GermanyContact details

Maria PinelliGlobal IPO LeaderTel: +44 (0)20 7980 0960Email: maria.pinelli@ey.com

Martin SteinbachEMEIA and Germany, Switzerland and Austria IPO LeaderTel: +49 6196 996 11574Email: martin.steinbach@de.ey.com

Daniel MairGermany, Switzerland and Austria IPO LeaderTel: +49 6196 996 24703Email: daniel.mair@de.ey.com

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About EY’s IPO Services EY is a leader in helping to take companies public worldwide. With decades of experience our global network is dedicated to serving market leaders and helping businesses evaluate the pros and cons of an IPO. We demystify the process by offering IPO readiness assessments, IPO preparation, project management and execution services, all of which help prepare you for life in the public spotlight. Our Global IPO Center of Excellence is a virtual hub which provides access to our IPO knowledge, tools, thought leadership and contacts from around the world in one easy-to-use source. www.ey.com/ipocenter

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What can you expect?Taking your business public is a significant milestone, helping you to raise the capital you need to accelerate your growth and achieve market leadership. No matter what industry sector you come from, or which market segment you are targeting, our dedicated team can help you to navigate the particular reporting, regulatory and trading challenges of Deutsche Börse.

We can work with you at every stage of your IPO journey, from planning, through execution, to post-market trading, helping to ensure that you deliver the long-term, sustainable value your shareholders expect.

Understanding Deutsche Börse

Criteria • General standard • Prime standard • Entry standard

Targeted issuersProfile of market segment and targeted issuer companies EU Regulated segment with minimum legal requirements of the EU Regulated Market. Appropriate for

issuers seeking to cost-effectively target national investorsEU Regulated segment with enhanced transparency requirements (in addition to those held by the General Standard). Appropriate for issues seeking access to international investors

Open market (Regulated Official Market) with few formal requirements. Particularlyattractive to young and established SMEs, no specific industry focus

Number of issuers (currently trading on the board) 239 343 182

Financial and operational requirementsIncome, revenue and/or profits n/a n/a n/a

Market capitalization Min. €1.25 million Min. €1.25 million Min. €750,000 paid-in nominal capital stock (or equivalent equity position for foreign issuers)Operating history Min. 3 years, exemptions possible1 Min. 3 years, exemptions possible1 Min. 2 years, exemptions possible1

Working capital and/or assets n/a n/a n/aNumber of shareholders and share distribution (minimum number of float shares)

Min. 25% free float, min. 10,000 shares Min. 25% free float, min. 10,000 shares Min. 10% free float, min. 30 shareholders

Initial requirements

Possible types of shares including global depository receipt (GDR) Ordinary shares, preference shares, bearer shares or registered shares, ADRs, GDRsAccounting standard IFRS (EU/EEA member state issuer), IFRS or equivalent (third country issuers) IFRS or National GAAP (EU-member state issuer), IFRS or equivalent (third country issuers)

Type of transactionProspectus for public offering Yes, either approved by the German Federal Financial Supervisory Authority, the competent authority in Germany, or by an EEA competent authority (via EU passporting) according to the German Security Prospectus Act

Language for publications and disclosures German or English2 German and English (for foreign issuers English only) German or English

Foreign issuers listing requirements In general, listing criteria as per domestic entities, with marginal variations. Application must be sponsored by accredited institution admitted to a Frankfurt Stock Exchange

Periodic reporting requirements and disclosuresAnnual, half-yearly and quarterly figures and publication deadline Annual report within 4 months of period end, exemption possible3

Half yearly report within 2 months of period end4 Management interim statements required between 10 weeks after the beginning and 6 weeks before the first and second half of financial year

Annual report within 4 months of period end, exemption possible

Half yearly report within 2 months of period end (3 months for non-EU/EEA issuersof GDRs)Quarterly report within 2 months of period end (3 months for non-EU/EEA issuersof GDRs)

Annual report with 6 months of period end, to be published on issuer website Half-yearly short form report within 3 months of period end of reporting period, to be published on issuer websiteQuarterly report not required

Publication of a financial calendar n/a Yes Corporate calendar required at application, updated accordinglyInternal controls Entity to provide corporate governance statement describing internal control and risk management systems in relation to financial reporting n/aDirector/executive/board certification statements Management and supervisory board to declare annually whether (explain) or not complied with German Corporate Governance Code (“Declaration of Conformity”), directors to sign certification statement

in annual report Directors to sign certification statement in annual report

Corporate governance standards

Corporate governance code German corporate governance code for domestic issuers. Foreign issuers to follow home country codes n/a

Board structure In accordance with best practice and corporate law5 Board composition In accordance with best practice and corporate law5

Audit committee composition In accordance with best practice and corporate law5

Remuneration disclosure In accordance with best practice and corporate law5

Compliance provision Comply or explain n/a

Event-led reporting obligations

Announcement of management transactions Ownership of shares or related financial instruments by management/supervisory board to be reported, obligation to publish management report, must report dealings in shares of company without delay n/a

Ad hoc publicity/price-sensitive company information Mandatory disclosure of material events that influence share price Mandatory disclosure of material events that influence share price, Ad-hoc messages in English, min 1 analyst event per year (investor/analyst conference)

Mandatory disclosure of material events that influence share price published on entity’s website

Disclosure of shareholdings Yes, thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of voting rights Yes, thresholds: 25% and 50% of voting rights

Regulations and disclosuresSelection of important laws German Securities Trading Act, German Stock Corporation Act, German Securities Prospectus Act, Exchange rules for the Frankfurt Stock Exchange, German Takeover Act, German Banking Act

Relevant regulators German Federal Financial Supervisory Authority (BaFin), Frankfurt Stock Exchange, Trading Surveillance Office

Trading requirementsLiquidity providers No designated sponsor required for listing in a particular market segment

Capital market advisors n/a Deutsche Börse Listing Partner assists entity as a capital market coach

Lockup requirements Not legally required, but in practice (contractual) lock-in agreements of 6–2 months market best practice

Participation in stock market indicesSelection, total market and sector indices Selection indices: General standard index, DAX international 100

Sector indices: DAXsector all, DAXsubsector allAll share indices: General all share

Selection indices: DAX, MDAX, SDAX, TecDAX, DAX International 100Sector indices, DAXsupersector All, DAXsector, DAXsubsector, DAXsector AllAll share indices: Prime all share

Selection indices: Entry Standard Index, DAX International 100, DAX International Mid 100, Sector indices: DAXsubsector All, DAXsector AllAll share indices: Entry All Share

Examples of indices All indices calculated as price and total return indices. Possibility to include shares in selection indices. Shares automatically included in sector and all share indices All indices calculated as price and performance indices. Possibility to include shares and depository receipt in selection indices. Shares and depository receipts automatically included in sector and all share indices

FeesExchange listing charges and assessment fees Admission €3,000, Introduction €2,500 Admission €3,000, Introduction €2,500 Inclusion €1,500

Annual listing fee €7,500 €10,000 €5,000

Germany | Deutsche Börse • As at January 2013

1In the case of SPACs, Carve-outs. 2For prospectus: English with a German summary required if prospectus approved by EU/EEA competent authority and passported to Germany, or if approved by the competent authority in Germany and the securities are also publicly offered in another EU/EEA member state. 3For third country issuers. 4Not required for issuers of depositary receipts. 5Please refer to www.corporate-governance-code.de for more information or please contact the EY Germany IPO leader. 6Assists issuer to fulfill listing requirements. Can be an accredited bank or non-bank.