Annex III - Minimum disclosure requirements for the share securities note (schedule)

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.

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 sell-out 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 withholding of taxes at the source.

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.

5.2.1.

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 clawback 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’.

5.3.1.

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.

5.4.1

Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extend known to the issuer or to the offeror, of the placers in the various countries where the offer takes place.

5.4.2

Name and address of any paying agents and depository agents in each country.

5.4.3.

Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under ‘best efforts’ 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.

6.1.

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.

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: 6.5.1. 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, 6.5.2. The beginning and the end of the period during which stabilisation may occur, 6.5.3. The identity of the stabilisation manager for each relevant jurisdiction unless this is not known at the time of publication, 6.5.4. The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail.

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.

8.1.

The total net proceeds and an estimate of the total expenses of the issue/offer.

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.

10.1.

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.