Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (Text with EEA relevance)
Corrected by
ANNEX XMinimum disclosure requirements for the depository receipts issued over shares (schedule)INFORMATION ABOUT THE ISSUER OF THE UNDERLYING SHARES1.PERSONS RESPONSIBLE1.1.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 AUDITORS2.1.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 INFORMATION3.1.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 FACTORSProminent disclosure of risk factors that are specific to the issuer or its industry in a section headed "Risk Factors".5.INFORMATION ABOUT THE ISSUER5.1.History and development of the issuer5.1.1.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.Investments5.2.1.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 OVERVIEW6.1.Principal Activities6.1.1.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 MarketsA 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.ORGANISATIONAL STRUCTURE7.1.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 EQUIPMENT8.1.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 REVIEW9.1.Financial conditionTo 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 results9.2.1.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 RESOURCES10.1.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 LICENCESWhere 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 INFORMATION12.1.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 ESTIMATESIf 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 MANAGEMENT14.1.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 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 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 interestsPotential conflicts of interests between any duties to the issuer of the persons referred to in the first subparagraph 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 subparagraph of item 14.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management.15.REMUNERATION AND BENEFITSIn relation to the last full financial year for those persons referred to in points (a) and (d) of the first subparagraph of item 14.1:15.1.The amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted, to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its subsidiaries by any person.This information must be provided on an individual basis unless individual disclosure is not required in the issuer’s home country 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 PRACTICESIn 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.EMPLOYEES17.1.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 optionsWith 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 SHAREHOLDERS18.1.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 TRANSACTIONSDetails 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 LOSSES20.1.Historical financial informationAudited 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 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 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 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 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.20.1aThis paragraph may be used only for issues of depository receipts having a denomination per unit of at least EUR 50000.Audited historical financial information covering the latest three 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 statementsIf 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 information20.3.1.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 information20.4.1.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 information20.5.1.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 policyA 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 proceedingsInformation 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 positionA 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 INFORMATION21.1.Share capitalThe 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 Association21.2.1.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 CONTRACTSA 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 INTEREST23.1.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 DISPLAYA 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 HOLDINGS25.1.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 RECEIPTS26.1.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 SHARES27.1.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 rightsPre-emption rights in offers for subscription of securities of the same classRight to share in the issuer’s profitsRights to share in any surplus in the event of liquidationRedemption provisionsConversion 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 share holders if any27.15.1.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.Dilution27.16.1.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 RECEIPTS28.1.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 RECEIPTS29.1.Conditions, offer statistics, expected timetable and action required to apply for the offer29.1.1.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 allotment29.2.1.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.Pricing29.3.1.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 underwriting29.4.1.Name and address of the co-coordinator(s) of the global offer and of single parts of the offer and, to the extend 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 RECEIPTS30.1.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 RECEIPTS31.1.Reasons for the offer and use of proceeds31.1.1.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/offer31.2.1.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 factors31.3.1.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 RECEIPTS32.1.The total net proceeds and an estimate of the total expenses of the issue/offer.