Australia - The Corporations Law enables documents to be incorporated by reference in a prospectus if they are required to be lodged with the ASC and the prospectus includes a "summary" of the document. The requirements are set forth in s1024F (1) of the Corporations Law. For the purposes of s1024F, the ASC accepts as a "summary" of a document, a description which is accurate and sufficient to indicate whether a person needs to obtain a copy of the document, or part of it, being incorporated by reference.

Further, the ASC is prepared to allow incorporation into a prospectus of a document lodged at the same time as the prospectus. The document must exist when the prospectus is signed, must be lodged no later than the prospectus and must have been lodged as required or allowed by another provision of the Corporations Law.

The European Union - There are three systems in operation within the European Union, although two of these systems are not strictly incorporation by reference.

Under Art. 6 (1) of the Listing Particulars Directive, the supervisory authorities in Germany, Italy, Luxembourg, Spain and the UK allow a company issuing securities in certain circumstances to circulate a document published within the previous 12 months and approved by that authority in lieu of a new document, providing a note is attached to the earlier document describing the characteristics of the issue and containing any updates as necessary (any material changes, accounts for the latest financial year, interim financial statements).

In Belgium, France and Spain this Article forms the basis for a "shelf registration" system whereby a "shelf document " containing general information on the company and financial statements is submitted to and approved by the supervisory authority on an annual basis. When an issue is made an "issue document " is published which contains the characteristics of the offering and any applicable updating of the shelf document and which must be approved by the supervisory authority.

Finally, two countries permit incorporation by reference, notably Luxembourg (for Eurobonds only, under Article 10 of the Listing Particulars Directive) and the Netherlands.

Japan - A company is able to incorporate by reference under the Securities and Exchange Law Section 5-3, and the Ministerial Ordinance regarding the Disclosure of the Company, Section 9-3.

Ontario and Quebec - Ontario has a prompt offering qualification system (the "POP system") for the distribution of securities of eligible issuers which was designed to shorten the time period and to streamline the procedures by which these issuers and their selling security holders could have access to the Canadian capital markets through a prospectus offering. The POP system permits the incorporation of certain information by reference. The requirements are set forth in National Policy No. 47 - Prompt Offering Qualification System, and National Policy No. 44 - Rules for Shelf Prospectus Offerings and for Pricing Offerings After the Final Prospectus is Receipted. report and the articles of association.

Switzerland - Incorporation by reference is possible if equity securities of the issuer are already listed and the new equity securities are offered to holders of equity securities on the basis of ordinary or preferential subscription rights either with or without payment, or have been made available for the servicing of convertible debt securities or warrants. In such cases, all information which is specially marked in Annex I of the Listing Rules may be omitted from the listing particulars, provided such information was included in the last annual report or the last interim report and there have been no material changes since. In the latter case, the documents in question to which reference is made in the listing particulars are an integral part of the listing particulars and must be provided with them. Furthermore, incorporation by reference is also permitted with respect to earlier listing particulars provided such earlier listing particulars are, as of the date of the publication, not older than three months. However, in all cases of incorporation by reference, the principle of up-to-date information remains valid.

The United States - A foreign company generally may incorporate previously filed reports by reference into a registration statement under the Securities Act of 1933, both on a going forward basis as well as retroactively, if it meets certain eligibility criteria. The company must have been subject to and satisfied the reporting requirements of the Securities Exchange Act of 1934 for at least 12 months, have filed at least one annual report, and the worldwide market value of voting securities held by nonaffiliates of the company must be at least $75 million. There is an exception to the $75 million requirement if the company is registering non-convertible investment grade securities. The registration statements that permit incorporation by reference are Forms F-2, F-3 and F-4.