Law on the preparation, approval and publication of the prospectus to be published in the public offering of securities or in the admission of securities to trading in an organised market (Securities Prospectus Act- WpPG)

Unofficial table of contents

WpPG

Date of completion: 22.06.2005

Full quote:

" Securities Prospectus Act of 22 June 2005 (BGBl. I p. 1698), which is provided by Article 4 of the Law of 3 July 2015 (BGBl. 1114). "

Status:	Last amended by Art. 11 G v. 20.9.2013 I 3642
Note:	Amendment by Art. 4 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
This Act is intended to transpose Directive 2003 /71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading, and amending Directive 2001 /34/EC (OJ L 197, 21.7.2001, p. EU No 64).

Footnote

(+ + + Text evidence from: 1.7.2005 + + +) 
(+ + + For non-application d.  Section 3 (1) of this G   
 cf.  § 37 WpPG F. 2011-12-06 + + +) 

  

The G was decided as Article 1 of the G v. 22.6.2005 I 1698 by the Bundestag with the consent of the Bundesrat. It's gem. Article 10 of this Act entered into force on 1 July 2005. § 4 (3), § 20 (3), § 27 (5) and § 28 (2) came into force on 28 June 2005.

(+ + + Official note from the norm-provider on EC law: 
 Implementation of the 
 EGRL 71/2003 (CELEX Nr: 32003L0071) + + +) 

  

Unofficial table of contents

Content Summary

Section 1
	Scope and definitions
§ 1		Scope
§ 2		Definitions
§ 3		Obligation to publish a prospectus and exceptions with regard to the type of offer
§ 4		Exceptions to the obligation to publish a prospectus in respect of certain securities
Section 2
	Preparation of the prospectus
§ 5		Prospectus
§ 6		Base prospectus
§ 7		Minimum information
§ 8		Non-inclusion of information
§ 9		Validity of the prospectus, the base prospectus and the registration form
§ 10		(dropped)
§ 11		Information in the form of a reference
§ 12		Prospectus from one or more individual documents
Section 3
	Approval and publication of the prospectus
§ 13		Approval of the prospectus
§ 14		Filing and publication of the prospectus
§ 15		Advertising
§ 16		Night rag to the prospectus; right of revocation of the investor
Section 4
	Cross-border offers and admission to trading
§ 17		Cross-border validity of prospectuses
§ 18		Attestation of approval
Section 5
	Language arrangements and issuers with registered offices in third countries
§ 19		Language arrangements
§ 20		Third country issuers
Section 6
	Prospectus liability
Section 21		Liability in the event of a flawed listing prospectus
Section 22		Liability in the case of other defective prospectus
Section 23		Disclaimer
§ 24		Liability in the absence of prospectus
Section 25		Non-effective limitation of liability; other claims
Section 7
	Competent authority and procedures
Section 26		Powers of the Bundesanstalt
§ 27		Confidentiality of Obligations
§ 28		Cooperation with competent bodies in other countries of the European Economic Area
Section 28a		Cooperation with the European Securities and Markets Authority (Securities and Markets Authority)
§ 29		Precautions
§ 30		Publication of measures
Section 31		Immediate enforcement
Section 8
	Other provisions
Section 32		Obligation to provide information for investment service companies
§ 33		Fees and expenses
Section 34		Naming requirement
§ 35		Fines
§ 36		Transitional provisions
Section 37		Transitional provisions for the repeal of the sales prospectus act

Section 1
Scope and definitions

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§ 1 Scope

(1) This Act shall apply to the preparation, approval and publication of prospectuses for securities intended to be offered to the public or admitted to trading in an organised market. (2) This Act shall not apply to:

1.

shares or shares of open investment assets within the meaning of Article 1 (4) of the Capital Investment Code;

2.

Non-equity securities held by a State of the European Economic Area or by a local authority of such a State, by international organizations of public law, to which at least one State of the European Economic Area shall be heard by the European Central Bank or by the central banks of the States of the European Economic Area;

3.

securities guaranteed unconditionally and irrevocably by a State of the European Economic Area or by a local authority of such a State;

4.

securities issued by CRR credit institutions or by issuers whose shares are already admitted to trading on an organised market; this shall apply only if the selling price is offered to all those offered in the European Economic Area securities shall be less than EUR 5 million, and this ceiling shall be calculated over a period of twelve months;

5.

Non-equity securities issued continuously or repeatedly by CRR credit institutions for a sale price of all securities offered in the European Economic Area of less than EUR 75 million, this upper limit being exceeded by a The period of twelve months shall be calculated, provided that such securities are

a)

are not subordinated, convertible or refit, or

b)

do not entitle them to the drawing or purchase of other securities and are not bound by a derivative.

(3) Without prejudice to paragraph 2 (2) to (5), issuers, offerers or marketing authorisation applicants shall be entitled to draw up a prospectus within the meaning of this Act when securities are offered to the public or to trading in an organised market. be approved. Unofficial table of contents

§ 2 Definitions

For the purposes of this law,

1.

securities: transferable securities which can be traded on a market, in particular:

a)

shares and other securities, which are similar to shares or shares in corporations or other legal entities, and certificates representing shares;

b)

debt securities, in particular debt securities and certificates, other than those referred to in point (a),

c)

any other securities which entitle the acquisition or disposal of such securities or which result in a cash payment on the basis of transferable securities, currencies, interest rates or yields, goods or other indices or measures of measurement shall be determined,

with the exception of money market instruments with a maturity of less than 12 months;

2.

Dividends: shares and other securities which are comparable to shares and any other type of transferable securities which have the right to issue the first-mentioned securities in the event of the conversion of this security or the exercise of the securitised right , provided that the latter securities have been issued by the issuer of the underlying shares or by a company belonging to the issuer of the issuer;

3.

Non-equity securities: all securities that are not dividend values;

4.

the public offer of securities: a communication to the public in any form and in any way which contains sufficient information on the terms and conditions of supply and the securities to be offered in order to enable an investor to be able to , to decide on the purchase or subscription of these securities; this also applies to the placement of securities by institutions within the meaning of Section 1 (1b) of the Banking Act or a sentence 1 or § 53b para. 1 sentence 1 or § 53 (1) sentence 1 or (7) of the Banking Act, where communications on the basis of the trade do not constitute a public offer of securities in an organised or open-air market;

5.

Offer programme: a plan which would allow non-dividends of a similar type or class and warrants of any kind to be issued continuously or repeatedly during a given emission period;

6.

Qualified investors:

a)

Customers and undertakings which, subject to classification as a private customer, are professional customers or suitable counterparties within the meaning of Article 31a (2) or (4) of the Securities Trading Act, or which are subject to the provisions of Section 31a (5) sentence 1 or paragraph 7 of the Securities trading law have been classified as such on request or are still treated as professional clients in accordance with Section 31a Paragraph 6 sentence 5 of the Securities Trading Act,

b)

natural or legal persons established in accordance with provisions adopted in other Member States of the European Economic Area in order to implement the provisions of point 1 to 4 of Annex II to Directive 2004 /39/EC of the European Parliament and 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 and repealing Council Directive 93 /22/EEC 1. 1), as amended, are regarded as professional customers and have not applied for treatment as non-professional clients,

c)

natural or legal persons who, in accordance with provisions adopted in other Member States of the European Economic Area, are treated as a professional client for the purposes of implementing the provisions of Annex II to Directive 2004 /39/EC,

d)

natural or legal persons recognised as a suitable counterparty for the implementation of Article 24 of Directive 2004 /39/EC in accordance with provisions adopted in other Member States of the European Economic Area, and not a treatment as have applied for a non-professional customer; and

e)

natural or legal persons established by investment firms in accordance with provisions adopted in other Member States of the European Economic Area concerning the implementation of Article 71 (6) of Directive 2004 /39/EC as before the entry into force of the Directive Existing professional customers will continue to be treated as such;

7.

(dropped)

8.

CRR credit institutions: companies within the meaning of Section 1 (3d) sentence 1 of the Banking Act;

9.

'issuer' means any person or company which intends to issue or issue securities;

10.

A provider: a person or a company offering securities to the public;

11.

Marketing authorisation applicants: persons applying for admission to trading in an organised market;

12.

Permanent or repeated issuance of securities: the permanent or at least two issuance of securities of a similar nature or class for a period of twelve months;

13.

Country of origin:

a)

for all issuers of securities other than those referred to in point (b), the State of the European Economic Area in which the issuer has its registered office,

b)

for each issue of non-equity securities with a minimum denomination of EUR 1 000 and for each issue of non-dividends which have the right to be transferable in the event of the conversion of the security or the exercise of the right to be securitised acquire securities or receive a cash amount, provided that the issuer of the non-equity securities is not the issuer of the underlying securities or a company belonging to the entity of that issuer, depending on the choice of the issuer Issuers, the offeror or the marketing authorisation applicant of the State of the European the economic area in which the issuer is situated, or the State of the European Economic Area in which the securities are admitted to trading on an organised market or are to be admitted, or the State of the European Economic Area, the economic space in which the securities are offered to the public; this also applies to non-equity securities denominated in currencies other than euro, where the value of such minimum denominations is approximately EUR 1 000;

c)

for all third country issuers of securities other than those referred to in point (b), depending on the choice of the issuer, the offeror or the applicant, either the State of the European Economic Area in which the securities are first , or the State of the European Economic Area in which the first application for admission to trading is made in an organised market, subject to a subsequent election by the third country issuer, if the the country of origin has not been determined in accordance with its choice;

14.

Host State: the State in which a public offer is made or the admission to trading is sought, provided that such State is not the State of origin;

15.

State of the European Economic Area: the Member States of the European Union and the other States Parties to the Agreement on the European Economic Area;

16.

Organised market: a regulated market operated or managed by public authorities in another Member State of the European Union or of another State Party to the Agreement on the European Economic Area; and a supervised multilateral system which brings together the interests of a large number of persons in the purchase and sale of financial instruments admitted to trading there within the system and in accordance with established provisions in such a way or Bringing together to a contract for the purchase of these financial instruments;

17.

Bundesanstalt: the Bundesanstalt für Finanzdienstleistungsaufsicht;

18.

Key information: basic and appropriately structured information to be made available to the investor in order to enable him to take the nature and risks of the issuer, the guarantor and the securities offered to him or her; trade in an organised market should be allowed to be understood and, without prejudice to Article 5 (2b) (2), to decide which investment offers it should continue to pursue.

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§ 3 obligation to publish a prospectus and exceptions in respect of the type of offer

(1) Unless otherwise provided for in paragraphs 2 and 3 or in § 4 (1), the offeror shall not offer securities in the territory of the country in public until he has previously published a prospectus for these securities. (2) The obligation to Publication of a prospectus shall not apply to an offer of securities,

1.

which is aimed exclusively at qualified investors,

2.

which is addressed to less than 150 non-qualified investors in each State of the European Economic Area,

3.

which is aimed at investors who can purchase securities from a minimum amount of EUR 100 000 per investor,

4.

which have a minimum denomination of EUR 100 000, or

5.

provided that the selling price for all securities offered in the European Economic Area is less than EUR 100 000, this ceiling being calculated over a period of twelve months.

Any subsequent resale of securities which had previously been the subject of one or more of the offer forms referred to in the first sentence shall be regarded as a separate offer. (3) The obligation to publish a prospectus shall not apply to: subsequent offer or a subsequent final placement of securities by institutions within the meaning of Section 1 (1b) of the Banking Act or a sentence 1 or a sentence of § 53 (1) sentence 1 or § 53b (1) sentence 1 or (7) of the Banking Act Undertakings as long as the securities are subject to a valid prospectus in accordance with Section 9 and the prospectus The issuer or the persons who have claimed responsibility for the prospectus have consented in writing to the prospectus. (4) For securities which are to be admitted to trading on an organised market in Germany, the issuer must: Marketing authorisation applicants shall publish a prospectus, unless otherwise indicated in § 4 (2). Unofficial table of contents

§ 4 Exceptions to the obligation to publish a prospectus in respect of certain securities

(1) The obligation to publish a prospectus shall not apply to public offers of the following types of securities:

1.

shares issued in exchange for shares of the same class already issued, without the issue of these new shares being associated with a capital increase;

2.

securities offered on the occasion of a transfer by means of exchange offer, provided that a document is available, the information of which is equivalent to those of the prospectus;

3.

securities offered or allocated on the occasion of a merger or division, provided that a document is available, the information of which is equivalent to that of the prospectus;

4.

Dividends distributed to the shareholders in the form of shares of the same class as the shares for which such dividends are distributed, provided that a document is made available, the information on the number and nature of the shares and in which the reasons and details of the offer are set out;

5.

securities offered to current or former members of business management bodies or employees by their employer or any other company affiliated with it within the meaning of Section 15 of the German Stock Corporation Act, provided that: a document which provides information on the number and nature of the securities and which sets out the reasons for and details of the offer; and

a)

the issuer has its head office or head office in a State of the European Economic Area,

b)

securities of the issuer have already been admitted to an organised market or

c)

securities of the issuer are already admitted to the market of a third country, the European Commission has issued a decision on equivalence for that market and sufficient information, including the said document, has been issued in the of a language customary in the international financial world.

(2) The obligation to publish a prospectus shall not apply to the admission of the following types of securities to trading in an organised market:

1.

shares representing less than 10 per cent of the number of shares of the same class already admitted to trading on the same organised market over a period of twelve months;

2.

shares issued in exchange for shares of the same class which have already been admitted to trading on the same organized market, without the issue of these new shares being linked to a capital increase;

3.

securities offered on the occasion of a transfer by means of exchange offer, provided that a document is available, the information of which is equivalent to those of the prospectus;

4.

securities offered or allocated on the occasion of a merger or division, provided that a document is available, the information of which is equivalent to that of the prospectus;

5.

shares to be offered or to be allocated to holders in the same organized market for trading of eligible shares of the same class or to be allocated to the holders in the same organised market, and dividends in the form of Shares of the same class as the shares for which such dividends are distributed, provided that a document is made available containing information on the number and nature of the shares and in which the reasons and details of the shares shall be made available to the The offer shall be presented;

6.

securities offered or allocated to current or former members of management bodies or employees by their employer or by an affiliated undertaking within the meaning of Section 15 of the German Stock Corporation Act (AktG) provided that they are securities of the same class as the securities already admitted to trading on the same organised market and a document providing information on the number and the number of securities issued in the same category. the type of transferable securities and in which the reasons and details of the offer shall be presented;

7.

shares issued after the exercise of exchange or subscription rights from other securities, provided that they are shares of the same class as the shares already admitted to trading on the same organised market;

8.

securities already admitted to trading on another organised market, provided that they fulfil the following conditions:

a)

the securities or securities of the same class have already been admitted to trading on the other organised market for more than 18 months;

b)

for the securities, provided that they were listed for the first time after 30 June 1983 and up to and including 31 December 2003, a prospectus was approved in accordance with the provisions of the Stock Exchange Act or the provisions of other Member States of the European Union an economic area which, in accordance with Council Directive 80 /390/EEC of 17 March 1980 on the coordination of the conditions for the production, control and distribution of the prospectus for the admission of securities to official listing of a stock exchange (OJ L 327, 31.12.2002, EC No 1), as amended, or in accordance with Directive 2001 /34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing and on the terms and conditions of such securities, Information to be published (OJ C 327, 22.4. EC No 1), as amended; whereas, after 31 December 2003, the securities have been admitted to trading on an organised market for the first time; whereas the admission to trading in the other organised market must be subject to the following conditions: the approval of a prospectus published in a manner referred to in Article 14 (2),

c)

the issuer of the securities has the provisions adopted pursuant to the directives of the European Community concerning admission to trading in the other organised market and the information requirements in connection with this ,

d)

the marketing authorisation applicant shall draw up a summary document in German,

e)

the summary document referred to in point (d) shall be published in a manner and in accordance with Article 14; and

f)

the content of this summary document corresponds to the key information in accordance with § 5 paragraph 2a. This document shall also indicate where the latest prospectus and financial information, which are disclosed by the issuer in accordance with the publicity rules applicable to it, are available.

(3) The Federal Ministry of Finance, in agreement with the Federal Ministry of Justice, may determine, by means of a regulation which does not require the approval of the Federal Council, the conditions laid down in paragraph 1 (2) and (3) as well as the conditions laid down in paragraph 1 (2) and ( In order to be equivalent within the meaning of paragraph 1 (2) or (3) or in the meaning of paragraph 2 (3) or (4), the documents referred to in paragraph 2 (3) and (4) must be fulfilled in detail. This may also be done in such a way as to refer to provisions of German law or of the law of other States of the European Economic Area, where equivalence is given. The Federal Ministry of Finance can transfer the authorization to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) by means of a regulation.

Section 2
Preparation of the prospectus

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§ 5 Prospectus

(1) Without prejudice to Article 8 (2) of the prospectus, the prospectus must contain in an easily analysable and comprehensible form all information relating to the issuer and the publicly offered or to the trading in an organised market shall be necessary to give the public an appropriate judgment on the assets and liabilities, the financial position, the profits and losses, the future prospects of the issuer and of each guarantor, and on the to enable these securities to be rights. In particular, the prospectus shall contain information on the issuer and on the securities which are to be offered to the public or admitted to trading in an organised market. The prospectus shall be drawn up in a form which shall facilitate its understanding and evaluation. (2) The prospectus shall, subject to the fifth sentence, contain a summary containing the key information referred to in paragraph 2a and the warnings referred to in paragraph 2. (2b). The summary shall be drawn up in the same language as the original prospectus. The form and content of the summary shall be appropriate, in conjunction with the other information contained in the prospectus, to assist investors in considering whether they should invest in the securities in question. The summary shall be drawn up in accordance with the uniform format laid down by the Commission Delegated Regulation (EU) No 486/2012 of 30 March 2012 amending Regulation (EC) No 809/2004 as regards the presentation and content of the prospectus, the Basic prospectus, the summary and the final terms and conditions and with respect to the disclosure requirements (OJ L 327, 30.4.2004, p. OJ L 150, 9.6.2012, p. 1). Where the prospectus concerns the admission of non-equity securities with a minimum denomination of EUR 100 000 in an organised market, a summary shall not be drawn up. (2a) The key information required shall be short and shall include: Generally understandable language, taking into account the respective offer and the respective securities:

1.

a brief description of the risks and essential characteristics applicable to the issuer and any guarantor, including the assets, liabilities and financial position of the issuer and any guarantor,

2.

a brief description of the risks inherent in the investment in the securities in question and of the essential characteristics of the asset, including the rights attaching to the securities,

3.

the general terms and conditions of the offer, including an estimate of the costs charged to the investor by the issuer or the offeror,

4.

Details of admission to trading and

5.

Reasons for the offer and the use of the proceeds.

(2b) The warnings required shall include the indications that:

1.

the summary should be understood as an introduction to the prospectus,

2.

the investor should base any decision on the investment in the securities in question for the examination of the entire prospectus,

3.

where, before a court of law, claims are made on the basis of the information contained in a prospectus, the investor acting as a plaintiff in application of the national laws of the Member States of the European Union the economic area could have to bear the costs of translation of the prospectus before the start of the process; and

4.

may be held liable to those persons who have claimed responsibility for the summary, including any translations thereof, or from which the decree is based, but only in the event that the summary is is misleading, inaccurate or contradictory if it is read together with the other parts of the prospectus, or if it is read together with the other parts of the prospectus, not all the key information required mediated.

(3) The prospectus shall be provided with the date of its creation and shall be signed by the provider. If securities are to be admitted to trading on an organized market on the basis of the prospectus, the prospectus must be signed by the approval applicant. (4) The prospectus must have names and functions, in legal persons or companies indicate the company and the registered office of the persons or companies responsible for their content; it must contain a declaration of these persons or companies that their knowledge is correct and not essential; Circumstances are omitted. In the case referred to in the second sentence of paragraph 3, the credit institution, the financial services institution, or the first sentence of Article 53 (1) or the first sentence of Article 53b (1) of the Banking Act, shall also always have undertakings with which the issuer, together with the admission of the securities, shall be entitled to: request that the responsibility be taken over and that the prospectus contain the statement of the prospectus in accordance with the first sentence. Unofficial table of contents

§ 6 Base Prospectus

(1) For the following types of securities, the provider or the marketing authorisation applicant may draw up a basic prospectus which shall provide all the information necessary to the issuer and to the public or to trade in any one of the following in accordance with § § 5 and 7 of this article. organized market, but not the final terms and conditions of the offer:

1.

non-dividends and warrants of any kind issued under an offer programme;

2.

non-equity securities issued in a continuous or repeated manner by CRR credit institutions,

a)

provided that the securities are covered by assets entered in a cover register which provide sufficient cover for the liabilities arising from the securities concerned up to the maturity date; and

b)

provided that the property referred to in (a) is, in the case of the CRR credit institution's insolvency, without prejudice to the provisions of Directive 2001 /24/EC of the European Parliament and of the Council of 4 April 2001 on the reorganisation and winding up of Credit institutions (OJ L 327, EC No 15) are intended to give priority to the repayment of the capital and the accrued interest.

(2) The information provided in the base prospectus shall, if necessary, be provided by updated information on the issuer and on the securities which are to be offered to the public or admitted to trading in an organised market, in accordance with § 16 of the (3) If the final terms and conditions of the offer are not included in the base prospectus or in a supplement according to § 16, the provider or the marketing authorisation applicant shall have it no later than the day of the public offer referred to in § 14 Type and manner. In addition, the provider or applicant has to deposit the final terms and conditions of the offer at the Federal Institute at the latest on the date of publication, and shall forward it to the competent authority of the host country or states. The final offer conditions can also be deposited electronically via the reporting and publication system of the Federal Institute, rather than in paper form. If a publication, filing or transmission cannot be carried out on time for practical reasons, it shall immediately be required to do so. The first sentence of Article 8 (1) and the second sentence of paragraph 1 shall apply accordingly in the cases referred to in the first sentence. The final terms of the offer do not need to be signed. Unofficial table of contents

§ 7 Minimum information

The minimum particulars to be included in a prospectus shall be determined in accordance with Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003 /71/EC of the European Parliament and of the Council on the implementation of Directive 2003 /71/EC of the European Parliament and of the Council of the European Parliament and of the Council of 29 April 2004 on the Information on prospectuses and the format, the inclusion of information by reference and the publication of such prospectuses and the distribution of advertising (OJ C 327, 30.4.2004, p. EU No L 149 p. 1, n. 3), as amended. Unofficial table of contents

Section 8 Non-inclusion of information

(1) In the event that the issue price of the securities (emission price) and the total number of securities offered to the public (emission volume) cannot be mentioned in the prospectus, the prospectus shall specify the criteria or conditions, on the basis of which the values are determined. By way of derogation, the prospectus may also indicate the maximum price in relation to the issue price. If the prospectus does not contain the criteria or conditions required in accordance with the first sentence or the second sentence, the acquirer shall have the right to make his declaration of intent to conclude the contract within two working days after the date of deposit of the final date of the contract. Emission price and volume of emissions to be withdrawn. The revocation does not have to contain any justification and is to be explained in text form with respect to the person referred to in the prospectus as the recipient of the withdrawal; the timely dispatch is sufficient for the maintenance of the time limit. § 357a of the Civil Code is to be applied in accordance with the legal consequences of the withdrawal. The supplier or the approval applicant must publish the final emission price and the emission volume immediately after it has been established in a manner that is permissible in accordance with § 14 (2). If no public offer is made, the final emission price and the emission volume shall be published no later than one working day prior to the introduction of the securities. If non-equity securities are introduced without any public offering, the publication may be retrospected in accordance with the sixth sentence if the non-equity securities are issued for a longer period and at variable prices. . In addition, the final emission price and the emission volume shall always be deposited on the date of publication at the Federal Institute. The prospectus must contain information on the right of withdrawal in the cases of the sentence 3 at the highlighted place. (2) The Bundesanstalt may allow certain information provided under this Act or Regulation (EC) No 809/2004 must not be included if:

1.

The dissemination of such information shall be contrary to the public interest;

2.

the disclosure of such information is likely to cause significant damage to the issuer, provided that the non-publication does not provide the public with a sound assessment of the issuer, the offeror, the guarantor and the securities to which the issuer is Prospectus refers to essential facts and circumstances deceives, or

3.

the information for the specific offer or for the specific admission to trading in an organised market is of secondary importance and unsuitable, the assessment of the financial situation and the development prospects of the issuer, the supplier or guarantor.

(3) Where certain information to be included in the prospectus pursuant to Regulation (EC) No 809/2004 is, exceptionally, not appropriate in the field of activity or legal form of the issuer or the securities to which the prospectus relates, shall without prejudice to adequate information from the public, the prospectus shall contain information equivalent to the information required. (4) A State of the European Economic Area shall be guaranteed a security for a security, the prospectus shall: do not contain any information about this guarantor. Unofficial table of contents

§ 9 Validity of the prospectus, the base prospectus and the registration form

(1) A prospectus shall be valid after its approval for twelve months for public offers or authorisations for trading in an organized market, provided that it is supplemented by the supplements required under section 16. (2) In the case of an offer programme the basic prospectus shall be valid for twelve months after its approval. (3) In the case of non-equity securities within the meaning of § 6 (1) no. 2, the prospectus shall be valid until none of the securities concerned is issued more permanently or repeatedly. (4) A previously approved and filed registration form within the meaning of section 12 (1) sentence 2 and 3 valid for up to twelve months after its approval. A registration form, which has been updated in accordance with Section 12 (3) or § 16, shall be considered as a valid prospectus together with the securities description and the summary. (5) (omitted) Unofficial table of contents

§ 10 (omitted)

- Unofficial table of contents

Section 11 Information in the form of a reference

(1) The prospectus may contain information in the form of a reference to one or more documents published before or at the same time as published or made available to the public,

1.

that have been approved by the Federal Institute or deposited with it under this Act, or

2.

the publication of the Bundesanstalt pursuant to § 2b (1), § 15 (5), § 15a (4), § 26 (2), § 26a, 29a (2), § 30e (1), § 30f (2) of the German Securities Trading Act (Wertpapierhandelsgesetz), also in connection with the securities trade show). and Insider-Regulation, or

3.

the public provision of the Bundesanstalt pursuant to articles 37v (1), 37w (1), 37x (1), 37y or 37z of the German Securities Trading Act (Securities Trading Act), also in conjunction with the Securities Trading Act and Insider Regulations (InsiderDirverordnung), has been communicated.

The prospectus may also contain information in the form of a reference to one or more previously or simultaneously published documents issued in accordance with the documents issued in other countries of the European Economic Area for the implementation of Directive 2003 /71/EC of the European Parliament and of the Council of European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001 /34/EC (OJ L 197, 21.7.2001, p. 64), as amended, or for the implementation of 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. 38), as amended, have been approved by the competent authority or deposited with the competent authority. It must be the most up-to-date information available to the issuer. The summary may not contain any information in the form of a reference. (2) If information is included in the form of a reference, the prospectus shall contain a list indicating the places at which information is placed in the prospectus by way of a reference in order to determine what information it is and where the information relating to the reference is made public. Unofficial table of contents

§ 12 Prospectus from one or more individual documents

(1) The prospectus may be drawn up as a single document or in several individual documents. Where a prospectus consists of a number of individual documents, the required information shall be divided into a registration form, a securities description and a summary. The registration form must contain the information about the issuer. The securities description shall contain information on the securities which are to be offered to the public or admitted to trading in an organised market. The summary shall apply to § 5 (2) to (2) (2) An issuer whose registration form has already been approved by the Bundesanstalt shall be obliged to draw up the securities description and the summary if the securities are (3) In the case referred to in paragraph 2, the description of the securities must contain the information which must be included in the registration form if it has been approved since the date of approval of the Last updated registration form for significant changes or new Developments that could have an impact on the audience's assessment. Sentence 1 shall not apply if the registration form has already been updated in accordance with § 16 because of these new circumstances. The description of the securities and the summary are approved separately by the Bundesanstalt. (4) If an issuer has deposited only an unapproved registration form, all documents must be approved by the Federal Agency.

Section 3
Approval and publication of the prospectus

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Section 13 Approval of the prospectus

(1) A prospectus shall not be published before its endorsement. The Federal Institute shall decide on the approval after completion of a completeness check of the prospectus, including an examination of the consistency and comprehensibility of the information provided. (2) The Federal Institute shall inform the provider or the In the event of approval, the approval applicant shall, within ten working days of receipt of the prospectus, inform the European Securities and Markets Authority and, at the same time, send a copy of the Prospectus. The period shall be 20 working days if the public offer relates to securities issued by an issuer whose securities are not yet admitted to trading in an organised market situated in a Member State of the European Economic Area and the securities of which are not admitted to trading in a Member State. (3) If the Bundesanstalt has any evidence that the prospectus is incomplete or if supplementary information is required, the time limits referred to in paragraph 2 shall not apply until the date on which the prospectus has been completed. This information is received. The Federal Institute shall inform the offeror or the marketing authorisation applicant within ten working days from the date of receipt of the prospectus. (4) The Federal Institute shall make the approved prospectuses on its website for twelve months each. (5) The prospectus to be approved, including the translation of the abstract, shall be published by the Federal Institute both in paper form and electronically via the Reporting and Publication System of the Federal Institute or on a data medium. , Unofficial table of contents

§ 14 Deposit and publication of the prospectus

(1) Upon approval, the offeror or marketing authorisation applicant shall deposit the prospectus with the Federal Office and publish immediately, no later than one working day before the start of the public offer, in accordance with paragraph 2. Where the securities are admitted to trading on an organised market without a public offer, the first sentence must be applied in accordance with the proviso that, for the date of the latest publication, instead of the beginning of the public Offer the introduction of the securities is decisive. If, prior to the introduction of the securities, a trading of subscription rights takes place in the organised market, the prospectus shall be published at least one working day before the start of such trading. In the case of a first public offer of a class of shares for which the issuer has not yet received an admission to trading in an organised market, the period between the date of publication of the prospectus in accordance with the first sentence and (2) The prospectus must be published at least six working days.

1.

in one or more economic or daily newspapers which are widely used in the Member States of the European Economic Area in which the public offer is submitted or for which admission to trade is sought,

2.

by providing the prospectus in printed form for free to the public

a)

in the case of the competent bodies of the organised market in which the securities are to be admitted to trading,

b)

for issuers,

c)

in the case of the institutions within the meaning of Article 1 (1b) of the Banking Act or the undertakings operating or selling the securities in accordance with Section 53 (1) sentence 1 or Section 53b (1) sentence 1 of the Banking Act, or

d)

in the case of paying agencies,

3.

on the website

a)

of the issuer;

b)

the institutions within the meaning of Article 1 (1b) of the Banking Act or the entities operating or selling the securities in accordance with Section 53 (1) sentence 1 or Section 53b (1) sentence 1 of the Banking Act, or

c)

the paying agencies, or

4.

on the website of the organised market for which admission to trading has been requested.

Where the prospectus is published in accordance with point 1 or in point 2, it shall be published in addition to point 3. The provision referred to in points 2, 3 and 4 shall last at least until the final conclusion of the public offer or, if later, until such time as it is introduced into the trade in an organised market. (3) The supplier or the supplier shall The Federal Agency must immediately inform the Federal Office of the date and place of publication of the prospectus in writing. (4) If the prospectus is drawn up in several individual documents, or if it contains information in the form of a reference, the Documents and particulars forming a prospectus separately in one of the types referred to in paragraph 2 and the way they are published. Each individual document shall indicate where the other individual documents which form the full prospectus together with the other individual documents are available. (5) If the prospectus is published on the Internet, the investor shall be required to: Admission applicants or the institutions within the meaning of Section 1 (1b) of the Banking Act or the companies operating or selling the securities in accordance with Section 53 (1) Sentence 1 or Section 53b (1) sentence 1 of the Banking Act, to Require a paper version to be made available free of charge. (6) The filed prospectus will be provided by the Federal institution kept for ten years. The retention period shall begin with the end of the calendar year in which the prospectus has been deposited. Unofficial table of contents

§ 15 Advertising

(1) Any type of advertising relating to a public offer of securities or to an admission to trading in an organised market shall be carried out in accordance with paragraphs 2 to 5. Paragraphs 2 to 4 shall apply only if the public offer of securities or the admission of securities to trading in an organised market is subject to prospectus. (2) In all advertisements, it should be noted that a prospectus has been published or is available for publication and where investors can obtain it. (3) Advertising advertisements must be clearly identifiable as such. The information contained therein may not be incorrect or misleading. In addition, the information may not be in contradiction with the information contained in the prospectus or which must be included in the prospectus if it is published only at a later date. (4) All about the public offer or admission to trading on an organised market, even if they are not intended for advertising purposes, must be in accordance with the information contained in the prospectus. (5) If there is no prospectus requirement under this Act, the information shall be Providers of essential information about the issuer, or about the issuer itself, align qualified investors or special investor groups, including information communicated in the course of events relating to offers of securities, to all qualified investors or to all special investor groups, to: that the offer is intended exclusively to communicate. Where a prospectus has to be published, such information shall be included in the prospectus or in a supplement to the prospectus in accordance with Section 16 (1). (6) If the Bundesanstalt has evidence of a breach of the provisions of paragraphs 2 to 5, it may order it, that the advertising shall be suspended for a maximum of ten consecutive days. The Bundesanstalt may prohibit advertising with disclosures which are likely to mislead the extent of the examination in accordance with § 13 or § 16. The general measures referred to in the second sentence are to be heard by the leading associations of the economic groups concerned and of consumer protection. Unofficial table of contents

§ 16 Supplement to the prospectus; right of revocation of the investor

(1) Any important new circumstance or any significant inaccuracy in relation to the information contained in the prospectus which could influence the assessment of the securities and which, after the approval of the prospectus and before the final conclusion of the Public offer or, if it occurs later, the introduction into the trade in an organised market, or where it is established, must be referred to in a supplement to the prospectus. The issuer, provider or marketing authorisation applicant must submit the supplement to the Federal Office. The supplement shall be approved within a maximum of seven working days after receipt at the Federal Institute in accordance with § 13. Section 13 (2), first sentence, first half sentence 2 shall apply accordingly. After approval, the provider or marketing authorisation applicant must immediately publish the supplement in the same manner as the original prospectus in accordance with § 14. (2) The summary and any translations thereof shall be the subject of the following: (3) Subject to the supplement to a prospectus for a public offer of securities, investors who, prior to the publication of the supplement, have one on the acquisition or subscription of the securities , the right to do so within a time limit of two if the new circumstance or the inaccuracy referred to in paragraph 1 before the final conclusion of the public offer and before the delivery of the securities has occurred, revocation of the contract after the date of publication of the supplement. The withdrawal period may be extended by the issuer, the offeror or the marketing authorisation applicant. The supplement must contain a reference to the right of withdrawal in accordance with the first sentence; the withdrawal period must be indicated. Section 8 (1) sentences 4 and 5 shall apply in accordance with the proviso that the person referred to in the prospectus as the recipient of the revocation shall replace the person referred to in the supplement as the recipient of the revocation.

Section 4
Cross-border offers and admission to trading

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Section 17 Cross-border validity of prospectuses

(1) If a security is to be offered to the public or admitted to trading in an organised market in one or more other countries of the European Economic Area, without prejudice to Article 29 of the Bundesanstalt approved prospectus, including any supplements, in any number of host countries without any additional approval procedure for a public offer or for admission to trading, provided that the European Securities and Markets Authority ( Market surveillance authority and the competent authority of each host country according to § 18 (2) If important new circumstances or major inaccuracies have occurred within the meaning of § 16 since the approval of the prospectus, the Federal Institute has to submit a supplement to the supplier or the marketing authorisation applicant for the purpose of: Prospectus to be required for approval and publication thereof. If the Bundesanstalt has any evidence that a supplement is to be published in accordance with § 16, it may transmit it to the competent authority of the State of origin according to § 28. (3) A competent authority of another State of the European Union A prospectus approved by the Federal Republic of Germany without any additional approval procedure for a public offer or for admission to the trade is valid in the Federal Republic of Germany, provided that the Federal Institute for Economic Affairs is in accordance with the § § § 18 corresponding provisions of the Member State of origin shall be notified and the Language of the prospectus meets the requirements of section 19 (4) and (5). Unofficial table of contents

Section 18 Certification of approval

(1) The Bundesanstalt shall send a certificate to the competent authorities of the host Member States and, at the same time, to the European Securities and Markets Authority, at the request of the supplier or the applicant for the authorisation of the marketing authorisation, within three working days. on the approval of the prospectus stating that the prospectus has been drawn up in accordance with this Act and a copy of that prospectus. If the application is submitted for approval, together with the submission of the prospectus, the period referred to in the first sentence shall be one working day following the approval of the prospectus. The supplier or the marketing authorisation applicant shall attach to the application the translations of the summary in accordance with the language arrangements applicable to the prospectus of the host Member State concerned. The supplier or the marketing authorisation holder shall be sent the certificate at the same time as the competent authorities of the host Member States. (2) Paragraph 1 shall apply accordingly to approved supplements to the prospectus. (3) In the event of a contending in accordance with Article 8 (2) or (3), the provisions on which it is based are to be mentioned in the certificate and to justify its application. (4) The Bundesanstalt, acting as the competent authority of the host State, shall obtain certificates of approval for the Prospectuses and prospectuses pursuant to the provisions of the first sentence of paragraph 1 of this Article Country of origin, it shall publish on its website a list of the certificates transmitted, including, where appropriate, an electronic link to the prospectuses and prospectuses on the website of the competent authorities. the issuing authority of the country of origin, the issuer or the organised market. The Federal Institute shall keep the list according to sentence 1 up to date and shall ensure that each entry is accessible for at least 12 months.

Section 5
Language arrangements and issuers with registered offices in third countries

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Section 19 Language arrangements

(1) Where securities for which the country of origin of the issuer is the Federal Republic of Germany is offered to the public in public or is applied for admission to trading on an organised market in Germany and not also in another State or a number of other countries in the European Economic Area, the prospectus shall be drawn up in German. The Federal Institute may authorise the preparation of a prospectus in a language customary in international financial circles, provided that the prospectus also contains a translation of the summary into the German language and in individual cases under (2) In the case of securities for which the country of origin of the issuer is the Federal Republic of Germany, securities shall not be offered to the public in the country and shall be subject to the following conditions: does not apply for admission to an organised market in Germany, but only in another State or in several other States of the European Economic Area, the supplier or the applicant may, after having been elected by the competent authority of the host Member State or the competent authorities, make the prospectus at his choice of the host Member States or in a language commonly used in international financial circles. In the cases of the first sentence, the prospectus shall also be drawn up in a language recognised by the Federal Institute or customary in international financial circles, provided that such language has not already been chosen in accordance with the first sentence of the first sentence. (3) Where securities for which the country of origin of the issuer is the Federal Republic of Germany is offered to the public in public or is applied for in an organised market domestiy, the securities are also applied in another State or several other countries of the European Economic Area publicly available or if the admission to trading is requested there, the prospectus shall be drawn up in German or in a language customary in international financial circles. If the prospectus is not drawn up in German, it must also include a translation of the summary into the German language. (4) If securities for which the country of origin of the issuer is not the Federal Republic of Germany will be included in the The prospectus may be published in a language recognised by the Federal Institute or in a language customary in international financial circles, or if it is requested to be admitted to trading on an organised market in Germany. will be created. If the prospectus is not produced in German, it must also include a translation of the summary into the German language. (5) If the admission of non-equity securities with a minimum denomination of 100 000 euros is to be admitted to trading on a in a Member State or in a number of States of the European Economic Area, the prospectus may be placed in one of the Bundesanstalt and the competent authority of the host Member State or the competent authorities of the host Member States. recognised language or a common language in international financial circles Language is created. Unofficial table of contents

Section 20 Third country issuers

(1) The Bundesanstalt may submit a prospectus drawn up by an issuer in accordance with the laws of a State other than the State of the European Economic Area which apply to it, for a public offer or for the authorisation of the prospectus. to trade in an organised market, if:

1.

this prospectus has been drawn up in accordance with international standards established by international organisations of securities regulatory authorities, including the disclosure standards of the International Organisation of Securities Commissions (IOSCO) and

2.

the information requirements, including in relation to financial information, are equivalent to the requirements of this Act.

(2) § § 17, 18 and 19 are to be applied accordingly. (3) The Federal Ministry of Finance, in agreement with the Federal Ministry of Justice, can determine under which legal regulation, which does not require the approval of the Bundesrat, the Federal Ministry of Finance Requirements shall be equivalent to the information requirements referred to in paragraph 1 (2). This may also be done in such a way as to describe rules in which equivalence is given. The Federal Ministry of Finance can transfer the authorization to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) by means of a regulation.

Section 6
Prospectus liability

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§ 21 Liability in the event of a defective listing prospectus

(1) The acquirer of securities admitted to trading on the basis of a prospectus in which the information essential to the valuation of the securities is incorrect or incomplete, may:

1.

by those who have claimed responsibility for the prospectus, and

2.

by those of whom the prospectus is issued,

as the total debtors, the transfer of the securities against the refund of the purchase price, in so far as it does not exceed the first issue price of the securities, and the usual costs associated with the acquisition, provided that the acquisition is after the publication of the prospectus and within six months of the first introduction of the securities, the prospectus has been completed. If no issue price is fixed, the first exchange price fixed or formed after the introduction of the securities shall be deemed to be the first price, in the case of simultaneous determination or formation on several domestic exchanges, the highest initial exchange price. The acquisition of securities of the same issuer, which cannot be distinguished from the securities referred to in the first sentence, in accordance with equipment characteristics or in any other way, shall be subject to the provisions of sentences 1 and 2. (2) no longer the holder of the securities, he may make payment of the difference between the purchase price, in so far as it does not exceed the first issue price, and the selling price of the securities, and the sale and disposal of the securities the usual costs associated with it. (3) If securities issued by an issuer with a registered office abroad are also admitted to trading abroad, a claim in accordance with paragraph 1 or 2 shall be made only if the securities have been concluded on the basis of a domestic market. (4) A prospectus shall be presented in writing, on the basis of which the issuer has published an obligation to publish a prospectus. Prospectus has been liberated. Unofficial table of contents

§ 22 Liability in the case of other defective prospectus

Where, in a prospectus published in accordance with Article 3 (1), first sentence, which is not the basis for the admission of securities to trading on a domestic exchange, essential information for the assessment of the securities is incorrect or incomplete; § 21, subject to the proviso that:

1.

in the case of the application of the first sentence of Article 21 (1) for the measurement of the six-month period instead of the introduction of the securities, the date of the first public offer in Germany shall be decisive; and

2.

Article 21 (3) shall apply to those issuers who have their registered office abroad and whose securities are also offered to the public in a foreign country.

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§ 23 Disclaimer

(1) In accordance with § § 21 or 22, it is not possible to claim who proves that he has not known the inaccuracy or incompleteness of the information contained in the prospectus and that the ignorance is not based on gross negligence. (2) A claim in accordance with § § 21 or 22 shall not exist, provided that:

1.

the securities have not been acquired on the basis of the prospectus,

2.

the facts on which incorrect or incomplete information contained in the prospectus are contained has not contributed to a reduction in the price of the securities,

3.

the acquirer knew the inaccuracy or incompleteness of the information contained in the prospectus in the acquisition,

4.

before the completion of the acquisition of the business in the context of the annual financial statements or interim report of the issuer, a publication in accordance with Section 15 of the Securities Trading Act or a comparable notice, a clearly designed correction of the Incorrect or incomplete information has been published domestily or

5.

it is obtained solely on the basis of information in the summary or a translation, unless the summary is misleading, inaccurate or contradictory if it is read together with the other parts of the prospectus, or if it is read together with the other parts of the prospectus, it does not contain all the key information required in accordance with Article 5 (2) sentence 1 in conjunction with paragraph 2a.

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§ 24 Liability in the case of a missing prospectus

(1) If a prospectus has not been published in accordance with the first sentence of Article 3 (1), the transferee of securities may, as a total debtor and the offeror, the transferee and the offeror, be entitled to take over the securities against reimbursement of the purchase price, to the extent that: do not exceed the initial purchase price, and demand the usual costs associated with the acquisition, provided that the acquisition is carried out before the publication of a prospectus and within six months of the first public offer in the country has been completed. The acquisition of securities of the same issuer which cannot be distinguished from the securities referred to in the first sentence in accordance with the characteristics of the securities or in any other way is to be applied in accordance with the provisions of the first sentence (2). Holders of the securities may require payment of the difference between the purchase price and the selling price of the securities, as well as the usual costs associated with the acquisition and sale. The first sentence of paragraph 1 shall apply. (3) If securities issued by an issuer having its head office abroad are also offered to the public, a claim under paragraph 1 or paragraph 2 shall be made only if the securities have been concluded on the basis of a domestic (4) The claim under paragraphs 1 to 3 does not exist, provided that the acquirer knew the obligation to publish a prospectus at the time of the acquisition. Unofficial table of contents

§ 25 Uneffective limitation of liability; other claims

(1) An agreement that discounted or enacted claims pursuant to § § 21, 23 or 24 in advance shall be ineffective. (2) Further claims which are based on the provisions of the Civil Law on the basis of contracts or unauthorised acts shall remain unaffected.

Section 7
Competent authority and procedures

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Section 26 Powers of the Bundesanstalt

(1) If a prospectus has been submitted to the Bundesanstalt for approval, it may require the provider or the approval applicant for the inclusion of additional information in the prospectus if this appears to be necessary for the protection of the public. (2) The The Federal Institute may request information from the issuer, offeror or marketing authorisation applicant, the submission of documents and the release of copies, to the extent that this is necessary to monitor compliance with the provisions of this law. The power referred to in the first sentence shall also apply:

1.

a company affiliated with the issuer, the offeror or the marketing authorisation applicant;

2.

the person who, in the case of the facts, justifies the assumption that he is a provider within the meaning of that law.

In the case of the second sentence of sentence 2, information, the presentation of documents and the transfer of copies may only be required in so far as they are necessary for the examination of whether it is a service provider within the meaning of this Act. (2a) The issuer, the offeror or the marketing authorisation applicant shall not be entitled to an immediately enforceable request in accordance with paragraph 2 within a reasonable period of time, or shall not be unauthorised or incomplete in spite of a renewed request within a reasonable period of time. , the Federal Institute may publish this circumstance on its website where there is evidence that no prospectus has been published contrary to § 3 of this Act or that a prospectus is published in breach of § 13 of this Act, or the prospectus or the registration form no longer according to § 9 this law is valid. The request for information and advance referred to in paragraph 2 shall be referred to the power referred to in the first sentence. The notice may contain only those personal data which are necessary for the identification of the provider or issuer. In the case of non-convicted measures, the following note shall be added: 'This measure is not yet final.' Where an appeal has been lodged against the measure, the status and outcome of the appeal procedure shall be made known. The notice shall be deleted after five years at the latest. (2b) The Federal Agency shall, if the contract notice is published by the financial markets of the Federal Republic of Germany or of one or more States of the Federal Republic of Germany, shall be notified in accordance with paragraph 2a. The European Economic Area would be a major threat. The Bundesanstalt may also disregard a notice if a contract notice can have an adverse effect on the conduct of criminal, orderly or disciplinary investigations. (3) The Bundesanstalt may be held by the auditors and members of supervisory or business management bodies of the issuer, the offeror or the approval applicant as well as those with the placement of the public offer or the admission to trading commissioned institutions within the meaning of Section 1 (1b) of the Banking Act, or in accordance with Article 53 (1), first sentence or Article 53b (1) sentence 1 of the Banking Act, require the submission of documents and the release of copies, to the extent that this is necessary for the purpose of monitoring compliance with the provisions of this Act (4) The Bundesanstalt has to prohibit a public offer if no prospectus has been published contrary to § 3, in contrast to § 13 a prospectus is published, the prospectus or the registration form no longer according to § 9 , the approval of the prospectus is not valid by means of a certificate within the meaning of Section 18 (1) , or the prospectus is not sufficient to comply with the language rules laid down in Section 19. Where the Bundesanstalt has evidence that one or more of the provisions referred to in sentence 1 has been infringed, it may in each case arrange for a public offer to be suspended for a maximum of 10 days. The time limit set in accordance with the second sentence begins with the announcement of the decision. (5) The Bundesanstalt may transmit data including personal data to the management of the Exchange and the Admissions Office if facts are suspected. (6) The reasons for the breach of the provisions of this Act and the need for the data to fulfil the tasks of the Management Board of the Exchange or the Admissions Office. (6) The information provided for the purpose of issuing a request for information A person may refuse to reply to any such questions, the answer to which shall be: It would expose itself or any of the members of the Civil Procedure Code in § 383 (1) (1) to (3) of the Code of Civil Procedure to be subject to criminal prosecution or to proceedings under the Law on Administrative Offences. The Federal Institute may use personal data only for the performance of its supervisory tasks and for the purposes of cooperation in accordance with § 28. (8) the Bundesanstalt, in the case of a prospectus, on the basis of which securities are to be admitted to trading in an organised market, discloses circumstances on the basis of which there are reasonable grounds for evidence of the substantive inaccuracy of the content, or there are substantial incompleteness of the content of the prospectus, which shall be The subdivision of the public shall be subject to the powers of paragraph 2. In the cases of the first sentence, the Bundesanstalt may require the provider to suspend the public offer until the facts have been clarified. If the content inaccuracy or incompleteness of the content of the prospectus is fixed, the Federal Institute may revoke the approval and prohibit the public offer. The Federal Agency may submit data collected in accordance with the first sentence and decisions taken in accordance with records 2 and 3 of the management of the stock exchange and domestic as well as foreign approval bodies, in so far as this information is intended to fulfil their tasks. are required. Unofficial table of contents

§ 27 Obligation to comply with the 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 obligates or a third party, in particular business and business secrets, as well as personal data, does not disclose or exploit unauthorised persons, even if they are no longer in service or their activity is 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. In particular, any unauthorised disclosure or use referred to in the first sentence shall not apply where 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, investment companies, financial undertakings or insurance undertakings as well as persons responsible for such undertakings,

3.

the European Securities and Markets Authority, the European Insurance and Occupational Pensions Authority, the European Banking Authority, the Joint Committee of the European Communities, financial 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 and 2 of the third sentence and persons appointed by those bodies shall be subject to the obligation of confidentiality in accordance with the first sentence. Where a body referred to in the first or second sentence of the third sentence is situated in another State, the facts may be disclosed only if the persons employed by that body and the persons appointed by that body, one of the first sentence, (2) § § 93, 97 and 105 (1), Section 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, insofar as they are 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. . Unofficial table of contents

Section 28 Cooperation with competent bodies in other countries of the European Economic Area

(1) The Bundesanstalt is responsible for cooperation with the authorities of the European Union and the other countries of the European Union responsible for the supervision of public tenders or the admission of securities to an organised market. Economic area. Within the framework of its cooperation for the purpose of monitoring compliance with the provisions of this Act and the corresponding provisions of the States referred to in the first sentence, the Bundesanstalt may use all its powers under the law. where appropriate and necessary to comply with a request from the bodies referred to in the first sentence. (2) At the request of the competent authorities referred to in the first sentence of paragraph 1, the Bundesanstalt may carry out investigations and provide information , where this is necessary for the supervision of organised markets and Issuers, offerers or registration applicants or their auditors or directors and supervisory bodies in accordance with the provisions of this Act and corresponding provisions of the States referred to in paragraph 1, or coherent administrative or judicial proceedings. 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. (3) The Bundesanstalt may refuse to carry out an investigation or the transmission of information if:

1.

In this way, the sovereignty, security or public order of the Federal Republic of Germany could be affected,

2.

have already been subject to judicial proceedings or an indisputable decision has been taken on the basis of the same facts against the persons concerned; or

3.

the investigation or the transmission of information under German law is not permitted.

(4) The Bundesanstalt may request the competent authorities referred to in the first sentence of paragraph 1 to carry out investigations and the transmission of information necessary for the performance of their tasks in accordance with the provisions of this Act , in particular where several authorities of the Member State of origin are competent for an issuer, or where the suspension or reduction of the trading of certain securities is required in several Member States of the European Economic Area are traded. Where information is communicated to the Federal Institute by a body of another State of the European Economic Area, it may, without prejudice to its obligations in criminal matters, ensure that such information is not subject to the provisions of this Regulation. Act as an object, disclose or exploit only the monitoring tasks referred to in the first sentence of paragraph 2 and related administrative and legal proceedings. Any other use of the information shall be permitted only with the consent of the notified body. The Federal Agency may the European Securities and Markets Authority, in accordance with 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 716 /2009/EC and repealing Commission Decision 2009 /77/EC (OJ L 145, 31.7.2009, p. 84), if a request for a sentence 1 has been rejected or has not resulted in any reaction within a reasonable period of time. (5) The provisions of the Securities Trading Act (Securities Trading Act) on cooperation with the relevant competent authorities of other States, as well as the rules on international mutual legal assistance in criminal matters. Unofficial table of contents

Section 28a Cooperation with the European Securities and Markets Authority (Securities and Markets Authority)

At the request of the European Securities and Markets Authority, pursuant to Article 35 of Regulation (EU) No 1095/2010, the Bundesanstalt shall immediately make available to the European Securities and Markets Supervisory Authority all the information necessary for the performance of its tasks. Unofficial table of contents

Section 29 Precautionary measures

(1) In accordance with § 1 (1b) of the Banking Act or with the placement of the public offer, the issuer is responsible for the placement of the public offer in accordance with § 53 (1) sentence 1, § 53b (1) or (7) of the German Banking Act (Banking Act). The Federal Institute shall transmit this information to the competent authority of the Member State of origin and the European Union of the State of Origin and of the European Union in the event of a breach of § 3 (1) or (4), § § 7, 9, 14 to 16, 18 or 19 or against the obligations of the Federal Republic of Germany (Bundesanstalt). Value paper and market surveillance authority. § 28 (3) to (5) shall apply. (2) If the issuer is responsible for the placement of the public offer within the meaning of Section 1 (1b) of the Banking Act or an institution responsible for the placement of the public offer pursuant to Section 53 (2) of the German Banking Act, the issuer shall apply. 1 sentence 1 or § 53b (1), first sentence, of the Banking Act, in spite of the measures taken by the competent authority of the country of origin, or because measures taken by the authority of the home state are inappropriate, against the relevant Legal or administrative provisions, the Bundesanstalt may be subject to prior notice To inform the competent authority of the State of origin and to the European Securities and Markets Authority all the measures necessary to protect the public. The European Commission and the European Securities and Markets Authority shall be informed of such measures at the earliest possible date. Unofficial table of contents

Section 30Notice of measures

The Bundesanstalt may publicly disclose on its website any unquestionable measures it has taken in respect of any infringement of prohibitions or bids of this law, insofar as this is necessary for the elimination or prevention of maladministration, unless this publication would seriously endanger the financial markets or result in disproportionate damage to the parties involved. Unofficial table of contents

Section 31 Immediate enforcement

Do not have suspensive effect

1.

Opposition and challenge against measures pursuant to § 15 (6) and (26) and

2.

Objection and action against the threat or the setting of coercive measures.

Section 8
Other provisions

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Section 32 The obligation to provide information for investment service companies

Subject to the written consent of the respective customer, investment service companies within the meaning of Section 2 (4) of the Securities Trading Act have immediately their classification of this customer according to § § 2 (4) of the German Securities Trading Act (Securities Trading Act). 31a of the Securities Trading Act. Unofficial table of contents

§ 33 Fees and charges

(1) For individually attributable public services according to this law, according to the legislation based on this law and according to legal acts of the European Union, the Federal Office may levy fees and levies. (2) The Federal Ministry of Finance is authorized to determine, by means of a legal regulation which does not require the approval of the Federal Council, the chargeable facts and the fees in accordance with fixed rates or as framework fees. The rates and the framework fees shall be calculated in such a way as to ensure that the amount and the value, the economic value or the other benefits of the individually attributable public service are taken into account between the administrative burden and the amount of the fees. an appropriate relationship. 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

§ 34 duty to be notified

If the Federal Office is responsible for an issuer having its head office abroad pursuant to Section 2 (13) (b) or (c), it shall appoint an authorised representative within the territory of the Federal Republic. Section 15, sentences 2 and 3 of the Administrative Procedure Act shall apply mutatily. Unofficial table of contents

Section 35 Penbual provisions

(1) Administrative offences are those who are intentional or reckless

1.

offers a security in accordance with § 3 (1);

2.

, contrary to Article 8 (1) sentence 6 or 7, the emission price or the emission volume is not published correctly, not in the prescribed manner or not in due time,

3.

contrary to § 8 (1) sentence 9, the emission price or the emission volume shall not be deposited or shall not be deposited in due time,

4.

(dropped)

5.

published a prospectus, contrary to the first sentence of Article 13 (1),

6.

Contrary to § 14 (1) sentence 1, also in conjunction with sentence 2, a prospectus not, not correct, not complete, not published in the prescribed manner or not in good time,

7.

Contrary to Article 14 (3), a communication does not make it correct, not complete, not in the prescribed manner or does not make it in good time,

7a.

does not make an indication, not correct, not complete or not in good time, contrary to Article 14 (4) sentence 2,

8.

does not provide a paper version of the prospectus, contrary to Section 14 (5) of the prospectus, or

9.

Contrary to § 16 (1) sentence 5, a supplement shall not be published in a correct manner, not in full, not in the prescribed manner or not in good time.

(2) Contrary to the law, who intentionally or negligently provides a fully-enforceable order for

1.

§ 15 para. 6 sentence 1 or 2 or § 26 para. 2 sentence 1 or

2.

Section 26 (4) sentence 1 or 2

(3) In the cases referred to in points 1 and 5 of paragraph 1 and paragraph 2 (2), the administrative offence may be subject to a fine of up to five hundred thousand euro, in the cases referred to in point 6 of paragraph 1, with a fine of up to one hundred thousand (4) The Federal Agency shall be the administrative authority within the meaning of Section 36 (1) (1) of the Act on Administrative Offences. Unofficial table of contents

Section 36 Transitional provisions

(1) Third-country issuers whose securities are already admitted to trading on an organised market may choose the Federal Institute as the competent authority within the meaning of § 2 (13) (c) and shall have this to the Federal Institute until 31 December 2013. December 2005. In the case of third country issuers who have already publicly offered securities in the national territory before the entry into force of this Act or have submitted an application for admission to trading on an organised market situated in the territory of the country, the Federal Republic of Germany, provided that it is concerned

a)

the first public offer of securities in a State of the European Economic Area after 31 December 2003, or

b)

the first application for admission of securities to trading in an organised market situated in the European Economic Area after 31 December 2003.

(1a) § 9 (2) of this Act is to be applied further to public tenders for which final conditions have already been deposited with the Federal Institute before 10 July 2015. In the event of securities being deposited at the Federal Institute for securities within a period of three months from 10 July 2015, which relate to basic prospectals which were approved before 10 July 2015, those securities may be deposited at the Federal Institute for Securities and Markets. shall be offered to the public for a further six months from the date of deposit of the final conditions on the basis of this basic prospectus, unless a longer period of validity is provided for in § 9 (2). (2) Securities which have already been issued before 1 July 2012 Basis of a base prospectus approved by the Federal Institute before this date and at you have been offered to the public in accordance with § 9 paragraph 5 in the version valid up to 30 June 2012, may continue to be offered to the public up to and including 31 December 2013. (3) The annual Document in accordance with § 10 of this Act in the version valid until 30 June 2012 is to be made for the last time for the period of the annual financial statements to be published before 1 July 2012, to be made available to the public and at the time of the Federal institution to deposit. Unofficial table of contents

Section 37 Transitional provisions for the repeal of the sales prospectus act

Claims for defective prospectuses which are not the basis for the admission of securities to trading on a domestic exchange and which have been published domestily before 1 June 2012 are the sales prospectus and § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § 44 to 47 of the Stock Exchange Act shall continue to apply in the version in force until 31 May 2012. If prospectuses have not been published contrary to § 3 (1) sentence 1, the sales prospectus law in the version valid until 31 May 2012 shall continue to apply for claims resulting from the prospectus which have been incurred up to the end of 31 May 2012.