Section 1 Duty to Provide Information

  Section 2 Appropriateness and Suitability of Financial Services

  Section 3 Documentation and Rendering of Account

  Section 4 Transparency and Care in Client Orders

  Section 5 Professional clients

  Section 1 Organisational Measures

  Section 2 Conflicts of Interest and Related Duties

  Section 1 Exemption from the duty to register and take out professional indemnity insurance

  Section 2 Registration body

  Section 3 Notification duty and fees

  Section 1 General information

  Section 2 Requirements

  Section 3 Relaxations of Requirements

  Section 4 Collective Investment Schemes

  Section 5 Review of the Prospectus

  Section 6 Supplements to the prospectus

  Section 7 Review Procedure

  Section 8 Reviewing Body

  Section 9 Fees

  Section 1 Duty

  Section 2 Exemptions

  Section 3 Contents, language, layout and scope

  Section 4 Review and changes

  Art. 92 Prospectuses

  Art. 93 Prospectuses of collective investment schemes

  Art. 94 Changes to the rights associated with securities

(Art. 68 para. 1 FinSA)

  Art. 95

(Art. 70 para. 1 FinSA)

  Art. 96

  Art. 102

  Art. 103 Client segmentation

  Art. 104 Required knowledge

  Art. 105 Code of conduct

  Art. 106 Organisation

  Art. 107 Registration body

  Art. 108 Ombudsman's offices

  Art. 109 Prospectus for securities

  Art. 110 Key information document for real estate funds, securities funds and other funds for traditional investments

  Art. 111 Key information document for structured products and other financial instruments

  Art. 112

0.1

Relaxations of requirements

Relaxations of requirements in accordance with Article 57 are designated as follows:

a.

Relaxations of requirements for issuers in accordance with Article 47 paragraph 1 FinSA: [*];

b.

Relaxations of requirements for issuers in accordance with Article 47 paragraph 2 letter c FinSA: [#];

c.

Relaxation of requirements for public offer without admission to trading: [×];

d.

Relaxation of requirements for admission to trading without public offer: [∞];

e.

Relaxation of requirements for rights issue: [◊].

0.2

Information on the first page

Prospectus of [date] approved by [name of reviewing body] on [date].

1.1

Explanation that the summary is to be understood as an introduction to the prospectus;

1.2

Explanation that the investor must base their decision to invest (investment decision) on the information in the prospectus (in its entirety) and not on the summary;

1.3

Explanation that liability for the summary is limited to cases where the information contained therein is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus;

1.4

Company name of the issuer;

1.5

Registered office of the issuer;

1.6

Legal form of the issuer;

1.7

Nature of the equity securities;

1.8

If available: Securities identification number such as securities number or ISIN;

1.9

For a public offer: key information on the offer;

1.10

For an admission to trading: key information on the admission to trading;

1.11

Prospectus of [date] approved by [name of reviewing body] on [date].

2.1

Risks

Description of the main risks with regard to the issuer and its industry.

2.2

General information on the issuer

2.2.1

Company name;

2.2.2

Registered office;

2.2.3

Location of the head office provided this is not identical with the registered office [#];

2.2.4

Legal form [#];

2.2.5

Legal system applicable to the issuer and under which it is established [◊][#];

2.2.6

Date of establishment of the issuer and, where it is to be established for a definite period only, the envisaged date of expiration of this period [◊][#];

2.2.7

Issuer's purpose, if applicable, with reference to the relevant provision in the articles of association or the partnership agreement or reproduction of the complete wording [◊][#];

2.2.8

Date of the articles of association [#];

2.2.9

If available: Designation of the register, date of entry in this register and, if applicable, company or registration number [◊][#];

2.2.10

If the issuer is part of a group: description of the group's operational structure [◊][#].

2.3

Information on the board of directors, management, auditors and other bodies of the issuer

2.3.1

Composition of bodies [#]

Names and business addresses of the following persons:

a.

members of the administrative, management and supervisory bodies;

b.

if management has been delegated: members of senior and executive management bodies entrusted with management;

c.

any other bodies, including the composition of personnel thereof;

d.

any partners with personal liability in the case of partnerships limited by shares;

e.

founders, if the company has existed for less than five years.

2.3.2

Functions and activities [#]

Information on functions and activities of the persons in accordance with item 2.3.1:

a.

function at the issuer;

b.

activity within the issuer;

c.

principal activities which they perform outside the issuer, where these are relevant to the issuer;

d.

names of all listed and other major enterprises and companies where these persons have been members of the administrative, management or supervisory bodies, or partners, at any time in the past five years, indicating whether or not the individual is still a member or a partner, where this is relevant to the issuer.

2.3.3

Legal proceedings and convictions

The following information on persons in accordance with item 2.3.1:

a.

convictions for major or minor economic or white-collar crime in the last five years;

b.

legal proceedings brought by statutory or regulatory authorities, including designated professional associations, that are ongoing or have been concluded with a sanction;

c.

if no information in accordance with letters a or b has to be disclosed: a declaration to that effect.

2.3.4

Securities and option rights [#]

a.

number of securities and percentage share of voting rights in the issuer, whether exercisable or not, that are held in total by persons in accordance with item 2.3.1, as well as rights that are granted to these persons when they purchase those securities, including the conditions attached to exercising these rights;

b.

information on sales restrictions placed on persons in accordance with item 2.3.1;

c.

if applicable, information that the reference date for this information is not the date of the prospectus;

d.

any material changes in the information in question that may have arisen since the reference date.

2.3.5

Auditors or information to the effect that the limited audit will be dispensed with in accordance with Article 727a paragraph 2 CO¹

a.

company name and address of the licensed statutory auditors;

b.

name of the audit oversight authority responsible for the auditors;

c.

highlighted statement to that effect if the audit company of the issuer or any guarantor or security provider is not supervised by a foreign audit oversight authority recognised by the Federal Council in accordance with Article 8 of the Audit Oversight Act of 16 December 2005² (AOA) and Annex 2 of the Auditor Oversight Ordinance of 22 August 2007³ (AOO) [×];

d.

if other auditors have been elected during the current financial year, this fact must be stated;

e.

if the auditors were voted out of office, dismissed, not re-elected or themselves resigned during the period covered by the financial statements published in the prospectus: the reasons for this change.

2.4

Business activities and prospects insofar as they are of material importance in assessing the business activities and earning power of the issuer

2.4.1

Principal activities [◊][#]

a.

description of principal activities at the present time, stating the main products sold and services performed;

b.

details of any new products or activities.

2.4.2

Net turnover [◊][#]

a.

net turnover for the last three financial years;

b.

net turnover must be presented according to business area (product or service sector, possibly broken down by geographical market); this breakdown may be omitted if it is immaterial in assessing relevant net turnover.

2.4.3

Location and real estate ownership [◊][#]

Information on location and significance of establishments which contribute more than 10 percent to turnover or production (principal establishments) and summary details of real estate owned.

2.4.4

Patents and licences [#]

Information on the extent to which it is dependent on patents or licences, industrial, commercial or financing contracts or new manufacturing processes.

2.4.5

Research and development [◊][#]

Description of the research and development projects that have been initiated and concluded in the last three financial years.

2.4.6

Court, arbitration and administrative proceedings

a.

information on pending or impending court, arbitration or administrative proceedings, where these are of material importance to the issuer's assets and liabilities or profits and losses;

b.

if no proceedings in accordance with letter a are pending or impending: a declaration to that effect.

2.4.7

Number of employees [◊][#]

Number of employees on the balance sheet date for the annual financial statements for the period covered by the historical financial statements contained in the prospectus.

2.4.8

Extraordinary events

Indication if the information in accordance with item 2.4 has been influenced by extraordinary events.

2.4.9

Business prospects

Details of business prospects, with an indication that these are uncertain.

2.5

Investments

2.5.1

Investments made [◊][#]

Figures on the principal investments made during the period covered by the historical financial information.

2.5.2

Current investments [#]

Principal current investments broken down into domestic and international.

2.5.3

Investments already approved [#]

Principal future investments that have already been firmly approved and for which undertakings have been entered into.

2.6

Capital and voting rights

2.6.1

Capital structure

a.

indication of the amount of ordinary, authorised and conditional capital as at the balance sheet date for the annual financial statements;

b.

number, type and par value of the securities, stating the principal characteristics in each case, such as dividend entitlement, preferential subscription rights and similar entitlements, and stating the portion of the ordinary capital that is not paid in;

c.

if applicable, reference to admission to trading on a trading venue.

2.6.2

Voting rights

Description of voting rights and any related restrictions, along with an indication of group clauses provided for in the articles of association, and of rules on granting exemptions, particularly in the case of proxies for institutional investors.

2.6.3

Possibilities to change existing capital

If a change in capital has been decided:

a.

maximum scope of the capital change and, if applicable, duration of the period in which the capital change can be carried out;

b.

categories of beneficiaries who have or will have subscription rights for the additional capital;

c.

conditions and modalities for the issue or creation of the securities that correspond to this additional capital.

2.6.4

Unit and profit-sharing certificates [◊][#]

If the issuer has issued units that do not represent capital, such as profit-sharing certificates: indication of their number and their main characteristics.

2.6.5

Outstanding conversion and option rights, bonds, loans and contingent liabilities presented in summary form, insofar as this is not misleading [◊][#]

a.

outstanding convertible bonds and the number of options issued by the issuer or by group companies on the issuer's securities, including employee options, which must be presented separately, stating durations and the conversion or warrant terms;

b.

where material, information on outstanding bonds, with a distinction made between bonds secured with physical collateral or in another manner by the issuer or third parties and unsecured bonds, stating the interest rate, maturity and currency;

c.

where material, total amount of all other borrowing and financial liabilities, with a distinction made between secured and unsecured liabilities, stating the interest rate, maturity and currency;

d.

where material, the total amount of contingent liabilities, as well as their maturities and currencies.

2.6.6

Capitalisation and indebtedness [◊][#] ([*] for purely public offer)

A general overview of capitalisation and indebtedness, broken down into guaranteed and non-guaranteed, secured and unsecured debt. This overview may not be produced more than 90 days prior to the date of the prospectus. Indebtedness also includes contingent liabilities, which must be shown separately from debts.

2.6.7

Provisions in the articles of association that differ from the legal provisions [◊][#]

Any provisions in the articles of association that differ from the legal provisions in respect of changes to capital and the rights attached to the individual types of security.

2.6.8

Inclusion on the agenda [◊][#]

Rules for including items on the agenda of the annual general meeting, with particular regard to time frames and deadlines.

2.6.9

Own equity securities [◊][#]

Number of own equity securities held by the issuer itself or on its behalf, including own equity securities held by another company in which the issuer holds a majority interest.

2.6.10

Significant shareholders

Information in accordance with Articles 120 and 121 FMIA⁴ and the corresponding implementation provisions of the FINMA Financial Market Infrastructure Ordinance of 3 December 2015⁵ (FMIO-FINMA), insofar as they are known to the issuer.

2.6.11

Cross-shareholdings

Cross-shareholdings that exceed 5 percent of the holdings of capital or voting rights on both sides.

2.6.12

Public purchase offers

Information on any easing of or exemption from the obligation to make a public purchase offer in accordance with Article 135 FMIA as per the company's articles of association («opting out» and «opting up» clauses), stating the percentage threshold.

2.6.13

Dividend entitlement

Date on which entitlement to dividends begins. Details of any withholding taxes levied on the dividends, as well as information on whether or not these withholding taxes will be defrayed by the issuer.

2.6.14

Employee participation [◊][#]

Means by which employees at all levels may participate in the issuer, where material.

2.7

Information policy

Frequency and form of information from the issuer to its shareholders. Indication of permanent sources of information and contact addresses for the issuer that are publicly accessible or may be used in particular by shareholders, such as links to websites, information centres, printed documents.

2.8

Annual and interim financial statements

2.8.1

Annual financial statements

a.

the last two published financial reports containing the annual financial statements for the last three full financial years, drawn up in accordance with a recognised financial reporting standard and audited by the auditors. Companies that have existed commercially for a shorter length of time: corresponding reduction in the period which the annual financial statement presentation must cover;

b.

financial statements for the last financial year as provided for in the articles of association, insofar as they are relevant for the distribution of profits or for other rights of holders of equity securities.

2.8.2

Current balance sheet

a.

For newly founded companies: audited opening balance sheet or audited balance sheet after any contribution in kind has been made. Items 2.8.3–2.8.6 are applicable by analogy.

b.

The opening balance sheet or one prepared following a contribution in kind need not be presented if the prospectus contains one or more annual financial statements in accordance with items 2.8.3–2.8.6.

2.8.3

Audit of annual financial statements

Presentation of the auditors' report for the audited annual financial statements disclosed in the prospectus.

2.8.4

Balance sheet date

The balance sheet date of the last audited annual financial statements may be no more than 18 months in the past on the date the prospectus is published.

2.8.5

Interim financial statement for public offer without admission to trading [*]

Additional interim financial statement drawn up in accordance with the same financial reporting standard as for the annual financial statement and covering at least the first six months of the financial year, if the balance sheet date of the last audited annual financial statements is more than nine months in the past on the date the prospectus is published.

2.8.6

Material changes since the most recent annual or interim financial statement

a.

material changes in the issuer's assets and liabilities, financial position and profits and losses since the close of the last financial year or the balance sheet date of the interim financial statements;

b.

additional financial information, insofar as circumstances permit, if:

–

the structure of an issuer has undergone a material change that has not been presented in audited financial statements, or

–

the material structural change arises from a specific intended transaction;

c.

the disclosure is in accordance with the guideline issued by the competent reviewing body on pro-forma financial information;

d.

if no material changes have occurred with regard to the issuer: a declaration to that effect.

2.9

Dividends and financial results

2.9.1

Description of the issuer's policy on dividend distributions, as well as any restrictions in this regard.

2.9.2

Per-share dividends paid during the three most recent financial years.

2.9.3

Per-equity security information adjusted to ensure comparability, if the number of the issuer's equity securities has changed in the past three financial years, in particular as a result of a capital increase or reduction or following a combination or split of participation rights.

3.1

Issue price and issue volume

If the final issue price and the issue volume cannot be stated: indication of the maximum issue price and the criteria and conditions that can be used to determine the issue volume.

3.2

Risks

Description of the main risks regarding the securities.

3.3

Legal foundation

Resolutions, authorisations and approvals by virtue of which the securities have been or will be issued.

3.4

Rights

Brief description of the rights attached to the securities, specifically the extent of voting rights, entitlement to a share of profits and, in the event of liquidation, to any proceeds, as well as any other preferential rights.

3.5

Restrictions

3.5.1

Restrictions on transferability

Restrictions on transferability for each category of securities, along with an indication of group clauses, if any, provided for in the articles of association, and of rules on granting exemptions, as well as grounds for the granting of exemptions during the year under review.

3.5.2

Transfer restrictions

Any transfer restrictions.

3.6

Publication

Information on where notices about the securities and about the issuer will be published.

3.7

Securities number, ISIN and trading currency

a.

If available: securities identification number such as securities number or ISIN;

b.

currency/currencies the equity securities are traded in.

3.8

Information on the offer [∞]

3.8.1

Nature of the issue

Nature of the securities issue; specifically, in the case of firm underwritings, the lead underwriter must be stated. If the firm underwriting applies to only a portion of the issue, the level of the underwriting commitment must be given.

3.8.2

Number, type and par value of securities

Number, type and par value of the securities; if the issue concerns no-par securities, this must be stated.

3.8.3

New securities from capital transactions

a.

in the case of securities being issued in connection with a merger, spin-off, contribution of all or a portion of the assets of a given company, a public exchange offer or as cash deposits in return for other services: summary disclosure of the principal terms of the procedures concerned;

b.

disclosure in accordance with letter a may be made by including the terms in the prospectus or by means of a reference to the documents that contain the terms in question. In the second case, the prospectus must state where these documents can be inspected.

3.8.4

International issue, simultaneous public and private placement

a.

if applicable, indication that the issue is being placed simultaneously on different domestic and foreign markets, and individual tranches are reserved for one or more markets; information on these reserved tranches;

b.

if applicable, information on the respective trading venues if the securities have already been admitted to trading, or an application for their admission to trading has been submitted;

c.

if applicable, information on the nature of the processes involved, as well as the number – if determined –and the characteristics of the securities in question, if securities of the same type are being privately subscribed for or placed simultaneously or almost simultaneously with the issue, or if securities of other types are being issued in view of a public or private placement.

3.8.5

Paying agents

If applicable, information on the paying agents.

3.8.6

Net proceeds

Estimated net proceeds from the issue, broken down according to the main types of appropriation.

3.8.7

Selling restrictions

Highlighted information on any selling restrictions according to foreign law.

3.8.8

Public purchase or exchange offers

Information for the prior financial year and the current financial year with respect to:

a.

public purchase or exchange offers made by third parties for the issuer's securities;

b.

public exchange offers made by the issuer for the securities of another company;

c.

price or exchange terms and the outcome of these offers.

3.8.9

Form of securities

a.

Indication of whether certificated security, global certificate or uncertificated security;

b.

in the case of certificated securities: indication of whether in bearer or registered form;

c.

in the case of uncertificated securities: information on the rules on how they may be transferred, as well as on proof of legal ownership, or, in the case of uncertificated securities, information on the applicable legal provisions and the person who maintains the ledger of uncertificated securities and, if applicable, the main register of the issue in question;

d.

in the case of securities in the form of one or more permanent global certificates: the prospectus must include a highlighted statement that investors might not be able to demand the delivery of individual certificates.

4.1 information about the companies or persons which take responsibility for the content of the prospectus or, if applicable, for certain designated sections of it:

a.

Company name and registered office of the companies or name and position of the persons;

b.

declarations by these companies or persons that the information is correct to the best of their knowledge and that no material facts or circumstances have been omitted.

0.1

Relaxations of requirements

Relaxations of requirements in accordance with Article 57 are designated as follows:

a.

Relaxations of requirements for issuers in accordance with Article 47 paragraph 1 FinSA: [*];

b.

Relaxations of requirements for issuers in accordance with Article 47 paragraph 2 letter c FinSA: [#];

c.

Relaxation of requirements for public offer without admission to trading: [×];

d.

Relaxation of requirements for admission to trading without public offer: [∞];

e.

Relaxation of requirements for low capitalisation via a trading venue: [±].

0.2

Information on the first page

a.

Prospectus of [date] approved by [name of reviewing body] on [date].

b.

When requesting an exception in accordance with Article 51 paragraph 2 FinSA: Mention must be made that such an exception is being requested, that the prospectus has not yet been reviewed and that it is current only as of the date of the prospectus and that it does not have to be updated until a review decision has been made.

1.1.1

Explanation that the summary is to be understood as an introduction to the prospectus;

1.1.2

Explanation that the investor must base their decision to invest on the information in the prospectus in its entirety and not on the summary;

1.1.3

Explanation that liability for the summary is limited to cases where the information contained therein is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus;

1.1.4

Company name of the issuer and any guarantors or security providers

1.1.5

Registered office of the issuer and any guarantors or security providers;

1.1.6

Legal form of the issuer and any guarantors or security providers;

1.1.7

Highlighted statement to that effect if the audit company of the issuer or any guarantor or security provider is not supervised by a foreign audit oversight authority recognised by the Federal Council in accordance with Article 8 of the Audit Oversight Act of 16 December 2005¹ (AOA) and Article 2 of the Disclosure Ordinance FAOA of 23 August 2017² (DO-FAOA) [×];

1.1.8

Nature of the debt instruments;

1.1.9

If available, securities identification number such as securities number or ISIN;

1.1.10

For a public offer: key information on the offer;

1.1.11

For an admission to trading: key information on the admission to trading;

1.1.12

Prospectus of [date] approved by [name of reviewing body] on [date].

1.2.1

Information in accordance with items 1.1.1–1.1.7;

1.2.2

Nature of the securities or product categories described in the base prospectus;

1.2.3

Note that the key information on the securities for a specific public offer or a specific admission to trading of securities is supplemented in the final terms;

1.2.4

Note that the key information on any specific public offer is supplemented in the final terms;

1.2.5

Note that the key information on any admission to trading is supplemented in the final terms;

1.2.6

a. Base prospectus of [date] approved by [name of reviewing body] on [date],

b.

Note that the final terms are to be published and filed with the reviewing body as soon as possible after the final information is available; in the case of an admission to trading, this shall be by no later than the time that the securities in question are admitted to trading, published and filed with the reviewing body.

2.1

Risks

Description of the main risks regarding the issuer and any guarantors or security providers.

2.2

General information on the issuer and any guarantors or security providers

2.2.1

Company name;

2.2.2

Registered office;

2.2.3

Location of the head office provided this is not identical with the registered office [#];

2.2.4

Legal form [#];

2.2.5

Legal system applicable to the issuer and any guarantors or security providers and under which they operate[#];

2.2.6

Date of establishment and envisaged duration where this is not indefinite [#];

2.2.7

Purpose, if applicable, with reference to the relevant provision in the articles of association or the partnership agreement or reproduction of the complete wording [#];

2.2.8

Date of the articles of association or the partnership agreement [#];

2.2.9

If available, designation of the register, date of entry in this register and, if applicable, company or registration number [#];

2.2.10

If applicable, description of the group's operational structure [#];

2.2.11

If possible or envisaged: requirements for a change of issuer or guarantor or security provider.

2.3

Information on the board of directors, management, auditors and other bodies of the issuer and any guarantors or security providers

2.3.1 Composition of bodies [#]

Names and business addresses of the following persons:

a.

members of the administrative, management and supervisory bodies;

b.

if management has been delegated: members of senior and executive management bodies entrusted with management;

c.

any other bodies, including the composition of personnel thereof;

d.

any partners with personal liability in the case of partnerships with limited shares;

e.

founders, if the company has existed for less than five years.

2.3.2

Auditors or information to the effect that the limited audit will be dispensed with in accordance with Article 727a paragraph 2 CO³

a.

company name and address of the licensed statutory auditors;

b.

name of the audit oversight authority responsible for the auditors;

c.

highlighted statement if the audit company of the issuer or any guarantor or security provider is not supervised by a foreign audit oversight authority recognised by the Federal Council in accordance with Article 8 AOA and Annex 2 AOO⁴;

d.

if other auditors have been elected for the current financial year, this fact must be stated;

e.

if the auditors were voted out from office, dismissed, not re-elected or themselves resigned during the period covered by the financial statements published in the prospectus: the attendant reasons must be disclosed.

2.3.3

If the issuer or any guarantor or security provider is a state, a municipality or another public entity, analogous information is to be provided.

2.4

Business activities and prospects of the issuer and any guarantors orsecurity providers

2.4.1

Principal activities [#]

a.

Description of principal activities at the present time, stating the main products sold and services performed;

b.

details of any new products or activities.

2.4.2

Patents and licences [#]

Where material: Information on the extent to which it is dependent on patents or licences, industrial, commercial or financing contracts or new manufacturing processes.

2.4.3

Court, arbitration and administrative proceedings

a.

information on pending or impending court, arbitration or administrative proceedings, where these are of material importance in respect of assets and liabilities or profits and losses;

b.

if no proceedings in accordance with letter a are pending or threatened: a declaration to that effect.

2.4.4

If the issuer or guarantor or security provider is the parent company of a group of companies, information with respect to business activities must be provided on a group-wide, consolidated basis:

a.

the information required in accordance with items 2.4.1.–2.4.3., insofar as it is of importance in assessing the business activities and earning power;

b.

note to that effect if this information has been influenced by extraordinary events;

c.

details of the main business prospects, with an indication that these are uncertain.

2.5

Capital and voting rights of the issuer and any guarantors orsecurity providers

2.5.1

Capital structure [#]

a.

indication of the amount of ordinary, authorised and conditional capital as at the balance sheet date for the annual financial statements;

b.

number, type and par value of the securities, stating the principal characteristics in each case, such as voting rights, dividend entitlement, preferential subscription rights and similar entitlements, and stating the portion of the ordinary capital that is not paid in;

c.

if applicable, note that equity securities are admitted to trading on a trading venue.

2.5.2

Outstanding bonds presented in summary form, insofar as this is not misleading [#]

Where material, information on outstanding bonds, with a distinction made between bonds secured with physical collateral or in another manner by the issuer or third parties and unsecured bonds, stating the interest rate, maturity and currency.

2.5.3

Own equity securities [#]

Number of own equity securities held by the issuer or by any guarantors or security providers themselves or on their behalf, including own equity securities held by another company in which they hold a majority interest.

2.5.4

In the case of a special purpose vehicle it is sufficient to provide information on the guarantor or security provider.

2.6

Annual and interim financial statements of the issuer and any guarantors or security providers

2.6.1

Annual financial statements

a.

the latest published financial reports containing the annual financial statements for the last two full financial years, drawn up in accordance with a recognised financial reporting standard and audited by the auditors, companies that have existed commercially for a shorter length of time: corresponding reduction in the period which the annual financial statement presentation must cover;

b.

financial statements for the last financial year as provided for in the articles of association, insofar as they are relevant for the distribution of profits or for other rights of holders of debt securities.

2.6.2

Current balance sheet

a.

For newly founded companies: audited opening balance sheet or audited balance sheet after any contribution in kind has been made. Items 2.6.3-2.6.6 are applicable by analogy.

b.

The opening balance sheet or one prepared following a contribution in kind need not be presented if the prospectus contains one or more annual financial statements in accordance with items 2.6.3-2.6.6.

2.6.3

Audit of annual financial statements

Presentation of the auditors' report for the audited annual financial statements disclosed in the prospectus.

2.6.4

Balance sheet date

The balance sheet date of the last audited annual financial statements may be no more than 18 months in the past on the date the prospectus is published.

2.6.5

Interim financial statement for public offer without admission to trading (x) (*)

Additional interim financial statement drawn up in accordance with the same financial reporting standard as for the annual financial statement and covering at least the first six months of the financial year, if the balance sheet date of the last audited annual financial statements is more than nine months in the past on the date the prospectus is published.

2.6.6

Material changes since the most recent annual financial statements; in the case of a base prospectus, the final terms are also to be included

a.

material changes in the assets and liabilities, financial position and profits and losses since the close of the last financial year or the balance sheet date of the interim financial statements;

b.

if no material changes have occurred regarding the issuer: a declaration to that effect.

2.6.7

In the case of a special purpose vehicle it is sufficient to provide information on the guarantor or security provider.

3.1

Issue price and issue volume

If the final issue price and issue volume cannot be stated in the prospectus: indication of the maximum issue price and the criteria and conditions that can be used to determine the issue volume.

3.2

Risks

Description of the main risks regarding the securities.

3.3

Legal foundation

Resolutions, authorisations and approvals by virtue of which the securities have been or will be issued.

3.4

Rights

3.4.1

Issuing conditions

a.

for a prospectus: statement of the complete issuing conditions;

b.

for a base prospectus: complete general issuing conditions and a sample of the final terms.

3.4.2

Total amount and possible increase

Total amount of the debt instrument. If this amount has not been firmly established or if it may be increased (e.g. by enlarging the size of the issue), then this must be indicated.

3.4.3

Currencies

Currencies that are relevant to the securities, such as the issuing currency, the currency for interest payments, or the redemption currency. If a pay-out is exchange rate-dependent: indication of the applicable exchange rate.

3.4.4

Nominal value

Nominal value of the securities.

3.4.5

Denomination

Denomination of the securities.

3.4.6

Redemption price

Redemption price of the securities. If the redemption price must be calculated based on a formula, then the formula itself must be given.

3.4.7

Interest rate

The interest rate must be stated. In the case of floating-rate debt instruments the interest periods and criteria for determining the interest rate must also be given.

3.4.8

Interest due dates

Date from which interest becomes payable and the due dates for interest.

3.4.9

Term and redemption

Term of the securities and modalities of redemption.

3.4.10

Prescription

Prescripted period for claims to interest and redemption.

3.4.11

Security

3.4.11.1

description of the nature and scope of any security provided;

3.4.11.2

law applicable to the securities, and place of jurisdiction;

3.4.11.3

in the case of guarantees, sureties or similar commitments by third parties:

a.

full wording, if it is not of such a substantial volume that the reviewing body consents to a substitute presentation in the summary;

b.

supplementary description, if the full wording does not sufficiently cover the legal nature, scope and enforceability of the guarantee commitment;

c.

note to investors informing them that they may obtain the full wording free of charge.

3.4.11.4

For government guarantees:

a.

full wording or, if deemed equivalent for the investor, reference to the applicable legal provisions

b.

information about the content of the government guarantee, namely whether it also secures the specific securities

c.

information on how any claims against the government that may arise from the guarantee commitment can be asserted and enforced;

3.4.11.5

For a keep-well agreement:

a.

full wording or, of it is not sufficient for the investor, information on the nature and binding character of the agreement; in particular, the following must be set out:

–

the issuer's legal right to enforce it;

–

the investor's legal right to enforce it, namely whether claims on it can be asserted directly against the guarantor or security provider;

–

whether its terms may be changed by the contractual parties with or without the approval of third parties;

–

change to its terms as a case of early redemption;

–

the inclusion of the issuer in the scope of consolidation of the company that concluded the agreement;

b.

statement that it constitutes neither a guarantee nor a joint and several surety.

3.4.12

Subordination

Information on any subordination of the securities with respect to other of the issuer's existing or future liabilities.

3.4.13

Applicable law and place of jurisdiction

Law applicable to the securities, and place of jurisdiction.

3.4.14

Paying, calculation and exercise agents

If applicable, information on these agents.

3.4.15

Trustee

If a trustee plays an intermediary role between the issuer and the bondholder (trustee constructions):

a.

brief profile of the trustee;

b.

authority of the trustee;

c.

conditions under which the trustee may be replaced;

d.

applicable law and place of jurisdiction of the trustee agreement, together with indication of where the agreements in question may be inspected.

3.4.16

Form of securities

a.

indication of whether certificated security, global certificate or uncertificated security;

b.

in the case of certificated securities: Indication of whether in bearer or registered form;

c.

in the case of uncertificated securities: information on how they may be transferred, as well as on proof of legal ownership, or, in the case of uncertificated securities, information on the applicable legal provisions and the person who maintains the ledger of uncertificated securities and, if applicable, the main register of the issue in question;

d.

for securities certificated in the form of one or more permanent global certificates or issued as uncertificated securities: the prospectus must state clearly that investors not be able to demand the delivery of individual certificates.

3.5

Convertible bonds and exchangeable claims

3.5.1

Conversion and exchange conditions

Convertible bonds and exchangeable claims: Statement of the detailed conversion or exchange conditions, with specific reference made to the circumstances under which the conditions and the related procedures may be altered.

3.5.2

Underlying instruments

Underlying instruments admitted to trading:

For convertible bonds and exchangeable claims that relate to participation rights that are already admitted to trading on a Swiss or a recognised foreign trading venue:

a.

company name and domicile of the issuer of the underlying instrument;

b.

securities identification numbers of the underlying instrument such as securities number or ISIN;

c.

transferability of the underlying instrument, and any restrictions on tradability, as well as details of the type of instrument (e.g. registered security);

d.

details of where information on the past performance of the underlying instrument can be obtained;

e.

details of where the current annual reports relating to the issuers of the underlying instrument may be obtained free of charge for the entire term of the securities.

Underlying instruments not admitted to trading:

For participation rights to which a convertible bond or exchangeable claim relates, which are not admitted to trading on a Swiss or a recognised foreign trading venue and whose admission to trading is not being applied for at the same time: Information which enables the investor to make an assessment of the participation rights.

3.6

Warrant bonds

Complete details about the securities and the warrant terms, as well as all stipulated information on the underlying instrument in accordance with the «Derivatives» scheme.

3.7

Asset-backed securities

3.7.1

Transaction summary

3.7.1.1

Description:

a.

of the central characteristics and structure of the transaction;

b.

of the risks associated with the acquisition of the securities;

c.

of the opportunities that exist for enforcing investor rights.

3.7.1.2

Reference to refer to the detailed information provided in the prospectus, and explanations of the relationships between the relevant documents.

3.7.2

Transaction overview

a.

the main elements of the transaction, specifically, its structure, the parties involved and their function, as well as financial interests in the special structure, the flow of funds (liquidity), credit enhancement and procedure to end the transaction either in the regular way or early;

b.

details of the sureties or assets that serve as collateral, as well as the associated risks;

c.

information for the previous three years on the performance of the assets, the degree of collateralisation/security margin in relation to the financial obligations, and the default rates for the portfolio as a whole and per asset class. If the securitised portfolio itself has not yet existed for three years, reference may be made to empirical values for portfolios of the same type;

d-

structure of the risks associated with the transaction, including third-party risk;

e.

legal risks;

f.

information on other significant risks associated with the structure and with the assets serving as collateral.

3.8

Publication

a.

Information on where notices about the securities and about the issuer or guarantors or security providers will be published;

b.

if notices are to be published on a website, the prospectus must provide the website address.

3.9

Restrictions on transferability, tradability

Transferability of the securities and any transfer restrictions.

3.10

Securities identification number

If available, securities identification number such as securities number or ISIN.

3.11

Settlement date

Information on the payment or delivery deadline where conversion or other rights are exercised or the securities expire.

3.12

Information on admission to trading [×]

3.12

The planned duration for which the securities will be traded, stating the last trading day.

3.12.2

Trading volume

Information on the minimum trading volume of the securities, if only multiple denominations can be traded.

3.13

Information on the offer [∞]

3.13.1

Nature of the issue

Nature of the securities issue; specifically, in the case of firm underwritings, the lead underwriter must be stated. If the firm underwriting applies to only a portion of the issue, the level of the underwriting commitment must be given.

3.13.2

Issue price

Issue price of the securities.

3.13.3

International issue, simultaneous public and private placement

a.

if applicable, indication that the issue is being placed simultaneously on different domestic and foreign markets, and individual tranches are reserved for one or more markets; information on these reserved tranches;

b.

if applicable, information on the respective trading venues if the securities have already been admitted to trading, or an application for their admission to trading has been submitted;

c.

if applicable, information on the nature of the processes involved, as well as the number – if determined –and the characteristics of the securities in question, if securities of the same type are being privately subscribed for or placed simultaneously or almost simultaneously with the issue, or if securities of other types are being issued in view of a public or private placement.

3.13.4

Net proceeds

Estimated net proceeds from the issue, broken down according to the main types of appropriation.

3.13.5

Selling restrictions

Highlighted information on any selling restrictions according to foreign law.

4.1

Information about the companies or persons which take responsibility for the content of the prospectus or, where applicable, for certain designated sections of it:

a.

company name and registered office of the companies or persons concerned;

b.

declarations by these companies or persons that the information is correct to the best of their knowledge and that no material facts or circumstances have been omitted.

---

¹ SR 221.302
² SR 221.302.34
³ SR 220
⁴ SR 221.302.3

0.1

Relaxations of requirements

Relaxations of requirements in accordance with Article 57 are designated as follows:

a.

Relaxations of requirements for issuers in accordance with Article 47 paragraph 1 FinSA: [*];

b.

Relaxations of requirements for issuers in accordance with Article 47 paragraph 2 letter c FinSA: [#];

c.

Relaxation of requirements for public offer without admission to trading: [×];

d.

Relaxation of requirements for admission to trading without public offer: [∞].

0.2

Information on the first page

0.2.1

Prospectus of [date] approved by [name of reviewing body] on [date];

0.2.2

When requesting an exception in accordance with Article 51 paragraph 2 FinSA: Mention must be made that such an exception is being requested, that the prospectus has not yet been reviewed and that it is current only as of the date of the prospectus and that it does not have to be updated until a review decision has been made;

0.2.3

Prominently placed bold highlighted text: stating that the derivative:

a.

is not a collective investment scheme and is not subject to authorisation by the Swiss Financial Market Supervisory Authority (FINMA);

b.

entails an issuer risk; and

c.

need not necessarily be issued, guaranteed or secured in an equivalent manner by a supervised institution within the meaning of Article 70 paragraph 1 FinSA.

1.1.1

Explanation that the summary is to be understood as an introduction to the prospectus;

1.1.2

Explanation that the investor must base their decision to invest on the information in the prospectus in its entirety and not on the summary;

1.1.3

Explanation that liability for the summary is limited to cases where the information contained therein is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus;

1.1.4

Company name of the issuer and any guarantors or security providers;

1.1.5

Registered office of the issuer and any guarantors or security providers;

1.1.6

Legal form of the issuer and any guarantors or security providers;

1.1.7

If the audit company of the issuer or any guarantor or security provider is not supervised by a foreign audit oversight authority recognised by the Federal Council in accordance with Article 8 AOA¹ and Annex 2 AOO², a highlighted statement to that effect[×];

1.1.8

Nature of the securities;

1.1.9

If available, securities identification number such as securities number or ISIN;

1.1.10

For a public offer: key information on the offer;

1.1.11

For an admission to trading: key information on the admission to trading;

1.1.12

Prospectus of [date] approved by [name of reviewing body] on [date].

1.2.1

Information in accordance with items 1.1.1–1.1.7;

1.2.2

Nature of the securities described in the base prospectus;

in accordance with the Swiss Derivative Map of the Swiss Structured Products Association (SSPA), the nature of the securities may be categorised as capital protection products, yield enhancement products, participation products, leverage products or products with reference entities;

1.2.3

Note that the key information on the securities for a specific public offer or a specific admission to trading of securities is supplemented in the final terms;

1.2.4

Note that the key information on any specific public offer is supplemented in the final terms;

1.2.5

Note that the key information on any admission to trading is supplemented in the final terms;

1.2.6

a. base prospectus of [date] approved by [name of reviewing body] on [date],

b.

note that the final terms are to be published and filed with the reviewing body as soon as possible after the final information is available. In the case of an admission to trading, this shall be by no later than the time that the securities in question are admitted to trading.

2.1

Risks

Description of the main risks with regard to the issuer and any guarantors or security providers.

2.2

General information on the issuer and any guarantors or security providers

2.2.1

Company name;

2.2.2

Registered office;

2.2.3

Location of the head office provided that this is not identical with the registered office [#];

2.2.4

Legal form [#];

2.2.5

Legal system applicable to the issuer and any guarantors or security providers and under which they operate [#];

2.2.6

Date of establishment and the envisaged duration where this is not indefinite [#];

2.2.7

Purpose, if applicable, with reference to the relevant provision in the articles of association or the partnership agreement or reproduction of the complete wording [#];

2.2.8

Date of the articles of association or the partnership agreement of the issuer and any guarantors or security providers [#];

2.2.9

If available, designation of the register, date of entry in this register and, if applicable, company or registration number [#];

2.2.10

If applicable, description of the group's operational structure.

2.3

Information on the board of directors, management, auditors and other bodies of the issuer and any guarantors or security providers

2.3.1

Composition of bodies [#]

Names and business addresses of the following persons:

a.

members of the administrative, management and supervisory bodies;

b.

if management has been delegated: members of senior and executive management bodies entrusted with management;

c.

any other bodies, including the composition of personnel thereof;

d.

any partners with personal liability in the case of limited partnerships;

e.

founders, if the company has existed for less than five years.

2.3.2

Auditors or information to the effect that the limited audit will be dispensed with in accordance with Article 727a paragraph 2 CO³

a.

name or company name and address of the licensed statutory auditors;

b.

if other auditors have been elected for the current financial year, this fact must be indicated;

c. If the auditors were voted out of office, dismissed, not re-elected or themselves resigned during the period covered by the financial statements published in the prospectus, the attendant reasons must be disclosed.

2.4

Business activities of the issuer and any guarantors or security providers

2.4.0

General information

If the issuer or guarantor or security provider is the parent company of a group of companies, the following information with respect to business activities must be provided on a group-wide, consolidated basis.

a.

The information required in accordance with items 2.4.1–2.4.2 insofar as it is of material importance in assessing the business activities and earning power;

b.

if this information has been influenced by extraordinary events: a special note to this effect must be included;

c.

details of the main prospects, with an indication that these are uncertain.

2.4.1

Principal activities [#]

Description of principal activities at the present time, stating the main categories of services offered.

2.4.2

Court, arbitration and administrative proceedings:

a.

information on pending or threatened court, arbitration or administrative proceedings, where these are of material importance in respect of assets and liabilities or profits and losses;

b.

negative declaration to that effect if no proceedings are pending or impending.

2.5

Capital and voting rights of the issuer and any guarantors or security providers

2.5.0

General information

If the guarantor or security provider is an institution in accordance with Article 70 paragraph 1 FinSA, it is sufficient to furnish information on the guarantor or security provider only.

2.5.1

Capital structure [#]

a.

indication of the amount of ordinary, authorised and conditional capital as at the balance sheet date of the annual financial statements;

b.

number, type and par value of the securities, stating the principal characteristics in each case, such as voting rights, dividend entitlement, preferential subscription rights and similar entitlements, and stating the portion of the ordinary capital that is not paid in;

c.

if applicable, note that equity securities are admitted to trading on a trading venue.

2.5.2

Outstanding bonds presented in summary form, insofar as this is not misleading [#]

Where material, information on outstanding bonds, with a distinction made between bonds secured with physical collateral or in another manner by the issuer or third parties and unsecured bonds, stating the interest rate, maturity and currency.

2.5.3

Own equity securities [#]

Number of own equity securities held by the issuer or by guarantors or security providers themselves or on their behalf, including own equity securities held by another company in which they hold a majority interest.

2.6

Annual and interim financial statements of the issuer and any guarantors or security providers

2.6.1

Annual financial statements

a.

the latest published financial report containing the annual financial statements for the last two full financial years, drawn up in accordance with a recognised financial reporting standard and audited by the auditors. Companies that have existed commercially for a shorter length of time: corresponding reduction in the period which the annual financial statement presentation must cover;

b.

financial statements for the last financial year as provided for in the articles of association, insofar as they are relevant for the distribution of profits or for other rights of holders of derivatives.

2.6.2

Current balance sheet

a.

for newly founded companies: audited opening balance sheet or audited balance sheet after any contribution in kind has been made. Items 2.6.3–2.6.6 are applicable by analogy;

b.

the opening balance sheet or one prepared following a contribution in kind need not be presented if the prospectus contains one or more annual financial statements in accordance with items 2.6.3–2.6.6.

2.6.3

Audit of annual financial statements

Presentation of the auditors' report for the audited annual financial statements disclosed in the prospectus.

2.6.4

Balance sheet date

The balance sheet date of the last audited annual financial statements may be no more than 18 months in the past on the date the prospectus is published.

2.6.5

Interim financial statement for public offer without admission to trading [x] [*]

Additional interim financial statement drawn up in accordance with the same financial reporting standard as for the annual financial statement and covering at least the first six months of the financial year, if the balance sheet date of the last audited annual financial statements is more than nine months in the past on the date the prospectus is published.

2.6.6

Material changes since the most recent annual financial statements (in the case of a base prospectus, the final terms are also to be included)

c.

material changes in the assets and liabilities, financial position and profits and losses since the close of the last financial year or the balance sheet date of the interim financial statements.

d.

a declaration to that effect if no material changes have occurred with regard to the issuer.

2.6.7

If the guarantor or security provider is an institution in accordance with Article 70 paragraph 1 FinSA, it is sufficient to furnish information on the guarantor or security provider only.

3.0

Information in the base prospectus

General description of the categories of securities or products to be issued under the base prospectus, for example, based on the description of the main product categories contained in the SSPA Swiss Derivative Map of the Swiss Structured Products Association.

3.1

Risks

Description of the main risks with regard to the securities, in the form of an outline description of the loss potential of the securities in words or a graph showing the performance of the derivatives as a function of the underlying instrument.

3.2

Conditions

3.2.0

General information

a.

for a prospectus: statement of the complete issuing conditions.

b.

for a base prospectus: publication of the general issuing conditions and a sample of the final terms.

3.2.1

Currencies

Currencies that are relevant to the securities, such as the issuing currency, the currency for interest payments, and/or the redemption currency. If a payout is exchange rate-dependent; indication of the applicable exchange rate.

3.2.2

Denomination

If applicable, denomination of the securities.

3.2.3

Redemption

a.

redemption amount of the securities. If the redemption amount must be calculated on the basis of a formula: indication of the formula;

b.

modalities of redemption.

3.2.4

Interest rate/coupon

The interest rate must be stated. In the case of floating-rate securities, the interest periods and criteria for determining the interest rate must also be given.

3.2.5

Interest due dates

Date from which interest becomes payable and the due dates for interest.

3.2.6

Term

Term of the securities.

3.2.7

Prescription

3.2.8

Subordination

If applicable, information concerning subordination of the securities with respect to other of the issuer's existing or future liabilities.

3.2.9

Applicable law and place of jurisdiction

Law applicable to the securities, and place of jurisdiction.

3.2.10

Paying, calculation and exercise agents

If applicable, information on the paying, calculation and exercise agent.

3.2.11

Form of securities

a.

indication of whether certificated security, global certificate or uncertificated security;

b.

in the case of uncertificated securities: information on how they may be transferred, as well as on proof of legal ownership, or, in the case of uncertificated securities, information on the applicable legal provisions and the person who maintains the ledger of uncertificated securities and, if applicable, the main register of the issue in question;

c.

for securities certificated in the form of one or more permanent global certificates or issued as uncertificated securities: the prospectus must state clearly that investors cannot demand the delivery of individual certificates.

3.2.12

Rights and modification modalities attached to the securities

a.

information on the rights attached to the securities;

b.

for securities with a dynamic structure: indication of how the price-related parameters in the product conditions, such as the composition of underlying instruments, may be modified during the term and an indication of whether the issuer may make modifications and, if so, which modifications.

3.2.13

Exercise procedure

General information on how any exercise procedure must be followed by the investor and, in particular, on the time and place at which the exercise declaration must be submitted.

3.2.14

Exercise modalities

Information on the key exercise ratio, as well as the last date on which exercise is possible, including the time if this is not the same as the close of trading. Special reference to any limit on the maximum exercise volume that is permitted per day, as well as to the stipulation of minimum exercise volumes.

3.2.15

Possibilities to make modifications

a.

information on the modification of the conditions applicable to securities in the event of unforeseeable changes in the underlying instruments, such as an exchange of securities or similar transactions;

b.

if applicable, information on the possibility to make subsequent modifications to the conditions independently of unforeseeable changes in the underlying instruments.

3.2.16

Capital protection

a.

amount and calculation of capital protection;

b.

if applicable, indication of when the capital protection is tied to conditions, such as reaching, exceeding or falling below certain thresholds.

3.2.17

Writers' warrants («Stillhalter-Optionen»)

Declaration under the section entitled «Issuer cover» that the corresponding number of underlying instruments has been pledged to or deposited with the issuer or the holder of the warrants, so that the issuer is able at all times to fulfil its obligation to deliver the instruments.

3.2.18

Change of issuer or guarantor or security provider

If applicable, requirements for a change.

3.3

Underlying instruments

3.3.1

General information

a.

general designation of the underlying instruments and, if no description of the underlying instruments is publicly accessible, a brief description of the underlying instruments;

b.

where available, the ISIN of the underlying instruments; otherwise an alternative unique identifier;

c.

if the underlying instruments are traded on a trading venue: the name of the trading venue, otherwise information on where the price-setting mechanism for the underlying instruments is available to the public.

3.3.2

Additional information for securities on participation rights or claims

a.

note if a delivery of the underlying is planned and transferability of the underlying instruments is restricted, if applicable;

b.

information on where the current annual reports for the issuers of the underlying instruments may be obtained free of charge for the term of the securities, provided they are not available on the website of the issuer of the underlying instruments or cannot be obtained via the latter;

3.3.3

Additional information for securities on collective investment schemes

Information on the fund management or issuing company, and details of the composition or investment universe of the collective investment scheme in question, if this information is not publicly accessible.

3.3.4

Additional information for securities on indices

a.

name of the agency that calculates and publishes the index (index sponsor), if this information is not publicly accessible;

b

details of where the information on the securities universe is publicly accessible and on the method of calculating the index is available;

c.

indication of whether the index in question is a price or performance (total return) index.

3.3.5

Additional information for securities on standardised options and futures contracts

a.

contract months, including the term and the expiry, or information on the roll-over mechanism;

b

contract unit and price quotation.

3.3.6

Additional information for securities on baskets of underlying instruments

a.

initial fixing plus the percentage and, where appropriate, shares of the initial weighting of basket instruments;

b.

if the composition of the basket is subject to predefined modifications, then the permitted investment universe must be defined.

3.3.7

Actively managed certificates

Reference to active management in the prospectus and the final terms.

a.

Key data on the investment strategy, such as securities universe, criteria for selecting securities, information on how income from underlying instruments is treated;

b.

name or company name and place of residence or registered office of the manager of the investment strategy as well as information on the supervisory authority or, if applicable, a declaration that the manager is not prudentially supervised;

c.

details of all compensation paid, such as, in particular, management fees for the manager of the investment strategy for the product;

d.

note on where the information on the investment strategy can be obtained free of charge;

e.

note on where the monthly updated percentage-weighted composition of the underlying instrument is accessible.

3.4

Publication

3.4.1

Information on where notices about the securities and about the issuer or any guarantors or security providers are published.

3.4.2

If notices are to be published on a website, the prospectus must provide the website address.

3.5

Restrictions on transferability, tradability

Transferability of the securities and any transfer restrictions.

3.6

Securities identification number

If available, securities identification number such as securities number or ISIN.

3.7

Fees

Fees levied on the investor after issue during the term.

3.8

Provision of security

3.8.1

Description of the nature and scope of any security provided;

3.8.2

Law applicable to the securities, and place of jurisdiction;

3.8.3

In the case of guarantees, sureties or similar commitments by third parties:

a.

full wording, if it is not of such a substantial volume that the reviewing body consents to a substitute presentation in the summary;

b.

supplementary description, if the full wording does not sufficiently cover the legal nature, scope and enforceability of the guarantee commitment;

c.

note to investors informing them that they may obtain the full wording free of charge.

3.8.4

For government guarantees:

a.

full wording or, if deemed equivalent for the investor, reference to the applicable legal provisions;

b.

information about the content of the government guarantee, namely whether it also secures the specific securities;

c.

information on how any claims against the government that may arise from the guarantee commitment can be asserted and enforced.

3.8.5

For a keep-well agreement:

a.

full wording or, if it is not sufficient for the investor, information on the nature and binding character of the agreement; in particular, the following must be set out:

–

the issuer's legal right to enforce it,

–

the investor's legal right to enforce it, namely whether claims on it can be asserted directly against the guarantor or security provider,

–

whether its terms may be changed by the contractual parties with or without the approval of third parties,

–

change to its terms as a case of early redemption,

–

the inclusion of the issuer in the scope of consolidation of the company that concluded the agreement;

b.

statement that it constitutes neither a guarantee nor a joint and several surety.

3.9

Information on admission to trading [×]

3.9.1

Duration of trading

The planned duration for which the securities will be traded, stating the last trading day and time if trading does not continue until the close of trading.

3.9.2

Trading volume

Information on the minimum trading volume of the securities, if only multiple denominations can be traded.

3.9.3

Type of quoting

For securities with an interest component, such as reverse convertibles: information on whether the securities will be traded or quoted including accrued interest or whether the accrued interest will be shown separately (flat/dirty trading or clean trading).

3.10

Information on the offer [∞]

3.10.1

Issue price

Issue price of the securities.

3.10.2

Selling restrictions

Highlighted information on any selling restrictions according to foreign law.

3.11

Taxes

Any Swiss withholding taxes levied on income from the securities.

4.1

Information about the companies or persons which take responsibility for the content of the prospectus or, if applicable, for certain designated sections of it

a.

company name and registered office of the companies or persons concerned;

b.

declarations by these companies or persons that the information is correct to the best of their knowledge and that no material facts or circumstances have been omitted.

---

¹ SR 221.302
² SR 221.302.3
³ SR 220

0.1

Relaxations of requirements

Relaxations of requirements in accordance with Article 57 are designated as follows:

a.

Relaxations of requirements for issuers in accordance with Article 47 paragraph 1 FinSA: [*];

b.

Relaxations of requirements for issuers in accordance with Article 47 paragraph 2 letter c FinSA: [#];

c.

Relaxation of requirements for public offer without admission to trading: [×];

d.

Relaxation of requirements for admission to trading without public offer: [∞];

e.

Relaxation of requirements for rights issue: [◊].

0.2

Information on the first page

Prospectus of [date] approved by [name of reviewing body] on [date].

1.1

Explanation that the summary is to be understood as an introduction to the prospectus;

1.2

Explanation that the decision by an investor to invest must be based on the information in the prospectus in its entirety and not on the summary;

1.3

Explanation that liability for the summary is limited to cases where the information contained therein is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus;

1.4

Company name of the issuer;

1.5

Registered office of the issuer;

1.6

Nature of the equity securities;

1.7

If available, securities identification number such as securities number or ISIN;

1.8

For a public offer: key information on the offer;

1.9

For an admission to trading: key information on the admission to trading;

1.10

Prospectus of [date] approved by [name of reviewing body] on [date].

2.1

Risks

Description of the main risks with regard to the issuer and its industry.

2.2

General information on the issuer

2.2.1

Company name;

2.2.2

Registered office;

2.2.3

Location of the head office provided this is not identical with the registered office [#];

2.2.4

Legal form [#];

2.2.5

Legal system applicable to the issuer and under which it operates [◊][#];

2.2.6

Date of establishment and envisaged duration where this is not indefinite [#];

2.2.7

Purpose if applicable, with reference to the relevant provision in the articles of association or the partnership agreement or reproduction of the complete wording [◊][#];

2.2.8

Date of the articles of association [◊][#];

2.2.9

If available: Designation of the register, date of entry in this register and, if applicable, company or registration number [◊][#];

2.2.10

If applicable, description of the group's operational structure.

2.3

Information on the board of directors, management, auditors and other bodies of the issuer

2.3.1

Composition of bodies

Names and business addresses of the following persons:

a.

members of the administrative, management and supervisory bodies;

b.

if management has been delegated: members of senior and executive management bodies entrusted with management;

c.

any other bodies, including the composition of personnel thereof;

d.

any partners with personal liability in the case of partnerships limited by shares;

e.

founders, if the company has existed for less than five years.

2.3.2

Functions and activities

Information on the persons in the positions in accordance with item 2.3.1:

a.

function at the issuer;

b.

activity within the issuer;

c.

principal activities which they perform outside the issuer, where these are relevant to the issuer;

d.

names of all listed and other major enterprises and companies where these persons have been members of the administrative, management or supervisory bodies, or partners, at any time in the past five years, indicating whether or not the individual is still a member of the administrative, management or supervisory body, or a partner, where these are relevant to the issuer.

2.3.3

Legal proceedings and convictions

The following information on persons in accordance with item 2.3.1:

a.

convictions for major or minor economic or white-collar crime in the last five years;

b.

legal proceedings brought by statutory or regulatory authorities, including designated professional associations, that are ongoing or have been concluded with a sanction;

c.

if no information in accordance with letters a or b has to be disclosed: a declaration to that effect.

2.3.4

Additional information on management

2.3.4.1

If activities and tasks in connection with the management of real estate investments or other significant business activities of the issuer have been outsourced to third parties: Information on these persons, stating for each:

a.

professional qualifications, of the executive bodies in the case of companies;

b.

principal contractual conditions;

c.

the length of mandates; and

d.

the fee, specifically the compensation which the issuer remits to third parties for management and other services.

2.3.4.2

The information on professional qualifications may be omitted if the issuer concerned is a company that operates under the supervision of FINMA or a comparable foreign supervisory authority.

2.3.5

Conflicts of interest

Disclosure of potential conflicts of interest, in particular, links between members of the board of directors, management and the auditors, on the one hand, and promoters or counterparties in buying or selling transactions involving real estate, or the managers and assessors of the real estate holdings, on the other.

2.3.6

Securities and option rights

a.

number of securities and percentage share of voting rights in the issuer, whether exercisable or not, that are held in total by persons in accordance with item 2.3.1, as well as rights that are granted to these persons when they purchase those securities, including the conditions attached to exercising these rights;

b.

information on sales restrictions placed on persons in accordance with item 2.3.1;

c.

if applicable, information to the effect that the reference date for this information is not the date of the prospectus;

d.

any material changes in the information in question that may have arisen since the reference date.

2.3.7

Auditors or information to the effect that the limited audit will be dispensed with in accordance with Article 727a paragraph 2 CO¹

a.

company name and address of the licensed statutory auditors;

b.

name of the audit oversight authority responsible for the auditors;

c.

highlighted statement to that effect if the audit company of the issuer or any guarantor or security provider is not supervised by a foreign audit oversight authority recognised by the Federal Council in accordance with Article 8 AOA² and Annex 2 AOO³ [×];

d.

if other auditors have been elected for the current financial year, this fact must be stated;

e.

if the auditors were voted out of office, dismissed, not re-elected or themselves resigned during the period covered by the financial statements published in the prospectus: the attendant reasons must be disclosed.

2.4

Business activities and prospects

2.4.0

General information

a.

the information required in items 2.4.1–2.4.7 insofar as it is of material importance in assessing the issuer's business activities and earning power;

b.

note to that effect if this information has been influenced by extraordinary events;

c.

details of the main business prospects, with an indication that these are uncertain;

d.

if applicable to the business activities of the real estate company: information in accordance with items 2.4.4–2.4.6.

2.4.1

Principal activities [◊][#]

a.

description of principal activities at the present time, stating the main categories of services performed and activities;

b.

indication of any new services and activities.

2.4.2

Information on real estate and equity holdings

a.

for every property whose current fair value constitutes more than two percent of the issuer's total assets; the 15 largest properties must be disclosed in any event:

–

address,

–

ownership circumstances, such as sole ownership, joint ownership; condominium ownership or building rights: the percentage shares,

–

year of construction,

–

year of the most recent comprehensive renovation,

–

property area,

–

overview of usable space, broken down into residential, office, commercial, storage, parking spaces;

b.

for every real estate category:

–

current fair value,

–

rental income per year,

–

segmentation by market,

–

breakdown of the investment portfolio into subsegments,

–

vacancy rate as a percentage of target rental income,

–

in the case of industrial, office or commercial properties: maturity analysis of the leases;

c.

information at company level:

–

the five most important tenants, stating their name or company name and the percentage of total rental income generated by these parties,

–

for leases concluded with two or more companies that are associated with each other to form a group of companies by a majority of voting rights or capital ownership, or by control in any other way: disclosure of all leases with this group of companies if, from a consolidated point of view, those entities rank among the issuer's five most important tenants;

d.

properties in development:

For properties in development or projects, in addition to the information listed in letter a:

–

description of the project,

–

status of project (permits, buildings, sales/rentals),

–

estimated completion date;

e.

issuer's equity holdings in real estate companies

–

equity holdings in real estate companies that constitute at least 10 percent of the issuer's consolidated total assets (material equity holdings), stating the name of the real estate company and the amount of the equity holding,

–

the same information for material equity holdings in non-exchange-listed real estate companies, insofar as this data is available to the issuer (shareholder) via the financial statements of the real estate companies involved, or it has been notified to the issuer for publication.

2.4.3

Valuation methods

Description of the valuation methods applied.

2.4.4

Assessors

Information on the independent assessors that have been engaged to conduct property assessments.

2.4.5

Court, arbitration and administrative proceedings

a.

information on pending or impending court, arbitration or administrative proceedings, where these are of material importance to the issuer's assets and liabilities or profits and losses;

b.

corresponding declaration if no such proceedings are pending or impending.

2.4.6

Number of employees [◊][#]

Number of employees on the balance sheet date for the financial statements contained in the prospectus.

2.5

Investment policy

2.5.1

Principles of investment policy

a.

description of the investment objectives and the commercial orientation of the issuer, such as real estate in the existing portfolio, projects, real estate services, including the financial goals and investment policy, such as specialisation in commercial or residential properties, geographical areas, companies of a speculative and/or unusual nature, as well as the means of financing, in particular the principles applied to mortgaging and debt financing;

b.

permissible and non-permissible investment properties;

c.

weighting of the various real estate categories;

d.

principles of risk diversification;

e.

description of the dividend policy;

f.

if a presentation of performance is included: disclosure of the criteria or recognised standards applied;

g.

description of the instruments and investment techniques used to hedge risk or maximise returns, such as options and futures, forward contracts, securities lending, hedging instruments against currency and interest rate risks;

h.

details of financing principles;

i.

description of authorities in respect of changes to investment policy.

2.5.2

Investments made

Figures on the principal investments made during the period covered by the historical annual financial statements.

2.5.3

Current investments

Principal current investments, indicating how these investments are distributed geographically (domestic and international).

2.5.4

Investments already approved

Principal future investments that have already been decided by the investor and for which commitments have been entered into.

2.6

Capital and voting rights

2.6.1

Capital structure

a.

amount of ordinary, authorised and conditional capital as at the balance sheet date for the annual financial statements;

b.

number, type and par value of the securities, stating the principal characteristics in each case, such as dividend entitlement, preferential subscription rights and similar entitlements, and stating the portion of the ordinary capital that is not paid in;

c.

if applicable, note that equity securities are admitted to trading on a trading venue.

2.6.2

Voting rights

Description of voting rights and any related restrictions, along with an indication of group clauses provided for in the articles of association, and of rules on granting exemptions, particularly in the case of proxies for institutional investors.

2.6.3

Possibilities to change existing capital

If a change in capital has been decided:

a.

maximum scope of the capital change and, if applicable, duration of the period in which the capital change can be carried out;

b.

group of beneficiaries who have or will have subscription rights for this additional capital;

c.

conditions and modalities for the issue or creation of the securities that correspond to this additional capital.

2.6.4

Unit and profit-sharing certificates [◊][#]

If the issuer has issued units that do not represent capital, such as profit-sharing certificates: number and main characteristics.

2.6.5

Authorised or conditional capital presented in summary form, insofar as this is not misleading

a.

outstanding convertible bonds and the number of options issued by the issuer or by group companies on the issuer's securities, including employee options, which must be presented separately, stating durations and the conversion or warrant terms [◊][#];

b.

where material, information on outstanding bonds, broken down according to bonds secured with physical collateral or in another manner by the issuer or third parties and unsecured bonds, stating the interest rate, maturity and currency;

c.

where material, total amount of all other borrowing and financial liabilities, broken down according to secured and unsecured liabilities, stating the interest rate, maturity and currency;

d.

where material, the total amount of contingent liabilities, as well as their maturities and currencies.

2.6.6

Capitalisation and indebtedness [◊][#]

Produced no more than 90 days prior to the date of the prospectus, a general overview of capitalisation and indebtedness, including indirect debt and contingent liabilities, broken down into guaranteed and non-guaranteed, secured and unsecured debt.

2.6.7

Provisions in the articles of association that differ from the legal provisions [◊][#]

Any provisions in the articles of association that differ from the legal provisions in respect of changes to capital and the rights attached to the individual types of security.

2.6.8

Inclusion on the agenda [◊][#]

Rules for including items in the agenda of the annual general meeting, with particular regard to deadlines and reference dates.

2.6.9

Own participation rights [◊][#]

Number of own participation rights held by the issuer or on its behalf, including participation rights issued by the issuer and held by another company in which the issuer has a majority interest.

2.6.10

Significant shareholders

Information in accordance with Articles 120 and 121 FMIA⁴ and the corresponding implementation provisions of the FMIO-FINMA⁵, insofar as they are known to the issuer.

2.6.11

Cross-shareholdings

Cross-shareholdings that exceed 5 percent of the holdings of capital or voting rights on both sides.

2.6.12

Public purchase offers [×]

Information on any easing of or exemption from the obligation to make a public purchase offer in accordance with Articles 135 and 136 FMIA as per the company's articles of association («opting out» and «opting up» clauses), stating the percentage threshold.

2.6.13

Dividend entitlement

Date on which entitlement to dividends begins. Details of any withholding taxes levied on the dividends, as well as information on whether or not these withholding taxes will be defrayed by the issuer.

2.6.14

Employee participation

Means by which employees at all levels may participate in the issuer, where material.

2.7

Information policy

Frequency and form of information from the issuer to its shareholders as well as indication of permanent sources of information and contact addresses for the issuer that are publicly accessible or may be used in particular by shareholders, such as links to websites, information centres and printed documents.

2.8

Annual and interim financial statements

2.8.1

Annual financial statements

a.

the last two published financial reports containing the annual financial statements for the last three full financial years, drawn up in accordance with a recognised financial reporting standard and audited by the auditors, insofar as the issuer has existed for three years. Companies that have existed commercially for a shorter length of time: corresponding reduction in the period which the annual financial statement presentation must cover;

b.

financial statements for the last financial year as provided for in the articles of association, insofar as they are relevant for the distribution of profits or for other rights of holders of equity securities.

2.8.2

Current balance sheet

a.

for newly founded companies: audited opening balance sheet or audited balance sheet after any contribution in kind has been made. Items 2.8.3–2.8.7 are applicable by analogy.

b.

The opening balance sheet or one prepared following a contribution in kind need not be presented if the prospectus contains one or more annual financial statements in accordance with items 2.8.3–2.8.7.

2.8.3

Audit of annual financial statements

Presentation of the auditors' report for the audited annual financial statements disclosed in the prospectus.

2.8.4

Balance sheet date

The balance sheet date of the last audited annual financial statements may be no more than 18 months in the past on the date the prospectus is published.

2.8.5

Interim financial statement for public offer without admission to trading [*]

Additional interim financial statement drawn up in accordance with the same financial reporting standard as for the annual financial statement and covering at least the first six months of the financial year, if the balance sheet date of the last audited annual financial statements is more than nine months in the past on the date the prospectus is published.

2.8.6

Material changes since the most recent annual or interim financial statement

a.

material changes in the issuer's assets and liabilities, financial position and profits and losses since the close of the last financial year or the balance sheet date of the interim financial statements;

b.

additional financial information, insofar as circumstances permit, if:

–

the structure of an issuer has undergone a material change that has not been presented in audited financial statements, or

–

the material structural change arises from a specific intended transaction;

c.

a declaration to that effect if no material changes have occurred with regard to the issuer.

2.8.7

Notes

Additional points in the notes to the financial statements

a.

inventory of company assets at their net asset value (NAV) and the value of the securities derived from this NAV on the last day of the reporting period;

b.

established by external assessors, current fair value of the real estate portfolio, broken down by categories that are appropriate to the issuer, such as residential, office and commercial real estate, or properties in development;

c.

details of starting and closing inventories, as well as changes in the type of investments during the reporting period on the basis of current values, with separate description of total new investments and disposals, as well as realised and non-realised profits and losses, per investment category;

d.

details of individual new investments and disposals that amount to more than 5 percent the value of the total portfolio;

e.

disclosure of and reasons for any deviation from the investment policy during the reporting period;

f.

name or company name and place of residence or registered office of the independent assessor that has been engaged to conduct property assessments;

g.

disclosure of the valuation methods used to estimate real estate value, including details of the basis of calculation and fundamental assumptions employed;

h.

overview of the maturities of long-term leases excluding residential real estate;

i

details of financing, such as maturities, amortisation and interest rates.

2.9

Dividends and financial results

2.9.1

Description of the issuer's policy on dividend distributions, as well as any restrictions in this regard.

2.9.2

Per-share dividends paid during the three most recent financial years.

2.9.3

Adjusted per-equity security information, if the number of the issuer's equity securities has changed in the past three financial years, in particular as a result of a capital increase or reduction, or following a combination or split of participation rights.

3.1

Risks

Description of the main risks with regard to the securities.

3.2

Legal basis

Resolutions, authorisations and approvals by virtue of which the securities have been or will be issued.

3.3

Rights

Brief description of the rights attached to the securities, specifically the extent of voting rights, entitlement to a share of profits and, in the event of liquidation, to any proceeds, as well as any other preferential rights.

3.4

Restrictions

3.4.1

Restrictions on transferability

Restrictions on transferability for each category of securities, along with an indication of group clauses, if any, provided for in the articles of association, and of rules on granting exemptions, as well as grounds for the granting of exemptions during the year under review.

3.4.2.

Transfer restrictions

Any transfer restrictions.

3.5

Publication

Information on where notices about the securities and about the issuer will be published.

3.6

Securities number, ISIN and trading currency

a.

if available, securities identification number such as securities number or ISIN;

b.

currency the equity securities are traded in.

3.7

Information on the offer [∞]

3.7.1

Nature of the issue

Nature of the securities issue; specifically, in the case of firm underwritings, the lead underwriter must be stated. If the firm underwriting applies to only a portion of the issue, the level of the underwriting commitment must be given.

3.7.2

Number, type and par value of securities

Number, type and par value of the securities; if the issue concerns no-par securities, this must be stated.

3.7.3

New securities from capital transactions

a.

in the case of securities being issued in connection with a merger, spin-off, contribution of all or a portion of the assets of a given company, a public exchange offer or as cash deposits in return for other services: summary disclosure of the principal terms of the procedures concerned;

b.

disclosure in accordance with letter a may be made by including the terms in the prospectus or by means of a reference to the documents that contain the terms in question. In the second case, the prospectus must state where these documents can be inspected.

3.7.4

International issue, simultaneous public and private placement

a.

if applicable, indication that the issue is being placed simultaneously on different domestic and foreign markets, and individual tranches are reserved for one or more markets; information on these reserved tranches;

b.

if applicable, information on the respective trading venues if the securities have already been admitted to trading, or an application for their admission to trading has been submitted;

c.

if applicable, information on the nature of the processes involved, as well as the number – if determined –and the characteristics of the securities in question, if securities of the same type are being privately subscribed for or placed simultaneously or almost simultaneously with the issue, or if securities of other types are being issued in view of a public or private placement.

3.7.5

Paying agents

If applicable, information on the paying agents.

3.7.6

Net proceeds

Estimated net proceeds from the issue, broken down according to the main types of appropriation.

3.7.7

Selling restrictions

Highlighted information on any selling restrictions according to foreign law.

3.7.8

Public purchase or exchange offers

Information for the prior financial year and the current financial year with respect to:

a.

public purchase or exchange offers made by third parties for the issuer's securities;

b.

public exchange offers made by the issuer for the securities of another company;

c.

price or exchange terms and the outcome of these offers.

3.7.9

Form of securities

a.

indication of whether certificated security, global certificate or uncertificated security;

b.

in the case of certificated securities: indication of whether in bearer or registered form;

c.

in the case of uncertificated securities: information on the rules on how they may be transferred, as well as on proof of legal ownership, or, in the case of uncertificated securities, information on the applicable legal provisions and the person who maintains the ledger of uncertificated securities and, if applicable, the main register of the issue in question;

d.

in the case of securities in the form of one or more permanent global certificates: the prospectus must state clearly that investors might not be able to demand the delivery of individual certificates.

3.8

Price performance of the securities [×]

Where available, price performance data for the securities from the last three years, indicating the year-end price as well as the highest and lowest prices during the year.

4.1

Information about companies or persons which take responsibility for the content of the prospectus or, if applicable, for certain designated sections of it:

a.

name and registered office of the companies or name and position of the persons;

b.

declarations by these companies or persons that the information is correct to the best of their knowledge and that no material facts or circumstances have been omitted.

---

¹ SR 220
² SR 221.302
³ SR 221.302.3
⁴ SR 958.1
⁵ SR 958.111

0.1

Relaxations of requirements

Relaxations of requirements in accordance with Article 57 are designated as follows:

a.

Relaxations of requirements for issuers in accordance with Article 47 paragraph 1 FinSA: [*];

b.

Relaxations of requirements for issuers in accordance with Article 47 paragraph 2 letter c FinSA: [#];

c.

Relaxation of requirements for public offer without admission to trading: [×];

d.

Relaxation of requirements for admission to trading without public offer: [∞];

e.

Relaxation of requirements for rights issue: [◊].

0.2

Information on the first page

Prospectus of [date] approved by [name of reviewing body] on [date].

1.1

Explanation that the summary is to be understood as an introduction to the prospectus.

1.2

Explanation that the decision by an investor to invest must be based on the information in the prospectus in its entirety and not on the summary.

1.3

Explanation that liability for the summary is limited to cases where the information contained therein is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus.

1.4

Company name of the issuer.

1.5

Registered office of the issuer.

1.6

Nature of the equity securities.

1.7

If available, securities identification number such as securities number or ISIN.

1.8

For a public offer: key information on the offer.

1.9

For an admission to trading: key information on the admission to trading.

1.10

Prospectus of [date] approved by [name of reviewing body] on [date].

2.0

General information

The prospectus must contain the following information on the issuer. Where there are legitimate grounds for so doing, the reviewing body may depart from the provisions of the prospectus schemes or request the disclosure of additional information.

2.1

Risks

Description of the main risks with regard to the issuer and its industry.

2.2

General information on the issuer

2.2.2

Company name;

2.2.3

Registered office;

2.2.4

Location of the head office provided this is not identical with the registered office [#];

2.2.5

Legal form [#];

2.2.6

Legal system applicable to the issuer and under which it is established [◊][#];

2.2.7

Date of establishment and envisaged duration where this is not indefinite [#];

2.2.8

Issuer's purpose, if applicable, with reference to the relevant provision in the articles of association or the partnership agreement or reproduction of the complete wording [◊][#];

2.2.9

Date of the articles of association [#];

2.2.10

If available, designation of the register, date of entry in this register and, if applicable, company or registration number [◊][#];

2.2.11

If applicable, description of the group's operational structure [#];

2.2.12

Profile of the typical investor for which the issuer is conceived.

2.3

Information on the board of directors, management, auditors and other bodies of the issuer

2.3.1

Composition of bodies [#]

Names and business addresses of the following persons:

a.

members of the administrative, management and supervisory body;

b.

if management has been delegated: members of senior and executive management bodies entrusted with management;

c.

any other bodies, including the composition of personnel thereof;

d.

any partners with personal liability in the case of partnerships limited by shares;

e.

founders, if the company has existed for less than five years.

2.3.2

Functions and activities [#]

Information on the persons in the positions in accordance with item 2.3.1:

a.

function at the issuer;

b.

activity within the issuer;

c.

principal activities which they perform outside the issuer, where these are relevant to the issuer;

d.

names of all listed and other major enterprises and companies where these persons have been members of the administrative, management or supervisory bodies, or partners, at any time in the past five years, indicating whether or not the individual is still a member of the administrative, management or supervisory body, or a partner, where these are relevant to the issuer.

2.3.3

Legal proceedings and convictions

The following information on persons in accordance with item 2.3.1:

a.

convictions for major or minor economic or white-collar crime in the last five years;

b.

legal proceedings brought by statutory or regulatory authorities, including designated professional associations, that are ongoing or have been concluded with a sanction;

c.

if no information in accordance with letters a or b has to be disclosed: a declaration to that effect.

2.3.4

Conflicts of interest

Potential conflicts of interests or links between members of the administrative, management and audit bodies, on the one hand, and the issuer's promoters, significant shareholders, custodian banks and managers, on the other.

2.3.5

Securities and option rights [#]

a.

number of securities and percentage share of voting rights in the issuer, whether exercisable or not, that are held in total by persons in accordance with item 2.3.1, as well as rights that are granted to these persons when they purchase those securities, including the conditions attached to exercising these rights;

b.

information on sales restrictions placed on persons in accordance with item 2.3.1;

c.

if applicable, information to the effect that the reference date for this information is not the date of the prospectus;

d.

any material changes in the information in question that may have arisen since the reference date.

2.3.6

Auditors or information to the effect that the limited audit will be dispensed with in accordance with Article 727a paragraph 2 CO¹

a.

name or company name and address of the licensed statutory auditors;

b.

name of the audit oversight authority responsible for the auditors;

c.

highlighted statement to that effect if the audit company of the issuer or any guarantor or security provider is not supervised by a foreign audit oversight authority recognised by the Federal Council in accordance with Article 8 AOA² and Annex 2 AOO³ [×];

d.

if other auditors have been elected for the current financial year, this fact must be stated;

e.

if the auditors were voted out of office, dismissed, not re-elected or themselves resigned during the period covered by the financial statements published in the prospectus: the attendant reasons must be disclosed.

2.3.7

Management of the issuer

2.3.7.1

Those persons or companies charged with managing assets, stating:

a.

professional qualifications, of the executive bodies in the case of companies;

b.

other significant activities;

c.

principal contractual conditions;

d.

the length of mandates; and

e.

the fee, specifically the compensation which the issuer remits to third parties for distribution, management and other services.

2.3.7.2

The information on professional qualifications may be omitted if the issuer concerned is an issuer that operates under the supervision of FINMA or a comparable foreign supervisory authority.

2.3.8

Custodian bank

Legal form, registered office and head office of the custodian bank, as well as its principal activities.

2.3.9

Third parties

Information on third parties whose fees are charged to the issuer.

2.4

Business activities and prospects

2.4.0

General information

a.

the information required in items 2.4.1–2.4.5, insofar as it is of material importance in assessing the issuer's business activities and earning power;

b.

note to that effect if this information has been influenced by extraordinary events;

c.

details of the issuer's main business prospects, with an indication that these are uncertain.

2.4.1

Principal activities [◊][#]

Description of principal activities at the present time, stating the main types and areas of investment activity.

2.4.2

Income

Income for the period covered by the historical financial statements contained in the prospectus, broken down by area of activity and geographical market; this breakdown may be omitted if it is immaterial in assessing relevant income.

2.4.3

Location and significant holdings

Where of material importance to business activities, location and significance of holdings that amount to more than 10 percent of total assets.

2.4.4

Court, arbitration and administrative proceedings

a.

information on pending or impending court, arbitration or administrative proceedings, where these are of material importance to the issuer's assets and liabilities or profits and losses;

b.

negative declaration to that effect if no proceedings are pending or impending.

2.4.5

Number of employees [◊][#]

Number of employees on the balance sheet date for the annual financial statements for the period covered by the historical financial statements contained in the prospectus.

2.5

Investment assets

2.5.1

Realisability

Details of the realisability of investment assets.

2.5.2

Tax treatment

The tax treatment of the investment assets, where this is relevant to an assessment, such as in the case of country-specific investment companies.

2.5.3

Investment assets that are difficult to assess

For investments made in assets that are of only limited marketability, specifically, assets that do not have a secondary market with regular price determination mechanisms, or which are difficult to value for other reasons, the following additional information must be included in the notes:

a.

indication of whether or not a third party has valued those assets that are difficult to assess;

b.

if a third-party valuation has taken place: name of the independent assessor;

c.

if no third-party valuation has taken place: highlighted statement that the valuation of these assets is the sole responsibility of the board of directors and the net assets value is of limited reliability.

2.5.4

Valuation methods

Detailed description of the intended valuation methods.

2.6

Investments

2.6.1

Investments made

Figures on the principal investments made for the period covered by the historical financial information.

2.6.2

Current investments

Principal current investments, indicating how these investments are distributed geographically, broken down into domestic and international.

2.6.3

Investments already approved

The principal future investments that have already been firmly approved by the investor and for which undertakings have been entered into.

2.7

Capital and voting rights

2.7.1

Capital structure

a.

indication of the amount of ordinary, authorised and conditional capital as at the balance sheet date for the last annual financial statements;

b.

number, type and par value of the securities, stating the principal characteristics in each case such as dividend entitlement, preferential subscription rights and similar entitlements, and stating the portion of the ordinary capital that is not paid in;

c.

if applicable, note that equity securities are admitted to trading on a trading venue.

2.7.2

Voting rights

Description of voting rights and any related restrictions, along with an indication of group clauses provided for in the articles of association, and of rules on granting exemptions, particularly in the case of proxies for institutional investors.

2.7.3

Possibilities to change existing capital

If a change in capital has been decided:

a.

maximum scope of the capital change and, if applicable, duration of the period in which the capital change can be carried out; authorised or conditional capital increase and duration of the authorisation period to carry out the capital increase;

b.

group of beneficiaries who have or will have subscription rights for this additional capital;

c.

conditions and modalities for the issue or creation of the securities that correspond to this additional capital.

2.7.4

Unit and profit-sharing certificates [◊][#]

If the issuer has issued units that do not represent capital, such as profit-sharing certificates: indication of their number and their main characteristics.

2.7.5

Outstanding conversion and option rights, bonds, loans and contingent liabilities presented in summary form, insofar as this is not misleading [◊][#]

a.

outstanding convertible bonds and the number of options issued by the issuer or by group companies on the issuer's securities including employee options, which must be presented separately, stating durations and the conversion or company warrant terms;

b.

where material, information on outstanding bonds, broken down according to bonds secured with physical collateral or in another manner by the issuer or third parties and unsecured bonds, stating the interest rate, maturity and currency;

c.

where material, total amount of all other borrowing and financial liabilities, broken down according to secured and unsecured liabilities, stating the interest rate, maturity and currency;

d.

where material, the total amount of contingent liabilities, as well as their maturities and currencies.

2.7.6

Capitalisation and indebtedness [◊][#]

Produced no more than 90 days prior to the date of the prospectus, a general overview of capitalisation and indebtedness, including indirect debt and contingent liabilities to be shown separately, broken down into guaranteed and non-guaranteed, secured and unsecured debt.

2.7.7

Provisions in the articles of association that differ from the legal provisions [◊][#]

Any provisions in the articles of association that differ from the legal provisions in respect of changes to capital and the rights attached to the individual types of security.

2.7.8

Inclusion in the agenda

Rules for including items in the agenda of the annual general meeting, with particular regard to deadlines and reference dates.

2.7.9

Own participation rights [◊][#]

Number of own participation rights held by the issuer or on its behalf, including participation rights issued by the issuer and held by another company in which the issuer has a majority interest.

2.7.10

Significant shareholders

Information in accordance with Articles 120 and 121 FMIA⁴ and the corresponding implementation provisions of the FMIO-FINMA⁵, insofar as they are known to the issuer.

2.7.11

Cross-shareholdings

Cross-shareholdings that exceed 5 percent of the holdings of capital or voting rights on both sides.

2.7.12

Public purchase offers [×]

Information on any easing of or exemption from the obligation to make a public purchase offer in accordance with Articles 135 and 136 FMIA as per the company's articles of association («opting out» and «opting up» clauses), stating the percentage threshold.

2.7.13

Dividend entitlement

Date on which entitlement to dividends begins. Details of any withholding taxes levied on the dividends, as well as information on whether or not these withholding taxes will be defrayed by the issuer.

2.7.14

Employee participation

Means by which employees at all levels may participate in the issuer, where material.

2.8

Information policy

Frequency and form of information from the issuer to its shareholders as well as indication of permanent sources of information and contact addresses for the issuer that are publicly accessible or may be used in particular by shareholders, such as links to websites, information centres and printed documents.

2.9

Investment policy

Detailed description of the investment policy guidelines, in particular:

2.9.1

Investment objectives

Description of the issuer's investment objectives, including its financial goals, such as increasing capital or profitability, and its investment policy, for instance, specialisation in specific geographical areas or economic sectors.

2.9.2

Investment objects

Permitted investment objects, such as securities, other investment opportunities, such as precious metals, commodities, units in other investment companies, and cash.

2.9.3

Investment techniques

Permitted instruments and investment techniques used to hedge risk and/or to maximise returns, such as options and futures, forward contracts, securities lending, hedging instruments against currency and interest rate risks.

2.9.4

Restrictions to investment policy

Any restrictions to investment policy, for instance, speculative transactions, such as short selling, securities borrowing, pledging and raising loans.

2.9.5

Risk diversification

Principles and provisions concerning risk diversification.

2.9.6

Distribution policy

Description of the rules for calculating and appropriating net income.

2.9.7

Presentation of performance

If applicable, disclosure of the criteria or recognised standards applied, and reference to the limited reliability of such information.

2.9.8

Changes to investment policy

Detailed description of decision-making authority in respect of changes to investment policy.

2.10

Annual and interim financial statements

2.10.1

Annual financial statements

a.

the last two published financial reports containing the annual financial statements for the last two full financial years, drawn up in accordance with a recognised financial reporting standard and audited by the auditors, insofar as the issuer has existed for three years. Companies that have been operational for a shorter length of time: corresponding reduction in the period which the annual financial statement presentation must cover;

b.

financial statements for the last financial year as provided for in the articles of association, insofar as they are relevant for the distribution of profits or for other rights of holders of participation rights.

2.10.2

Current balance sheet

a.

for newly founded companies: Audited opening balance sheet or audited balance sheet after any contribution in kind has been effected. Items 2.10.3–2.10.7 are applicable by analogy.

b.

The opening balance sheet or one prepared following a contribution in kind need not be presented if the prospectus contains one or more annual financial statements in accordance with items 2.10.3–2.10.7.

2.10.3

Audit of annual financial statements

The prospectus must contain the auditors' report for the audited annual financial statements disclosed in the prospectus.

2.10.4

Balance sheet date

The balance sheet date of the last audited annual financial statements must be no more than 18 months in the past on the date the prospectus is published.

2.10.5

Interim financial statements

Additional interim financial statement drawn up in accordance with the same financial reporting standard as for the annual financial statement and covering at least the first six months of the financial year, if the balance sheet date of the last audited annual financial statements is more than nine months in the past on the date the prospectus is published.

2.10.6

Material changes since the most recent annual or interim financial statement

a.

material changes in the issuer's assets and liabilities, financial position and profits and losses since the close of the last financial year or the balance sheet date of the interim financial statements;

b.

additional financial information, insofar as circumstances permit, if:

–

the structure of an issuer has undergone a material change that has not been presented in audited financial statements, or

–

the material structural change arises from a specific intended transaction;

c.

the disclosure shall be in accordance with the guideline to be issued by the competent reviewing body on pro-forma financial information;

d.

negative declaration to that effect if no material changes have occurred with regard to the issuer.

2.10.7

Notes

a.

inventory of company assets at their net asset value (NAV) and the value of the securities derived from this NAV on the last day of the reporting period;

b.

details of starting and closing inventories, as well as changes in the type of investments during the reporting period on the basis of current values; separate description of new investments and disposals, as well as realised and non-realised profits and losses, per investment category;

c.

details of individual new investments and disposals that amount to more than 5 percent of the value of the total portfolio;

d.

disclosure of and motivation for any deviation from the investment policy during the reporting period;

e.

parent companies must also provide the disclosures required in letters a–d for investments that are held by its investment company subsidiary.

2.11

Dividends and financial results

2.11.1

Description of the issuer's policy on dividend distributions, as well as any restrictions in this regard.

2.11.2

Per-share dividends paid during the three most recent financial years.

2.11.3

Adjusted per-equity security information, if the number of the issuer's equity securities has changed in the past three financial years, in particular as a result of a capital increase or reduction, or following a combination or split of equity securities.

3.1

Risks

Description of the main risks with regard to the securities.

3.2

Legal basis

Resolutions, authorisations and approvals by virtue of which the securities have been or will be issued.

3.3

Rights

Brief description of the rights attached to the securities, specifically the extent of voting rights, entitlement to a share of profits and, in the event of liquidation, to any proceeds, as well as any other preferential rights.

3.4

Restrictions

3.4.1

Restrictions on transferability

Restrictions on transferability for each category of securities, along with an indication of group clauses, if any, provided for in the articles of association, and of rules on granting exemptions, as well as grounds for the granting of exemptions during the year under review.

3.4.2

Transfer restrictions

Any restrictions on tradability that apply from the first trading day onwards. In particular, any selling restrictions in accordance with foreign law must be clearly stated.

3.5

Publication

Information on where notifications about the securities and about the issuer will be published.

3.6

Securities number, ISIN and trading currency

a.

if available, securities identification numbers such as securities number or ISIN;

b.

currency the equity securities are traded in.

3.7

Information on the offer

3.7.1

Nature of the issue

Nature of the securities issue; in the case of firm underwritings, the lead underwriter must be stated. If the firm underwriting applies to only a portion of the issue: the level of the underwriting commitment.

3.7.2

Number, type and par value of securities

Number, type and par value of the securities; if the issue entails no-par securities, this must be stated.

3.7.3

New securities from capital transactions

a.

In the case of securities being issued in connection with a merger, spin-off, contribution of all or a portion of the assets of a given company, a public exchange offer or as cash deposits in return for other services: summary disclosure of the principal terms of the procedures concerned;

b.

disclosure in accordance with letter a is made by including the terms in the prospectus or by means of a reference to the documents that contain the terms in question. In the second case, the prospectus must state where these documents can be inspected.

3.7.4

International issue, simultaneous public and private placement

a.

if applicable, indication that the issue is being placed simultaneously on different domestic and foreign markets, and individual tranches are reserved for one or more markets; information on these reserved tranches;

b.

if applicable, information on the respective trading venues if the securities have already been admitted to trading, or an application for their admission to trading has been submitted;

c.

if applicable, information on the nature of the processes involved, as well as the number – if determined – and the characteristics of the securities in question, if securities of the same type are being privately subscribed for or placed simultaneously or almost simultaneously with the issue, or if securities of other types are being issued in view of a public or private placement.

3.7.5

Paying agents

If applicable, information on the paying agents.

3.7.6

Net proceeds

Estimated net proceeds from the issue, broken down according to the main types of appropriation.

3.7.7

Selling restrictions

Highlighted information on any selling restrictions according to foreign law.

3.7.8

Public purchase or exchange offers

Information for the prior financial year and the current financial year with respect to:

a.

public purchase or exchange offers made by third parties for the issuer's securities;

b.

public exchange offers made by the issuer for the securities of another company;

c.

price or exchange terms and the outcome of these offers.

3.7.9

Form of securities

a.

indication of whether certificated security, global certificate or uncertificated security;

b.

in the case of uncertificated securities: information on how they may be transferred, as well as on proof of legal ownership, or, in the case of uncertificated securities, information on the applicable legal provisions and the person who maintains the ledger of uncertificated securities and, if applicable, the main register of the issue in question;

c.

for securities certificated in the form of one or more permanent global certificate or issued as uncertificated securities: the prospectus must state clearly that investors cannot demand the delivery of individual certificates.

3.7.10

Custody

Custody of holdings, stating the material contractual conditions, the length of the mandate and fee; if these are not yet known, the key principles governing their selection must be indicated.

3.7.11

Price performance of the securities

Where available, price performance data for the securities from the last three years, indicating the year-end price as well as the highest and lowest prices during the year.

4.1

Information about the companies or persons which take responsibility for the content of the prospectus or, if applicable, for certain designated sections of it

a.

name and registered office of the companies or name and position of the persons;

b.

declarations by these companies or persons that the information is correct to the best of their knowledge and that no material facts or circumstances have been omitted.

---

¹ SR 220
² SR 221.302
³ SR 221.302.3
⁴ SR 958.1
⁵ SR 958.111

1.1

date of establishment and indication of the country in which the collective investment scheme was established;

1.2

in the case of collective investment schemes with a defined term: the duration (Art. 43 of the Collective Investment Schemes Act of 23 June 2006¹ [CISA]);

1.3

information on the relevant tax provisions, including the deductions of withholding tax for the collective investment scheme;

1.4

accounting year;

1.5

name of the audit company;

1.6

information about the units, in particular, on the nature of the rights represented by the unit with a description of the voting rights of the investors where applicable; about the available documents and certificates; about the qualification and denomination of any securities; and about the conditions and impact of the dissolution of the collective investment scheme;

1.7

where applicable, information about exchanges and markets on which the units are listed or admitted to trading;

1.8

modalities and conditions – in particular method, frequency of price calculation and publication, with details of publishing medium – for the subscription, conversion and redemption of units, including the possibility of subscription or redemption of tangible assets and conditions under which such actions may be suspended or temporarily deferred pro rata (gating);

1.9

information on the calculation and appropriation of income as well as the frequency of payments in accordance with the distribution policy;

1.10

description of the investment objectives, investment policy, permitted investments, investment techniques applied, investment restrictions and other rules applicable to risk management;

1.11

information about the rules applicable to calculation of the net asset value;

1.12

information about compensation, costs and fees

a.

information about the calculation and amount of the compensation payable at the expense of the collective investment scheme to the fund management company, custodian bank, asset manager of collective investment schemes and financial service providers pursuant to Article 37 of the Collective Investment Schemes Ordinance of 22 November 2006² (CISO),

b.

information about incidental costs and the coefficient of the total expense ratio (TER),

c.

if applicable, information about retrocessions and other financial benefits,

d.

information on the calculation and amount of compensation charged to the investors pursuant to Article 38 CISO,

e.

if a performance fee is charged, verifiable information must be provided on how it is calculated, the benchmark or index used and the impact on investors' returns;

1.13

information on the location where the fund contract, if not attached to the prospectus, and annual and semi-annual reports may be obtained;

1.14

information on the legal form (contractual investment fund or SICAV) and nature of the collective investment scheme (securities fund, real estate fund, other fund for traditional or alternative investments);

1.15

information on the specific risks and high volatility, if applicable;

1.16

in the case of funds for alternative investments, a glossary explaining the most important specialist terms, as well as the FINMA-approved risk clause;

1.17

information on the liquidity risk management process.

2.1

date of establishment, legal status, registered office and head office;

2.2

information on other collective investment schemes managed by the fund management company and, if applicable, on its rendering of other services;

2.3

names and functions of members of the administrative and executive bodies in addition to any relevant activities not performed on behalf of the licensee (fund management company, SICAV);

2.4

amount of subscribed and paid-up capital;

2.5

persons to whom investment decisions and other specific tasks have been delegated;

2.6

information concerning the exercising of membership and creditors' rights.

3.1

legal form, registered office and head office;

3.2

principal activities.

4.1

name or company name;

4.2

elements of the contract between the licensee (fund management company, SICAV) and third parties which are significant for the investors, except for fee arrangements;

4.3

other significant activities of the third parties;

4.4

specialist knowledge of third parties entrusted with management and decision-making powers.

Information on payments to the investors, the redemption of units and information and notices published about the collective investment scheme both in relation to the country of domicile and any third countries in which the units are distributed.

6.1

where applicable, the historical results of the collective investment scheme; such information may be contained either in the prospectus or attached to it;

6.2

profile of the typical investor for whom the collective investment scheme has been conceived.

Any costs or fees, with the exception of the costs cited in items 1.8 and 1.12, by way of a breakdown showing those charged to the investor and those deducted from the assets of the collective investment scheme.

1

Bonds in accordance with Article 3 letter a item 7 FinSA, including:

1.1

Convertible bonds and exchangeable bonds;

1.2

Warrant bonds;

1.3

Mandatory convertible notes;

1.4

Contingent convertible bonds;

1.5

Write-down bonds.

2

Structured products (Art. 3 letter a item 4 FinSA) with a term of 30 or more days.

  2 Filing fee

  3 Surcharge

1.1

Producers must follow the sequence and headings as provided in the template.

1.2

There are no requirements regarding the sequence of information within the individual sections, the length of the individual sections and the placement of page breaks.

1.3

Product information may also be presented in tabular form.

1.4

The printed version of the key information document may not exceed three DIN A4 pages in total.

  Key information document

  3 Details of the nature of the product

  3.2 Objectives and means used to achieve them

  3.3 Optional: Target group and target market

  3.4 Option for presenting information in accordance with item 3

  4 Details of the risk profile of the product

  4.1 Generic description of the risk profile

  4.2 Risk indicator

  4.3 Performance scenarios

  5 Details of the costs of the product

  5.0 General information

  5.1 Total costs

  5.2 Composition of costs

  5.3 Distribution fee

  6 Information on the minimum holding period and early termination of the investment

  6.0 General information

  6.1 Minimum holding period

  6.2 Disinvestment procedure

  6.3 Tradability

1.

Key information documents pursuant to Regulation (EU) No 1286/2014¹ and Delegated Regulation (EU) No. 2017/653²

2.

....

3.

....

4.

....

...¹