1. Listing prospectus

Art. 27
Principle

¹ In order to be listed, the issuer must publish a listing prospectus which provides sufficient information for competent investors to reach an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the issuer, as well as of the rights attached to the securities.

² Specific mention must be made of any special risks.

See also:

• Scheme A

• Scheme B

• Scheme C

• Scheme D

• Scheme E

• Scheme F

• Directive Financial Reporting (DFR)

• Directive Complex Financial History (DCFH)

Art. 28
Content of the listing prospectus

The listing prospectus must contain the information prescribed in Scheme A. Scheme A constitutes an integral part of the Listing Rules.

See also:

• Scheme A

Art. 29
Form of the listing prospectus

¹ As a general rule, the listing prospectus must be a single document.

² If the issue price and/or issue volume is/are not yet known when the listing prospectus is submitted, it may also be produced as a two-part document, with a supplement to the first part published once the missing information is known. These two parts then constitute the final listing prospectus.

³ The production of a two-part listing prospectus is conditional upon the following:

1. the listing prospectus and listing notice must at least state the criteria and/or the conditions to be used to establish the missing information;
2. the listing notice must indicate that the missing information will be published no later than the first day of trading. The form of publication must also be stated;
3. the supplement must be provided to interested investors free of charge along with the listing prospectus. The listing notice must also state this fact;
4. the listing prospectus must be referred to as the "listing prospectus" and not as the "provisional listing prospectus", as the publication of the supplement results automatically in the final listing prospectus;
5. in addition to information on the issue price and issue volume, the supplement must also state that the final listing prospectus comprises the listing prospectus together with its supplement.

⁴ The supplement must be published no later than the first day of trading. It must be published in the same way as the listing prospectus.

Art. 30
Form of publication

¹ The listing prospectus must be published in one of the following forms:

1. printed in at least one newspaper with a national distribution;
2. provided free of charge in printed form at the issuer's head office and at those financial institutions that are placing or selling the securities;
3. electronic publication on the issuer's website and possibly also on the websites of those financial institutions that are placing or selling the securities. A printed copy must be provided to investors free of charge on request.

² Where a listing prospectus comprises two parts and/or incorporates information by reference, the documents and information making up the listing prospectus may be published separately, provided they are made available to investors free of charge. Each document must indicate where the other individual constituent documents of the full listing prospectus, published earlier or simultaneously, may be obtained.

³ The wording and presentation of the published listing prospectus must always correspond to the original version of the prospectus in question, as approved by the Regulatory Board.

⁴ The Regulatory Board reserves the right to make approved and published listing prospectuses, as well as other security-related information, available in suitable form via an electronic system.

Art. 31
Time of publication

The listing prospectus must be published no later than the day of listing.

Art. 32
Presentation

¹ The listing prospectus must be presented in such a way that enables a competent investor to assess the quality of the issuer and the characteristics of the securities (Arts. 1 and 27).

² Within the framework of Art. 32 para. 1, the issuer is free to choose how the listing prospectus is presented. The Regulatory Board may nonetheless demand that important information for investors is placed prominently for emphasis.

³ The listing prospectus must not contain inflammatory or promissory statements.

Art. 33
Exemption from the obligation to produce a listing prospectus

Exemptions from the requirement to draw up a listing prospectus may be made in the following circumstances:

1. if a listing prospectus or an information document deemed under the Listing Rules to be equivalent to a listing prospectus has already been published with regard to the listing of the securities in question. This prospectus or information document must comply with the general principles for prospectuses set out in Arts. 27 et seq. and contain the information required under Art. 28. It must also have been published no more than 12 months previously; or
2. for the listing of securities that:
   1. calculated over a 12-month period, account for less than 10% of securities of the same class that have already been listed;
   2. are issued in exchange for securities of the same class that are already listed on SIX Swiss Exchange, provided the issue of these securities is not associated with a capital increase on the part of the issuer;
   3. are issued in connection with the conversion or exchange of other securities, or as a result of the exercise of rights associated with other securities, provided the securities in question are of the same class as the securities that are already listed;
   4. are offered in connection with a takeover by means of an exchange offer, provided that a document containing information which is regarded by the Regulatory Board as being equivalent to that of a listing prospectus is available;
   5. are offered, allotted or are to be allotted in connection with a merger, provided that a document containing information which is regarded by the Regulatory Board as being equivalent to that of a prospectus is available;
   6. are offered, allotted or are to be allotted free of charge to existing holders of such securities, as well as dividends paid out in the form of securities of the same class as the securities in respect of which such dividends are paid, provided that the securities are of the same class as those that are already listed, and that a document is containing information on the number and type of securities, and the reasons for and details of the offer, is made available;
   7. are offered, allotted or are to be allotted by the issuer or an affiliated company to current or former members of the board of directors or executive board, or to employees, provided that the securities are of the same class as those that are already listed, and that a document containing information on the number and type of securities, and the reasons for and details of the offer is made available.

Art. 34
Abridgement of the listing prospectus

¹ The listing prospectus may be abridged if securities from the same issuer are already listed, and if the new securities are offered to holders on the basis of ordinary or preferential subscription rights, either free of charge or against payment.

² A listing prospectus may not be abridged if the Directive on the Presentation of a Complex Financial History in the Listing Prospectus is applicable.

³ The information marked "*" in the relevant Scheme may be omitted to abridge the listing prospectus.

See also:

• Directive Complex Financial History (DCFH)

Art. 35
Incorporation by reference

¹ Information may be included in the listing prospectus in the form of a reference to one or more previously or simultaneously published documents ("reference documents").

² The issuer must ensure that these reference documents contain the latest information at the issuer's disposal.

³ If reference is made to a reference document that no longer reflects the latest information or most recent status, this fact must be indicated in the listing prospectus, and the updated information must be provided. If reference is made to only a specific portion of a reference document, then the listing prospectus must contain a corresponding note as to which portions are of relevance to investors.

⁴ Reference may be made to the following reference documents:

1. required periodic interim financial statements;
2. auditors' reports and annual financial statements that have been drawn up in compliance with applicable financial reporting standards;
3. documents that have been produced in association with a specific transaction, such as a merger or spin-off;
4. documents and listing prospectuses that have previously been approved by the Regulatory Board and published, provided they are no more than 12 months old when the listing application is submitted;
5. information that has been sent to securities holders.

⁵ Reference documents that are to be incorporated by reference in the listing prospectus must be submitted for approval by the Regulatory Board at the same time as the listing prospectus.

⁶ The reference document must be available promptly, without restriction, without the provision of any proof of interest, and free of charge, together with the current listing prospectus. The issuer must make all organisational arrangements necessary to ensure that these documents can be requested as hard copies from a central location. Furthermore, the listing prospectus must refer in a prominent place to the reference document, and must also state where this reference document may be obtained.

Art. 36
Exemptions in respect of specific information

The Regulatory Board may permit certain information to be omitted from the listing prospectus, if it considers that:

1. disclosure would be seriously detrimental to the issuer, provided that the omission would not mislead investors with regard to facts and circumstances that are essential to an informed assessment of the issuer and of the rights attached to the securities in question; or
2. the information in question is of minor importance only, and will have no bearing on the assessment of the assets and liabilities, financial position, profits and losses and prospects of the issuer; or
3. the securities that are to be listed are traded in another stock exchange segment that is supervised by FINMA, and the issuer's periodic reporting has complied with the financial reporting requirements laid down in Arts. 49 et seq. for the last three years.