclosed for the period covered by the historical financial
information and up to the date of the registration document:
(a) The nature and extent of any transactions which are – as a single transaction or in their entirety – material to
the issuer. Where such related party transactions are not concluded at arm’s length provide an explanation of
why these transactions were not concluded at arms length. In the case of outstanding loans including
guarantees of any kind indicate the amount outstanding.
(b) The amount or the percentage to which related party transactions form part of the turnover of the issuer.’
If international Financial Reporting Standards adopted according to the Regulation (EC) No 1606/2002 apply to
the issuer, the above information must be disclosed only for the transactions occurred since the end of the last
financial period for which audited financial information have been published.
20.
FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION
AND PROFITS AND LOSSES
20.1. Historical
Financial
Information
A statement that audited historical financial information covering the latest 2 financial years (or such shorter
period that the issuer has been in operation) have been prepared according to Regulation (EC) No 1606/2002,
or, if not applicable, to a Member State national accounting standards for issuers from the European Union, and
where own and consolidated financial statements as the case may be can be obtained.
The audit report in respect of each year must be included.
For third country issuers, a statement that such financial information have been prepared and audited according
to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC)
No 1606/2002 or to a third country’s national accounting standards equivalent to these standards, and where it
can be obtained. If such financial information is not equivalent to these standards, a statement that it has been
prepared in the form of restated financial statements, and where it can be obtained.

---

L 150/62
EN
Official Journal of the European Union
9.6.2012
20.2 Auditing
of
historical
annual
financial
information
20.2.1. A statement that the historical financial information has been audited. If audit reports on the historical financial
information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such
refusal or such qualifications or disclaimers must be reproduced in full and the reasons given.
20.2.2. Indication of other information in the registration document which has been audited by the auditors.
20.2.3. Where financial data in the registration document is not extracted from the issuer’s audited financial statements
state the source of the data and state that the data is unaudited.
20.3. Age
of
latest
financial
information
20.3.1. The last year of audited financial information may not be older than one of the following:
(a) 18 months from the date of the registration document if the issuer includes audited interim financial
statements in the registration document;
(b) 15 months from the date of the registration document if the issuer includes unaudited interim financial
statements in the registration document.
20.4. Interim
and
other
financial
information
20.4.1. If the issuer has published quarterly or half yearly financial information since the date of its last audited financial
statements, a statement in that respect must be included in the registration document and where it can be
obtained. If the quarterly or half yearly financial information has been reviewed or audited, the audit or review
report must be included. If the quarterly or half yearly financial information is unaudited or has not been
reviewed state that fact.
20.5. Dividend
policy
A description of the issuer’s policy on dividend distributions and any restrictions thereon.
20.5.1. The amount of the dividend per share for each financial year for the period covered by the historical financial
information adjusted, where the number of shares in the issuer has changed, to make it comparable.
20.6. Legal
and
arbitration
proceedings
Information on any governmental, legal or arbitration proceedings (including any such proceedings which are
pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months
which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position
or profitability, or provide an appropriate negative statement.
20.7. Significant
change
in
the
issuer’s
financial
or
trading
position
A description of any significant change in the financial or trading position of the group which has occurred since
the end of the last financial period for which either audited financial information or interim financial information
have been published, or provide an appropriate negative statement.
21. ADDITIONAL
INFORMATION
21.1. Share
Capital
The following information as of the date of the most recent balance sheet included in the historical financial
information:
21.1.1. The amount of issued capital, and for each class of share capital:
(a) the number of shares authorised;
(b) the number of shares issued and fully paid and issued but not fully paid;

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/63
(c) the par value per share, or that the shares have no par value; and
(d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10 %
of capital has been paid for with assets other than cash within the period covered by the historical financial
information, state that fact.
21.1.2. If there are shares not representing capital, state the number and main characteristics of such shares.
21.1.3. The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by
subsidiaries of the issuer.
21.1.4. The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication
of the conditions governing and the procedures for conversion, exchange or subscription.
21.1.5. Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or
an undertaking to increase the capital.
21.1.6. Information about any capital of any member of the group which is under option or agreed conditionally or
unconditionally to be put under option and details of such options including those persons to whom such
options relate.
21.1.7. A history of share capital, highlighting information about any changes, for the period covered by the historical
financial information.
21.2. Memorandum
and
Articles
of
Association
21.2.1. A description of the issuer’s objects and purposes and where they can be found in the memorandum and articles
of association.
21.2.2. A summary of any provisions of the issuer’s articles of association, statutes, charter or bylaws with respect to the
members of the administrative, management and supervisory bodies.
21.2.3. A description of the rights, preferences and restrictions attaching to each class of the existing shares.
21.2.4. A description of what action is necessary to change the rights of holders of the shares, indicating where the
conditions are more significant than is required by law.
21.2.5. A description of the conditions governing the manner in which annual general meetings and extraordinary
general meetings of shareholders are called including the conditions of admission.
21.2.6. A brief description of any provision of the issuer’s articles of association, statutes, charter or bylaws that would
have an effect of delaying, deferring or preventing a change in control of the issuer.
21.2.7. An indication of the articles of association, statutes, charter or bylaw provisions, if any, governing the ownership
threshold above which shareholder ownership must be disclosed.
21.2.8. A description of the conditions imposed by the memorandum and articles of association statutes, charter or
bylaw governing changes in the capital, where such conditions are more stringent than is required by law.
22. MATERIAL
CONTRACTS
A summary of each material contract, other than contracts entered into in the ordinary course of business, to
which the issuer or any member of the group is a party, for the 2 years immediately preceding publication of the
registration document.
A summary of any other contract (not being a contract entered into in the ordinary course of business) entered
into by any member of the group which contains any provision under which any member of the group has any
obligation or entitlement which is material to the group as at the date of the registration document.

---

L 150/64
EN
Official Journal of the European Union
9.6.2012
23.
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST
23.1. Where a statement or report attributed to a person as an expert is included in the Registration Document,
provide such person’s name, business address, qualifications and material interest if any in the issuer. If the report
has been produced at the issuer’s request a statement to the effect that such statement or report is included, in
the form and context in which it is included, with the consent of the person who has authorised the contents of
that part of the Registration Document.
23.2. Where
information
has
been
sourced
from
a
third
party,
provide
a
confirmation
that
this
information
has
been
accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published
by that third party, no facts have been omitted which would render the reproduced information inaccurate or
misleading. In addition, identify the source(s) of the information.
24. DOCUMENTS
ON
DISPLAY
A statement that for the life of the registration document the following documents (or copies thereof), where
applicable, may be inspected:
(a) the memorandum and articles of association of the issuer;
(b) all reports, letters, and other documents, historical financial information, valuations and statements prepared
by any expert at the issuer’s request any part of which is included or referred to in the registration document;
(c) the historical financial information of the issuer or, in the case of a group, the historical financial information
for the issuer and its subsidiary undertakings for each of the 2 financial years preceding the publication of
the registration document.
An indication of where the documents on display may be inspected, by physical or electronic means.
25. INFORMATION
ON
HOLDINGS
Information relating to the undertakings in which the issuer holds a proportion of the capital likely to have a
significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.
26. INFORMATION
ABOUT
THE
ISSUER
OF
THE
DEPOSITARY
RECEIPTS
27. INFORMATION
ABOUT
THE
UNDERLYING
SHARES
28. INFORMATION
REGARDING
THE
DEPOSITARY
RECEIPTS
29.
INFORMATION ABOUT THE TERMS AND CONDITIONS OF THE OFFER OF THE DEPOSITARY RECEIPTS
30. ADMISSION
TO
TRADING
AND
DEALING
ARRANGEMENTS
IN
THE
DEPOSITARY
RECEIPTS
31. KEY
INFORMATION
ABOUT
THE
ISSUE
OF
THE
DEPOSITARY
RECEIPTS
32.
EXPENSE OF THE ISSUE/OFFER OF THE DEPOSITARY RECEIPTS

---

EN
9.6.2012 Official
Journal
of
the
European
Union L
150/65
ANNEX XXIX
Proportionate Schedule for Minimum Disclosure Requirements for Issues by Credit Institutions referred to in
Article 1(2)(j) of Directive 2003/71/EC
Minimum Disclosure Requirements for issues by credit institutions referred to in Article 1(2)(j) of Directive 2003/71/EC ( 1 )
1. PERSONS RESPONSIBLE
2. STATUTORY AUDITORS
3. RISK FACTORS
4. INFORMATION ABOUT THE ISSUER
5. BUSINESS OVERVIEW
6. ORGANISATIONAL STRUCTURE
7. TREND INFORMATION
8. PROFIT FORECASTS OR ESTIMATES
9. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES
10. MAJOR SHAREHOLDERS
11. FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND
PROFITS AND LOSSES
Audited historical financial information covering the last financial year (or such shorter period that the issuer has
been in operation), and the audit report. If the issuer has changed its accounting reference date during the period for
which historical financial information is required, the audited historical information shall cover at least 12 months, or
the entire period for which the issuer has been in operation, whichever is the shorter. Such financial information
must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member States national
accounting standards for issuers from the European Union.
12. MATERIAL CONTRACTS
13. THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST
14. DOCUMENTS ON DISPLAY
( 1 ) Sub-items as in Annex XI of Regulation (EC) No 809/2004, except the amendment in item 11.1 (Historical Financial Information).’

---

Document Outline

• �

---