CHAPTER IVInformation and incorporation by reference

Article 28Arrangements for incorporation by reference

1

Information may be incorporated by reference in a prospectus or base prospectus, notably if it is contained in one the following documents:

  1. (1)

    annual and interim financial information;

  2. (2)

    documents prepared on the occasion of a specific transaction such as a merger or demerger;

  3. (3)

    audit reports and financial statements;

  4. (4)

    memorandum and articles of association;

  5. (5)

    earlier approved and published prospectuses and/or base prospectuses;

  6. (6)

    regulated information;

  7. (7)

    circulars to security holders.

2

The documents containing information that may be incorporated by reference in a prospectus or base prospectus or in the documents composing it shall be drawn up following the provisions of Article 19 of Directive 2003/71/EC.

3

If a document which may be incorporated by reference contains information which has undergone material changes, the prospectus or base prospectus shall clearly state such a circumstance and shall give the updated information.

4

The issuer, the offeror or the person asking for admission to trading on a regulated market may incorporate information in a prospectus or base prospectus by making reference only to certain parts of a document, provided that it states that the non- incorporated parts are either not relevant for the investor or covered elsewhere in the prospectus.

5

When incorporating information by reference, issuers, offerors or persons asking for admission to trading on a regulated market shall endeavour not to endanger investor protection in terms of comprehensibility and accessibility of the information.