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Act on securities trading

Original Language Title: Gesetz über den Wertpapierhandel

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Law on securities trading (Securities Trading Act-WpHG)

Unofficial table of contents

WpHG

Date of completion: 26.07.1994

Full quote:

" Securities Trading Act as amended by the Notice of 9 September 1998 (BGBl. 2708), which is provided by Article 3 of the Law of 3 July 2015 (BGBl. 1114). "

Status: New by Bek. v. 9.9.1998 I 2708;
Last amended by Art. 2 para. 37 G v. 1.4.2015 I 434
Note: Amendment by Art. 3 G v. 3.7.2015 I 1114 (No 28) in a textual, documentary form not yet concludedly edited

For more details, please refer to the menu under Notes
Article 1 is also intended to implement Directive 88 /627/EEC of the Council of the European Communities of 12 December 1988 on the publication of a significant shareholding in a listed company in the event of the acquisition or disposal of a significant shareholding in the stock exchange Information (OJ C 327 EC No L 348/62) and Directive 89 /592/EEC of the Council of the European Communities of 13 November 1989 on the coordination of the rules relating to insider dealing (OJ L 378, 31.12.1989, p. EC No L 334/30).

Footnote

(+ + + Text evidence from: 1.8.1994 + + +) 
(+ + + For application d. § 11 (F 2000-12-21) cf. Section 42 (2) WpHG idF
(d) Art. 4 (34) (b) G v. 22.4.2002 I 1310 + + +)
(+ + + For application d. § § 31 (1) to (9) and 11, 31a, 31b, 31d, 33a, 34,
34 (3), 36 Section 51 (4) of the KAGB + + +)
(+ + + For application cf. Section 17 (3) (F 2014-12-10) + + +)
(+ + + Official notes of the norm provider on EC law:
Implementation of the
EWGRL 627/88 (CELEX Nr: 388L0627)
EWGRL 592/89 (CELEX Nr: 389L0592)
Implementation of the
EGRL 6/2003 (CELEX Nr: 32003L0006)
ERL 124/2003 (CELEX Nr: 32003L0124)
ERL 125/2003 (CELEX Nr: 32003L0125)
ERL 72/2004 (CELEX Nr: 32004L0072) V v. 28.10.2004 I 2630
Implementation of the
ERL 43/2006 (CELEX Nr: 32006L0043) G v. 25. 5.2009 I 1102 + + +)

The G was decided as Article 1 G 4110-4/1 v. 26.7.1994 I 1749 of the Bundestag with the consent of the Bundesrat. In part, the G is gem. Article 20, first sentence, of this G entered into force on 1 August 1994, and the other is G gem. Article 20, second sentence, entered into force on 1 January 1995. Unofficial table of contents

Content Summary

Section 1
Scope, definitions
§ 1 Scope
§ 2 Definitions
§ 2a Exceptions
§ 2b Election of the State of origin
Section 2
Bundesanstalt für Finanzdienstleistungsaufsicht
§ 3 (dropped)
§ 4 Tasks and powers
Section 4a Powers to secure the financial system
§ 4b Product intervention
§ 5 Securities Council
§ 6 Cooperation with other authorities in Germany
§ 7 Cooperation with competent bodies abroad
§ 7a Cooperation with the European Securities and Markets Authority (Securities and Markets Authority)
§ 7b Cooperation with the European Commission in the framework of the Energy Law
§ 8 Confidentiality of Obligations
§ 9 Reporting requirements
§ 10 Display of suspicity cases
§ 11 Obligation of the insolvency administrator
Section 3
Insider Monitoring
§ 12 Insider papers
§ 13 Insider Information
§ 14 Prohibition of insider dealing
§ 15 Communication, publication and transmission of insider information to the business register
Section 15a Communication of transactions, publication and transmission to the business register
Section 15b Management of insider directories
§ 16 Recording requirements
§ 16a Supervision of the business of the employees of the Federal Employment Agency
§ 16b Retention of connection data
Section 3a
Credit rating agencies
§ 17 Competence within the meaning of Regulation (EC) No 1060/2009
Section 3b
OTC derivatives and trade repositories
§ 18 Monitoring of the clearing of OTC derivatives and oversight of trade repositories
§ 19 Participation obligations of non-financial counterparties
§ 20 Verification of compliance with certain obligations of Regulation (EU) No 648/2012
Section 4
Monitoring the ban on market manipulation
§ 20a Prohibition of market manipulation
§ 20b (dropped)
Section 5
Communication, publication and transmission of changes in the voting rights to the business register
Section 21 Reporting obligations of the reporting party
Section 22 Allocation of voting rights
Section 23 Non-consideration of voting rights
§ 24 Communication by Group companies
Section 25 Participation obligations in the holding of financial instruments and other instruments
Section 25a Reporting obligations in the holding of other financial instruments and other instruments
Section 26 Publication obligations of the issuer and transmission to the business register
Section 26a Publication of the total number of voting rights and transmission to the business register
§ 27 Evidence of participating participations
§ 27a Participation obligations for holders of essential participations
§ 28 Loss of rights
§ 29 Guidelines of the Federal Institute
§ 29a Exemptions
§ 30 Trading days
Section 5a
Necessary information for the exercise of rights from securities
§ 30a Obligations of issuers to holders of securities
§ 30b Publication of communications and transmission by means of remote data transmission
§ 30c Changes to the legal basis of the issuer
§ 30d Rules applicable to issuers from the European Union and the European Economic Area
§ 30e Publication of additional information and transmission to the business register
§ 30f Exemption
§ 30g Exclusion of dispute
Section 5b
Short selling and trading in derivatives
§ 30h Monitoring of short selling
§ § 30i and 30j (dropped)
Section 6
Behavioural duties, organisational obligations, transparency obligations
Section 31 General rules of conduct
Section 31a Customers
Section 31b Transactions with appropriate counterparties
§ 31c Processing customer orders
§ 31d Benefits
§ 31e Provision of investment services and ancillary securities services through another investment service undertaking
§ 31f Operation of a multilateral trading system
§ 31g Pre-and post-trade transparency for multilateral trading systems
§ 31h Publication obligations of investment service companies after trading
Section 32 Systematic internalisation
Section 32a Publish Quotes by systematic internalisers
Section 32b Determination of the standard market size and tasks of the Bundesanstalt
Section 32c Execution of customer orders by systematic internalisers
Section 32d Access to Quotes, Terms and Conditions for Systematic Internalisation
§ 33 Organizational Obligations
§ 33a Best possible execution of customer orders
§ 33b Employees and employees
Section 34 Obligation to record and retain
§ 34a Separate assets
§ 34b Analysis of financial instruments
§ 34c Notification duty
§ 34d Use of employees in investment advisory services, as sales representatives or as compliance officers
§ 35 Monitoring of reporting requirements and codes of conduct
§ 36 Verification of reporting requirements and codes of conduct
§ 36a Undertakings, organised markets and multilateral trading systems established in another Member State of the European Union or in another Contracting State of the Agreement on the European Economic Area
§ 36b Advertising of investment service companies
Section 36c Register of Honorary Investment Advisers
Section 36d Designations for honorary investment advice
Section 37 Exceptions
Section 37a (dropped)
Section 7
Liability for false and forged capital market information
Section 37b Compensation for non-immediate publication of insider information
Section 37c Damages due to publication of untrue insider information
Section 8
Financial futs
Section 37d (dropped)
Section 37e Exclusion of income in accordance with Section 762 of the Civil Code
Section 37f (dropped)
Section 37g Prohibited financial futs
Section 9
Arbitration agreements
§ 37h Arbitration agreements
Section 10
Markets in financial instruments established outside the European Union
Section 37i Permission
Section 37j Failure of permission
Section 37k Waiver of permission
Section 37l Untersagung
§ 37m (dropped)
Section 11
Monitoring of corporate financial statements, publication of financial reports
Subsection 1
Monitoring of corporate financial statements
Section 37n Audit of corporate financial statements and reports
§ 37o Arrangement of an audit of the accounts and investigative powers of the Federal Institute
§ 37p Powers of the Bundesanstalt in the case of recognition of a test site
§ 37q Result of the examination of the Federal Institute or the Examination Office
Section 37r Communications to other bodies
§ 37s International cooperation
Section 37t Opposition proceedings
§ 37u Complaint
Subsection 2
Publication and transmission of financial reports to the business register
Section 37v Annual Financial Report
§ 37w Half-yearly financial report
§ 37x Interim communication of the management
§ 37y Consolidated financial statements
§ 37z Exceptions
Section 12
Criminal and penal rules
§ 38 Criminal provisions
§ 39 Fines
§ 40 Competent managing authority
§ 40a Participation of the Bundesanstalt und Mitteilungen in Criminal Matters
§ 40b Publication of measures
Section 13
Transitional provisions
Section 41 First-time notification and publication obligations
§ 41a Transitional arrangements for the notification and publication obligations for the country of origin election
§ 42 Transitional arrangements for the obligation to pay expenses pursuant to § 11
§ 42a Transitional arrangements for the prohibition of uncovered short selling in shares and certain debt instruments in accordance with § 30h
§ 42b Transitional arrangements for participation and publication obligations for holders of net short selling positions according to § 30i
Section 42c Transitional arrangements for the prohibition of credit derivatives according to § 30j
Section 42d Transitional arrangements for the use of employees according to § 34d
Section 42e Transitional arrangements for essential investor information
Section 43 Transitional arrangements for the limitation of replacement claims in accordance with § 37a
Section 44 Transitional arrangements for foreign organised markets
§ 45 Application for Section 11
Section 46 Application provision for the Transparency Directive
§ 47 Application determination for § 34
§ 48 Transitional provisions on the EMIR Execution Act

Section 1
Scope, definitions

Unofficial table of contents

§ 1 Scope

(1) This Act shall apply to the provision of investment services and ancillary securities, exchange and OTC trading in financial instruments, the marketing, distribution and sale of financial instruments. and structured deposits, financial statements, financial analysis and changes in the voting rights of shareholders in listed companies. (2) The provisions of the third and fourth sections as well as the § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § 34b and 34c are also applicable to acts and omissions, carried out abroad, provided that they relate to financial instruments traded on a domestic exchange. (3) The provisions of the third and fourth sections, as well as § § 34b and 34c, shall not apply to transactions which are Monetary or monetary policy or public debt management by the European Central Bank, the Federal Government, one of its special assets, a country, the Deutsche Bundesbank, a foreign State or its central bank, or another organization charged with these operations, or with their Persons acting on account shall be charged. Unofficial table of contents

§ 2 Definitions

(1) Securities within the meaning of this Act are, even if no documents are issued on them, all genera of transferable securities, with the exception of payment instruments, which are tradable in their manner on the financial markets, in particular:
1.
shares,
2.
other shares of domestic or foreign legal entities, partnerships and other companies, in so far as they are similar to shares, and certificates representing shares;
3.
Debt,
a)
, in particular, certificates and bearer bonds, and order bonds, and certificates representing debt securities,
b)
other securities entitling or leading to the acquisition or sale of securities in accordance with points 1 and 2 or to a cash payment as a function of securities, currencies, interest rates or other income, goods, indices or other securities, or Measured variables are determined.
(1a) Money-market instruments within the meaning of this Act are all genera of claims which are not covered by paragraph 1 and which are normally traded on the money market, with the exception of payment instruments. (2) Derivatives within the meaning of this Act are
1.
as a purchase, exchange or otherwise designed fixed or warranted transactions, which are to be fulfilled in a delayed manner and the value of which is derived directly or indirectly from the price or measure of a basic value (forward transactions) with reference to the the following basic values:
a)
securities or money market instruments,
b)
foreign currency or units of account,
c)
interest rates or other income,
d)
Indices of the basic values of points (a), (b) or (c), other financial indices or financial measures, or
e)
Derivatives;
2.
On-time transactions relating to goods, rates, emission allowances, climate or other physical variables, inflation rates or other economic variables or other assets, indices or measured values as base values, provided that: they
a)
are to be fulfilled by means of cash compensation or give a Contracting Party the right to demand a cash settlement, without this right being justified by default or any other termination event,
b)
shall be concluded on an organised market or in a multilateral trading system, or
c)
pursuant to Article 38 (1) of Commission Regulation (EC) No 1287/2006 of 10 August 2006 on the implementation of Directive 2004 /39/EC of the European Parliament and of the Council as regards recording obligations for investment firms which: Notification of transactions, market transparency, the admission of financial instruments to trade and certain terms within the meaning of this Directive (OJ L 327, 30.4.2004, p. EU No 1) have the characteristics of other derivatives and serve non-commercial purposes and are not subject to the conditions laid down in Article 38 (4) of this Regulation,
and provided that they are not a barracks within the meaning of Article 38 (2) of Regulation (EC) No 1287/2006;
3.
financial differential transactions;
4.
as a purchase, exchange or other form of transactions or warrants which are to be fulfilled in a delayed manner and are used for the transfer of credit risks (credit derivatives);
5.
Transactions relating to the basic values referred to in Article 39 of Regulation (EC) No 1287/2006, provided that they fulfil the conditions laid down in point 2.
(2a) (omitted) (2b) Financial instruments within the meaning of this Act are securities within the meaning of paragraph 1, shares in investment assets within the meaning of Article 1 (1) of the Capital Investment Code, money market instruments as referred to in paragraph 1a, derivatives in the The meaning of paragraph 2, rights to the subscription of securities and asset investments within the meaning of Article 1 (2) of the German Capital Investment Act, with the exception of shares in a cooperative within the meaning of Section 1 of the Cooperative Act, and Name bonds with an agreed fixed term, an immutable the fixed positive interest rate in respect of which the invested capital is repaid at the time of maturity to the full nominal value without the crediting of interest, and which is repaid by a CRR credit institution within the meaning of § 1 Paragraph 3d, first sentence, of the Banking Act, which has been granted a permit pursuant to Article 32 (1) of the Banking Act, if the capital paid on it in the event of insolvency proceedings on the assets of the institution or of the institution Liquidation of the Institute not only after satisfaction of all non-subordinated (2c) Goods within the meaning of this Act are fungible economic goods that can be delivered, including metals, ores and alloys, agricultural products and energy such as electricity. (3) Investment services within the meaning of this Act are:
1.
the acquisition or disposal of financial instruments in its own name for foreign accounts (financial commission business),
2.
the
a)
continuous offering of the purchase or sale of financial instruments in an organised market or in a multilateral trading system at self-imposed prices;
b)
frequent organised and systematic operation of trade on own account outside an organised market or a multilateral trading system, by offering a system accessible to third parties in order to conduct business with them;
c)
The creation or diversion of financial instruments for own account as a service to others or
d)
Buying or selling financial instruments for own account as a direct or indirect participant in a domestic organised market or multilateral trading system by means of a high-frequency algorithmic trading technique which: is characterised by the use of infrastructures aimed at minimising latency, by the decision of the system to initiate, produce, transmit or carry out a contract without human Intervention for individual transactions or orders and by a high under-day The amount of information in the form of orders, quotes or cancellations, even without service to others (own-trade),
3.
the acquisition or disposal of financial instruments in foreign names for foreign accounts (final placement),
4.
the transfer of transactions relating to the acquisition and sale of financial instruments (investment mediation);
5.
the acquisition of financial instruments at their own risk of placing or taking on equivalent guarantees (emissions trading);
6.
the placement of financial instruments without a firm takeover obligation (placement business),
7.
the administration of individual or several assets invested in financial instruments to others with a margin of discretion (financial portfolio management);
8.
the operation of a multilateral system which brings together the interests of a large number of persons in the purchase and sale of financial instruments within the system and in accordance with established provisions in a manner that is subject to a contract for the purchase of of these financial instruments (operation of a multilateral trading system),
9.
submission of personal recommendations to clients or their representatives relating to transactions with certain financial instruments, provided that the recommendation is based on or is appropriate for the consideration of the investor's personal circumstances and will not be disclosed exclusively through information dissemination channels or to the public (investment advice).
The investment service also applies to the purchase and sale of financial instruments for its own account, which does not constitute a service for others within the meaning of the first sentence of sentence 1 (2) (own business). As regards Articles 9, 31 to 34 and 34b to 36b of this Act as well as Articles 7 and 8 of Regulation (EC) No 1287/2006, the financial portfolio management is the same as the investment management in accordance with Article 1 (1a) sentence 2 no. 11 of the German law. Credit law. (3a) Investment ancillary services within the meaning of this Act are
1.
the safekeeping and management of financial instruments for other and related services (depository business),
2.
the granting of loans or loans to others for the implementation of investment services, provided that the undertaking granting the credit or the loan is involved in those operations;
3.
advising companies on the capital structure, the industrial strategy, as well as advising on and offering services in the case of acquisitions and mergers,
4.
foreign exchange transactions relating to investment services;
5.
the drawing up, dissemination or transfer of financial analyses or other information on financial instruments or their issuers, which directly or indirectly contain recommendations for a given investment decision;
6.
services related to the emissions business,
7.
Services relating to a basic value within the meaning of paragraph 2 (2) or (5) and related to investment services or ancillary securities services.
(4) Investment services undertakings within the meaning of this Act are credit institutions, financial services institutions and undertakings operating pursuant to Article 53 (1), first sentence, of the Banking Law, the investment services alone or together with: (5) The organised market within the meaning of this Act is a domestic market, and in another Member State, the market shall be subject to the European Union or any other State Party to the Agreement on the European Economic Area operated or managed multilateral system approved by the public authorities, regulated and supervised, which provides for the interests of a large number of persons in the purchase and sale of goods to be traded on the market (6) Issuers for which the Federal Republic of Germany is responsible for the purchase of financial instruments within the system and in accordance with established provisions in such a way or in a manner which encourages the bringing together of such instruments. Germany is the country of origin,
1.
Issuers of debt securities with a denomination of less than EUR 1 000 or the equivalent in a different currency or shares corresponding to the date of issue,
a)
who have their registered office in the country and whose securities are admitted to trading in an organised market in the territory of the country or in another Member State of the European Union or another State Party to the Agreement on the European Economic Area approved, or
b)
having its registered office in a State which is neither a Member State of the European Union nor a State Party to the Agreement on the European Economic Area (third country), and whose securities are admitted to trading in an organised domestic market or in are admitted to another Member State of the European Union or to another State Party to the Agreement on the European Economic Area if they have chosen the Federal Republic of Germany as the State of origin in accordance with Section 2b (1a) of this Agreement; no country of origin shall be elected, those issuers whose securities are are admitted to trading in an organised domestic market, as if they had chosen the Federal Republic of Germany as the country of origin until they have made an election,
2.
Issuers who do not issue financial instruments within the meaning of point 1 if they have their registered office in the territory of the country or in a third country and if they have their financial instruments for trading in an organised domestic market, but not in another Member State of the European Union or in a Contracting State of the Agreement on the European Economic Area,
3.
Issuers who do not issue financial instruments within the meaning of point 1 and are not covered by point 2;
a)
if they have their registered office in the country and their financial instruments for trading in an organised market are also or exclusively in one or more other Member States of the European Union or in one or more other Contracting States of the Agreement on the European Economic Area, or
b)
if they have their registered office in another Member State of the European Union or in another State Party to the Agreement on the European Economic Area, and their financial instruments are also trading in an organised market, or are approved exclusively in Germany, or
c)
if they have their registered office in a third country and their financial instruments for trading on an organised market in the territory of the country and in one or more other Member States of the European Union or in one or more other Contracting States of the European Union Agreement on the European Economic Area,
and they have chosen the Federal Republic of Germany as the country of origin in accordance with Section 2b (1). The Federal Republic of Germany shall be the State of origin for issuers who fall under (a) but have no choice of country of origin; issuers who fall under (c) but have no choice and whose securities are are admitted to trading on an organised market in Germany, they must be treated as if they had chosen the Federal Republic of Germany as the country of origin. (7)
1.
Issuers for which the Federal Republic of Germany is the State of origin, with the exception of such issuers whose securities are not domestiated, but only in another Member State of the European Union or another State Party of the The Agreement on the European Economic Area is authorised in so far as it provides for publication and notification in that other State in accordance with Directive 2004 /109/EC of the European Parliament and of the Council of 15 December 2004 on the Harmonisation of transparency requirements in relation to information on Issuers whose securities are admitted to trading on a regulated market and amending Directive 2001 /34/EC (OJ L 197, 21.7.2001, p. EU No OJ L 390, p. 38), and
2.
Issuers who are not the Federal Republic of Germany but another Member State of the European Union or another State Party to the Agreement on the European Economic Area of the State of origin, but whose securities are only available in the Domestic trade is admitted to an organised market.
(8) Member State of origin within the meaning of this Act
1.
in the case of an investment service undertaking, the Member State in which its principal place of business is situated;
2.
in the case of an organised market, the Member State in which the organised market is registered or authorised, or, where it has no registered office in accordance with the law of that Member State, the Member State in which the principal place of business of the organised market is Market.
(9) The host Member State within the meaning of this Act shall be:
1.
in the case of an investment service undertaking, the Member State in which it has a branch or is operating by means of the cross-border provision of services;
2.
in the case of an organised market, the Member State in which it provides appropriate arrangements for market participants established in that Member State to facilitate access to trade through its system.
(10) Systematic internaliser within the meaning of this Act is a company which, in accordance with Article 21 of Regulation (EC) No 1287/2006, frequently regularly and systematically organises own-trade outside of organised markets and multilateral trading systems. (11) A structured deposit is a deposit within the meaning of Section 1 (1), second sentence, point 1 of the Banking Act, which is to be repaid in full at maturity, with the payment of interest or interest. of a premium, the interest rate risk or the premium risk resulting from a formula which: , in particular,
1.
an index or an index combination,
2.
a financial instrument or a combination of financial instruments,
3.
a product or a combination of goods or other physical or non-physical non-transferable assets; or
4.
an exchange rate or a combination of exchange rates.
No structured deposits represent variable interest deposits, the yield of which is directly linked to a zinc index, in particular the Euribor or the Libor.

Footnote

(+ + + § 2: For application, see Section 17 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 2a Exceptions

(1) Investment services undertakings shall not be deemed to be
1.
Undertakings providing investment services within the meaning of Article 2 (3), first sentence, exclusively for their parent undertakings or their subsidiaries or sister undertakings within the meaning of Article 4 (1) (15) and (16) of Regulation (EU) No 575/2013 of European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 646/2012 (OJ L 136, 31.7.2012, p. 1) and Article 1 (7) of the Banking Act,
2.
undertakings whose investment service is for others solely in the management of a system of employee participations in their own or associated undertakings,
3.
undertakings providing only investment services, both in accordance with point 1 and in point 2,
4.
private and public-sector insurance undertakings,
5.
the public debt management of the Federal Government, one of its special assets, one country, another Member State of the European Union or another Contracting State of the Agreement on the European Economic Area, the Deutsche Bundesbank and other members of the European System of Central Banks, as well as the central banks of other States Parties,
6.
Members of the liberal professions providing investment services only occasionally in the framework of a mandate as a freelantor and who belong to a professional chamber in the form of public-law bodies whose professional law is the the provision of investment services does not preclude
7.
undertakings which, in the form of investment services, are solely responsible for providing investment advice and providing investment services between customers;
a)
Institutions within the meaning of the Banking Act,
b)
institutions or financial undertakings established in another Member State of the European Economic Area which fulfil the conditions laid down in Article 53b (1), first sentence, or (7) of the Banking Act,
c)
undertakings which are treated or exempted pursuant to Article 53c of the Banking Act, pursuant to a legal regulation,
d)
Capital management companies, externally managed investment companies, EU management companies or foreign AIF management companies, or
e)
Providers or issuers of assets within the meaning of Section 1 (2) of the Property Law Act
, provided that such investment services are based on shares or shares of domestic investment assets issued by a capital management company which are authorised under Section 7 or Article 97 (1) of the investment law in shall have the version valid until 21 July 2013 for the period provided for in Article 345 (2), first sentence, second sentence, in conjunction with the first sentence of paragraph 2, or the first sentence of paragraph 4, of the capital investment code, or which shall be subject to a permit in accordance with § § 20, 21 or § § 20, 22 of the capital investment code, or on shares or shares to EU investment assets or foreign AIF which may be sold under the Capital Investment Code, or to assets under the terms of Section 1 (2) of the Capital Investment Act, and the companies are not authorized to participate in the the provision of such financial services to provide ownership or ownership of funds or shares of customers, unless the company applies for and receives a corresponding permit pursuant to section 32 (1) of the Banking Act; shares or Shares in hedge funds within the meaning of Section 283 of the Capital Investment Code shall not be considered as shares in investment assets within the meaning of this provision;
8.
Undertakings whose investment service is solely in the provision of one or more of the following services:
a)
self-operations on domestic exchanges or in multilateral trading systems domestically, on or in which derivatives are traded (derivatives markets), and at cassas markets only to hedge these positions;
b)
Own trade within the meaning of Article 2 (3), first sentence, point (2) (a) to (c), the financial commission business or the transfer of derivatives to derivative markets only for other members of those markets;
c)
Pricing as a market maker within the meaning of section 23 (4) in the context of proprietary trading within the meaning of section 2 (3) sentence 1 (2) (a) for other members of these derivative markets,
provided that clearing members of the same markets or trading systems are liable for the performance of the contracts concluded by those undertakings in those markets or in those trading systems,
9.
undertakings operating in financial instruments or providing investment services within the meaning of Article 2 (3) (1) (1), (2) (a) to (c) or (3) to (9) with respect to derivatives within the meaning of Article 2 (2) (2) and (5); if
a)
they are not part of a group of undertakings whose principal activity is the provision of investment services within the meaning of Article 2 (3) (1) (1), (2) (a) to (c) or (3) to (9), or banking transactions within the meaning of Article 1 (1) (1) sentence 2 Nos. 1, 2, 8 or 11 of the Banking Act,
b)
these investment services at the group level are of secondary importance in relation to the principal activity; and
c)
investment services within the meaning of Article 2 (3) (1) (1), (2) (a) to (c) or (3) to (9) in relation to derivatives within the meaning of Article 2 (2) (2) and (5) only for clients of their principal activity in the factual context of operations of the principal activity are provided,
10.
Undertakings which operate as sole investment services, unless they are engaged in
a)
offer, in an organised market or in a multilateral trading system, continuously the purchase or sale of financial instruments by way of own-trade at self-made prices, or
b)
In an organised and systematic manner, they often trade on their own account outside an organised market or a multilateral trading system by offering a system accessible to third parties in order to conduct business with them,
11.
undertakings which, in the form of investment services, provide only investment advice within the framework of another professional activity, without having to pay the investment advice separately;
12.
In so far as they operate as the main activity of their own business and own trade within the meaning of Article 2 (3), first sentence, point 2 (a) to (c), with goods or derivatives within the meaning of Article 2 (1) (2), in respect of goods, provided that they are not subject to a A group of companies whose principal activity consists in the provision of investment services or the operation of banking transactions within the meaning of Section 1 (1), second sentence, No. 1, 2, 8 or 11 of the Banking Act,
13.
Exchange carriers or operators of organised markets which, in addition to the operation of a multilateral trading system, do not provide any other investment services within the meaning of Article 2 (3) sentence 1; and
14.
Entities providing the placement business exclusively for providers or for issuers of property investments within the meaning of § 1 (2) of the Assets Act.
(2) A company which, as a tied agent within the meaning of Section 2 (10) sentence 1 of the Banking Act as an investment service, only provides investment services, the placement of financial instruments without a firm takeover obligation, or Investment advice shall not be considered to be an investment service undertaking. Its activity shall be attributed to the institution or company for whose account and under its liability it shall carry out its activities. (3) (omitted)

Footnote

(+ + + § 2a: For application, see Section 17 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 2b Election of the State of origin

(1) An issuer within the meaning of Article 2 (6) (3) (a) to (c) may elect the Federal Republic of Germany as a country of origin if it has not chosen another State as the State of origin within the last three years. The election shall be valid for at least three years, unless the financial instruments of the issuer are not in an organised market in a Member State of the European Union or in another State Party to the Agreement on the European Union. Economic area more admitted to trading. The issuer must publish the election and submit it without delay to the business register pursuant to Section 8b of the Commercial Code for storage; at the same time, the issuer must communicate it to the Federal Institute with the publication. The publication shall take effect. (1a) For an issuer within the meaning of Article 2 (6) (1) (b), the Federal Republic of Germany may, in accordance with Article 2 (13) (c) of the Securities Prospectus Act, be elected as the State of origin where a State other than the country of origin has not already been determined on the basis of an earlier decision of the issuer. The issuer must publish the election and submit it without delay to the business register pursuant to Section 8b of the Commercial Code for storage; at the same time, the issuer must communicate it to the Federal Institute with the publication. The publication becomes effective. (2) The Federal Ministry of Finance may, by means of a regulation which does not require the consent of the Federal Council, lay down detailed rules for the publication of the election of the State of origin in accordance with paragraph 1 or paragraph 1a.

Section 2
Bundesanstalt für Finanzdienstleistungsaufsicht

Unofficial table of contents

§ 3

(dropped) Unofficial table of contents

§ 4 Tasks and powers

(1) The Bundesanstalt für Finanzdienstleistungsaufsicht (Bundesanstalt für Finanzdienstleistungsaufsicht, Bundesanstalt) exercises supervision in accordance with the provisions of this law. It shall, within the framework of the tasks assigned to it, counteract instances of maladministration affecting the orderly conduct of trading in financial instruments or of investment services or ancillary securities services; or have significant disadvantages for the financial market. It may take orders which are appropriate and necessary to eliminate or prevent such maladministration. (2) The Federal Institute shall monitor compliance with the prohibitions and bids of this law and may take orders which shall be Enforcement is appropriate and necessary. It may temporarily prohibit trade in individual or several financial instruments or order the suspension of trading in individual or several financial instruments in markets in which financial instruments are traded, in so far as this is the case. Enforcement of the prohibitions and bids of this law or for the elimination or prevention of maladministration in accordance with paragraph 1. (3) The Federal Institute may request information from anyone, the submission of documents and the release of copies. as well as persons, as well as persons, insofar as this is due to evidence of the Monitoring of compliance with a prohibition or bid of this law is required. It may, in particular, require the indication of changes in financial instruments as well as information on the identity of other persons, in particular the contracting entities and persons entitled to or who are entitled to do so. The Federal Institute may, by means of an investment service provider, the algorithmic trading within the meaning of § 33 (3) of the German Securities Trading Act (Bundesanstalt), the Federal Institute of Business and Social Security (Bundesanstalt) may be required to provide information on the In the first sentence of paragraph 1a, it shall at any time request information on its algorithmic trading and on the systems used for such trading, insofar as this is due to evidence of monitoring compliance with a ban or bid by this Law is required. The Bundesanstalt may, in particular, describe the algorithmic trading strategies, the details of the trading parameters or the trade limits to which the system is subject, the most important procedures for the review of the risks and (4) During the normal working hours, staff of the Federal Institute and the persons appointed by it shall be responsible for the performance of their duties. shall be required to enter the land and premises referred to in paragraph 3 shall allow persons responsible for the information to provide information. Entering outside of this period or when the premises are located in an apartment shall be admissible without consent only and to the extent to be tolerated in so far as to prevent urgent threats to public security and public order , and where the person responsible for providing information is required to provide evidence of a breach of a prohibition or requirement of that law. The fundamental right of Article 13 of the Basic Law is restricted to this extent. (5) The Federal Institute has facts which justify the suspicion of a criminal offence pursuant to § 38, the competent public prosecutor's office immediately. It may transmit the personal data of the persons concerned, against which the suspicion is directed or which may be considered as witnesses, to the Public Prosecutor's Office, insofar as this is necessary for the purpose of prosecution. The Public Prosecutor's Office shall decide on the taking of the necessary investigative measures, in particular on searches, in accordance with the provisions of the Code of Criminal Procedure. The powers of the Bundesanstalt pursuant to paragraphs 2 to 4 shall remain unaffected, insofar as this is necessary for the taking of administrative measures or for the performance of requests from foreign bodies pursuant to § 7 para. 2, paragraph 2b, sentence 1 or para. 7 and insofar as there is no risk to the investigation of investigations by the law enforcement authorities or the courts in charge of criminal matters. (6) The Federal Institute may provide a publication or communication at the expense of the person who is subject to the obligation, if the Obligation of publication or notification not, not correct, not complete or not fulfilled in the prescribed manner. (7) Contradiction and action against measures pursuant to paragraphs 1 to 4 and 6 shall not have suspensive effect (8) The addressees of measures pursuant to paragraphs 2 to 4, which are carried out by the Federal Institute for a possible breach of a prohibition in accordance with § 14 or § 20a, may be used by persons other than public authorities and persons who have been subject to a prohibition on the use of the The reason for their profession is subject to a statutory duty of confidentiality, of which (9) The person responsible for providing information may refuse to provide information on such questions, the answers of which shall be answered by him or by one of the questions referred to in § 383 (1). No 1 to 3 of the Code of Civil Procedure would expose persons to the risk of criminal prosecution or proceedings under the Law on Administrative Offences. The obligated person shall be informed of his right to refuse the information and to point out that he is free under the law, at any time, even before his questioning, to question a defence counsel to be elected by him. (10) The Bundesanstalt may only store, modify and use personal data communicated to it for the purpose of carrying out its supervisory tasks and for the purposes of international cooperation in accordance with § 7. (11) The Bundesanstalt may fulfil its obligations to fulfil its obligations under § 7. their duties shall also be carried out by auditors or experts in investigations or Use verifications.

Footnote

(+ + + § 4: For application, see Section 17 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 4a Powers to secure the financial system

(1) The Bundesanstalt may, in consultation with the Deutsche Bundesbank, make arrangements which are suitable and necessary, maladministration, which cause disadvantages for the stability of the financial markets or which have confidence in the operability of the Financial markets can be shaken, eliminated or prevented. In particular, the Federal Institute may temporarily:
1.
prohibit trade in one or more financial instruments, in particular:
a)
(dropped)
b)
impose a prohibition on the acquisition of rights from currency derivatives within the meaning of Article 2 (2) (1) (b), (d) or (e), the value of which derives directly or indirectly from the foreign exchange price of the euro, to the extent that it is to be expected that the market value of the euro shall be Rights in the event of a decrease in the price of the euro, and the acquisition of rights does not serve to hedge own existing or expected currency risks, the prohibition also being extended to the legal entry into such transactions. , or
2.
Order the suspension of trading in individual or several financial instruments in markets where financial instruments are traded.
(2) The Federal Office may order that persons who do business in financial instruments must publish their positions in these financial instruments and at the same time communicate to the Federal Institute. The Bundesanstalt may make public announcements according to sentence 1 on its website. (3) § 4 (3), (4), (6), (9) and (10) shall apply accordingly. (4) Measures pursuant to paragraphs 1 to 3 shall be limited to a maximum of twelve months. An extension beyond this period of up to twelve more months shall be permitted. In this case, the Federal Ministry of Finance shall submit a report to the German Bundestag within a month after the extension has been completed. The opposition and the action taken against action under paragraphs 1 to 3 shall not have suspensive effect. Unofficial table of contents

§ 4b Product intervention

(1) The Federal Institute may take the following measures:
1.
Prohibition or restriction of the marketing, distribution or sale of
a)
certain financial instruments or structured deposits,
b)
financial instruments or structured deposits with certain characteristics, or
2.
Prohibition or restriction of a particular form of financial activity or financial practice.
(2) A measure referred to in paragraph 1 may be taken if:
1.
Facts justifying the assumption that:
a)
a financial instrument, a structured deposit or an activity or practice raises serious concerns for investor protection or a risk to the proper functioning and integrity of the financial or commodity markets or to the the stability of the whole financial system or of one of its parts within at least one EU Member State; or
b)
a derivative has a negative effect on the price formation mechanism in the underlying markets,
2.
the risks referred to in paragraph 1 may be counteracted by a prohibition or restriction on distribution or sale; and
3.
the measure is proportionate, taking into account the risks identified, the level of knowledge of the investors or market participants concerned and the likely impact of the measure on investors or market participants.
(3) The Bundesanstalt may already issue the prohibition or restriction referred to in paragraph 1 before the commencement of the marketing, distribution or sale of a financial instrument or a structured deposit. The Federal Institute may impose or impose restrictions on the prohibition or restriction. (4) The Bundesanstalt makes the decision to issue a ban or a restriction pursuant to paragraph 1 on its website, and shall inform the issuer. The notice and notice shall contain:
1.
the details of the prohibition or restriction,
2.
the date on which the measure enters into force, and
3.
the facts on the basis of which the Bundesanstalt takes the view that the conditions set out in paragraph 2 are met.
The prohibition or restriction may only relate to the period following the notice of notice. (5) The Bundesanstalt shall abolic a prohibition or restriction as soon as the conditions referred to in paragraph 2 are no longer fulfilled. Unofficial table of contents

Section 5 Securities Council

(1) A securities council shall be formed at the Federal Institute. It is made up of representatives of the countries. Membership is not personal. Each country shall send a representative. Representatives of the Federal Ministries of Finance, Justice and Economics and Technology as well as the Deutsche Bundesbank can attend the meetings. The Securities Council may consult experts, in particular in the field of stock exchanges, market participants, business and academia. The Securities Council shall adopt its rules of procedure. (2) The Securities Council shall act on the supervision of the Securities Council. He advises the Federal Institute, in particular
1.
in the case of the issuing of legal regulations and the establishment of guidelines for the supervisory activities of the Federal Institute,
2.
on the impact of prudential issues on stock exchanges and market structures and on competition in the trading of financial instruments,
3.
the demarcation of responsibilities between the Federal Institute and the Exchange Supervisory Authorities, as well as on matters of cooperation.
The Securities Council may submit proposals to the Federal Institute for the general further development of supervisory practice. The Federal Office shall report to the Securities Council at least once a year on supervisory activities, on the further development of supervisory practice and on international cooperation. (3) The Securities Council shall be held at least once a year by the President of the Federal Institute convened. It shall also be convened at the request of one third of its members. Each member shall have the right to submit proposals for advice. Unofficial table of contents

§ 6 Cooperation with other authorities in Germany

(1) The Exchange Supervisory Authorities shall be responsible for the implementation of urgent measures in the framework of the supervision of the prohibitions of insider dealing pursuant to § 14 and the prohibition of market manipulation pursuant to § 20a on the stock exchanges under their supervision. The Federal Agency, the Deutsche Bundesbank (Bundesanstalt), the Federal Cartel Office (Bundeskartellamt), the Federal Cartel Office (Bundeskartellamt), the Federal Cartel Office (Bundeskartellamt), the Federal Cartel Office (Bundeskartellamt), the Federal Cartel Office, the Federal Cartel Office Exchange supervisory authorities, the trade monitoring bodies, the Federal Network Agency and the national cartel authorities in the context of their activities in accordance with the Energy Economic Act, as well as those for the supervision of insurance intermediaries and the insurance intermediaries. Entities within the meaning of Section 2a (1) (7) shall have observations of each other (3) In order to carry out its duties, the Bundesanstalt may fulfil the obligations laid down in § 2 (10), § 2c, 24 (1), (1), (2), (5), (7) and (10) and (3), § 25b (1) to (3), § 32 (1) sentence 1 and 2 (2) and (6) (a) and (b) of the German Banking Act (Kreditwesengesetz) in the German Federal Bank (Bundesbank). For the purpose of data protection control, the Deutsche Bundesbank has the time to log the information that allows the detection of the data records called up and the person responsible for the retrieval. The logged data may only be used for the purposes of data protection control, data protection, or to ensure the proper operation of the data processing system. The historical data shall be deleted at the end of the calendar year following the storage period. (4) Public sector bodies shall have appropriate and appropriate information in the publication of statistics which are likely to have a significant impact on the financial markets; to be transparent. In particular, it must be ensured in this case that no information projections of third parties can be generated.

Footnote

(+ + + § 6 para. 2: For the application, see Section 17 (2) (F 2014-12-10) + + +) Unofficial table of contents

§ 7 Cooperation with competent bodies abroad

(1) The Bundesanstalt is responsible for cooperation with the financial instruments and markets where financial instruments or markets are responsible for the monitoring of behaviour and organisation obligations of undertakings providing investment services. Goods are traded, the competent authorities of the European Union, the other Member States of the European Union and the other States Parties to the Agreement on the European Economic Area. Within the framework of its cooperation, the Federal Institute may, for the purpose of monitoring compliance with the prohibitions and bids of this Act and the prohibitions and bids of the States referred to in the first sentence, which comply with the provisions of this Act or the Stock Exchange Act , shall make use of all the powers conferred upon it under this Law, in so far as it is appropriate and necessary to comply with the requests of the bodies referred to in the first sentence. In response to a request from the bodies referred to in the first sentence, it may order the trade under Article 4 (2), second sentence, on a domestic market only, provided that the interests of the investor or the orderly trading of the trade in the market in question are concerned. The market will not be significantly endangered. This is without prejudice to the provisions of the Stock Exchange Act concerning the cooperation of the commercial monitoring bodies with appropriate entities or stock market management of other States. (2) At the request of the competent authorities referred to in the first sentence of paragraph 1 Bodies shall carry out investigations in accordance with Article 15 of Regulation (EC) No 1287/2006 and shall transmit without delay all information as far as this is necessary for the supervision of organised markets or other markets for financial instruments, by credit institutions, financial services institutions, Capital management companies, externally managed investment companies, EU management companies, foreign AIF management companies, financial undertakings or insurance undertakings, or related administrative or Legal proceedings are required. When transmitting information, the Bundesanstalt has to inform the addressee that, without prejudice to its obligations under criminal proceedings, it shall only provide the information transmitted to it, including personal data. (2a) The Bundesanstalt shall take reasonable steps to ensure effective cooperation, in particular in relation to such matters, in order to ensure that the necessary conditions for the implementation of the relevant administrative and judicial procedures are met. Member States in which the transactions of a domestic exchange are essential The importance of the functioning of the financial markets and the protection of investors in accordance with Article 16 of Regulation (EC) No 1287/2006, or their organised markets, have such importance in the domestic market. (2b) The Bundesanstalt may be a member of staff of the competent authorities of other States, at their request, to participate in the investigations carried out by the Federal Agency. After prior notification to the Bundesanstalt, the competent authorities within the meaning of the first sentence of paragraph 1 shall be empowered, either by themselves or through their agents, to the information required for monitoring compliance with the reporting requirements in accordance with § 9, the Conduct, organizational and transparency obligations pursuant to § § 31 to 34 or corresponding foreign regulations are required by a branch within the meaning of § 53b (1) sentence 1 of the Banking Act, in which the Branch office to be examined. Officials of the European Securities and Markets Authority may take part in investigations in accordance with the first sentence. (3) The Bundesanstalt may carry out an investigation, the transmission of information or the participation of staff members. refuse foreign bodies within the meaning of the first sentence of paragraph 1 if:
1.
in this way, the sovereignty, security or public order of the Federal Republic of Germany could be affected, or
2.
have already been initiated by a judicial procedure or an indisputable decision has been taken on the basis of the same facts against the persons concerned.
If the Bundesanstalt fails to comply with a request or makes use of its right under the first sentence, it shall immediately inform the requesting body and the European Securities and Markets Authority and shall explain the reasons; in the case of: (4) The Bundesanstalt requests the competent authorities referred to in paragraph 1, in accordance with the conditions laid down in Article 15 of the Regulation (EC) No 1287/2006 on the implementation of investigations and transmission of information which is appropriate and necessary for the performance of its tasks in accordance with the provisions of this Act. It may ask the competent authorities to allow staff from the Federal Institute to take part in the investigations. With the agreement of the competent authorities, the Federal Institute may carry out investigations abroad and commission auditors or experts for this purpose; in the case of a branch of a domestic branch, the Federal Institute of Economics and Business Administration shall carry out investigations abroad. An investment service provider in a host Member State by the Bundesanstalt shall be required to provide prior information to the competent authority abroad. If the Bundesanstalt meets undertakings with head offices abroad that are members of domestic organised markets, it shall inform the authorities responsible for the supervision of such undertakings. Where information is provided to the Federal Institute by a body of another State, it may, without prejudice to its obligations in criminal matters, inform the Federal Institute of any infringement of prohibitions under the provisions of this Act concerning: Subject to the implementation of the monitoring tasks referred to in the first sentence of paragraph 2 and the related administrative and judicial procedures. The Bundesanstalt may communicate this information to the bodies referred to in Article 6 (2), having regard to the intended purpose of the notified body, insofar as this is necessary for the performance of its tasks. Any other use of the information shall be permitted only with the consent of the notified body. Except in the case of information relating to insider trading or market manipulation, this consent may be waived in duly substantiated exceptional cases, provided that such consent is communicated to the notified body without delay, indicating the reasons for such consent. If a request by the Bundesanstalt pursuant to sentences 1 to 3 is not acted upon within a reasonable period of time or if it is rejected without sufficient reason, the Federal Institute may, in accordance with the conditions laid down in the Article 19 of Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 109/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority) 716 /2009/EC and repealing Commission Decision 2009 /77/EC (OJ L 145, 31.7.2009, p. 84). (5) The Bundesanstalt has sufficient evidence of a breach of prohibitions or bids under the provisions of this Act or the corresponding foreign provisions of the sentence of paragraph 1 of this Article 1), it shall inform the European Securities and Markets Authority and the authorities of the State in the territory of the first sentence of the first sentence of paragraph 1, in which the irregular action takes place or has taken place. , or in the territory of which the financial instruments concerned have organised market, or which is responsible for the prosecution of the infringement under the law of the European Union. If the measures taken by the competent foreign authorities are insufficient or will continue to be in violation of the provisions of this law or against the corresponding foreign regulations, the Federal Agency shall take the following steps: prior information to the competent authorities, all measures necessary for the protection of investors, and shall inform the European Commission and the European Securities and Markets Authority. If the Bundesanstalt receives a corresponding notification from competent foreign bodies, it shall inform the competent foreign authorities and the European Securities and Markets Authority of the results of any investigations which have been initiated thereupon. The Federal Institute shall also inform
1.
the competent authorities in accordance with the first sentence and the European Securities and Markets Authority on orders to suspend, cease or cease trading pursuant to Article 4 (2) sentence 2 of this Act and § 3 (5) sentence 3 (1) and (25) of this Act Paragraph 1 of the Stock Exchange Act and
2.
the competent authorities, in accordance with the first sentence of one month following the receipt of a notification pursuant to Article 19 (10) of the Stock Exchange Act, of the intention of the management of a stock exchange to have direct access to trading participants from the countries concerned to their trading system.
(6) The rules on international mutual legal assistance in criminal matters shall remain unaffected. (7) The Bundesanstalt may cooperate with the competent authorities of States other than those referred to in paragraph 1 in accordance with paragraphs 1 to 6, and Conclude agreements on the exchange of information. The provisions of paragraph 4 (5) and (6) shall apply with the proviso that information transmitted by these bodies shall be used only in accordance with a specific purpose of the transmitting body and shall only be used with the express consent of the transmitting authorities. The German Bundesbank or the Bundeskartellamt may be notified if this is necessary for the performance of its tasks. The fourth sentence of paragraph 4 shall not apply. § 4b of the Federal Data Protection Act applies to the transfer of personal data. The Federal Institute shall inform the European Securities and Markets Authority of the conclusion of agreements pursuant to sentence 1. (8) The Federal Ministry of Finance may, by means of a regulation which does not require the approval of the Federal Council, be required to: , the purposes set out in paragraphs 2, 2a and 4 of this Article shall lay down detailed rules on the transmission of information to foreign bodies, the conduct of investigations at the request of foreign bodies and the request of the Federal Agency for Foreign Affairs Enacted. The Federal Ministry of Finance can transfer the authorization to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) by means of a regulation.

Footnote

(+ + + § 7 with the exception of paragraph 4, sentence 5 to 8: For application see Section 17 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 7a Cooperation with the European Securities and Markets Authority (Securities and Markets Authority)

(1) In accordance with Article 35 of Regulation (EU) No 1095/2010, the Bundesanstalt shall immediately provide the European Securities and Markets Authority with all the information necessary for the performance of its tasks. (2) The The Federal Agency shall send annually to the European Securities and Markets Authority a summary of information on all administrative measures taken in the context of the surveillance referred to in Sections 3, 4 and 6 and imposed Penalties. (3) The Bundesanstalt shall inform the European Securities and Markets and market surveillance authority on the erasing of a permit pursuant to § 4 paragraph 4 of the Stock Exchange Act and the cancellation of a permit pursuant to § 4 paragraph 5 of the Stock Exchange Act or according to the regulations of the administrative procedural laws of the countries. Unofficial table of contents

Section 7b Cooperation with the European Commission in the framework of the Energy Law

The Bundesanstalt shall, on request, send to the European Commission those information relating to transactions in financial instruments, including personal data, which have been communicated to it in accordance with Section 9, to the extent that the European Commission has been informed of the In accordance with Article 5a (1) of the German Energy Act (Energiewirtschaftsgesetz), the transfer could also be directly requested by the companies subject to the obligation to participate and the European Commission could provide this information in order to fulfil its obligations under the German Energy Act. requires the tasks described above. Unofficial table of contents

§ 8 Obligation of Confidentiality

(1) The persons employed by the Federal Labour Office and the persons charged pursuant to Article 4 (3) of the Financial Services Supervisory Act shall be entitled to the facts which have become known to them in their activities, the secrecy of which shall be in the interest of a person referred to in this Article Law or a third party shall not disclose or use unauthorised disclosure or use of personal data, in particular commercial and industrial secrets, even if they are no longer in service or their activities are terminated. This shall also apply to other persons who, by means of official reporting, are aware of the facts referred to in the first sentence. An unauthorised disclosure or use within the meaning of sentence 1 shall not, in particular, be available if facts are passed on to:
1.
law enforcement agencies or courts responsible for criminal and judicial matters,
2.
by law or by the public order with the supervision of exchanges or other markets in which financial instruments are traded, trading in financial instruments or foreign exchange, credit institutions, financial services institutions, Capital management companies, externally managed investment companies, EU management companies or foreign AIF management companies, financial firms, insurance companies, insurance intermediaries, companies within the meaning of § 2a, paragraph 1, point 7, as well as of the bodies responsible for persons,
3.
central banks in their capacity as monetary authorities as well as other public authorities responsible for monitoring payment systems,
4.
bodies dealing with the liquidation or insolvency proceedings relating to the assets of an investment service undertaking, an organised market or the operator of an organised market,
5.
the European Central Bank, the European System of Central Banks, the European Securities and Markets Authority, the European Insurance and Occupational Pensions Authority, the European Supervisory Authority the Banking Authority, the Joint Committee of the European Supervisory Authorities, the European Systemic Risk Board, or the European Commission,
to the extent that these bodies require the information to carry out their duties. Persons employed in the posts referred to in points 1 to 4 of the first sentence and persons appointed by these bodies shall be subject to the obligation of confidentiality in accordance with the first sentence of sentence 1. Where a body referred to in the first sentence of the third sentence of paragraph 1 is situated in another State, the facts may be disclosed only if the persons employed at that point and the persons appointed by that body are subject to a corresponding rate corresponding to the first sentence. (2) The provisions of Sections 93, 97 and 105 (1), 111 (5) in conjunction with Section 105 (1) and Section 116 (1) of the Tax Code shall not apply to the persons referred to in the first or second sentence of paragraph 1 as far as they are concerned. Implementation of this Act. They shall apply to the extent that the financial authorities require the knowledge required to carry out a procedure on the basis of a tax offence and of a related taxation procedure, in the pursuit of which a compelling public The persons referred to in the first sentence of the first sentence of paragraph 1 have been notified by a body of another State within the meaning of the third sentence of paragraph 1 of paragraph 1 or by persons appointed by that body not to have been affected by facts which have been reported. .

Footnote

(+ + + § 8 with the exception of para. 1, sentences 3 to 5): For application see Section 17 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 9 Reporting requirements

(1) Investment services undertakings and branches within the meaning of Section 53b of the Banking Act are obliged to the Federal Office of any business in financial instruments admitted to trading on an organised market or in the the regulated market or the free movement of a domestic stock exchange shall be notified in accordance with paragraph 2 at the latest on the working day following the date of the closing of the business, which is not a Saturday. The obligation laid down in the first sentence shall also apply to the acquisition and sale of rights to the subscription of securities, provided that such securities are to be traded on an organised market or in free circulation, as well as for transactions in shares and shares; Options in which an application for admission to trading in an organised market or in free circulation, or for inclusion in the regulated market or on the free movement of goods, is made public or has been publicly announced. The obligation under sentences 1 and 2 shall also apply to domestic central counterparties within the meaning of Section 1 (31) of the Banking Act with regard to the transactions they have concluded. The obligation laid down in the first and second sentences shall also apply to undertakings established in a Member State which is not a Member State of the European Union or a State Party to the Agreement on the European Economic Area, and to a domestic Stock exchange is admitted to trading, with respect to the transactions in financial instruments concluded by them on this domestic stock exchange. The obligation laid down in sentences 1 and 2 shall also apply to undertakings having their registered office in another Member State of the European Union or another State Party to the Agreement on the European Economic Area and to a domestic Stock exchange is admitted to trading, but only in respect of the transactions in such financial instruments concluded by them on this domestic stock exchange, which are not admitted to trading in an organised market or regulated in the regulated market Market of a domestic stock exchange. (1a) From the obligation under paragraph 1 excluded are building societies within the meaning of Section 1 (1) of the Bausparkassengesetz (Bausparkassengesetz) and companies within the meaning of Article 2 (4) of the Banking Act, provided that they are not admitted to trading on a domestic stock exchange, and Housing companies with austerity. The obligation referred to in paragraph 1 shall also not apply to transactions in shares or shares in investment assets within the meaning of Article 1 (1) of the Capital Investment Code, which are subject to the company's obligation to take back. (2) The Notification shall be sent to the Bundesanstalt by means of remote data transmission, unless the conditions laid down in Article 12 of Regulation (EC) No 1287/2006 are met, under which storage on a data medium may be carried out. The notification shall contain, for each transaction, at least the information referred to in Article 13 (1), first sentence, in conjunction with Table 1 of Annex I to Regulation (EC) No 1287/2006, to the extent that the Bundesanstalt makes a statement with regard to that information. The second sentence of Article 13 (1) of Regulation (EC) No 1287/2006 has been submitted. The communication must also include:
1.
identification of the depository or the depository, provided that the depotine holder is not obliged to report himself in accordance with paragraph 1,
2.
Registration number for contracting entities, provided that it is not identical to the depot owner.
(3) The Federal Agency shall be the competent authority for the purposes of Articles 9 to 15 of Regulation (EC) No 1287/2006. It shall communicate communications pursuant to paragraph 1 within the time limit referred to in Article 14 (3) of Regulation (EC) No 1287/2006 to the competent authority of another Member State of the European Union or of another Contracting State of the European Union Agreement on the European Economic Area if, in that State, the principal market for liquidity purposes is the reported financial instrument within the meaning of Articles 9 and 10 of Regulation (EC) No 1287/2006 or a requirement by a competent authority in accordance with Article 14 (1) (c) of Regulation (EC) No 1287/2006 is available. Sentence 2 shall apply mutagenically to the communications of a branch within the meaning of Section 53b (1) sentence 1 of the Banking Act to the Federal Office if the competent authority of the home Member State has not waived any transmission. A transmission in accordance with the second sentence, also in conjunction with the third sentence, shall be deemed to have been sent to the competent authority in the home Member State if it is sent to another body in agreement with that authority. The provisions of Article 14 (2) and (3) of Regulation (EC) No 1287/2006 shall apply to the content, form and time limit for the transfers referred to in sentences 2 to 4. For the non-automated cooperation of the Bundesanstalt with the competent authority of another Member State of the European Union or of another Contracting State of the Agreement on the European Economic Area in the field of Notification systems pursuant to this provision or similar foreign provisions shall apply to Article 15 of Regulation (EC) No 1287/2006. In order to fulfil the obligations laid down in the second sentence, the Bundesanstalt shall draw up a list of the financial instruments in accordance with the provisions of Article 11 of Regulation (EC) No 1287/2006 and may, subject to the conditions laid down therein, be subject to reference data from domestic exchanges request. § 7 remains unaffected. (4) The Federal Ministry of Finance may, by means of a regulation which does not require the approval of the Federal Council,
1.
adopt more detailed provisions on the content, nature, scope and form of the communication and on the permitted volumes and transmission routes;
2.
in addition to the information referred to in paragraph 2, provide additional information to the extent that this is due to the particular characteristics of the financial instrument which is the subject of the communication or of the special conditions in the place of trade in which the transaction is , is justified and the additional information necessary for the performance of the supervisory tasks of the Bundesanstalt is required,
3.
that the pledges of the pledges shall be made by the stock exchange or by a suitable third party at their expense, and shall lay down the detailed rules for that purpose,
4.
Allow the information referred to in paragraph 2 to be communicated in a summary form for transactions relating to debt securities,
5.
In the case of savings banks and credit unions operating in order to carry out the business of a central bank or a cooperative central bank or the central credit institution, the notifications provided for in paragraph 1 shall be allowed by: the central bank or the central credit institution shall take place if and to the extent that the purpose pursued by means of the notification obligations is not affected by this.
(5) The Federal Ministry of Finance may transfer the authorisation provided for in paragraph 4 by means of a regulation to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Unofficial table of contents

§ 10 Display of suspicity of suspicity

(1) Investment service providers, other credit institutions, capital management companies and non-exchange markets where financial instruments are traded shall have the following in the case of a statement of facts which are suspicious of suspicion Justify the fact that a transaction relating to financial instruments against a prohibition or bid pursuant to § 14, § 20a of this Act or Articles 12, 13 or 14 of Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on Short selling and certain aspects of credit default swaps (OJ L 196, 27.7.2001, p. 1), to inform the Bundesanstalt immediately of its failure to notify the Federal Office of the State of the Union. They may not inform other persons, as state bodies and those who are subject to a statutory duty of confidentiality on the basis of their profession, from the advertisement or from a subsequent investigation. (2) The In accordance with paragraph 1, the Federal Agency shall immediately forward advertisements to the competent supervisory authorities of those organised markets within the European Union or the European Economic Area in which the financial instruments referred to in paragraph 1 are traded. The content of an ad referred to in paragraph 1 may only be used by the Federal Institute for the performance of its tasks. Moreover, it may only be used for the purpose of prosecuting criminal offences in accordance with Section 38 and for criminal proceedings in respect of a criminal offence punishable by a maximum sentence of more than three years. The Bundesanstalt shall not make the identity of a person indicating the identity of a person referred to in paragraph 1 accessible to any other public authority. The law of the Bundesanstalt pursuant to § 40b remains unaffected. (3) Anyone who reimburse an ad in accordance with paragraph 1 shall not be held responsible for this ad unless the advertisement has been intentionally or grossly negligently untrue to be reimbursed. (4) The Federal Ministry of Finance may, by means of a regulation which does not require the consent of the Federal Council, lay down detailed rules on the form and content of an ad referred to in paragraph 1. The Federal Ministry of Finance can transfer the authorization to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) by means of a regulation. Unofficial table of contents

Section 11 Oblivion of the insolvency administrator

(1) Where insolvency proceedings are opened on the assets of a pledge under this Act, the insolvency administrator shall assist the debtor in the performance of the obligations under this Act, in particular by: (2) If a provisional insolvency administrator is appointed before the opening of the insolvency proceedings, the insolvency administrator shall assist the debtor in the performance of his duties, in particular by: it agrees to the use of the funds by the pledge or, if the A general ban on disposal was imposed by making the funds available from the assets it manages.

Section 3
Insider Monitoring

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§ 12 Insiderpapiere

Insider securities are financial instruments,
1.
which are admitted to trading on a domestic stock exchange, or are included in the regulated market or in free circulation,
2.
which are admitted to trading in an organised market in another Member State of the European Union or another State Party to the Agreement on the European Economic Area; or
3.
the price of which depends directly or indirectly on the financial instruments referred to in point 1 or 2.
The admission to trading in an organised market or the inclusion in the regulated market or in free circulation shall be the same if the application for admission or inclusion has been made or announced publicly. Unofficial table of contents

§ 13 Insiderinformation

(1) Insider information is a concrete information about circumstances which are not known to the public and which relate to one or more issuers of insider securities or to the insider documents themselves and which are suitable, in the case of their to significantly influence the stock exchange or market price of insider securities. Such suitability shall be given if a permanent investor would take the information into account in his investment decision. Circumstances within the meaning of the first sentence shall also apply to those in which it is likely that it is reasonable to assume that they will enter into the future. Insider information shall also, in particular, be information on circumstances not known to the public within the meaning of the sentence 1, which shall be
1.
refers to orders from other persons relating to the purchase or sale of financial instruments; or
2.
on derivatives pursuant to § 2 (2) (2) with respect to goods, and would expect market participants to receive this information in accordance with the permitted practice in the relevant markets.
(2) An evaluation based solely on publicly known circumstances is not insider information, even if it can have a significant influence on the course of insider documents. Unofficial table of contents

§ 14 Prohibition of insider dealing

(1) It is prohibited to:
1.
to acquire or sell insider securities for their own account or for another account, or for another, using an insider information,
2.
to notify or make insider information available to another insider information,
3.
to recommend to another person, on the basis of insider information, the acquisition or disposal of insider securities, or otherwise to divert it in other ways.
(2) Trade in own shares in the context of repurchase programmes and measures to stabilise the price of financial instruments do not in any event constitute an infringement of the prohibition provided for in paragraph 1 to the extent that they are in accordance with the provisions of the Commission Regulation (EC) No 2273/2003 of 22 December 2003 on the implementation of Directive 2003 /6/EC of the European Parliament and of the Council-derogations for repurchase programmes and price stabilisation measures (OJ L 393, 30.12.2003, p. EU No L 336 p. 33). The provisions of Regulation (EC) No 2273/2003 shall apply mutaly to financial instruments which are included in the free movement or regulated market. Unofficial table of contents

Section 15 Communication, publication and transmission of insider information to the business register

1. A domestic issuer of financial instruments shall immediately publish insider information relating directly to it; it shall also have it immediately, but not before its publication, to the business register within the meaning of Section 8b of the Commercial Code for storage. For the purposes of this provision, a domestic issuer shall also be deemed to have been subject to an application for authorisation in respect of the financial instruments of which it is not subject. Insider information shall directly affect the issuer in particular if it relates to circumstances which have occurred in its field of activity. Any person acting as an issuer or as a person acting on his behalf or on his behalf shall, within the limits of his power, notify or make available to other insider information shall, at the same time, publish it in accordance with the first sentence, and shall To submit business registers for storage within the meaning of Section 8b of the Commercial Code, unless the other is legally bound by confidentiality. If the notification or making available of the insider information in accordance with the fourth sentence is unwittingly, the publication and the transmission shall be made without delay. Indicators used in a publication must be common in commercial transactions and make it possible to compare them with the most recently used figures. (2) Other information which obviously does not meet the conditions set out in paragraph 1 shall be allowed to: also in connection with information published in accordance with paragraph 1 of this Article, shall not be published. Untrue information published in accordance with paragraph 1 shall be corrected immediately in a publication referred to in paragraph 1, even if the conditions set out in paragraph 1 are not met. (3) The issuer shall be subject to the obligation to: Publication in accordance with the first sentence of paragraph 1 shall be exempted as long as the protection of its legitimate interests requires no misconduct to the public, and the issuer shall be able to ensure the confidentiality of the insider information. The publication must be obtained without delay. Paragraph 4 shall apply accordingly. The issuer shall communicate the reasons for the exemption together with the notification referred to in the first sentence of paragraph 4 of the Bundesanstalt, indicating the date of the decision to postpone the publication. (4) The issuer shall have the same as referred to in paragraph 1 or Paragraph 2, second sentence, to be published before publication
1.
the management of the domestic organised markets in which the financial instruments are admitted to trading;
2.
the management of domestic organised markets in which derivatives are traded on the financial instruments, and
3.
of the Federal Agency
. The sixth sentence of paragraph 1, as well as paragraphs 2 and 3, shall apply accordingly. Prior to publication, the management may use the information communicated to it in accordance with the first sentence only for the purpose of deciding whether to suspend or discontinue the determination of the price of the stock exchange. The Bundesanstalt may allow issuers having their head offices abroad to make the notification in accordance with the first sentence of the publication at the same time as the publication, if this makes the decision of the management of the suspension or suspension of the determination of the (5) A publication of insider information in a manner other than that referred to in paragraph 1 in conjunction with a legal regulation referred to in the first sentence of paragraph 7 may not be published before the publication referred to in the first sentence of paragraph 1, 4 or 5 or the second sentence of paragraph 2. At the same time as the publications referred to in the first sentence of paragraph 1, the fourth sentence or the second sentence of paragraph 5 or the second sentence of paragraph 2, the domestic issuer must inform the management of the organised markets and the Bundesanstalt covered by the first and second sentence of the first paragraph of paragraph 4; This obligation shall not apply if the Bundesanstalt has authorised, in accordance with the fourth sentence of paragraph 4, the notification referred to in the first sentence of paragraph 4 at the same time as the publication. (6) If the issuer is in breach of the obligations laid down in paragraphs 4 and 4, the obligation to comply with 1 to 4, he shall be replaced by another only under the conditions of § § 37b and 37c shall be liable for any damage arising therefrom. Claims for damages based on other legal bases remain unaffected. (7) The Federal Ministry of Finance may, by means of a decree law which does not require the consent of the Federal Council, adopt more detailed provisions on
1.
the minimum content, type, language, scope and format of the publication referred to in the first, fourth and fifth sentences of paragraph 1, and the second sentence of paragraph 2,
2.
the minimum content, the nature, the language, the scope and the form of a communication referred to in the fourth sentence of paragraph 3, paragraph 4 and the second sentence of paragraph 5, and
3.
the legitimate interests of the issuer and the guarantee of confidentiality as referred to in paragraph 3.
The Federal Ministry of Finance can transfer the authorization to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) by means of a regulation. Unofficial table of contents

Section 15a Notification of transactions, publication and transmission to the business register

(1) Persons performing managerial functions in an issuer of shares shall have their own business with shares of the issuer or financial instruments relating thereto, in particular derivatives, the issuer and the Federal Institute within the five working days. The obligation laid down in the first sentence shall also be the responsibility of persons who are closely related to such a person. The obligation laid down in the first sentence shall apply only to issuers of such shares, which:
1.
are admitted to trading on a domestic exchange, or
2.
are admitted to trading on a foreign organised market, provided that the issuer is domicated or is an issuer of a registered office outside the European Union and the European Economic Area, for which the Federal Republic of Germany is a country of origin within the meaning of the Securities Prospectus Act.
The admission to trading in an organised market shall be the same if the application for admission has been made or has been announced publicly. The obligation laid down in the first sentence shall not apply as long as the total amount of the business of a person with managerial responsibilities and the persons in a close relationship with that person as a whole amount to EUR 5,000 by the end of the calendar year (2) Persons with managerial responsibilities within the meaning of the first sentence of paragraph 1 shall be personally liable partners or members of a management, administrative or supervisory body of the issuer, as well as any other person who regularly has access to Insider information have and to make significant business decisions (3) Persons within the meaning of the first sentence of paragraph 1 who are closely related to the persons referred to in paragraph 2 shall be their spouse, registered life partner, dependent children and other relatives who shall be with the persons referred to in paragraph 1 (2) at the time when the notifiable business has been concluded for at least one year in the same household. Legal entities in which persons referred to in paragraph 2 or in the sentence 1 perform managerial duties shall also be considered to be persons within the meaning of the second sentence of paragraph 1. controlled, directly or indirectly, by a person within the meaning of paragraph 2 or sentence 1, established in favour of such a person or whose economic interests largely correspond to those of such a person. (4) The domestic issuer shall immediately publish the information referred to in paragraph 1 and , at the same time as the Bundesanstalt shall communicate it to the Bundesanstalt; it shall also forward it without delay, but not prior to its publication, to the business register within the meaning of Section 8b of the Commercial Code for storage. The second sentence of Article 15 (1) applies accordingly with the proviso that the public announcement of an application for admission is equivalent to an application for admission. (5) The Federal Ministry of Finance may, by means of a legal regulation, not the Approval of the Federal Council requires, more detailed provisions on the minimum content, type, language, scope and form of the notification referred to in paragraph 1 and paragraph 4, first sentence, and the publication referred to in paragraph 4. The Federal Ministry of Finance can transfer the authorization to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) by means of a regulation. Unofficial table of contents

§ 15b Leadership of insider directories

(1) Issuers pursuant to section 15 (1) sentence 1 or second sentence 2 and persons acting on their behalf or for their account shall have lists of such persons who are active for them and who have access to inside information as intended. These directories must be updated immediately and transmitted to the Federal Institute upon request by the person who is required to make a pledge after the first sentence. The persons held in the directories shall be informed by issuers of the legal obligations arising from access to insider information, as well as the legal consequences of infringements. Persons acting on behalf of or on behalf of the issuer are not subject to the persons referred to in Section 323 (1) sentence 1 of the Commercial Code. (2) The Federal Ministry of Finance may be governed by a decree law which does not give the consent of the Federal Government. The Federal Council needs to adopt more detailed provisions on
1.
the size and form of the directories,
2.
the data contained in the directories;
3.
the updating and maintenance of data regarding the directories,
4.
the period over which the directories must be kept and
5.
Time limits for the destruction of the directories.
The Federal Ministry of Finance can transfer the authorization to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) by means of a regulation. Unofficial table of contents

§ 16 Recording requirements

Investment service companies and domestic companies admitted to trading on a domestic stock exchange shall, before the execution of orders which are subject to insider documents as defined in Section 12, apply to: natural persons to determine the name, date of birth and address, the company and the address of the contracting entities and the persons or undertakings entitled or liable to the undertaking, and to record such information. Records in accordance with the first sentence shall be kept for at least six years. For storage purposes, Section 257 (3) and (5) of the Commercial Code shall apply accordingly. Unofficial table of contents

§ 16a Monitoring of the operations of the employees of the Bundesanstalt

(1) The Bundesanstalt must have adequate internal control procedures which are liable to counteract the violation of the prohibitions pursuant to § 14 of the Federal Labour Office. (2) The service supervisor or the person appointed by him. The person employed by the Federal Labour Office may require the provision of information and the submission of documents relating to transactions in insider documents which they have concluded for their own account or for another account or for another. § 4 (9) shall apply. Employees who have or may have knowledge of insider information in their business operations are obliged to do business in insider documents which they have concluded for their own account or for another account or for another, to report immediately to the service supervisor or to the person appointed by him in writing. The service manager or the person appointed by him shall determine the employees referred to in sentence 3. Unofficial table of contents

§ 16b retention of connection data

(1) The Bundesanstalt may be a member of an investment service undertaking and a domestic company which is admitted to trading on a domestic stock exchange, and an issuer of insider securities, as well as in writing, to the associated undertaking which has its registered office in the country or whose securities are admitted to trading on a domestic stock exchange or which are included in the regulated market or free circulation, for a given group of persons. Retention of already existing connection data on telecommunications traffic provided that there is evidence of a breach of § 14 or § 20a in respect of these persons of the concrete undertaking. The fundamental right of Article 10 of the Basic Law is limited to this extent. The persons concerned must be notified in accordance with § 101 (4) and (5) of the Code of Criminal Procedure. On the basis of the first sentence, the Bundesanstalt cannot require the retention of connection data to be collected only in the future. (2) The time limit for the retention of the already existing data is from the date of access of the request to no more than six months. If the retention of the connection data via the telecommunications traffic is no longer required to check the suspicion of a breach of a prohibition pursuant to § 14 or § 20a, the Federal Institute shall immediately inform the consant of the obligation to retain the data in question in To inform and to immediately destroy the documents available for this purpose. The obligation to destroy the existing data without delay shall also apply to the storage subject.

Section 3a
Credit rating agencies

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Section 17 Competence within the meaning of Regulation (EC) No 1060/2009

(1) The Bundesanstalt shall be the competent authority within the meaning of Article 22 of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (OJ L 327, 30.12.2009, p. 1), as last amended by Regulation (EU) No 462/2013 (OJ L 302, 15.11.2013, p. 1). 1), as amended. (2) In the case of investment services undertakings, the Bundesanstalt is the competent authority within the meaning of Article 25a of Regulation (EC) No 1060/2009 in accordance with this law. as amended, to the extent that such undertakings use credit ratings in the provision of investment services or ancillary investment services. (3) Insofar as Regulation (EC) No 1060/2009, as amended, or legislative acts adopted on the basis of this Regulation shall not be subject to any derogation; § § 2, 2a, 4, 6, paragraph 2, § 7, with the exception of paragraph 4, sentence 5 to 8, § 8, with the exception of the third sentence of the first sentence of paragraph 1, apply mutas to the exercise of supervision by the Bundesanstalt pursuant to paragraphs 1, 2 and 5. (4) Action taken against measures taken by the Bundesanstalt in accordance with paragraphs 1 and 2, also on the basis of or in conjunction with Regulation (EC) No 1060/2009, as amended or on the basis of acts adopted on its basis, shall not have any effect on any action taken by the Federal Agency pursuant to paragraphs 1 and 2. (5) Admission claimant within the meaning of § 2 (11) and the provider within the meaning of § 2 (10) of the Securities Prospectus Act, which shall submit an application for the approval of a prospectus within the meaning of the Securities Prospectus Act for a public offer or admission to trading of structured financial instruments within the meaning of Article 8b or Article 8c of Regulation (EC) No 1060/2009, as amended or an issue within the meaning of Article 8d of Regulation (EC) No 1060/2009, as amended by the Bundesanstalt, and, at the same time, issuer of that structured The Federal Institute for Financial Instruments or the issuing of this issue has the status of the approval request shall be accompanied by a declaration that they comply with the obligations of Articles 8b, 8c or 8d of Regulation (EC) No 1060/2009, as amended, in accordance with Articles 8b, 8c or 8d of Regulation (EC) No 1060/2009. The effective delivery of this declaration shall be without prejudice to the effectiveness of the application for a trillion.

Section 3b
OTC derivatives and trade repositories

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§ 18 Monitoring of the clearing of OTC derivatives and oversight of trade repositories

(1) The Bundesanstalt is responsible for compliance with the provisions of Articles 4, 5 and 7 to 13 of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 November 2012, without prejudice to § 6 of the Banking Act under this Act. July 2012 on OTC derivatives, central counterparties and trade repositories (OJ C 139, 30.4.2012, p. 1), unless otherwise indicated in Section 3 (5) or § 5 (6) of the Exchange Act. The Federal Agency shall be the competent authority within the meaning of Article 62 (4), Article 63 (3) to (7), Article 68 (3) and Article 74 (1) to (3) of Regulation (EU) No 648/2012. Unless otherwise provided for in Regulation (EU) No 648/2012, the provisions of Sections 1 and 2 of this Act shall apply, with the exception of sections 9 and 10 of this Act. (2) The Bundesanstalt shall apply the provisions of this Act in accordance with the first sentence of paragraph 1. powers conferred by Regulation (EU) No 648/2012 to the extent that this is necessary for the performance of their duties and for the monitoring of compliance with the obligations laid down in Regulation (EU) No 648/2012. (3) Where the Bundesanstalt acting as the competent authority referred to in the first sentence of paragraph 1, or exercising the powers referred to in paragraph 2, , the documents to be submitted shall be drawn up in the German language and, at the request of the Federal Institute, in addition in English. The Federal Institute may allow the documents to be produced and submitted exclusively in English. (4) The Federal Office may request information from companies, the submission of documents and the transfer of copies, to the extent that: this is necessary for the monitoring of compliance with the requirements referred to in paragraph 1. Legal information and non-disclosure rights as well as statutory duty of confidentiality remain unaffected. (5) Opposition and action against measures taken by the Bundesanstalt pursuant to paragraphs 2 and 4, including in conjunction with the Regulation (EU) No 648/2012, do not have suspensive effect. Unofficial table of contents

Section 19 Non-financial counterparties ' obligations to participate

(1) A communication pursuant to Article 10 (1) (a) of Regulation (EU) No 648/2012 in respect of the Bundesanstalt requires the written form. (2) A non-financial counterparty within the meaning of Article 2 (9) of Regulation (EU) No 648/2012 shall be required. (3) As proof within the meaning of Article 10 (2) of Regulation (EU) No 648/2012, it must be notified immediately in writing to the Federal Agency. (3) Regulation (EU) No 648/2012 shall apply to a certificate issued by an auditor, A certified auditor or an accounting and accounting firm. Unofficial table of contents

Section 20 Examination of compliance with certain obligations of Regulation (EU) No 648/2012

(1) Capital companies which are neither small capital companies within the meaning of Section 267 (1) of the Commercial Code nor financial counterparties within the meaning of Article 2 (8) of Regulation (EU) No 648/2012 and which have expired in the past Fiscal year either
1.
OTC derivatives within the meaning of Article 2 (7) of Regulation (EU) No 648/2012 with a total nominal volume of more than EUR 100 million, or
2.
more than 100 OTC derivative contracts have been examined by an appropriate auditor within nine months of the end of the financial year and have found that they have appropriate systems to ensure compliance with the Requirements referred to in Article 4 (1), (2) and (3), second subparagraph, Article 9 (1) to (4), Article 10 (1) to (3), and Articles 11 (1) to 10, 11 (1) and (12) of Regulation (EU) No 648/2012, and Article 19 (1) and (2) of this Regulation Ensure the law. For the purposes of calculating the threshold set out in points 1 and 2 of the first sentence, account shall not be taken of any such transactions which, as intra-group transactions, are subject to the exception of Article 4 (2) of Regulation (EU) No 648/2012, or of the The requirements of Article 11 (3) of Regulation (EU) No 648/2012 are exempt.
The obligations set out in the first sentence shall not apply to such companies which are subject to the audit obligations under Section 57 of the Insurance Supervision Act or the audit obligations under Section 29 of the Banking Act. (2) Suitable auditors within the meaning of paragraph 1 The first sentence is an auditor, sworn accountant as well as auditing and accounting firms which have sufficient knowledge of the subject of the examination. The capital company shall appoint the auditor no later than 15 months after the beginning of the financial year to which the examination extends. (3) The examiner must sign the certificate and within nine months of the end of the A financial year to which the audit extends, to be submitted to the legal representatives and the Supervisory Board if the capital company has such a company. Prior to the delivery of the certificate to the Supervisory Board, the Executive Board shall be given the opportunity to comment. In the certificate, the auditor shall report on the results of the examination in writing. If the examiner is aware of serious infringements of the requirements of paragraph 1 during the examination, he shall inform the Federal Institute without delay. § 323 of the Commercial Code applies accordingly. (4) If the certificate of the examiner contains the determination of defects, the capital company shall forward the certificate immediately to the Federal Office. If an auditor finds that the management has not sent a corresponding transfer to the Federal Office in a financial year that is before the examination period, he must immediately inform the Federal Institute of this. The Bundesanstalt der Wirtschaftsprüferkammer (Bundesanstalt der Wirtschaftsprüferkammer) shall transmit facts which indicate the existence of an infringement of professional duties by the auditor. (5) The obligations laid down in paragraph 1 in conjunction with paragraphs 2 to 4 shall also apply to open trading companies and limited partnerships within the meaning of Section 264a (1) of the Commercial Code. § 264a (2) of the Commercial Code applies accordingly. (6) The Federal Ministry of Finance may, in agreement with the Federal Ministry of Justice, set out more detailed provisions on the basis of a legal regulation which does not require the approval of the Federal Council. The nature, extent and timing of the examination referred to in paragraph 1, and the nature and extent of the certificates referred to in paragraph 3, shall be adopted in so far as this is necessary for the performance of the tasks of the Federal Agency, in particular in order to ensure compliance with the provisions of the first sentence of paragraph 1 , and to provide uniform documentation on . The Federal Ministry of Finance can transfer the authorization to the Federal Institute by agreement with the Federal Ministry of Justice in agreement with the Federal Ministry of Justice.

Section 4
Monitoring the ban on market manipulation

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§ 20a Ban on market manipulation

(1) It is prohibited to:
1.
incorrect or misleading information on circumstances which are significant for the evaluation of a financial instrument, or to conceal such circumstances contrary to existing legislation, where the information or the conspirade is appropriate, on the domestic stock exchange or market price of a financial instrument or on the price of a financial instrument in an organised market in another Member State of the European Union or in another State Party to the Agreement on the the European Economic Area,
2.
carry out operations or issue purchase or sales orders which are likely to give false or misleading signals for supply, demand or stock exchange or market price of financial instruments, or to provide an artificial price level , or
3.
carry out other acts of deception on the domestic stock exchange or market price of a financial instrument or on the price of a financial instrument in an organised market in another Member State of the European Union; Union, or in another State Party to the Agreement on the European Economic Area.
The first sentence shall apply to financial instruments which:
1.
be admitted to trading on a domestic stock exchange, or are included in the regulated market or in the free circulation, or
2.
are admitted to trading in an organised market in another Member State of the European Union or of another State Party to the Agreement on the European Economic Area.
The admission to trading in an organised market or the inclusion in the regulated market or in the free circulation shall be the same if the application for admission or inclusion has been made or has been publicly announced. (2) The prohibition of the The second sentence of the first sentence of paragraph 1 shall not apply where the act is compatible with the permissible market practice on the organised market in question or in the free movement concerned and the trading person has legitimate reasons for doing so. Only practices which can reasonably be expected on the relevant market and which are accepted by the Federal Institute as permissible market practice within the meaning of this provision shall be considered as permissible market practice. A market practice is not already inadmissible because it was not explicitly recognized before. (3) Trade in own shares in the framework of buy-back programmes as well as measures to stabilise the price of financial instruments put in place in nothing in breach of the prohibition laid down in the first sentence of paragraph 1, in so far as they are in accordance with the provisions of Commission Regulation (EC) No 2273/2003 of 22 December 2003 implementing Directive 2003 /6/EC of the European Parliament and of the Council, Derogations for repurchase programmes and price stabilisation measures (OJ C 327, 28.4.2002, p. EU No L 336 p. 33). The provisions of Regulation (EC) No 2273/2003 shall apply in respect of financial instruments included in the free movement or in the regulated market. (4) The provisions of paragraphs 1 to 3 shall apply by analogy to:
1.
Goods within the meaning of Section 2 (2) (c),
2.
Emission allowances within the meaning of Section 3 (3) of the Greenhouse Gas Emissions Trading Act (GHG) and
3.
foreign payment instruments within the meaning of Section 51 of the Stock Exchange Act,
which are traded on a domestic exchange or a comparable market in another Member State of the European Union or in another Contracting State of the Agreement on the European Economic Area. (5) The Federal Ministry of the Finances may be subject to further provisions by means of a legal regulation which requires the approval of the Bundesrat.
1.
circumstances which are significant for the evaluation of financial instruments,
2.
incorrect or misleading signals for the supply, demand or exchange or market price of financial instruments or the existence of an artificial price level,
3.
the existence of a miscellaneous deception,
4.
acts and omissions which in no case constitute a breach of the prohibition laid down in the first sentence of paragraph 1, and
5.
Acts which are considered to be accepted market practice and the procedure for the recognition of an acceptable market practice.
The Federal Ministry of Finance can transfer the authorization to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) by means of a regulation. (6) In the case of journalists who act in the exercise of their profession, the conditions laid down in the first sentence of paragraph 1 shall be fulfilled, taking into account the conditions laid down in paragraph 1. to assess professional rules, unless such persons, either directly or indirectly, derive benefit from the incorrect or misleading information or draw on profits. Unofficial table of contents

§ 20b

(dropped)

Section 5
Communication, publication and transmission of changes in the voting rights to the business register

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Section 21 Notification obligations of the reporting party

(1) Those who by acquisition, sale or otherwise 3 percent, 5 percent, 10 percent, 15 percent, 20 percent, 25 percent, 30 percent, 50 percent or 75 percent of the voting rights of shares in it belong to an issuer for which the shares The Federal Republic of Germany is the country of origin, reaches, exceeds or falls below (reporting requirements), has this immediately to the issuer and at the same time the Federal Institute, no later than within four trading days with due regard to § 22 (1) and (2). In the case of certificates representing shares, the obligation to provide a notification shall only apply to the holders of the certificates. The period of the sentence 1 shall begin at the time when the notifiable person is aware of it or has had to have, in the circumstances, that his share of the voting rights has reached, exceeds or falls below the thresholds referred to. It is presumed that the notifying party is aware of two trading days after reaching, exceeding or falling below those thresholds. (1a) Wem at the time of the first admission of the shares to trading in an organised market 3 A percentage or more of the voting rights in an issuer for which the Federal Republic of Germany is the country of origin shall make a notification in accordance with the first sentence of paragraph 1 to that issuer and to the Bundesanstalt. (2) For the purposes of this Section, domestic issuers and issuers for which the Federal Republic of Germany is the State of origin are only those whose shares are admitted to trading in an organised market. (3) The Federal Ministry of Finance may adopt detailed provisions on the content, type, language, scope and form of the notification referred to in the first sentence of paragraph 1 and paragraph 1a by means of a regulation which does not require the consent of the Federal Council. Unofficial table of contents

Section 22 Insuration of voting rights

(1) The voting rights of the reporting subject shall be equal to the voting rights of shares of the issuer for which the Federal Republic of Germany is the country of origin for the notification requirements in accordance with Article 21 (1) and (1a) of this Regulation,
1.
which are owned by a subsidiary of the reporting party,
2.
that belong to a third party and are held by him for the account of the reporting person,
3.
that the notifying party has transferred to a third party as collateral, unless the third party has the power to exercise the voting rights in those shares and declares that it intends to exercise the voting rights independently of the instructions of the reporting person,
4.
where there is an order for the person who is subject to a reporting obligation,
5.
that the notifiable person can acquire through a declaration of intent,
6.
entrusted to the reporting person or from which he or she may exercise the voting rights as an authorized representative, provided that he/she may exercise the voting rights in those shares at his own discretion, if there are no special instructions of the shareholder.
For the calculation referred to in the first sentence of the first sentence of the first subparagraph, the reporting obligation shall be equal to the reporting party's subsidiary. Voting rights of the subsidiary are attributed in full to the notifying party. (2) The reporting person shall also be entitled to the voting rights of a third party from shares of the issuer for which the Federal Republic of Germany is the country of origin, in full The amount by which the notifiable person or his subsidiary shall be voting in respect of the issuer on the basis of an agreement or otherwise, with the exception of agreements in individual cases. A concerted practice requires that the reporting person or his subsidiary and the third party agree on the exercise of voting rights or with the aim of a lasting and significant change in the entrepreneurial spirit. Alignment of the issuer in any other way. Paragraph 1 shall apply to the calculation of the voting rights of the third party. (3) subsidiaries are undertakings which are considered subsidiaries within the meaning of Section 290 of the Commercial Code or to which a dominant influence is exercised. (3a) For the purposes of this provision, an investment service undertaking shall be deemed to apply in respect of the shareholdings held by him in the context of an investment service pursuant to Article 2 (3) of the German Securities and Markets The following conditions shall not be administered in accordance with the following conditions: Subsidiaries within the meaning of paragraph 3:
1.
the investment services undertaking may exercise the voting rights associated with the shares in question only on the basis of instructions issued in writing or through electronic means, or by appropriate arrangements ensure that the financial portfolio management is independent of other services and under conditions to which Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of law and Administrative provisions relating to undertakings for joint installations in Securities (UCITS) (OJ L 327, 30.4.2004, 32) are equivalent to the current version of the Directive,
2.
the investment service undertaking shall exercise the voting rights independently of the reporting party;
3.
the notifiable person shall inform the Federal institution of the name of this investment service undertaking and the competent authority responsible for its supervision or the absence of such an undertaking and
4.
the notifiable person shall declare to the Bundesanstalt that the conditions set out in point 2 have been met.
However, an investment service undertaking shall be deemed to be a subsidiary within the meaning of paragraph 3 for the purposes of this provision, where the notifiable person or any other subsidiary of the reporting party, for its part, shares a stake in the the participation of the investment service undertaking and the investment service undertaking does not, in its sole discretion, the voting rights associated with such holdings, but only on the basis of direct or indirect shares of the shares held by the investment service undertaking, be able to carry out indirect instructions to him from the reporting person or be issued by another subsidiary of the reporting party. (4) In the case of the first sentence of the first sentence of paragraph 1, if a proxy is granted only for the exercise of the voting rights for a general meeting, it shall be subject to the obligation to meet the obligation to notify the party. Article 21 (1) and (1a), in conjunction with the first sentence of paragraph 1, sentence 1, no. 6, shall be sufficient if the notification is made only when the authority is issued. The notification must include the indication of when the Annual General Meeting will take place and the extent to which the voting rights, which will be attributed to the Plenipotentiary after the completion of the proxy or the exercise of the exercise, will be attributed. (5) The Federal Ministry of the Finance may, by means of a regulation which does not require the consent of the Federal Council, lay down detailed provisions on the circumstances under which, in the case referred to in paragraph 3a, an independence of the investment service undertaking shall be subject to the Notifiable persons, and by means of electronic means, with which instructions are given in the For the purposes of paragraph 3a. Unofficial table of contents

Section 23 Non-consideration of voting rights

(1) Voting rights from shares of an issuer for which the Federal Republic of Germany is the country of origin shall not be taken into account in the calculation of the voting rights, if its holder
1.
a company established in a Member State of the European Union or in another State Party to the Agreement on the European Economic Area, which provides investment services;
2.
the shares in question are held or intended to be held in the trading stock and that share is not more than 5 per cent of the voting rights; and
3.
ensure that voting rights from the shares in question are not exercised and are not used in any other way in order to influence the management of the issuer.
(2) Voting rights from shares of an issuer for which the Federal Republic of Germany is the home country shall not be taken into account in the calculation of the voting rights, provided that:
1.
the shares in question are held solely for the purpose of settlement and settlement of transactions for a maximum of three trading days, even if the shares are also traded outside an organised market; or
2.
a body responsible for the custody of shares may exercise the voting rights of the held shares only on the basis of instructions given in writing or via electronic means.
(3) Voting rights of shares made available to or made available by the members of the European System of Central Banks in the performance of their duties as monetary authorities shall remain in the calculation of the voting rights shall not be taken into account in the issuer for which the Federal Republic of Germany is the country of origin, in so far as the transactions are short-term transactions and the voting rights are not exercised from the shares in question. The first sentence shall apply, in particular, to the voting rights of shares transferred to or from a member within the meaning of the first sentence for security, and for voting rights in shares held by the member as a deposit or in the framework of a pension or a pension business, or (4) Voting rights for the reporting thresholds of 3 per cent and 5 per cent shall remain the same for monetary policy purposes or within a payment system. (4) Voting rights shall remain for the reporting thresholds of 3 per cent and 5% shares of an issuer in respect of which the Federal Republic of Germany is the country of origin, unaccounted for by a person who is permanently offering to buy or sell financial instruments by way of own-trade to self-imposed prices on a market (Market Maker), if:
1.
this person acts as a market maker in their capacity,
2.
it has an authorisation pursuant to section 32 (1) sentence 1 in conjunction with Section 1 (1a) sentence 2 no. 4 of the Banking Act,
3.
it does not intervene in the management of the issuer and does not exercise any influence on it in order to buy the shares in question or to base the price of the shares; and
4.
inform the Bundesanstalt immediately, no later than within four trading days, that it is acting as market maker in respect of the shares in question; for the beginning of the period, § 21 (1) sentences 3 and 4 shall apply accordingly.
The person may also submit the communication at the time when it intends to act as a market maker in respect of the shares in question. (5) Voting rights in shares which are calculated in accordance with paragraphs 1 to 4 in the calculation of the shares in the market. The Federal Ministry of Finance may, by means of a regulation which does not require the approval of the Federal Council, may not be exercised.
1.
set a shorter maximum period for holding the shares referred to in paragraph 2 (1);
2.
adopt detailed provisions concerning the non-consideration of the voting rights of a market-maker in accordance with paragraph 4; and
3.
Detailed provisions shall be adopted by means of electronic means which may be used to give instructions pursuant to paragraph 2 (2).
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Section 24 Communication from Group companies

If the reporting person belongs to a group for which a consolidated financial statements must be drawn up in accordance with § § 290, 340i of the Commercial Code, the notice of notification in accordance with section 21 (1) and (1a) may be carried out by the parent company or, if the The parent company itself is a subsidiary company, by which parent companies are fulfilled. Unofficial table of contents

§ 25 Obligations of participation in the holding of financial instruments and other instruments

(1) Those who directly or indirectly hold financial instruments or other instruments giving their holder the right to unilaterally within the framework of a legally binding agreement with voting rights and have already issued shares of a Issuers, for which the Federal Republic of Germany is the country of origin, shall acquire, in the event of reaching, exceeding or falling below the thresholds referred to in Article 21 (1) sentence 1, with the exception of the threshold of 3 per cent, in accordance with Section 21 (1) (1) (1) (1). 1 sentence 1 shall be notified immediately to the issuer and to the Bundesanstalt at the same time. § § 23 and 24 shall apply accordingly. A aggregation with the participations in accordance with § § 21 and 22 shall take place; financial instruments and other instruments, each falling under § 22 (1) sentence 1, point 5, shall be taken into account in the calculation only once. (2) various of the financial instruments referred to in paragraph 1 or other instruments relating to shares of the same issuer, the person liable to participate must compile the voting rights from those shares. (2a) A notification obligation under paragraph 1 shall consist of: not, in so far as the number of voting rights in shares for which an offer to purchase on the basis of an offer under the Securities Acquisition and Takeover Act has been accepted in accordance with Article 23 (1) of the German Securities Acquisition and Takeover Act. (3) The Federal Ministry of Finance may be subject to legal regulation which does not include the Approval of the Federal Council requires, more detailed provisions on the content, the type, the language, the scope and the form of the notification referred to in paragraph 1. Unofficial table of contents

Section 25a Obligations to participate in the holding of other financial instruments and other instruments

(1) Those who directly or indirectly hold financial instruments or other instruments which are not already covered by § 25 and which enable their proprietor or a third party on the basis of their design to be connected with voting rights and already The shares issued by an issuer for which the Federal Republic of Germany is the country of origin shall, on reaching, exceed or fall below the thresholds referred to in Article 21 (1) sentence 1, with the exception of the threshold of 3 percent in accordance with § 21 (1) sentence 1 immediately to the issuer and at the same time the issuer Federal Agency. A permit within the meaning of the first sentence shall be given, in particular, if:
1.
the counterparty of the holder could exclude or reduce the risks arising from these instruments by holding shares within the meaning of sentence 1; or
2.
the financial instruments or other instruments give rise to a right to acquire shares within the meaning of the first sentence or to give rise to an acquisition obligation in respect of such shares.
In the case of options transactions or similar transactions, the exercise of such transactions shall be subject to the exercise A permit within the meaning of the sentence 1 shall not be granted if the shareholders of a offeree company within the meaning of Article 2 (3) of the German Securities Acquisition and Takeover Act as part of an offer under the Securities Acquisition Act and the Takeover Act for the acquisition of shares. A notification obligation pursuant to sentence 1 shall not apply in so far as the number of voting rights in shares for which an offer to acquire on the basis of an offer has been accepted under the Securities Acquisition and Takeover Act, in accordance with Article 23 (1) of the Securities acquisition and acquisition law is to be disclosed. § 24 shall apply accordingly. The amount of the share of the voting rights referred to in paragraph 1 shall be determined by the number of shares within the meaning of the first sentence of paragraph 1, the acquisition of which shall be the holder or one of the shares referred to in paragraph 1, the amount of which shall be determined by the amount of the shares referred to in paragraph 1. Third party may be made possible under the financial instrument or any other instrument. If the financial instrument or other instrument does not contain any information in this respect, the proportion of the voting rights to be communicated shall be the proportion of the number of corresponding shares held by the counterparty at the time of acquisition of the shares. In the calculation of the required number of shares, a delta factor should be provided for in accordance with the second sentence of Article 308 (4) of the Solvency Regulation with a Amount of 1. Where different financial instruments and other instruments referred to in paragraph 1 relate to shares of the same issuer, the person liable to participate must calculate the voting rights from those shares. (3) In calculating the amount of the the part of the voting rights shall not be taken into account in such financial instruments or other instruments which are provided by a company established in a Member State of the European Union or in another State Party to the Agreement on European Economic Area providing investment services, (4) The Federal Ministry of Finance may, by means of a legal regulation not subject to the consent of the Federal Ministry of Finance, be responsible for the of the Federal Council, more detailed provisions shall be adopted on:
1.
the content, the nature, the language, the scope, the form of the notification and the calculation of the voting rights referred to in paragraph 2,
2.
Exceptions to the obligation to provide notification in respect of financial instruments or other instruments referred to in paragraph 1, in particular with regard to such instruments as those provided by undertakings providing investment services within the meaning of the first sentence of Article 2 (3) of this Regulation, in the In the case of transactions held by them or held solely for the purpose of invoicing and settlement of transactions for a maximum of three trading days, these undertakings shall be held or held for the purpose of carrying out transactions for customers.
The Federal Ministry of Finance can transfer the authorization to the Federal Institute by means of a legal regulation. Unofficial table of contents

Section 26 Publication obligations of the issuer and the transmission to the business register

(1) A domestic agent shall have information pursuant to section 21 (1) sentence 1, paragraph 1 (a) and section 25 (1) sentence 1, as well as § 25a (1) sentence 1, or according to corresponding provisions of other member states of the European Union or other states parties to the agreement on the European Economic Area without delay, not later than three trading days after receipt of the notification; it shall also forward it without delay, but not before it is published, to the business register within the meaning of Section 8b of the The commercial code for storage. Where, in respect of treasury shares, a domestic issuer reaches or falls below either itself or through a person acting in its own name but on behalf of that issuer the threshold of 5 per cent or 10 per cent by acquisition, Divestment or otherwise, sentence 1 shall apply in accordance with the proviso that, by way of derogation from the first sentence, a declaration must be published, the content of which is based on the first sentence of Article 21 (1), including in conjunction with a legal regulation pursuant to Article 21 (3) , and the publication no later than four trading days after reaching, exceeding or exceeding If the Federal Republic of Germany is the country of origin, the threshold of 3 per cent shall also be decisive if the issuer is the Federal Republic of Germany. (2) At the same time, the domestic issuer shall have the following publication: (3) The Federal Ministry of Finance may, by means of a regulation which does not require the approval of the Federal Council, lay down more detailed provisions on the
1.
the content, nature, language, scope and form of the publication referred to in the first sentence of paragraph 1, and
2.
the content, the nature, the language, the scope and the form of the notification referred to in paragraph 2.
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Section 26a Publication of the total number of voting rights and transmission to the business register

A domestic issuer shall have the total number of voting rights at the end of each calendar month in which the right to vote or acceptance of voting rights has occurred, in the first sentence of Article 26 (1), including in conjunction with a legal regulation referred to in paragraph 3 (1), In accordance with Article 26 (2) of the Federal Republic of Germany, and in conjunction with a legal regulation pursuant to paragraph 3 (2), the Federal Institute shall be notified of the publication. It shall also transmit the information without delay, but not prior to its publication, to the business register within the meaning of Section 8b of the Commercial Code for storage. Unofficial table of contents

Section 27 Proof of participation of participations

Anyone who has submitted a communication pursuant to § 21 (1), (1a) or (1) (1) must, at the request of the Federal Institute or of the issuer for which the Federal Republic of Germany is the country of origin, demonstrate the existence of the joint participation. Unofficial table of contents

§ 27a Participation obligations for holders of essential participations

(1) A reporting obligation within the meaning of § § 21 and 22, which reaches or exceeds the threshold of 10 percent of the voting rights from shares or a higher threshold, must be the issuer for which the Federal Republic of Germany is the country of origin, the the acquisition of the voting rights and the origin of the funds used for the acquisition within 20 trading days of the reaching or exceeding of these thresholds. A change in the objectives referred to in the first sentence shall be communicated within 20 trading days. In respect of the objectives pursued by the acquisition of voting rights, the reporting person shall indicate whether:
1.
the investment of the implementation of strategic objectives or the achievement of trade gains,
2.
within the next twelve months, it intends to acquire further voting rights by acquisition or otherwise;
3.
it seeks to influence the occupation of the administrative, management and supervisory bodies of the issuer; and
4.
it seeks to make a substantial change in the capital structure of society, in particular as regards the relationship between equity and debt financing and the policy of dividends.
With regard to the origin of the funds used, the notifying party shall indicate whether it is a matter of equity or of any other means which the notifiable person has received in order to finance the acquisition of voting rights. A notification obligation pursuant to sentence 1 shall not exist if the threshold has been reached or exceeded on the basis of an offer within the meaning of Section 2 (1) of the German Securities Acquisition and Takeover Act. The obligation to provide information shall also not apply to capital management companies and to foreign management companies and investment companies within the meaning of Directive 2009 /65/EC, which is subject to an Article 56 (1), first sentence, of Directive 2009 /65/EC where an investment limit of 10 per cent or less has been established, and where a notification requirement does not exist even if an Article 57 (1), first sentence, and (2) of Directive 2009 /65/EC corresponds to that (2) The derogation allowed for the exceeding of investment limits. (2) The The issuer has the information received or the fact that the obligation to provide information pursuant to paragraph 1 has not been fulfilled in accordance with § 26 (1) sentence 1 in conjunction with the legal regulation pursuant to § 26 (3) No. 1. (3) The Articles of Association an issuer having its registered office in Germany may provide that paragraph 1 shall not apply. Paragraph 1 shall also not apply to issuers having their head offices abroad, whose articles of association or other provisions provide for non-application. (4) The Federal Ministry of Finance may, by means of a decree law which does not give the consent of the Federal Council, , more detailed provisions on the content, type, language, scope and form of the communications referred to in paragraph 1. Unofficial table of contents

Section 28 Legal loss

Rights of shares, which belong to a reporting party or from which voting rights are attributed to him pursuant to § 22 (1) sentence 1 no. 1 or 2, do not exist for the time for which the notice of notification in accordance with Section 21 (1) or (1a) is not fulfilled. This does not apply to claims under Section 58 (4) of the German Stock Corporation Act (AktG) and § 271 of the German Stock Corporation Act (AktG) if the communication has not been deliberately failed and has been collected. If the amount of the voting rights is affected, the period after sentence 1 shall be extended by six months in the event of a deliberate or grossly negligent breach of the notice of notification. Sentence 3 shall not apply if the deviation at the level of the voting rights indicated in the preceding incorrect notification amounts to less than 10 per cent of the actual voting rights and no notification of reaching, exceeding or exceeding the voting rights. If one of the thresholds referred to in § 21 falls below the threshold level. Unofficial table of contents

§ 29 Guidelines of the Federal Institute

The Federal Institute may establish guidelines according to which it assesses for the rule case whether the conditions for a notified operation or a waiver of the notification obligations pursuant to section 21 (1) are given. The guidelines are to be published in the Federal Gazette. Unofficial table of contents

§ 29a Liberation

(1) The Bundesanstalt may exempt domestic issuers with their registered office in a third country from the obligations laid down in Article 26 (1) and (26a), insofar as these issuers are subject to equivalent rules of a third country or subject to such rules. The Federal Institute shall inform the European Securities and Markets Authority of the granted exemption. Sentence 1 shall not apply to the obligations of these issuers pursuant to Article 26 (1) and (26a) on the basis of notifications pursuant to § 25a. (2) Issuers to which the Bundesanstalt has granted an exemption pursuant to paragraph 1 shall be required to provide information on circumstances which are to be found in § 21 of the German Federal Office of the European Union. 1, Section 25 (1), first sentence, Article 26 (1), first sentence, and 2 and Article 26a, and which are to be made available to the public in accordance with the equivalent rules of a third country, in which the first sentence of Article 26 (1), also in conjunction with a legal regulation pursuant to paragraph 3, published in a regulated manner, and at the same time the Bundesanstalt . The information shall also be transmitted immediately, but not prior to its publication, to the business register within the meaning of Section 8b of the Commercial Code for storage. (3) For the allocation of the voting rights in accordance with Section 22, a company shall apply with its registered office in a third country which, in accordance with Section 32 (1) sentence 1 in conjunction with Section 1 (1a) sentence 2, point 3 of the Banking Act, would be entitled to an admission to the financial portfolio management if it had its registered office or its head office domesically, in respect of the shares to be managed by him under the financial portfolio management, not as a subsidiary within the meaning of section 22 (3). This presupposees that
1.
it satisfies the requirements of its independence, which are equivalent to those for investment service companies pursuant to section 22 (3a), also in conjunction with a regulation pursuant to section 22 (5),
2.
the notifiers of the Bundesanstalt notifies the name of that undertaking and the competent authority responsible for its supervision or the absence of such a person; and
3.
the notifiable to the Bundesanstalt declares that the conditions laid down in paragraph 1 are met.
(4) The Federal Ministry of Finance is authorized to lay down detailed provisions on the equivalence of rules of a third country and the exemption of issuers pursuant to paragraph 1 by means of a regulation which does not require the approval of the Bundesrat. and undertakings referred to in paragraph 3. Unofficial table of contents

§ 30 Trading Days

(1) For the calculation of the notification and publication periods under this Section, trading days shall be deemed to be all calendar days which are not Sundays, Sundays or, at least in one country, national legally recognised public holidays. (2) The Federal Institute provides a calendar of trading days on the Internet under its address.

Section 5a
Necessary information for the exercise of rights from securities

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Section 30a Obligations of issuers in respect of holders of securities

(1) Issuers, for which the Federal Republic of Germany is the country of origin, shall ensure that:
1.
all holders of the approved securities shall be treated equally in the same conditions;
2.
all the facilities and information required by the holders of the securities admitted to exercise their rights are publicly available in the territory of the country;
3.
the data on holders of authorised securities are protected from being informed by unauthorised persons;
4.
for the entire duration of the admission of the securities, at least one financial institution shall be designated as the paying agent in the country where all the necessary measures are taken in respect of the securities, in the case of the presentation of the securities at that point free of charge, can be effected;
5.
in the case of eligible shares, a form for the issuance of a full power for the general meeting, together with the invitation to the general meeting or after the invitation to the general meeting, shall be sent on request in text form;
6.
in the case of eligible debt securities within the meaning of Article 2 (1) (3), with the exception of securities which are also covered by Section 2 (1) (2) or which are at least conditional on the acquisition of securities in accordance with Article 2 (1) (1) or (1) (1)). Number 2, each person entitled to vote, together with the invitation to the creditors 'meeting or after the invitation to the creditor's meeting, shall, on request in writing, form a form for the issuing of a full power for the creditors' meeting shall be forwarded.
(2) An issuer of approved debt instruments within the meaning of paragraph 1 (6), for which the Federal Republic of Germany is the country of origin, may be the creditors ' meeting in any Member State of the European Union or in any other Contracting State of the Agreement on the European Economic Area. This requires that in the State all the facilities and information necessary for the exercise of the rights are available to the holders of the debt securities and that only holders of the following debt instruments are invited to the meeting of the creditors:
1.
Debt instruments with a minimum denomination of EUR 100 000 or the equivalent in a different currency or equivalent on the date of issue; or
2.
outstanding debt instruments with a minimum denomination of EUR 50 000 or the equivalent in a different currency on the date of issue, if the debt securities are already traded on an organised domestic market before 31 December 2010 or in another Member State of the European Union or of another State Party to the Agreement on the European Economic Area.
(3) For the provisions of paragraph 1 (1) to (5) and in accordance with Section 30b (3) (1), the holders of shares representing shares shall be equal to the holders of the shares represented. Unofficial table of contents

§ 30b Publication of communications and transmission by means of remote data transmission

(1) The issuer of approved shares, for which the Federal Republic of Germany is the country of origin, must:
1.
the convening of the Annual General Meeting, including the agenda, the total number of shares and voting rights at the time of the convening of the Annual General Meeting and the rights of the shareholders with regard to the participation in the Annual General Meeting, as well as
2.
Communications on the payout and payment of dividends, the issuance of new shares and the agreement or exercise of exchange, reference, drawing rights and subscription rights
publish immediately in the Federal Gazette. To the extent that a corresponding publication in the Federal Gazette is also required by other provisions, a one-off publication is sufficient. (2) The issuer of eligible debt securities within the meaning of Article 30a (1) (6), for which the The Federal Republic of Germany is the country of origin, must
1.
the place, date and agenda of the assembly of creditors and communications on the right of the holders of the debt to participate, and
2.
Communications on the exercise of rights of exchange, drawing and dismissal as well as on interest payments, repayments, disbursements and the previously announced or levied items not yet redeemed
publish immediately in the Federal Gazette. (3) Without prejudice to the publication requirements referred to in paragraphs 1 and 2, issuers for which the Federal Republic of Germany is the country of origin may provide information to holders of approved transferable securities by way of Transmit data transmission if the resulting costs are not imposed on the holders of securities in breach of the principle of equal treatment in accordance with Section 30a (1) (1) of this Regulation; and
1.
in the case of approved shares
a)
approved the Annual General Meeting,
b)
the choice of the type of remote data transmission does not depend on the registered office or place of residence of the shareholders or of the persons to whom voting rights are attributed in the cases of § 22;
c)
Arrangements have been made for the safe identification and addressing of shareholders or those who may exercise voting rights or who may give instructions to exercise their voting rights; and
d)
the shareholders or, in the cases of § 22 (1), first sentence, no. 1, 3, 4 and para. 2, expressly consented to the exercise of voting rights in the transmission by way of the transmission of data, or of a request in text form for consent , within a reasonable period of time, and which, as a result of this, have not withdrawn at a later stage in the event of consent,
2.
in the case of eligible debt securities within the meaning of Article 30a (1) (6)
a)
approved a creditors ' meeting,
b)
the choice of the type of data transmission does not depend on the registered office or place of residence of the debt holders or their authorised agents;
c)
Arrangements for the safe identification and addressing of the debt holders have been taken,
d)
the debt holders have expressly consented to the transmission through the transmission of data, or a request in text form for consent is not contradicted within a reasonable period of time and which, as a result, shall be deemed to have been granted Do not revoke consent at a later date.

Footnote

(+ + + § 30b (3) (1) (1) (b)). a: For the first time, see Section 46 (3) + + +) Unofficial table of contents

Section 30c Changes to the issuer's legal basis

The issuer of eligible securities for which the Federal Republic of Germany is the country of origin shall have intended amendments to its statutes or other legal bases affecting the rights of the holders of securities, the Bundesanstalt and the accreditation bodies of the domestic or foreign organised markets in which its securities are admitted to trading, immediately after the decision, the draft amendment to the decision-making body to decide on the amendment, , but at the latest at the time of the convening of the decision-making body. Unofficial table of contents

§ 30d Rules applicable to issuers from the European Union and the European Economic Area

The provisions of Sections 30a to 30c shall also apply to issuers for which not the Federal Republic of Germany, but another Member State of the European Union or State Party to the Agreement on the European Economic Area of the European Union. The country of origin is, if its securities are admitted to trading on a domestic organised market and their country of origin does not provide for them in accordance with § § 30a to 30c. Unofficial table of contents

§ 30e Publication of additional information and transmission to the business register

(1) A domestic agent shall be required to:
1.
any change in the rights attaching to the securities admitted, and
a)
in the case of eligible shares of rights, which are linked to derivative securities issued by the issuer itself, provided that they obtain a right of exchange or acquisition on the eligible shares of the issuer,
b)
in the case of securities other than shares, changes in the endowing of such securities, in particular interest rates, or the terms and conditions associated with them, in so far as the rights attaching to the securities are indirectly affected,
c)
in the case of securities which grant creditors a right of exchange or subscription rights to shares, any changes in the rights associated with the shares to which the exchange or subscription right relates,
2.
the inclusion of bonds with the exception of sovereign bonds within the meaning of Section 37 of the Stock Exchange Act and the warranties assumed for them, provided that it is not an international public institution which has at least one Member State of the European Union or any other State Party to the Agreement on the European Economic Area, or does not exclusively issue securities guaranteed by the Federation, and
3.
information which it may publish in a third country and which may be of importance to the public in the European Union and in the European Economic Area;
without delay and at the same time inform the Federal Institute of this publication. It shall also transmit this information without delay, but not before its publication, to the business register within the meaning of Section 8b of the Commercial Code for storage. (2) The Federal Ministry of Finance is authorized to Legal Regulation, which does not require the consent of the Federal Council, to lay down more detailed provisions on the minimum content, type, language, scope and form of publication and the notification referred to in the first sentence of paragraph 1. Unofficial table of contents

§ 30f Liberation

(1) The Bundesanstalt may exempt domestic issuers with their registered office in a third country from the obligations under Sections 30a, 30b and 30e (1) (1) (1) and (2) to the extent that these issuers are subject to equivalent rules of a third country or such issuers are subject to the same rules as those of a third country. Submit rules. The Federal Institute shall inform the European Securities and Markets Supervisory Authority of the issued exemption. (2) Issuers to which the Bundesanstalt has granted an exemption pursuant to paragraph 1 shall be required to provide information on circumstances within the meaning of § 30e Paragraph 1, first sentence, No. 1 and 2, which are to be made available to the public in accordance with the equivalent rules of a third country, shall be published in accordance with Section 30e (1) in conjunction with a legal regulation pursuant to Section 30e (2) and the Publication at the same time of the Federal Institute; they must also provide the information (3) The Federal Ministry of Finance shall be authorized to do so by means of a decree-law which does not give the consent of the The Federal Council needs to adopt more detailed provisions on the equivalence of rules of a third country and the exemption of issuers in accordance with paragraph 1. Unofficial table of contents

Section 30g Exclusion of challenge

The dispute of a general assembly decision cannot be based on a violation of the provisions of this Section.

Section 5b
Short selling and trading in derivatives

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§ 30h Monitoring of short selling

(1) The Federal Agency shall be the competent authority within the meaning of Regulation (EU) No 236/2012. Article 15 (5a) of the Stock Exchange Act remains unaffected. Unless otherwise provided for in Regulation (EU) No 236/2012, the provisions of Sections 1 and 2 of this Act shall apply, with the exception of § 7 (4) sentence 5 to 8, § 8 (1) sentence 3 and § 9, corresponding. (2) The Bundesanstalt shall exercise the powers conferred upon it in accordance with the first sentence of paragraph 1 in conjunction with Regulation (EU) No 236/2012, insofar as this is for the performance of its tasks and the monitoring of compliance with the rules laid down in Regulation (EU) No 236/2012 regulated obligations. For the purposes of the second sentence of Article 9 (4) of Regulation (EU) No 236/2012, the Bundesanstalt supervises the relevant Internet pages of the Federal Gazette. (3) Opposition and challenge action against measures taken by the Bundesanstalt pursuant to paragraph 2, also in connection with Regulation (EU) No 236/2012, do not have suspensive effect. (4) The Federal Ministry of Finance may, by means of a regulation which does not require the consent of the Federal Council, more detailed provisions on
1.
the nature, scope and form of communications and publications of net short-selling positions in accordance with Articles 5 to 8 of Regulation (EU) No 236/2012;
1a.
the supervision of the Internet pages of the Federal Gazette for the purposes of Article 9 (4), second sentence, of Regulation (EU) No 236/2012, and
2.
Type, scope and form of communications, transfers and notifications pursuant to Article 17 (5), (6) and (8) to (10) of Regulation (EU) No 236/2012
The Federal Ministry of Finance can transfer the authorization of sentence 1 to the Federal Institute by means of a regulation without the consent of the Federal Council. Unofficial table of contents

§ § 30i and 30j (omitted)

Section 6
Behavioural duties, organisational obligations, transparency obligations

Unofficial table of contents

§ 31 General rules of conduct

(1) An investment service undertaking shall be required to:
1.
to provide investment services and ancillary securities services with the necessary expertise, care and conscientiousness in the interest of its clients;
2.
In order to avoid conflicts of interest and before conducting business transactions for customers, it is clear that the general nature and origin of the conflicts of interest should be clearly stated, in so far as the organizational arrangements according to § 33 (1) sentence 2 No 3 shall not be sufficient to avoid, at reasonable discretion, the risk of impairment of customer interests.
(2) All information, including advertising messages which make available to clients on investment services, must be honest, clear and non-misleading. Advertising messages must be clearly identifiable as such. § 302 of the Capital Investment Code and Section 15 of the Securities Prospectus Act remain unaffected. Where information is provided on financial instruments or their issuers, which directly or indirectly contain a general recommendation for a given investment decision,
1.
the investment services undertakings comply with the requirements of section 33b (5) and (6) and section 34b (5), also in conjunction with a legal regulation pursuant to section 34b (8), or comparable foreign regulations, or
2.
the information, provided that it is described without complying with paragraph 1 as a financial analysis or similar, or as an objective or independent explanation of the points contained in the recommendation, clearly as an advertising message , and shall be accompanied by an indication that they do not meet all legal requirements to ensure the impartiality of financial analyses and that they prohibit trade before publication of financial analyses not subject.
(3) Investment services undertakings shall be required to provide customers with information in a timely and comprehensible manner that is appropriate to enable the clients to reasonably determine the nature and risks of the be able to understand the types of financial instruments or investment services offered or requested by them and, on this basis, make their investment decisions. The information can also be made available in a standardised form. The information must relate to:
1.
the investment service undertaking and its services,
2.
the types of financial instruments and proposed investment strategies, including related risks,
3.
Execution places and
4.
Costs and additional costs.
§ § 293 to 296, 297, 303 to 307 of the capital investment code shall remain unaffected. (3a) In the event of investment advice, a short and easy-to-understand information sheet shall be available to the customer in good time before the conclusion of a transaction through financial instruments. be made available through any financial instrument to which a purchase recommendation relates. The information provided in the information leaflets referred to in the first sentence shall not be incorrect or misleading and shall be compatible with the particulars of the prospectus. Replace the information sheet
1.
in the case of shares or shares in UCITS or open audience AIF, the essential investor information in accordance with § § 164 and 166 of the Capital Investment Code,
2.
in the case of shares or shares in closed audience AIF, the essential investor information in accordance with sections 268 and 270 of the Capital Investment Code,
3.
in the case of the EU-AIF and foreign AIF, the essential investor information in accordance with Article 318 (5) of the Capital Investment Code,
4.
in the case of the EU UCITS, the essential investor information which has been published in German in accordance with the second sentence of Article 298 (1) of the Capital Management Code,
5.
in the case of domestic investment property within the meaning of the investment law, in the version valid until 21 July 2013, which may be further distributed for the period referred to in Article 345 (6), first sentence, of the Capital Investment Code, the essential Investor information drawn up in accordance with Article 42 (2) of the Investment Act in the version valid until 21 July 2013, and
6.
in the case of foreign investment assets within the meaning of the investment law, in the version valid until 21 July 2013, which are still further distributed for the period referred to in § 345 (8) sentence 2 or § 355 (2) sentence 10 of the capital investment code , the main investor information which has been drawn up in accordance with Article 137 (2) of the Investment Act in the version in force until 21 July 2013, and
7.
in the case of asset investments within the meaning of Article 1 (2) of the Assets Act, the asset investment information sheet according to § 13 of the Assets Act, to the extent that the provider of the assets is responsible for the preparation of such a property Asset information sheet is required, and
8.
in the case of certified old-age pension and basic pension contracts in the sense of the retirement pension certification act, the individual product information sheet in accordance with § 7 (1) of the retirement pension certification act as well as the additional the investor information referred to in paragraphs 1, 3 or 4, provided that the shares in the collective investment undertakings referred to in point 1, 3 or 4 are concerned.
(4) An investment service provider providing investment advice or financial portfolio management shall obtain from the clients all information on the knowledge and experience of the clients in relation to transactions with certain types of financial instruments or investment services, the investment objectives of the clients and their financial circumstances, which are necessary in order to provide the client with a financial instrument suitable for them or an investment service which is appropriate for them to be recommended. The adequacy is assessed according to whether the specific transaction recommended to the client or the specific investment service in the financial portfolio management is in accordance with the investment objectives of the client in question, who shall be responsible for the investment objectives of the financial portfolio. the customer is able to understand its investment objectives financially and the customer with his knowledge and experience is able to understand the investment risks that can be gained from this. If the investment service undertaking does not obtain the necessary information, it may not recommend a financial instrument in connection with investment advice or, in the context of a financial portfolio management, no recommendation (4a) An investment service undertaking providing the investment services referred to in the first sentence of paragraph 4 may only recommend to its customers financial instruments and investment services provided for in accordance with the information obtained for: that are suitable for the customer. The adequacy is assessed in accordance with the second sentence of paragraph 4. (4b) An investment service company providing investment advice is required to provide clients with timely and comprehensible information prior to the commencement of the consultation and before the conclusion of the advisory contract. Form information on whether the investment advice is provided as an honorary investment advice or not. If the investment advice is not provided as an honorary investment advice, the customer is to be informed as to whether benefits in connection with the investment advice may be accepted and retained by third parties. (4c) investment services companies providing investment advice as an honorary investment advice;
1.
, its recommendation must be based on a sufficient number of financial instruments available on the market, which:
a)
are sufficiently scattered with regard to their nature and their supplier or issuer; and
b)
are not limited to providers or issuers who are closely connected to the investment service undertaking or to which there are other economic links; the same shall apply to financial instruments the providers of which are or the issuer is the investment service provider itself,
2.
the fee investment advice may be paid by the customer alone. In connection with the Honorary Investment Advisory Service, no non-monetary benefits may be accepted by a third party who is not a customer of this service or who has been commissioned by the customer to do so. Monetary benefits may only be accepted if the recommended financial instrument or a financial instrument which is appropriate in the same way is not available without assistance. In this case, monetary benefits are to be returned to the customer immediately after receipt and undiminished. Provisions relating to the payment of taxes and duties shall remain unaffected.
In addition, the requirements for investment advice are applicable. (4d) In the recommendation of financial statements in financial instruments based on an honorary investment advice, the provider or issuer of the financial services company itself is the investment service company itself. or where there is a close link or other economic interdependence with their offeror or issuers, the investment service undertaking shall inform the client in good time before the recommendation and in an intelligible form,
1.
the fact that it is itself a provider or issuer of the financial instruments,
2.
the fact that there is a close connection or other economic interdependence to the offeror or issuer, and
3.
the existence of an own profit interest or the interest in the financial statements of an issuer or offeror of an issuer or a provider which is connected or economically interned.
An investment service undertaking shall not, as a transaction with the customer, carry out a business transaction based on its Honorary Investment Advisory Service at a fixed or determinable price for its own account (fixed price business). Excluded are fixed-price transactions in financial instruments the offeror or issuer of which is the investment services undertaking itself. (5) Before the provision of investment services other than the investment services referred to in paragraph 4, for the execution of Client orders shall require an investment service provider to obtain information from customers on the knowledge and experience of clients in relation to transactions with certain types of financial instruments or investment services, to the extent that: this information is necessary to ensure the adequacy of the To assess financial instruments or investment services for clients. Adequacy shall be assessed according to whether the customer has the necessary knowledge and experience to be able to assess the risks associated with the nature of the financial instruments, investment services appropriately. Where an investment service undertaking takes the view, on the basis of information received in accordance with the first sentence, that the financial instrument requested by the client or the investment service is not appropriate for the client, it shall have the customer to point out. If the investment service undertaking does not obtain the necessary information, it shall inform the customer that it is not possible to assess the appropriateness of the sentence in the sentence 1. The information referred to in the third sentence and the information provided for in the fourth sentence may be made in a standardised form. (5a) An investment service undertaking shall have an asset in the sense of Section 2a of the Treaty before the contract is concluded. Asset deposit law to the customer to obtain a self-information on the assets or income thereof, as is necessary in order to be able to verify whether the total amount of the assets of the same issuer that are from the customer the following amounts shall not be exceeded:
1.
EUR 10 000, provided that the investor in question has a freely available asset in the form of bank deposits and financial instruments of at least EUR 100 000, after his self-disclosure, or
2.
the two-fold amount of the average monthly net income of each investor, but not more than 10 000 euro.
Sentence 1 shall not apply if the total amount of the assets of the same issuer which is acquired by the customer, which is not a capital company, does not exceed EUR 1 000. An investment service undertaking may only mediate a conclusion of a contract relating to an investment in assets within the meaning of Section 2a of the Capital Investment Act if it has verified that the total amount of the assets of the same issuer which is the subject of the (6) In so far as the information referred to in paragraphs 4, 5 and 5a is based on the information provided by the customer, the customer shall have the right to obtain the right of access to the customer. Investment service undertakings shall be responsible for the error or incompleteness of the The information provided by his customers shall not be represented unless the incompleteness or inaccuracy of the customer's information is known to him or is unknown as a result of gross negligence. (7) The obligations laid down in paragraph 5 shall not apply to the extent that the Investment service providers
1.
on the initiative of the customer, financial commission business, proprietary trading, termination or investment mediation in respect of shares admitted to trading in an organised market or an equivalent market, money market instruments, Debt securities and other securitised debt instruments in which a derivative is not embedded, provides the necessary shares of investment assets or other non-complex financial instruments to the requirements of Directive 2009 /65/EC, and
2.
inform the customer that no adequacy assessment is carried out within the meaning of paragraph 5. The information can be provided in a standardized form.
(8) Investment service providers must report to their clients in an appropriate manner on the transactions carried out or the financial portfolio management provided. (9) For professional clients within the meaning of Section 31a (2), the In the context of the obligations referred to in paragraph 4, investment service undertakings shall be entitled to assume that they shall be entitled to the products, businesses or services for which they are considered to be professional customers, Knowledge and experience with the business or the financial portfolio management and that, in accordance with their investment objectives, any investment risks associated with the business or financial portfolio management may be financially sustainable. An information sheet referred to in the first sentence of paragraph 3a or a document referred to in the third sentence of paragraph 3a shall not be made available to professional customers within the meaning of Article 31a (2). (10) Paragraph 1 (1) and paragraphs 2 to 9, as well as Articles 31a, 31b, 31d and 31e shall also apply to undertakings established in a third country who provide investment services or ancillary securities services to clients who have their habitual residence or management in the country, provided that: does not include the investment service or the ancemials service, including (11) The Federal Ministry of Finance may adopt detailed provisions by means of a regulation which does not require the approval of the Federal Council.
1.
on the nature, scope and form of the disclosure referred to in paragraph 1 (2),
2.
on the nature, content, timing and data carrier of the information required for the customer pursuant to paragraphs 2 and 3 of the first sentence of paragraph 3, the first sentence of paragraphs 4b and 4d,
2a.
in agreement with the Federal Ministry of Food, Agriculture and Consumer Protection, on the content and structure of the information leaflets within the meaning of the first sentence of paragraph 3a and of the manner in which they are made available,
3.
the nature of the information to be collected by the customers pursuant to paragraphs 4 and 5,
3a.
to the requirement laid down in point (1) (1) of the first paragraph of paragraph 4c, the recommendation in the framework of the fee-investment advisory service shall be based on a sufficient number of financial instruments offered on the market;
4.
for the allocation of other financial instruments to the non-complex financial instruments referred to in paragraph 7 (1),
5.
the type, content, timing and volume of the reporting requirements referred to in paragraph 8.
The Federal Ministry of Finance can transfer the authorization to the Federal Institute by means of a legal regulation.

Footnote

(+ + + § 31 Abs 1 to 9 u. 11: For use, see Section 51 (4) sentence 2 and § 54 para. 4 sentence 2 KAGB + + +) Unofficial table of contents

§ 31a Customers

(1) Customers within the meaning of this Act are all natural or legal persons for which investment service companies provide investment services or ancillary securities services. (2) Professional customers in the sense of this law is a customer in which the investment services undertaking can assume that they have sufficient experience, knowledge and expertise to make their investment decisions and the risks associated with them be properly assessed. Professional customers within the meaning of sentence 1
1.
companies that act as
a)
investment services undertakings,
b)
other approved or regulated financial institutions;
c)
insurance undertakings,
d)
collective investment undertakings and their management companies;
e)
Pension funds and their management companies,
f)
Undertakings within the meaning of section 2a (1) (8),
g)
Stock exchange traders and commodity derivatives traders,
h)
other institutional investors whose principal activity is not covered by points (a) to (g);
, to be able to operate on the financial markets, either domestically or abroad, or in the form of a supervisory or supervisory duty;
2.
not within the meaning of point 1, undertakings which are responsible for admission or supervision and which exceed at least two of the following three characteristics:
a)
20.000.000 Euro balance sheet total,
b)
40.000.000 Euro turnover,
c)
2.000.000 Euro own resources;
3.
national and regional governments, as well as public debt management bodies;
4.
central banks, international and national institutions such as the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organisations;
5.
Other non-institutional investors, other than those referred to in point 1, whose principal activity is the investment in financial instruments, and bodies responsible for the securitisation of assets and other Conduct financing operations.
They are considered to be professional clients with respect to all financial instruments, investment services and ancillary securities. (3) Private customers within the meaning of this Act are customers who are not professional customers. (4) Suitable Counterparties shall be undertakings within the meaning of paragraph 2 (1) (a) to (f), the bodies referred to in paragraph 2 (3) and (4), and undertakings within the meaning of Section 2a (1) (12). The appropriate counterparties shall be equal to
1.
Undertakings within the meaning of paragraph 2 (2), having their registered office in Germany or abroad,
2.
Undertakings established in another Member State of the European Union or of another State Party to the Agreement on the European Economic Area, which, in accordance with the law of the Member State of origin, shall be deemed to be the appropriate counterparties in the sense of the Article 24 (3), first sentence, of Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, amending Council Directives 85 /611/EEC and 93 /6/EEC and Directive 2000 /12/EC of the European Parliament and of the Council of 21 April 2004 on the markets in financial instruments European Parliament and Council and repealing Council Directive 93 /22/EEC (OJ L 196, 27.7.1993, p. EU No L 145 p. 1, 2005 No 18) should be considered in the relevant version,
if they have agreed to be treated as a suitable counterparty for all or individual transactions. (5) An investment service undertaking may, notwithstanding the provisions of paragraphs 2 and 4, be able to act as a professional client or Classify private customers and professional customers as private customers. The investment service provider must inform its clients of a change in the classification. (6) A professional client may agree with the investment service provider to classify as a private client. The agreement on the change of classification shall require the written form. If the amendment is not intended to cover all investment services, ancillary securities services and financial instruments, this should be expressly laid down. An investment service undertaking shall indicate to professional clients within the meaning of the second sentence of the second sentence of paragraph 2 and paragraph 7 at the beginning of a business relationship that they are classified as professional customers and that the possibility of Change of classification according to sentence 1. Where an investment service undertaking has, before 1 November 2007, a customer, on the basis of an evaluation procedure based on the expertise, experience and knowledge of the clients referred to in the first sentence of paragraph 2, has the following: Classification after 1 November 2007. These customers shall be informed of the conditions of the classification referred to in paragraphs 2, 5 and 6 and the possibility of amending the classification referred to in the fourth sentence of paragraph 6. (7) A private customer may, at the request or by establishing the securities service providers are considered to be a professional client. The change in the classification shall be based on an assessment by the investment services undertaking as to whether the customer is able, on the basis of his experience, knowledge and expertise, in general or in respect of a particular type of to make an investment decision and to assess adequately the risks associated with it. A change of classification shall only be considered if the private customer fulfils at least two of the following three criteria:
1.
the customer has made an average of ten business transactions in the quarter during the last year in the market where the financial instruments are to be considered as a professional customer;
2.
the customer has bank balances and financial instruments worth more than 500,000 euros;
3.
the customer has at least for one year pursued a profession on the capital market, which requires knowledge of the relevant transactions, investment services and ancillary securities services.
The investment services company must inform the private customer in writing that the change in the classification no longer applies to the protection provisions of this law for private customers. The customer must confirm in writing that he has taken note of this notice. Where a professional customer within the meaning of the first sentence or the second sentence of the second sentence of paragraph 2 does not inform the investment service provider of any changes which may affect his or her classification as a professional client, the investment service provider shall state the reasons for that (8) The Federal Ministry of Finance may, by means of a regulation which does not require the approval of the Federal Council, lay down more detailed provisions on the Requirements for classification as referred to in paragraph 2 (2), the procedure and the the organisational arrangements of the investment services undertakings in the event of a change in the classification referred to in paragraph 5 and the criteria, the procedure and the organisational arrangements in the event of a change or maintenance of the classification according to the Paragraphs 6 and 7. The Federal Ministry of Finance can transfer the authorization to the Federal Institute by means of a legal regulation.

Footnote

(+ + + § 31a: For application, see Section 51 (4) sentence 2 and § 54 para. 4 sentence 2 KAGB + + +) Unofficial table of contents

§ 31b Business with appropriate counterparties

(1) Investment services undertakings concerned with the financial services business, the investment and final placement and the private trade, as well as the direct ancillary investment services to appropriate counterparties. , are not bound by the provisions of § 31 (2), (3) and (5) to (7), as well as § § 31c, 31d and 33a. Sentence 1 shall not apply provided that the appropriate counterparty has agreed with the investment service provider for all or for individual transactions, to be treated as a professional client or as a private customer. (2) The Federal Ministry The Finance may, by means of a regulation which does not require the consent of the Federal Council, lay down detailed provisions on the form and content of an agreement referred to in the second sentence of paragraph 1 and the manner in which the agreement is approved in accordance with Article 31a (4) sentence 2. Federal Ministry of Finance may apply the authorisation by means of a legal regulation to the Federal institution.

Footnote

(+ + + § 31b: For application, see Section 51 (4) sentence 2 and § 54 para. 4 sentence 2 KAGB + + +) Unofficial table of contents

§ 31c Processing of customer orders

(1) An investment service undertaking shall make appropriate arrangements to:
1.
to execute customer orders immediately and in relation to other customer orders and the trading interests of the investment service provider or to forward them to third parties;
2.
to carry out comparable customer orders in accordance with the order in which they are received, or to forward them to third parties for the purpose of execution, subject to prevailing market conditions or to any other interest of the customer;
3.
to ensure that customer funds and customer financial instruments are correctly accounted for,
4.
in order to safeguard the interests of all customers involved in the pooling of client orders with other customer orders or with orders for own account of the investment service undertaking,
5.
ensure that information relating to outstanding customer orders is not abused,
6.
inform any customer concerned of the merging of the orders and the associated risks and of any private customer concerned, without delay, of any major problems encountered in the execution of the order.
(2) If limited customer orders in respect of shares admitted to trading on an organised market cannot be carried out immediately on the basis of market conditions, the investment service company shall be required to perform such orders shall immediately be notified in such a way that they are easily accessible to other market participants, provided that the customer does not give any other instruction. The obligation laid down in the first sentence shall be deemed to have been fulfilled if the orders have been or are passed on to an organised market or a multilateral trading system which complies with the requirements of Article 31 of Regulation (EC) No 1287/2006. The Federal Labour Office may cancel the obligation under the first sentence in respect of such orders which considerably exceed the normal market value of the market. (3) The Federal Ministry of Finance may, by means of a regulation which does not give the consent of the Federal Ministry of Finance, The Federal Council shall adopt detailed rules on the obligations laid down in the first sentence of paragraphs 1 and 2 and on the conditions under which the Bundesanstalt may lift the obligation laid down in the third sentence of paragraph 2. The Federal Ministry of Finance can transfer the authorization to the Federal Institute by means of a legal regulation. Unofficial table of contents

§ 31d Zuexpenditure

An investment service undertaking shall not accept or grant to third parties, in connection with the provision of investment services or ancillary securities services, or to third parties who are not customers of such services. service, unless:
1.
the grant is designed to improve the quality of the service provided to the customer and is not contrary to the proper provision of the service in the interests of the customer within the meaning of § 31 (1) no. 1
2.
The existence, nature and scope of the grant or, in so far as the scope has not yet been determined, the manner in which it is calculated, shall be more widely available to the customer prior to the provision of the investment service or the ancecrial service of the securities, to be clearly laid out in a correct and comprehensible manner.
A grant within the meaning of the first sentence shall not apply where the investment service undertaking adopts or grants it to a third party to whom it has been entrusted by the client. (2) Contributions in the sense of this (3) The disclosure referred to in paragraph 1 (2) may take the form of a summary of the essential elements of the agreements on grants, provided that: the investment service provider shall provide the customer with details of the disclosure (4) (5) charges and charges which enable or are necessary for the provision of investment services, and which are not appropriate in their nature, the performance of the The obligation to endanger the obligation pursuant to section 31 (1), first sentence, no. 1 shall be exempted from the prohibition provided for in paragraph 1.

Footnote

(+ + + § 31d: For application cf. Section 51 (4) sentence 2 and § 54 para. 4 sentence 2 KAGB + + +) Unofficial table of contents

Section 31e Provision of investment services and ancillary securities services through another investment service undertaking

Where an investment service undertaking receives an order to provide investment services or ancillary investment services to a client through another investment service undertaking, the receiving undertaking shall be: the following measures shall be held responsible for the performance of the investment service or the securities anceshare performance in accordance with the provisions of this Section:
1.
the receiving investment service undertaking shall not be obliged to verify the completeness and accuracy of the customer's information and customer instructions provided to him by the other investment service undertaking,
2.
the receiving investment service undertaking may rely on recommendations in respect of the investment service or the ancu-c service performance of the client from the other investment service undertaking in the In accordance with the legal requirements.
Unofficial table of contents

Section 31f Operation of a multilateral trading system

(1) The operator of a multilateral trading system shall be obliged to:
1.
to lay down arrangements for the access of trading participants to the multilateral trading system, which provide for at least the requirements for participation in the exchange trading pursuant to Article 19 (2) and (4) sentence 1 of the Stock Exchange Act; § 19 (4) sentence 2 of the The Stock Exchange Act shall apply accordingly,
2.
to lay down rules for the inclusion of financial instruments, the proper conduct of trade and pricing, the use of reference prices for reference and the settlement of transactions concluded in accordance with the contract, with the following: the rules on trade and pricing must not give the operator a margin of discretion,
3.
have adequate control procedures to monitor compliance with the rules referred to in point 2 and to monitor compliance with Sections 14 and 20a of this Regulation,
4.
ensure that prices in the multilateral trading system are brought about in accordance with the provisions of Section 24 (2) of the Stock Exchange Act,
5.
ensure that the records of the contracts awarded and the transactions concluded in the multilateral trading system ensure full monitoring by the Federal Agency,
6.
to publicly disclose all information necessary and relevant for the use of the multilateral trading system, taking into account the nature of the users and the financial instruments traded,
7.
for the excessive use of the multilateral trading system, in particular by means of disproportionately large number of orders, changes and deletions, to require separate charges; the level of such charges shall be such as to ensure that excessive use is made of the use and related adverse effects on system stability or market integrity effectively,
8.
make appropriate arrangements to ensure proper pricing even in the event of significant price volatility; appropriate arrangements are in particular short-term changes to the market model and short-term volatility interruptions , taking into account static or dynamic price corridors or limit systems of the trading participants responsible for fixing the price,
9.
ensure and monitor that trading participants ensure an appropriate relationship between their order inputs, changes and deletions, and the transactions actually executed (order transaction ratio), in order to take risks in order to avoid proper trade in the multilateral trading system; the order transaction ratio is in each case for a financial instrument and on the basis of the numerical volume of the respective orders and transactions within one month; and, in particular, it is appropriate to have an adequate the order-transaction ratio if the transaction is economically understandable as a result of the liquidity of the financial instrument concerned, the specific market situation or the function of the acting undertaking,
10.
to establish an appropriate size of the smallest possible price change in the financial instruments traded in order to reduce adverse effects on market integrity and liquidity; in particular, when determining the minimum size, it is necessary to: take into account the fact that it does not affect the pricing mechanism and the objective of an appropriate order transaction ratio within the meaning of point 9; and
11.
to lay down rules for the identification of the orders generated by the algorithmic trading within the meaning of Article 33 (1a), first sentence, by the trading participants and the identification of the trading algorithms used for this purpose.
Issuers whose financial instruments have been included in trade in a multilateral trading system without their consent may not be required to provide information on such financial instruments for this multilateral trading system. (3) The operator of a multilateral trading system must notify the Bundesanstalt of serious breaches of the rules of trade and market integrity; in the case of an indication of an infringement of § 14 or § 20a shall inform the Federal Institute without delay and in the case of its (4) The operator of a multilateral trading system shall immediately inform the Bundesanstalt if a significant financial instrument traded on its multilateral trading system is more significant. Price fall within the meaning of Article 23 of Regulation (EU) No 236/2012. (5) The operator of a multilateral trading system has the Bundesanstalt on the receipt of requests for access under Articles 7 and 8 of Regulation (EU) No 648/2012 inform in writing without delay. The Federal Institute may
1.
under the conditions laid down in Article 7 (4) of Regulation (EU) No 648/2012, the operator of a multilateral trading system shall prohibit access to a central counterparty within the meaning of that Regulation, and
2.
under the conditions laid down in Article 8 (4) of Regulation (EU) No 648/2012, the operator of a multilateral trading system shall prohibit access to a central counterparty within the meaning of that Regulation.
(6) The Federal Ministry of Finance may, by means of a regulation which does not require the consent of the Federal Council, lay down detailed rules on the collection and the level of the charges referred to in paragraph 1 (7), in order to determine an appropriate relationship between contract entries, changes and deletions, and the transactions actually carried out in accordance with paragraph 1 (9), for the determination of an appropriate size of the smallest possible price change referred to in paragraph 1 (10) and for the determination of the Rules on labelling and identification referred to in paragraph 1 (11). The Federal Ministry of Finance can transfer the authorization to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) by means of a regulation. Unofficial table of contents

Section 31g Pre-and post-trade transparency for multilateral trading systems

(1) The operator of a multilateral trading system shall have the price of the most limited purchase order and of the shares representing the shares and shares in the system which are admitted to trading on an organised market. (2) The Bundesanstalt may, under the conditions laid down in Chapter IV, publish the lowest limited sales order and the volume tradable at these prices continuously during normal business hours. (2) Section 1 of Regulation (EC) No 1287/2006, operators of multilateral (3) The operator of a multilateral trading system shall have the market price, the volume and the date of transactions concluded in accordance with paragraph 1 on appropriate commercial transactions. (4) The Bundesanstalt may, in accordance with Chapter IV, Section 3 of Regulation (EC) No 1287/2006, delay a period of time depending on the type and extent of the transactions completed. Allow the publication of information referred to in paragraph 3. The operator of a multilateral trading system shall publish a delay in accordance with the first sentence. (5) The details of the publication obligations referred to in paragraphs 1, 3 and 4 shall be governed by Chapters IV, sections 1, 3 and 4 of Regulation (EC) No 1287/2006. Unofficial table of contents

Section 31h Publication obligations of investment service companies after trading

(1) Investment services undertakings which do business in the framework of investment services in accordance with Article 2 (3), first sentence, no. 1 to 4, with certificates representing shares and shares admitted to trading on an organised market outside of a or a multilateral trading system, the volume, the market price and the date on which such transactions are concluded shall be subject to appropriate commercial conditions and, as far as possible, to (2) The Federal Office may, in accordance with Chapter IV, publish Section 3 of Regulation (EC) No 1287/2006, depending on the scope of the transactions concluded, shall allow for a delayed publication of information referred to in paragraph 1. The investment service undertaking shall publish a delay in accordance with the first sentence. (3) The details of the publication obligations referred to in paragraphs 1 and 2 shall be governed by Chapters IV, sections 3 and 4 of Regulation (EC) No 1287/2006. Commission. Unofficial table of contents

§ 32 Systematic internalisation

Sections 32a to 32d shall apply to systematic internalisers in so far as they execute orders in shares and equities representing certificates which are admitted to trading on an organized market until the standard market size. Detailed rules shall be laid down in Chapters III and IV of Section 2 and 4 of Regulation (EC) No 1287/2006. A market within the meaning of these rules shall apply to a class of shares from all orders executed in the European Union in respect of this share of shares, except those which are compared with the normal market size of those shares have a large volume. Unofficial table of contents

Section 32a Publication of Quotes by systematic internalisers

(1) A systematic internaliser within the meaning of § 32 sentence 1 is obligated to purchase regularly and continuously during the normal trading hours for the share prices offered by him on reasonable commercial terms and conditions binding purchase- and selling bids (Quotes), provided that there is a liquid market for that purpose. If there is no liquider market, it is obliged to publish quotes on request from its customers in accordance with the rate of sentence 1. The prices of the published quotes must reflect the prevailing market conditions. (2) The systematic internaliser may use the number of shares of the shares or the value (size) of the shares to be paid for their purchase or purchase. Set the sale offers in the share classes to which he publishes quotes. The purchase and selling prices per share in a quota must reflect the prevailing market conditions. (3) The systematic internaliser can update the quotes it publishes at any time and in the event of exceptional circumstances (4) The details of the publication requirements referred to in the first and second sentences of paragraph 1 shall be governed by the provisions of Section 2 and Article 4 of Chapter IV of Regulation (EC) No 1287/2006. Unofficial table of contents

Section 32b Determination of the standard market size and tasks of the Bundesanstalt

(1) In order to determine the standard market size within the meaning of § 32, first sentence, the Federal Agency shall determine, on the basis of the average value of the transactions carried out on the market, at least once a year the classes for the shares of the shares, (2) The Bundesanstalt publishes the classes determined in accordance with paragraph 1 on its Internet site and transmits it to the European Securities and Markets Authority. Unofficial table of contents

§ 32c Execution of customer orders through systematic internalisers

(1) A systematic internaliser within the meaning of § 32 sentence 1 shall be obliged to execute orders at the price published at the time of the order entry. The execution of orders for private customers must comply with the requirements of § 33a. (2) The systematic internaliser may execute the orders of professional customers to a price other than the price referred to in the first sentence of paragraph 1, if the Order Execution
1.
at a better price, which is within a published, market-oriented range and the volume of the contract exceeds EUR 7 500,
2.
of a portfolio transaction in at least ten different securities, which are part of a single contract, or
3.
on other terms and conditions than those applicable to the market price in force.
(3) If the systematic internaliser has published only one quota, or if its largest quota is below the standard market size, it may have a customer order which is greater than the size of its quota and below the standard market size; also in so far as it exceeds the size of its quota, if the execution is carried out at the quoted price. Paragraph 2 shall remain unaffected. (4) If the systematic internaliser has published quotas for different sizes, it may, in accordance with paragraphs 1 to 3, be subject to a customer order between those quantities at one of the quoted prices (5) The systematic internaliser is obliged to establish an appropriate size of the smallest possible price change in the financial instruments traded in order to reduce negative effects on market integrity and liquidity; in the case of the fixing of the minimum size after the first half-sentence, shall take into account the fact that it does not affect the price-finding mechanism. Unofficial table of contents

§ 32d Access to Quotes, Terms and Conditions for Systematic Internalisation

(1) A systematic internaliser within the meaning of § 32 sentence 1 shall grant access to the quotes he has published in an objective and non-discriminatory manner. (2) The terms and conditions may also provide that the terms and conditions of the contract shall be subject to the following conditions:
1.
the inclusion and continuation of a business relationship with customers may be rejected, provided that this is offered on the basis of economic considerations, in particular the customer's creditworthiness, the counterparty risk or the settlement of the transactions,
2.
the execution of orders of a customer may be limited in a non-discriminatory manner, provided that this is necessary to reduce the risk of default; and
3.
, taking into account the requirements of § 31c, the total number of contracts to be executed simultaneously by a number of customers may be limited in a non-discriminatory manner, provided that the number or volume of orders is significantly higher than the standard .
Unofficial table of contents

§ 33 Organisation obligations

(1) An investment service provider must comply with the organisational obligations under Art. 25a (1), (2) and (25e) of the Banking Act. In addition, it must:
1.
establish appropriate principles, hold resources and establish procedures designed to ensure that the investment service company itself and its employees comply with the obligations of this law, with the following: , in particular, to establish a durable and effective compliance function capable of carrying out its functions independently;
2.
make appropriate arrangements to ensure the continuity and regularity of investment services and ancillary securities services;
3.
shall, in the long term, take effective measures to ensure that appropriate measures are taken to prevent conflicts of interest in the provision of investment services or ancillary securities services between himself, including his staff, and those directly related to him or her or indirectly, by means of control within the meaning of Article 4 (1) (37) of Regulation (EU) No 575/2013, of persons and undertakings and its customers, or between its customers, and to the detriment of the interests of customers; avoid;
3a.
in the context of the arrangements referred to in point 3, principles or objectives which directly or indirectly affect the turnover, volume or income of the transactions recommended in the context of investment advice (distribution targets), and monitor the fact that customer interests are not affected;
4.
to ensure effective and transparent procedures for the appropriate and prompt processing of complaints by private customers and to document any complaint and the measures taken to remedy the situation;
5.
ensure that the management and the supervisory body, at reasonable intervals, at least once a year, reports of the staff responsible for the compliance function on the adequacy and effectiveness of the principles, means and to the procedure referred to in point 1, specifying in particular whether or not to remedy any breach by the investment service undertaking or its staff of any obligations under this law or to remedy the risk of such infringement appropriate measures have been taken;
6.
monitor and regularly assess the appropriateness and effectiveness of the organisational measures taken pursuant to this section, and take the necessary measures to remedy shortcomings.
Within the framework of the arrangements to be taken pursuant to the second sentence of paragraph 1, the investment service undertaking shall be required to provide the type, scope, complexity and risk of its business as well as the nature and range of the investment services offered by it (1a) An investment service undertaking shall, in addition, comply with the provisions referred to in this paragraph where it operates in the manner of trading in financial instruments, that a computer algorithm is used to perform the individual order parameters; is automatically determined without being a system that can only be used for forwarding is used by orders for one or more trading venues or for confirmation of orders (algorithmic trading). The order parameters referred to in the first sentence shall be, in particular, decisions on whether the contract is to be initiated, the date, price or quantity of the contract, or how the contract is to be submitted after its submission with restricted or none at all. human participation. An investment service company that operates algorithmic trading must have systems and risk controls to ensure that:
1.
its trading systems are resilient, have sufficient capacity and are subject to appropriate trade thresholds and trade ceilings;
2.
the transmission of defective orders or the operation of the system, which could cause or contribute to market disturbances;
3.
its trading systems cannot be used for a purpose which is contrary to European and national rules on market abuse or the rules of the trade place with which it is connected.
An investment service provider that operates algorithmic trading must also have effective emergency arrangements to deal with unforeseen disruptions in its trading systems and ensure that its systems are fully implemented are checked and properly monitored. It must also ensure that any modification of a computer algorithm used for trading is documented. (2) An investment service provider must be responsible for the outsourcing of activities and processes, as well as Financial services comply with the requirements of § 25b of the Banking Act. The outsourcing must not change the legal relationships of the company to its customers and its obligations to the customers according to this section. The outsourcing shall not change the conditions under which the investment service undertaking has been granted a permit under Section 32 of the Banking Act. (3) An investment service company shall be entitled to: Financial portfolio management for private customers within the meaning of Article 31a (3) shall only be outsource to a company established in a third country, if:
1.
the offload undertaking is registered or registered in the third country for this service and is supervised by an authority which has a sufficient cooperation agreement with the Federal Agency; or
2.
the swap agreement has been displayed at the Federal Institute and it has not been objectionable within a reasonable period of time.
The Bundesanstalt shall publish on its website a list of the foreign supervisory authorities with which it maintains an appropriate cooperation agreement within the meaning of the first sentence of sentence 1, and the conditions under which it is (3a) An investment service undertaking shall be entitled to: (3) the provisions of the Agreement, which shall be subject to the conditions laid down in paragraph 2, and shall not be subject to any dispute. Providing investment advice only as an honorary investment advice if it is exclusively Honorary investment advice or if it separates the honorary investment advice from the rest of the investment advisory in an organisational, functional and staffing way. Investment services undertakings shall, within the meaning of point 3a of paragraph 1 of paragraph 1 of this Article, be responsible for the provision of remuneration advice in such a way as to prevent conflicts of interest arising from customer interests. An investment service company providing fee-based investment advice must indicate on its website whether the fee investment advice is offered in the main branch and in which domestic branches. (4) The Federal Ministry of Finance may adopt detailed rules on the organisational requirements laid down in the second sentence of paragraph 1 and paragraph 3a by means of a regulation which does not require the approval of the Federal Council. The Federal Ministry of Finance can transfer the authorization to the Federal Institute by means of a legal regulation. Unofficial table of contents

§ 33a Best possible execution of customer orders

(1) An investment service undertaking carrying out orders from its customers for the purchase or sale of financial instruments within the meaning of Article 2 (3), first sentence, no. 1 to 3, shall:
1.
take all reasonable steps, in particular to set the order execution principles and review at least annually, in order to achieve the best possible outcome for its customers; and
2.
ensure that the execution of each individual customer order is carried out in accordance with these principles.
The investment service undertaking shall, when drawing up the implementation principles, have to meet all the relevant criteria to achieve the best possible outcome, in particular the prices of the financial instruments used in the execution of the contract costs, the speed, the probability of execution and the execution of the contract, the extent and nature of the contract, and the criteria, taking into account the characteristics of the customer, the customer's order, of the financial instrument and the execution place. (3) Runs the In the case of contracts awarded by private clients, the execution principles must include provisions to ensure that the best possible outcome is based on the total remuneration. The total fee shall be the price of the financial instrument and all the costs associated with the execution of the order. Where an order for a financial instrument may be carried out in accordance with the execution principles of the investment service undertaking in a number of competing places, the costs shall also include the commission's own commissions or fees, which shall be: Investment service provider shall be charged to the customer for an investment service. The investment services undertakings may not structure or bill their commissions in such a way as to cause unjustified unequal treatment of the execution places. (4) In order to achieve the best possible result, an investment service provider shall be deemed to have fulfilled the obligation to obtain the best possible result according to the extent of the instruction. (5) The principles for the execution of the order must be fulfilled.
1.
information on the various execution places in respect of each type of financial instrument and the determining factors for the selection of an execution place;
2.
at least the execution places where the investment service company can consistently achieve the best possible results in the execution of client orders;
. Where the implementation principles referred to in paragraph 1 (1) also permit the execution of a contract outside organised markets and multilateral trading systems, the investment service undertaking shall separate its customers from that circumstance. and obtain their express consent in general or in relation to any business before the customer orders are executed at these execution places. (6) The investment service provider must:
1.
inform its customers of its execution principles prior to the initial provision of investment services and obtain its consent to these principles;
2.
expressly point out to his private clients that, in the case of a customer statement, the investment service company carries out the order in accordance with the customer statement and, in that regard, is not obliged to carry out the order in accordance with its to execute order execution principles for the best possible result,
3.
notify its customers of any significant changes to the arrangements referred to in paragraph 1 (1) without delay.
(7) The investment service undertaking must be able to disclose to a client, on request, that its contract has been executed in accordance with the principles of execution. (8) For investment service companies, the orders of their customers to The third parties to carry out the execution or conduct financial portfolio management without carrying out the orders or decisions themselves shall be subject to paragraphs 1 to 7, with the following conditions:
1.
within the framework of the appropriate arrangements, account shall be taken of the requirements to be taken into account in the execution of the contract in accordance with paragraphs 2 and 3;
2.
the principles to be laid down in accordance with paragraph 1 (1) must, in respect of each group of financial instruments, identify the bodies entrusted by the investment service undertaking with the execution of its decisions or to which it has the task of carrying out its decisions; to carry out its execution; the investment service undertaking must ensure that the undertakings it has selected make arrangements to enable it to fulfil its obligations under this paragraph;
3.
in accordance with the obligations laid down in paragraph 1 (2), the investment service undertaking shall, at least once a year, review its principles and regularly monitor whether the bodies responsible for the performance of the contracts are in accordance with the requirements laid down in the Make arrangements and, if necessary, correct any defects.
(9) The Federal Ministry of Finance may, by means of a regulation which does not require the consent of the Federal Council, adopt detailed provisions on minimum requirements for establishing the implementing principles referred to in paragraphs 1 to 5 above, the principles referred to in paragraph 8 (2) and the review of the arrangements referred to in paragraphs 1 and 8 and the nature, scope and volume of information on the implementing principles referred to in paragraph 6. The Federal Ministry of Finance can transfer the authorization to the Federal Institute by means of a legal regulation.

Footnote

(+ + + § 33a: For application, see Section 51 (4) sentence 2 and § 54 para. 4 sentence 2 KAGB + + +) Unofficial table of contents

§ 33b Employees and employees

(1) Employees of an investment service undertaking shall be
1.
the members of the managing bodies, the personally liable partners and comparable persons, the managing directors and the tied agents within the meaning of section 2 (10) sentence 1 of the Banking Act,
2.
the members of the managing bodies, the personally liable partners and comparable persons, as well as the directors of the tied agents,
3.
any natural person whose investment service undertaking or its tied agent is involved in the provision of investment services, in particular as a result of a work, business or business concern; or service, service, and
4.
all natural persons who are directly involved in the provision of services to the investment service undertaking or to its tied agents for the purpose of providing investment services in the context of a swap agreement are involved.
(2) Employee transactions within the meaning of paragraphs 3 to 6 shall be transactions with a financial instrument by employees.
1.
for own account,
2.
for the account of persons with whom they are closely related within the meaning of section 15a (3) sentence 1, of minor stepchildren or persons in whose business success the employee has an at least mediable significant interest, which does not exist in a fee or commission for the execution of the business, or
3.
outside of the assigned role for own or foreign invoice.
(3) Investment service providers must use appropriate means and procedures for the purpose of providing employees whose activities may give rise to a conflict of interest or who have access due to their activities to insider information in accordance with § 13 or any other confidential information relating to customers or such transactions effected with or for customers,
1.
to make an employee business, which
a)
is in breach of a provision of this Section or Article 14; or
b)
is linked to the abuse or the irregular disclosure of confidential information,
2.
to recommend, outside of its intended activity as an employee, a business through financial instruments, which as an employee business
a)
the conditions laid down in paragraph 1 or in paragraph 5 (1) or (2), or
b)
§ 31c para. 1 no. 5
or to divert another to such a business,
3.
without prejudice to the prohibition laid down in Article 14 (1) (2), to make available to other opinions or information, outside of their intended activities as employees, that the other person is likely to be tempted by this,
a)
to make a business which, as an employee business, fulfilled the conditions set out in paragraph 1 or in paragraph 5 (1) or (2), or contrary to § 31c (1) no. 5, or
b)
to recommend to a third party a transaction as referred to in point (a) or to divert it to such a transaction.
(4) The organisational arrangements referred to in paragraph 3 shall at least be designed to ensure that:
1.
all employees covered by paragraph 3 are aware of the restrictions on staff transactions and the provisions of the investment service undertaking referred to in paragraph 3;
2.
the investment service undertaking can be immediately informed of any employee business of an employee within the meaning of paragraph 3, either by the employee's advertisement or by any other means of setting up the employee's business,
3.
in the context of swap agreements within the meaning of Section 25b of the Banking Act, the employees of persons referred to in paragraph 1 (4) who fulfil the conditions set out in paragraph 3 are documented by the offload company and the investment services undertakings shall be submitted on request, and
4.
the investment service undertaking shall document all the staff transactions, of which it is informed in accordance with point 2 or 3, and all the permits and prohibitions issued for this purpose.
(5) The organisational arrangements of investment service companies which, on their own responsibility or on the responsibility of a member of their group of companies, carry out financial analyses of financial instruments within the meaning of Section 2 (2b) or their In addition, issuers who are likely to be disseminated or disseminated among their customers or to the public must also be designed to ensure that:
1.
Employees who know the content and probable timetable of financial analyses of financial instruments within the meaning of § 2 para. 2b or their issuers, which are neither published nor accessible to customers and whose recommendation third parties do not already on the basis of publicly available information, would not be expected to do business with financial instruments on its own account or on behalf of third parties, including the investment service undertaking, and to which the financial analysis would be , or related financial instruments, before the beneficiaries of the Financial analyses or investment recommendations had sufficient opportunity for a reaction, unless the employees act in their capacity as market makers in good faith and in the usual framework or in the execution of a non-self-employed person. initiated customer order,
2.
in cases not covered by point 1, employees who are involved in the preparation of financial analyses of financial instruments within the meaning of section 2 (2b) or their issuers, only in exceptional cases and with the prior consent of the legal department or the compliance function of an employee business through financial instruments to which the financial analyses relate, or financial instruments related thereto, contrary to the current recommendations.
6. The obligations laid down in paragraph 5 shall also apply to investment service undertakings which publicly distribute or pass on to their customers financial analyses prepared by a third party, unless:
1.
the third party who creates the financial analysis does not belong to the same group of companies and
2.
the investment service undertaking
a)
Does not substantially alter the recommendations contained in the financial analysis;
b)
does not constitute the financial analysis as drawn up by it; and
c)
shall ensure that the originator of the financial analysis is subject to provisions equivalent to those referred to in paragraph 5, or to those principles as defined in those requirements.
(7) A staff member shall be exempt from paragraphs 3 and 4
1.
in the context of financial portfolio management, provided that there is no contact between the portfolio manager and the employee or the person on whose behalf the latter is acting, prior to the respective business transaction;
2.
with shares in investment assets that
a)
comply with the requirements of Directive 2009 /65/EC, as amended, or
b)
be supervised domestily, in another Member State of the European Union or in another State Party to the Agreement on the European Economic Area, and must have an equally high degree of risk-spreading when the employee or any other person for whom the account is taken is not involved in the management of the investment property.
Unofficial table of contents

§ 34 Record of recording and storage

An investment service undertaking shall, without prejudice to the recording obligations referred to in Articles 7 and 8 of Regulation (EC) No 1287/2006, on the investment services and ancillary services provided by the investment services undertaking and the ancillary services provided by the investment services undertaking (2) The investment service undertaking has to draw up records on the basis of which it has been subject to the obligation to carry out a record of the transactions effected by the Federal Institute for the purpose of carrying out the duties. Agreements with customers who are responsible for the rights and obligations of the parties as well as the other conditions on which the investment service undertaking provides investment services or ancillary securities services to the client. In the case of the first-time provision of an investment service for a private client which is not investment advice, the record in accordance with sentence 1 shall be subject to the conclusion of a written framework agreement which shall have at least the essential rights and Obligations of the investment service company and of the private customer. Rights and obligations normalised or agreed in other documents or legal texts may be included in the framework agreement by reference. The framework agreement must be made available to the private customer in paper form or on another durable medium. A durable medium is any medium which allows the customer to store the information intended for him in such a way that he can see the information for a period of time adequate for its purpose and can reproduce it unchanged. (2a) Investment services companies must make a written record of each investment advice provided to a private client. The minutes shall be signed by the person who carried out the investment advice; a copy shall be issued to the customer immediately after the investment advice has been completed, or in any case before a business conclusion based on the advice of the client, in Make paper or on another durable medium available. If the customer chooses to provide investment advice and financial statements of communications that do not permit the transfer of the protocol before the business is concluded, the investment service provider must make a copy of the protocol to the customer immediately after completion of the investment advice. In such a case, the financial statements may be made at the express request of the customer prior to receipt of the protocol, if the investment service provider is to the customer in the event that the protocol is not correct or not complete, expressly concedes a right to withdraw from the business based on the advice within one week of access to the Protocol. The customer must be informed about the right of withdrawal and the time limit. If the investment service provider disputes the right to resign in accordance with the fourth sentence, it must prove the accuracy and completeness of the protocol. (2b) The customer may withdraw from the investment services company the right to withdraw from the Copy of the Protocol referred to in paragraph 2a. (3) All records required under this Section shall be kept for at least five years from the date of their preparation. Records relating to the rights and obligations of the investment service undertaking and its clients and other conditions to which investment services and ancillary securities services are provided shall be kept at least for the duration of the Store your business relationship with the customer. In exceptional circumstances, the Bundesanstalt may set longer retention periods for individual or all records, if this is due to exceptional circumstances, taking into account the nature of the financial instrument or the business for the Monitoring activity of the Federal Institute is required. The Bundesanstalt may also require compliance with the retention period provided for in the first sentence, in the event that the authorization of an investment service provider ends before the end of the period referred to in the first sentence. (4) The Federal Ministry of Finance may, by means of a regulation which does not require the consent of the Federal Council, lay down more detailed provisions concerning the recording requirements and the appropriateness of data carriers in accordance with paragraphs 1 to 2a. The Federal Ministry of Finance can transfer the authorization to the Federal Institute by means of a legal regulation. (5) The Federal Institute publishes on its website a list of the minimum records, which are the In accordance with the provisions of this Act, investment services undertakings shall be required to carry out a legal regulation in accordance with paragraph 4.

Footnote

(+ + + § 34: For application, see Section 51 (4) sentence 2 and § 54 para. 4 sentence 2 KAGB + + +) Unofficial table of contents

Section 34a Separate assets

(1) An investment service undertaking which does not have a permit for the deposit business within the meaning of Section 1 (1) sentence 2 (1) of the Banking Act shall have customer funds which it has in connection with an investment service or an investment service. In the case of credit institutions, companies within the meaning of Section 53b (1) sentence 1 of the German Banking Act or of other customer funds on trust accounts with such credit institutions, shall immediately be separated from the securities of the company and from other customers ' funds. comparable institutions established in a third country for the purpose of operating the Deposit business has the power to retain a central bank or a qualified money market fund until the funds are used for the agreed purpose. The customer can, by means of individual contract agreements, grant a different instruction regarding the separation of the customer money from each other if he has been informed about the protection waking followed by the separation of the customer funds. In order to maintain a qualified money market fund, the investment service undertaking shall obtain the prior consent of the customer. The investment service undertaking shall disclose to the depositary institution prior to the safekeeping that the funds are subject to fiduciary duties. It shall immediately inform the customer of the institution and the account in which the customer funds are held and whether the institution in which the customer funds are held, a facility for securing the claims of depositors and investors, and to what extent the customer's funds are secured by this institution. (2) An investment service provider without a permit to operate the custodian business within the meaning of Section 1 (1) sentence 2 (5) of the Law on the credit has securities it has in connection with a In the event of an investment service or an ancecrial service, immediately a credit institution empowered to operate the depository business in the country or an institution based abroad that is responsible for operating the depository business , and in the case of which the customer is granted a legal status equivalent to that in accordance with the Depository Act, to be forwarded to the customer for safekeeping. The fifth sentence of paragraph 1 shall apply. (3) The investment service undertaking shall be obliged to forward to each customer, at least once a year on a durable medium, a list of the funds and financial instruments referred to in paragraph 1 (4) An investment service undertaking shall only be entitled to financial instruments which comply with the provisions of paragraph 2 or to the provisions of the depositary act for customers, subject to the precise conditions to which the customer is subject in advance. has expressly agreed, for own account or for the account of a to other customers, in particular through agreements on securities financing operations in accordance with Article 2 (10) of Regulation (EC) No 1287/2006. Where the financial instruments are held on collective custody accounts with a third party, the express consent of all other customers of the collection depot or systems and control facilities with which the financial instruments are to be used shall be additionally required for use in accordance with the provisions of the first sentence of this Article. Limitation of use to financial instruments for which consent is given in accordance with the first sentence of this Article. In the case of private customers, the consent must be documented in accordance with sentences 1 and 2 by the signature of the customer or in an equivalent manner. In the cases referred to in the second sentence, the investment service undertaking shall be required to take account of clients on the basis of which the financial instruments are used and on the number of financial instruments used by each individual customer with the consent of the latter. (5) The Federal Ministry of Finance may, by means of a decree-law which does not require the approval of the Federal Council, may require the Federal Ministry of Finance to: the protection of funds entrusted to an investment service undertaking; or Clients ' securities shall lay down detailed provisions on the scope of the obligations referred to in paragraphs 1 to 4 and on the requirements for qualified money market funds as referred to in paragraph 1. The Federal Ministry of Finance can transfer the authorization to the Federal Institute by means of a legal regulation.

Footnote

(+ + + § 34a (3)): For the application, see Section 51 (4) sentence 2 and § 54 para. 4 sentence 2 KAGB + + +) Unofficial table of contents

Section 34b Analysis of financial instruments

(1) persons who, in the course of their professional or business activities, provide information on financial instruments or their issuers which, directly or indirectly, contain a recommendation for a particular investment decision and which has an unspecified To be made accessible to persons (financial analysis), the necessary expertise, care and conscientiousness are obliged to do so. Financial analysis may only be disclosed or made public if it is properly prepared and presented, and
1.
the identity of the person responsible for the transfer or dissemination of the financial analysis; and
2.
circumstances or relationships which may create conflicts of interest with the originators, the legal persons responsible for the drawing up or the undertakings involved,
together with the financial analysis. (2) A summary of a financial analysis prepared by a third party may only be disclosed if the content of the financial analysis is rendered clear and non-misleading and in which: A summary shall be referred to the initial document and to the place where the disclosure of the initial document referred to in the second sentence of paragraph 1 is directly and easily accessible, provided that such information has been disclosed to the public. (3) Financial instruments within the meaning of paragraph 1 are only those which:
1.
are admitted to trading on a domestic stock exchange, or are included in the regulated market or free circulation, or
2.
are admitted to trading in an organised market in another Member State of the European Union or of another State Party to the Agreement on the European Economic Area.
The admission to trading in an organised market or the inclusion in the regulated market or in the free circulation shall be the same if the application for admission or inclusion is made or announced publicly. (4) The provisions of the Paragraphs 1, 2 and 5 shall not apply to journalists, provided that they are subject to self-regulation, including effective control mechanisms, with the provisions of paragraphs 1, 2 and 5 and § 34c. (5) Companies that carry out financial analyses in accordance with the first sentence of paragraph 1, shall be organised in such a way as to ensure that: Conflicts of interest within the meaning of the second sentence of paragraph 1 shall be as low as possible. In particular, they must have adequate control procedures capable of counteracting infringements of the obligations referred to in paragraph 1. In the case of investment services undertakings which, on their own responsibility or on the responsibility of a member of their group of companies, create or make financial analyses which are disseminated among their customers or in the public sphere , the first sentence shall also apply in respect of financial analyses of financial instruments within the meaning of Section 2 (2b), which are not covered by paragraph 3, or whose issuers are likely to be disseminated. Sentence 3 shall not apply to investment services undertakings within the meaning of Section 33b (6). (6) (omitted) (7) The powers of the Bundesanstalt pursuant to § 35 shall apply with regard to compliance with the obligations referred to in paragraphs 1, 2 and 5. accordingly. § 36 shall apply mutatily if the financial analysis is drawn up by an investment service provider, made available to others or disseminated publicly. (8) The Federal Ministry of Finance may be subject to legal regulation which does not include the Consent of the Federal Council requires, more detailed provisions on the proper preparation and presentation of financial analyses, on circumstances or relationships which may establish conflicts of interest, on their disclosure and on the appropriate Organisation referred to in paragraph 5. The Federal Ministry of Finance can transfer the authorization to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) by means of a regulation. Unofficial table of contents

§ 34c Display obligation

Persons other than investment service undertakings, investment companies or investment companies which, in the exercise of their profession or in the course of their business activities, are responsible for the preparation of financial analyses or transfers thereof shall be notified without delay in accordance with sentence 3 of the Federal Agency. The cessation of the activities referred to in the first sentence shall also be indicated. The ad must contain the name or company name and address of the person to be displayed. The taxable person shall continue to indicate whether, in the case of undertakings connected with him, there are facts which may justify conflicts of interest. Changes in the displayed data and facts are to be reported within four weeks of the Federal Institute. The exception provision of section 34b (4) shall apply accordingly. Unofficial table of contents

§ 34d Use of employees in investment advice, as a sales representative or as a compliance officer

An investment service undertaking may only entrust an employee with the investment advice provided that the employee is knowledgeable and has the reliability required for the activity. The investment service company must be the Bundesanstalt
1.
the staff and,
2.
in so far as the investment service undertaking has sales representatives within the meaning of paragraph 2, the sales representative directly responsible for the staff of the investment service undertaking
before the employee takes up the activity according to sentence 1. If the conditions indicated by the investment service provider change in accordance with the second sentence, the new circumstances shall be notified immediately to the Federal Office. In addition, if one or more complaints within the meaning of Article 33 (1), second sentence, point 4, are levied against the investment service company, the Bundesanstalt is subject to the action of the employee,
1.
any complaint,
2.
the name of the employee, on the basis of which the complaint is lodged, and,
3.
provided that the investment service undertaking has a number of branches, branches or other organisational units, the branch, branch or organisational unit which is assigned to the employee or for which he/she is responsible predominantly or as a general rule the activity to be displayed in accordance with the first sentence,
(2) An investment service undertaking may entrust an employee with the design, implementation or supervision of sales specifications within the meaning of the second sentence of section 33 (1) (3a) only if he/she is responsible for the is knowledgeable and has the reliability required for the activity. The investment service provider must indicate to the Federal Office of the employees before the staff takes up the activity in accordance with the first sentence. If the conditions indicated by the investment service provider change in accordance with the second sentence, the new circumstances shall be notified immediately to the Bundesanstalt. (3) An investment service provider shall only be entitled to an employee with the Responsibility for the compliance function within the meaning of section 33 (1), second sentence, point 1, and for the reports to the management pursuant to § 33 (1) sentence 2, point 5 (Compliance-commissioner), if this is knowledgeable and about which the compliance function is responsible for the The reliability of the activity is required. The investment service provider must display the employee to the Bundesanstalt before the employee receives the activity in accordance with the first sentence. If the conditions indicated by the investment service provider change in accordance with the second sentence, the new circumstances shall be notified immediately to the Federal Office. (4) Facts of fact from which it is apparent that an employee
1.
not or no longer meets the requirements laid down in the first sentence of the first subparagraph of paragraph 1, the first sentence of paragraph 2 or the first sentence of paragraph 3, the Bundesanstalt may, without prejudice to its powers under Section 4, prohibit the investment service company from the staff in the shall be used as long as the activity does not comply with the legal requirements, or
2.
has failed to comply with the provisions of this section, whose observance must be observed when carrying out its activities, the Bundesanstalt may, without prejudice to its powers, be subject to the provisions of § 4
a)
to warn the investment service company and the employee, or
b)
prohibit the investment service company for a period of up to two years to use the employee in the activity indicated.
The Federal Institute may make indisputable arrangements within the meaning of sentence 1 on its Internet site publicly known, unless this publication would be suitable for damage to the legitimate interests of the undertaking. The public notice referred to in the second sentence shall be published without the name of the employee concerned being named. The opposition and the action taken against measures pursuant to the first sentence shall not have suspensive effect. (5) The Bundesanstalt shall carry out the information referred to in paragraphs 1 to 3 and the appellants referred to in paragraph 1 and the appellants referred to in paragraphs 1 to 3. (5a) The provisions of paragraphs 1 to 5 shall not apply to those employees of an investment service undertaking solely in a branch within the meaning of section 24a of the (6) The Banking Act or in several such branches. (6) Federal Ministry of Finance may require closer requirements by means of a legal regulation which does not require the approval of the Federal Council
1.
the content, the nature, the language, the scope and the form of the advertisements referred to in paragraphs 1, 2 or 3;
2.
the certificate and the reliability referred to in the first sentence of paragraph 1, the first sentence of paragraph 2 and the first sentence of paragraph 3, and
3.
the contents of the database referred to in paragraph 5 and the duration of the storage of entries
including the relevant procedure. The legal regulation referred to in the first sentence may in particular specify that the relevant investment service undertaking shall have access to the entries to be set up for the undertaking in the database referred to in paragraph 5, and the responsibility for the correctness and up-to-dateness of these entries is transferred. The Federal Ministry of Finance can transfer the authorization to the Federal Institute by means of a regulation without the consent of the Federal Council. Unofficial table of contents

Section 35 Monitoring of reporting obligations and codes of conduct

(1) The Bundesanstalt may monitor compliance with the obligations laid down in this Section with regard to the investment services undertakings, the undertakings associated with such undertakings, the branches within the meaning of Section 53b of the Creditwesengesetz, the companies with which there is a swap agreement within the meaning of § 25b of the Banking Act or existed, and other third persons or companies who have been switched on for implementation, even without special occasion (2) The Bundesanstalt may monitor compliance with the requirements of this (a) the provision of information and the submission of documents also to undertakings established in a third country who provide investment services to clients who are habitually resident or to which they are responsible for their habitual residence or management; in the territory of the country, unless the investment service, including ancillary services related thereto, is not provided exclusively in a third country. (3) The opposition and the action taken against measures taken in accordance with the Paragraphs 1 and 2 shall have no suspensive effect. (4) The Federal Agency may issue directives under which they shall apply in accordance with the provisions of Directive 2004 /39/EC and Commission Directive 2006 /73/EC of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the Council as regards the organisational requirements for investment firms and the conditions for the performance of their activities and the definition of certain terms for the purposes of the said Directive (OJ L 327, 30.4.2004, p. EU No 26) for the rule-case as to whether the requirements of this section are met. The Deutsche Bundesbank and the leading associations of the business circles concerned are to be consulted before the adoption of the directives. The guidelines are to be published in the Federal Gazette. Unofficial table of contents

Section 36 Examination of reporting requirements and codes of conduct

(1) Without prejudice to § 35, compliance with the reporting requirements in accordance with § 9, the disclosure requirements in accordance with § 10, the duties provided for in this section and the obligations arising from Regulation (EC) No 1287/2006 and Article 17 (2) in conjunction with Article 4 The first subparagraph of paragraph 1 and the first subparagraph of Article 5a of Regulation (EC) No 1060/2009, as amended, shall be examined once a year by an appropriate auditor. In the case of credit institutions operating the depository business within the meaning of Article 1 (1), second sentence, of the Banking Act, and in the case of financial services institutions, which are the limited depositary business within the meaning of the second sentence of Article 1 (1) (2) of the Banking Act In addition, the auditor has to pay special consideration to these transactions; this examination has also been based on compliance with Section 128 of the German Stock Corporation Act (AktG) and Section 135 of the German Stock Corporation Act (AktG) on the exercise of the to extend voting rights. The Federal Institute may, on request from the annual examination, with the exception of the examination of compliance with the requirements of § 34a, also in connection with a legal regulation pursuant to § 34a, para. 5, completely or partially abate, insofar as this is from special Reasons, in particular due to the nature and scope of the transactions operated. In each case, the investment service undertaking shall appoint the auditor at the latest at the end of the financial year to which the examination extends. In the case of credit institutions which are members of a cooperative examination board or are audited by the examination office of a savings bank and giro association, the examination is carried out by the competent examination board or the competent examination office, in so far as the latter provides for national law in respect of the latter. Suitable auditors are also auditors, sworn accountants and auditing and accounting firms that have sufficient knowledge of the subject of the audit. The examiner must submit an audit report immediately after the completion of the examination of the Bundesanstalt and the Deutsche Bundesbank. To the extent that examinations are carried out in accordance with sentence 4 of cooperative examination associations or examination offices of savings banks and giro associations, the examination boards or examination bodies have the examination report only at the request of the Federal Institute for Examination (Bundesanstalt) or the Deutsche Bundesbank. (2) The securities service provider must notify the auditor before issuing the examination order of the Bundesanstalt. The Federal Office may, within one month after receipt of the notification, request the appointment of another auditor if this is necessary for the purpose of reaching the examination purpose; objection and counterclaim against this have no suspensive effect. The sentences 1 and 2 shall not apply to credit institutions which belong to a cooperative examination association or are examined by the examination office of a savings bank and giro association. (3) The Federal Institute may be subject to the Investment service providers shall make provisions on the content of the audit to be taken into account by the auditor. In particular, it may set priorities for the tests. In the event of a serious breach of the obligations to be complied with in accordance with the first sentence of paragraph 1, the auditor shall inform the Federal Agency without delay. The Federal Institute may take part in the examinations. To this end, the Bundesanstalt is to be notified in good time of the start of the examination. (4) The Bundesanstalt may carry out the examination in accordance with paragraph 1, even without special occasion, instead of the examiner himself or through agents. The German Federal Ministry of Finance may, by means of a regulation which does not require the approval of the Federal Council, be able to lay down detailed rules on the nature, scope and date of the The examination referred to in paragraph 1 shall be adopted in so far as it is necessary for the performance of the tasks of the Bundesanstalt, in particular to counteract instances of maladministration in financial instruments, in order to ensure compliance with the conditions of the examination referred to in the first sentence of paragraph 1 , and in order to provide uniform documentation for this purpose, . The Federal Ministry of Finance can transfer the authorization to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) by means of a regulation.

Footnote

(+ + + § 36: For application, see Section 51 (4) sentence 2 and § 54 para. 4 sentence 2 KAGB + + +) Unofficial table of contents

Section 36a Enterprise, organised markets and multilateral trading systems established in another Member State of the European Union or in another State Party to the Agreement on the European Economic Area

(1) The rights and obligations laid down in this Section are, with the exception of section 31 (1) (2), § § 31f, 31g, 33 (1) to 3 and 4, § § 33b, 34a and 34b (5) and § § 34c and 34d on branches within the meaning of § 53b of the Credit law which provides investment services in accordance with the applicable law. An undertaking established in another Member State of the European Union or in another State Party to the Agreement on the European Economic Area, which shall provide investment services on its own or in combination with: In the case of securities ancillary services, which is intended to establish a branch within the meaning of Section 53b of the Banking Act, the Bundesanstalt is within the meaning of Section 53b (2) sentence 1 of the German Banking Act (Kreditwesengesetz). Period of time for reporting obligations pursuant to § 9 and the rights and obligations applicable to the branch pursuant to sentence 1 (2) The Bundesanstalt may require the branch to make changes to the measures taken to comply with the obligations applicable to it, insofar as the amendments are necessary and proportionate to the Bundesanstalt's examination of the provisions of the Federal Agency for the purpose of carrying out the examination. to ensure compliance with the obligations. If the Bundesanstalt finds that the company does not comply with the obligations applicable to its branch in accordance with the first sentence of paragraph 1, it shall require the company to determine its obligations within a period of a period of time to be determined by the Federal Agency. Deadline to be met. If the undertaking does not comply with the request, the Bundesanstalt shall take all appropriate measures to ensure compliance with the obligations and shall inform the competent authorities of the home Member State of the nature of the the measures taken. If the undertaking concerned does not remove the defect, the Bundesanstalt may, after informing the competent authority of the home Member State, take all measures to prevent or to penalise further infringements. To the extent necessary, the Federal Institute may prohibit the undertaking concerned from carrying out new domestic operations. The Bundesanstalt shall immediately inform the European Commission and the European Securities and Markets Authority of measures taken in accordance with the provisions of sentences 4 and 5. (3) The Bundesanstalt shall establish that an undertaking within the meaning of the second sentence of paragraph 1, which has established a branch in the territory of the country and which is contrary to the provisions of this Act other than those referred to in the first sentence of paragraph 1, or to any corresponding foreign provisions, it shall inform the competent authority of the Home Member State in accordance with § 7 (5) sentence 1. If the measures taken subsequently are insufficient by the competent authority of the home Member State, or if, for other reasons, the undertaking continues to contravene the other provisions of this Section, they are in the interests of investors, or the proper functioning of the market is at risk, the Bundesanstalt shall, after having informed the competent authority of the home Member State, take all necessary measures to ensure the protection of investors and the proper functioning of the markets , (4) Paragraph 3 shall apply mutaly to a company established in another Member State of the European Union or in another Contracting State of the Agreement on the European Economic Area, which shall: investment services or ancillary services by means of the cross-border provision of services to customers who have their habitual residence or management in the territory of the country where the undertaking is opposed to Provisions of this Section or corresponding foreign provisions (5) Paragraph 3 shall apply to operators of organised markets and to multilateral trading systems, in accordance with the proviso that, for measures taken by the Bundesanstalt against such an operator, infringements of the provisions of this Section, of the The Stock Exchange Act or the corresponding foreign regulations must be present and that the measures referred to in the second sentence of paragraph 3 may include, in particular, prohibit the operator of the organised market or the multilateral trading system from being subject to To make system members accessible in Germany. (6) The Federal Institute inform the undertakings or markets concerned of the measures taken pursuant to paragraphs 2 to 5, stating the reasons. (7) The Bundesanstalt may, in the cases referred to in the second sentence of paragraph 2, the first sentence of the third sentence of paragraph 3, and the third sentence of paragraph 5, be informed of the Request assistance from the European Securities and Markets Authority in accordance with the provisions of Article 19 of Regulation (EU) No 1095/2010. Unofficial table of contents

Section 36b Advertising of investment service companies

(1) In order to deal with instances of maladministration in the advertising of investment services and ancillary securities services, the Bundesanstalt may prohibit the investment service companies from certain types of advertising. In particular, an instance of maladministration shall be found where the investment service undertaking
1.
does not indicate, or does not sufficiently indicate, the risks inherent in the investment service which it provides;
2.
with the safety of an installation, even though the repayment of the installation is not or is not fully secured,
3.
the advertising of information relating in particular to costs and earnings and to the dependence on the conduct of third parties, which in a misleading way creates the appearance of a particularly favourable offer,
4.
the advertising of misleading information concerning the powers of the Bundesanstalt pursuant to this Act or the powers of the bodies responsible for supervision in other Member States of the European Economic Area or third countries.
(2) The general measures referred to in paragraph 1 shall be used to consult the professional associations of the economic groups concerned and of consumer protection. Unofficial table of contents

§ 36c Register of Honorary Investment Advisers

(1) On its website, the Federal Institute shall conduct a public honorary investment adviser register on all investment service providers who wish to provide investment advice as an honorary investment advisory. (2) The Federal Institute has a to enter investment services undertakings on request in the Honorary Investment Consulate Register if:
1.
a licence pursuant to Section 32 of the Banking Act or a branch of a company pursuant to Section 53b (1), first sentence, and 2 or 7 of the Banking Act;
2.
to provide investment advice within the meaning of Article 2 (3), first sentence, point 9, and
3.
the Bundesanstalt proves that it is in a position to comply with the requirements of § 33 (3a) by means of a certificate issued by an appropriate auditor.
The examination referred to in point 3 of paragraph 2 shall be carried out by the competent examination board or the competent examination body in the case of credit institutions which are members of a cooperative examination board or which are examined by the examination office of a savings fund and giro association. The competent examination office shall, in so far as the latter provides the country law with regard to the latter. In addition, suitable auditors are auditors, sworn accountants as well as audit and accounting firms that have sufficient knowledge of the subject of the examination. (3) The Federal Institute has the To delete the registration in the Honorary Investment Consulate Register if:
1.
the investment service undertaking waived the registration with the Bundesanstalt; or
2.
the authorization of an investment service company in accordance with Section 32 of the Banking Act as a whole or the permission to obtain the investment advice is cancelled or revoked.
(4) The Federal Office may delete the registration if an investment service company has a lasting effect on the provisions of Article 31 (4c) and (4d) or (33) (3a) or against the provisions adopted pursuant to these provisions. (5) An investment service company that does not intend to provide the Honorary Investment Advisory Service must indicate this to the Federal Office. (6) The Federal Ministry of Finance is authorized to do so by Legal Regulation, which does not require the consent of the Federal Council, more detailed provisions adopted
1.
on the contents of the Honorary Investment Adviser Register,
2.
on the cooperation obligations of the institutions in the management of the Honorary Investment Adviser Register and
3.
for the proof referred to in paragraph 2, first sentence, point 3.
(7) The Federal Ministry of Finance may transfer the authorization to the Federal Institute by means of a regulation. Unofficial table of contents

§ 36d designations for honorary investment advice

(1) The designations "Honorary investment adviser", "Honorary investment adviser", "Honorary investment advice" or "Honorary investment adviser", "Honorary investment adviser", "Honorary management consultant", "Honorary investment advisory", also in deviant spelling or a designation in which these words , unless otherwise provided by law, only investment service companies in the company, as an addition to the company, for the purpose of the name of the business or for advertising purposes, shall be entitled to carry out the duties in the Honorary Investment Consultants Register pursuant to Section 36c. (2) Paragraph 1 shall not apply to: undertakings which carry out the names referred to therein in a context which precludes the appearance of providing investment services. In the course of their activity in the country, investment service undertakings whose head office is located abroad may, in the company, as an addition to the firm, lead to the name of the business purpose or to advertising purposes, if they are to: (3) In cases of doubt, the Federal Institute shall decide whether an investment service company shall be responsible for the management of the designation of the name of the institution. the names referred to in paragraph 1. (4) The provision of § 43 of the Banking Act must be applied accordingly, with the proviso that the entry into the law of the German Banking Act (Kreditwesengesetz) is to be replaced by the authority of the German Banking Act (Kreditwesengesetz). Honorary investment consultant register in accordance with § 36c. Unofficial table of contents

Section 37 Exceptions

Section 31 (1) (1) and (2) to (8) and Articles 31c, 31d and 33a shall not apply to transactions carried out in organised markets or in multilateral trading systems between investment service undertakings or between these and other members. or participants in these markets or systems. However, if a transaction is completed within the meaning of sentence 1 in the execution of a customer order, the investment service provider must, however, have to comply with the obligations of section 31 (1) (1) and (2) to (8) as well as § § 31c, 31d and 33a with regard to the customer . Unofficial table of contents

§ 37a (omitted)

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Section 7
Liability for false and forged capital market information

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Section 37b damages for failure to publish insider information without delay

In the event that the issuer of financial instruments admitted to trading on a domestic stock exchange shall immediately publish an insider information relating directly to him, he shall be a third party to the replacement of the insider information provided by the Failure to do so shall be subject to the obligation of the third party to
1.
the financial instruments are acquired after omission and the financial instruments are still holders of the financial instruments on the date of notification of the insider information; or
2.
the financial instruments shall be acquired prior to the date of the insider information and shall be sold after the insider's omission.
(2) In accordance with paragraph 1, it is not possible to claim who proves that the omission is not based on intent or gross negligence. (3) The claim referred to in paragraph 1 shall not exist if the third party provides the insider information in the case of paragraph 1. 1 in the case of the acquisition or in the case of paragraph 1 (2) of the divestment. (4) Further claims which may be levied under civil law provisions on the basis of contracts or intentional unauthorised acts shall remain (5) An Agreement, through the issuers ' claims against Members of the Management Board are discounted or enacted in advance because of the use of the issuer in accordance with paragraph 1, is ineffective. Unofficial table of contents

Section 37c damages due to publication of untrue insider information

(1) Published by the issuer of financial instruments admitted to trading on a domestic stock exchange, in a notice pursuant to § 15 an untrue insider information directly affecting him, he shall be a third party to replace the damage. shall be bound by the fact that the third party relies on the accuracy of the insider information when the third party
1.
the financial instruments are acquired after publication and that the financial instruments are still holders of the financial instruments when they become aware of the inaccuracy of the insider information; or
2.
the financial instruments shall be acquired prior to publication and shall be sold prior to the notification of the inaccuracy of the insider information.
(2) In accordance with paragraph 1, it is not possible to use who proves that he has not known the inaccuracy of the insider information and that the ignorance is not based on gross negligence. (3) The claim referred to in paragraph 1 shall not exist if the Third, the inaccuracy of insider information in the case referred to in paragraph 1 (1) was known in the case of the acquisition or in the case of paragraph 1 (2) of the divestment. (4) Further claims based on the provisions of civil law under the terms of contracts or intentional unauthorised actions shall remain unaffected. (5) Agreement that the issuer's claims against members of the Management Board are subject to a discounted or enacted in advance for the benefit of the issuer pursuant to paragraph 1 shall be ineffective.

Section 8
Financial futs

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§ 37d (omitted)

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Section 37e Exclusion of income in accordance with Section 762 of the Civil Code

Claims arising from financial-futed transactions where at least one part of the contract is a company which concludes financial transactions on a commercial or in a scale that requires a commercial operation established in a commercial manner. The objection of Section 762 of the Civil Code cannot be levied, or if it is concluded or is responsible for the acquisition, sale or placement of financial-futed transactions. Financial transactions within the meaning of sentence 1 and § § 37g and 37h are the derivatives within the meaning of § 2 para. 2 and warrants. Unofficial table of contents

§ 37f (omitted)

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§ 37g Prohibited Financial Terms

(1) Without prejudice to the powers of the Bundesanstalt pursuant to Section 4b, the Federal Ministry of Finance may prohibit or restrict financial transactions by means of a legal regulation insofar as this is necessary for the protection of investors. (2) A financial transaction business, which is contrary to a legal regulation referred to in paragraph 1 (outlawed financial transaction) is void. The first sentence shall apply to:
1.
the appointment of a security for a prohibited financial transaction,
2.
an agreement by which the other part, for the purpose of carrying out a debt arising from a prohibited financial transaction, enters into the other part in relation to a liability, in particular for the recognition of a debt;
3.
the granting and taking over of contracts for the purpose of the conclusion of prohibited financial-futed transactions;
4.
Associations for the purpose of the conclusion of prohibited financial transactions.

Section 9
Arbitration agreements

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§ 37h Arbitration Agreements

Arbitration agreements on future disputes arising from investment services, ancillary securities or financial transactions shall be binding only if the parties to the contract are merchants or legal entities of the public sector. On the right.

Section 10
Markets in financial instruments established outside the European Union

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§ 37i Permission

(1) Markets in financial instruments domicated abroad which are not organized markets or multilateral trading systems within the meaning of this Act, or their operators require the written permission of the Federal Institute if they are to be used by traders. provide direct access to the market by means of an electronic trading system domestiated within the country. The licence application must contain:
1.
the name and address of the management of the market or of the operator;
2.
information required for the assessment of the reliability of the management,
3.
a business plan setting out the type of market access envisaged for the trading participants, the organisational structure and the internal control procedures of the market,
4.
Name and address of an authorised representative in the country,
5.
an indication of the authorities of the country of origin responsible for monitoring the market and its trading participants, and their monitoring and intervention skills,
6.
an indication of the nature of the financial instruments to be traded on direct market access by the trading participants; and
7.
Name and address of the trading participants domesced in the country to which direct market access is to be granted.
The Federal Ministry of Finance shall determine the details of the information and documents required in accordance with the second sentence by means of a regulation which does not require the approval of the Federal Council. The Federal Ministry of Finance may transfer the authorization to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) by means of a legal regulation. (2) The Federal Institute may grant permission under conditions that are within the scope of this Act. shall be required to do so. Prior to granting permission, the Federal Institute shall give the supervisory authorities of the Länder the opportunity to submit their comments within four weeks. (3) The Federal Institute shall make the Federal Gazette known to the Federal Gazette. (4) (omitted) Unofficial table of contents

§ 37j Versagung of permission

Permission shall be refused if:
1.
the existence of facts resulting from the fact that the management is not reliable;
2.
the provision of direct market access for traders who have their head office in the country who do not fulfil the conditions laid down in Article 19 (2) of the Stock Exchange Act,
3.
the supervision of the market or the protection of investors in the country of origin is not equivalent to German law, or
4.
the exchange of information with the authorities of the Member State of origin responsible for the supervision of the market does not appear to be guaranteed.
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Section 37k Waiver of permission

(1) The Federal Agency may revoke the permit except in accordance with the provisions of the Administrative Procedure Law if:
1.
they become aware of the facts which would justify the failure to grant permission in accordance with Article 37j, or
2.
the market or its operator has had a lasting violation of the provisions of this law or of the regulations or orders issued for the implementation of this law.
(2) The Federal Office shall make the cancellation of the permit in the Federal Gazette known. Unofficial table of contents

Section 37l Untersagung

The Bundesanstalt may prohibit trading participants domessily providing investment services in Germany to execute orders for customers through an electronic trading system of a foreign market, if these markets or their Operators in the territory of the Member State shall grant direct access to the market via this electronic trading system without permission. Unofficial table of contents

§ 37m (omitted)

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Section 11
Monitoring of corporate financial statements, publication of financial reports

Subsection 1
Monitoring of corporate financial statements

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§ 37n Examination of corporate financial statements and reports

In accordance with the provisions of this section and subject to § 342b (2) sentence 3, No. 1 and 3 of the Commercial Code, the Federal Institute has the task of checking whether the annual accounts and the related management report or the consolidated financial statements and the Related Group management report and the condensed financial statements and the related interim management report of companies whose securities are admitted to trading on the regulated market within the meaning of Article 2 (1) on a domestic exchange, the legal status of the company Rules, including the principles of regular accounting or the other in accordance with accounting standards approved by law.

Footnote

(+ + + § 37n: For the first application, see: Section 46 (1) + + +) Unofficial table of contents

§ 37o Order of an audit of the accounts and investigative powers of the Federal Institute

(1) The Bundesanstalt shall arrange an audit of the accounts, in so far as there are concrete indications of a breach of accounting rules; the order shall not be arranged if a public interest in the clarification does not appear to be clear . The Federal Institute may also arrange an audit of the accounts without special occasion (sample-type examination). The scope of the individual test is to be determined in the examination order. Only the latest annual financial statements and the related management report or the last approved consolidated financial statements and the related group management report, as well as the recently published abbreviated financial statements and the related financial statements, are audited. Interim management report; without prejudice to this, the Federal Institute may, in the case of § 37p (1) sentence 2, examine the conclusion which has been the subject of the examination by the examination office within the meaning of Section 342b (1) of the German Commercial Code (test site). If the Bundesanstalt orders an audit of the accounts after it has received a report from the audit office pursuant to section 37p (1) sentence 2 no. 1, it may be aware of its order and the reason pursuant to section 37p (1) sentence 2 no. 1 in the Federal Gazette (Bundesanzeiger) . Sentence 2 shall not apply to the examination of the shortened conclusion and the associated interim management report. (2) An examination of the annual financial statements and the associated management report by the Federal Institute shall not take place as long as a lawsuit has been filed against Invalidity is pending in accordance with Section 256 (7) of the German Stock Corporation Act. If a special examiner has been appointed in accordance with Section 142 (1) or (2) or Section 258 (1) of the German Stock Corporation Act, an examination shall likewise not take place, insofar as the subject matter of the special examination, the examination report or a court decision on the final findings of the special examiners according to § 260 of the German Stock Corporation Act (§ 260 of the German Stock Corporation Act). (3) In carrying out the examination, the Federal Office of the Examination Office and other bodies and persons may serve. (4) The company within the meaning of § 260 of the German Stock Corporation Act ( 37n, the members of its institutions, its employees and its auditors the Federal Institute and the persons who serve the Federal Institute in carrying out its duties shall, upon request, provide information and submit documents to the extent necessary for consideration; the obligation to provide information to the Federal Office for Auditors are limited to facts that have become known to them in the course of their final examination. The first sentence shall also apply to the subsidiaries to be included in the consolidated financial statements in accordance with the provisions of the Commercial Code. § 4 (9) shall apply to the right to refuse to provide information and to the obligation to provide information. (5) The staff of the Federal Institute or the persons appointed by it shall be responsible for providing information and presenting documents in accordance with paragraph 4. in so far as this is necessary for the performance of their duties, to allow the entry of their land and premises during normal working hours. § 4 (4) sentence 2 shall apply accordingly. The fundamental right of inviolability of the apartment (Article 13 of the Basic Law) is restricted to this extent.

Footnote

(+ + + § 37o (1) sentence 4: For the first application, see: Section 46 (1) + + +) Unofficial table of contents

Section 37p Powers of the Bundesanstalt in the case of recognition of a test site

(1) If an inspection body is recognised in accordance with Section 342b (1) of the Commercial Code, random tests shall be carried out only on the initiative of the inspection body. Moreover, the Bundesanstalt has the powers under section 37o only if:
1.
you report that a company refuses to participate in an audit or does not agree with the outcome of the audit, or
2.
there are serious doubts as to the accuracy of the examination result of the inspection body or the proper conduct of the test by the inspection body.
At the request of the Bundesanstalt, the examination office shall explain the result and the performance of the examination and submit a test report. Without prejudice to the second sentence, the Bundesanstalt may at any time draw upon the examination if it has also carried out or carried out an examination in accordance with Section 44 (1) sentence 2 of the Banking Act or Section 83 (1) (2) of the Insurance Supervision Act and (2) The Federal Institute may request the initiation of an examination by the Examination Office under the conditions laid down in § 37o (1) sentence 1. (3) The Bundesanstalt shall set the examination office of communications pursuant to section 142 (1) (1) (1) (1) of the Federal Republic of Germany). 7, section 256 (7), second sentence, and § 261a of the German Stock Corporation Act (AktG), if the examination office is responsible for the examination of a company affected by the notification. Unofficial table of contents

Section 37q Result of the examination of the Federal Institute or the Examination Office

(1) The Federal Office shall determine the defect. (2) The Federal Agency shall order that the company shall take the decision of the Bundesanstalt or the examination office in the Federal Office for the purpose of the examination. (i) the agreement with the company shall be notified of errors, together with the essential parts of the statement of reasons for the determination. The Federal Institute shall, if there is no public interest in the publication, shall depart from an order in accordance with the first sentence. At the request of the company, the Federal Institute may cancel an order in accordance with the first sentence if the publication is liable to harm the legitimate interests of the company. The notice has to be published immediately in the Federal Gazette and either in a national stock exchange register or via an electronically operated information distribution system, which is the case with credit institutions, in accordance with § 53 (1) sentence 1 of the (3) The Examination of the Law of the Federal Republic of Germany of the Federal Republic of Germany and of the United States of the European Union for the Protection of Loans and the Law of the Republic of Germany The Federal Institute shall notify the company of any objections to it by the Federal Institute with. Unofficial table of contents

Section 37r Communications to other bodies

(1) The Bundesanstalt has facts which justify the suspicion of a criminal offence in connection with the accounting of a company to indicate to the competent authority for the prosecution. It may transmit to these authorities personal data of the persons concerned against which the suspicion or which may be considered as witnesses. (2) Facts concerning the existence of a breach of professional duties by the auditor. , the Bundesanstalt der Wirtschaftsprüferkammer (Bundesanstalt der Wirtschaftsprüferkammer) The competent exchange supervisory authority shall transmit facts which indicate the existence of a breach of the company's rules on the exchange of the stock exchange. The second sentence of paragraph 1 shall apply accordingly. Unofficial table of contents

Section 37s International cooperation

(1) The Bundesanstalt is responsible for cooperation with those abroad who are responsible for investigating possible breaches of accounting rules by companies whose securities are trading in an organised market shall be approved. In order to fulfil this task, it may transmit information to these bodies in accordance with the provisions of section 7 (2) sentences 1 and 2, also in conjunction with paragraph 7. Section 37o (4) and (5) shall apply in such a way that the powers regulated there are applicable to all undertakings covered by the cooperation referred to in the first sentence, and to all undertakings included in the consolidated financial statements of such a (2) The Bundesanstalt may cooperate with the competent authorities of Member States of the European Union or States Parties to the Agreement on the European Economic Area in order to provide a uniform Enforcement of international accounting rules to be able to cross borders. To that end, it may also make available to those bodies the text of decisions taken by them or by the investigating body in individual cases. The text of the decisions may only be made available in an anonymized form. (3) International cooperation by the Federal Institute in accordance with paragraphs 1 and 2 shall be carried out in consultation with the examination office. Unofficial table of contents

Section 37t Opposition procedure

(1) Before filing the appeal, the legality and appropriateness of the provisions adopted by the Bundesanstalt in accordance with the provisions of this section shall be verified in an opposition procedure. Such a review shall not be necessary if the notice of remedy or the notice of opposition contains a complaint for the first time. § § 68 to 73 and 80 (1) of the Administrative Court Rules apply accordingly, insofar as nothing deviates from the provisions of this Section. (2) The objection to measures taken by the Federal Institute pursuant to § 37o (1) sentence 1, 2 and 5 as well as (4) and (5), § 37p (1) sentence 3 and 4, as well as (2) and § 37q (1) and (2) sentence 1 do not have suspensive effect. Unofficial table of contents

§ 37u complaint

(1) The complaint shall be made against the provisions of the Bundesanstalt pursuant to this Section. The appeal does not have suspensive effect. (2) § § 43 and 48 (2) to (4), § 50 (3) to (5) and § § 51 to 58 of the German Securities Acquisition and Takeover Act apply accordingly.

Subsection 2
Publication and transmission of financial reports to the business register

Footnote

(+ + + Usect. 2 (§ § 37v to 37z): For the first application, see: Section 46 (1) + + +) Unofficial table of contents

Section 37v Annual Financial Report

(1) A company which provides securities as a domestic issuer shall draw up an annual financial report for the end of each financial year and shall be available to the public at the latest four months after the end of each financial year. if it is not obliged to comply with the commercial rules governing the disclosure of the accounting documents referred to in paragraph 2. In addition, any undertaking which, as a domestic issuer, must issue securities before the date on which the accounting documents referred to in paragraph 2 are available for the first time to the public shall publish a notice of such disclosure the date on which the accounting documents referred to in paragraph 2 and on which Internet address are publicly available in addition to their availability in the business register. The company shall communicate the notice simultaneously with its publication of the Bundesanstalt and forward it without delay, but not prior to its publication, to the business register within the meaning of Section 8b of the Commercial Code. Storage. It shall also, without delay, but not before publication of the notice referred to in the second sentence, forward the accounting documents referred to in paragraph 2 to the business register for storage, unless the transmission is carried out in accordance with § (2) The annual financial report shall have at least one of the following:
1.
the annual accounts drawn up and audited in accordance with the national law of the host Member State,
2.
the annual report,
3.
a declaration corresponding to the provisions of section 264 (2) sentence 3, section 289 (1) sentence 5 of the Commercial Code; and
4.
a certificate issued by the Chamber of Auditors pursuant to Section 134 (2a) of the Auditor's Rules of Auditors on the registration of the auditor or a confirmation of the auditor's chamber pursuant to Section 134 (4) sentence 8 of the Public Accountant Act on the Exemption from the obligation to enter
(3) The Federal Ministry of Finance, in agreement with the Federal Ministry of Justice, may adopt more detailed provisions by means of a regulation which does not require the approval of the Federal Council.
1.
the minimum content, type, language, scope and form of publication referred to in the second sentence of paragraph 1,
2.
the minimum content, the nature, language, scope and form of the notification referred to in the third sentence of paragraph 1,
3.
how long the information referred to in paragraph 2 must remain generally accessible in the business register and when it is to be deleted.

Footnote

(+ + + Usect. 2 (§ § 37v to 37z): For the first application, see: Section 46 (1) + + +) Unofficial table of contents

Section 37w Half-yearly financial report

(1) A company which, as a domestic issuer, is entitled to issue shares or debt securities within the meaning of Article 2 (1) shall draw up a half-yearly financial report for the first six months of each financial year and shall immediately, at the latest two months, draw up a financial report. after the end of the period under review, make available to the public, unless the eligible securities are debt securities falling within the terms of Article 2 (1) (2) or which are at least conditional on the acquisition of Securities in accordance with section 2 (1) (1) or (2) shall be justified. In addition, before the half-yearly financial report is available to the public for the first time, the company must publish a notice of the date and time at which the report will be published. in addition to its availability in the business register, is publicly available. The company shall communicate the notice simultaneously with its publication of the Bundesanstalt and forward it without delay, but not prior to its publication, to the business register within the meaning of Section 8b of the Commercial Code. Storage. It shall also, without delay, but not before publication of the notice referred to in sentence 2, forward the half-yearly financial report to the business register for storage. (2) The half-yearly financial report shall at least
1.
a shortened degree,
2.
an interim report and
3.
a declaration corresponding to the requirements of § 264 (2) sentence 3, § 289 (1) sentence 5 of the Commercial Code
(3) The shortened conclusion shall contain at least a condensed balance sheet, a condensed profit and loss account and an annex. The abbreviated financial statements shall apply to the accounting principles applicable to the annual accounts. If, in the case of disclosure to the position of the annual financial statements, a separate financial statements within the meaning of section 325 (2a) of the German Commercial Code, the abbreviated conclusion is the international (4) The interim report shall indicate at least the important events of the reporting period in the issuer ' s undertaking and its effects on the shortened conclusion, as well as the following: significant opportunities and risks for the six months following the reporting period To describe the financial year. In addition, in the case of a company that shares shares as a domestic issuer, the principal transactions of the issuer with related persons are to be disclosed; the information may instead be given in the Annex to the half-yearly financial report. (5) The The condensed financial statements and the interim management report can be subjected to a review by a statutory auditor. The rules relating to the appointment of the auditor shall be applied in accordance with the prudence of the auditor. The review shall be designed in such a way as to prevent, in the event of a conscientious exercise of the profession, the fact that the condensed financial statements and the interim management report are essentially contrary to the accounting principles to be applied. The auditor has to summarize the results of the review in a certificate on the half-yearly financial report, which is to be published with the half-yearly financial report. If the condensed financial statements and the interim management report have been examined in accordance with Section 317 of the Commercial Code, the endorsement or the endorsement shall be reproduced in full and shall be subject to the half-yearly financial report. . If the condensed financial statements and the interim management report have not been subjected to a pruferous review or have been examined in accordance with Section 317 of the Commercial Code, this should be stated in the half-yearly financial report. § 320 and § 323 of the German Commercial Code apply accordingly. (6) The Federal Ministry of Finance may, in agreement with the Federal Ministry of Justice, further provisions by means of a regulation which does not require the consent of the Federal Council adopted on
1.
the content and prudence of the semi-annual financial report,
2.
the minimum content, type, language, scope and form of publication referred to in the second sentence of paragraph 1,
3.
the minimum content, the nature, language, scope and form of the notification referred to in the third sentence of paragraph 1, and
4.
as long as the half-yearly financial report must remain generally accessible in the business register and when it is to be deleted.

Footnote

(+ + + Usect. 2 (§ § 37v to 37z): For the first application, see: Section 46 (1) + + +)
(+ + + § 37w (3) sentence 2: For the application, see Section 46 (2) + + +) Unofficial table of contents

Section 37x Interim announcement of the management

(1) A company that shares shares as a domestic issuer has, in a period between ten weeks after the beginning and six weeks before the end of the first and second half of the financial year, an interim communication between the management of the to make available to the public. In addition, the company must first publish a notice of the date and under which Internet address the management of the management shall be published in addition to its availability in the business register. is accessible. The company shall communicate the notice simultaneously with its publication of the Bundesanstalt and forward it without delay, but not prior to its publication, to the business register within the meaning of Section 8b of the Commercial Code. Storage. It shall also, without delay, but not before the publication of the notice referred to in sentence 2, communicate the management of the management to the business register for storage. (2) The interim communication shall have information on the the period between the beginning of each half of the financial year and the date on which the intermediate communication is available to the public within the meaning of the first sentence of paragraph 1; this information shall have the purpose of: enable the issuer's business activities to be carried out in the three months The expiry of the notification period has been developed. The interim communication shall explain the main events and transactions of the notification period in the issuer ' s undertaking and its effects on the issuer ' s financial position, as well as the financial situation and the business result of the issuer. (3) If a quarterly financial report is drawn up and published in accordance with the provisions of section 37w (2) (1) and (2), (3) and (4), the obligation pursuant to paragraph 1 shall not be required. The quarterly financial report shall be transmitted immediately, but not prior to its publication to the business register. If the quarterly financial report is subject to a review by a statutory auditor, § 320 and § 323 of the German Commercial Code shall apply accordingly. (4) The Federal Ministry of Finance may, in agreement with the Federal Ministry of Finance, Justice by decree law, which does not require the consent of the Bundesrat, more detailed provisions are adopted on
1.
the minimum content, type, language, scope and form of publication referred to in the second sentence of paragraph 1, and
2.
the minimum content, the type, language, scope and form of the notification referred to in the third sentence of paragraph 1.

Footnote

(+ + + Usect. 2 (§ § 37v to 37z): For the first application, see: Section 46 (1) + + +) Unofficial table of contents

Section 37y Consolidated Financial Statements

If a parent company is obliged to draw up a consolidated financial statements and a group management report, § 37v to § 37x shall apply with the following conditions:
1.
The annual financial report also has audited the audited, in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards (OJ L 327, 30.4.2002, p. EC No 1), the consolidated financial statements, the group management report, a declaration corresponding to the provisions of section 297 (2) sentence 3, section 315 (1) sentence 6 of the Commercial Code and a certificate issued by the auditor's chamber pursuant to § 134 (2a) of the The auditor's order for the registration of the auditor or a confirmation of the auditor's chamber in accordance with § 134 (4) sentence 8 of the Public Accountant's Rules of Auditors on the exemption from the obligation to enter the auditor.
2.
The statutory representatives of the parent company shall draw up and publish the half-yearly financial report for the parent undertaking and the entirety of the subsidiaries to be included. § 37w (3) applies accordingly if the parent company is obliged to draw up the consolidated financial statements in accordance with the international accounting standards and regulations referred to in Section 315a (1) of the Commercial Code.
3.
The information referred to in Article 37x (2), second sentence, in the interim communication of a parent undertaking shall relate to the parent undertaking and to the entirety of the subsidiaries to be included.

Footnote

(+ + + Usect. 2 (§ § 37v to 37z): For the first application, see: Section 46 (1) + + +)
(+ + + § 37y No 2: refer to the application) Section 46 (2) + + +) Unofficial table of contents

Section 37z Exceptions

(1) § § 37v to 37y are not to be applied to companies that are solely responsible for
1.
, debt securities admitted to trading on an organised market with a minimum denomination of EUR 100 000 or the equivalent value of another currency equivalent to the issue date, or
2.
Outstanding already before 31 December 2010 for trading in an organised market in the territory of the country or in another Member State of the European Union or another State Party to the Agreement on the European Economic Area authorized debt securities with a minimum denomination of EUR 50 000 or the equivalent value of a different currency on the date of issue.
The exceptions provided for in the first sentence shall not apply to issuers of securities within the meaning of Section 2 (1) (2). (2) § 37w shall not apply to credit institutions which, as domestic issuers, issue securities if their shares are not held on a shall be admitted and have repeatedly or repeatedly issued only debt securities whose total nominal amount does not reach EUR 100 million and for which no prospectus has been published in accordance with the Securities Prospectus Act. (3) 37w also does not apply to companies that are as domestic issuers securities issued if they have already existed on 31 December 2003 and have issued debt securities admitted exclusively to trading on an organised market, which are absolutely necessary by the Federation, by a country or by one of its local authorities; and shall be irrevocably guaranteed. (4) The Bundesanstalt may be subject to the requirements of Sections 37v to 37y, including in conjunction with a regulation pursuant to Section 37v (3) of the Law, to a company established in a third country which is entitled to securities as a domestic issuer. 3, § 37w (6) or § 37x (4), insofar as these issuers are equivalent Rules of a third country shall be subject to or subject to such rules. The Federal Institute shall inform the European Securities and Markets Authority of the granted exemption. However, the information to be compiled in accordance with the rules of the third country is in accordance with § 37v (1) sentence 1 and 2, § 37w (1) sentence 1 and 2 and § 37x (1) sentence 1 and 2, respectively also in conjunction with a legal regulation pursuant to § 37v para. 3, § § 37v (3) § § 37v (1) 37w (6) or § 37x (4), to be made available to the public, to be published and communicated to the Federal Institute at the same time. The information shall also be transmitted immediately, but not prior to its publication, to the business register within the meaning of Section 8b of the Commercial Code for storage. The Federal Ministry of Finance may, by means of a regulation which does not require the consent of the Federal Council, adopt detailed provisions on the equivalence of rules of a third country and the exemption of undertakings as set out in the first sentence. (5) By way of derogation from paragraph 4, undertakings established in a third country shall be exempted from the drawing up of their annual accounts in accordance with articles 37v and 37w before the financial year beginning on or after 1 January 2007, where the undertakings are: Annual accounts in accordance with the provisions of Article 9 of Regulation (EC) No 1606/2002 of the European Parliament and of of 19 July 2002 on the application of international accounting standards (OJ L 139, 30.4.2002, p. EC No 1), set out internationally recognised standards.

Footnote

(+ + + Usect. 2 (§ § 37v to 37z): For the first application, see: Section 46 (1) + + +)

Section 12
Criminal and penal rules

Unofficial table of contents

Section 38 Criminal law

(1) With a custodial sentence of up to five years or a fine shall be punished, who
1.
, contrary to Article 14 (1) (1), an insider paper acquires or sells an insider's paper;
2.
a)
as a member of the management or supervisory body or as a personally liable partner of the issuer or of a company affiliated with the issuer,
b)
by reason of its participation in the capital of the issuer or of a company affiliated with the issuer,
c)
on the grounds of his profession or his/her work or his/her task, as intended or
d)
on the basis of the preparation or the commission of a criminal offence
has insider information and uses this insider information to commit an intentional act referred to in § 39 para. 2 no. 3 or 4. (2) Likewise, it shall be punished who is referred to in § 39 para. 1 No. 1 or No. 2 or para. 2 no. 11 committing intentional act and thereby
1.
on the domestic stock exchange or market price of a financial instrument, a product within the meaning of Article 2 (2) (c), an emission allowance within the meaning of Section 3 (3) of the greenhouse gas emission trading act or of a foreign payment means in the sense of Section 51 of the Stock Exchange Act,
2.
at the price of a financial instrument in an organised market in another Member State of the European Union or in another State Party to the Agreement on the European Economic Area, or
3.
on the price of a product within the meaning of section 2 (2c), an emission allowance within the meaning of Section 3 (3) of the Greenhouse Gas Emissions Trading Act or of a foreign means of payment within the meaning of Section 51 of the Stock Exchange Act, on a basis with a National stock exchange comparable market in another Member State of the European Union or in another Contracting State of the Agreement on the European Economic Area
(2a) It shall also be punished who is against Commission Regulation (EU) No 1031/2010 of 12 November 2010 on the timing and administrative procedures and other aspects of the auctioning of greenhouse gas emission allowances in accordance with the Directive 2003 /87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community (OJ L 378, 27.3.2003, p. OJ L 302, 18.11.2010, p.
1.
, contrary to the first subparagraph of Article 38 (1), including in conjunction with paragraph 2 or Article 40, a bid shall be established, amended or withdrawn, or
2.
as a person referred to in the second subparagraph of Article 38 (1), including in conjunction with paragraph 2,
a)
, contrary to Article 39 (a), continue to provide inside information or
b)
, contrary to Article 39 (b), recommends the recruitment, amendment or withdrawal of a bid, or the tempting of another person.
(3) In the cases referred to in paragraphs 1 and 2a, the trial shall be punishable. (4) Where the offender is reckless in the cases referred to in paragraph 1 (1) or (2a) (1), the penalty shall be a custodial sentence of up to one year or a fine. (5) One paragraph shall be referred to in paragraph 1. 1 or 2 in conjunction with Section 39 (2) (3) or (4) or in paragraph 2 in conjunction with Article 39 (1) (1) or (2) or (2) or (2) No 11, a corresponding foreign prohibition shall be the same. Unofficial table of contents

Section 39 Penal rules

(1) The offence is unlawful.
1.
in accordance with Article 20a (1) sentence 1, point 2, also in conjunction with paragraph 4, in connection with a legal regulation pursuant to the first sentence of paragraph 5, first sentence, no. 2 or 5, a transaction or a purchase order or sales order issued,
2.
, contrary to Article 20a (1) sentence 1 (3), also in conjunction with paragraph 4, or of a decree of law referred to in the first sentence of paragraph 5, sentence 1, no. 3, an act of deception,
3.
Contrary to § 31g (1), a publication does not carry out, is not correct, not complete or not in good time,
4.
contrary to Article 32d (1) sentence 1, access is not granted,
5.
in accordance with Article 34b (1), second sentence, in conjunction with a legal regulation referred to in the first sentence of paragraph 8, a financial analysis shall be carried out or published in public, or
6.
In accordance with Article 34b (2) in conjunction with a legal regulation pursuant to the first sentence of paragraph 8, a summary of a financial analysis shall be passed on.
(2) Administrative offences are those who are intentional or reckless
1.
, contrary to Section 4 (8) or § 10 (1) sentence 2, a person shall be informed,
1a.
an enforceable arrangement in accordance with Section 4b (1),
2.
against
a)
Section 9 (1), first sentence, also in conjunction with the second sentence, in each case also in conjunction with sentence 3, 4 or 5, in conjunction with a legal regulation pursuant to paragraph 4 (1) or (2), respectively,
b)
Section 10 (1), first sentence, also in conjunction with a legal regulation referred to in the first sentence of paragraph 4,
c)
§ 15 (3) sentence 4, subsection 4, sentence 1 or paragraph 5, sentence 2, also in conjunction with a legal regulation pursuant to the first sentence of paragraph 7, first sentence, no. 2,
d)
§ 15a (1) sentence 1, also in conjunction with sentence 2, para. 4, sentence 1, also in conjunction with a legal regulation referred to in the first sentence of paragraph 5,
e)
Section 21 (1) sentence 1 or 2 or para. 1a, also in conjunction with a legal regulation pursuant to section 21 (3),
f)
§ 25 (1) sentence 1, also in conjunction with a legal regulation pursuant to § 25 (3), or Article 25a, paragraph 1, sentence 1, also in conjunction with a legal regulation pursuant to Art. 25a, paragraph 4,
g)
Section 26 (2), also in conjunction with a regulation pursuant to Article 26 (3) (2),
h)
Article 26a, sentence 1,
i)
Section 29a (2), first sentence,
j)
§ 30c, also in conjunction with § 30d,
k)
§ 30e (1) sentence 1, also in conjunction with a legal regulation pursuant to Section 30e (2),
l)
Section 30f (2),
m)
(dropped)
n)
§ 37v (1) sentence 3, also in conjunction with § 37y, also in conjunction with a legal regulation pursuant to section 37v (3) no. 2,
o)
§ 37w (1) sentence 3, also in conjunction with § 37y, also in conjunction with a legal regulation pursuant to section 37w (6) no. 3,
p)
§ 37x (1) sentence 3, also in conjunction with § 37y, also in conjunction with a legal regulation pursuant to § 37x paragraph 4 no. 2, or
q)
Section 37z (4) sentence 2
a communication does not make it correct, not complete, not in the prescribed manner or not in good time,
3.
, contrary to Article 14 (1) (2), informs or makes available insider information,
4.
Recommends, contrary to Article 14 (1) (3), the acquisition or disposal of an insider's paper or otherwise tempts it to
5.
against
a)
§ 15 (1) sentence 1, also in conjunction with sentence 2, § 15 (1) sentence 4 or 5, respectively in conjunction with a legal regulation pursuant to paragraph 7 sentence 1 no. 1,
b)
§ 15a (4) sentence 1 in conjunction with a legal regulation pursuant to the first sentence of paragraph 5, first sentence,
c)
§ 26 (1) sentence 1, also in conjunction with sentence 2, in connection with a legal regulation pursuant to section 26 (3) no. 1, or in violation of § 26a sentence 1 or § 29a (2) sentence 1,
d)
§ 30b (1) or (2), also in conjunction with § 30d,
e)
§ 30e (1) sentence 1 in conjunction with a legal regulation pursuant to § 30e para. 2 or § 30f (2),
f)
(dropped)
g)
§ 37v (1) sentence 2 in conjunction with a legal regulation pursuant to § 37v (3) no. 1, also in connection with § 37y, or contrary to § 37z (4) sentence 2,
h)
§ 37w (1) sentence 2 in conjunction with a legal regulation pursuant to § 37w (6) no. 2, also in conjunction with § 37y, or
i)
§ 37x (1) sentence 2 in conjunction with a legal regulation pursuant to § 37x (4) no. 1, also in connection with § 37y
publication, not correct, not complete, not in the prescribed manner or not in time, or not, or does not recover in time,
6.
contrary to § 15 (1) sentence 1, § 15a (4) sentence 1, § 26 (1) sentence 1, § 26a sentence 2, § 29a para. 2 sentence 2, § 30e paragraph 1 sentence 2, § 30f paragraph 2, § 37v para. 1 sentence 3, § 37w para. 1 sentence 3 or § 37x paragraph 1 sentence 3, also in conjunction with § 37y, or , contrary to Article 37z (4) sentence 3, information or a notice shall not be communicated or not submitted in good time,
7.
, contrary to Article 15 (5) sentence 1, a publication,
8.
Contrary to the first sentence of Article 15b (1), in conjunction with a legal regulation referred to in the first sentence of paragraph 2 (1) or (2), a list does not lead, is not correct or not complete,
9.
, contrary to the second sentence of Article 15b (1), the list shall not be forwarded or not
10.
against
a)
§ 16, first sentence, or
b)
§ 34 (1) or (2) sentence 1 or sentence 2, in conjunction with a legal regulation pursuant to § 34 (4) sentence 1,
a record is not produced, not correct, not complete or not in time,
10a.
Contrary to the first sentence of Article 17 (5), no statement shall be attached to the said statement
10b.
Contrary to Article 19 (2), a communication does not or does not make a notification
10c.
, contrary to the first sentence of Article 20 (1), the facts referred to in paragraph 1 shall not be examined and certified in good time,
10d.
, contrary to the first sentence of Article 20 (4), a certificate shall not be forwarded or not
11.
Contrary to Article 20a (1) sentence 1, point 1, also in conjunction with paragraph 4, or of a legal regulation referred to in the first sentence of paragraph 5, sentence 1, no. 1, or conceals a circumstance,
12.
Contrary to Article 30a (1) (2), also in conjunction with Section 3 or § 30d, it does not ensure that facilities and information are publicly available in Germany,
13.
contrary to Section 30a (1) no. 3, also in conjunction with paragraph 3 or § 30d, it does not ensure that data are protected from being informed by unauthorised persons,
14.
Contrary to Article 30a (1) No. 4, also in conjunction with Section 3 or Section 30d, it does not ensure that a place referred to there is determined,
14a.
(dropped)
14b.
(dropped)
15.
Contrary to Section 31 (1) no. 2, a conflict of interests is not, not correct, not fully or not presented in good time,
15a.
against
a)
Article 31 (3a), first sentence, in conjunction with a legal regulation pursuant to Article 31 (11), first sentence, point 2a, of an information sheet,
b)
Article 31 (3a), third sentence, in conjunction with the first sentence, of the essential investor information or
c)
Section 31 (3a), fourth sentence, in conjunction with the first sentence, of a wealth of assets-Information sheet
not available, not correct, not complete or not in good time,
16.
Recommends a financial instrument or makes a recommendation in connection with a financial portfolio management, contrary to Section 31 (4) sentence 3,
16a.
Recommends, contrary to the first sentence of Article 31 (4a), a financial instrument or an investment service;
16b.
Contrary to Article 31 (4c), first sentence, second sentence, second sentence, a non-monetary allowance is accepted,
16c.
Contrary to § 31 (4c) sentence 1 (2) sentence 4, a monetary grant does not come to an end in full or in time,
16d.
Contrary to § 31 (4d) sentence 1, information is not available, not correct, not complete or not in good time,
16e.
Contrary to Article 31 (4d), second sentence, a financial transaction is concluded as a fixed-price transaction;
17.
Contrary to Article 31 (5), sentence 3 or 4, there is no indication or information, or not in time, of information,
17a.
, contrary to Article 31 (5a), third sentence, a contract is concluded;
17b.
shall accept or grant a grant, contrary to the first sentence of Article 31d (1);
17c.
Contrary to § 33 (1) sentence 2, point 1, also in conjunction with a regulation pursuant to section 33 (4), a compliance function is not established,
17d.
Contrary to § 33 (1) sentence 2, point 4, also in connection with a legal regulation pursuant to § 33 (4), a procedure referred to in paragraph 33 (4) does not withhold or does not carry out a documentation referred to in that paragraph,
18.
, contrary to the second sentence of Article 33a (5) (2) or (6) (1) or (2), an indication or information is not available or does not give consent or consent in time, or does not obtain consent in good time,
19.
Contrary to Article 33a, paragraph 6, no. 3, a communication does not make the right or complete communication complete,
19a.
Contrary to § 34 (2a) sentence 1 in conjunction with a legal regulation pursuant to § 34 (4) sentence 1, a protocol is not made, not correct, not complete or not in good time,
19b.
, contrary to the second sentence of Article 34 (2a), a copy of the Protocol shall not be made available in full, not in the prescribed manner or in a timely manner,
19c.
Contrary to § 34 (2a) sentence 3 and 5 in conjunction with a regulation pursuant to § 34 (4) sentence 1, a copy of the protocol is not to be completed, not in full, in the prescribed manner or not in time,
20.
shall not retain a record, or not at least five years, contrary to the first sentence of Article 34 (3),
21.
Contrary to § 34c, sentence 1, 2 or 4, an advertisement shall not be reimbursed, not correct, not complete or not in good time,
22.
in accordance with the first sentence of Article 34d (1), the first sentence of the first paragraph of paragraph 2 or the first sentence of paragraph 3, in each case in conjunction with a decree pursuant to Section 34d (6), first sentence, point 2, of an employee with an activity referred to in that paragraph,
23.
against
a)
§ 34d (1) sentence 2 or sentence 3, paragraph 2, sentence 2 or sentence 3 or paragraph 3, sentence 2 or sentence 3, also in conjunction with a legal regulation pursuant to § 34d (6), first sentence, point 1, or
b)
Section 34d, paragraph 1, sentence 4 in conjunction with a regulation pursuant to section 34d (6), first sentence, point 1
an indication not, not correct, not fully or not reimbursed in time,
23a.
Contrary to Article 36d (1), a name referred to in that paragraph shall
24.
contrary to § 37v (1) sentence 4, § 37w (1) sentence 4 or § 37x (1) sentence 4, also in conjunction with § 37y, an annual financial report including the declaration pursuant to § 37v (2) no. 3 and the registration certificate or confirmation pursuant to § 37v (2) (4), a half-yearly financial report, including the declaration pursuant to section 37w (2) (3) or an interim communication, not or not in a timely manner, or
25.
of a directly applicable provision in delegated acts of the European Union, which Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (OJ L 327, 30.12.2009, p. 1), as last amended by Regulation (EU) No 462/2013 (OJ L 302, 15.11.2013, p. 1). 1), as amended in each case, is contrary within the scope of application of this Act, in so far as a legal regulation under paragraph 6 of this Article applies to a certain amount of the fine points.
(2a) Contrary to Article 7 or Article 8 of Commission Regulation (EC) No 1287/2006 of 10 August 2006 implementing Directive 2004 /39/EC of the European Parliament and of the Council on the implementation of Directive 2004 /39/EC of the European Parliament and of the Council concerning the recording requirements for investment firms, the reporting of transactions, market transparency, the admission of financial instruments to trade and certain terms within the meaning of this Directive (OJ L 327, 30.4.2004, p. EU No 1), a record is not produced, not correct, not complete or not in good time. (2b) Contrary to Regulation (EC) No 1060/2009, the person acting as a person acting on an investment service provider is in breach of Regulation (EC) No 1060/2009, by deliberately or recklessly
1.
uses a rating, contrary to the first subparagraph of Article 4 (1),
2.
, contrary to Article 5a (1), do not ensure that the investment service undertaking carries out its own credit risk assessments,
3.
Contrary to Article 8c (1), an order is not properly issued,
4.
, contrary to Article 8c (2), it does not ensure that the credit rating agencies in question meet the conditions set out therein, or
5.
the second sentence of Article 8d (1) does not make the documentation referred to in that paragraph correctly.
(2c) In breach of Regulation (EU) No 1031/2010, by intentionally or recklessly
1.
as person referred to in Article 40
a)
, contrary to Article 39 (a), continue to provide inside information or
b)
Recommends, contrary to Article 39 (b), the recruitment, alteration or withdrawal of a bid or the tempting of another person to do so,
2.
, contrary to the provisions of the second sentence of Article 42 (1) or the third sentence of the third sentence, the list shall not be transmitted, not correct, not
3.
is not informed, not correct or not within five working days, contrary to Article 42 (2); or
4.
Contrary to Article 42 (5), the Authority shall not be informed, not fully or in full, of the Authority.
(2d) In breach of Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps (OJ L 376, 27.11.2012, p. 1), by intentionally or recklessly.
1.
in breach of Article 5 (1), Article 7 (1) or Article 8 (1), in conjunction with Article 9 (1), first subparagraph, or Article 10, shall not make a notification, not correct, not complete or not in good time,
2.
, contrary to Article 6 (1), including in conjunction with the first subparagraph of Article 9 (1) or Article 10, an individual shall not disclose, not correct, not fully or not in good time,
3.
, contrary to Article 12 (1) or Article 13 (1), a share or a public debt is sold empty,
4.
, contrary to Article 14 (1), a transaction, or
5.
does not ensure, contrary to Article 15 (1), that it has a procedure referred to in that paragraph.
(2e) In breach of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (OJ L 136, 31.4.2012, p. 1), by intentionally or recklessly
1.
contrary to Article 4 (1) and (3), an OTC derivative contract does not, or not in the prescribed manner, cleart,
2.
as the operator of a multilateral trading system within the meaning of Article 31f (1), contrary to Article 8 (1), in conjunction with the first subparagraph of paragraph 4, trade data not, not correct, not complete, not in the prescribed manner or not be made available in good time,
3.
, contrary to Article 9 (1), second sentence, does not make a notification, not correct, not complete or not in good time,
4.
shall not, contrary to Article 9 (2), retain a record, or not at least five years,
5.
, contrary to Article 10 (1) (a), a communication does not or does not make a
6.
does not ensure, contrary to Article 11 (1), that there is a procedure referred to in that paragraph or that there is a provision,
7.
in breach of Article 11 (2), first sentence, the value of outstanding contracts shall not be determined in good time or in a timely manner;
8.
, contrary to Article 11 (3), there is no risk management described therein,
9.
does not ensure, contrary to Article 11 (4), that appropriate and appropriate capital adequacy is maintained in order to cover the risks referred to therein; or
10.
, contrary to the first sentence of Article 11 (11), the information on exemption from the requirements of Article 11 (3) is not published or is not published correctly.
(3) Contrary to the law, who intentionally or negligently
1.
a fully-retractable arrangement according to
a)
Section 4 (3), first sentence,
b)
Section 34d (4), first sentence, point 1 or point 2 (b),
c)
Section 36b (1),
d)
Section 37o (4) sentence 1 or § 37q (2) sentence 1
shall be contrary to
2.
, contrary to § 4 (4) sentence 1 or 2 or § 37o (5) sentence 1, enter or not tolerate entry
3.
Contrary to Article 33 (3) sentence 1, no. 2, a portfolio management is outsourced,
4.
contrary to the first sentence of Article 34a (1), including in connection with a regulation in accordance with Section 34a (5), first sentence, that customer funds are not kept in the prescribed manner,
5.
contrary to the third sentence of Article 34a (1), even in conjunction with a regulation pursuant to Section 34a (5) sentence 1, the customer's consent is not or is not recovered in due time,
6.
contrary to Article 34a, paragraph 1, sentence 4, also in conjunction with a decree law pursuant to § 34a (5) sentence 1, does not disclose a fiduciary deposit,
7.
contrary to Article 34a, paragraph 1, sentence 5, also in conjunction with the second sentence of paragraph 2, in connection with a legal regulation pursuant to § 34a (5) sentence 1, which does not inform the customer, either correctly or not in due time,
8.
contrary to the first sentence of Article 34a (2), including in connection with a decree of law pursuant to § 34a (5) sentence 1, a security shall not be forwarded or forwarded in good time for the safekeeping of the securities,
9.
contrary to § 34a (4) sentence 1, also in conjunction with sentence 2, in connection with a legal regulation pursuant to § 34a (5) sentence 1, a security is used,
10.
, contrary to Article 36 (1) sentence 4, an examiner shall not be appointed or not appointed
11.
, contrary to § 36 (2) sentence 1, an advertisement is not, not correct, not fully or not reimbursed in time, or
12.
Contrary to § 37v (1) sentence 1, § 37w (1) sentence 1 or § 37x (1) sentence 1, also in conjunction with § 37y, an annual financial report, a half-yearly financial report or an interim communication shall not be made available in time or not in time.
(3a) Contrary to Regulation (EU) No 236/2012, he or she is acting in breach of Regulation (EU) No 236/2012 by intentionally or negligently taking a decision in accordance with Article 18 (2), second sentence or sentence 3, Article 19 (2), Article 20 (2) or Article 21. (4) In the cases referred to in points 1 and 2 of paragraph 1, point 2 (e) and (f), point 5 (a), (7) and (11), the administrative offence may be subject to a fine of up to EUR 1 million, in the case of the cases referred to in paragraph 2 (1a) and (2) (g) to (i) and (2d) (3) to (5) and (14a) and (14b) and to paragraph 2e (5), (8) and (9) with a fine of up to five hundred thousand euros, in the cases referred to in points 3 and 5 of paragraph 1, in the case of points 1, 2 (a), (c) and (n) to (q), (3), (4) and (5) (c) to (i), (6), (16a) and (17a) of paragraph 2, 17c, 17d, 18, 22 and 25, paragraph 2b, points 1 and 2 of paragraph 2d, paragraph 2e, points 1, 3 and 4, and paragraph 3 (1) (b), (3) and (12), with a fine of up to two hundred thousand euros, in the cases referred to in paragraph 2 (2) Point (d), (5) (b), (10a) to (10d), (12) to (14) and (16), (16b), (16c) and (17b), (2), (6) and (7), and (5) The provisions of paragraph 2 (2) (a), (10) (b), (15), (16), (18) and (18) are punishable by a fine of up to EUR 100 000. to 21, to paragraph 2a and to paragraph 3 (1) (c), (3), (10) and (11), respectively in conjunction with paragraph 4, shall also apply to the investment administration subject to a licence pursuant to section 2 (3) sentence 3. (6) The Federal Ministry of Finance shall also apply: authorized, in so far as it is necessary for the enforcement of the acts of the European Union, by Legal Regulation without the consent of the Federal Council to designate the facts which may be punished as an administrative offence pursuant to paragraph 2, point 25. Unofficial table of contents

Section 40 Administrative authority responsible

The Federal Agency is the administrative authority within the meaning of Section 36 (1) (1) of the Law on Administrative Offences. Unofficial table of contents

§ 40a Participation of the Federal Institute and Communications in Criminal Matters

(1) The Public Prosecutor's Office shall inform the Federal Office of the initiation of an investigation procedure concerning the offences referred to in § 38. If experts are required in the investigation procedure, expert members of the Federal Institute may be consulted. The Federal Institute shall be notified of the indictation and of the request for the order of a criminal order. If the public prosecutor's office considers that the proceedings are to be stopped, it must be heard by the Bundesanstalt. (2) The court shall inform the Federal institution of the date of the main hearing in proceedings concerning the offences referred to in § 38. (3) The Federal Institute of Public Administration shall be granted access to the file on request, provided that the interests of the person concerned are not protected or that the investigation success of the investigation is threatened. (4) In criminal proceedings against the holder or manager of the Investment service providers or their legal representatives or in person Liable partners for offences to the detriment of clients in connection with or in connection with the operation of the investment service undertaking, and in criminal proceedings relating to the offences referred to in § 38, shall be the case in the case of the collection of the Public action of the Federal Agency
1.
the indictup or an application to be sent to its place;
2.
the request for the adoption of a criminal order; and
3.
the final decision on the basis of the decision
; if an appeal has been filed against the decision, the decision shall be communicated with reference to the appeal lodged. In proceedings for negligently committed offences, the transfers specified in paragraphs 1 and 2 shall be carried out only if decisions or other measures taken by the Federal Agency are required immediately from the point of view of the transferring authority. (5) In the case of criminal proceedings, any facts which indicate maladministration in the business of an investment service undertaking are otherwise known and are the knowledge of which, from the point of view of the authority to be notified, of the measures taken by the Federal institution required under this law, shall the court, the law enforcement or the criminal enforcement authority shall also communicate these facts to the extent that it is not apparent to the agency that is to be notified that the interests of the person concerned are prejudicial to the protection of the person concerned. In doing so, account must be taken of how secure the findings to be transmitted are. Unofficial table of contents

Section 40b Announcement of measures

(1) The Bundesanstalt may publicly disclose on its Internet site any indisputable measures it has taken on the grounds of infringement of prohibitions or bids of this law, insofar as this is intended to eliminate or prevent maladministration pursuant to § 4 The second sentence of paragraph 1 is appropriate and necessary, unless this publication would seriously endanger the financial markets or result in disproportionate damage to the parties concerned. In accordance with the second sentence of Article 4 (2), the Bundesanstalt must immediately publish on its website. (2) The Bundesanstalt has the European Securities and Markets Authority (Bundesanstalt) at the same time as the publication referred to in the first sentence of the first sentence of paragraph 1 or the second sentence of paragraph 1. (3) The Bundesanstalt shall immediately inform on its Internet site any incontestable measures it has taken in respect of infringements of Article 4 (1) of Regulation (EC) No 1060/2009. to make public, unless this publication would significantly reduce the financial markets (4) The Bundesanstalt shall immediately disclose to the public any indisputable fines decision pursuant to Section 39 (2e) on its Internet site, unless: this publication would seriously endanger the financial markets or result in disproportionate damage to the parties involved. The notice may not contain any personal data.

Section 13
Transitional provisions

Unofficial table of contents

Section 41 Transitional arrangements for participation and publication obligations

(1) A company within the meaning of section 9 (1), first sentence, which consists of 1 August 1997 and not already subject to the obligation to notify pursuant to Article 9 (1) before that date, must, for the first time, make communications pursuant to this provision on 1 February 1998. (2) Wem on 1. April 2002, taking into account Section 22 (1) and (2) five percent or more of the voting rights of a listed company, the Company and the Federal Institute shall immediately, within seven calendar days at the latest, have the same amount of voting rights. of its voting rights, stating its address, in writing; in the Notification shall be given separately to the voting rights to be allocated for each of the stateslots. An obligation under sentence 1 shall not exist, provided that a notification has already been made pursuant to Article 21 (1) or (1a) after 1 January 2002 and before 1 April 2002. (3) The company shall have communications under paragraph 2 within one month (4) The obligations under paragraphs 2 and 3 are subject to § § 23, 24, 25 (3) sentence 2. Abs 4, § § 27 to 30 shall apply accordingly. (4a) Who on 20 January 2007, also taking into account § 22 in the as amended before 19 August 2008, holding a share of the voting rights attaching to shares exceeding or exceeding the threshold of 15, 20 or 30 per cent shall be subject to the issuer of which the Federal Republic of Germany has The country of origin shall be notified of its voting rights at the latest on 20 March 2007. This shall not apply if, before 20 January 2007, it has already addressed a communication with equivalent information to the issuer; the content of the communication is governed by Article 21 (1), including in conjunction with a regulation on the law of the European Union. (2) Wem on 20 January 2007 on the basis of the allocation in accordance with § 22 (1) sentence 1 no. 6 of a voting rights share in an issuer for which the Federal Republic of Germany is the country of origin, of 5 per cent or more, must be granted to the issuer by the issuer at the latest by 20 March 2007. This shall not apply if, before 20 January 2007, it has already addressed a communication with equivalent information to the issuer and does not already have the right to vote in accordance with Article 22 (1), first sentence, No. 6 in the prior to 20 January 2007 The content of the communication is based on § 21 (1), also in conjunction with a legal regulation pursuant to paragraph 2. Who on 20 January 2007, financial instruments as defined in § 25 in the before 1 March 2009 shall be replaced by the issuer, for which the Federal Republic of Germany is the country of origin, , not later than 20 March 2007, state how high the proportion of voting rights would be if, instead of the financial instruments, it held the shares which could be acquired under the legally binding agreement, unless its voting rights share was less than 5 Percent. This shall not apply if, before 20 January 2007, it has already addressed a communication with equivalent information to the issuer; the content of the communication is in accordance with Article 25 (1) of the version in force before 1 March 2009, including in the case of: Connection with § § 17 and 18 of the German Securities Trading Act and Insider Ordinance in the version valid before 1 March 2009. If a domestic agent receives a notification in accordance with sentence 1, 3 or 5, it shall publish it no later than 20 April 2007 in accordance with § 26 (1) sentence 1, also in conjunction with a legal regulation pursuant to paragraph 3. It shall also transmit the information without delay, but not prior to its publication, to the business register within the meaning of Section 8b of the Commercial Code for storage. At the same time, it must inform the Bundesanstalt pursuant to Section 26 (2), also in conjunction with a legal regulation pursuant to paragraph 3 (2), with the publication in accordance with sentence 7 of this Act. § § 23, 24, 27 to 29 and 29a (3) shall apply mutas to the obligations laid down in the first sentence of the first sentence of the first sentence of the first sentence of § 29a (1) and (2) shall apply mutas to the obligations laid down in the fourth sentence. (4b) Who, even in the light of § 22, holds a share of the voting rights and financial instruments within the meaning of § 25, must achieve the achievement or If the thresholds applicable to § 25, which it reaches or exceed on 1 March 2009 exclusively on the basis of the amendment of § 25 with effect from 1 March 2009 by aggregation pursuant to section 25 (1) sentence 3, do not communicate. Such a notice shall not be issued until any of the thresholds in force for § 25 are reached, exceeded or fallen below. Participation obligations under § 25 in the version in force until 1 March 2009, which are not, not correct, not complete or not fulfilled in the prescribed manner, must be fulfilled, taking into account the provisions of § 25 (1) sentence 3. (4c) Who, , also taking into account § 22, a share of the voting rights attaching to shares, must be reached or exceeded the thresholds applicable to § 21, which it shall apply on 19 August 2008 solely by adding voting rights on the basis of the Recast of section 22 (2) with effect from 19 August 2008, does not exceed or exceed . Such a notice shall not be issued until any of the thresholds in force for § 21 are reached, exceeded or fallen below. The sentences 1 and 2 shall apply to the notification obligation in accordance with Section 25 accordingly, with the proviso that the thresholds applicable to § 25 are applicable. (4d) Anyone holding financial instruments or other instruments within the meaning of section 25a, paragraph 1, on 1 February 2012 shall be deemed to be applicable. enable its holder, on the basis of its design, to acquire 5 per cent or more of the shares of an issuer with voting rights and already issued, for which the Federal Republic of Germany is the country of origin, has the right to: Issuers and, at the same time, the Federal Institute without delay and at the latest within 30 Trading days, the amount of its voting rights in accordance with section 25a, paragraph 2, in accordance with § 25a, paragraph 1, also in conjunction with a legal regulation pursuant to § 25a, paragraph 4, to be communicated. § 24 shall apply accordingly. A aggregation with the participations in accordance with § § 21, 22 and 25 shall take place. (4e) The domestic issuer shall have the information referred to in paragraph 4d immediately, but no later than three trading days after their access in accordance with Article 26 (1) sentence 1, half-sentence 1 to without delay, but not prior to their publication, to the business register within the meaning of Section 8b of the Commercial Code. At the same time as the publication has to be communicated to the Federal Agency, the Federal Office of the Federal Republic of Germany shall inform the Federal Office. (5) The offence is contrary to the law, who intentionally or
1.
does not make a publication, not correct, not complete, in the prescribed manner or in time, contrary to paragraph 4a, sentence 7,
2.
, contrary to paragraph 4a, sentence 8, information shall not be transmitted, or shall not
3.
, contrary to the first sentence of the first sentence of paragraph 4a, the third sentence of paragraph 5 or the first sentence of paragraph 4d, or the first sentence of paragraph 4d, does not make a communication, not correct, not complete, in the prescribed manner or
4.
, contrary to the provisions of the first sentence of paragraph 4e, a publication shall not be carried out, not in full, in the prescribed manner or not in due time.
(6) In the cases referred to in paragraph 5, the administrative offence may be punishable by a fine of up to two hundred thousand euros. Unofficial table of contents

Section 41a Transitional arrangements for the notification and publication obligations for the country of origin election

(1) An issuer within the meaning of Article 2 (6) (1) (b), for which the Federal Republic of Germany is a State of origin on 30 June 2012, shall publish this fact immediately after 30 June 2012 and shall immediately inform the (2) An issuer within the meaning of Section 2 (6) (3) of the Commercial Code shall be transmitted to the Federal Institute for the purpose of storage at the same time as the publication of the Commercial Code. Point (a) to (c) of the Federal Republic of Germany pursuant to Section 2b (1) of the Regulation applicable before 1 July 2012. As a country of origin, the election has been published and the election has to be published immediately after 30 June 2012 of the Federal Institute. Unofficial table of contents

Section 42 Transitional arrangements for the obligation to pay expenses pursuant to § 11

(1) The first sentence of § 11 (1), as amended by the Law of 26 July 1994 (BGBl. 1749) for the reimbursement of costs incurred by the Federal Agency for the period up to the end of 1996, it is also possible to provide proof of the level of transactions in transferable securities and derivatives on the basis of the number of transactions carried out in 1996 and 1997, on the basis of the number of transactions carried out in 1997. (2) § 11 is for the period up to 30 April 2002 in the period up to the day before the date of entry into force of the Act on the Integrated Financial Services Supervision of 22 April 2002 (BGBl. 1310), to apply to the costs incurred by the Federal Supervisory Authority for the trading of securities. Unofficial table of contents

Section 42a Transitional arrangements for the prohibition of uncovered short selling in shares and certain debt instruments in accordance with § 30h

Excluded from the prohibition of § 30h are transactions which have already been concluded before 27 July 2010, provided that these are not prohibited by reason of any other settlement. Unofficial table of contents

Section 42b Transitional arrangements for the sharing and publication obligations for holders of net short selling positions according to § 30i

(1) Who on 26 March 2012 is the owner of a net short selling position pursuant to § 30i (1) sentence 1 in the amount of 0.2 per cent or more, shall have it on the expiry of the next trading day of the Federal Institute in accordance with § 30i (3), also in connection with a Ordinance pursuant to Section 30i (5) of the Regulation. The owner of a net short selling position pursuant to § 30i (1) sentence 2 of 0.5 per cent or more shall, in addition to the notification referred to in the first sentence of sentence 1, also have it within the period of the sentence 1 according to § 30i (3), also in conjunction with a Regulation pursuant to § 30i (5), to be published in the Federal Gazette; such an obligation does not exist if a similar notice has already been issued before 26 March 2012. (2) Contrary to the order of law, who intentionally or Lightweight
1.
, contrary to the first sentence of paragraph 1, does not make a communication, not correct, not complete, in the prescribed manner or not in good time, or
2.
contrary to the first sentence of the first sentence of paragraph 1, the first half-sentence shall not be published, not correct, not in full, in the prescribed manner or not in good time.
(3) In the cases referred to in paragraph 2, the administrative offence may be punishable by a fine of up to two hundred thousand euros. Unofficial table of contents

Section 42c Transitional arrangements for the prohibition of credit derivatives according to § 30j

Excluded from the prohibition of § 30j are transactions that serve the smooth position of positions in a credit derivative within the meaning of § 30j (1) point 1 from which the collateral taker has already grown rights and obligations before 27 July 2010 as well as transactions in credit linked notes already issued prior to 27 July 2010. Unofficial table of contents

§ 42d Transitional arrangements for the use of employees according to § 34d

(1) An investment service undertaking may:
1.
employees within the meaning of § 34d (1) sentence 1, who are entrusted with investment advice on 1 November 2012 and who do not meet the requirements of § 34d paragraph 1 sentence 1 in conjunction with the legal regulation pursuant to § 34d paragraph 6,
2.
Sales representatives within the meaning of § 34d (2 sentence 1), who are entrusted with the activities mentioned there on 1 November 2012 and who do not comply with the requirements of § 34d (2) sentence 1 in conjunction with the legal regulation pursuant to Article 34d (6), and
3.
Compliance officers within the meaning of § 34d (3) sentence 1, who are entrusted with the activities mentioned there on 1 November 2012 and who do not meet the requirements of § 34d (3) sentence 1 in conjunction with the legal regulation pursuant to § 34d paragraph 6,
(2) An investment service undertaking shall be required to do so by 31 May 2013.
1.
the staff referred to in paragraph 1 (1),
2.
Sales representative within the meaning of paragraph 1 (2) and
3.
Compliance officers within the meaning of paragraph 1 (3),
indicate immediately as soon as they meet the relevant requirements laid down in Article 34d (1), first sentence, first sentence, or third sentence of the first sentence of Article 34d (1). The second sentence of Section 34d (1), the second sentence of paragraph 2, or the second sentence of paragraph 3, shall apply mutatily to the advertisements. Unofficial table of contents

Section 42e Transitional regime for essential investor information

Section 31 (3a) of the version in force as from 1 July 2011 is to apply to a purchase recommendation for EU investment shares only if the essential investor information is drawn up in accordance with the rules of the respective country of origin for these shares and have been published by the EU investment company pursuant to Article 122 (1), second sentence, of the Investment Act, but no later than 1 July 2012. Up to this date, Section 31 (3), sentence 4, will continue to be applied to the distribution of the respective EU investment shares in the version in force until 30 June 2011. Unofficial table of contents

Section 43 Transitional arrangements for the limitation of the limitation of claims pursuant to section 37a

Section 37a, in the version valid until 4 August 2009, shall apply to claims arising from the period 1 April 1998 to the end of 4 August 2009. Unofficial table of contents

Section 44 Transitional arrangements for foreign organised markets

(1) Organised markets which require a permit pursuant to § 37i and granted direct market access on 1 July 2002 to trading participants having their registered office in Germany via an electronic trading system, shall be subject to the provisions of the Bundesanstalt until 31 December 2002. (2) Organised markets which have to submit an advertisement in accordance with § 37m and which on 1 July 2002 shall be subject to the notification of an electronic commerce operator with a registered office in the country. Having granted direct access to the market, this is the case and the intention to access the market , the Bundesanstalt shall be notified by 31 December 2002. Unofficial table of contents

Section 45 Application provision to section 11

The provisions of Section 11 in the version in force of 21 December 2004 shall apply for the first time to financial statements of the financial year ending on 31 December 2004 or later. The Federal Institute shall carry out the tasks assigned to it in Section 11 from 1 July 2005. Unofficial table of contents

Section 46 Application provision for the Transparency Directive

(1) § 37n and § 37o (1) sentence 4 as well as the provisions of Section 11 subsection 2 in the version in force of 20 January 2007 shall apply for the first time to financial reports of the financial year beginning after 31 December 2006. (2) Issuers, of which only debt securities are trading in an organised market within the meaning of Article 4 (1) (14) of Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments (OJ L 327, 30.4.2004, p. EU No 1) in a Member State of the European Union or in another State Party to the Agreement on the European Economic Area, and to issuers whose securities are admitted to trading in a third country; and § 37w (3) sentence 2 and § 37y No. 2, as amended on 20 January 2007, shall apply in accordance with the conditions laid down in § 37w (3) (2) and (37y) No. 2 of the applicable law for this purpose since the financial year that began before 11 September 2002. Application that the issuer shall, for financial years beginning before 31 December 2007, be (3) § 30b (3) (1) (a), as amended on 20 January 2007, applies for the first time to information submitted after 31 December 2007. (4) (omitted) Unofficial table of contents

§ 47 Application provision for § 34

§ 34 in the version in force of 5 August 2009 shall apply for the first time to investment advice which will be carried out after 31 December 2009. Unofficial table of contents

Section 48 Transitional provisions on the EMIR Execution Act

Section 20 (1) in the version valid from 16 February 2013 shall be applied for the first time to the financial year beginning after 16 February 2013.