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REFERENCE TABLE Annex XVI Prospectus Regulation Minimum Disclosure Requirements for the Registration Document for securities issued by Member States, third countries and their regional and local authorities (schedule) Please fill in general details below and per item detailed page and paragraph references to the (base) prospectus, or ‘not applicable’ (including a short explanation why you feel this item is not applicable). In case a compare version of the prospectus will be provided, then we request to provide references to the compare. Name issuing/offering entity: Nature of transaction / (base)prospectus: Date of submitted draft of (base)prospectus: Other annexes applied for the (Base) Prospectus: 1. 1.1 Draft number: General points of attention drafting a prospectus Layout of the prospectus Please be aware that the prospectus has to be structured strictly in accordance with Article 25 of the Prospectus Regulation (PR). Please note that the summary chapter has to comply with the requirements set-out in article 5:14 Wet op het financieel toezicht (Wft) implementing article 5(2) of the Prospectus Directive (PD) The issuer may include a brief cover note which has general information about the issuer and the issue, but this cover note is not a substitute for the summary or the disclosure requirements under the PR. Further information: - Prospectus Directive 2003/71/EC → Article 5(2) - European Commission’s Regulation on Prospectuses no. 809/2004 → Article 25 - ESMA Faq →Order of the information in the prospectus 2. 2.1 Documents incorporated by reference Article 28(1) PR provides a non-exhaustive list with documents containing information that could be incorporated by reference, taking into account article 28(5) PR prohibiting the use of incorporation by way of reference should this endanger investor protection in terms of comprehensibility and accessibility of the information. Also, please include specific references to where and how the documents incorporated by reference can be obtained. If appropriate, a cross reference list should be provided to enable investors to easily identify specific items of information (article 11(2) PD). Please note that the language rules of the Prospectus Directive 2003/71/EG also apply to documents incorporated by reference. In case only certain parts of a document are incorporated by reference in the prospectus, a statement is required that the non-incorporated parts are either not relevant for the investor or covered elsewhere in the prospectus (article 28(3) PR). Further information: - ESMA Faq → Incorporation by reference of information contained in a former base prospectus that is no longer valid - ESMA Faq → Incorporation by reference: language requirements - European Commission’s Regulation on Prospectuses no. 809/2004 → Article 28 3. 3.1 Specialist Issuer Please note that if the issuer is considered a specialist issuer within the meaning of ESMA update of the CESR recommendations (i.e. either a property company, a mineral company, a scientific research based company, a start-up company or a shipping company) additional disclosure requirements apply. The AFM has prepared additional reference tables for each type of company which can be downloaded from the AFM website. Further information: - AFM Website for downloading the additional reference tables - ESMA Faq →Disclosure for Mineral Companies in the ESMA Recommendations Netherlands Authority for the Financial Markets (AFM) - V.1.2 January 2012 Page 1 of 4 Item # Item contents of Annex XVI 1. 1.1 PERSONS RESPONSIBLE All persons responsible for the information given in the Registration Document and, as the case may be, for certain parts of it, with, in the latter case, an indication of such parts. Reference to page and paragraph a. In the case of natural persons including members of the issuer's administrative, management or supervisory bodies indicate the name and function of the person; a.────────── b. in case of legal persons indicate the name and registered office. b.────────── Further information: - ESMA Faq → Responsibility statement: selling shareholders - ESMA Faq → Guarantor’s responsibility for the content of a prospectus Please leave blank for AFM Reply 1.2 a. b. A declaration by those responsible for the Registration Document that, - having taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of their knowledge in accordance with the facts - and contains no omission likely to affect its import. As the case may be, declaration by those responsible for certain parts of the registration document that, - having taken all reasonable care to ensure that such is the case the information contained in the part of the registration document for which they are responsible is, to the best of their knowledge, in accordance with the facts and - contains no omission likely to affect its import. a.────────── b.────────── Please leave blank for AFM Reply 2 RISK FACTORS Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under the securities to investors in a section headed "Risk Factors". ─────────── Further information: - ESMA Faq → Risk Factors section Please leave blank for AFM Reply 3 3.1 INFORMATION ABOUT THE ISSUER a. b. - the legal name of the issuer and - a brief description of the issuer’s position within the national governmental framework a.────────── - the domicile or geographical location and - legal form of the issuer and - its contact address and telephone number; a.────────── b.────────── Please leave blank for AFM Reply 3.2 a. b. c. Netherlands Authority for the Financial Markets (AFM) - V.1.2 January 2012 b.────────── Page 2 of 4 Item # Item contents of Annex XVI Reference to page and paragraph c.────────── Please leave blank for AFM Reply any recent events relevant to the evaluation of the issuer’s solvency. 3.3 ─────────── Please leave blank for AFM Reply 3.4 i. a description of the issuer’s economy including: i.────────── ii. iii. a) the structure of the economy with details of the main sectors of the economy, b) gross domestic product with a breakdown by the issuer’s economic sectors over for the previous two fiscal years. ii.────────── iii────────── Please leave blank for AFM Reply a general description of the issuer’s political system and government including details of the governing body of the issuer. 3.5 ─────────── Please leave blank for AFM Reply 4 a. b. c. d. e. f. g. PUBLIC FINANCE AND TRADE Information on the following for the two fiscal years prior to the date of the registration document: a) the tax and budgetary systems, b) gross public debt including a summary of the debt, the maturity structure of outstanding debt (particularly noting debt with a residual maturity of less than one year) and debt payment record, and of the parts of debt denominated in the domestic currency of the issuer and in foreign currencies. c) foreign trade and balance of payment figures, d) foreign exchange reserves including any potential encumbrances to such foreign exchange reserves as forward contracts or derivatives. e) financial position and resources including liquid deposits available in domestic currency. f) Income and expenditure figures Description of any auditing or independent review procedures on the accounts of the issuer. a.────────── b.────────── c.────────── d.────────── e.────────── f.────────── g.────────── Please leave blank for AFM Reply 5. 5.1 SIGNIFICANT CHANGE Details of any significant changes to the information provided pursuant to item 4 which have occurred since the end of the last fiscal year, or an appropriate negative statement. ─────────── or ─────────── Please leave blank for AFM Reply 6. LEGAL AND ARBITRATION PROCEEDINGS Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer financial position, ─────────── or provide an appropriate negative statement. ─────────── or Please leave blank for AFM Reply 6.2 Information on any immunity the issuer may have from legal proceedings. Netherlands Authority for the Financial Markets (AFM) - V.1.2 January 2012 Page 3 of 4 Item # Item contents of Annex XVI Reference to page and paragraph ─────────── Please leave blank for AFM Reply 7. a. b. c. d. e. STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST Where a statement or report attributed to a person as an expert is included in the registration document, provide such person’s - name, - business address and - qualifications. If the report has been produced at the issuer’s request a statement to that effect, that such statement or report is included, in the form and context in which it is included, with the consent of that person, who has authorised the contents of that part of the registration document. To the extent known to the issuer, provide information in respect of any interest relating to such expert which may have an effect on the independence of the expert in the preparation of the report. a.────────── b.────────── c.────────── d.────────── e.────────── Further information: - ESMA Recommendations →2h - Statements by experts - §156-159 - ESMA Faq → Valuations and statements prepared by an expert Please leave blank for AFM Reply 8. a. b. DOCUMENTS ON DISPLAY A statement that for the life of the registration document the following documents (or copies thereof), where applicable, may be inspected: (a) financial and audit reports for the issuer covering the last two fiscal years and the budget for the current fiscal year; (b) all reports, letters, and other documents, , valuations and statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document An indication of where the documents on display may be inspected, by physical or electronic means. a.────────── b.────────── Please leave blank for AFM Reply -= End of Reference table =- Netherlands Authority for the Financial Markets (AFM) - V.1.2 January 2012 Page 4 of 4