Except as set out in DTR 1B.1.3 R, DTR 7.1 applies to an issuer:

1. (1)

   whose transferable securities are admitted to trading; and

2. (2)

   which is required to appoint a statutory auditor.

DTR 7.1 does not apply to:

1. (1)

   any issuer which is a subsidiary undertaking of a parent undertaking where the parent undertaking is subject to:3

   1. (a)

      DTR 7.16; and3

   2. (b)

      articles 11(1), 11(2) and 16(5) of the Audit Regulation;3

[Note: article 39(3)(a)3 of the Audit Directive]

1. (2)

   any issuer the sole business of which is to act as the issuer of asset-backed securities provided the entity makes a statement available to the public setting out the reasons for which it considers it is not appropriate to have either an audit committee or an administrative or supervisory body entrusted to carry out the functions of an audit committee;

[Note: article 39(3)(c)3 of the Audit Directive]

1. (3)

   a credit institution whose shares are not admitted to trading and which has, in a continuous or repeated manner, issued only debt securities which are admitted to trading3 provided that:

   1. (a)

      the total nominal amount of all such debt securities remains below 100,000,000 Euros; and

   2. (b)

      the credit institution has not been subject to a requirement to publish a prospectus in accordance with article 3 of the Prospectus Regulation8; and3

   [Note: article 39(3)(d)3 of the Audit Directive]

2. (4)

   any issuer which is:3

   1. (a)

      a UK UCITS6; or3

   2. (b)

      an AIF.3

   [Note: article 39(3)(b) of the Audit Directive]3

Except as set out in DTR 1B.1.6R and DTR 1B.1.7R5, DTR 7.2 applies to an issuer:

1. (1)

   whose transferable securities are admitted to trading; and

2. (2)

   which is a company within the meaning of section 1(1) of the Companies Act 2006.

The rules in DTR 7.2.2 R, 7.2.3R, 7.2.7R and 7.2.8AR5 do not apply to an issuer which has not issued shares which are admitted to trading unless it has issued shares which are traded on a UK MTF6.

5 DTR 7.2.8AR does not apply to an issuer which:

1. (1)

   qualifies as a small company under sections 382 to 383 of the Companies Act 2006; or

2. (2)

   qualifies as a medium company under sections 465 to 466 of the Companies Act 2006,

in relation to the financial year to which the corporate governance statement relates.

[Note: article 20(5) of the Accounting Directive]

7 DTR 7.3 applies to an issuer:

1. (1)

   any shares of which:

   1. (a)

      carry rights to vote at general meetings; and

   2. (b)

      are admitted to trading; and

2. (2)

   which is a company within the meaning of section 1(1) of the Companies Act 2006.

[Note: article 1(1) of the Shareholder Rights Directive]

The rules and guidance provisions in DTR 1A.2 are deemed to apply to corporate governance rules as they apply to transparency rules.