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Detailed Changes since April 1994 (including Proposed Changes)

Luxembourg

1) Listing requirements concerning the admission of shares of recently created companies.

By ministerial regulation of 16 May 1994, additional requirements have been set up according to which, in the case of shares of a company which is not in a position to have published or registered, in accordance with the relevant laws and regulations, its annual accounts for the three financial years preceding the application or admission to official stock exchange listing, the following additional documents have to be filed with the Luxembourg Stock Exchange:

a) - a detailed and up-to-date curriculum vitae evidencing the professional experience and the knowledge necessary to the performance of the company's activity.

-a judicial record extract or any similar documents,

-banking references,

concerning the persons sitting on the administrative, management and supervisory bodies and who have a significant influence on the performance of the company's business, or concerning the persons responsible for the company's management and entitled to actually define the guidelines for the company's operation.

b) three year estimates including, in particular, financial forecasts for the development of the planned activities, which shall be established or approved by one or several independent and specialized experts or organizations.

2) Periodic information to be published by recently created companies.

Furthermore to the normal periodic information, recently created companies have to publish until the end of their third financial year an interim report covering the first and the three quarters of the current financial year. These interim reports shall be made available to the public within three months following the period in question.

3) Publication of financial forecasts in the listing particulars.

Pursuant to the circular 94/5 of 30 June 1995 issued by the Commissariat aux Bourses, companies which are not able to present annual accounts for the three consecutive years preceding the official application for listing will have to publish financial forecasts for three years. Forecasts in this case mean any indications relating to the activities into which the company has engaged or is intending to engage, to the viability of the company's business, its commercial potentials and any other evaluation as to the evolution of its financial results. Such forecasts must be set up by an independent expert or consultant or be submitted to an independent expert or consultant in the case they have been set up by the company itself. The prospectus must mention in all cases that these forecasts do not bind the company with respect to future results and that these forecasts are included in the prospectus solely for information purposes.

Companies which do not need waivers of the requirement for three years' annual accounts must include in the prospectus information on recent developments and business outlook. Information on business outlook has to cover at least the current year. If the financial forecasts exceed one year, the forecasts will have to comply with the same rules as those applicable to companies which are in a situation where they need a waiver, i.e. the forecasts will have to be set up by or submitted to an independent expert or consultant, and the prospectus will have to mention that these forecasts do not bind the company with respect to future results and that these forecasts are included in the prospectus solely for information purposes.

4) Listing requirements concerning transferable securities which have been officially listed in another Member State of the European Economic Area for not less than three years before the application for admission to official stock exchange listing.

The Grand-ducal regulation of 28 December 1990 on the requirements for the drawing-up, scrutiny and distribution of the prospectus to be published where transferable securities are offered to the public or of listing particulars to be published for the admission of transferable securities to official stock exchange listing has been modified by a Grand-ducal regulation of 28 June 1995.

The latter provides a total exemption from the obligation to publish listing particulars or a public offer prospectus where transferable securities of which admission to official stock exchange listing is applied for, have been officially listed in another Member State of the European Economic Area for not less than three years before the application for admission to official stock exchange listing and where, to the satisfaction of the Commissariat aux Bourses, the competent authorities of the Member State(s) of the European Economic Area in which the issuer's securities are officially listed have confirmed that during the preceding three years or during the whole period the issuer's securities have been listed, if that is less than three years, the issuer has complied with all the requirements concerning information and admission to listing imposed by Community Directives.

Instead of listing particulars, these issuers must publish a specific document which is enfaced in due form with the visa by the Luxembourg Stock Exchange. That document can be considered as an abridged version of listing particulars and contains the following information:

1) the latest annual report and the latest audited annual accounts,

2) the issuer's latest half-yearly report for the financial year in question where it has already been published.

3) any listing particulars, prospectus or equivalent document published by the issuer in the 12 months preceding the application for official stock exchange listing,

4) the details of any significant change or development which has occurred since the date to which the documents referred to in points 1) to 3) relate,

5) a statement that application has been made for admission to official stock exchange and some general information on the shares, the certificates representing the shares, the debt securities and in the case of convertible debt securities, of debt securities with warrants or of warrants, information must be given on the nature of the shares offered by way of conversion, exchange or subscription.

6) information specific to the Luxembourg market,

7) a declaration by the persons responsible for the information given in accordance with the above-mentioned points 4), 5), and 6) that such information is in accordance with the facts and contains no omission likely to affect the import of the document,

8) the following information where it is not already given in the documents provided for under points 1) to 5):

- the composition of the company's administrative, management and supervisory bodies and the functions performed by the individual members,

- some general information about the capital,

- details of the interests of which the company is aware in the shares of the company of major shareholders as communicated to the company pursuant to the law of the company's country of incorporation and, if different, pursuant to the requirements of the competent authority of the State where the company has its primary listing,

- possible reports concerning the last published annual accounts by the auditors required by the national law of the country within the territory of which the issuer's registered office is situated.

The above-mentioned Grand-ducal regulation of 28 June 1995 also provides that the Commissariat aux Bourses is the competent authority which will confirm on request by a company officially listed on the Luxembourg Stock Exchange that the company has complied with all the requirements concerning information and admission to listing imposed by Community Directives.

According to said regulation the prospectus relating to a public offer of securities or the listing particulars for admission to official stock exchange listing and/or any other advertisement documents used for a public offer for admission to official stock exchange listing must either be published in French, German or English, or be translated into one of these languages.

That regulation further provides that where a document is published in lieu of listing particulars as specified above, advertisements, notices, posters and documents merely announcing that admission to the official stock exchange listing and specifying the major features of the transferable securities, and any other documents relating thereto, due to be published by the issuer or on the issuer's behalf, shall be communicated in advance to the Luxembourg Stock Exchange which shall determine whether such documents should be scrutinized before publication.

Any advertisement or information document shall contain a reference to the said document and indicate where it may be obtained.

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