Directive Foreign Companies
(DFC)

Art. 1 The purpose of this Directive is to ensure transparency for invest-

Purpose ors with regard to issuers and equity securities, as well as fair information (Art. 1 FMIA, Art. 1 LR).

- Federal Act of 19 June 2015 on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA)

Art. 2 This Directive governs the principles of the listing of foreign com-

Scope panies on SIX Swiss Exchange Ltd ("SIX Swiss Exchange").

Art. 3 1

In the context of this Directive, foreign companies are companies Definitions whose legal registered office is located in a country other than Switzerland.

In principle, other stock exchanges recognised by the Regulatory Board as having equivalent listing provisions are exchanges that are members of the Federation of European Securities Exchanges (FESE) and the World Federation of Exchanges (WFE).

• Federation of European Securities Exchanges website

• World Federation of Exchanges website

Art. 4 1

If a company is not yet listed on another exchange recognised Types of listing by the Regulatory Board when it submits its listing application to SIX Exchange Regulation, its only option is primary listing, subject to the regulations laid down in Arts. 6 et seq..

If a company is already listed on an exchange recognised by the Regulatory Board with equivalent listing provisions, it may choose between primary listing (Arts. 6 et seq.) and secondary listing (Arts. 12 et seq.) in accordance with this Directive. The same applies if a company is to be listed simultaneously on its primary exchange and on SIX Swiss Exchange, i.e. with the same first trading day on both exchanges. This is known as "dual listing".

Art. 5 1

Unless contradictory or additional regulations are set out below, Reference to the LR the provisions of the Listing Rules and their implementing provisions apply to the listing of foreign companies' equity securities.

In particular, responsibilities and appeals bodies in sanction proceedings are governed by Arts. 59 et seq. LR.

II. PRIMARY LISTING A. LISTING REQUIREMENTS

Art. 6 The issuer must provide proof that it has not been refused listing

Requirements for the in its home country under legislation on investor protection issuer (Art. 25 LR). This may take the form of: 1. a legal opinion from an independent law firm; or 2. a relevant extract from the rejection decision issued by the competent authority in the home country in connection with the registration process in question. It must be clear from this extract that the company was not refused listing because it failed to comply with investor protection regulations.

B. OBLIGATIONS WITH RESPECT TO LISTING

Art. 7 The issuer undertakes to name in the listing prospectus those

Listing prospectus publications in which the announcements required under the home country's company law will appear.

C. LISTING PROCEDURE

Art. 8 In addition to the declarations required under Art. 45 LR, the is-

Place of jurisdiction suer must state that it recognises the Swiss courts as having jurisdiction over claims arising in connection with the listing.

SIX Exchange Regulation 04/16

Art. 9 The Regulatory Board reserves the right to modify the listing pro-

Modification of the cedure as appropriate if, under the home country's company law, listing procedure (IPO the time at which the shares are legally created is not the same and capital transactions) as that under Swiss law (entry in the Commercial Register).

- Directive Procedures Equity Securities (DPES) D. CONDITIONS FOR MAINTAINING LISTING FOR FOREIGN ISSUERS OF PRIMARY- OR MAIN-LISTED EQUITY SECURITIES

Art. 10 Foreign issuers of equity securities which have their primary or

Obligations main listing on the Exchange must essentially comply with the same requirements for maintaining listing as apply to issuers which have their registered office in Switzerland.

- Directive Regular Reporting Obligations (DRRO) E. OTHER PROVISIONS

Art. 11 1

If the equity securities of a foreign company that has its primary Subsequent listing in the listing on SIX Swiss Exchange are subsequently also listed in the home country company's home country, they will continue to be listed on SIX Swiss Exchange. However, this will become their secondary listing, with the corresponding obligations as set out in Arts. 19 et seq. LR.

Where no regulations to the contrary exist for the relevant exchange in the home country, the issuer may also apply for primary listing on SIX Swiss Exchange to be maintained, with the corresponding obligations as set out in Art. 10 LR.

III. SECONDARY LISTING A. LISTING REQUIREMENTS

Art. 12 1

The requirements that apply to the issuer are regarded as having Requirements for the been fulfilled if its equity securities are listed in its home country issuer or in a third country on an exchange recognised by the Regulatory Board with equivalent listing provisions.

The requirements that apply to auditors under Art. 13 LR must be fulfilled both for listing and for maintaining listing.

SIX Exchange Regulation 04/16 3

Art. 13 In derogation of Art. 19 LR, the free float is considered adequate

Requirements for equity if the capitalisation of the shares circulating in Switzerland is at securities least CHF 10 million, or if the applicant (Art. 43 LR) can otherwise demonstrate that there is a genuine market for the equity securities.

- Directive Distribution Equity Securities (DDES) B. OBLIGATIONS WITH RESPECT TO LISTING

Art. 14 If an issuer submits an application for the listing of equity secur-

Listing prospectus ities within six months of the same equity securities being listed on the primary exchange, the Regulatory Board will recognise the listing prospectus drawn up in connection with listing on the primary exchange, as approved by the competent body at that exchange (Art. 30 para. 1 LR), provided the following technical information is added for the Swiss market: – security number; – paying agent; – settling agent; – trading currency.

Art. 15 1

An abridged prospectus for secondary listing on SIX Swiss Ex- Abridged prospectus change must be submitted if the initial SIX Swiss Exchange listing takes place more than six months after listing on the primary exchange, and a listing prospectus was produced in connection with primary listing.

The abridged prospectus must provide the information on the equity securities required under Scheme A, with the exception of Scheme A, Points 3.9, 3.10 and 3.13. The abridged prospectus must also contain a description of the issuer.

Further information on the issuer may be given in the form of a reference to reference documents, as described in Art. 35 LR.

Each abridged prospectus must also contain a "no material change" declaration, as well as an appropriate responsibility clause (Scheme A, Points 2.7.5 and 4).

SIX Exchange Regulation 04/16

Art. 16 1

In the case of new listings, the "Official Notice" must contain "Official Notice" the following points in addition to those set out in Art. 5a Directive Procedures Equity Securities: – reference to the secondary listing, including mention of the home country exchange and the trading symbol used there; – trading currency on SIX Swiss Exchange.

C. LISTING PROCEDURE

Art. 17 1

Listing application 2 An issuer that is already listed on another exchange recognised by the Regulatory Board must state in the listing application whether it is applying for primary or secondary listing on SIX Swiss Exchange.

In addition to the elements required under Art. 45 LR, the application must include a declaration from the issuer that the equity securities in question are already listed on the primary exchange, or at least that a listing application has been submitted to that exchange.

When submitting the listing application, the applicant must also declare that the equity securities have an adequate free float, in accordance with Art. 13.

Art. 18 1

The listing application pursuant to Art. 17 must be accompanied Enclosures by the following: – listing or abridged prospectus (Arts. 14 f.); – confirmation from the primary exchange that the company's equity securities are listed.

D. CONDITIONS FOR MAINTAINING LISTING FOR ISSUERS OF SECONDARY-LISTED EQUITY SECURITIES

Art. 19 (cancelled)

Periodic reporting

Art. 20 Issuers of secondary-listed equity securities must participate in the

Annual data survey annual data collection survey conducted by SIX Exchange Re- SIX Exchange Regulation 04/16 5 gulation, and must transmit the data concerned to SIX Exchange Regulation.

Art. 21 1

The obligation of issuers of secondary-listed equity securities to Disclosure of price- publish potentially price-sensitive facts (ad hoc publicity) is govsensitive information erned by the system of law applicable to the primary exchange.

Where such an obligation exists, the relevant media release must be made available to Swiss market participants at the same time. To this end, when it is published for the first time it must be submitted to at least two electronic information systems which are widely used by professional market participants (e.g. Bloomberg, Reuters, Telekurs). The press release must be transmitted simultaneously to SIX Exchange Regulation.

Art. 22 Issuers of secondary-listed equity securities must comply with the

Regular reporting regular reporting obligations pursuant to Art. 14 Directive Reguobligations lar Reporting Obligations.

E. OTHER DATA COLLECTION

Art. 23 1

As a rule, trading must be suspended at the same time as on Suspension of trading the primary exchange.

The issuer undertakes to notify SIX Exchange Regulation immediately of any suspension of trading on the primary exchange.

Art. 24 (cancelled)

"Official Notice"

Art. 25 With the exception of data submitted in connection with a listing

Publication and application, SIX Swiss Exchange may publish and distribute via the distribution of reports by internet or by other suitable means the data reported by the is- SIX Swiss Exchange suer.

IV. COMMON PROVISIONS

Art. 26 Where the form of securities is subject to the law of the issuer's

Form of securities home county, the applicant must ensure that trades can be cleared and settled efficiently on SIX Swiss Exchange.

SIX Exchange Regulation 04/16

Art. 27 In principle, for listing purposes, SIX Exchange Regulation recog-

IOSCO IDS nises prospectuses that have been drawn up in accordance with the IOSCO International Disclosure Standards for Cross Border Offerings and Initial Listings by Foreign Issuers (IDS).

- IOSCO website V. FINAL PROVISIONS

Art. 28 This Directive enters into force on 1 July 2009 and replaces the

Entry into force Directive on the Listing of Foreign Companies of 18 September 2007.

Art. 28a 1

The revision of Arts. 7, 16, 18 and 24 that was decreed by the Revisions Regulatory Board in its resolution of 4 April 2013 enters into force on 1 March 2014.

The revision of Art. 10, Arts. 16 to 22 and Art. 24 that was decreed by the Issuers Committee in its resolution of

March 2014 enters into force on 1 December 2014.

Amendments due to the entry into force of the Financial Market Infrastructure Act and related ordinances in Art. 1 as of 1 April 2016.

Art. 29 Applications by new issuers will be assessed according to this Di-

Transitional provision rective if they are submitted to SIX Exchange Regulation on or after the date of its entry into force.

SIX Exchange Regulation 04/16 7 Annex 1 Directive Foreign Companies ANNEX 1 Addresses and contact details in connection with maintaining listing Address SIX Swiss Exchange Ltd Listing & Enforcement - MAP P.O. Box 1758 8021 Zurich Fax +41(0)58 499 29 33 E-mail meldepflichten@six-group.com (reporting obligations in connection with maintaining listing) zulassung@six-group.com (Official Notices) Tel.: For information on the reporting obligations associated with maintaining listing please call:

Tel. +41(0)58 399 29 13 Tel. +41(0)58 399 29 15 Tel. +41(0)58 399 21 52 Annex 2 Directive Foreign Companies ANNEX 2 Addresses and contact persons in connection with the listing of equity securities Address SIX Swiss Exchange Ltd Listing & Enforcement - KTR P.O. Box 1758 8021 Zurich Fax +41(0)58 499 29 34 E-mail kotierung@six-group.com (information on the listing of equity securities) zulassung@six-group.com (Official Notices) Contact persons The following will be pleased to provide information on the listing of equity securities:

Marc Enseleit Tel. +41(0)58 399 29 78