Did you find this article helpful? Operation of a multilateral trading facility. Prohibited financial futures and forward transactions. The notification must include the name or company name and address of the party required to submit the notification. The following shall be deemed equivalent to eligible counterparties if they have agreed to be treated as eligible counterparties for all transactions or for individual transactions Publication and transmission of financial reports to the company register. If the company fails to comply with the request, the Supervisory Authority shall take all appropriate measures to ensure compliance with the obligations and inform the competent authorities of the home member state of the nature of the measures taken.




Overview Here you will find all the information you need on the subject of financial supervision in Germany and on the requirements for companies. PDF 10 2007 New Securities Trading Act Nov2007 : Welcome to BaFin … More : Foreign companies … Overview More : Supervision … Overview Overview Overview Overview You can find an overview of administrative acts issued Ndw BaFin, important interpretative decisions, consultations and legal bases here. The annual report contains the most important issues of the last year.

More : Publications … More : Newsletter …. As 2007 in the announcement of 09 September Federal Law Gazette I, p. The purchase or sale of financial instruments for own account which does not constitute a service for third parties within the meaning of sentence 1 no. Investment management requiring authorisation pursuant to section 1 1a sentence 2 no. The Federal Republic of Germany shall be deemed the home country for issuers who fall within the scope of a but have not made a choice; the same applies to issuers who fall within the scope of c but have not chosen a home country, if the annual document within the meaning of section 10 of the Securities Prospectus Act is to be filed with the Supervisory Authority.

Its business activities are attributed to the institution cAt enterprise for PDF 10 2007 New Securities Trading Act Nov2007 account and under the liability of which it provides its services. The choice must be published and transmitted to the company register within the meaning of section 8b of the Commercial Code Handelsgesetzbuch to be stored there. The choice shall become effective with its publication.

Within the framework of the functions assigned to it, the Supervisory Authority shall counteract undesirable developments which may adversely affect the orderly conduct of trading with financial instruments or the provision of investment services or ancillary services or which may result in serious disadvantages for the financial market.

It may issue orders that are appropriate and necessary to eliminate or prevent such undesirable developments. It may temporarily suspend trading with individual or several financial instruments or order suspension of individual or several financial instruments from trading in markets on which financial instruments are traded, to the extent that this is necessary for the enforcement of the prohibitions and requirements of this Act or for the elimination or prevention of undesirable developments in accordance with subsection 1.

PFD particular, it may require details concerning changes in holdings of financial instruments as well as information about the identities of other persons, especially the principal and the persons acquiring rights or incurring liabilities from transactions. Statutory rights to provide or refuse to provide information as well as statutory obligations of confidentiality remain unaffected.

Atc of normal business hours or if the business premises are located in residential property, entry without permission shall be allowed and must be tolerated only to the extent that this is necessary to Secrities imminent danger 20007 public safety and order and if there is evidence indicating contravention of a prohibition or requirement of this Act by the person required to provide information.

The basic right granted by Article 13 of Nov207 Basic Law Grundgesetz is, to Secufities extent, restricted. It may communicate to the public prosecutor's office the personal data of any persons suspected of the offence or persons who may be required to act as witnesses, to the extent that this is necessary for criminal prosecution. The powers of the Supervisory Authority pursuant to subsections 2 to 4 shall remain unaffected, to the extent PDF 10 2007 New Securities Trading Act Nov2007 this is necessary for the implementation of administrative measures or the fulfilment of requests by foreign agencies in accordance with section 7 2subsection 2b sentence 1 or subsection 7 and to the extent that this does not present a threat to the purpose of investigations by prosecuting authorities or the courts responsible for criminal cases.

Persons obliged to furnish information shall be informed of the right to refuse and instructed that, in accordance with the Act, they are at all times free, including prior to questioning, to consult with a defence counsel of their choosing. In particular, the Supervisory Authority may temporarily 2 The Supervisory Authority may order that persons who enter into transactions in financial instruments must publish their positions in such financial instruments and at the same time Tfading these to the Supervisory Authority.

The Supervisory Authority may publish notifications pursuant to sentence 1 on its website. An extension of this period by up to 12 months shall be permitted. In this case, the Federal Ministry of Finance shall submit a report to the Bundestag within one month of the beginning of the extension. Objections and actions to annul measures in accordance with subsections 1 to 3 shall have no suspensive effect. It comprises representatives of Tradnig Federal States.

Membership shall not be held in a personal capacity. Each Federal State shall appoint one representative. Representatives of the Federal Ministries of Finance, of Justice and of Economics and Technology, as well as the Deutsche Bundesbank shall be entitled to attend the meetings of the Securities Council. The Securities Council may consult experts, particularly from the stock exchanges, from amongst market participants, from business and from academics.

The Securities Council shall draw up standing orders. It shall advise the Supervisory Authority, in particular The Securities Council may submit proposals PDF 10 2007 New Securities Trading Act Nov2007 the Supervisory Authority concerning the general development of supervisory practice. Tradijg Supervisory Authority shall report to the Securities Council at least once per year on its supervisory activities, on the development of supervisory practice and on international cooperation.

It shall also be convened at the request of one third of its members. Any member shall be entitled to put forward proposals for consultation. The details shall be regulated in an administrative agreement between the Federal Government and the Federal States conducting stock exchange supervision. For purposes of monitoring data protection compliance, the Deutsche Bundesbank shall log the time, the details which enable the retrieved data records to be identified, and the person responsible for the retrieval.

The recorded data may only be used for the purpose of data Secutities compliance, data security or for ensuring the proper functioning of the data processing equipment. The records shall be deleted at the end of the calendar year following the year in which they were stored. In particular, it must be guaranteed that no third parties receive informational advantages from the publications.

This shall be without prejudice to the provisions of the Exchange Act relating to cooperation between the trading surveillance units and similar bodies or the boards of management of the exchanges in other countries. When transmitting information, the Supervisory Authority is obliged to instruct Secugities recipient that, without prejudice to his prosecutorial obligations, the transmitted information, including personal data, is to be used only to fulfil supervisory duties in accordance with sentence 1 and in the context of administrative and judicial proceedings related thereto.

The competent authorities within the meaning of subsection 1 sentence 1 or entities commissioned by them may, after notifying the Supervisory Authority, examine directly at the branch the information required for monitoring whether the branch within the meaning of section 53b 1 sentence 1 of the Banking Act Kreditwesengesetz complies with the reporting requirements laid down in section 9, the conduct of business, organisational and transparency obligations specified in sections Secruities to 34 or in the relevant foreign provisions.

It may request that representatives of the Supervisory Authority be permitted to take part No2v007 investigations conducted by the competent authorities. The Supervisory Authority may, with the consent of the competent authority, conduct investigations abroad and commission auditors or experts to do so; where the Supervisory Authority conducts investigations of branches of domestic investment services enterprises in host member states, prior information of the competent authority abroad is sufficient.

Without prejudice to its obligations in prosecutorial matters concerned with contraventions of prohibitions pursuant to the provisions of this Act, the Supervisory Authority may utilise information received from an authority of another country only for the purpose of performing its supervisory functions in accordance with subsection 2 sentence 1 and in the context of administrative and judicial proceedings related thereto.

The Supervisory Authority may, in compliance with the purpose intended by the authority transmitting the information, transmit the information to the authorities specified in section 6 2 if this is necessary for the performance of its functions. Any other use of the information is only permitted with the consent of the authority transmitting the information. With the exception of information related to insider trading and market manipulation, such consent may be waived in 0207 and duly justified cases if the authority transmitting the information is informed thereof without undue delay and the grounds for such waiver are indicated.

In the event that a request by the Supervisory Authority pursuant to sentences 1 to 3 is not honoured within an appropriate period of time, or if the request is refused without adequate grounds, the Supervisory Authority may notify the Committee of European Securities Regulators of this fact. If the Supervisory Authority receives such notification from competent foreign authorities, it shall inform them of the results of investigations commenced in response thereto.

The Supervisory Authority informs the competent authorities of orders concerning the suspension, prohibition or removal of a financial instrument from trading pursuant to section 4 2 sentence 2 of this Act and section 3 5 no. Subsection 4 sentences 5 and 6 shall apply subject to the proviso that information transmitted by No2v007 authorities may only be utilised in compliance with the purpose intended by Securtiies authority transmitting the information and may only be communicated to the Deutsche Bundesbank or the Bundeskartellamt Federal Cartel Office with the express consent of the authority transmitting the information if this is necessary for the performance of their functions.

Subsection 4 sentence 8 shall not apply. Section 4b of the Federal Data Protection Act Bundesdatenschutzgesetz shall apply to the communication of personal data. The Seecurities Ministry of Finance may, by means of a Regulation, delegate this authority to the Federal Financial Supervisory Authority. The same shall apply with respect to other persons who may obtain knowledge of the information referred to in sentence 1 through official reporting.

Disclosure or utilisation shall specifically not be deemed made without authorisation as defined in sentence 1 of this PPDF, if facts are communicated to provided that these bodies require the information for the performance of their functions. The obligation Tradnig confidentiality as specified in sentence 1 shall apply mutatis mutandis to persons employed by such bodies. If the body is located in another country, the facts may be communicated only if that body and the persons commissioned by it are subject to an obligation of confidentiality equivalent to that specified in sentence 1.

The requirements do apply, if the tax authorities require the information obtained for a proceeding arising from a criminal tax offence and a tax proceeding related thereto, if there is a compelling public interest in prosecuting the offence and provided such information does not include information which has been communicated to the persons referred to in subsection 1 sentence 1 or 2 by an authority of another country within the meaning of subsection 1 sentence 3 no. The requirement pursuant to sentence 1 shall also apply to the purchase or sale of securities subscription rights, if these securities are to be traded on an organised market or on the regulated unofficial market, and to transactions in shares and warrants in respect of which an application for admission to trading on an organised market or on the regulated unofficial market or for inclusion in the regulated market or the regulated unofficial market has been made or publicly announced.

The requirements pursuant to sentences 1 and 2 shall also apply to domestic central counterparties within the meaning of section 1 31 of the Banking Act with respect to transactions concluded by them. The requirements pursuant to sentences 1 and 2 shall also apply to undertakings domiciled in a country which is not a member state of the PDF 10 2007 New Securities Trading Act Nov2007 Union or a signatory to the Agreement on the European Economic Area and authorised to trade on a German stock exchange with respect to transactions in financial instruments concluded by them on that German stock exchange.

The requirement pursuant to sentences 1 and 2 shall also apply PDF 10 2007 New Securities Trading Act Nov2007 undertakings domiciled in another member state of the European Union or a signatory to the Agreement on the European Economic Area and authorised to trade on a German stock exchange, but only with respect to transactions in financial instruments concluded by them on that German stock exchange where these financial instruments are neither admitted to trading on an organised market nor included in the regulated market of a German stock exchange.

The report Seccurities contain, for each transaction, at least the information specified in Article 13 1 in conjunction with Table 1 of Annex I to Commission Regulation EC No. In addition, the report must contain: 3 The Supervisory Authority is the competent authority for the purposes of Articles 9 to 15 of Commission Regulation EC No. It transmits the report pursuant to subsection 1within the time limits specified in Article 14 3 of Commission Regulation EC No.

Sentence 2 shall apply mutatis mutandis to notifications submitted to the Supervisory Authority by branches within the meaning of section 53b 1 sentence 1 of the Banking Act, unless the competent authority in the home country has waived the transmission. Transmission pursuant to sentence 2, also in conjunction with sentence 3, shall also be deemed made to the competent authority in the home country, if it is made to another body in agreement with that authority.

Article 14 2 and 3 of Commission Regulation EC No. Article 15 of Commission Regulation EC No. In order to satisfy the obligations set forth in sentence 2, the Supervisory Authority shall establish a list of financial instruments pursuant to Article 11 of Commission Regulation EC No. This is without prejudice to section 7. The above are prohibited from informing persons other than state agencies and such persons who, based on their profession, are subject to a statutory obligation of confidentiality, regarding the report or any investigation begun in response thereto.

The content PDF 10 2007 New Securities Trading Act Nov2007 the report pursuant to subsection 1 may only be utilised by the Supervisory Authority for performance of its supervisory functions. Beyond this, the information may only be used for the purposes of prosecuting criminal offences pursuant to section 38 Nov200 for criminal proceedings relating to a criminal offence subject to a maximum penalty of more than three years imprisonment. The Supervisory Authority may not provide access to the identity of a person filing a report pursuant to subsection 1 for anyone other than state authorities.

The right of the Supervisory Authority pursuant to section 40b shall remain unaffected. Securities shall be deemed admitted to trading on an organised market or included on the regulated market or the regulated unofficial market if the application for such admission or inclusion has been made or publicly Ac. Such a likelihood is deemed to exist if a reasonable investor would Axt the information into account for investment decisions. The term circumstances within the meaning of sentence 1 also applies to cases which may reasonably be expected to come into existence in the future.

Specifically, inside information refers to information about circumstances which are not public knowledge within the meaning of sentence 1, which 2 A valuation based solely on information about publicly known circumstances is not inside information, even if it could have a significant effect on the price of insider securities. For financial instruments included in the regulated unofficial market Freiverkehr or regulated market regulierter Marktthe provisions of Commission Regulation Trxding.

In accordance with this provision, an issuer shall also be deemed a domestic issuer if he has merely applied for admission of his financial instruments. Any issuer or person acting on behalf or for the account of an issuer, who as part of his function communicates or grants access to inside information to a third party, must at the same time publish the information in accordance with sentence 1 and transmit it to the company register within the meaning 110 section 8b of the Commercial Code in order to be stored there, unless the third party is legally obliged to observe confidentiality.

In the event of inadvertent communication or granting of access to inside information pursuant to sentence 4, late publication and transmission PDF 10 2007 New Securities Trading Act Nov2007 be made without undue delay. The key figures employed in the context of publication shall be those customarily used in business and must permit comparison with previously employed figures.

False information published pursuant to subsection 1 must be corrected without undue delay in a publication pursuant to subsection 1 even cAt the requirements in subsection 1 are not met. Late publication must be effected without undue delay. Subsection 4 applies mutatis mutandis. The issuer is obliged to notify the Supervisory Authority regarding the grounds for exemption together with the notification pursuant to subsection 4 sentence 1, stating the time of the decision concerning the postponement of the publication.

Prior to publication, the management may only utilise the information provided to it pursuant to sentence 1 for the purpose of making the decision as to whether or not calculation of the stock exchange price is to be Securitiws or discontinued. The Supervisory Authority may permit issuers domiciled abroad to effect the notification pursuant to sentence 1 together with Axt publication, provided this does not impinge upon the decision of the management concerning suspension or discontinuation of calculation of the stock exchange price.

Simultaneously with the publications pursuant to subsection 1 sentence Teading, sentence 4 or sentence 5 or subsection 2 sentence 2, the domestic issuer shall make a notification to the management of the organised markets covered by subsection 4 sentence 1 nos. This is without prejudice to claims for compensation having other legal bases. The obligation pursuant to sentence Securitles also applies to other parties who are closely associated with such persons.

The obligation pursuant to sentence 1 applies only to issuers of such shares that The submission or public announcement of an application for admission is deemed equivalent to admission to trading on an organised market. The obligation pursuant to sentence 1 does not apply as long as the total PDF 10 2007 New Securities Trading Act Nov2007 of transactions by a person discharging managerial responsibilities and parties closely associated with them is less than 5, euros by the end of the calendar Seccurities.

Legal persons for which persons discharge managerial responsibilities within the meaning of subsection 2 or sentence 1 are also deemed parties within the meaning of subsection 1 sentence 2. Such legal persons, companies and organisations which are controlled directly or indirectly by a person referred to in subsection 2 or sentence 1, which were established for the benefit of such persons or the economic interests of which are substantially equivalent to those of such a person, Nwe fall within the scope of sentence 2.

Section 15 1 sentence 2 shall apply mutatis mutandis, provided that the public announcement of an application for admission is deemed equivalent to the submission of an application for admission. Those subject to the requirement set forth in sentence 1 are obliged to update these lists without undue delay and submit them to the Supervisory Authority upon request. The issuer is obliged to inform the persons included in Nkv2007 list regarding the legal obligations associated with access to inside information, and the legal consequences of violations.

The persons named in section 1 sentence 1 of the Commercial Code Handelsgesetzbuch are not deemed to be persons acting on behalf of the issuer. Before executing orders Nww to insider securities within the meaning of section 12, investment services enterprises as well as companies domiciled within Germany that are admitted to trading on a German stock exchange are required to establish and record in the case of natural persons the name, date of birth and address and in the case of companies the name and address of the principals and the persons or companies acquiring rights or incurring liabilities from the transactions.

The information recorded pursuant to subsection 1 shall be retained for a period of at least six years. Section 3 and 5 of the Commercial Code Handelsgesetzbuch shall apply mutatis mutandis to the retention of the records. The provisions of section 4 9 shall apply. Employees who in carrying out their official duties possess or may possess inside information are obliged to notify, without undue delay, the superior or the person commissioned by him in writing of any transactions in insider securities which they have concluded for own account or for the account or on behalf of a third party.

The superior or the person commissioned Securtiies him shall designate the employees named in sentence 3. The basic right granted by Article 10 of the Basic Law Grundgesetz is, to this extent, restricted. The parties concerned shall be notified in accordance with section 4 and 5 of the Criminal Procedure Code Strafprozessordnung. The Supervisory Authority may not on the basis of sentence 1 require retention of future call data.

If retention of the call data is no longer required to investigate suspected contraventions of a prohibition pursuant to section 14 or section 20a, the Supervisory Authority shall, without undue delay, inform the party required to retain such data of this fact and destroy existing documents without undue delay. The duty to destruct the documents without undue delay also applies to the party obliged to retain the data.

Trdaing Supervisory Authority shall commission auditors or auditing firms that have sufficient knowledge relating to the subject matter to be examined. The Supervisory Authority shall determine the date on which the examination shall start and the reporting period. The Supervisory Authority may, upon request, waive the annual examination in full or in part if this appears appropriate for special reasons, in particular with respect to the nature and scale of the business conducted.

The Supervisory Authority may participate in the examination. The Supervisory Authority may issue rules for the credit rating agencies with regard to the content of the examination and define points of emphasis for the same which the auditor is required to observe. After conclusion of the examination, the auditor shall without undue delay file an Securitues report with the Supervisory Authority. The Federal Ministry of Finance may, by means of a Regulation and without requiring the consent of the Bundesratdelegate this authority to the Federal Financial Supervisory Authority.

Securities shall be deemed admitted to trading on an organised market or included in the regulated market or the regulated unofficial market if the application for such admission or inclusion has been made or publicly announced. Only such conduct which can be reasonably expected on the market in question qualifies as acceptable market practice and is recognised as such by the Supervisory Authority. A specific market practice is not assumed to be unacceptable simply because it has not been 207 expressly accepted.

For financial instruments included in the regulated unofficial market or the regulated market, the provisions of Commission Regulation No. The latter shall issue the provisions in agreement with the stock exchange supervisory authorities of the Federal States. In At of certificates representing shares, the notification requirement shall apply exclusively to the holder of the certificates. The notification period set forth in sentence 1 begins at the Seecurities when the party subject to the notification requirement learns or in consideration of the circumstances had to have learned that their percentage of voting rights has reached, exceeded or fallen below the above-mentioned thresholds.

It is assumed that the party subject to the notification requirement learns Nw this two trading days after reaching, exceeding or falling below the thresholds mentioned. Subsection 1 sentence 2 shall apply mutatis mutandis. Any voting rights of a subsidiary shall be attributed in full to the party subject to the notification requirement. Subsection 1 shall apply mutatis mutandis to the calculation of the percentage of voting rights held by PDF 10 2007 New Securities Trading Act Nov2007 third party.

Sentence 1 shall apply in particular to voting rights attached to shares which are transferred as security from or to a member within the meaning of sentence 1, and to voting rights attached to shares provided to or by a member under a pledge or repurchase or similar agreement for liquidity Nov20007 for monetary policy purposes or within a payment system. Sections 23 and 24 shall apply mutatis mutandis.

An aggregation with the holdings as specified in sections 21 and 22 shall take place; financial instruments Nov207 the meaning of section 22 1 sentence 1 no. Where a notification pursuant to section 21, also in conjunction with section 22, is PDF 10 2007 New Securities Trading Act Nov2007 or has been submitted, an additional notification in respect of an aggregation within the meaning of sentence 3 shall only be necessary if, as a consequence, further thresholds mentioned under section 21 1 sentence 1 are reached, exceeded or fallen below.

Furthermore, the domestic issuer shall transmit such information without undue delay, however not before its publication, to the company register within the Securiyies of section 8b of the Securitkes Code Handelsgesetzbuch to be stored there. Any party having made a notification pursuant to section 21 11a or section 25 1 must prove the existence of the reported holding if so requested by the Supervisory Authority or the issuer whose home country is the Federal Republic of Germany.

Any changes to the aims within the meaning of sentence 1 must be notified within 20 trading days. In respect of the aims underlying the purchase of the voting rights, the party subject to the notification requirement shall notify whether With regard to the origin of the funds used, the party subject to the notification requirement must state whether these are own funds or external funds raised by the party subject to the notification requirement in order to finance the purchase of the voting rights.

Moreover, subsection 1 shall not apply to issuers domiciled abroad whose articles of association or other provisions stipulate non-application. Voting rights attached Noov2007 shares held by or attributed to a party subject to the notification requirement pursuant to section 22 1 sentence 1 no. This does not apply to claims under section 58 4 and section of the Stock Corporation Act Aktiengesetzprovided that the notification was not deliberately omitted and was subsequently submitted.

Where the percentage of the voting rights is concerned, the period under sentence 1 shall be extended by six months if the notification requirements have been breached intentionally or by gross negligence. Sentence 3 shall not apply if the actual percentage of voting rights is less than 10 percent higher or lower than the percentage of voting rights indicated in the previously submitted incorrect notification and if no notification is omitted relating to any threshold mentioned under section 21 being reached, exceeded or fallen below.

The Supervisory Authority PDF 10 2007 New Securities Trading Act Nov2007 establish guidelines which it shall use to judge in standard cases whether or not the preconditions are met for an action to Traeing under notification requirements or whether the prerequisites for an exemption from the notification requirements pursuant to section 21 1 are fulfilled.

The guidelines shall be published in the electronic Federal Gazette elektronischer Bundesanzeiger. Furthermore, such information must be transmitted without undue delay, however not before its publication, to the company register within the meaning of section 8b of the Commercial Code Handelsgesetzbuch in order to be stored there. This presupposes that 4 The Federal Ministry of Finance may, by means of a Regulation not requiring the consent of the Bundesratissue more detailed provisions concerning the equivalence of the rules of a third country and the exemption of issuers pursuant to subsection 1 and of companies pursuant to PDF 10 2007 New Securities Trading Act Nov2007 3.

This presupposes that all the facilities and information necessary to exercise rights are made available to the debt securities holders in that member state, and that only holders of debt securities whose denomination per unit amounts to at least 50, euros or whose denomination per unit is, at the date of the issue, equivalent to at least 50, euros in another currency, are invited to the meeting.

The provisions of sections 30a to 30c shall also apply to issuers whose home country is not the Federal Republic of Germany but another member state of the European Union or another signatory to the Agreement on the European Economic Area, if their securities are admitted to trading on an organised market in Germany and if Tradinv home country does not set forth any provisions equivalent to those specified in sections 30a to 30c. The foregoing shall not apply to shares of companies domiciled abroad, unless the shares are exclusively admitted to trading on the regulated market of a German stock exchange.

A transaction shall be deemed a naked short sale if, by the close of the day on which the respective transaction has been entered into, the seller of the securities referred to in sentence 1 2 Exempt from the ban under subsection 1 are transactions entered into by Securitiies services enterprises or equivalent enterprises domiciled abroad, provided they and the underlying transaction in each case is necessary for the performance of this function.

Also exempt are transactions that trading participants enter into with a client for settlement of a transaction in financial instruments at a fixed or determinable price fixed price transaction. The intention to take up an activity described in sentence 1 must be reported to PD Supervisory Authority without undue delay, providing details of the financial instruments concerned in each case.

Net short positions which reach, exceed or fall below a threshold of 0. As soon as a net short position reaches, exceeds or falls below the threshold referred to in sentence 1 plus 0. The holder of the net short positions is the legal entity or fund that holds the Securiites financial instruments. For a fund, the notification shall be effected by the party who is responsible for managing the fund or who actually performs such management.

Marketing communications must be clearly identifiable as such. This is without prejudice to section of the Investment Act Investmentgesetz and section 15 of the Securities Prospectus Act Wertpapierprospektgesetz. Where information is provided on financial instruments or their issuers containing either directly or indirectly a general recommendation for a particular investment decision, 3 Investment services enterprises shall be Scurities to provide clients in a comprehensible form and in a timely manner with information that is reasonably appropriate for these clients to understand the nature and risks of the types of Sechrities instruments or investment services that are being offered or demanded, and to take investment decisions on this basis.

This information may be provided in a standardised format. The information must relate to 3a In the case of investment advice, the client shall be provided with a brief and easily understandable information sheet concerning every financial instrument to which a buy recommendation relates in good time before a transaction in financial instruments is concluded.

The information provided in the information sheets pursuant Tradibg sentence 1 must not be false or misleading and must be in accordance with the information given in the prospectus. The appropriateness shall be assessed in relation to whether the specific transaction recommended to the client, or the specific investment service provided as part of financial portfolio management, complies with the investment objectives of the client, whether the client is able financially to bear any related investment risks consistent with his investment objectives, and whether the client has the necessary experience and knowledge in order to understand the related risks.

Where an investment services enterprise does not obtain the information required, it may not recommend a financial instrument when providing investment advice, nor make any recommendation when providing financial portfolio management. The appropriateness shall be assessed in accordance with subsection 4 sentence 2. The appropriateness shall be assessed with regard to whether the client has the necessary knowledge and experience in order to reasonably assess the risks associated with such type of financial instruments and investment services.

In case an investment services enterprise considers, on the basis of the information received under sentence 1, that the financial instrument or investment service requested by the client is not appropriate for the client, it shall inform the client thereof. In case the investment services enterprise does not obtain the information required, it shall inform the client that an assessment of the appropriateness within the meaning of sentence 1 is not possible.

The information pursuant to sentence 3 and sentence 4 may be provided in a standardised format. Information sheets pursuant to subsection 3a sentence 1 or documents pursuant to subsection 3a sentence 3 need not be provided to professional clients within the meaning of section 31a 2. Professional clients within the meaning of sentence 1 are enterprises which are not subject to authorisation or supervision requirements under no. The following shall be deemed equivalent to eligible counterparties if they have agreed to be treated as eligible counterparties for all transactions or for individual transactions: 5 An investment services PDF 10 2007 New Securities Trading Act Nov2007 may, notwithstanding subsections 2 and 4categorise eligible counterparties as professional clients or retail clients, and professional clients as retail clients.

The investment services enterprise must inform its clients of any changes in the categorisation. The agreement regarding a change Nww categorisation shall Neww concluded in writing. Where the Securjties is not intended to apply to all investment services, ancillary services and financial instruments, this shall be expressly stated. An investment services enterprise must inform professional clients within the meaning of subsection 2 sentence 2 no.

These clients are to be informed about the conditions for categorisation pursuant to subsections 25 and 6and about the possibility to change such categorisation pursuant Nov007 subsection 6 sentence 4. Prior to changing the categorisation, the investment services enterprise is required to conduct an assessment as to whether the client possesses the experience, knowledge and expertise to make an investment decision in general or with respect to a specific type of transaction, and if he is capable of adequately assessing the risks involved.

A change in the categorisation shall only be considered if the retail client satisfies, as a minimum, two of the following three criteria: The investment services enterprise must inform the retail client in writing that, owing to the change in categorisation, the protection provisions relating to retail clients Neew forth in this Act no longer apply.

The client must confirm in writing that he has been informed forex traders brokers facilities this fact. Where a professional client within the meaning of sentence 1 or subsection 2 sentence 2 no. The Federal Ministry of Finance may, by means of a Regulation, delegate this authority to the Supervisory Authority.

Sentence 1 shall not apply if the eligible counterparty has agreed with the investment services enterprise to be treated as a professional client or retail client in respect of all transactions or individual transactions. The obligation set forth in sentence 1 shall be deemed met if the orders are or have been transmitted to an organised market or a multilateral trading facility which complies with the provisions of Article 31 of Regulation EC No.

The Supervisory Authority may waive the Nov0207 set forth in sentence 1 in respect of orders that are significantly larger in scale compared with normal market Securiies. Where an investment services enterprise receives an order through another investment services enterprise to provide investment or ancillary services on behalf of a client, the enterprise receiving the order shall be responsible for performing the investment or ancillary service in compliance with the provisions of this part subject to the following proviso: 2 Issuers whose financial instruments have been included for trading on a multilateral trading facility without their consent shall not be required to publish information relating to these financial instruments with regard to that multilateral trading facility.

The operator of a multilateral trading facility shall publish such deferral pursuant to sentence 1. The investment services enterprise shall publish such deferral pursuant rTading sentence 1. Sections 32a to 32d shall apply to systematic internalisers to the extent that they execute orders in shares and certificates representing shares admitted to trading on an organised market up to standard market size. Details are PDF 10 2007 New Securities Trading Act Nov2007 by Chapters III and IV Sections 2 and 4 of Commission Regulation EC No.

A market within the meaning of 2070 provisions for each category of shares shall be comprised of all orders executed in the European Union in respect of that category of shares, excluding those large in scale compared to normal market size for that share. Where no liquid market exists, the systematic internalisers shall be obliged to disclose quotes to their clients on request in accordance with sentence 1.

The prices quoted shall reflect the prevailing market conditions. The bid and ask prices quoted per share shall reflect the prevailing market conditions. The execution of orders received from retail clients must comply with the requirements set out in section 33a. This is without prejudice to subsection 2. His terms of business shall regulate access to his quotes in a clear manner. Furthermore, they must As part of the arrangements to be established pursuant to sentence 2 no.

The outsourcing must not alter the legal relationship of the enterprise with its clients and its obligations towards its clients defined in this part. The outsourcing must not alter the conditions under which the investment services enterprise has been granted an authorisation under section 32 of the Banking Act. The total consideration shall represent the price of the financial instrument and all costs related to execution.

Tradingg services enterprises must not structure or charge their commissions in such a way as to discriminate unfairly between execution venues. Where investment services enterprises provide investment services other than investment advice to retail clients for the first time, the records within the meaning of sentence 1 must document the entering into a written basic agreement that sets out at least the essential rights and obligations of the investment services enterprise and the retail client.

The rights and obligations set forth or agreed upon in other documents or legal texts may be incorporated into the basic agreement by reference. The basic agreement must be made PDF 10 2007 New Securities Trading Act Nov2007 Securoties the retail client on paper or in another durable medium. Durable medium shall mean any instrument which enables a client to store information addressed to that client in a way accessible for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information.

The minutes are to be signed by the person providing the investment advice; the client oNv2007 PDF 10 2007 New Securities Trading Act Nov2007 provided with a copy of the minutes, on paper or in another durable medium, without undue delay after the conclusion of such investment advice and, in any case, prior to the conclusion of a transaction based on the investment advice.

If a client chooses, for the investment advice and conclusion of the transaction, means of communication not allowing for the transmission of the minutes prior to the conclusion of the Noc2007, the investment services enterprise must send the client a copy of the minutes without undue delay after the conclusion of the investment advice.

In this case, and at the express request of the client, the transaction may be concluded prior to the receipt of the minutes if the investment services enterprise expressly grants the client the right to withdraw from the transaction concluded on the basis of the investment advice if the minutes are not correct or not complete; this right must be exercised within one week after having received the minutes.

The client must be informed of this right and of the period to withdraw from the transaction. If the investment services Securitise contests the right to withdraw from the transaction specified under sentence 4, it must furnish evidence that the minutes are correct and complete. Records relating to the rights and obligations of the investment services enterprise and its clients and to the terms on which the investment services enterprise provides investment and ancillary services shall be retained for at least the duration of the relationship with the client.

In exceptional cases, the Supervisory Authority may set longer retention periods for individual or all records if, due to exceptional circumstances and in light of the nature of the financial instrument or transaction, this is necessary to enable the Supervisory Authority to exercise its supervisory functions. The Supervisory Authority may require the investment services enterprise to comply with the retention period under sentence 1 also if the authorisation of that enterprise terminates before the expiry of the period set forth in sentence 1.

A client may, by way of individual contractual stipulation, give any other instruction in respect PDF 10 2007 New Securities Trading Act Nov2007 the segregation of client money if he has been informed of the protective purpose of the segregation of client money. Where client money is to be held in safe custody with a qualifying money market fund, the investment services enterprise shall seek prior consent of the client.

Before giving the money into safe custody, the investment services enterprise shall disclose to the institution holding the money in safe custody that the money is deposited on a trust basis. It shall without undue delay inform the client with which institution and in which account the client money is deposited and whether or not the institution holding the client money is a member of a scheme designed to protect the claims of depositors and investors as well as the extent to which the client money is protected by any such scheme.

Subsection 1 sentence 5 shall apply mutatis mutandis. Where financial instruments are held in an omnibus account with a third party and are to be used pursuant to sentence 1, all other clients of the omnibus account must 20077 given their prior consent or the investment services enterprise must have in place systems and controls which ensure that only financial instruments are used to which consent has been given pursuant to sentence 1. In the cases of sentence 2, the investment services enterprise Nrw keep records relating to clients on whose instructions the use of the financial instruments has been effected as well as the number of the financial instruments used belonging to each client who has given his consent, so as to enable the clear and correct allocation of any loss incurred in using the financial instrument.

Tradingg analyses may only be communicated or publicly distributed if they have been produced and presented in a fair manner, and 2 A summary of a financial analysis Securigies by a third party may only be communicated if the contents of the analysis are presented in a clear and not-misleading manner, and if the summary makes reference to the source document and the place where the disclosure pursuant to subsection 1 sentence 2 related to the source document can be directly and easily accessed, provided this information has been publicly distributed.

Financial instruments shall be deemed admitted to trading on an organised market or included in the regulated market or regulated unofficial market if the application inclusion has been filed or publicly announced. In particular, they must maintain appropriate control mechanisms capable of countering any contravention of the obligations set forth in subsection 1. In respect of investment services enterprises which, under their own responsibility or that of a member of their group, produce, or arrange for the production of, financial analyses that are intended or likely to be distributed to clients or to the public, sentence 1 shall also apply to financial analyses concerning financial instruments within the meaning of section 2 2b other than those mentioned under subsection 3or to their issuers.

Sentence 3 shall not Secufities to investment services enterprises within the meaning of section 33b 6. Section 36 shall apply mutatis mutandis in the event that a financial analysis is produced, made accessible to others or publicly distributed by an investment services enterprise. Persons other than investment services enterprises, asset management companies Kapitalanlagegesellschaften Securties investment stock corporations I nvestmentaktiengesellschaftenwho, in the exercise of their profession or as part of their business activities, are responsible for producing or communicating financial analyses, must notify the Supervisory Authority of this without undue delay pursuant to sentence 3.

Notification is also required for the termination of the activities described in sentence 1. The notification must include the name or company name and address of the party required to submit the notification. The party required to submit the notification must also disclose whether it is aware of facts that could produce conflicts of interest at affiliated enterprises. The Supervisory Authority must be notified of changes to the data and facts within four weeks. The exemption provided for under section 34b 4 shall apply mutatis mutandis.

Before the employee takes up the activity specified in sentence 1, the investment services enterprise must report to the Supervisory Authority If the circumstances reported by the investment services enterprise pursuant to sentence 2 change, the new circumstances shall be reported to the Supervisory Authority without undue delay. In addition, the investment services enterprises must report to the Supervisory Authority if one or several complaints within the meaning of section 33 1 sentence 2 no.

Before that employee takes up the activity specified in sentence 1, the investment services enterprise must report the employee to the Supervisory Authority. If the circumstances reported by the investment services enterprise pursuant to sentence 2 change, the new circumstances shall be reported to the Supervisory Authority without undue delay.

The publication pursuant to sentence 2 is to be effected without specifying the name of the employee concerned. Objections and actions to annul measures in accordance with sentence 1 shall have no suspensive effect. The Regulation under sentence 1 may set out, in particular, that the respective investment services enterprise be granted write access to the database entries which are to be created for the company pursuant to subsection 5 and be given the responsibility that such entries be correct and up to date.

The PDF 10 2007 New Securities Trading Act Nov2007 Ministry of Finance may, by means of a Regulation and without requiring the consent of the Bundesrat, delegate this authority to the Supervisory Authority. The Deutsche Bundesbank and the central associations of the economic sectors concerned shall be consulted before the guidelines are issued.

In the case of credit institutions which are engaged in safe custody business within the meaning of section 1 1 Securitids 2 no. The Supervisory Authority may, upon application, fully or in part waive the requirement for an annual examination, with the exception of the examination with respect to compliance with the requirements set out in section 34a, also in conjunction with a Regulation pursuant to section 34a 5if this is deemed appropriate for Tracing reasons, in particular due to the nature or scale of the business conducted.

The investment services enterprise shall appoint the auditor not later than the end of the financial year to which the examination relates. After conclusion of the examination, the auditor shall without undue delay file an examination report with the Supervisory Authority and the Deutsche Bundesbank. If the examinations pursuant to sentence 4 are conducted by cooperative auditing associations or auditing bodies of savings banks and giro associations, the auditing associations or auditing bodies shall be required to file the examination report only upon request of the Supervisory Authority or the Deutsche Bundesbank.

The Supervisory Authority may demand the appointment of a different auditor within a month after having received the notification if this is deemed necessary to achieve the purpose of the examination; objections and actions to annul any such measure shall have no suspensive effect. Sentences 1 and 2 shall not apply to credit institutions which are members of a cooperative auditing association or are audited by an auditing body of a savings bank or giro association.

In particular, it may determine main points of emphasis for the examination. The auditor shall without undue delay inform the Supervisory Authority of any serious contraventions of the reporting requirements pursuant to section 9 or of the obligations set forth in this part. The Supervisory Authority may participate in the examinations.

To this end, the Supervisory Srcurities must be notified about the start of the examination in good time. The investment services enterprise shall be notified of this in good time. Enterprises domiciled in another member state of the European Union or another signatory to the Agreement on the European Economic Area, which provide investment services alone or in connection Securitiss ancillary services and which intend to Sceurities a branch within the meaning of section 53b of the Banking Act in Germany, shall be informed by the Supervisory Authority within the period specified in section 53b 2 sentence 1 of the Banking Act about the reporting requirements pursuant to section 9 and about the rights and obligations applicable to branches pursuant to sentence 1.

If the Supervisory Authority finds that an enterprise fails to comply with PDF 10 2007 New Securities Trading Act Nov2007 obligations applicable to its branch pursuant to subsection 1 sentence 1, it shall require the enterprise to comply with its obligations within a period of time to be specified by the Supervisory Authority. If the company fails to comply with the request, the Supervisory Authority shall take all appropriate measures to ensure compliance with the obligations and inform the competent authorities of the home member state of the nature of the measures taken.

If the company fails to remedy the deficiency, the Supervisory Authority may, after informing the competent authority of the home member state, take all measures to prevent or penalise further contraventions. Where necessary, the Supervisory Authority may prevent the enterprise concerned from initiating any further transactions in Germany.

The Supervisory Authority shall inform the Commission of the European Communities without undue cAt of the measures taken pursuant to Nov20007 4 and 5. If the measures subsequently taken by the competent authority of the home member state are inadequate or if the enterprise continues to contravene other provisions of this part for other reasons, thus jeopardising the interests of investors or the orderly functioning of the market, the Supervisory Authority shall, after informing the competent authority of the home member state, take all the measures needed in order to guarantee investor protection and the orderly functioning of the markets.

Subsection 2 sentences 4 and 5 shall apply mutatis mutandis. The provisions of section 31 1 no. If a transaction within the meaning of Securitiea 1 is concluded in the execution of a client order, the investment services enterprises must however comply with the obligations to its client which are set forth in section 31 1 no. Financial futures and forward transactions within the meaning of sentence 1 and sections 37g and 37h are derivatives within the meaning of section 2 2 and warrants.

Sentence 1 shall apply mutatis mutandis to Arbitration agreements PDF 10 2007 New Securities Trading Act Nov2007 future legal disputes relating to investment services, ancillary services or financial futures and forward transactions shall be binding only if both parties to the agreement are merchants within the meaning of the Secufities Code Handelsgesetzbuch or legal persons under public law. The application for authorisation shall contain The Federal Ministry of Finance shall, by means of a Regulation not requiring the consent of the Bundesratprovide details with regard to the information required under sentence 2 and the documents to be presented.

The Federal Ministry of Finance may, by Securitifs of a Regulation, delegate this authority to the Federal Financial Supervisory Authority. Prior to granting the authorisation, the Supervisory Authority shall afford the stock exchange supervisory authorities of the Federal States an opportunity to comment on the application within a period of four weeks. The Supervisory Avt may Securiies trading participants domiciled in Germany who offer investment services in Germany from executing client orders through an electronic trading system of a foreign market if such markets or their operators grant trading participants domiciled in Germany direct market access through this electronic trading system without being authorised to do so.

Pursuant to the provisions set forth in this part, subject to section b 2 sentence 3 nos. The Supervisory Authority can also order an accounting audit without any particular reason sampling. The scope of each individual audit shall be Secuities in the audit order. Only the most recent approved annual financial statements and the corresponding management report or the most recent approved consolidated financial statements and the corresponding group management report as well as the most recent published condensed set of financial statements and the corresponding PDF 10 2007 New Securities Trading Act Nov2007 management report are subject to the audit; without prejudice to this, in the case of section 37p 1 sentence 2, the Supervisory Authority may audit the financial statements which were examined by the enforcement panel within the meaning of section b 1 of Tradin Commercial Code Handelsgesetzbuch enforcement panel.

If the Supervisory Authority orders an accounting audit after receiving a report from the enforcement panel pursuant to section 37p 1 sentence 2 no. Sentence 2 shall not apply to the audit of the condensed set of financial statements and the corresponding interim management report. If a special auditor has been appointed pursuant to section 1 or 2 or section 1 of the Stock Corporation Act, no audit is performed either, provided that the subject of the special audit, the audit report or a court decision concerning the ultimate findings by the special auditors are sufficient pursuant to section of the Stock Corporation Act.

Sentence 1 also applies to subsidiaries that are to be included in the consolidated financial Secyrities in accordance with the provisions of the Commercial Code. For the right of refusal to furnish information and the obligation to inform affected persons of this right, section 4 9 applies mutatis mutandis.

Section 4 4 sentence 2 applies mutatis mutandis. The inviolability of the home Article 13 of the Basic Law Grundgesetz shall be restricted accordingly. Furthermore, the Supervisory Authority may only exert the powers as defined in section 37o if At the request of the Supervisory Authority, the enforcement panel must explain the result and the conduct of the audit and submit an audit report. Without prejudice to sentence 2, the Supervisory Authority may take over the audit at any time if it is also conducting or has conducted an audit pursuant to section 44 1 sentence 2 of the Banking Act Kreditwesengesetz or section 83 1 no.

The Supervisory Authority waives the order pursuant to sentence 1 if the publication does not serve the public interest. Upon request by the company, the Supervisory Authority may waive the order pursuant to sentence Ach if the publication is likely to damage the legitimate interests of the Tradingg. It may communicate to these authorities the personal data of persons suspected of the offence, or persons who may be required to act as witnesses. The Supervisory Authority communicates all facts indicating a violation of exchange Tradin provisions by the company to the competent exchange supervisory authority.

Subsection 1 sentence 2 applies mutatis mutandis. To meet this obligation, it may communicate information to these authorities in accordance with section 7 2 sentences 1 and 2, also in conjunction with subsection 7. Section 37o 4 and 5 applies mutatis mutandis, with the proviso that the powers regulated therein shall extend Securitues all companies covered by the cooperation referred to in sentence 1, as well as all entities included in the consolidated financial statements of such companies.

To this end, it may provide these authorities with transcripts of decisions that it or the enforcement panel have made in individual cases. The transcripts of decisions may only be made available in anonymous form. Such a review is not required if the remedial decision or the ruling on the objection contains a PDF 10 2007 New Securities Trading Act Nov2007 for the first time. Sections 68 to 73 and 80 1 of the Rules of the Administrative Courts Verwaltungsgerichtsordnung apply mutatis mutandis to the objection procedure, unless otherwise provided for in this part.

Complaints shall have no suspensive effect. Prior to making the accounting documents specified in subsection 2 publicly available for the first time, any company which issues securities as a domestic issuer shall make a publication concerning the time and the website on which the accounting documents specified in subsection 2 will be publicly available in addition to their availability in the company register. Simultaneously with the publication of such announcement, the company shall notify the Supervisory Authority thereof and transmit the announcement without undue delay, however not before its publication, to the company register within the meaning of section 8b of the Commercial Code Handelsgesetzbuch in order to be stored there.

At, the company shall transmit without undue delay, but not before the publication of the announcement pursuant to sentence 2, the accounting documents specified in subsection 2 to Nov0207 company register in order to be stored there, unless the transmission is effected pursuant to section 8b 2 no. Furthermore, prior to making the half-yearly financial report publicly available for the first time, the company shall publish an announcement concerning the time and the website on which the report will be publicly available in addition to its availability in the company register.

Moreover, the company shall transmit without undue Teading, but not before the publication of the announcement pursuant to sentence 2, the half-yearly financial report to the company register in order to be stored there. The condensed set of financial statements shall be prepared in accordance with the accounting standards applicable to the annual financial statements. Where, in the case of publication, the annual financial statements are replaced by separate financial statements within the meaning of section 2a of the Commercial Code, the condensed set of financial statements shall be prepared oNv2007 accordance with the international accounting standards and provisions specified in section a 1 of the Commercial Code.

In respect of companies that issue shares Sscurities domestic issuers, the interim management report shall include major related parties transactions; such data may be provided in the notes to the half-yearly financial report instead. The auditor shall summarise the findings of his review in a certification in respect of the half-yearly financial report and publish such certification together with the half-yearly financial report.

If the condensed set of financial statements and half-yearly financial report have not Secruities reviewed by auditors or audited in accordance with section of the Commercial Code, a statement to 207 effect shall be made in the half-yearly financial report. Sections and of the Commercial Code shall apply mutatis mutandis. Prior to this, the company must publish an announcement concerning the time and website on which the interim management statement will be made publicly available in addition to its availability in the company register.

The company shall notify the Supervisory Authority of the announcement simultaneously with its publication and transmit it without undue delay, however not before its publication, to the company register within the meaning of section 8b of the Commercial Code Handelsgesetzbuch in order to be stored there. Furthermore, the company shall without undue delay, but not before the publication of the announcement pursuant to sentence 2, transmit the interim management statement to the company register in order to be stored there.

The quarterly financial report shall be transmitted to the company register without undue delay, however not before its publication. If the quarterly financial report is reviewed by auditors, sections and of the Commercial Code shall apply mutatis mutandis. However, the information to be prepared pursuant to the provisions of a third country shall be made available to the public, published and simultaneously notified to the Supervisory Authority in the manner prescribed No2007 section 37v 1 sentences 1 and 2, section 37w 1 sentences Nov2007 and 2, and section 37x 1 sentences 1 and 2, each of which also in conjunction with a Regulation pursuant to section 37v 3section 37w 6 Nov20077 section 37x 4.

Furthermore, the information shall be transmitted to the company register within the meaning of section 8b of the Commercial Code Handelsgesetzbuch without undue delay, however not before Acr publication, in order to be stored there. If experts are required for these preliminary proceedings, competent staff members of the Supervisory Authority may be called upon. The Supervisory Authority must be informed of Srcurities indictment and the application for an order imposing punishment.

If the public prosecutor's office intends to discontinue prosecution, it is required to hear the Supervisory Authority. In the case of proceedings in respect of criminal offences that have been committed by negligence, the communications set forth in nos. In this case it must be taken into consideration to which extent the information to be communicated is reliable. The Supervisory Authority may make publicly known incontestable measures that it has adopted due to contraventions of prohibitions or requirements of this Act on its website, provided that this is suitable and necessary to resolve or avoid irregularities in accordance with section 4 1 sentence 2, unless such publication would place the financial markets in considerable danger or Nsw cause disproportionate damage to the parties involved.

The Supervisory Authority shall publish on its website without undue delay any orders pursuant to section 4 2. An obligation pursuant to sentence 1 shall not exist if a notification pursuant to section 21 1 or 1a was made after 1 January and prior to 1 April This does not apply if he submitted to the issuer prior to 20 January a notification containing equivalent information; the content of the notification shall be in compliance with section 21 1also in conjunction with a Regulation pursuant to subsection 2.

Anyone who as per 20 January is entitled to a percentage of voting rights of five percent or more in an issuer whose home country is the Federal Republic of Germany on the basis of attribution pursuant to section 22 1 sentence 1 no. This does not apply if he submitted to the issuer prior to 20 January a notification containing equivalent information and if he was not attributed the voting rights pursuant to section 22 1 sentence 1 no.

Anyone who as PDFF 20 January holds financial instruments within the meaning of section 25 as amended prior to 1 March must notify the issuer whose home country is the Federal Republic of Germany by no later than 20 March of the percentage of voting rights he would hold if he held, instead of financial instruments, those shares that may be acquired under the Tdading binding agreement, unless his percentage of voting rights was below 5 percent.

This does not apply if he submitted a notification containing equivalent information to the issuer prior to 20 January ; the content of the notification shall be in compliance with section 25 1 as amended prior to 1 Marchalso in conjunction with sections 17 and 18 of the Securities Trading Reporting and Insider List Ordinance Wertpapierhandelsanzeige- und Insiderverzeichnisverordnung as amended prior to 1 March If a domestic issuer receives a notification pursuant to sentence 1, 3 or 5 he must publish it by PDF 10 2007 New Securities Trading Act Nov2007 later than 20 April pursuant to section 26 1 sentence 1, also in conjunction with a Regulation pursuant to subsection 3.

Furthermore, he shall transmit such Tradign without undue delay, however not before its publication, to the company register within the Securiites of section 8b of the Commercial Code Handelsgesetzbuch in order to be stored there. He shall simultaneously with the publication pursuant to sentence 7 notify the Supervisory Authority pursuant to section 26 2also in conjunction with a Regulation pursuant to subsection 3 no.

Sections 23, 24, 27 to 29 and 29a 3 shall apply mutatis mutandis to the obligations pursuant to sentences 1 to 9. Section 29a 1 and 2 shall apply mutatis mutandis to the PDF 10 2007 New Securities Trading Act Nov2007 pursuant to sentence 4. Such notification shall be submitted only after again reaching, exceeding or falling below a threshold under section The notification requirements Securitiez to section 25 in the version in force up to 1 March which were not fulfilled or were fulfilled incorrectly PDF 10 2007 New Securities Trading Act Nov2007 incompletely or not in the prescribed manner are to be fulfilled in consideration of section 25 1 sentence 3.

Sentences 1 and 2 shall apply Trxding mutandis to the notification requirement under section 25 subject to the proviso that the thresholds set forth in section Nv2007 are authoritative. Exempt from the ban under section 30h are transactions that were already concluded prior to 27 Julyprovided they are not prohibited under any other provision. The holder of a net short position as defined in section 30i 1 sentence 2 of 0. Exempt from the ban under section 30j are transactions used to close out positions in a credit derivative within the meaning of section 30j 1 no.

Section 34d 1 sentence 2, 2 sentence 2 or 3 sentence 2 shall apply to the reports mutatis mutandis. Section 31 3a in the version in Teading as from 1 July shall apply to buy recommendations for EU investment units EU -Investmentanteile only when the key investor information for these units has been prepared in accordance with the provisions of the respective home country and published by the EU investment company in accordance with section 1 sentence 2 of the Investment Act Investmentgesetzhowever, at the latest as from 1 July Up to this date, section 31 3 sentence 4 in the version in force until 30 June shall remain applicable to the distribution of the respective EU investment units.

Section 37a in the version in force up to 4 August shall apply to claims for damages which have arisen from 1 April up to and including 4 August The provisions of part 11 in the version in force since 21 December shall apply for the first time to financial statements for the financial year ending on 31 December or later. The Supervisory Authority shall begin to execute the duties assigned to it in part 11 as of 1 July Section 34 in the version in force from 5 August shall apply for the first time to investment advice provided after 31 December In the case of sentence 1 number 3, the costs are allocated proportionally based on the result from ordinary activities or, in cases where corresponding evidence is submitted, based on the gross proceeds from investment services or proprietary trading.

In the case of sentence 1 number 4, the costs are allocated to the issuers proportionally based on the stock exchange turnover of their securities admitted to trading or traded on the regulated unofficial market. The costs shall also include refundable amounts that could not be collected and shortfalls from the cost allocation of the previous year for which costs are to be reimbursed; refunds or shortfalls on which no final or incontestable judgement has yet been made shall be excepted from this provision.

The refundable amounts and shortfalls shall be added in full to the respective proportion of the costs arrived at based on sentence 1. The cost allocation shall be enforced by the Supervisory Authority pursuant to the provisions of the Act on Administrative Enforcement Verwaltungsvollstreckungsgesetz. This translation is furnished for information purposes only and may refer to an older version of the text. The original German text is binding in all respects.

Federal Financial Supervisory Authority. More : Welcome to BaFin …. More : Foreign companies …. More : Supervision …. What doesn't BaFin do?. Monday to Friday - 8 am to 6 pm. More : Acts and regulations …. More : Publications …. More : Newsletter …. Last amended by Article 3 of the Act of 22 June Federal Law Gazette I, p. Scope of application, definitions. Choice of home country. Powers to safeguard the financial system. Cooperation with other domestic authorities.

Cooperation with competent authorities in other countries. Reporting of suspicious transactions. Duty of the insolvency administrator. Prohibition of insider dealing. Notification, publication and transmission of inside information to the company register. Notification of transactions, publication and transmission to Securitues company register. Maintenance of insider lists.

Monitoring of the transactions effected by the persons employed by the Supervisory Authority. Retention of call data. Monitoring of credit rating agencies. Monitoring of compliance with the prohibition of stock exchange and market price manipulation. Prohibition of market manipulation. Notification, publication and transmission of changes in the percentage of voting rights to the company register.

Notification requirements applicable to the party subject to the notification requirement. Attribution of voting rights. Non-consideration of voting rights. Notification by group companies. Notification requirements relating to holdings in financial instruments. Publication obligations of the issuer and transmission to the company register.

Publication of the total number of voting rights and transmission to the company register. Proof of reported holdings. Notification requirements applicable to owners of qualifying holdings. Guidelines of the Supervisory Authority. Information necessary for exercising rights attached to securities. Publication of notifications and transmission by way of remote data transfer.

Amendments to the issuer's legal Seurities. Provisions relating to issuers from the European Union and the European Economic Area. Publication of additional information and transmission to the company register. Short selling and derivatives transactions. Ban on naked short-selling transactions in shares and certain debt securities. Notification and publication requirements for holders of net short positions.

Ban on certain credit derivatives. Conduct of business obligations, organisational requirements, transparency obligations. General rules of conduct. Transactions executed with eligible counterparties. Handling of client orders. Provision of investment and ancillary services through another investment services enterprise. Operation of a multilateral trading facility. Pre-trade and post-trade transparency requirements for multilateral trading facilities. Post-trade publication requirements for investment services enterprises.

Publication of quotes by systematic internalisers. Determination of the standard market size and functions of the Supervisory Authority. Execution of client orders by systematic internalisers. Access to quotes, terms of business of systematic internalisers. Best execution of client PDF 10 2007 New Securities Trading Act Nov2007. Employees and personal account dealing. Record-keeping and retention obligations.

Analysis of financial instruments. Use of employees in the provision of investment advice, as distribution officers or as compliance officers. Monitoring of compliance with the reporting requirements and the rules of conduct. Examination of reporting requirements and rules of conduct. Enterprises, organised markets and multilateral trading facilities domiciled Trzding another member state of the European Union or another signatory to the Agreement on the European Economic Area.

Advertising by investment services enterprises. Liability for incorrect or omitted capital market information. Liability for damages due to failure to publish inside information without undue delay. Liability for damages based on the publication of false inside information. Financial futures and forward transactions. Exclusion of the objection pursuant to section of the Civil Code. Prohibited financial futures and forward transactions. Markets in financial instruments domiciled outside the European Union.

Refusal of the authorisation. Revocation of the authorisation. Monitoring of company financial statements, publication of Tradinng reports. Monitoring of company financial statements. Auditing of company financial statements and reports. Ordering of an accounting audit and the investigatory powers of the Supervisory Authority. Results of the audit by the Supervisory Authority or the enforcement panel. Notifications to other authorities. Publication and transmission of financial reports to the company register.

Provisions concerning criminal penalties and administrative fines. Provisions concerning criminal penalties. Provisions concerning administrative fines. Involvement of the Supervisory Authority and information in criminal cases. Transitional provisions concerning notification and publication requirements. Transitional provisions concerning the obligation to reimburse costs pursuant to section Transitional provision governing the ban on naked short-selling transactions in shares and certain debt securities under section 30h.

Transitional provision governing the NNov2007 and publication requirements for holders of net short positions under section 30i. Transitional position governing the ban on credit derivatives under section 30j. Transitional provisions governing 110 use of employees under section 34d. Transitional provisions governing key investor information.

Transitional provisions governing the limitation of claims for damages pursuant to section 37a. Transitional provisions governing foreign organised markets. Application of part Application of the Transparency Directive Implementation Act. Application of section Scope of application, definitions. Choice of home country. Powers to safeguard the financial system. In particular, the Supervisory Authority may temporarily.

It shall advise the Supervisory Authority, in particular. The Securities Council may submit proposals to the Supervisory Authority concerning the general development of supervisory practice. Cooperation with other domestic authorities. Cooperation with competent authorities in other countries. In the event that the Supervisory Authority fails to comply with a request or exercises its right pursuant to sentence 1, it shall without undue delay notify the requesting authority and provide the grounds; in the case of a refusal pursuant to sentence 1 no.

Disclosure or utilisation shall specifically not be deemed made without authorisation as defined in sentence 1 of this subsection, if facts are communicated to. In addition, the report must contain Reporting of suspicious transactions. Duty of the insolvency administrator. Insider securities are financial instruments. Specifically, inside information refers to information about circumstances which are not public knowledge within the meaning of sentence 1, which.

Prohibition of insider dealing. Securjties, publication and transmission of inside information to the company register. Subsection 1 sentence 6 as well as subsections 2 and 3 apply mutatis mutandis. Notification of transactions, publication and transmission to the company register. The obligation pursuant to sentence 1 applies only to issuers of such shares that.

The submission or public announcement of an application for admission is deemed equivalent to admission to trading on an organised market. Maintenance of insider Tracing. Monitoring of the transactions effected by the persons employed by the Supervisory Authority. Retention of call data. Monitoring of credit rating agencies. Monitoring of compliance with the prohibition of stock exchange and market price manipulation. Prohibition of market manipulation. Sentence 1 applies to financial instruments that.

Notification, publication and transmission of changes in the percentage of voting rights to the company register. Notification requirements applicable to the party subject to the notification requirement. Attribution of voting rights. For the purpose of attribution pursuant to sentence 1 nos. L of 17 Novemberp. However, in respect of the attribution of voting rights, an investment services enterprise shall be deemed a subsidiary within the meaning of subsection 3 if the party subject to the notification requirement or another subsidiary of the party subject to the notification requirement owns shares in holdings managed by the investment services enterprise, and the investment services enterprise may not exercise the voting rights attached to such holdings at its own discretion but only under direct or indirect instructions from the party subject to the notification requirement or another subsidiary of the party subject to the notification requirement.

Non-consideration of voting rights. The person may submit the notification at the time from which he intends to commence market making activities in the shares concerned. Notification by group companies. If the party subject to the notification requirement belongs to a group for which consolidated financial statements must be prepared in accordance with sections and i of the Commercial Code Handelsgesetzbuchthe notification requirements specified in section 21 1 and 1a may be met by the parent undertaking or, if the parent undertaking is itself a subsidiary, by its parent undertaking.

Notification requirements relating to holdings in financial instruments. Publication obligations of the issuer and transmission to the company register. Publication of the total number of voting rights and transmission to the company register. A domestic issuer shall publish in the manner Acf for in section 26 1 Neew 1, also in conjunction with a Regulation pursuant to subsection 3 no.

Proof of reported holdings. Notification requirements PDF 10 2007 New Securities Trading Act Nov2007 to owners of qualifying holdings. In respect of the aims underlying the purchase of the voting rights, the party subject to the notification requirement shall notify whether. With regard to the origin of the funds used, the party subject to the notification requirement must state whether these are own funds or external funds raised by the party subject to the notification requirement in order to finance the purchase of the voting rights.

Guidelines of the Supervisory Authority. Publication of notifications and transmission by way of remote data transfer. If such publication in the electronic Federal Gazette is required also under other provisions, one single publication is sufficient. Amendments to the issuer's legal basis. Provisions relating to issuers from the European Union and the European Economic Area. Publication of additional information and transmission to the company register. Furthermore, the domestic issuer shall transmit such information without undue delay, but not before such information has been published, to the company register within the meaning of section 8b of the Commercial Code Handelsgesetzbuch in order to be stored there.

Short selling and derivatives transactions. Ban on naked short-selling transactions in shares and certain debt securities. A transaction shall be deemed a naked short sale if, by the close of the day on which the respective transaction has been entered into, the seller of the securities referred to in sentence The Federal Ministry of Finance may, by means of a Regulation and without requiring the consent of the Bundesratdelegate the authority pursuant to sentence 1 no.

Notification and publication requirements for holders of net short positions. The Federal Ministry of Finance may, by means 20007 a Regulation and without requiring Securitiies consent of the Bundesratdelegate the authority pursuant to sentence 1 to the Supervisory Authority. Ban on certain credit derivatives. The intention to take up an activity described in sentence 1 must be reported to the Supervisory Authority without undue delay, providing details of the relevant credit derivatives pursuant to subsection 1 in each case.

The Federal Ministry of Finance may, by means of a Regulation not requiring the consent of the Bundesratdelegate the authority pursuant to sentence 1 to the Supervisory Authority. Conduct of business obligations, organisational requirements, transparency obligations. General rules of conduct. Where information is provided on financial instruments or their issuers containing either directly or indirectly a general recommendation for a particular investment decision.

The information must relate to. The information Trafing be provided in a standardised format. Professional clients within the meaning of sentence 1 are. Central Banks, international and supranational institutions such as the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organisations. They shall be deemed professional clients with respect to all financial instruments, investment services and ancillary services.

The following shall be deemed equivalent to eligible counterparties if they have agreed to be treated as eligible counterparties for all transactions or for individual transactions A change in the categorisation shall only be considered if the retail client satisfies, as a minimum, two of the following three criteria The investment services enterprise must inform the retail client in writing that, owing to the change in categorisation, the protection provisions relating to retail clients Nov0207 forth in this Act no longer apply.

Transactions executed with eligible counterparties. Handling of client orders. If the investment services enterprise accepts an inducement from a third party commissioned by the client, or if it grants such an inducement to such a third party, this shall not be deemed an inducement within the meaning of sentence 1. Provision of investment and ancillary services through another investment services enterprise.

Where an investment services enterprise receives an order through another investment services enterprise to provide investment or ancillary services on behalf of a client, the enterprise receiving the order shall be responsible for performing the investment or ancillary service in compliance with the provisions of this part subject to the following proviso Operation of a multilateral trading facility. Pre-trade and post-trade transparency PDF 10 2007 New Securities Trading Act Nov2007 for multilateral trading facilities.

Post-trade publication requirements for investment services enterprises. Publication of quotes by systematic internalisers. Determination of the standard market size and functions Nfw the Supervisory Authority. Execution of client orders by systematic internalisers. Access to quotes, terms of business of systematic internalisers. As part of the arrangements to be established pursuant to sentence 2 no. The Supervisory Authority publishes on its website a list of the foreign supervisory authorities with which it maintains adequate Nlv2007 agreements within the meaning of sentence 1 no.

Best execution of client orders. Where the execution policy within the meaning of subsection 1 no. Employees and personal account dealing. Record-keeping and retention obligations. Analysis of financial instruments. Financial analyses may only be communicated or publicly distributed if they have been produced and presented in a fair manner, and.

Use of employees in the provision of investment advice, as distribution officers or as compliance officers. Before the employee takes up the activity specified in sentence 1, the investment services enterprise must report to the Supervisory Authority. In addition, the investment services enterprises must report to the Supervisory Authority. The Supervisory Authority may Securjties on its website orders within the meaning of sentence 1 that have become non-appealable, unless such publication is likely to damage the Neew interests of the company.

Monitoring of compliance with the reporting requirements and the rules of conduct. Examination of reporting Securiteis and rules of conduct. Enterprises, organised markets and multilateral trading facilities domiciled in another member state of the European Union or another signatory to the Agreement on the European Economic Area. Advertising by investment services enterprises. Liability for incorrect or omitted capital market information. Liability for damages due to failure to publish inside information without undue delay.

Liability for damages Securitkes on Securlties publication of false inside information. Financial futures and forward transactions. Exclusion of the objection pursuant to section of the Civil Code. Prohibited financial futures and forward transactions. Sentence 1 shall apply mutatis mutandis to. Arbitration agreements on future legal disputes relating to investment services, ancillary services or financial futures and forward transactions shall be binding only if both parties to the agreement are merchants within the meaning of the Commercial Code Handelsgesetzbuch or legal persons under public law.

Markets in financial Seckrities domiciled outside the European Union. The application for authorisation shall contain. The Federal Ministry of Finance shall, by means of a Regulation not requiring the No2v007 of the Bundesratprovide details with regard to the information required under sentence 2 and the documents to be presented. Refusal of the authorisation.

The authorisation shall be refused if. Revocation of the authorisation. Monitoring of company financial statements, publication of financial reports. Auditing of company financial statements and reports. Ordering of an accounting audit and the investigatory powers of the Supervisory Authority. Furthermore, the Supervisory Authority may only exert the powers as defined in section 37o if. At the request of the Supervisory Authority, the enforcement panel must explain the result and the conduct of the audit and submit an audit report.

Results of the audit by the PDF 10 2007 New Securities Trading Act Nov2007 Authority or the enforcement panel. Notifications to other authorities. Publication and transmission of financial reports to the company register. If a parent enterprise has the obligation to prepare consolidated financial statements and a group management report, sections 37v to 37x shall apply subject to the following proviso The annual financial report shall also contain the audited consolidated financial statements prepared in accordance with Regulation EC No.

The statutory Tradinf of the parent Securitise shall prepare and publish the half-yearly financial report for the parent enterprise and the subsidiaries to be included in the consolidation taken as a whole. Section 37w 3 shall apply mutatis mutandis if the parent enterprise has the obligation to prepare the consolidated financial statements in accordance with the international accounting standards and provisions specified in section a 1 of the Commercial Code.

The information provided in the interim management statement of a parent enterprise pursuant to section 37x 2 sentence 2 shall refer to the parent enterprise and the subsidiaries to be included in the consolidation taken as a whole. Provisions concerning criminal penalties and administrative fines. Provisions concerning criminal penalties. Provisions concerning administrative fines. Article 6 2 in conjuction with sub-paragraph 1 of paragraph 8 of Section B of Annex I.

Article 6 2 in conjuction with sub-paragraph 7 of paragraph 2 of Section A of Annex I. Involvement of the Supervisory Authority and information in criminal cases. Transitional provisions concerning notification and publication requirements. Transitional provision governing the ban on naked short-selling transactions in shares and certain debt securities under section 30h. Transitional provision governing the notification and publication requirements for holders of net short positions under section 30i.

Transitional position governing the ban on credit derivatives under section 30j. Transitional provisions governing the use of employees under section 34d. Transitional provisions governing key investor information. Transitional provisions governing the limitation of claims for damages pursuant to section 37a. Transitional provisions governing foreign organised markets. Allocation of Costs and Costs.

In the case of sentence 1 numbers 1 and 2, the costs are allocated proportionally based on the volume of transactions reported pursuant to section 9 1 ; the number of transactions is the determining criterion in this context, with only a third of the transactions to be taken into account for bonds. Did you find this article helpful? We appreciate your feedback.

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Regulations to the Securities Trading Act These regulations provide supplementary provisions to Act of 29 June No. 75 on securities manner to the new. SECURITIES TRADING ACT Copenhagen, Denmark; May 10, Securities Trading Act, Genmab A/S (CSE: a new proprietary. Translation date: September Act on Securities Trading (Securities Trading Act) previous Act on Securities Trading.