These International Disclosure Standards have been issued by IOSCO, with a recommendation that IOSCO members accept in their respective home jurisdictions a disclosure document containing the information set forth in the Standards. Additional actions may be needed in some jurisdictions to implement the Standards, and issuers are encouraged to verify that the Standards are in effect in the host country jurisdiction prior to their use. The International Disclosure Standards provide alternative standards for the preparation of a single disclosure socument by foreign issuers, but do not necessarily replace a jurisdiction's existing disclosure requirements for foreign or domestic issuers or preclude foreign issuers from complying with those existing requirements if permitted by the host jurisdiction.

Scope of Standards

Part I sets out International Disclosure Standards for use by companies in connection with cross-border public offerings and listings of equity securities. The Standards apply to listings and public offers and sales of equity securities for cash. Unless otherwise indicated, the Standards are intended to be used for prospectuses, offering and initial listing documents and registration statements. Companies engaged in specialized industries (i.e., banking, insurance, mining and oil and gas companies) may be required to provide additional information in certain countries, and the sources of these requirements are set forth in Part II. Part II also illustrates information of a general nature and other disclosure requirements that may apply in certain countries. The disclosure requirements for certificates representing shares, such as depository receipts, voting trust certificates or similar forms of ownership representation, are referenced in Part II. Companies should review the disclosure requirements in any jurisdiction in which they plan to offer or list securities to determine whether there are additional requirements similar to those referenced in Part II or whether any of the current Part II requirements have changed.

The International Disclosure Standards relate to non-financial statement disclosure requirements and do not address the issue of which bodies of accounting or auditing principles may be followed by the issuer in preparation of its financial statements. The Standards do not address disclosure requirements that may apply in some countries in connection with other types of transactions, such as business combinations, tender offers, exchange offers, "going private" transactions or interested party transactions. The Standards also do not apply to collective investment schemes, or to "start up" companies with no history of operations. The Standards do not address continuous reporting disclosure mandates which may arise, for example, out of insider trading laws, requirements to disclose material developments or antifraud prohibitions. The Standards also do not address suitability criteria that may be imposed by stock exchanges in connection with listings of equity securities, such as the company's operating history, asset size, profitability, market float, share price, etc.

Cross-Border

An offering or listing of securities is considered to be "cross-border" when it is directed to one or more countries other than the company's home country (whether or not the offering or listing also is being made concurrently in the company's home country). Generally speaking, therefore, in a particular host country the International Disclosure Standards can be applied to offerings or listings by all foreign companies, with the following exceptions:

In Australia, the Standards will not apply to companies incorporated in New Zealand that are listed or seeking to be listed on an Australian Securities Exchange.

In Canada, the Standards will not apply to companies organized in the United States that use the Canadian Multijurisdictional Disclosure System with the United States, described in National Policy No. 45. The Standards will not apply to a company legally organized, incorporated or established in Canada for offerings within Canada.

In the European Union, offerings or listings by a company registered in an EU member state that only take place within EU member states will not be considered to be cross-border (but see also Item XX, Mutual recognition in the European Union in Part II).

In Hong Kong, the Standards will only apply to companies whose primary listing is on a stock exchange approved under the Stock Exchange of Hong Kong's Listing Rule 19.30 as being an exchange that is a "regulated, regularly operating, open stock market recognized for this purpose by the Exchange" and the issuer "conducts its business and makes disclosure according to the accepted standards in Hong Kong".

In the United States, the Standards will not apply to (1) companies that are organized in a foreign country but do not meet the Securities and Exchange Commission's definition of a "foreign private issuer" as set forth in Rule 405 under the Securities Act of 1933, as amended, or in Rule 3b-4 under the Securities Exchange Act of 1934, as amended; or (2) companies organized in Canada that register under the U.S. federal securities laws using the rules and forms provided for in the U.S. Multijurisdictional Disclosure System with Canada.

Materiality

In addition to the specific disclosures described below, most countries rely on an overriding principle that, in connection with a registration or listing of securities or a public offering of securities, a company should disclose all information that would be material to an investor's investment decision and that is necessary for full and fair disclosure. Thus, information called for by specific requirements contained in these Standards may need to be expanded under this general principle, where supplemental information is deemed to be material to investors and necessary to keep the mandated disclosure provided pursuant to specific requirements from being misleading. The formulation of this general principle varies somewhat in different countries, and a more detailed description is set forth in Item I of Part II.

Omission of Information

If a disclosure requirement is inapplicable to an issuer's sphere of activity or legal form, no information need be provided in response to that requirement, although equivalent information should be given, if possible. The host country securities regulators in some countries may permit information to be omitted in certain limited circumstances, as in the case of information that is required by law to be kept secret, that may not be disclosed for public policy reasons or that represents a trade secret or proprietary information. See Part II for more information on the specific circumstances in which information may be omitted.

Supplementary Information

Any significant change or any inaccuracy in the contents of the document which may materially affect the company or its securities, that occurs between the date of publication of the document and the date of sale or listing must be adequately disclosed and made public. See Part II for additional information.

Equivalence of Information

Various countries require that all information with respect to the company of importance to shareholders made public in other markets be made public in the host country, as well, whether or not disclosure of such information would otherwise be required in the host country.

Presentation

Although the information headings and order of presentation are not mandatory, it is recommended that the format of these Standards be followed to enhance comparability. If the same information required by these Standards is also required by the body of accounting principles used in preparing the financial statements, the information need not be repeated, as long as there is a cross-reference to the location of the information. It is also recommended that a table of contents be provided at the beginning of the document. The Standards assume that all information contained in a document will be provided in a language acceptable to the host country.