Related provisions for CASS 1.5.3

41 - 59 of 59 items.

COND 2.4.4G31/12/2006

(1) When assessing whether a firm will satisfy and continue to satisfy threshold condition 4, the FSA will have regard to all relevant matters, whether arising in the United Kingdom or elsewhere.(2) Relevant matters may include but are not limited to:(a) whether there are any indications that the firm may have difficulties if the application is granted (see COND 2.4.6 G), at the time of the grant or in the future, in complying with any of the FSA'sprudential rules (see the relevant

LR 3.3.6R01/07/2005

An applicant must keep copies of the following for six years after the admission to listing:(1) any agreement to acquire any assets, business or shares in consideration for or in relation to which the company's securities are being issued;(2) any letter, report, valuation, contract or other documents referred to in the prospectus, listing particulars, circular or other document issued in connection with those securities;(3) the applicant'sconstitution as at the date of admission;(4)

REC 2.17.2UK01/08/2004

Schedule to the Recognition Requirements Regulations, Part II

Paragraph 10 (Default rules in respect of market contracts)
(1)	The [UK RIE] must havedefault ruleswhich, in the event of amemberof the [UK RIE] being or appearing to be unable to meet his obligations in respect of one or moremarket contracts, enable action to be taken in respect of unsettledmarket contractsto which he is party.
(2)	The [default rules] may authorise the taking of the same or similar action in relation to amemberwho appears to be likely to become unable to meet his obligations in respect of one or moremarket contracts.
(3)	The [default rules] must enable action to be taken in respect of all unsettledmarket contracts, other than those entered into by [anRCH] for the purposes of or in connection with the provision of clearing services for the [UK RIE].
Paragraph 11 (Content of rules)
(1)	This paragraph applies as regards contracts falling within section 155(2)(a) of the Companies Act [1989].
(2)	The [default rules] must provide -
	(a)	for all rights and liabilities between those party as principal to unsettledmarket contractsto which the defaulter is party as principal to be discharged and for there to be paid by one party to the other such sum of money (if any) as may be determined in accordance with the [default rules];
	(b)	for the sums so payable in respect of different contracts between the same parties to be aggregated or set off so as to produce a net sum; and
	(c)	for the certification by or on behalf of the [UK RIE] of the net sum payable or, as the case may be, of the fact that no sum is payable.
(3)	The reference in sub-paragraph (2) to rights and liabilities between those party as principal to unsettledmarket contractsdoes not include rights and liabilities -
	(a)	in respect of margin; or
	(b)	arising out of a failure to perform amarket contract.
(4)	The [default rules] may make the same or similar provision, in relation to [designated non-members] designated in accordance with the procedures mentioned in sub-paragraph (5), as in relation tomembersof the [UK RIE].
(5)	If such provision is made as is mentioned in sub-paragraph (4), the [UK RIE] must have adequate procedures -
	(a)	for designating thepersons, or descriptions of person, in respect of whom action may be taken;
	(b)	for keeping under review the question whichpersonsor descriptions of person should be or remain so designated; and
	(c)	for withdrawing such designation.
(6)	The procedures must be designed to secure that -
	(a)	apersonis not, or does not remain, designated if failure by him to meet his obligations in respect of one or moremarket contractswould be unlikely adversely to affect the operation of the market; and
	(b)	a description of persons is not, or does not remain, designated if failure by apersonof that description to meet his obligations in respect of one or moremarket contractswould be unlikely adversely to affect the operation of the market.
(7)	The [UK RIE] must have adequate arrangements -
	(a)	for bringing a designation or withdrawal of designation to the attention of thepersonor description of persons concerned; and
	(b)	where a description ofpersonsis designated, or the designation of a description of persons is withdrawn, for ascertaining whichpersonsfall within that description.
Paragraph 12 (Content of rules)
(1)	This paragraph applies as regards contracts falling within section 155(2)(b) of the Companies Act [1989].
(2)	The [default rules] must provide -
	(a)	for all rights and liabilities of the defaulter under or in respect of unsettledmarket contractsto be discharged and for there to be paid by or to the defaulter such sum of money (if any) as may be determined in accordance with the [default rules];
	(b)	for the sums so payable by or to the defaulter in respect of different contracts to be aggregated or set off so as to produce a net sum;
	(c)	for that sum -
		(i)	if payable by the defaulter to the [UK RIE], to be set off against any property provided by or on behalf of the defaulter as cover for margin (or the proceeds of realisation of such property) so as to produce a further net sum;
		(ii)	if payable by the [UK RIE] to the defaulter, to be aggregated with any property provided by or on behalf of the defaulter as cover for margin (or the proceeds of realisation of such property); and
	(d)	for the certification by or on behalf of the [UK RIE] of the sum finally payable or, as the case may be, of the fact that no sum is payable.
(3)	The reference in sub-paragraph (2) to the rights and liabilities of a defaulter under or in respect of an unsettledmarket contractincludes (without prejudice to the generality of that provision) rights and liabilities arising in consequence of action taken under provisions of the [default rules] authorising -
	(a)	the effecting by the [UK RIE] of corresponding contracts in relation to unsettledmarket contractsto which the defaulter is party;
	(b)	the transfer of the defaulter's position under an unsettledmarket contractto anothermemberof the [UK RIE];
	(c)	the exercise by theUK RIEof anyoptiongranted by an unsettledmarket contract.
(4)	A "corresponding contract" means a contract on the same terms (except as to price or premium) as themarket contractbut under which thepersonwho is the buyer under themarket contractagrees to sell and thepersonwho is the seller under themarket contractagrees to buy.
(5)	Sub-paragraph (4) applies with any necessary modifications in relation to amarket contractwhich is not an agreement to sell.
(6)	The reference in sub-paragraph (2) to the rights and liabilities of a defaulter under or in respect of an unsettledmarket contractdoes not include, where he acts as agent, rights or liabilities of his arising out of the relationship of principal and agent.
Paragraph 13 (Notification to other parties affected)
The [UK RIE] must have adequate arrangements for ensuring that -
	(a)	in the case of unsettledmarket contractswith a defaulter acting as principal, parties to the contract are notified as soon as reasonably practicable of the default and of any decision taken under the [default rules] in relation to contracts to which they are a party; and
	(b)	in the case of unsettledmarket contractswith a defaulter acting as agent, parties to the contract and the defaulter's principals are notified as soon as reasonably practicable of the default and of the identity of the other parties to the contract.
Paragraph 14 (Cooperation with other authorities)
The [UK RIE] must be able and willing to cooperate, by the sharing of information and otherwise, with the Secretary of State, anyrelevant office-holderand any other authority or body having responsibility for any matter arising out of, or connected with, the default of amemberof the [UK RIE] or any [designated non-member].
Paragraph 15 (Margin)
(1)	Where the [UK RIE] provides clearing services, the [default rules] of the [UK RIE] must provide that in the event of a default, margin provided by the defaulter for his own account is not to be applied to meet a shortfall on aclientaccount.
(2)	This paragraph is without prejudice to the requirements of anyrulesrelating to clients' money made by the [FSA] under sections 138 and 139 of theAct.1

REC 3.18.1G21/06/2001

(1) The purpose of REC 3.18 is to enable the FSA to monitor changes in the types of member admitted by UK recognised bodies and to ensure that the FSA has notice of foreign jurisdictions in which the members of UK recognised bodies are based. UK recognised bodies may admit persons who are not authorised persons or persons who are not located in the United Kingdom, provided that the recognition requirements continue to be met.(2) REC 3.18.2 R focuses on the admission of persons

SUP 12.5.2G06/04/2005

(1) Regulations 3(1) to (3B) of the Appointed Representatives Regulations makes it a requirement that the contract between the firm and the appointed representative (unless it prohibits the appointed representative from representing other counterparties) contains a provision enabling the firm to:4(a) impose such a prohibition; or(b) impose restrictions as to the other counterparties which the appointed representative may represent, or as to the types of investment in relation

LR 9.8.4R01/07/2005

The annual report and accounts must include, where applicable, the following:(1) a statement of the amount of interest capitalised by the group during the period under review with an indication of the amount and treatment of any related tax relief;(2) any information required by LR 9.2.18 R (Publication of unaudited financial information);(3) details of any small related party transaction as required by LR 11.1.10R (2)(c);(4) details of any long-term incentive schemes as required

PR 2.3.1EU01/07/2005

Articles 3 to 23 of the PD Regulation provide for the minimum information to be included in a prospectus:

Note: the Annexes (including schedules and building blocks) referred to in these articles are set out for information in PR App 3.

Article 3

Minimum information to be included in a prospectus

A prospectus shall be drawn up by using one or a combination of the following schedules and building blocks set out in Articles 4 to 20, according to the combinations for various types of securities provided for in Article 21.

A prospectus shall contain the information items required in Annexes I to XVII depending on the type of issuer and securities involved, provided for in the schedules and building blocks set out in Articles 4 to 20. A competent authority shall not request that a prospectus contains information items which are not included in Annexes I to XVII.

In order to ensure conformity with the obligation referred to in [section 87A(2) of the Act], the [FSA], when approving a prospectus in accordance with [section 87A of the Act], may require that the information provided by the issuer, the offeror or the person asking for admission to trading on a regulated market be completed, for each of the information items, on a case by case basis.

Article 4 Share registration document schedule
1.	For the share registration document information shall be given in accordance with the schedule set out in Annex I.
2.	The schedule set out in paragraph 1 shall apply to the following:
	(1)	shares and other transferable securities equivalent to shares;
	(2)	other securities which comply with the following conditions:
		(a)	they can be converted or exchanged into shares or other transferable securities equivalent to shares, at the issuer’s or at the investor’s discretion, or on the basis of the conditions established at the moment of the issue, or give, in any other way, the possibility to acquire shares or other transferable securities equivalent to shares, and
		(b)	provided that these shares or other transferable securities equivalent to shares are or will be issued by the issuer of the security and are not yet traded on a regulated market or an equivalent market outside the Community at the time of the approval of the prospectus covering the securities, and that the underlying shares or other transferable securities equivalent to shares can be delivered with physical settlement.

Recital 9

Pro forma financial information is needed in case of significant gross change, i. e. a variation of more than 25% relative to one or more indicators of the size of the issuer's business, in the situation of an issuer due to a particular transaction, with the exception of those situations where merger accounting is required.

Article 5

Pro-forma financial information building block

For pro-forma financial information, information shall be given in accordance with the building block set out in Annex II.

Pro forma financial information should be preceded by an introductory explanatory paragraph that states in clear terms the purpose of including this information in the prospectus.

Article 6

Share securities note schedule

For the share securities note information is necessary to be given in accordance with the schedule set out in Annex III.

The schedule shall apply to shares and other transferable securities equivalent to shares

Article 7

Debt and derivative securities registration document schedule for securities with a denomination per unit of less than EUR 50 000

For the debt and derivative securities registration document concerning securities which are not covered in Article 4 with a denomination per unit of less than EUR 50 000or, where there is no individual denomination, securities that can only be acquired on issue for less than EUR 50 000per security, information shall be given in accordance with the schedule set out in Annex IV.

Article 8

Securities note schedule for debt securities with a denomination per unit of less than EUR 50 000

For the securities note for debt securities with a denomination per unit of less than EUR 50 000information shall be given in accordance with the schedule set out in Annex V.

The schedule shall apply to debt where the issuer has an obligation arising on issue to pay the investor 100% of the nominal value in addition to which there may be also an interest payment.

Article 9

Guarantees building block

For guarantees information shall be given in accordance with the building block set out in Annex VI.

Article 10

Asset backed securities registration document schedule

For the asset backed securities registration document information shall be given in accordance with the schedule set out in Annex VII.

Article 11

Asset backed securities building block

For the additional information building block to the securities note for asset backed securities information shall be given in accordance with the building block set out in Annex VIII.

Article 12

Debt and derivative securities registration document schedule for securities with a denomination per unit of at least EUR 50 000

For the debt and derivative securities registration document concerning securities which are not covered in Article 4 with a denomination per unit of at least EUR 50 000or, where there is no individual denomination, securities that can only be acquired on issue for at least EUR 50 000per security, information shall be given in accordance with the schedule set out in Annex IX.

Article 13

Depository receipts schedule

For depository receipts issued over shares information shall be given in accordance with the schedule set out in Annex X.

Article 14 Banks registration document schedule
1.	For the banks registration document for debt and derivative securities and those securities which are not covered by article 4 information shall be given in accordance with the schedule set out in Annex XI.
2.	The schedule set out in paragraph 1 shall apply to credit institutions as defined in point (a) of Article 1(1) of Directive 2000/12/EC as well as to third country credit institutions which do not fall under that definition but have their registered office in a state which is a member of the OECD.
	These entities may also use alternatively the registration document schedules provided for under in Articles 7 and 12.

Article 15

Securities note schedule for derivative securities

For the securities note for derivative securities information shall be given in accordance with the schedule set out in Annex XII.

The schedule shall apply to securities which are not in the scope of application of the other securities note schedules referred to in Articles 6, 8 and 16, including certain securities where the payment and/or delivery obligations are linked to an underlying.

Article 16

Securities note schedule for debt securities with a denomination per unit

of at least EUR 50,000

For the securities note for debt securities with a denomination per unit of at least EUR 50 000information shall be given in accordance with the schedule set out in Annex XIII.

The schedule shall apply to debt where the issuer has an obligation arising on issue to pay the investor 100% of the nominal value in addition to which there may be also an interest payment.

Article 17 Additional information building block on the underlying share
1.	For the additional information on the underlying share, the description of the underlying share shall be given in accordance with the building block set out in Annex XIV.
	In addition, if the issuer of the underlying share is an entity belonging to the same group, the information required by the schedule referred to in Article 4 shall be given in respect of that issuer.
2.	The additional information referred to in the first subparagraph of paragraph 1 shall only apply to those securities which comply with both of the following conditions:
	(1)	they can be converted or exchanged into shares or other transferable securities equivalent to shares, at the issuer’s or at the investor’s discretion, or on the basis of the conditions established at the moment of the issue or give, in any other way, the possibility to acquire shares or other transferable securities equivalent to shares; and
	(2)	provided that these shares or other transferable securities equivalent to shares are or will be issued by the issuer of the security or by an entity belonging to the group of that issuer and are not yet traded on a regulated market or an equivalent market outside the Community at the time of the approval of the prospectus covering the securities, and that the underlying shares or other transferable securities equivalent to shares can be delivered with physical settlement.

Article 18 Registration document schedule for collective investment undertakings of the closed-end type
1.	In addition to the information required pursuant to items 1, 2, 3, 4, 5.1, 7, 9.1, 9.2.1, 9.2.3, 10.4, 13, 14, 15, 16, 17.2, 18, 19, 20, 21, 22, 23, 24, 25 of Annex I, for the registration document for securities issued by collective investment undertakings of the closed-end type information shall be given in accordance with the schedule set out in Annex XV.
2.	The schedule shall apply to collective investment undertakings of the closed-end type holding a portfolio of assets on behalf of investors that:
	(1)	are recognised by national law in the Member State in which it is incorporated as a collective investment undertaking of the closed end type; or
	(2)	do not take or seek to take legal or management control of any of the issuers of its underlying investments. In such a case, legal control and/or participation in the administrative, management or supervisory bodies of the underlying issuer(s) may be taken where such action is incidental to the primary investment objective, necessary for the protection of shareholders and only in circumstances where the collective investment undertaking will not exercise significant management control over the operations of that underlying issuer(s).

Article 19

Registration document schedule for Member States, third countries and their regional and local authorities

For the registration document for securities issued by Member States, third countries and their regional and local authorities information shall be given in accordance with the schedule set out in Annex XVI.

The schedule shall apply to all types of securities issued by Member States, third countries and their regional and local authorities.

Article 20 Registration document schedule for public international bodies and for issuers of debt securities guaranteed by a member state of the OECD
1.	For the registration document for securities issued by public international bodies and for securities unconditionally and irrevocably guaranteed, on the basis of national legislation, by a state which is a member of the OECD information shall be given in accordance with the schedule set out in Annex XVII.
2.	The schedule shall apply to:
	- all types of securities issued by public international bodies; - to debt securities unconditionally and irrevocably guaranteed, on the basis of national legislation, by a state which is a member of the OECD.

Article 21 Combination of schedules and building blocks
1.	The use of the combinations provided for in the table set out in Annex XVIII shall be mandatory when drawing up prospectuses for the types of securities to which those combinations correspond according to this table. However, for securities not covered by those combinations further combinations may be used.
2.	The most comprehensive and stringent registration document schedule, i.e. the most demanding schedule in term of number of information items and the extent of the information included in them, may always be used to issue securities for which a less comprehensive and stringent registration document schedule is provided for, according to the following ranking of schedules:
	(1)	share registration document schedule;
	(2)	debt and derivative securities registration document schedule for securities with a denomination per unit of less than EUR 50 000;
	(3)	debt and derivative securities registration document schedule for securities with a denomination per unit at least EUR 50 000.

Article 22 Minimum information to be included in a base prospectus and its related final terms
1.	A base prospectus shall be drawn up by using one or a combination of schedules and building blocks provided for in Articles 4 to 20 according to the combinations for various types of securities set out in Annex XVIII.
	A base prospectus shall contain the information items required in Annexes I to XVII depending on the type of issuer and securities involved, provided for in the schedules and building blocks set out in Articles 4 to 20. A competent authority shall not request that a base prospectus contains information items which are not included in Annexes I to XVII.
	In order to ensure conformity with the obligation referred to in [section 87A(2) of the Act], the [FSA], when approving a base prospectus in accordance with [section 87A of the Act], may require that the information provided by the issuer, the offeror or the person asking for admission to trading on a regulated market be completed, for each of the information items, on a case by case basis.
2.	The issuer, the offeror or the person asking for admission to trading on a regulated market may omit information items which are not known when the base prospectus is approved and which can only be determined at the time of the individual issue.
3.	The use of the combinations provided for in the table in Annex XVIII shall be mandatory when drawing up base prospectuses for the types of securities to which those combinations correspond according to this table. However, for securities not covered by those combinations further combinations may be used.
4.	The final terms attached to a base prospectus shall only contain the information items from the various securities note schedules according to which the base prospectus is drawn up.
5.	In addition to the information items set out in the schedules and building blocks referred to in Articles 4 to 20 the following information shall be included in a base prospectus:
	(1)	indication on the information that will be included in the final terms;
	(2)	the method of publication of the final terms; if the issuer is not in a position to determine, at the time of the approval of the prospectus, the method of publication of the final terms, an indication of how the public will be informed about which method will be used for the publication of the final terms;
	(3)	in the case of issues of non equity securities according to [PR 2.2.7R (1)], a general description of the programme.
6.	Only the following categories of securities may be contained in a base prospectus and its related final terms covering issues of various types of securities:
	(1)	asset backed securities;
	(2)	warrants falling under Article 17;
	(3)	non-equity securities provided for under [PR 2.2.7R (2)];
	(4)	all other non-equity securities including warrants with the exception of those mentioned in point (2).
	In drawing up a base prospectus the issuer, the offeror or the person asking for admission to trading on a regulated market shall clearly segregate the specific information on each of the different securities included in these categories.
7.	Where an event envisaged under [section 87G(1) of the Act (Supplementary prospectus)] occurs between the time that the base prospectus has been approved and the final closing of the offer of each issue of securities under the base prospectus or, as the case may be, the time that trading on a regulated market of those securities begins, the issuer, the offeror or the person asking for admission to trading on a regulated market shall publish a supplement prior to the final closing of the offer or the admission of those securities to trading.

Article 23 Adaptations to the minimum information given in prospectuses and base prospectuses
1.	Notwithstanding Articles 3 second paragraph and 22(1) second subparagraph, where the issuer’s activities fall under one of the categories included in Annex XIX, the [FSA], taking into consideration the specific nature of the activities involved, may ask for adapted information, in addition to the information items included in the schedules and building blocks set out in 4 to 20, including, where appropriate, a valuation or other expert’s report on the assets of the issuer, in order to comply with the obligation referred to in [sections 87A(2),(3) and (4) of the Act]. The [FSA] shall forthwith inform the Commission thereof.
	In order to obtain the inclusion of a new category in Annex XIX a Member State shall notify its request to the Commission. The Commission shall update this list following the Committee procedure provided for in Article 24 of [the prospectus directive].
2.	By way of derogation of Articles 3 to 22, where an issuer, an offeror or a person asking for admission to trading on a regulated market applies for approval of a prospectus or a base prospectus for a security which is not the same but comparable to the various types of securities mentioned in the table of combinations set out in Annex XVIII, the issuer, the offeror or the person asking for admission to trading on a regulated market shall add the relevant information items from another securities note schedule provided for in Articles 4 to 20 to the main securities note schedule chosen. This addition shall be done in accordance with the main characteristics of the securities being offered to the public or admitted to trading on a regulated market.
3.	By way of derogation of Articles 3 to 22, where an issuer, an offeror or a person asking for admission to trading on a regulated market applies for approval of a prospectus or a base prospectus for a new type of security, the issuer, the offeror or the person asking for admission to trading on a regulated market shall notify a draft prospectus or base prospectus to the [FSA].
	The [FSA] shall decide, in consultation with the issuer, the offeror or the person asking for admission to trading on a regulated market, what information shall be included in the prospectus or base prospectus in order to comply with the obligation referred to in [sections 87A(2),(3) and (4) of the Act]. The [FSA] shall forthwith inform the Commission thereof.
	The derogation referred to in the first subparagraph shall only apply in case of a new type of security which has features completely different from the various types of securities mentioned in Annex XVIII, if the characteristics of this new security are such that a combination of the different information items referred to in the schedules and building blocks provided for in Articles 4 to 20 is not pertinent.
4.	By way of derogation of Articles 3 to 22, in the cases where one of the information items required in one of the schedules or building blocks referred to in 4 to 20 or equivalent information is not pertinent to the issuer, to the offer or to the securities to which the prospectus relates, that information may be omitted.

REC 5.2.14G21/06/2001

Information and supporting documentation (see REC 5.2.4 G).

(1)	Details of the applicant's constitution, structure and ownership, including its memorandum and articles of association (or similar or analogous documents ) and any agreements between the applicant, its owners or other persons relating to its constitution or governance.
(2)	Details of all business to be conducted by the applicant, whether or not a regulated activity.
(3)	Details of the facilities which the applicant plans to operate, including details of the trading platform, settlement arrangements, clearing services and custody services which it plans to supply.
(4)	Copies of the last three annual reports and accounts and, for the current financial year, quarterly management accounts.
(5)	Details of its business plan for the first three years of operation as a UK recognised body.
(6)	A full organisation chart and a list of the posts to be held by key individuals (with details of the duties and responsibilities) and the names of the persons proposed for these appointments when these names are available.
(7)	Details of its auditors, bankers, solicitors and any persons providing corporate finance advice or similar services (such as reporting accountants) to the applicant.
(8)	Details of any relevant functions to be outsourced or delegated, with copies of relevant agreements.
(9)	Details of information technology systems and of arrangements for their supply, management, maintenance and upgrading, and security.
(10)	Details of all plans to minimise disruption to operation of its facilities in the event of the failure of its information technology systems.
(11)	Details of internal systems for financial control, arrangements for risk management and insurance arrangements to cover operational and other risks.
(12)	Details of its arrangements for managing any counterparty risks, including details of margining systems, guarantee funds and insurance arrangements.
(13)	Details of internal arrangements to safeguard confidential or privileged information and for handling conflicts of interest.
(14)	Details of arrangements for complying with the notification rules and other requirements to supply information to the FSA.
(15)	Details of the arrangements to be made for monitoring and enforcing compliance with its rules and with its clearing, settlement and default arrangements.
(16)	A summary of the legal due diligence carried out in relation to ascertaining the enforceability of its rules (including default rules)and arrangements for margin against any of its members based outside the United Kingdom, and the results and conclusions reached.
(17)	Details of the procedures to be followed for declaring a member in default, and for taking action after that event to close out positions, protect the interests of other members and enforce its default rules.
(18)	Details of membership selection criteria, rules and procedures.
(19)	Details of arrangements for recording transactions effected by, or cleared through, its facilities.
(20)	Details of arrangements for detecting financial crime and market abuse , including arrangements for complying with money laundering law.
(21)	Details of criteria, rules and arrangements for selecting specified investments to be admitted to trading on (or cleared by) an RIE, or to be cleared by an RCH and, where relevant, details of how information regarding specified investments will be disseminated to users of its facilities.
(22)	Details of arrangements for cooperating with the FSA and other appropriate authorities, including draft memoranda of understanding or letters.
(23)	Details of the procedures and arrangements for making and amending rules, including arrangements for consulting on rule changes.
(24)	Details of disciplinary and appeal procedures, and of the arrangements for investigating complaints.

SUP 18.1.5G21/06/2001

In the opinion of the FSA, a novation or a number of novations would constitutean insurance business transfer only if their number or value were such that the novation was to be regarded as a transfer of part of the business. A novation is an agreement between the policyholder and two insurers whereby a contract with one insurer is replaced by a contract with the other. In the opinion of the FSA, where an insurer agrees to meet the liabilities (this may include undertaking the

SUP 7.3.1G21/06/2001

The FSA expects to maintain a close working relationship with certain types of firm and expects that routine supervisory matters arising can be resolved during the normal course of this relationship by, for example, issuing individual guidance where appropriate (see SUP 9.3). However, the FSA may seek to vary a firm's Part IV permission:(1) in circumstances where it considers it appropriate for the firm to be subject to a formal requirement, breach of which could attract enforcement

LR App 1.1.101/11/2006

1Note: The following definitions relevant to the listing rules are extracted from the Glossary.

Act	The Financial Services and Markets Act 2000.
admission or admission to listing	admission of securities to the official list .
admission to trading	admission of securities to trading on an RIE's market for listed securities.
advertisement	(as defined in the PD Regulation) announcements:
	(a)	relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and
	(b)	aiming to specifically promote the potential subscription or acquisition of securities.
applicant	an issuer which is applying for admission of securities.
asset backed security	(as defined in the PD Regulation) securities which:
	(1)	represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable there under; or
	(2)	are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets.
associate	in relation to a director, substantial shareholder, 50/50 joint venture partner or person exercising significant influence, who is an individual:
	(1)	that individual's spouse , civil partner 2or child (together "the individual's family");
	(2)	the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are related parties;
	(3)	any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (b) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters.
	For the purpose of paragraph (3), if more than one director of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those directors and their associates will be aggregated when determining whether that company is an associate of the director.
	in relation to a substantial shareholder, 50/50 joint venture partner or person exercising significant influence, which is a company:
	(1)	any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;
	(2)	any company whose directors are accustomed to act in accordance with the substantial shareholder's, 50/50 joint venture partner's or person exercising significant influence's directions or instructions.
authorised person	(in accordance with section 31 of the Act (Authorised persons)) one of the following:
	(a)	a person who has a Part IV permission to carry on one or more regulated activities;
	(b)	an incoming EEA firm;
	(c)	an incoming Treaty firm;
	(d)	a UCITS qualifier;
	(e)	an ICVC;
	(f)	the Society of Lloyd's.
authorised property unit trust	a unit trust scheme authorised by the FSA and which is a property scheme or an umbrella scheme each separate part of which would qualify as a property scheme if it were a separate authorised unit trust scheme.
bank	(a)	a firm with a Part IV permission which includes accepting deposits, and: (i) which is a credit institution; or (ii) whosePart IV permission includes a requirement that it comply with IPRU(BANK); but which is not a building society, a friendly society or a credit union;
	(b)	an EEA bank which is a full credit institution.
base prospectus	a base prospectus referred to in PR 2.2.7 R
book value of property	(in relation to a property company) the value of a property (which is not classified as a net current asset) before the deduction of mortgages or borrowings as shown in the company's latest annual report and accounts.
break fee	a fee payable by a listed company if certain specified events occur which have the effect of materially impeding a transaction or causing the transaction to fail.
building block	(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up.
business day	(1)	(in relation to anything done or to be done in (including to be submitted to a place in) any part of the United Kingdom), any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in that part of the United Kingdom;
	(2)	(in relation to anything done or to be done by reference to a market outside the United Kingdom) any day on which that market is normally open for business.
Buy-back and Stabilisation Regulation	Commission Regulation (EC) of 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003).
CARD	Consolidated Admissions and Reporting Directive.
certificate representing certain securities	the investment specified in article 80 of the Regulated Activities Order (Certificates representing certain securities), which is in summary: a certificate or other instrument which confers contractual or property rights (other than rights consisting of options):
	(a)	in respect of any share, debenture, government and public security or warrant) held by a person other than the person on whom the rights are conferred by the certificate or instrument; and
	(b)	the transfer of which may be effected without requiring the consent of that person;
	but excluding any certificate or other instrument which confers rights in respect of two or more investments issued by different persons or in respect of two or more different government and public securities issued by the same person.
certificate representing debt securities	a certificate representing certain securities where the certificate or other instrument confers rights in respect of debentures or government and public securities.
certificate representing equity securities	a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity securities.
certificate representing shares	a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity shares.
CESR recommendations	the recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses no 809/2004 published by the Committee of European Securities Regulators.
charge	(in relation to securitised derivatives) means any payment identified under the terms and conditions of the securitised derivatives.
Chinese wall	an arrangement that requires information held by a person in the course of carrying on one part of its business to be withheld from, or not to be used for, persons with or for whom it acts in the course of carrying on another part of its business.
circular	any document issued to holders of listed securities including notices of meetings but excluding prospectuses, listing particulars, annual reports and accounts, interim reports, proxy cards and dividend or interest vouchers.
class	securities the rights attaching to which are or will be identical and which form a single issue or issues.
class 1 acquisition	a class 1 transaction that involves an acquisition by the relevant listed company or its subsidiary undertaking.
class 1 circular	a circular relating to a class 1 transaction.
class 1 disposal	a class 1 transaction that consists of a disposal by the relevant listed company or its subsidiary undertaking.
class 1 transaction	a transaction classified as a class 1 transaction under LR 10.
class 2 transaction	a transaction classified as a class 2 transaction under LR 10 .
class 3 transaction	a transaction classified as a class 3 transaction under LR 10.
class tests	the tests set out in LR 10 Ann 1(and for certain specialist companies, those tests as modified or added to by LR 10.7), which are used to determine how a transaction is to be classified for the purposes of the listing rules.
closed-ended	(in relation to investment entities) an investment company which is not an open-ended investment company.
close period	as defined in paragraph 1(a) of the Model Code.
COB	the Conduct of Business Sourcebook.
3Combined Code	in relation to an issuer:
	3(1)	in respect of a reporting period commencing on or after 1 November 2006the Combined Code on Corporate Governance published in June 2006 by the Financial Reporting Council; or
	3(2)	in respect of a reporting period commencing before 1 November 2006, the Combined Code on Corporate Governance published in July 2003by the Financial Reporting Council.
company	any body corporate.
competent authority	(in relation to the functions referred to in Part VI of the Act):
	(a)	the authority designated under Schedule 8 to the Act (transfer of functions under Part VI (Official listing)) as responsible for performing those functions under the Act; for the time being the FSA in its capacity as such; or
	(b)	an authority exercising functions corresponding to those functions under the laws of another EEA State.
connected client	in relation to a sponsor or securities house, any client of the sponsor or securities house who is:
	(a)	a partner, director, employee or controller (as defined in section 422 of the Act) of the sponsor or securities house or of an undertaking described in paragraph (d);
	(b)	the spouse , civil partner 2or child of any individual described in paragraph (a);
	(c)	a person in his capacity as trustee of a private trust (other than a pension scheme or an employees' share scheme) the beneficiaries of which include any person described in paragraph (a) or (b); or
	(d)	an undertaking which in relation to the sponsor or securities house is a group undertaking.
connected person	as defined in section 96B(2) of the Act.
Consolidated Admissions and Reporting Directive	Directive of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities (No 2001/34/EC).
constitution	memorandum and articles of association or equivalent constitutional document.
contingent liability investment	a derivative under the terms of which the client will or may be liable to make further payments (other than charges, and whether or not secured by margin) when the transaction falls to be completed or upon the earlier closing out of his position.
contract of significance	a contract which represents in amount or value (or annual amount or value) a sum equal to 1% or more, calculated on a group basis where relevant, of:
	(1)	in the case of a capital transaction or a transaction of which the principal purpose or effect is the granting of credit, the aggregate of the group's share capital and reserves; or
	(2)	in other cases, the total annual purchases, sales, payments or receipts, as the case may be, of the group.
convertible securities	a security which is:
	(1)	convertible into, or exchangeable for, other securities; or
	(2)	accompanied by a warrant or option to subscribe for or purchase other securities.
deal	a dealing transaction;
dealing	(in accordance with paragraph 2 of Schedule 2 to the Act (Regulated activities)) buying, selling, subscribing for or underwriting investments or offering or agreeing to do so, either as principal or as agent, including, in the case of an investment which is a contract of insurance, carrying out the contract.
debt security	debentures, debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness.
DEC	the Decision making manual.
depositary	a person that issues certificates representing certain securities that have been admitted to listing or are the subject of an application for admission to listing.
designated professional body	a professional body designated by the Treasury under section 326 of the Act (Designation of professional bodies) for the purposes of Part XX of the Act (Provision of Financial Services by Members of the Professions); as at 21 June 2001 the following professional bodies have been designated in the Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001 (SI 2001/1226): (a) The Law Society (England and Wales); (b) The Law Society of Scotland; (c) The Law Society of Northern Ireland; (d) The Institute of Chartered Accountants in England and Wales; (e) The Institute of Chartered Accountants of Scotland; (f) The Institute of Chartered Accountants in Ireland; (g) The Association of Chartered Certified Accountants; (h) The Institute of Actuaries.
director	(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties.
disclosure rules and transparency rules	(in accordance with section73A(3) of the Act) rules relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made.
document	any piece of recorded information, including (in accordance with section 417(1) of the Act (Interpretation)) information recorded in any form; in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form.
document viewing facility	a location identified on the FSA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility.
DTR	the sourcebook containing the disclosure rules and transparency rules.
EEA State	(in accordance with paragraph 8 of Schedule 3 to the Act (EEA Passport Rights)) a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; as at 1 May 2004, the following are the EEA States: Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom.
employee	an individual:
	(a)	who is employed or appointed by a person in connection with that person's business, whether under a contract of service or for services or otherwise; or
	(b)	whose services, under an arrangement between that person and a third party, are placed at the disposal and under the control of that person;
	but excluding an appointed representative of that person.
employees' share scheme	has the same meaning as in section 743 of the Companies Act 1985.
ENF	the Enforcement manual.
equity security	equity shares and securities convertible into equity shares.
equity share capital	(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.
exercise notice	(in relation to securitised derivatives), a document that notifies the issuer of a holder's intention to exercise its rights under the securitised derivative.
exercise price	(in relation to securitised derivatives), the price stipulated by the issuer at which the holder can buy or sell the underlying instrument from or to the issuer.
exercise time	(in relation to securitised derivatives), the time stipulated by the issuer by which the holder must exercise their rights.
expiration date	(in relation to securitised derivatives), the date stipulated by the issuer on which the holder's rights in respect of the securitised derivative ends.
extraction	(in relation to mineral companies), includes mining, quarrying or similar activities and the reworking of mine tailings or waste dumps.
FSA	the Financial Services Authority.
final terms	the document containing the final terms of each issue which is intended to be listed.
financial information table	financial information presented in a tabular form that covers the reporting period set out in in relation to the entities set out in , and to the extent relevant LR 13.5.15R and LR 13.5.16R.
50/50 joint venture	a joint venture where the two parties to the joint venture have a deadlocked interest in the joint venture.
50/50 joint venture partner	a party to a 50/50 joint venture with a listed company or its subsidiary undertaking.
group	(1)	except in LR 6.1.19 R, an issuer and its subsidiary undertakings (if any); and
	(2)	in LR 6.1.19 R, as defined in section 421 of the Act.
guarantee	(in relation to securitised derivatives), either:
	(1)	a guarantee given in accordance with LR 19.2.2R(3)(if any); or
	(2)	any other guarantee of the issue of securitised derivatives.
guidance	guidance given by the FSA under the Act.
Handbook	the FSA's Handbook of rules and guidance.
Home Member State or Home State	(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive.
Host Member State or Host State	(as defined in Article 2.1(n) of the prospectus directive) the State where an offer to the public is made or admission to trading is sought, when different from the home Member State.
IAS	International Accounting Standards.
inside information	as defined in section 118C of the Act.
insider list	a list of persons with access to inside information as required by DTR 2.8.1 R.
intermediaries offer	a marketing of securities already or not yet in issue, by means of an offer by, or on behalf of, the issuer to intermediaries for them to allocate to their own clients.
International Accounting Standards	international accounting standards within the meaning of EC Regulation No 1606/2002 of the European Parliament and of the Council of 19 July 2002 as adopted from time to time by the European Commission in accordance with that Regulation.
in the money	(in relation to securitised derivatives):
	(a)	where the holder has the right to buy the underlying instrument or instruments from the issuer, when the settlement price is greater than the exercise price; or
	(b)	where the holder has the right to sell the underlying instrument or instruments to the issuer, when the exercise price is greater than the settlement price.
investment company	a company whose object is to invest its funds wholly or mainly in:
	(a)	any of the following investments specified in the Regulated Activities Order:
		i. share (article 76);
		ii. debenture (article 77);
		iii. government and public security (article 78);
		iv. warrant (article 79);
		v. certificate representing certain securities (article 80);
		vi. unit (article 81);
		vii. option (article 83);
		viii. future (article 84);
		ix. contract for differences (article 85);
		x. rights to or interests in investments in (i) to (ix) (article 89);
	(b)	interests in partnership arrangements, participations, joint ventures and other forms of non-corporate investment provided that the conditions of listing are met; or
	(c)	interests in any other property provided that the relevant requirements of this chapter are met;
	with the object of spreading investment risk and managing its portfolio for the benefit of its shareholders.
investment manager	a person who, acting only on behalf of a client:
	(a)	manages designated investments in an account or portfolio on a discretionary basis under the terms of a discretionary management agreement; or
	(b)	manages designated investments in an account or portfolio on a non-discretionary basis under the terms of a non-discretionary management agreement.
investment trust	a company listed in the United Kingdom or another EEA State which:
	(a)	is approved by the Inland Revenue Commissioners under section 842 of the Income and Corporation Taxes Act 1988 (or, in the case of a newly formed company, has declared its intention to conduct its affairs so as to obtain such approval); or
	(b)	is resident in an EEA State other than the United Kingdom and would qualify for such approval if resident and listed in the United Kingdom.
issuer	any company or other legal person or undertaking (including a public sector issuer), any class of whose securities has been admitted to listing or is the subject of an application for admission to listing.
list of sponsors	the list of sponsors maintained by the FSA in accordance with section 88(3)(a) of the Act.
listed	admitted to the official list maintained by the FSA in accordance with section 74 of the Act.
listed company	a company that has any class of its securities listed.
listing particulars	(in accordance with section 79(2) of the Act), a document in such form and containing such information as may be specified in listing rules.
listing rules	(in accordance with section73A(2) of the Act) rulesrelating to admission to the official list.
London Stock Exchange	London Stock Exchange Plc.
long-term incentive scheme	any arrangement (other than a retirement benefit plan, a deferred bonus or any other arrangement that is an element of an executive director's remuneration package) which may involve the receipt of any asset (including cash or any security) by a director or employee of the group:
	(1)	which includes one or more conditions in respect of service and/or performance to be satisfied over more than one financial year; and
	(2)	pursuant to which the group may incur (other than in relation to the establishment and administration of the arrangement) either cost or a liability, whether actual or contingent.
LR	the sourcebook containing the listing rules.
MAD	Market Abuse Directive.
major subsidiary undertaking	a subsidiary undertaking that represents 25% or more of the aggregate of the gross assets or profits (after deducting all charges except taxation) of the group.
Market Abuse Directive	Directive of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (No 2003/6/EC).
member	(in relation to a profession) a person who is entitled to practise that profession and, in practising it, is subject to the rules of the relevant designated professional body, whether or not he is a member of that body.
mineral company	a company or group, whose principal activity is, or is planned to be, the extraction of mineral resources (which may or may not include exploration for mineral resources).
mineral expert's report	a report prepared in accordance with the CESR recommendations
mineral resources	include metallic and non-metallic ores, mineral concentrates, industrial minerals, construction aggregates, mineral oils, natural gases, hydrocarbons and solid fuels including coal.
Model Code	the Model Code on directors' dealings in securities set out in LR 9 Ann 1.
modified auditors report	an auditor's report:
	(a)	in which the auditor's opinion is qualified; or
	(b)	which sets out: (i) a problem relating to the business as a going concern; or (ii) a significant uncertainty, the resolution of which is dependent upon future events.
net annual rent	(in relation to a property) the current income or income estimated by the valuer:
	(1)	ignoring any special receipts or deductions arising from the property;
	(2)	excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and
	(3)	after making deductions for superior rents (but not for amortisation) and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent.
new applicant	an applicant that does not have any class of its securities already listed.
non-EEA State	a country or state that is not an EEA State.
OECD state guaranteed issuer	an issuer of debt securities whose obligations in relation to those securities have been guaranteed by a member state of the OECD.
offer	an offer of transferable securities to the public.
offer for sale	an invitation to the public by, or on behalf of, a third party to purchase securities of the issuer already in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).
offer for subscription	an invitation to the public by, or on behalf of, an issuer to subscribe for securities of the issuer not yet in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).
offer of transferable securities to the public	(as defined in section 102B of the Act), in summary:
	(a)	a communication to any person which presents sufficient information on:
		(i) the transferable securities to be offered, and (ii) the terms on which they are offered,
		to enable an investor to decide to buy or subscribe for the securities in question;
	(b)	which is made in any form or by any means;
	(c)	including the placing of securities through a financial intermediary;
	(d)	but not including a communication in connection with trading on: (i) a regulated market; (ii) a multilateral trading facility; or (iii) any market prescribed by an order under section 130A of the Act.
	Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act.
offeror	(a)	in LR 5.2.10R, an offeror as defined in the Takeover Code; and
	(b)	elsewhere in LR, a personwho makes an offer of transferable securities to the public.
official list	the list maintained by the FSA in accordance with section 74(1) of the Act for the purposes of Part VI of the Act.
open ended investment companyopen-ended investment company	as defined in section 236 of the Act (Open-ended investment companies).
open offer	an invitation to existing securities holders to subscribe or purchase securities in proportion to their holdings, which is not made by means of a renounceable letter (or other negotiable document).
option	the investment, specified in article 83 of the Regulated Activities Order (Options), which is an option to acquire or dispose of: (a) a designated investment (other than an option); or (b) currency of the United Kingdom or of any other country or territory; or (c) palladium, platinum, gold or silver; or (d) an option to acquire or dispose of an option specified in (a), (b) or (c).
overseas	outside the United Kingdom.
overseas company	a company incorporated outside the United Kingdom.
overseas investment exchange	an investment exchange which has neither its head office nor its registered office in the United Kingdom.
parent undertaking	as defined in section 258 of the Companies Act 1985.
Part 6 rules	(in accordance with section 73A(1) of the Act) rules made for the purposes of Part 6 of the Act.
PD	prospectus directive.
PD Regulation	Regulation number 809/2004 of the European Commission
percentage ratio	(in relation to a transaction) the figure, expressed as a percentage, that results from applying a calculation under a class test to the transaction.
person	(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporate (that is, a natural person, a legal person and, for example, a partnership).
person discharging managerial responsibilities	as defined in section 96B(1) of the Act.
person exercising significant influence	in relation to a listed company, a person or entity which exercises significant influence over that listed company (other than a 50/50 joint venture partner).
placing	a marketing of securities already in issue but not listed or not yet in issue, to specified persons or clients of the sponsor or any securities house assisting in the placing, which does not involve an offer to the public or to existing holders of the issuer's securities generally.
PR	the sourcebook containing the Prospectus Rules.
preference share	a share conferring preference as to income or return of capital which is not convertible into an equity share and does not form part of the equity share capital of a company.
primary listed issuer	an issuer with a primary listing of its securities.
primary listing	a listing by the FSA by virtue of which the issuer is subject to the full requirements of the listing rules.
probable reserves	(1)	in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which are not yet proven but which, on the available evidence and taking into account technical and economic factors, have a better than 50% chance of being produced; and
	(2)	in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured and/or indicated mineral resources, which are not yet proven but of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination and under specified economic conditions.
profit estimate	(as defined in the PD Regulation) a profit forecast for a financial period which has expired and for which results have not yet been published.
profit forecast	(as defined in the PD Regulation) a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used.
prohibited period	as defined inthe Model Code.
property	freehold, heritable or leasehold property.
property company	a company primarily engaged in property activities including:
	(1)	the holding of properties (directly or indirectly) for letting and retention as investments;
	(2)	the development of properties for letting and retention as investments;
	(3)	the purchase and development of properties for subsequent sale; or
	(4)	the purchase of land for development properties for retention as investments.
property investment company	an investment company or an investment trust which invests or intends to invests 20% or more of its gross assets directly in property and satisfies the requirements of LR 15.5 in addition to any other relevant requirements of LR 15.
property valuation report	a property valuation report prepared by an independent expert in accordance with the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors.
prospectus	a prospectus required under the prospectus directive.
prospectus directive	the Directive of the European 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 (No 2003/71/EC).
prospectus rules	(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.
proven reserves	(1)	in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which, on the available evidence and taking into account technical and economic factors, have a better than 90% chance of being produced; and
	(2)	in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured mineral resources of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination, and under specified economic conditions.
public international body	the African Development bank, the Asian Development Bank, the Caribbean Development Bank, the Council of Europe Resettlement Fund, the European Atomic Energy Community, the European Bank for Reconstruction and Development, the European Coal and Steel Community,the European Company for the Financing of Railroad Stock, the European Economic Community, the European Investment Bank, the Inter-American Development bank, the International Bank for Reconstruction and Development, the International Finance Corporation, the International Monetary Fund, the Nordic Investment bank.
public sector issuer	states and their regional and local authorities, state monopolies, state finance organisations, public international bodies, statutory bodies and OECD state guaranteed issuers.
recognised scheme	a scheme recognised under:
	(a)	section 264 of the Act (Schemes constituted in other EEA States); or
	(b)	section 270 of the Act (Schemes authorised in designated countries or territories); or
	(c)	section 272 of the Act (Individually recognised overseas schemes).
registration document	a registration document referred to in PR 2.2.2R.
Regulated Activities Order	the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544).
regulated market	(a)	(as defined in article 1 of the ISD) a market for the instruments listed in Section B of the Annex to the ISD which: (i) appears on the list of such markets drawn up by the market's Home State as required by article 16 of the ISD; (ii) functions regularly; (iii) is characterised by the fact that regulations issued or approved by the competent authorities define the conditions for the operation of the market, the conditions for access to the market and, where Directive 79/279/EEC is applicable, the conditions governing admission to listing imposed in that Directive and, where that Directive is not applicable, the conditions that must be satisfied by a financial instrument before it can effectively be dealt in on the market; and (iv) requires compliance with all the reporting and transparency requirements laid down by articles 20 and 21 of the ISD; (see Tables 1 and 2 of SUP 17 Annex 5G for an indicative list of these markets); and
	(b)	a market notified under article 16 of the ISD, as included in point 30b of Annex IX to the Agreement of the European Economic Area, to the Standing Committee of the EFTA States as defined in that agreement; (see Tables 3 and 4 of SUP 17 Annex 5G for an indicative list of these markets).
regulatory information service or RIS	a Regulatory Information Service that is approved by the FSA as meeting the Primary Information Provider criteria and that is on the list of Regulatory Information Services maintained by the FSA.
related party	as defined in LR 11.1.4R.
related party circular	a circular relating to a related party transaction.
related party transaction	as defined in LR 11.1.5R.
relevant securities	has the same meaning as in section 80 of the Companies Act 1985.
retail securitised derivative	a securitised derivative which is not a specialist securitised derivative; in this definition, a "specialist securitised derivative" is a securitised derivative which, in accordance with the listing rules, is required to be admitted to listing with a clear statement on any disclosure document that the issue is intended for a purchase by only investors who are particularly knowledgeable in investment matters.
reverse takeover	a transaction classified as a reverse takeover under LR 10.
RIE	recognised investment exchange.
rights issue	an offer to existing security holders to subscribe or purchase further securities in proportion to their holdings made by means of the issue of a renounceable letter (or other negotiable document) which may be traded (as “nil paid” rights) for a period before payment for the securities is due.
rule	(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FSA under the Act, including: (a) a Principle; and (b) an evidential provision.
Schedule	(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved.
scientific research based company	a company primarily involved in the laboratory research and development of chemical or biological products or processes or any other similar innovative science based company.
secondary listed issuer	an issuer with a secondary listing of its equity securities.
secondary listing	a listing by the FSA of equity securities of an overseas company which is not a primary listing.
securities note	a securities note referred to in PR 2.2.2R.
securitised derivative	an option or contract for differences which, in either case, is listed under LR 19 (including such an option or contract for differences which is also a debenture).
security	(in accordance with section 102A of the Act) anything which has been, or may be admitted to the official list.
settlement price	(in relation to securitised derivatives), the reference price or prices of the underlying instrument or instruments stipulated by the issuer for the purposes of calculating its obligations to the holder.
shadow director	as in sub-paragraph (b) of the definition of director in section 417(1) of the Act.
share	(in accordance with section 744 of the Companies Act 1985) a share in the share capital of a company, and includes:
	(a)	stock (except where a distinction between shares and stock is express or implied); and
	(b)	preference shares.
specialist investor	an investor who is particularly knowledgeable in investment matters.
specialist securities	securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.
specialist securitised derivative	a securitised derivative which because of its nature is normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.
specified investment	any of the following investments specified in Part III of the Regulated Activities Order (Specified Investments):
	(a)	deposit (article 74);
	(aa)	electronic money (article 74A);
	(b)	contract of insurance (article 75); for the purposes of the permission regime, this is sub-divided into: (i) general insurance contract; (ii) long-term insurance contract;
		and then further sub-divided into classes of contract of insurance;
	(c)	share (article 76);
	(d)	debenture (article 77);
	(e)	government and public security (article 78);
	(f)	warrant (article 79);
	(g)	certificate representing certain securities (article 80);
	(h)	unit (article 81);
	(i)	stakeholder pension scheme (article 82);
	(j)	option (article 83); for the purposes of the permission regime, this is sub-divided into: (i) option (excluding a commodity option and an option on a commodity future); (ii) commodity option and an option on a commodity future;
	(k)	future (article 84); for the purposes of the permission regime, this is sub-divided into: (i) future (excluding a commodity future and a rolling spot forex contract); (ii) commodity future; (iii) rolling spot forex contract;
	(l)	contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into: (i) contract for differences (excluding a spread bet and a rolling spot forex contract); (ii) spread bet; (iii) rolling spot forex contract;
	(m)	underwriting capacity of a Lloyd's syndicate (article 86(1));
	(n)	membership of a Lloyd's syndicate (article 86(2));
	(o)	funeral plan contract (article 87);
	(oa)	regulated mortgage contract (article 61(3);
	(p)	rights to or interests in investments (article 89).
sponsor	a person approved, under section 88 of the Act by the FSA, as a sponsor.
state finance organisation	a legal person other than a company:
	(1)	which is a national of an EEA State;
	(2)	which is set up by or pursuant to a special law;
	(3)	whose activities are governed by that law and consist solely of raising funds under state control through the issue of debt securities;
	(4)	which is financed by means of the resources they have raised and resources provided by the EEA State; and
	(5)	the debt securities issued by it are considered by the law of the relevant EEA State as securities issued or guaranteed by that state.
state monopoly	a company or other legal person which is a national of an EEA State and which:
	(1)	in carrying on its business benefits from a monopoly right granted by an EEA state; and
	(2)	is set up by or pursuant to a special law or whose borrowings are unconditionally and irrevocably guaranteed by an EEA state or one of the federated states of an EEA state.
subsidiary undertaking	as defined in section 258 of the Companies Act 1985.
substantial shareholder	any person (excluding a bare trustee) who is entitled to exercise or to control the exercise of 10% or more of the votes able to be cast on all or substantially all matters at general meetings of the company (or any other company which is its subsidiary undertaking or parent undertaking or is a fellow subsidiary undertaking of its parent undertaking).
summary	(in relation to a prospectus) the summary included in the prospectus.
SUP	the Supervision manual.
supplementary listing particulars	(in accordance with section 81(1) of the Act), supplementary listing particulars containing details of the change or new matter.
supplementary prospectus	a supplementary prospectus containing details of a new factor, mistake or inaccuracy.
Takeover Code	the City Code on Takeovers and Mergers issued by the Takeover Panel.
target	the subject of a class 1 transaction.
tender offer	an offer by a company to purchase all or some of a class of its listed equity securities or preference shares at a maximum or fixed price (that may be established by means of a formula) that is:
	(1)	communicated to all holders of that class by means of a circular or advertisement in two national newspapers;
	(2)	open to all holders of that class on the same terms for at least 7 days; and
	(3)	open for acceptance by all holders of that class pro rata to their existing holdings.
transferable security	(as defined in section 102A of the Act) anything which is a transferable security for the purposes of the investment services directive, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months.
treasury shares	qualifying shares to which sections 162A to 162G of the Companies Act 1985 apply.
trust deed	a trust deed or equivalent document securing or constituting debt securities.
UK	United Kingdom.
underlying instrument	(in relation to securitised derivatives) means either:
	(1)	if the securitised derivative is an option or debt security with the characteristics of an option, any of the underlying investments listed in article 83 of the Regulated Activities Order; or
	(2)	if the securitised derivative is a contract for differences or debt security with the characteristics of a contract for differences, any factor by reference to which a profit or loss under article 85 of the Regulated Activities Order can be calculated.
unrecognised scheme	a collective investment scheme which is neither a recognised scheme nor a scheme that is constituted as an authorised unit trust scheme.
vendor consideration placing	a marketing, by or on behalf of vendors, of securities that have been allotted as consideration for an acquisition.
venture capital trust	a company which is, or which is seeking to become, approved as a venture capital trust under section 842AA of the Income and Corporation Taxes Act 1988.
warrant	the investment, specified in article 79 of the Regulated Activities Order (Instruments giving entitlements to investments), which is in summary: a warrant or other instrument entitling the holder to subscribe for a share, debenture or government and public security.

PR App 3.1.1EU01/07/2005

1The following schedules and building blocks and tables of combinations are copied from the PD Regulation:

ANNEX I

Minimum Disclosure Requirements for the Share Registration Document (schedule)

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;
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.
6.	BUSINESS OVERVIEW
6.1.	Principal Activities
6.1.1.	A description of, and key factors relating to, the nature of the issuer's operations and its principal activities, stating the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information; and
6.1.2.	An indication of any significant new products and/or services that have been introduced and, to the extent the development of new products or services has been publicly disclosed, give the status of development.
6.2.	Principal Markets A description of the principal markets in which the issuer competes, including a breakdown of total revenues by category of activity and geographic market for each financial year for the period covered by the historical financial information.
6.3.	Where the information given pursuant to items 6.1 and 6.2 has been influenced by exceptional factors, mention that fact.
6.4.	If material to the issuer's business or profitability, a summary information regarding the extent to which the issuer is dependent, on patents or licences, 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.	ORGANIZATIONAL 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.	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.	Information regarding any existing or planned material tangible fixed assets, including leased properties, and any major encumbrances thereon.
8.2.	A description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets.
9.	OPERATING AND FINANCIAL REVIEW
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.	Information concerning the issuer’s capital resources (both short and long term);
10.2.	An explanation of the sources and amounts of and a narrative description of the issuer's cash flows;
10.3.	Information on the borrowing requirements and funding structure of the issuer;
10.4.	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.
10.5.	Information regarding the anticipated sources of funds needed to fulfil commitments referred to in items 5.2.3. and 8.1.
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 five 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 five 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 five 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 five 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 five 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 and is not otherwise publicly disclosed by the issuer.
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 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.
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 Details of related party transactions (which for these purposes are those set out in the Standards adopted according to the Regulation (EC) No 1606/2002), that the issuer has entered into during the period covered by the historical financial information and up to the date of the registration document, must be disclosed in accordance with the respective standard adopted according to Regulation (EC) No 1606/2002 if applicable. If such standards do not apply to the issuer the following information must be disclosed: (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 arm's 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.
20.	FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
20.1.	Historical Financial Information Audited historical financial information covering the latest 3 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. 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 Community. 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 last two years 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. If the issuer has been operating in its current sphere of economic activity for less than one 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 Community. 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.
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.	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.
20.4	Auditing of historical annual financial information
20.4.1.	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.
20.4.2.	Indication of other information in the registration document which has been audited by the auditors.
20.4.3.	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.
20.5.	Age of latest financial information
20.5.1.	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.
20.6.	Interim and other financial information
20.6.1.	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.
20.6.2.	If the registration document is dated more than nine 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 six 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 years end balance sheet.
20.7.	Dividend policy A description of the issuer’s policy on dividend distributions and any restrictions thereon.
20.7.1.	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.
20.8.	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.
20.9.	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.
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.
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 two 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 two 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.

ANNEX II

Pro forma financial information building block

1.	The pro forma information must include a description of the transaction, the businesses or entities involved and the period to which it refers, and must clearly state the following: (a) the purpose to which it has been prepared; (b) the fact that it has been prepared for illustrative purposes only; (c) 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.
2.	In order to present pro forma financial information, a balance sheet and profit and loss account, and accompanying explanatory notes, depending on the circumstances may be included.
3.	Pro forma financial information must normally be presented in columnar format, composed of: (a) the historical unadjusted information; (b) the pro forma adjustments; and (c) the resulting pro forma financial information in the final column. The sources of the pro forma financial information have to be stated and, if applicable, the financial statements of the acquired businesses or entities must be included in the prospectus.
4.	The pro forma information must be prepared in a manner consistent with the accounting policies adopted by the issuer in its last or next financial statements and shall identify the following: (a) the basis upon which it is prepared; (b) the source of each item of information and adjustment.
5.	Pro forma information may only be published in respect of (a) the current financial period; (b) the most recently completed financial period; and/or (c) the most recent interim period for which relevant unadjusted information has been or will be published or is being published in the same document.
6.	Pro forma adjustments related to the pro forma financial information must be: (a) clearly shown and explained; (b) directly attributable to the transaction; (c) factually supportable. In addition, in respect of a pro forma profit and loss or cash flow statement, they must be clearly identified as to those expected to have a continuing impact on the issuer and those which are not.
7.	The report prepared by the independent accountants or auditors must state that in their opinion: (a) the pro forma financial information has been properly compiled on the basis stated; (b) that basis is consistent with the accounting policies of the issuer.

ANNEX III

Minimum Disclosure Requirements for the Share Securities Note (schedule)

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	Capitalization and indebtedness A statement of capitalization 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, – 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	In the case of new issues, 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	In the case of new issues, the expected issue date of the securities.
4.8	A description of any restrictions on the free transferability of the securities.
4.9	An indication of the existence of any mandatory takeover bids and/or squeeze-out and sellout rules in relation to the securities.
4.10	An indication of public takeover bids by third parties in respect of the issuer’s equity, which 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.
4.11	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 with holding 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, distinguishing the securities offered for sale and those offered for subscription; if the amount is not fixed, description of the arrangements and time for announcing to the public the definitive amount of the 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.
5.2	Plan of distribution and allotment
5.2.1.	The various categories of potential investors to which the securities are offered. If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
5.2.2.	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.
5.2.3.	Pre-allotment Disclosure:
(a)	The division into tranches of the offer including the institutional, retail and issuer’s employee tranches and any other tranches;
(b)	The conditions under which the claw-back may be used, the maximum size of such claw back and any applicable minimum percentages for individual tranches;
(c)	The allotment method or methods to be used for the retail and issuer’s employee tranche in the event of an over-subscription of these tranches;
(d)	A description of any pre-determined preferential treatment to be accorded to certain classes of investors or certain affinity groups (including friends and family programmes) in the allotment, the percentage of the offer reserved for such preferential treatment and the criteria for inclusion in such classes or groups.
(e)	Whether the treatment of subscriptions or bids to subscribe in the allotment may be determined on the basis of which firm they are made through or by;
(f)	A target minimum individual allotment if any within the retail tranche;
(g)	The conditions for the closing of the offer as well as the date on which the offer may be closed at the earliest;
(h)	Whether or not multiple subscriptions are admitted, and where they are not, how any multiple subscriptions will be handled.
5.2.4.	Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made.
5.2.5.	Over-allotment and 'green shoe':
(a)	The existence and size of any over-allotment facility and/or 'green shoe'.
(b)	The existence period of the over-allotment facility and/or 'green shoe'.
(c)	Any conditions for the use of the over-allotment facility or exercise of the 'green shoe'.
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.
5.3.4	Where there is or could be a material disparity between the public offer price and the effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by them in transactions during the past year, or which they have the right to acquire, include a comparison of the public contribution in the proposed public offer and the effective cash contributions of such persons.
5.4.	Placing and Underwriting
5.4.1	Name and address of the co-ordinator(s) of the global offer and of single parts of the offer and, to the extent 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” 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 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.
6.5	Stabilization: where an issuer or a selling shareholder has granted an over-allotment option or it is otherwise proposed that price stabilizing activities may be entered into in connection with an offer:
6.5.1.	The fact that stabilization may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at any time,
6.5.2.	The beginning and the end of the period during which stabilization may occur,
6.5.3.	The identity of the stabilization manager for each relevant jurisdiction unless this is not known at the time of publication,
6.5.4.	The fact that stabilization transactions may result in a market price that is higher than would otherwise prevail.
7.	SELLING SECURITIES HOLDERS
7.1	Name and business address of the person or entity offering to sell the securities, the nature of any position office or other material relationship that the selling persons has had within the past three years with the issuer or any of its predecessors or affiliates.
7.2	The number and class of securities being offered by each of the selling security holders.
7.3	Lock-up agreements The parties involved. Content and exceptions of the agreement. Indication of the period of the lock up.
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 offer.
9.2.	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.
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.

ANNEX IV

Minimum Disclosure Requirements for the Debt and Derivative Securities Registration Document (schedule)

(Debt and derivative securities with a denomination per unit of less than EUR 50 000)

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, 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, 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 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 data is satisfied by presenting the year end balance sheet information.
4.	RISK FACTORS Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under the securities to investors 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.	any recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer’s solvency.
5.2.	Investments
5.2.1.	A description of the principal investments made since the date of the last published financial statements.
5.2.2.	Information concerning the issuer’s principal future investments, on which its management bodies have already made firm commitments.
5.2.3.	Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 5.2.2.
6.	BUSINESS OVERVIEW
6.1.	Principal activities:
6.1.1.	A description of the issuer’s principal activities stating the main categories of products sold and/or services performed; and
6.1.2.	an indication of any significant new products and/or activities.
6.2.	Principal markets A brief description of the principal markets in which the issuer competes.
6.3.	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 of the issuer's position within it.
7.2.	If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence.
8.	TREND INFORMATION
8.1.	Include 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. In the event that the issuer is unable to make such a statement, provide details of this material adverse change.
8.2.	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.
9.	PROFIT FORECASTS OR ESTIMATES If an issuer chooses to include a profit forecast or a profit estimate, the registration document must contain the information items 9.1 and 9.2:
9.1.	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.
9.2.	A report prepared by independent accountants or auditors must be included 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.
9.3.	The profit forecast or estimate must be prepared on a basis comparable with the historical financial information.
10.	ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES
10.1.	Names, business addresses and functions in the issuer of the following persons, and an indication of the principal activities performed by them outside the 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.
10.2.	Administrative, Management, and Supervisory bodies conflicts of interests Potential conflicts of interests between any duties to the issuing entity of the persons referred to in item 10.1 and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, make a statement to that effect.
11.	BOARD PRACTICES
11.1.	Details relating to the issuer's audit committee, including the names of committee members and a summary of the terms of reference under which the committee operates.
11.2.	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.
12.	MAJOR SHAREHOLDERS
12.1.	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.
12.2.	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.
13.	FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
13.1.	Historical Financial Information Audited historical financial information covering the latest 2 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. 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 Community. 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 most recent year’s 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. If the issuer has been operating in its current sphere of economic activity for less than one 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 States national accounting standards where the issuer is an issuer from the Community. 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) cash flow statement; and (d) accounting policies and explanatory notes. The historical annual financial information must have been 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.
13.2.	Financial statements If the issuer prepares both own and consolidated financial statements, include at least the consolidated financial statements in the registration document.
13.3.	Auditing of historical annual financial information
13.3.1.	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.
13.3.2.	An indication of other information in the registration document which has been audited by the auditors.
13.3.3.	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 un-audited.
13.4.	Age of latest financial information
13.4.1.	The last year of audited financial information may not be older than 18 months from the date of the registration document.
13.5.	Interim and other financial information
13.5.1.	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 un-audited or has not been reviewed state that fact.
13.5.2.	If the registration document is dated more than nine months after the end of the last audited financial year, it must contain interim financial information, covering at least the first six months of the financial year. If the interim financial information is un-audited state that fact. 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 years end balance sheet.
13.6.	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.
13.7.	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 an appropriate negative statement.
14.	ADDITIONAL INFORMATION
14.1.	Share Capital
14.1.1.	The amount of the issued capital, the number and classes of the shares of which it is composed with details of their principal characteristics, the part of the issued capital still to be paid up, with an indication of the number, or total nominal value, and the type of the shares not yet fully paid up, broken down where applicable according to the extent to which they have been paid up.
14.2.	Memorandum and Articles of Association.
14.2.1.	The register and the entry number therein, if applicable, and a description of the issuer’s objects and purposes and where they can be found in the memorandum and articles of association.
15.	MATERIAL CONTRACTS A brief summary of all material contracts that are not entered into in the ordinary course of the issuer's business, which could result in any group member being under an obligation or entitlement that is material to the issuer’s ability to meet its obligation to security holders in respect of the securities being issued.
16	THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST
16.1	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 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 Registration Document.
16.2	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, the issuer shall identify the source(s) of the information.
17.	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 of the issuer and its subsidiary undertakings for each of the two 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.

ANNEX V

Minimum Disclosure Requirements for the Securities Note related to Debt securities (schedule)

(Debt securities with a denomination per unit of less than EUR 50 000)

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 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 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/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 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	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 of 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	Ranking of the securities being offered and/or admitted to trading, including summaries 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 rights, and procedure for the exercise of those rights.
4.7	The nominal interest rate and provisions relating to interest payable. - The date from which interest becomes payable and the due dates for interest. - The time limit on the validity of claims to interest and repayment of principal. Where the rate is not fixed, description of the underlying on which it is based and of the method used to relate the two and an indication where information about the past and the further performance of the underlying and its volatility can be obtained. - A description of any market disruption or settlement disruption events that affect the underlying. - Adjustment rules with relation to events concerning the underlying. - Name of the calculation agent. 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.
4.8	Maturity date and arrangements for the amortization of the loan, including the repayment procedures. Where advance amortization is contemplated, on the initiative of the issuer or of the holder, it shall be described, stipulating amortization terms and conditions.
4.9	An indication of yield. Describe the method whereby that yield is calculated in summary form.
4.10	Representation of debt security holders including an identification of the organisation 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 representation.
4.11	In the case of new issues, a statement of the resolutions, authorisations and approvals by 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.
4.13	A description of any restrictions on the free transferability of the securities.
4.14	In respect of the country of registered office of the issuer and the country(ies) where the 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 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; if the amount is not fixed, description of the arrangements and time for announcing to the public the definitive amount of the 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	A description of the possibility to reduce subscriptions and the manner for refunding excess amount paid by applicants.
5.1.5	Details of the minimum and/or maximum amount of application, (whether in number of securities or aggregate amount to invest).
5.1.6	Method and time limits for paying up the securities and for delivery of the securities.
5.1.7	A full description of the manner and date in which results of the offer are to be made public.
5.1.8	The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised.
5.2	Plan of distribution and allotment
5.2.1	The various categories of potential investors to which the securities are offered. If the offer is being made simultaneously in the markets of two or more countries 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 indication whether dealing may begin before notification is made.
5.3	Pricing
5.3.1	An indication of the expected price at which the securities will be offered or the method of determining the price and the process for its disclosure. Indicate the amount of any expenses and taxes specifically charged to the subscriber or purchaser.
5.4	Placing and Underwriting
5.4.1	Name and address of the co-ordinator(s) of the global offer and of single parts of the offer and, to the extent 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” 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 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, give 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	Name and address 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.	ADDITIONAL INFORMATION
7.1	If advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted.
7.2	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.
7.3	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 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 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	Credit ratings assigned to an issuer or its debt securities at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider.

ANNEX VI

Minimum Disclosure Requirements for Guarantees

(Additional building block)

1.	NATURE OF THE GUARANTEE A description of any arrangement intended to ensure that any obligation material to the 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. 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 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 other documents relating to the guarantee.

ANNEX VII

Minimum Disclosure Requirements for Asset Backed Securities Registration Document (schedule)

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 given in the registration document is, to the best of their knowledge, in accordance with the facts and does not omit anything likely to affect its import. As the case may be, 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 that 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 any membership of any relevant professional body).
3.	RISK FACTORS
3.1	The document must prominently disclose risk factors in a section headed "Risk Factors" that are specific to the issuer and its industry.
4.	INFORMATION ABOUT THE ISSUER:
4.1	A statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed securities;
4.2	The legal and commercial name of the issuer;
4.3	The place of registration of the issuer and its registration number;
4.4	The date of incorporation and the length of life of the issuer, except where indefinite;
4.5	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).
4.6	Description of the amount of the issuer’s authorised and issued capital and the amount of any capital agreed to be issued, the number and classes of the securities of which it is composed.
5.	BUSINESS OVERVIEW
5.1	A brief description of the issuer’s principal activities.
5.2	A global overview of the parties to the securitisation program including information on the direct or indirect ownership or control between those parties.
6.	ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
6.1	Names, business addresses and functions in the issuer of the following persons, and an indication of the principal activities performed by them outside the 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.
7.	MAJOR SHAREHOLDERS
7.1	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.
8.	FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION, AND PROFITS AND LOSSES
8.1	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 registration document, a statement to that effect shall be provided in the registration document.
8.2	Historical Financial Information Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been made up, the registration document must contain audited historical financial information covering the latest 2 financial years (or shorter period that the issuer has been in operation) and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002 , or if not applicable to a Member State's national accounting standards for issuers from the Community. 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 most recent year's historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuer’s next annual published financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements. If the issuer has been operating in its current sphere of economic activity for less than one year, the audited historical financial information covering that period must be prepared in accordance with the standards applicable to annual financial statements under Regulation (EC) No 1606/2002, or if not applicable to a Member State's national accounting standards where the issuer is from the Community. 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 the following: (a) the balance sheet; (b) the income statement; (c) the 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.
8.2 bis	This paragraph may be used only for issues of asset-backed securities having a denomination per unit of at least EUR 50,000. Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been made up, the registration document must contain audited historical financial information covering the latest 2 financial years (or shorter period that the issuer has been in operation) and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002 or, if not applicable, to a Member State's national accounting standards for issuers from the Community. 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. Otherwise, the following information must be included in the registration document: (a) a prominent statement that the financial information included in the registration document has not been prepared in accordance with the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information; (b) immediately following the historical financial information a narrative description of the differences between the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles adopted by the issuer in preparing its annual financial statements. The most recent year’s historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuer’s next annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements. If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following: (a) the balance sheet; (b) the income statement; (c) the 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. Otherwise, the following information must be included in the Registration Document: (a) a prominent statement disclosing which auditing standards have been applied; (b) an explanation of any significant departures from International Standards on Auditing.
8.3	Legal and arbitration proceedings Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the company 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.
8.4	Material adverse change in the issuer’s financial position Where an issuer has prepared financial statements, include a statement that there has been no material adverse change in the financial position or prospects of the issuer since the date of its last published audited financial statements. Where a material adverse change has occurred, this must be disclosed in the registration document.
9.	THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST
9.1	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 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 Registration Document.
9.2	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, the issuer shall identify the source(s) of the information.
10.	DOCUMENTS ON DISPLAY
10.1	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 of the issuer and its subsidiary undertakings for each of the two 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.

ANNEX VIII

Minimum Disclosure Requirements for the Asset Backed Securities additional Building Block

1	THE SECURITIES
1.1	The minimum denomination of an issue
1.2	Where information is disclosed about an undertaking/obligor which is not involved in 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 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 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
2.2.2	(a) In the case of a small number of easily identifiable obligors, a general description of each obligor. (b) In all other cases, a description of: the general characteristics of the obligors; and the economic environment, as well as global statistical data referred to the securitised assets.
2.2.3	the legal nature of the assets;
2.2.4	the expiry or maturity date(s) of the assets;
2.2.5	the amount of the assets;
2.2.6	loan to value ratio or level of collateralisation;
2.2.7	the method of origination or creation of the assets, and for loans and credit agreements, 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 the assets;
2.2.9	any rights to substitute the assets and a description of the manner in which and the type 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 with one insurer must be disclosed if it is material to the transaction.
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 Document for debt and derivative securities with an individual denomination of at least EUR 50 000; (b) if an obligor or guarantor has securities already admitted to trading on a regulated or 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 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 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; (b) a description of the market on which they are traded including its date of establishment, 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.
2.2.15	Where more than ten (10) per cent of the assets comprise equity securities that are not 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 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 the type, quality, sufficiency and liquidity of the asset types in the portfolio which will secure the issue;
2.3.2	the parameters within which investments can be made, the name and description of the 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.
2. 4	Where an issuer proposes to issue further securities backed by the same assets, a 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.
3.2	Description of the entities participating in the issue and description of the functions to be performed by them.
3.3	Description of the method and date of the sale, transfer, novation or assignment of the 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 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 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;
3.4.4	an indication of any investment parameters for the investment of temporary liquidity surpluses and description of the parties responsible for such investment;
3.4.5	how payments are collected in respect of the assets;
3.4.6	the order of priority of payments made by the issuer to the holders of the class of securities in question;
3.4.7	details of any other arrangements upon which payments of interest and principal to investors are dependent;
3.5	the name, address and significant business activities of the originators of the securitised assets;
3.6	where the return on, and/or repayment of the security is linked to the performance or credit of other assets which are not assets of the issuer, items 2.2 and 2.3 are necessary;
3.7	the name, address and significant business activities of the administrator, calculation 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/calculation 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 enhancement; (b) the banks with which the main accounts relating to the transaction are held.
4.	POST ISSUANCE REPORTING
4.1	Indication in the prospectus whether or not it intends to provide post-issuance transaction 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 IX

Minimum Disclosure Requirements for the Debt and Derivative securities Registration Document (schedule)

(Debt and derivative securities with a denomination per unit of at least EUR 50,000)

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, 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, details if material.
3	RISK FACTORS
3.1	Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under the securities to investors in a section headed "Risk Factors".
4.	INFORMATION ABOUT THE ISSUER
4.1.	History and development of the Issuer:
4.1.1.	the legal and commercial name of the issuer;
4.1.2.	the place of registration of the issuer and its registration number;
4.1.3.	the date of incorporation and the length of life of the issuer, except where indefinite;
4.1.4.	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);
4.1.5.	any recent events particular to the issuer and which are to a material extent relevant to the evaluation of the issuer’s solvency.
5.	BUSINESS OVERVIEW
5.1.	Principal activities:
5.1.1.	A brief description of the issuer’s principal activities stating the main categories of products sold and/or services performed;
5.1.2.	The basis for any statements in the registration document 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 of the issuer's position within it.
6.2.	If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence.
7.	TREND INFORMATION
7.1.	Include 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. In the event that the issuer is unable to make such a statement, provide details of this material adverse change.
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 items 8.1 and 8.2 the following:
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; be readily understandable by investors; be specific and precise; and not relate to the general accuracy of the estimates underlying the forecast.
8.2.	Any profit forecast set out in the registration document must be accompanied by a statement confirming that the said forecast has been properly prepared on the basis stated and that the basis of accounting 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.
9.	ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES
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 the 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.
9.2	Administrative, Management, and Supervisory bodies conflicts of interests Potential conflicts of interests between any duties to the issuing entity 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.
10.	MAJOR SHAREHOLDERS
10.1.	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.
10.2.	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.
11.	FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
11.1.	Historical Financial Information Audited historical financial information covering the latest 2 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member State’s national accounting standards for issuers from the Community. 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. Otherwise, the following information must be included in the registration document: (a) a prominent statement that the financial information included in the registration document has not been prepared in accordance with the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information; (b) immediately following the historical financial information a narrative description of the differences between the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles adopted by the issuer in preparing its annual financial statements; The most recent year's 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. If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following: (a) the balance sheet; (b) the income statement; (c) the 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. Otherwise, the following information must be included in the registration document: (a) a prominent statement disclosing which auditing standards have been applied; (b) an explanation of any significant departures from International Standards on Auditing.
11.2.	Financial statements If the issuer prepares both own and consolidated financial statements, include at least the consolidated financial statements in the registration document.
11.3.	Auditing of historical annual financial information
11.3.1.	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.
11.3.2.	An indication of other information in the registration document which has been audited by the auditors.
11.3.3.	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.
11.4.	Age of latest financial information
11.4.1.	The last year of audited financial information may not be older than 18 months from the date of the registration document.
11.5.	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.
11.6.	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 an appropriate negative statement.
12.	MATERIAL CONTRACTS A brief summary of all material contracts that are not entered into in the ordinary course of the issuer's business, which could result in any group member being under an obligation or entitlement that is material to the issuer’s ability to meet its obligation to security holders in respect of the securities being issued.
13.	THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST
13.1	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 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 Registration Document.
13.2	THIRD PARTY INFORMATION 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.
14.	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 of the issuer and its subsidiary undertakings for each of the two 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.

ANNEX X

Minimum Disclosure Requirements for the Depository Receipts issued over shares (schedule)

INFORMATION ABOUT THE ISSUER OF THE UNDERLYING SHARES

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.	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.
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.
6.	BUSINESS OVERVIEW
6.1.	Principal Activities
6.1.1.	A description of, and key factors relating to, the nature of the issuer's operations and its principal activities, stating the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information;
6.1.2.	An indication of any significant new products and/or services that have been introduced and, to the extent the development of new products or services has been publicly disclosed, give the status of development.
6.2.	Principal Markets A description of the principal markets in which the issuer competes, including a breakdown of total revenues by category of activity and geographic market for each financial year for the period covered by the historical financial information.
6.3.	Where the information given pursuant to items 6.1. and 6.2. has been influenced by exceptional factors, mention that fact.
6.4.	If material to the issuer's business or profitability, disclose summary information regarding the extent to which the issuer is dependent, on patents or licences, 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.	ORGANIZATIONAL 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.	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.	Information regarding any existing or planned material tangible fixed assets, including leased properties, and any major encumbrances thereon.
8.2.	A description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets.
9.	OPERATING AND FINANCIAL REVIEW
9.1.	Financial Condition To the extent not covered elsewhere in the prospectus, 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.	Information concerning the issuer’s capital resources (both short and long term);
10.2.	An explanation of the sources and amounts of and a narrative description of the issuer's cash flows;
10.3.	Information on the borrowing requirements and funding structure of the issuer;
10.4.	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.
10.5.	Information regarding the anticipated sources of funds needed to fulfil commitments referred to in items 5.2.3. and 8.1.
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 prospectus.
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 prospectus must contain the information 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 prepared on a basis comparable with the historical financial information.
13.4.	If the issuer has published a profit forecast in a prospectus which is still outstanding, provide a statement setting out whether or not that forecast is still correct as at the time of the prospectus, 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 five years; (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 person described in points (b) and (d) of the first sub-paragraph, 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 five 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 five years; (c) details of any bankruptcies, receiverships or liquidations with which a person described in points (a) and (d) of the first subparagraph who was acting in the capacity of any of the positions set out in points (a) and (d) of the first subparagraph member of the administrative, management or supervisory bodies was associated for at least the previous five 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 five years. If there is no such information to be disclosed, a statement to that effect must 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 the first sub-paragraph of item 14.1. and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, make a statement to that effect. Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in the first sub-paragraph of 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 sub-paragraph 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 and is not otherwise publicly disclosed by the issuer.
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 together with an explanation regarding why the issuer does not comply with such regime.
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 prospectus (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 (b) 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 notifiable under the issuer's national law in the issuer’s capital or voting rights, 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 Details of related party transactions (which for these purposes are those set out in the Standards adopted according to Regulation (EC) No 1606/2002), that the issuer has entered into during the period covered by the historical financial information and up to the date of the prospectus must be disclosed in accordance with the respective standard adopted according to Regulation (EC) No 1606/2002 if applicable. If such standards do not apply to the issuer the following information must be disclosed: (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.
20.	FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
20.1.	Historical Financial Information Audited historical financial information covering the latest 3 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member State's national accounting standards for issuers from the Community. 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 last two years 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. If the issuer has been operating in its current sphere of economic activity for less than one year, the audited historical financial information covering that period must be prepared in accordance with the standards applicable to annual financial statements under Regulation (EC) No 1606/2002, or if not applicable to a Member State's national accounting standards where the issuer is an issuer from the Community. 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 the following: (a) the balance sheet; (b) the 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) the cash flow statement; (e) the 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 prospectus, it gives a true and fair view, in accordance with auditing standards applicable in a Member State or an equivalent standard.
20.1.bis	This paragraph may be used only for issues of depository receipts having a denomination per unit of at least EUR 50,000. Audited historical financial information covering the latest 3 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002 , or if not applicable to a Member State's national accounting standards for issuers from the Community. 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. Otherwise, the following information must be included in the prospectus: (a) a prominent statement that the financial information included in the registration document has not been prepared in accordance with the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information; (b) immediately following the historical financial information a narrative description of the differences between the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles adopted by the issuer in preparing its annual financial statements. The last two years 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. If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following: (a) the balance sheet; (b) the 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) the cash flow statement; (e) the 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 prospectus, it gives a true and fair view, in accordance with auditing standards applicable in a Member State or an equivalent standard. Otherwise, the following information must be included in the prospectus: (a) a prominent statement disclosing which auditing standards have been applied; (b) an explanation of any significant departures from International Standards on Auditing.
20.2.	Financial statements If the issuer prepares both own and consolidated annual financial statements, include at least the consolidated annual financial statements in the prospectus.
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 prospectus which has been audited by the auditors.
20.3.3.	Where financial data in the prospectus 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: (a) 18 months from the date of the prospectus if the issuer includes audited interim financial statements in the prospectus; (b) 15 months from the date of the prospectus if the issuer includes unaudited interim financial statements in the prospectus.
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, these must be included in the prospectus. 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.
20.5.2.	If the prospectus is dated more than nine 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 shall be stated) covering at least the first six 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 years end balance sheet.
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.
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; (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 or charter and 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 bylaws 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 bylaws 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 two years immediately preceding publication of the prospectus. 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 prospectus.
23.	THIRD PARTY INFORMATION, 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 prospectus 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 prospectus.
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, the issuer shall identify the source(s) of the information.
24.	DOCUMENTS ON DISPLAY A statement that for the life of the prospectus 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 prospectus; (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 two financial years preceding the publication of the prospectus. An indication of where the documents on display may be inspected, by physical or electronic means.
25.	INFORMATION ON HOLDINGS
25.1.	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 DEPOSITORY RECEIPTS
26.1.	Name, registered office and principal administrative establishment if different from the registered office.
26.2.	Date of incorporation and length of life of the issuer, except where indefinite.
26.3.	Legislation under which the issuer operates and legal form which it has adopted under that legislation.
27.	INFORMATION ABOUT THE UNDERLYING SHARES
27.1.	A description of the type and the class of the underlying shares, including the ISIN (International Security Identification Number) or other such security identification code.
27.2.	Legislation under which the underlying shares have been created.
27.3.	An indication whether the underlying shares are in registered form or bearer form and whether the underlying shares are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records.
27.4.	Currency of the underlying shares.
27.5.	A description of the rights, including any limitations of these, attached to the underlying shares and procedure for the exercise of said rights.
27.6.	Dividend rights: (a) Fixed date(s) on which the entitlement arises, (b) Time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates, (c) Dividend restrictions and procedures for non resident holders, (d) Rate of dividend or method of its calculation, periodicity and cumulative or non cumulative nature of payments.
27.7.	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.
27.8.	The issue date of the underlying shares if new underlying shares are being created for the issue of the depository receipts and they are not in existence at the time of issue of the depository receipts.
27.9.	If new underlying shares are being created for the issue of the depository receipts, state the resolutions, authorisations and approvals by virtue of which the new underlying shares have been or will be created and/or issued.
27.10.	A description of any restrictions on the free transferability of the underlying shares.
27.11.	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: (a) information on taxes on the income from the underlying shares withheld at source (b) indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
27.12.	An indication of the existence of any mandatory takeover bids and/or squeeze-out and sell-out rules in relation to the underlying shares.
27.13.	An indication of public takeover bids by third parties in respect of the issuer’s equity, which 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.
27.14.	Lock up agreements: the parties involved; content and exceptions of the agreement; indication of the period of the lock up.
27.15.	Information about selling shareholders if any
27.15.1	Name and business address of the person or entity offering to sell the underlying shares, the nature of any position office or other material relationship that the selling persons has had within the past three years with the issuer of the underlying shares or any of its predecessors or affiliates.
27.16.	Dilution
27.16.1	Amount and percentage of immediate dilution resulting from the offer of the depository receipts.
27.16.2	In the case of a subscription offer of the depository receipts to existing shareholders, disclose the amount and percentage of immediate dilutions if they do not subscribe to the offer of depository receipts.
27.17.	Additional information where there is a simultaneous or almost simultaneous offer or admission to trading of the same class of underlying shares as those underlying shares over which the depository receipts are being issued.
27.17.1	If simultaneously or almost simultaneously with the creation of the depository receipts for which admission to a regulated market is being sought underlying shares of the same class as those over which the depository receipts are being issued are subscribed for or placed privately, details are to be given of the nature of such operations and of the number and characteristics of the underlying shares to which they relate.
27.17.2	Disclose all regulated markets or equivalent markets on which, to the knowledge of the issuer of the depository receipts, underlying shares of the same class of those over which the depository receipts are being issued are offered or admitted to trading.
27.17.3	To the extent known to the issuer of the depository receipts, indicate whether major shareholders, members of the administrative, management or supervisory bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer.
28.	INFORMATION REGARDING THE DEPOSITORY RECEIPTS
28.1.	A description of the type and class of depository receipts being offered and/or admitted to trading.
28.2.	Legislation under which the depository receipts have been created.
28.3.	An indication whether the depository receipts are in registered or bearer form and whether the depository receipts are in certificated or book-entry form. In the latter case, include the name and address of the entity in charge of keeping the records.
28.4.	Currency of the depository receipts.
28.5.	Describe the rights attaching to the depository receipts, including any limitations of these attached to the depository receipts and the procedure if any for the exercise of these rights.
28.6.	If the dividend rights attaching to depository receipts are different from the dividend rights disclosed in relation to the underlying disclose the following about the dividend rights: (a) Fixed date(s) on which the entitlement arises, (b) Time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates, (c ) Dividend restrictions and procedures for non resident holders, (d) Rate of dividend or method of its calculation, periodicity and cumulative or non cumulative nature of payments.
28.7.	If the voting rights attaching to the depository receipts are different from the voting rights disclosed in relation to the underlying shares disclose the following about those rights: 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.
28.8.	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 liquidation surplus which are not passed on to the holder of the depository receipt.
28.9.	The expected issue date of the depository receipts.
28.10.	A description of any restrictions on the free transferability of the depository receipts.
28.11.	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: (a) information on taxes on the income from the depository receipts withheld at source (b) indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
28.12.	Bank or other guarantees attached to the depository receipts and intended to underwrite the issuer's obligations.
28.13.	Possibility of obtaining the delivery of the depository receipts into original shares and procedure for such delivery.
29.	INFORMATION ABOUT THE TERMS AND CONDITIONS OF THE OFFER OF THE DEPOSITORY RECEIPTS
29.1.	Conditions, offer statistics, expected timetable and action required to apply for the offer
29.1.1.	Total amount of the issue/offer, distinguishing the securities offered for sale and those offered for subscription; if the amount is not fixed, description of the arrangements and time for announcing to the public the definitive amount of the offer.
29.1.2.	The time period, including any possible amendments, during which the offer will be open and description of the application process.
29.1.3.	An indication of when, and under what circumstances, the offer may be revoked or suspended and whether revocation can occur after dealing has begun.
29.1.4.	A description of the possibility to reduce subscriptions and the manner for refunding excess amount paid by applicants.
29.1.5.	Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest).
29.1.6.	An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription.
29.1.7.	Method and time limits for paying up the securities and for delivery of the securities.
29.1.8.	A full description of the manner and date in which results of the offer are to be made public.
29.1.9.	The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised.
29.2.	Plan of distribution and allotment
29.2.1.	The various categories of potential investors to which the securities are offered. If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
29.2.2.	To the extent known to the issuer, indicate 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.
29.2.3.	Pre-allotment Disclosure:
29.2.3.1.	The division into tranches of the offer including the institutional, retail and issuer’s employee tranches and any other tranches;
29.2.3.2.	The conditions under which the claw-back may be used, the maximum size of such claw-back and any applicable minimum percentages for individual tranches;
29.2.3.3.	The allotment method or methods to be used for the retail and issuer’s employee tranche in the event of an over-subscription of these tranches;
29.2.3.4.	A description of any pre-determined preferential treatment to be accorded to certain classes of investors or certain affinity groups (including friends and family programmes) in the allotment, the percentage of the offer reserved for such preferential treatment and the criteria for inclusion in such classes or groups.
29.2.3.5.	Whether the treatment of subscriptions or bids to subscribe in the allotment may be determined on the basis of which firm they are made through or by;
29.2.3.6.	A target minimum individual allotment if any within the retail tranche;
29.2.3.7.	The conditions for the closing of the offer as well as the date on which the offer may be closed at the earliest;
29.2.3.8.	Whether or not multiple subscriptions are admitted, and where they are not, how any multiple subscriptions will be handled.
29.2.3.9.	Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made.
29.2.4.	Over-allotment and 'green shoe':
29.2.4.1.	The existence and size of any over-allotment facility and / or 'green shoe'.
29.2.4.2.	The existence period of the over-allotment facility and / or 'green shoe'.
29.2.4.3.	Any conditions for the use of the over-allotment facility or exercise of the 'green shoe'.
29.3.	Pricing
29.3.1.	An indication of the price at which the securities will be offered. When the price is not known or when there is not an established and/or liquid market for the securities, indicate the method for determination of the offer price, including who has set the criteria or is formally responsible for its determination. Indication of the amount of any expenses and taxes specifically charged to the subscriber or purchaser.
29.3.2.	Process for the disclosure of the offer price.
29.3.3	Where there is or could be a material disparity between the public offer price and the effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by them in transactions during the past year, or which they have the right to acquire, include a comparison of the public contribution in the proposed public offer and the effective cash contributions of such persons.
29.4.	Placing and Underwriting
29.4.1.	Name and address of the co-coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer, of the placers in the various countries where the offer takes place.
29.4.2.	Name and address of any paying agents and depository agents in each country.
29.4.3.	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” 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 underwriting commission and of the placing commission.
29.4.4.	When the underwriting agreement has been or will be reached.
30.	ADMISSION TO TRADING AND DEALING ARRANGEMENTS IN THE DEPOSITORY RECEIPTS
30.1.	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 necessarily will be approved. If known, the earliest dates on which the securities will be admitted to trading must be given.
30.2.	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.
30.3.	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, details must be given of the nature of such operations and of the number and characteristics of the securities to which they relate.
30.4.	Name and address 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.
30.5.	Stabilisation: where an issuer or a selling shareholder has granted an over-allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offer:
30.6.	The fact that stabilisation may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at any time,
30.7.	The beginning and the end of the period during which stabilisation may occur,
30.8.	The identity of the stabilisation manager for each relevant jurisdiction unless this is not known at the time of publication,
30.9.	The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail.
31.	KEY INFORMATION ABOUT THE ISSUE OF THE DEPOSITORY RECEIPTS
31.1.	Reasons for the offer and use of proceeds
31.1.1.	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.
31.2.	Interest of natural and legal persons involved in the issue/offer
31.2.1.	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.
31.3.	Risk factors
31.3.1.	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”.
32.	EXPENSE OF THE ISSUE/OFFER OF THE DEPOSITORY RECEIPTS
32.1.	The total net proceeds and an estimate of the total expenses of the issue/offer.

ANNEX XI

Minimum Disclosure Requirements for the Banks Registration Document (schedule)

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, 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, details if material.
3.	RISK FACTORS
3.1.	Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under the securities to investors in a section headed "Risk Factors".
4.	INFORMATION ABOUT THE ISSUER
4.1.	History and development of the Issuer:
4.1.1.	the legal and commercial name of the issuer;
4.1.2.	the place of registration of the issuer and its registration number;
4.1.3.	the date of incorporation and the length of life of the issuer, except where indefinite;
4.1.4.	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);
4.1.5.	Any recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer’s solvency.
5.	BUSINESS OVERVIEW
5.1.	Principal activities:
5.1.1.	A brief description of the issuer’s principal activities stating the main categories of products sold and/or services performed;
5.1.2.	An indication of any significant new products and/or activities.
5.1.3.	Principal markets A brief description of the principal markets in which the issuer competes.
5.1.4.	The basis for any statements in the registration document 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 of the issuer's position within it.
6.2.	If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence.
7.	TREND INFORMATION
7.1.	Include 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. In the event that the issuer is unable to make such a statement, provide details of this material adverse change.
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 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; 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.
9.	ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES
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 the 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.
9.2.	Administrative, Management, and Supervisory bodies conflicts of interests Potential conflicts of interests between any duties to the issuing entity 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, make a statement to that effect.
10.	MAJOR SHAREHOLDERS
10.1.	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.
10.2.	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.
11.	FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
11.1.	Historical Financial Information: Audited historical financial information covering the latest 2 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. 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 Community. 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 most recent year's 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. If the issuer has been operating in its current sphere of economic activity for less than one year, the audited historical financial information covering that period must be prepared in accordance with the standards applicable to annual financial statements under Regulation (EC) No 1606/2002, or if not applicable to a Member State national accounting standards where the issuer is an issuer from the Community. 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 the following: (a) the balance sheet; (b) the income statement; (c) in the case of an admission of securities to trading on a regulated market only, a cash flow statement; (d) the 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.
11.2.	Financial statements If the issuer prepares both own and consolidated financial statements, include at least the consolidated financial statements in the registration document.
11.3.	Auditing of historical annual financial information
11.3.1.	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.
11.3.2.	An indication of other information in the registration document which has been audited by the auditors.
11.3.3.	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.
11.4.	Age of latest financial information
11.4.1.	The last year of audited financial information may not be older than 18 months from the date of the registration document.
11.5.	Interim and other financial information
11.5.1	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.
11.5.2.	If the registration document is dated more than nine months after the end of the last audited financial year, it must contain interim financial information, covering at least the first six months of the financial year. If the interim financial information is unaudited state that fact. 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 years end balance sheet.
11.6.	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.
11.7.	Significant change in the issuer’s financial position A description of any significant change in the financial 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 an appropriate negative statement.
12.	MATERIAL CONTRACTS A brief summary of all material contracts that are not entered into in the ordinary course of the issuer's business, which could result in any group member being under an obligation or entitlement that is material to the issuer’s ability to meet its obligation to security holders in respect of the securities being issued.
13	THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST
13.1	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 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 Registration Document.
13.2	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, the issuer shall identify the source(s) of the information.
14.	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 of the issuer and its subsidiary undertakings for each of the two 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.

ANNEX XII

Minimum Disclosure Requirements for the Securities Note for derivative securities (schedule)

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”. 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, 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 and an estimate of the total expenses of the issue/offer.
4.	INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ ADMITTED TO TRADING
4.1	Information concerning the securities
4.1.1.	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.
4.1.2	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 unless the securities have a denomination per unit of at least EUR 50 000 or can only be acquired for at least EUR 50 000 per security.
4.1.3	Legislation under which the securities have been created.
4.1.4	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.
4.1.5	Currency of the securities issue.
4.1.6	Ranking of the securities being offered and/or admitted to trading, including summaries 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, including any limitations of these, attached to the securities 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 virtue of which the securities have been or will be created and/or issued.
4.1.9	The issue date of the securities.
4.1.10	A description of any restrictions on the free transferability of the securities.
4.1.11	- The expiration or maturity date of the derivative securities - The exercise date or final reference date
4.1.12	A description of the settlement procedure of the derivative securities.
4.1.13	A description of how any return on derivative securities takes place, the payment or delivery date, and the way it is calculated.
4.1.14	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: (a) Information on taxes on the income from the securities withheld at source, (b) Indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
4.2	Information concerning the underlying
4.2.1	The exercise price or the final reference price of the underlying.
4.2.2	A statement setting out the type of the underlying and details of where information on the underlying can be obtained - an indication where information about the past and the further performance of the underlying and its volatility can be obtained - where the underlying is a security: • the name of the issuer of the security • the ISIN (International Security Identification Number) or other such security identification code - where the underlying is an index • the name of the index and a description of the index if it is composed by the issuer. If the index is not composed by the issuer, where information about the index can be obtained - where the underlying is an interest rate: • a description of the interest rate - others Where the underlying does not fall within the categories specified above the securities note shall contain equivalent information. - where the underlying is a basket of underlyings: • disclosure of the relevant weightings of each underlying in the basket
4.2.3	A description of any market disruption or settlement disruption events that affect the underlying.
4.2.4	Adjustment rules with relation to events concerning the underlying.
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; if the amount is not fixed, description of the arrangements and time for announcing to the public the amount of the 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	Details of the minimum and/or maximum amount of application, (whether in number of securities or aggregate amount to invest).
5.1.5	Method and time limits for paying up the securities and for delivery of the securities.
5.1.6	A full description of the manner and date in which results of the offer are to be made public.
5.2	Plan of distribution and allotment
5.2.1	The various categories of potential investors to which the securities are offered. If the offer is being made simultaneously in the markets of two or more countries 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 indication whether dealing may begin before notification is made.
5.3.	Pricing Indication of the expected price at which the securities will be offered or the method of determining the price and the process for its disclosure. Indicate the amount of any expenses and taxes specifically charged to the subscriber or purchaser.
5.4.	Placing and Underwriting
5.4.1	Name and address of the co-ordinator(s) of the global offer and of single parts of the offer and, to the extent 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	Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under “best efforts” arrangements. 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.
5.4.5	Name and address of a calculation agent.
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 shall be mentioned, without creating the impression that the admission to trading necessarily will be approved. If known, the earliest dates on which the securities will be admitted to trading shall be given.
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	Name and address 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.	ADDITIONAL INFORMATION
7.1.	If advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted.
7.2.	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.
7.3.	Where a statement or report attributed to a person as an expert is included in the 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 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 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

Minimum Disclosure Requirements for the Securities Note for debt securities with a denomination per unit of at least EUR 50 000

(Schedule)

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 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 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 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, detailing the persons involved and the nature of the interest.
4	INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING
4.1	Total amount of securities being admitted to trading.
4.2	A description of the type and the class of the securities being admitted to trading, including the ISIN (International Security Identification Number) or other such security identification code.
4.3	Legislation under which the securities have been created.
4.4	An indication of whether the securities are in registered or bearer form and whether the securities are in certificated or book-entry form. In the latter case, name and address of the entity in charge of keeping the records.
4.5	Currency of the securities issue.
4.6	Ranking of the securities being admitted to trading, including summaries 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, including any limitations of these, attached to the securities and procedure for the exercise of said rights.
4.8	The nominal interest rate and provisions relating to interest payable. - The date from which interest becomes payable and the due dates for interest. - The time limit on the validity of claims to interest and repayment of principal Where the rate is not fixed, description of the underlying on which it is based and of the method used to relate the two. - A description of any market disruption or settlement disruption events that affect the underlying - Adjustment rules with relation to events concerning the underlying - Name of the calculation agent
4.9	Maturity date and arrangements for the amortization of the loan, including the repayment procedures. Where advance amortization is contemplated, on the initiative of the issuer or of the holder, it must be described, stipulating amortization terms and conditions.
4.10	An indication of yield.
4.11	Representation of debt security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of where investors may have access to the contracts relating to these forms of representation.
4.12	A statement of the resolutions, authorisations and approvals by virtue of which the securities have been created and/or issued.
4.13	The issue date of the securities.
4.14	A description of any restrictions on the free transferability of the securities.
5	ADMISSION TO TRADING AND DEALING ARRANGEMENTS
5.1	Indication of the market where the securities will be traded and for which prospectus has been published. If known, give the earliest dates on which the securities will be admitted to trading.
5.2	Name and address of any paying agents and depository agents in each country.
6	EXPENSE OF THE ADMISSION TO TRADING
	An estimate of the total expenses related to the admission to trading.
7	ADDITIONAL INFORMATION
7.1	If advisors are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted.
7.2	An indication of other information in the Securities Note which has been audited or 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 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 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	Credit ratings assigned to an issuer or its debt securities at the request or with the co-operation of the issuer in the rating process.

ANNEX XIV

Additional information building block on underlying share for some equity securities

1.	Description of the underlying share
1.1	Describe the type and the class of the shares
1.2	Legislation under which the shares have been or will be created
1.3	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
1.4	Indication of the currency of the shares issue
1.5	A description of the rights, including any limitations of these, attached to the securities 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 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
1.8	Description of any restrictions on the free transferability of the shares
1.9	Indication of the existence of any mandatory takeover bids/or squeeze-out and sell-out rules in relation to the shares
1.10	Indication of public takeover bids by third parties in respect of the issuer’s equity, which 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
1.11	Impact on the issuer of the underlying share of the exercise of the right and potential dilution effect for the shareholders
2.	When the issuer of the underlying is an entity belonging to the same group, the information to provide on this issuer is the one required by the share Registration Document schedule.

ANNEX XV

Minimum disclosure requirements for the registration document for securities issued by collective investment undertakings of the closed-end type (schedule)

In addition to the information required in this schedule, the collective investment undertaking must provide the following information as required under paragraphs and items 1, 2, 3, 4, 5.1, 7, 9.1, 9.2.1, 9.2.3, 10.4, 13, 14, 15, 16, 17.2, 18, 19, 20, 21, 22, 23, 24, 25 in annex I (minimum disclosure requirements for the share Registration Document schedule).

1.0	Investment Objective and Policy
1.1.	A detailed description of the investment objective and policy which the collective investment undertaking will pursue and a description of how that investment objective and policy may be varied including any circumstances in which such variation requires the approval of investors. A description of any techniques and instruments that may be used in the management of the collective investment undertaking.
1.2	The borrowing and/or leverage limits of the collective investment undertaking. If there are no such limits, include a statement to that effect.
1.3	The regulatory status of the collective investment undertaking together with the name of any regulator in its country of incorporation.
1.4	The profile of a typical investor for whom the collective investment undertaking is designed.
2.	Investment Restrictions
2.1	A statement of the investment restrictions which apply to the collective investment undertaking, if any, and an indication of how the holders of securities will be informed of the actions that the investment manager will take in the event of a breach.
2.2	Where more than 20% of the gross assets of any collective investment undertaking (except where items 2.3 or 2.5 apply) may be: (a) invested in, either directly or indirectly, or lent to any single underlying issuer (including the underlying issuer’s subsidiaries or affiliates); or (b) invested in one or more collective investment undertakings which may invest in excess of 20% of its gross assets in other collective investment undertakings (open-end and/or closed-end type); or (c) exposed to the creditworthiness or solvency of any one counterparty (including its subsidiaries or affiliates); the following information must be disclosed: (i) information relating to each underlying issuer/collective investment undertaking/counterparty as if it were an issuer for the purposes of the minimum disclosure requirements for the share Registration Document schedule (in the case of (a)) or minimum disclosure requirements for the registration document schedule for securities issued by collective investment undertaking of the closed-end type (in the case of (b)) or the minimum disclosure requirements for the debt and derivative securities with an individual denomination per unit of at least EUR 50 000 Registration Document schedule (in the case of (c)); or (ii) if the securities issued by the underlying issuer/collective investment undertaking/counterparty have already been admitted to trading on a regulated or 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. This requirement shall not apply where the 20% is exceeded due to appreciations or depreciations, changes in exchange rates, or by reason of the receipt of rights, bonuses, benefits in the nature of capital or by reason of any other action affecting every holder of that investment, provided the investment manager has regard to the threshold when considering changes in the investment portfolio.
2.3	Where a collective investment undertaking may invest in excess of 20% of its gross assets in other collective investment undertakings (open ended and/or closed ended), a description of if and how risk is spread in relation to those investments. In addition, item 2.2 shall apply, in aggregate, to its underlying investments as if those investments had been made directly.
2.4.	With reference to point (c) of item 2.2 , if collateral is advanced to cover that portion of the exposure to any one counterparty in excess of 20% of the gross assets of the collective investment undertaking, details of such collateral arrangements.
2.5	Where a collective investment undertaking may invest in excess of 40% of its gross assets in another collective investment undertaking either of the following must be disclosed: (a) information relating to each underlying collective investment undertaking as if it were an issuer under minimum disclosure requirements for the registration document schedule for securities issued by collective investment undertaking of the closed-end type; (b) if securities issued by an underlying collective investment undertaking have already been admitted to trading on a regulated or 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.
2.6	Physical Commodities Where a collective investment undertaking invests directly in physical commodities a disclosure of that fact and the percentage that will be so invested.
2.7.	Property Collective investment undertakings. Where a collective investment undertaking is a property collective investment undertaking, disclosure of that fact, the percentage of the portfolio that is to be invested in the property, as well as a description of the property and any material costs relating to the acquisition and holding of such property. In addition, a valuation report relating to the properties must be included. Disclosure of item 4.1. applies to: (a) the valuation entity; (b) any other entity responsible for the administration of the property.
2.8	Derivatives Financial instruments/Money Market Instruments/Currencies Where a collective investment undertaking invests in derivatives financial instruments, money market instruments or currencies other than for the purposes of efficient portfolio management (i.e. solely for the purpose of reducing, transferring or eliminating investment risk in the underlying investments of a collective investment undertaking, including any technique or instrument used to provide protection against exchange and credit risks), a statement whether those investments are used for hedging or for investment purposes, and a description of if and how risk is spread in relation to those investments.
2.9.	Item 2.2 does not apply to investment in securities issued or guaranteed by a government, government agency or instrumentality of any Member State, its regional or local authorities, or OECD Member State.
2.10.	Point (a) of item 2.2 does not apply to a collective investment undertaking whose investment objective is to track, without material modification, that of a broadly based and recognised published index. A description of the composition of the index must be provided.
3	The applicant’s service providers
3.1.	The actual or estimated maximum amount of all material fees payable directly or indirectly by the collective investment undertaking for any services under arrangements entered into on or prior to the date of the registration document and a description of how these fees are calculated.
3.2.	A description of any fee payable directly or indirectly by the collective investment undertaking which cannot be quantified under item 3.1 and which is or may be material.
3.3.	If any service provider to the collective investment undertaking is in receipt of any benefits from third parties (other than the collective investment undertaking) by virtue of providing any services to the collective investment undertaking, and those benefits may not accrue to the collective investment undertaking, a statement of that fact, the name of that third party, if available, and a description of the nature of the benefits.
3.4.	The name of the service provider which is responsible for the determination and calculation of the net asset value of the collective investment undertaking.
3.5.	A description of any material potential conflicts of interest which any of the service providers to the collective investment undertaking may have as between their duty to the collective investment undertaking and duties owed by them to third parties and their other interests. A description of any arrangements which are in place to address such potential conflicts.
4.	Investment Manager/ Advisers
4.1.	In respect of any Investment Manager such information as is required to be disclosed under items 5.1.1 to 5.1.4 and, if material, under item 5.1.5 of Annex I together with a description of its regulatory status and experience.
4.2.	In respect of any entity providing investment advice in relation to the assets of the collective investment undertaking, the name and a brief description of such entity.
5.	Custody
5.1.	A full description of how the assets of the collective investment undertaking will be held and by whom and any fiduciary or similar relationship between the collective investment undertaking and any third party in relation to custody: Where a custodian, trustee, or other fiduciary is appointed (a) such information as is required to be disclosed under items 5.1.1 to 5.1.4 and, if material, under item 5.1.5 of Annex I; (b) a description of the obligations of such party under the custody or similar agreement; (c) any delegated custody arrangements; (d) the regulatory status of such party and delegates.
5.2.	Where any entity other than those entities mentioned in item 5.1, holds any assets of the collective investment undertaking, a description of how these assets are held together with a description of any additional risks.
6.	Valuation
6.1.	A description of how often, and the valuation principles and the method by which, the net asset value of the collective investment undertaking will be determined, distinguishing between categories of investments and a statement of how such net asset value will be communicated to investors.
6.2.	Details of all circumstances in which valuations may be suspended and a statement of how such suspension will be communicated or made available to investors.
7	Cross Liabilities
7.1.	In the case of an umbrella collective investment undertaking, a statement of any cross liability that may occur between classes or investments in other collective investment undertakings and any action taken to limit such liability.
8.	Financial Information
8.1.	Where, since the date of incorporation or establishment, 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. Where a collective investment undertaking has commenced operations, the provisions of item 20 of Annex I on the Minimum Disclosure Requirements for the share Registration Document apply.
8.2.	A comprehensive and meaningful analysis of the collective investment undertaking’s portfolio (if un-audited, clearly marked as such).
8.3.	An indication of the most recent net asset value per security must be included in the securities note schedule (and, if un-audited, clearly marked as such).

ANNEX XVI

Minimum Disclosure Requirements for the Registration Document for securities issued by Member States, third countries and their regional and local authorities (schedule)

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, 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	RISK FACTORS Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under the securities to investors in a section headed "Risk Factors".
3.	INFORMATION ABOUT THE ISSUER
3.1.	the legal name of the issuer and a brief description of the issuer’s position within the national governmental framework
3.2.	the domicile or geographical location and legal form of the issuer and its contact address and telephone number;
3.3.	any recent events relevant to the evaluation of the issuer’s solvency.
3.4.	a description of the issuer’s economy including: (a) the structure of the economy with details of the main sectors of the economy, (b) gross domestic product with a breakdown by the issuer’s economic sectors over for the previous two fiscal years.
3.5.	a general description of the issuer’s political system and government including details of the governing body of the issuer.
4.	PUBLIC FINANCE AND TRADE Information on the following for the two fiscal years prior to the date of the registration document: (a) the tax and budgetary systems, (b) gross public debt including a summary of the debt, the maturity structure of outstanding debt (particularly noting debt with a residual maturity of less than one year) and debt payment record, and of the parts of debt denominated in the domestic currency of the issuer and in foreign currencies, (c) foreign trade and balance of payment figures, (d) foreign exchange reserves including any potential encumbrances to such foreign exchange reserves as forward contracts or derivatives, (e) financial position and resources including liquid deposits available in domestic currency, (f) income and expenditure figures, Description of any auditing or independent review procedures on the accounts of the issuer.
5.	SIGNIFICANT CHANGE
5.1.	Details of any significant changes to the information provided pursuant to item 4 which have occurred since the end of the last fiscal year, or an appropriate negative statement.
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 financial position, or provide an appropriate negative statement.
6.2	Information on any immunity the issuer may have from legal proceedings.
7.	STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST 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 and qualifications. 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 registration document. To the extent known to the issuer, provide information in respect of any interest relating to such expert which may have an effect on the independence of the expert in the preparation of the report.
8.	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) financial and audit reports for the issuer covering the last two fiscal years and the budget for the current fiscal year; (b) all reports, letters, and other documents, 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.

ANNEX XVII

Minimum Disclosure Requirements for the Registration Document for securities issued by Public International Bodies and for debt securities guaranteed by a member state of the OECD (schedule)

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 materially affect its import. As the case may be, 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.	RISK FACTORS Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under the securities to investors in a section headed “Risk Factors”.
3.	INFORMATION ABOUT THE ISSUER
3.1	The legal name of the issuer and a brief description of the issuer’s legal status;
3.2	the location of the principal office and the legal form of the issuer and its contact address and telephone number;
3.3	details of the governing body of the issuer and a description of its governance arrangements, if any;
3.4	a brief description of the issuer’s purpose and functions;
3.5	the sources of funding, guarantees and other obligations owed to the issuer by its members;
3.6	any recent events relevant to the evaluation of the issuer’s solvency;
3.7	a list of the issuer’s members.
4.	FINANCIAL INFORMATION
4.1	The two most recently published audited annual financial statements prepared in accordance with the accounting and auditing principles adopted by the issuer, and a brief description of those accounting and auditing principles. Details of any significant changes to the issuer’s financial position which has occurred since the end of the latest published audited annual financial statement, or an appropriate negative statement.
5.	LEGAL AND ARBITRATION PROCEEDINGS
5.1	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 are likely to have, or have had in the recent past, significant effects on the issuer’s financial position, or provide an appropriate negative statement.
5.2	Information on any immunity the issuer may have from legal proceedings pursuant to its constituent document.
6.	STATEMENT BY EXPERTS AND DECLARATION OF ANY INTERESTS 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 and qualifications. 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. To the extent known to the issuer, provide information in respect of any conflict of interests relating to such expert which may have an effect on the independence of the expert in the preparation of the report.
7.	DOCUMENTS ON DISPLAY A statement that for the life of the Registration Document the following documents (or copies thereof), where applicable, will be made available on request: (a) annual and audit reports of the issuer for each of the last two financial years prepared in accordance with the accounting and auditing principles adopted by the issuer; (b) all reports, letters, and other documents, 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 issuer’s constituent document. An indication of where the documents on display may be inspected, by physical or electronic means.

ANNEX XVIII

Table of combinations

ANNEX XVIII	REGISTRATION DOCUMENT
ANNEX XVIII	Schedules					Building block
TYPES OF SECURITIES	SHARE	DEBT AND DERIVATIVE (< EUR 50 000)	DEBT AND DERIVATIVE (> OR = EUR 50 000)	ASSET BACKED SEC.	BANKS DEBT AND DERIVATIVE	PUB FORMA INFORMATION
Shares (preference shares, redeemable shares, shares with preferential subscription rights; etc...)
Bonds (vanilla bonds, income bonds, structured bonds, etc...) with a denomination of less than EUR 50 000		OR			OR
Bonds (vanilla bonds, income bonds, structured bonds, etc...) with a denomination of at least EUR 50 000			OR		OR
Debt securities guaranteed by a third party		OR	OR		OR
Derivative sec. guaranteed by a third party		OR	OR		OR
Asset backed securities
Bonds exchangeable or convertible into third party shares or issuers' or group shares which are admitted on a regulated market		OR	OR		OR
Bonds exchangeable or convertible into the issuer's shares not admitted on a regulated market
Bonds exchangeable or convertible into group's shares not admitted on a regulated market		OR	OR		OR
Bonds with warrants to acquire the issuer's shares not admitted to trading on a regulated market
Shares with warrants to acquire the issuer's shares not admitted to trading on a regulated market
Derivatives sec. giving the right to subscribe or to acquire the issuer's shares not admitted on a regulated market
Derivatives sec. giving the right to acquire group's shares not admitted on a regulated market		OR	OR		OR
Derivatives sec. giving the right to subscribe or to acquire issuer's or group shares which are admitted on a regulated market and derivatives sec. linked to any other underlying than issuer's or group shares which are not admitted on a regulated market (including any derivatives sec. entitling to cash settlement)		OR	OR		OR

ANNEX XVIII	REGISTRATION DOCUMENT
ANNEX XVIII	SCHEDULES
TYPES OF SECURITIES	COLLECTIVE INVESTMENT UNDERTAKING OF THE CLOSED-END TYPE	STATES AND THEIR REGIONAL AND LOCAL AUTHORITIES	PUBLIC INTERNATIONAL BODIES/Debt securities guaranteed by a member state of the OECD
Shares (preference shares, redeemable shares, shares with preferential subscription rights; etc...)
Bonds (vanilla bonds, income bonds, structured bonds, etc with a denomination of less than EUR 50 000
Bonds (vanilla bonds, income bonds, structured bonds, etc) with a denomination of at least EUR 50 000
Debt securities guaranteed by a third party
Derivative sec. guaranteed by a third party
Asset backed securities
Bonds exchangeable or convertible into third party shares or issuers' or group shares which are admitted on a regulated market
Bonds exchangeable or convertible into the issuer's shares not admitted on a regulated market
Bonds exchangeable or convertible into group's shares not admitted on a regulated market
Bonds with warrants to acquire the issuer's shares not admitted to trading on a regulated market
Shares with warrants to acquire the issuer's shares not admitted to trading on a regulated market
Derivatives sec. giving the right to subscribe or to acquire the issuer's shares not admitted on a regulated market
Derivatives sec. giving the right to acquire group's shares not admitted on a regulated market
Derivatives sec. giving the right to subscribe or to acquire issuer's or group shares which are admitted on a regulated market and derivatives sec. linked to any other underlying than issuer's or group shares which are not admitted on a regulated market (including any derivatives sec. entitling to cash settlement)

ANNEX XVIII	SECURITIES NOTE
ANNEX XVIII	SCHEDULES				ADDITIONAL BUILDING BLOCKS
TYPES OF SECURITIES	SHARE	DEBT (< EUR 50 000)	DEBT (> or = EUR 50 000)	DERIVATIVES SEC.	GUARANTEES	ASSET BACKED SEC.	UNDERLYING SHARE
Shares (preference shares, redeemable shares, shares with preferential subscription rights; etc...)
Bonds (vanilla bonds, income bonds, structured bonds, etc with a denomination of less than EUR 50 000
Bonds (vanilla bonds, income bonds, structured bonds, etc) with a denomination of at least EUR 50 000
Debt securities guaranteed by a third party		OR	OR
Derivative sec. guaranteed by a third party
Asset backed securities		OR	OR
Bonds exchangeable or convertible into third party shares or issuers' or group shares which are admitted on a regulated market		OR	OR	only item 4.2.2
Bonds exchangeable or convertible into the issuer's shares not admitted on a regulated market		OR	OR
Bonds exchangeable or convertible into group's shares not admitted on a regulated market		OR	OR
Bonds with warrants to acquire the issuer's shares not admitted to trading on a regulated market		OR	OR	AND except item 4.2.2
Shares with warrants to acquire the issuer's shares not admitted to trading on a regulated market				AND except item 4.2.2
Derivatives sec. giving the right to subscribe or to acquire the issuer's shares not admitted on a regulated market				except item 4.2.2
Derivatives sec. giving the right to acquire group's shares not admitted on a regulated market				except item 4.2.2
Derivatives sec. giving the right to subscribe or to acquire issuer's or group shares which are admitted on a regulated market and derivatives sec. linked to any other underlying than issuer's or group shares which are not admitted on a regulated market (including any derivatives sec. entitling to cash settlement)

PERG 8.4.26G01/07/2005

An explanation of the terms of an agreement or of the consequences of taking a particular course of action can be merely factual information unless it includes or is accompanied by encouragement to enter into the agreement or take the course of action. The mere fact that the explanation may present the investment in a good light or otherwise influence the recipient will not make it an inducement. Where such communications are financial promotions they may fall under one of the

COLL 4.2.5R06/11/2006

This table belongs to COLL 4.2.2 R (Publishing the prospectus).

Document status
1	A statement that the document is the prospectus of the authorised fund valid as at a particular date (which shall be the date of the document).
Authorised fund
2	A description of the authorised fund including:
	(a)	its name;
	(b)	whether it is an ICVC or an AUT and that:
		(i)	unitholders are not liable for the debts of the authorised fund;
		(ii)	for an ICVC, a statement that the sub-funds of a scheme which is an umbrella are not 'ring fenced' and in the event of the umbrella being unable to meet liabilities attributable to any particular sub-fund out of the assets attributable to that sub-fund, that the remaining liabilities may have to be met out of the assets attributable to other sub-funds;
	3(ba)	whether it is a UCITS scheme or a non-UCITS retail scheme;
	(c)	for an ICVC, the address of its head office and the address of the place in the United Kingdom for service on the ICVC of notices or other documents required or authorised to be served on it;
	(d)	the effective date of the authorisation order made by the FSA and relevant details of termination, if the duration of the authorised fund is limited;
	(e)	its base currency;
	(f)	for an ICVC, the maximum and minimum sizes of its capital; and
	(g)	the circumstances in which it may be wound up under the rules and a summary of the procedure for, and the rights of unitholders under, such a winding up
Investment objectives and policy
3	The following particulars of the investment objectives and policy of the authorised fund:
	(a)	the investment objectives, including its financial objectives;
	(b)	the authorised fund's investment policy for achieving those investment objectives, including the general nature of the portfolio and, if appropriate, any intended specialisation;
	(c)	an indication of any limitations on that investment policy;
	(d)	the description of assets which the capital property may consist of;
	(e)	the proportion of the capital property which may consist of an asset of any description;
	(f)	the description of transactions which may be effected on behalf of the authorised fund and an indication of any techniques and instruments or borrowing powers which may be used in the management of the authorised fund;
	(g)	a list of the eligible markets through which the authorised fund may invest or deal in accordance with COLL 5.2.10 R (2)(b) (Eligible markets: requirements);
	(h)	for an ICVC, a statement as to whether it is intended that the scheme will have an interest in any immovable property or movable property ((in accordance with COLL 5.6.4 R (2) (Investment powers: general) or COLL 5.2.8 R (2) (UCITS schemes: general)) for the direct pursuit of the ICVC's business;
	(i)	where COLL 5.2.12 R (3) (Spread: government and public securities) applies, a prominent statement as to the fact that more than 35% of the scheme property is or may be invested in government and public securities and the names of the individual states, local authorities or public international bodies in whose securities the authorised fund may invest more than 35% of the scheme property;


	(k)	for an authorised fund which may invest in other schemes, the extent to which the scheme property may be invested in the units of schemes which are managed by the authorised fund manager or by its associate;
	(l)	where a scheme invests principally in scheme units, deposits or derivatives, or replicates an index in accordance with COLL 5.2.31 R or COLL 5.6.23 R (Schemes replicating an index), a prominent statement regarding this investment policy;
	(m)	where derivatives transactions may be used in a scheme, a prominent statement as to whether these transactions are for the purposes of hedging or meeting the investment objectives or both and the possible outcome of the use of derivatives on the risk profile of the scheme;
	(n)	information concerning the profile of the typical investor for whom the scheme is designed;
	(o)	information concerning the historical performance of the scheme presented in accordance with COB 3.8.11 R (Specific non-real time financial promotions: past performance);
	(p)	for a non-UCITS retail scheme which invests in immovables, a statement of the countries or territories of situation of land or buildings in which the authorised fund may invest;
	(q)	for a UCITS scheme which invests a substantial portion of its assets in other schemes, a statement of the maximum level of management fees that may be charged to that UCITS scheme and to the schemes in which it invests;
	(r)	where the net asset value of a UCITS scheme is likely to have high volatility owing to its portfolio composition or the portfolio management techniques that may be used, a prominent statement to that effect; and
	(s)	for a UCITS scheme, a statement that any unitholder may obtain on request the types of information (which must be listed) referred to in COLL 4.2.3R (3) (Availability of prospectus and long report).
Reporting, distributions and accounting dates
4	Relevant details of the reporting, accounting and distribution information which includes:
	(a)	the accounting and distribution dates;
	(b)	procedures for:
		(i)	determining and applying income (including how any distributable income is paid);
		(ii)	unclaimed distributions; and
		(iii)	if relevant, calculating, paying and accounting for income equalisation;
	(c)	the accounting reference date and when the long report will be published in accordance with COLL 4.5.14 R (Publication and availability of annual and half-yearly long report); and
	(d)	when the short report will be sent to unitholders in accordance with COLL 4.5.13 R (Provision of short report).
Characteristics of the units
5	Information as to:
	(a)	where there is more than one class of unit in issue or available for issue, the name of each such class and the rights attached to each class in so far as they vary from the rights attached to other classes;
	(b)	where the instrument constituting the scheme provides for the issue of bearer certificates, that fact and what procedures will operate for them;
	(c)	how unitholders may exercise their voting rights and what these amount to;
	(d)	where a mandatory redemption, cancellation or conversion of units from one class to another may be required, in what circumstances it may be required; and
	(e)	for an AUT, the fact that the nature of the right represented by units is that of a beneficial interest under a trust.
Authorised fund manager
6	The following particulars of the authorised fund manager:
	(a)	its name;
	(b)	the nature of its corporate form;
	(c)	the date of its incorporation;
	(d)	the address of its registered office;
	(e)	the address of its head office, if that is different from the address of its registered office;
	(f)	if neither its registered office nor its head office is in the United Kingdom, the address of its principal place of business in the United Kingdom;
	(g)	if the duration of its corporate status is limited, when that status will or may cease; and
	(h)	the amount of its issued share capital and how much of it is paid up.
Directors of an ICVC, other than the ACD
7	Other than for the ACD:
	(a)	the names and positions in the ICVC of any other directors (if any); and
	(b)	the manner, amount and calculation of the remuneration of such directors.
Depositary
8	The following particulars of the depositary:
	(a)	its name;
	(b)	the nature of its corporate form;
	(c)	the address of its registered office;
	(d)	the address of its head office, if that is different from the address of its registered office;
	(e)	if neither its registered office nor its head office is in the United Kingdom, the address of its principal place of business in the United Kingdom; and
	(f)	a description of its principal business activity.
Investment adviser
9	If an investment adviser is retained in connection with the business of an authorised fund:
	(a)	its name; and
	(b)	where it carries on a significant activity other than providing services to the authorised fund as an investment adviser, what that significant activity is.
Auditor
10	The name of the auditor of the authorised fund.
Contracts and other relationships with parties
11	The following relevant details:
	(a)	for an ICVC:
		(i)	a summary of the material provisions of the contract between the ICVC and the ACD 3 which may be relevant to unitholders including provisions (if any) relating to remuneration, termination, compensation on termination and indemnity; 3
		(ii)	the main business activities of each of the directors (other than those connected with the business of the ICVC) where these are of significance to the ICVC's business;
		(iii)	if any director is a body corporate in a group of which any other corporate director of the ICVC is a member, a statement of that fact; 3
		(iv)	the main terms of each contract of service between the ICVC and a director in summary form; and3
		3(v)	for an ICVC that does not hold annual general meetings, a statement that copies of contracts of service between the ICVC and its directors, including the ACD, will be provided to a unitholder on request;
	(b)	the names of the directors of the authorised fund manager and the main business activities of each of the directors (other than those connected with the business of the authorised fund) where these are of significance to the authorised fund's business;
	(c)	a summary of the material provisions of the contract between the ICVC or the manager of the AUT and the depositary which may be relevant to unitholders, including provisions relating to the remuneration of the depositary;
	(d)	if an investment adviser retained in connection with the business of the authorised fund is a body corporate in a group of which any director of the ICVC or the manager of the AUT is a member, that fact;
	(e)	a summary of the material provisions of any contract between the authorised fund manager or the ICVC and any investment adviser which may be relevant to unitholders;
	(f)	if an investment adviser retained in connection with the business of the authorised fund has the authority of the authorised fund manager or the ICVC to make decisions on behalf of the authorised fund manager or the ICVC, that fact and a description of the matters in relation to which it has that authority;
	(g)	what functions (if any) the authorised fund manager has delegated and to whom; and
	(h)	in what capacity (if any), the authorised fund manager acts in relation to any other regulated collective investment schemes 2 and the name of such schemes. 2
Register of Unitholders
12	Details of:
	(a)	the address in the United Kingdom where the register of unitholders, and where relevant the plan register is kept and can be inspected by unitholders; and
	(b)	the registrar's name and address.
Payments out of scheme property
13	In relation to each type of payment from the scheme property, details of:
	(a)	who the payment is made to;
	(b)	what the payment is for;
	(c)	the rate or amount where available;
	(d)	how it will be calculated and accrued;
	(e)	when it will be paid; and
	(f)	where a performance fee is taken, examples of its operation in plain English and the maximum it can amount to.
Allocation of payments
14	If, in accordance with COLL 6.2.19 (Allocation of payments to income or capital), the authorised fund manager and the depositary have agreed that all or part of any income expense payments may be treated as a capital expense:
	(a)	that fact;
	(b)	the policy for allocation of these payments; and
	(c)	a statement that this policy may result in capital erosion or constrain capital growth.
Moveable and immovable property (ICVC only)
15	An estimate of any expenses likely to be incurred by the ICVC in respect of movable and immovable property in which the ICVC has an interest.
Valuation and pricing of scheme property
16	In relation to the valuation of scheme property and pricing of units 1: 1
	(a)	either:1 1
		(i)	in the case of a single-priced authorised fund,1 a provision that there must be only a single price for any unit as determined from time to time by reference to a particular valuation point; or1
		(ii)	1in the case of a dual-priced authorised fund, the authorised fund manager's policy for determining prices for the sale and redemption of units by reference to a particular valuation point and an explanation of how those prices may differ;
	(b)	details of:
		(i)	how the value of the scheme property is to be determined in relation to each purpose for which the scheme property must be valued;
		(ii)	how frequently and at what time or times of the day the scheme property will be regularly valued for dealing purposes and a description of any circumstance in which the scheme property may be specially valued;
		(iii)	where relevant, how the price of units of each class will be determined for dealing purposes; 1
		(iv)	where and at what frequency the most recent prices will be published; and
		(v)	1where relevant in the case of a dual-priced authorised fund, the authorised fund manager's policy in relation to large deals; and
	(c)	if provisions in (a) and (b) do not take effect when the instrument constituting the scheme or (where appropriate) supplemental trust deed takes effect, a statement of the time from which those provisions are to take effect or how it will be determined.
Dealing
17	The following particulars:
	(a)	the procedures, the dealing periods and the circumstances in which the authorised fund manager will effect:
		(i)	the sale and redemption of units and the settlement of transactions (including the minimum number or value of units which one person may hold or which may be subject to any transaction of sale or redemption) for each class of unit in the authorised fund; and
		(ii)	any direct issue or cancellation of units by an ICVC or by the trustee (as appropriate) through the authorised fund manager in accordance with COLL 6.2.7R (2) (Issue and cancellation of units through an authorised fund manager);
	(b)	the circumstances in which the redemption of units may be suspended;
	(c)	whether certificates will be issued in respect of registered units;
	(d)	the circumstances in which the authorised fund manager may arrange for, and the procedure for the issue or cancellation of units in specie;
	(e)	the investment exchanges (if any) on which units in the scheme are listed or dealt;
	(f)	the circumstances and conditions for issuing units in an authorised fund which limit the issue of any class of units in accordance with COLL 6.2.21 (Limited issue);
	(g)	the circumstances and procedures for the limitation or deferral of redemptions in accordance with COLL 6.2.16 (Limited redemption) or COLL 6.3.8 (Deferred redemption); and
	(h)	in a prospectus available during the period of any initial offer:
		(i)	the length of the initial offer period;
		(ii)	the initial price of a unit, which must be in the base currency;
		(iii)	the arrangements for issuing units during the initial offer, including the authorised fund manager's intentions on investing the subscriptions received during the initial offer;
		(iv)	the circumstances when the initial offer will end;
		(v)	whether units will be sold or issued in any other currency; and
		(vi)	any other relevant details of the initial offer .
Dilution
18	In the case of a single-priced authorised fund, details1 of what is meant by dilution including:
	(a)	a statement explaining:
		(i)	that it is not possible to predict accurately whether dilution is likely to occur; and
		(ii)	which of the policies the authorised fund manager is adopting under COLL 6.3.8 (1) (Dilution) together with an explanation of how this policy may affect the future growth of the authorised fund; and
	(b)	if the authorised fund manager may require a dilution levy or make a dilution adjustment, a statement of:
		(i)	the authorised fund manager's policy in deciding when to require a dilution levy, including the authorised fund manager's policy on large deals, or when to make a dilution adjustment;
		(ii)	the estimated rate or amount of any dilution levy or dilution adjustment based either on historical data or future projections; and
		(iii)	the likelihood that the authorised fund manager may require a dilution levy or make a dilution adjustment and the basis (historical or projected) on which the statement is made.
SDRT provision
19	An explanation of:
	(a)	what is meant by stamp duty reserve tax, SDRT provision and large deals; and
	(b)	the authorised fund manager's policy on imposing an SDRT provision including its policy on large deals, and the occasions, and the likely frequency of the occasions, in which an SDRT provision may be imposed and the maximum rate of it (a usual rate may also be stated).
Forward and historic pricing
20	The authorised fund manager's normal basis of pricing under COLL 6.3.9 (Forward and historic pricing).
Preliminary charge
21	Where relevant, a statement authorising the authorised fund manager to make a preliminary charge and specifying the basis for and current amount or rate of that charge.
Redemption charge
22	Where relevant, a statement authorising the authorised fund manager to deduct a redemption charge out of the proceeds of redemption; and if the authorised fund manager makes a redemption charge:
	(a)	the current amount of that charge or if it is variable, the rate or method of calculating it;
	(b)	if the amount, rate or method has been changed, that details of any previous amount, rate or method may be obtained from the authorised fund manager on request; and
	(c)	how the order in which units acquired at different times by a unitholder is to be determined so far as necessary for the purposes of the imposition of the redemption charge.
General information
23	Details of:
	(a)	the address at which copies of the instrument constituting the scheme, any amending instrument and the most recent annual and half-yearly long reports may be inspected and from which copies may be obtained;
	(b)	the manner in which any notice or document will be served on unitholders;
	(c)	the extent to which and the circumstances in which:
		(i)	the scheme is liable to pay or suffer tax on any appreciation in the value of the scheme property or on the income derived from the scheme property; and
		(ii)	deductions by way of withholding tax may be made from distributions of income to unitholders and payments made to unitholders on the redemption of units; 3
	(d)	for a UCITS scheme, any possible fees or expenses not described in paragraphs 13 to 22, distinguishing between those to be paid by a unitholder and those to be paid out of scheme property; and3 3
	3(e)	for an ICVC, whether or not annual general meetings will be held.
Information on the umbrella
24	In the case of a scheme which is an umbrella, the following information:
	(a)	that a unitholder is entitled to exchange units in one sub-fund for units in any other sub-fund (other than a sub-fund which has limited the issue of units);
	(b)	that an exchange of units in one sub-fund for units in any other sub-fund is treated as a redemption and sale and will, for persons subject to United Kingdom taxation, be a realisation for the purposes of capital gains taxation;
	(c)	that in no circumstances will a unitholder who exchanges units in one sub-fund for units in any other sub-fund be given a right by law to withdraw from or cancel the transaction;
	(d)	the policy for allocating between sub-funds any assets of, or costs, charges and expenses payable out of, the scheme property which are not attributable to any particular sub-fund;
	(e)	what charges, if any, may be made on exchanging units in one sub-fund for units in any other sub-fund;
	(f)	for each sub-fund, the currency in which the scheme property allocated to it will be valued and the price of units calculated and payments made, if this currency is not the base currency of the scheme which is an umbrella; and
	(g)	if there are units for less than two sub-funds in issue, the effect of COLL 3.2.7 R (Umbrella scheme with only one sub-fund).
Application of the prospectus contents to an umbrella
25	For a scheme which is an umbrella, information required must be stated:
	(a)	in relation to each sub-fund where the information for any sub-fund differs from that for any other; and
	(b)	for the umbrella as a whole, but only where the information is relevant to the umbrella as a whole.
Marketing in another EEA state
26	A prospectus of a UCITS scheme which is prepared for the purpose of marketing units in a EEA State other than the United Kingdom, must give details as to:
	(a)	what special arrangements have been made:
		(i)	for paying in that EEA State amounts distributable to unitholders resident in that EEA State;
		(ii)	for redeeming in that EEA State the units of unitholders resident in that EEA State;
		(iii)	for inspecting and obtaining copies in that EEA State of the instrument constituting the scheme and amendments to it, the prospectus and the annual and half-yearly long report; and
		(iv)	for making public the price of units of each class; and
	(b)	how the ICVC or the manager of an AUT will publish in that EEA State notice:
		(i)	that the annual and half-yearly long report are available for inspection;
		(ii)	that a distribution has been declared;
		(iii)	of the calling of a meeting of unitholders; and
		(iv)	of the termination of the authorised fund or the revocation of its authorisation.
Additional information
27	Any other material information which is within the knowledge of the directors of an ICVC or the manager of an AUT, or which the directors or manager would have obtained by making reasonable enquiries, including but not confined to, the following matters:
	(a)	information which investors and their professional advisers would reasonably require, and reasonably expect to find in the prospectus, for the purpose of making an informed judgement about the merits of investing in the authorised fund and the extent and characteristics of the risks accepted by so participating;
	(b)	a clear and easily understandable explanation of any risks which investment in the authorised fund may reasonably be regarded as presenting for reasonably prudent investors of moderate means;
	(c)	if there is any arrangement intended to result in a particular capital or income return from a holding of units in the authorised fund or any investment objective of giving protection to the capital value of, or income return from, such a holding:
		(i)	details of that arrangement or protection;
		(ii)	for any related guarantee, sufficient details about the guarantor and the guarantee to enable a fair assessment of the value of the guarantee;
		(iii)	a description of the risks that could affect achievement of that return or protection; and
		(iv)	details of the arrangements by which the authorised fund manager will notify unitholders of any action required by the unitholders to obtain the benefit of the guarantee; and
	(d)	whether any notice has been given to unitholders of the authorised fund manager intention to propose a change to the scheme and if so, its particulars.

COLL 5.2.22R01/03/2005

(1) No agreement by or on behalf of a UCITS scheme to dispose of property or rights may be made unless:(a) the obligation to make the disposal and any other similar obligation could immediately be honoured by the UCITS scheme by delivery of property or the assignment (or, in Scotland, assignation) of rights; and(b) the property and rights at (a) are owned by the UCITS scheme at the time of the agreement.(2) Paragraph (1) does not apply to a deposit.(3) Paragraph (1) does not apply

Related provisions for CASS 1.5.3

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Schedule to the Recognition Requirements Regulations, Part II

Information and supporting documentation (see REC 5.2.4 G).