Australia - The Corporations Law does not set out the circumstances in which a forecast is required to be included in a prospectus in order to comply with the general disclosure requirements under s1022. This decision will need to be assessed by the directors of the issuer of the prospectus on a case by case basis.

The recently amended ASC Practice Note 63 sets forth guidance on forecasts and distinguishes between financial forecasts and projections. A forecast or projections may be implied in other statements contained in a prospectus. For example, in some circumstances a projection in a prospectus may be taken by implication to contain a forecast, in the sense of a statement about likely future results prepared on best-estimate assumptions. An implication of this kind arises if investors may be led to infer from the way in which the projection is specified in a prospectus that the issuer expects the projected results to in fact occur. The ASC does not consider that the provisions of the Corporations Law prohibit projections. However great care should be taken when including a projection in a prospectus to ensure that it will be clear to the reader that the projection is merely hypothetical and not a prediction. If readers are not warned of the limitations of a projection it will be misleading.

Finally, s765 of the Corporation Law stipulates that when a person makes a representation with respect to any future matter and the person does not have reasonable grounds for doing so, the representation is taken to be misleading.

The European Union - The Listing Particulars Directive (Schedule A paragraphs 7.1 and 7.2) requires a company to give:

"General information on the trend of the issuer's business since the end of the financial year to which the last published annual accounts relate, in particular:

• the most significant recent trends in production, sales and stocks and the state of the order book, and
• recent trends in costs and selling prices.

Information on the issuer's prospects for at least the current financial year."

Other information on projections and forward looking information is neither mandatory or forbidden under the Directive. The following EU countries have additional requirements:

Belgium and Germany - It should be indicated if this information has been audited by the auditors.

France - If the company makes a projection, a limited review must be conducted by the auditor or a negative statement must be given.

Luxembourg - Companies which are not able to present annual accounts for the three consecutive years preceding the official application for listing will have to complete their application for listing with forecasts established 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 their 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 need such a waiver of the requirements for three years' annual accounts must publish quarterly financial statements for the period for which the waiver has been granted initially, i.e., at least until publication of the annual reports of the third year, and the prospectus will have to mention that the quarterly reports will be available at the place mentioned. Companies which do not need waivers of the requirement for three years annual accounts and who make a forecast would need to submit that forecast 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.

Spain - Projections applicable to the current fiscal year in which the prospectus is filed are regulated in "Annex A" of the Ministerial Order of July 12, 1993 and in the Ministerial Order of June 19, 1997. This regulation requires projections for a maximum of two financial or fiscal years; the information must be reviewed by an independent expert, whose report must be included in the prospectus.

The United Kingdom - Profit forecasts in listing particulars generally have to be reported on by an issuers' sponsors and auditors or reporting accountants. However, where the laws or regulation in the country where an overseas company has its primary listing require a statement to be included in listing particulars as to the future prospects of the company which constitutes a profit forecast, the London Stock Exchange will allow its inclusion without the need for it to have been reported on provided that the issuer confirms to the Exchange in writing that the statement has been properly compiled on a basis consistent with the accounting policies normally adopted by the company and has been made after due and careful inquiry.

Where new companies do not have an adequate trading record (such as scientific research based companies and companies undertaking major capital projects) they may be required to include an estimate of future funding and profit and dividend projections which will need to be reported on.

Hong Kong - If a profit forecast is presented, it must be examined and reported on by the reporting accountants. A report from the company's sponsors is also required.

Japan - Disclosure of projections and forward looking information is neither prohibited nor required. There are some cases where foreign companies voluntarily provide this type of information.

Mexico - Projections of financial statements are not required in the prospectus, however if the issuer decides to disclose such information, it has to justify its projections adequately. The issuer also has to provide an explanation of the way the projections were calculated, all the assumptions taken into account, and the risk of failure in the projection results.

Ontario and Quebec - The decision of whether to publish future oriented financial information ("FOFI") and the responsibility for published FOFI rests with the issuer. The manner in which FOFI in prospectuses and continuous disclosure documents is to be prepared, disclosed, dated, subsequently compared with actual results and updated where applicable, and the involvement of auditors is specified in National Policy No. 48. In Ontario, reference is also made to O.S.C. Policy No. 5.10 - Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operations. In Quebec, reference is made to Quebec's policy statement Q-11 - Future-oriented financial information.

The United States - The inclusion of forward-looking information that has a reasonable basis in filed documents is encouraged by the SEC. A statement of the SEC's position is set forth in Item 10 (b) of Regulation S-K. There is a statutory safe harbor for forward-looking statements made by certain reporting issuers and specified persons that is set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This safe harbor permits greater flexibility to those who make use of the statutory protections; a safe harbor for issuers who make oral forward-looking statements also is provided. In addition, in Rule 175 under the Securities Act of 1933, there is a regulatory safe harbor for forward-looking statements of issuers or outside reviewers retained by issuers, made in documents filed with the SEC. This safe harbor generally provides that such statements will not be deemed to be fraudulent statements unless the statements were made or reaffirmed without a reasonable basis or were disclosed other than in good faith.