Exchange Regulations of the Munich Stock Exchange

Transcription

1 Exchange Regulations of the Munich Stock Exchange last updated: 5 December 2009 Munich Stock Exchange The English version is for information purposes only. The German version shall be legally binding.

2 Contents Part I: Section 1 Section 2 Section 3 Section 3a Organisation Areas of business Operator of the exchange Exchange Supervisory Authority Exchange rules and regulations Part II: Section 4 Section 5 Section 6 Section 7 Section 8 Section 8a Exchange Council Responsibilities Composition Term of office Chairperson of Exchange Council; deputy chairperson Voting Advisory Body for spot trading in Emission Allowances Part III: Section 9 Section 10 Section 11 Management Body Exchange management Responsibilities Authority Part IV: Trading Surveillance Unit Section 12 Section 13 Establishment and operation Monitoring of collateral limits Part V: Admission to visit exchange and participate in exchange trading Section 14 Section 15 Section 16 Section 17 Section 18 Section 19 Section 20 Section 21 Application for admission Admission with the right to participate in exchange trading Conditions for admission Admission of exchange traders Evidence of conditions for admission Access without right to participate in trading Expiry, withdrawal, revocation and suspension of admission Exclusion from use of the MAX-ONE trading system 2

3 Part VI: Listing of securities admitted to the regulated market; suspension, discontinuation and interruption of quotation Section 22 Section 23 Listing of securities Suspension, discontinuation and interruption of quotation Part VII: Determination of exchange prices in MAX-ONE trading system Section 24 Exchange price determination Section 25 Recording and administration of orders; entry into exchange EDP Section 26 Price determination in MAX-ONE Section 27 Best execution Section 28 Price determination in continuous trading Section 29 Price determination in continuous auctions Section 30 Integration of reference markets Section 31 Price determination in single auctions Section 32 Price determination in special cases Section 33 Addenda and symbols in connection with price determination Section 34 Measures in case of doubt regarding proper determination of exchange prices and in the event of significant price fluctuations Section 35 Documentation and publishing; announcement of prices and turnover Section 36 Use of data Part VIII: Market Making; Market Making Committee; order book allocation Section 37 Section 38 Section 39 Section 40 Section 41 Section 42 Admission, revocation and duties of Market Makers Requirements for remote Market Making Termination of remote Market Making Market Making Committee; order book allocation Term of office of members of Market Making Committee Chairperson of Market Making Committee; deputy chairperson Part IX: Fee Regulations for Market Makers Section 43 Section 44 Section 45 Section 46 Section 47 Levying of fees Exchange trades in shares Exchange trades in fixed-interest securities Publication Party liable for fees 3

4 Part X: EDP facilities Section 48 Use of EDP facilities Part XI: Exchange Arbitration Tribunal Section 49 Arbitration Tribunal of general jurisdiction Part XII: Admission and revocation of admission of securities Section 50 Section 51 Application for admission Revocation of admission Part XIII: Real Estate Investment Trusts Section 52 Section 53 Section 54 Section 55 Special terms and conditions for Real Estate Investment Trusts Admission documents Additional obligations arising from admission Trading Part XIV: Inclusion of securities Section 56 Section 57 Inclusion of securities in the regulated market Refusal, revocation and withdrawal of admission Part XV: Open Market Section 58 Section 58a Section 58b Open Market Trading Regulations for the Open Market Conditions for Trading on the Open Market Part XVI: Section 59 Section 60 Section 61 Section 62 Provisions for spot trading in Emission Allowances Market segment greenmarket Admission to participation in exchange trading in the market segment greenmarket Admission as Market Maker in the market segment greenmarket Rights and obligations of the Market Maker in the market segment greenmarket 4

5 Section 63 Section 64 Section 65 Section 66 Section 67 Admission of exchange traders in the market segment greenmarket Exclusion from use of the GlobalVision trading system Products that may be traded in the market segment greenmarket Connection to the trading system and price determination Settlement in the market segment greenmarket Part XVII: Final provisions Section 68 Section 69 Section 70 Section 71 Section 72 Honorary basis of activities and duty of confidentiality Execution of trades Notices and announcements Fees Effective date 5

6 Part I: Organisation Section 1 Areas of business (1) The Munich Stock Exchange serves as a platform for effecting trades in securities, money market instruments and derivatives within the meaning of section 2(1), (1a) and (2) of the German Securities Trading Act (Wertpapierhandelsgesetz) as well as for effecting spot trades with European Allowances (EUA) and Certified Emission Reductions (CER) and comparable products that serve to reduce global CO 2 emissions. Such trades may be settled through one of the exchange's electronic trading systems. (2) Unless prohibited by law, the Management Body may also permit use of the exchange's facilities for business activities apart from those specified in (1) above. The participants shall be notified of any such use in an appropriate manner. Section 2 Operator of the exchange (1) The operating institution of the Munich Stock Exchange is Bayerische Börse AG, Munich. At the request of the exchange's Management Body the operating institution is required to provide the exchange with the human, financial and material resources as well as the premises required for the appropriate continued development of exchange trading. (2) Outsourcing of functions and activities which are essential for carrying on exchange trading to another company may not interfere with the due conduct of trading on the exchange and the settlement of exchange transactions or monitoring of the exchange. The operating institution shall report any intention to outsource as well as any outsourcing without delay to the Exchange Supervisory Authority. Section 3 Exchange Supervisory Authority The Bavarian Ministry of Economic Affairs, Infrastructure, Transport and Technology (Staatsministerium für Wirtschaft, Infrastruktur, Verkehr und Technologie des Freistaates Bayern) is responsible for supervising the Munich Stock Exchange (Exchange Supervisory Authority). 6

7 Section 3a Rules and regulations of the exchange (1) The rules and regulations of the exchange are binding on the bodies of the exchange and the companies and traders admitted to trading at the exchange. (2) The rules and regulations include, in particular - the Exchange Regulations, - the Conditions for Trading on the Exchange and - the Fee Regulations. (3) As regards the market segment M:access, the rules and regulations for the market segment M:access at the Munich Stock Exchange shall be applicable in addition to the rules set out in (2) above. (4) As regards the Open Market, the Rules for the Open Market shall be applicable in addition to the rules and regulations set out in (2) above. Furthermore, as regards the market segment PLUS-Europe, the PLUS- Europe Trading Rules and the PLUS-Europe Disciplinary Procedures are applicable. (5) As regards spot trading in Emission Allowances (market segment greenmarket) including settlement of respective trades, the Conditions for Trading in Emission Allowances on the Munich Stock Exchange (market segment greenmarket) and the Conditions for the Settlement of OTC Trades of Emission Allowances for the market segment greenmarket of Bayerische Börse AG shall be applicable in addition to the components of the rules and regulations set out in (2) above. (6) If provided for in the rules and regulations of the exchange, the Management Body of the exchange may adopt implementing rules for individual components of the rules and regulations. The implementing rules are binding for the companies and traders admitted to trading at the exchange. 7

8 Part II: Exchange Council Section 4 Responsibilities (1) The Exchange Council (Börsenrat) shall have the following responsibilities: 1. to issue the Exchange Regulations (Börsenordnung), Fee Regulations (Gebührenordnung); 2. to issue the Conditions for Trading on the Exchange (Bedingungen für die Geschäfte), including the Conditions for Trading in Emission Allowances on the Munich Stock Exchange (market segment greenmarket); 3. to issue examination rules regarding professional aptitude as an exchange trader; 4. to issue Rules of Procedure (Geschäftsordnung) for the Management Body (Geschäftsführung); 5. to issue Fee Regulations for Market Makers (Skontroführer); 6. to appoint and remove members of the Management Body, in consultation with the Exchange Supervisory Authority; 7. to monitor the Management Body; 8. to appoint and remove the head of the Trading Surveillance Unit (Handelsüberwachungsstelle) and his deputy upon nomination by the Management Body and in agreement with the Exchange Supervisory Authority; 9. to approve the introduction of technical systems for the purpose of trading or settlement of exchange trades, the relevant rules and regulations and the use of exchange facilities according to section 1(2); 10. to submit statements regarding any cooperation and merger agreements of the operating institution relating to exchange trading; 11. to submit statements on the outsourcing of functions and activities to other companies. (2) The Management Body shall submit any issues of fundamental importance to the Exchange Council to be ruled on. (3) The Exchange Council shall only exercise the responsibilities and powers assigned to it for the public benefit. Section 5 Composition The Exchange Council shall consist of a maximum of 24 members. The details of the composition of the Exchange Council and the election of its members are 8

9 provided for in the Exchange Ordinance (Börsenverordnung) of the Bavarian Ministry of Economic Affairs, Infrastructure, Transport and Technology. Section 6 Term of office The term of office of the members to be elected pursuant to the Exchange Ordinance and the members additionally elected by the Exchange Council from among the investors shall be three years. Reelections are permitted. Section 7 Chairperson of Exchange Council; deputy chairperson (1) In its first meeting following an election, the Exchange Council shall elect a chairperson and at least one deputy from among its members for its threeyear term of office. (2) Any deputy chairperson must belong to a different group than the chairperson as defined in section 12(1) German Stock Exchange Act (Börsengesetz). (3) The election of the chairperson and his or her deputy shall be conducted by secret ballot. (4) The chairperson shall preside over the proceedings of the Exchange Council or, if the chairperson is unable to attend, one of the deputy chairpersons shall do so. If none of these members are taking part in the proceedings, the member of the Exchange Council most senior in age shall preside over the meeting. (5) The Exchange Council may establish committees in order to prepare its resolutions. In forming such committees the Exchange Council shall ensure that members of the groups identified in the Election Rules (Wahlordnung) whose interests may be affected by the resolutions are adequately represented. Section 8 Voting (1) The Exchange Council shall have a quorum if more than one half of its members are present. Resolutions shall be passed by a simple majority of the valid votes cast. In the event of a tied vote, the chairperson shall cast the deciding vote; if the chairperson abstains from voting in such a case, the resolution shall be deemed not to have been passed. If unable to attend, a member of the Exchange Council may permit another member to 9

10 submit his or her written vote. More details are set out in the Rules of Procedure (Geschäftsordnung) for the Exchange Council. (2) In the case of resolutions passed orally, in writing or by telephone, fax or electronic media ( ) a motion is deemed to have been adopted if more than one half of the members of the Exchange Council have responded within the set time limit and if the majority of such members have agreed to the motion. Each member of the Exchange Council may request within five trading days of sending of the voting documents that the decision should be made by voting following oral discussions. The chairperson shall comply with such a request, which must include a detailed justification, without delay by calling a meeting. (3) When requested by one quarter of the members, votes shall be taken by secret ballot. (4) The contents and outcome of voting on the motion shall be recorded in writing and signed by the chairperson. The Rules of Procedure for the Exchange Council govern the details of the voting procedure and recording of votes. Section 8a Advisory Body for spot trading in Emission Allowances As regards spot trading in Emission Allowances in the market segment greenmarket, the Exchange Council will elect an advisory body which shall be composed of representatives of cooperative and trade corporations, public utilities and regional suppliers, banks and financial institutions, of commercial consumers and any other affected economic groups. The Advisory Body shall advise the Management Body on the organisation and management of the market segment greenmarket. The rights of the Exchange Council remain unaffected. 10

11 Part III: Management Body Section 9 Exchange management (1) The Management Body shall manage the exchange on its own responsibility. The members of the Management Body shall be appointed for a maximum of five years. Reappointments are permitted. (2) The Management Body shall be responsible for all duties that are not expressly allocated to the other governing bodies of the exchange. (3) The exchange shall be represented in and out of court by the members of the Management Body. The Management Body may also name other members of staff as representatives. Section 10 Responsibilities (1) The Management Body shall have, in particular but not exclusively, the following responsibilities: 1. to admit or exclude companies and natural persons as participants in exchange trading or as visitors to the exchange; 2. to regulate the organisation and business operations of the exchange and to set the location of exchange trading and trading hours; 3. to maintain order at the exchange and to ensure the orderly use of the other exchange facilities, especially the EDP equipment, taking appropriate measures to do so; 4. without prejudice to the responsibilities of the Trading Surveillance Unit, to monitor compliance with the statutes, ordinances, rules and regulations and other rules concerning the securities exchange; 5. to admit one or more Market Makers to determine the exchange price on the regulated market (regulierter Markt) and persons authorised to act for such Market Makers (section 27 German Stock Exchange Act) and to rule on allocation of the order books among them (section 29 German Stock Exchange Act) in consultation with a committee; 6. to decide on the commencement, suspension and discontinuation of price determination for securities and foreign currencies and the interruption of exchange trading or price determination; 7. to decide on the inclusion of securities in an electronic trading system and to set the relevant rules for trading and price determination in an electronic trading system, including the implementation regulations for technical facilities; 8. to designate a minimum of three German newspapers with national coverage as for publication of any required publications and notices; 11

12 9. to rule on the inclusion of securities in the regulated market (section 33 German Stock Exchange Act). 10. the functions established in part XVI. of the Exchange Regulations and the Conditions for Trading in Emission Allowances on the Munich Stock Exchange (market segment greenmarket), in particular the admission of the market participants and the products to the market segment greenmarket. (2) The Management Body may require provision of collateral for Name-to- Follow Transactions (Aufgabegeschäfte) by participants. Where a participant is not subject to supervision by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), provision of collateral may also be required for other transactions. The collateral limit (Sicherheitsrahmen) for the transactions in the individual types of securities shall be set by the Management Body in accordance with the applicable risk of a price change. This can amount to the value or several times the value of the collateral provided. The Management Body may set upper limits for the collateral to be credited towards transactions within the meaning of sentence 2. The collateral shall be provided in the form of a guarantee by a credit institution, fidelity insurance or payment to the exchange. (3) The Management Body shall issue regulations which are appropriate for ensuring the fulfilment of obligations arising from on-exchange trades by the participants. It may stipulate that further collateral is provided without delay or that outstanding trades by participants are settled by the end of a grace period to be set by the Management Body. It may restrict the collateral limit to the value of the collateral provided or temporarily exclude the participant from trading, either in part or in full, with immediate effect. (4) The Management Body shall notify the Exchange Supervisory Authority without delay of any collateral limits exceeded and of the regulations it has issued. (5) The Management Body may authorise other persons to fulfil certain responsibilities. (6) The Management Body shall only perform the duties and powers assigned to it for public benefit. Section 11 Authority (1) The persons and companies admitted must comply with the instructions of the Management Body or its authorised representatives. (2) Members of the Management Body or its authorised representatives shall be authorised to have persons disrupting order or business on the ex- 12

13 change or failing to comply with the instructions of the Management Body removed from the exchange's business premises or, on a case-by-case basis, to exclude such persons from using the exchange facilities, if and as long as they negatively affect the proper functioning of exchange facilities. (3) The Management Body may also instruct another entity outside the Munich Stock Exchange to assume monitoring and control responsibilities for exchange trading in the MAX-ONE trading system and in the PLUS- Europe trading segment of the Munich Stock Exchange, including temporary measures necessary to avert immediate disadvantages. 13

14 Part IV: Trading Surveillance Unit Section 12 Establishment and operation (1) In accordance with the requirements set down by the Exchange Supervisory Authority, the Munich Stock Exchange shall establish and operate a Trading Surveillance Unit as a governing body of the exchange to monitor trading and the settlement of transactions pursuant to section 7 German Stock Exchange Act. (2) The Trading Surveillance Unit shall only exercise the responsibilities and powers assigned to it for the public benefit. Section 13 Monitoring of collateral limits (1) The Trading Surveillance Unit shall monitor compliance with the collateral limit. It may, in particular but not exclusively, request submission of the list of outstanding Name-to-Follow Transactions and reports on negative prices differences from the participants, the relevant settlement agent and the data processing centre. (2) When entering data into the EDP systems, all participants are required to identify the business data which could lead to Name-to-Follow Transactions separately in order to monitor the collateral limit. (3) Should the Trading Surveillance Unit find that the collateral limit has been exceeded, it shall inform the Management Body without delay. 14

15 Part V: Admission to visit exchange and participate in exchange trading Section 14 Application for admission (1) Admission is required for access to the exchange as a visitor and for participation in trading on the exchange; the Management Body will decide whether to grant admission upon written application. Applications for grant of admission for companies should include the name of an officer of the company authorised to represent the company who is to participate in exchange trading on behalf of the company. The application shall be published on the internet and in the Official Quotation List (Amtliches Kursblatt) of Munich Stock Exchange. (2) Branch offices of an admitted company may be admitted as independent exchange participants upon written application. Section 15 Admission with the right to participate in exchange trading Only companies who commercially: 1. conduct the purchase and sale on own account; or 2. conduct the purchase and sale in their own name for the account of a third party; or 3. conduct the broking of contracts on purchase and sale for the objects referred to in section 1 which are tradeable on a stock exchange and whose business by type and volume requires a commercially organised business operation may be admitted to trading. Section 16 Conditions for admission (1) A company is to be admitted to participate in trading on the exchange in accordance with section 15 if: 1. for companies operated in the legal form of a sole proprietor, the proprietor, for other companies the persons who by law, articles of association or shareholders' agreement are entrusted with the management of the applicant's business and who are authorised to represent it, are reliable and at least one of these persons has the necessary professional experience for conducting securities transactions on the exchange; 2. it is guaranteed that transactions concluded on the exchange are settled in an orderly manner; 15

16 3. the applicant provides collateral in order to be able to satisfy the obligations under the trades concluded on the exchange or an electronic trading system permitted on the exchange and via which the exchange data processing is settled at any time and which has the purpose of securing exchange liabilities, in particular but not exclusively the risk arising from Name-to-Follow Transactions; 4. the applicant provides evidence of equity capital of at least EUR 50,000 unless it is an undertaking operating as a credit institution, financial services institution or an enterprise in accordance with section 53(1) sentence 1 or section 53 b(1) sentence 1 of the German Banking Act (Gesetz über das Kreditwesen, KWG) which is authorised to conduct principal broking services within the meaning of section 1(1) sentence 2 no. 4 or the provision of a financial service within the meaning of section 1(1)a sentence 2 no. 1 to 4 of the German Banking Act; equity capital is to be regarded as the paid-in capital and reserves after allowance for withdrawals by the owner or personally liable partners and the loans granted to them and any debt overhang in the owner's free assets; 5. there are no circumstances relating to the applicant, who is required to provide evidence of equity capital pursuant to no. 4, to justify the assumption, taking into consideration the proven equity capital, that it does not possess the necessary economic capacity to participate in exchange trading in an orderly manner; 6. the technical requirements for connection to the trading system are fulfilled; 7. it is ensured that the participant will be available at all times during trading hours. Companies that are admitted to trading on another domestic exchange or an organised market (organisierter Markt) within the meaning of section 2(5) of the German Securities Trading Act located outside Germany may be admitted without providing evidence that the requirements according to sentence 1 nos. 1, 3 and 4 have been met, provided that the terms and conditions of admission for the relevant market are comparable to these requirements. (2) (1) no. 2 above is in particular satisfied if the company conducts the settlement of its exchange trades through a central securities depositary recognised under section 1(3) German Securities Deposit Act (Depotgesetz) and via an account recognised by that central securities depositary with Deutsche Bundesbank or another central bank of an EU member state linked directly to the TARGET 2 payment system of the European System of Central Banks and European Central Bank. Where securities are held abroad with a foreign depositary (Wertpapierrechnung), settlement of the transactions will be effected solely through a central securities depositary as set out in sentence 1, provided that such depositary ensures the settlement of cash clearing and securities clearing. In addition, it is necessary for the orderly settlement of trades that have as their object securities 16

17 quoted in foreign currencies or units of account (Rechnungseinheiten) that the participant itself participates in clearing in foreign currencies or units of account or maintains an accounting relationship with an appropriate clearing bank. In order for securities to be settled in foreign currencies or units of account, participants and clearing banks identified above must participate in the clearing process of a central securities depositary as set out in sentence 1 above. If participants instruct more than one central securities depositary to execute their transactions, (1) no. 2 is satisfied irrespective of the provision in sentence 1 where these central securities depositaries have signed corresponding contractual agreements governing the opening of reciprocal accounts. In the case of securities traded in the Open Market segment PLUS- Europe, the requirement under (1) no. 2 is also deemed satisfied if the company settles its exchange trades through a central securities depositary as defined in Standard 6 of the CESR/ESCB Standards for Securities Clearing and Settlement in the European Union (September 2004 Report). In the case of trading in Emission Allowances in the market segment greenmarket, the requirement under (1) no. 2 is deemed satisfied if the company participates in the settlement by the settlement institution within the meaning of section 67(1) and has sufficient technical facilities in order to guarantee correct and proper trading and settlement. (3) The collateral to be furnished according to (1) no. 3 is set at EUR 100,000 for companies for which no more than one exchange trader is to be admitted to trading on the exchange. It is increased by EUR 25,000 for each further exchange trader to be admitted, up to maximum payable minimum security of EUR 250,000. Higher-value collateral may also be offered. (4) Collateral shall be provided in the form of a bank guarantee, guarantee insurance or cash payment to the exchange. The amount payable under any guarantee provided must be payable upon first demand, without any possibility of defence by the guarantor, and available on the trading day following the day of demand in the account specified by the Management Body. Section 17 Admission of exchange traders (1) Persons who are to be authorised to execute exchange trades for an admitted company on the exchange and/or in electronic trading (exchange trader) are to be admitted if they are reliable and possess the necessary professional aptitude. They may only be admitted on behalf of one company in each case. 17

18 (2) Professional aptitude can generally be assumed if evidence is given of professional training qualifying the person to engage in securities transactions on the exchange. Evidence must be provided of the expertise and experience required to qualify for trading on the exchange. This evidence will in particular be provided by passing an examination before the examination board of a German securities exchange. Section 18 Evidence of conditions for admission (1) Applicants are responsible for providing evidence that the conditions for admission pursuant to sections are met. The Management Body shall satisfy itself in an appropriate manner that the specified requirements have been met. Irrespective of the applicant's duty to provide evidence, the Management Body may for this purpose in particular, but not exclusively: - subject the person to be admitted to an appropriate examination by the Management Body itself or by a committee at the applicant's expense, - require the applicant to submit appropriate statements and documents and/or - request information from third parties (the applicant must be notified of this in advance). (2) Even after admission has been granted, admitted applicants are required to inform the Management Body without delay of any changes of a factual or legal nature which may lead to a failure to meet the conditions for admission pursuant to sections 14-17; (1) sentences 2 and 3 apply accordingly. Admitted applicants are required, in particular but not exclusively, to inform the Management Body: - as soon as they become aware of any criminal proceedings against them on suspicion of property or tax violations or - in the case of a company, if they become aware that such proceedings have been initiated against a person acting on their behalf pursuant to section 16(1) no. 1, who, as a proprietor of the company or who by virtue of law, articles of association or shareholders' agreement is entrusted with the management of the business of the admitted applicant and who is authorised to represent it. Section 19 Access without right to participate in trading The Management Body may grant guests (in particular reporters and employees of the financial press, radio or television) access to the exchange. 18

19 Section 20 Expiry, withdrawal, revocation and suspension of admission (1) The admission of a company shall expire upon its written notice to the Management Body. (2) The Management Body may withdraw admission if any of the conditions identified in sections were not fulfilled at the time the admission was granted. It may revoke admission if any of these conditions subsequently cease to be met. (3) The Management Body may request all necessary information and evidence from the admitted company and/or the person concerned for the purpose of investigating whether any of the conditions referred to in (2) above are met. (4) If facts have emerged in proceedings before the Sanctions Committee (section 22 German Stock Exchange Act) justifying the withdrawal or revocation of the admission pursuant to sections 15-17, then the proceedings shall be passed on to the Management Body. The Management Body is authorised to request reports from the Sanctions Committee at every stage of the proceedings and to take control of the proceedings itself. If the Management Body has taken control of the proceedings and it emerges that the admission is not to be withdrawn or revoked, then it shall refer the proceedings back to the Sanctions Committee. (5) If there is well-founded suspicion exists that one of the conditions identified in sections was not met or has subsequently ceased to be met, the Management Body may order that the company's admission or that of an exchange trader is suspended for a maximum period of six months. (6) The Management Body may also suspend the admission for the duration of any default in the payment of prescribed fees. (7) The Management Body may order the suspension of admission for participants with a registered office outside the member states of the European Union or other signatory states to the Treaty on the European Economic Area for a period of six months or revoke the admission if performance of the reporting requirements under section 9 German Securities Trading Act or the exchange of information for the purposes of monitoring compliance with the prohibitions on insider trading with the competent authorities of this state does not appear to be ensured. (8) The admission of an exchange trader shall be suspended for the same period of time during which the admission of the company for which he or she trades is suspended. It expires in the event of loss of admission of the 19

20 company, upon such exchange trader's written notice to the Management Body or upon written application by the company. Section 21 Exclusion from use of the MAX-ONE trading system (1) Notwithstanding the above provisions, the Management Body has the right to exclude an admitted company either temporarily or permanently from use of the MAX-ONE trading system if the company breaches the rules defined for the system or jeopardises the safety or reliability of trading or the electronic system. (2) The Management Body may measure the loads produced by the individual market participants on the MAX-ONE trading system and in the case of abuse instruct individual market participants to reduce automatically produced orders and orders entered in electronic form without delay. In the event of an infringement of such an instruction the market participants concerned under (1) can be excluded from use of the MAX-ONE trading system. This must be indicated in the instruction. 20

21 Part VI: Listing of securities admitted to the regulated market; suspension, discontinuation and interruption of quotation Section 22 Listing of securities (1) The Management Body will provide notice of the point in time when the admitted securities are to be included in quotation on the regulated market on the exchange (listing). (2) The securities may be included in quotation no earlier than on the working day following the initial publication of the prospectus or, if no prospectus is to be published, on the working day following publication of the listing. Section 23 Suspension, discontinuation and interruption of quotation (1) The Management Body may: 1. suspend quotation if orderly trading on the exchange is temporarily jeopardised or if the suspension is deemed necessary in order to safeguard public interests, 2. discontinue quotation if orderly trading on the exchange no longer appears to be ensured. The Management Body shall inform the Exchange Supervisory Authority and the Federal Financial Supervisory Authority without delay of any measures pursuant to sentence 1 above. (2) The Management Body may further: 1. interrupt all trading on the exchange or in certain market segments, 2. interrupt price determination; and 3. interrupt access to the trading system for individual market participants or a large number of market participants if this is necessary for technical reasons or to avoid other threat to the proper functioning of exchange trading. In the cases in (2) no. 3 the system shall continue to be available to the other participants if orderly trading on the exchange appears to be ensured. (3) The actions by the Management Body under (1) and (2) above shall be made public through the system without delay and published pursuant to section

22 Part VII: Determination of exchange prices in MAX-ONE trading system Section 24 Exchange price determination (1) The exchange prices in trades pursuant to section 1 shall be set by Market Makers (specialists within the meaning of section 37). The exchange prices shall be determined as defined by the Management Body in accordance with the Directive on Markets in Financial Instruments EC/2004/39 ("MiFID") and the laws regarding its implementation as a percentage of the par value or in euros per notional no-par-value share. The Management Body may adopt a provision varying from sentence 2 if this means that determination of prices is more transparent or comprehensible for the public. (2) The price which corresponds to the prevailing market situation on the exchange is to be set as the exchange price. In particular, offers must be available to the participants and their acceptance must be possible. Market Makers shall treat all orders existing at the time of determination of prices equally when executing them in accordance with the special rules existing on the exchange. Market Makers are authorised to correct any obvious errors subsequently, retroactively, and without delay, however no later than by the start of price determination on the following settlement day (section 33(2) of Conditions for Trading for the Munich Stock Exchange). (3) Market Maker companies may conduct determination of prices on the exchange floor of the Munich Stock Exchange or from their own business premises (remote market making) in accordance with section 38. (4) Opening and spot prices shall be calculated prices. The opening price shall be determined at the commencement of exchange trading on the basis of the orders the Market Maker has on hand. (5) Unless provided for in these Exchange Regulations and the Conditions for Trading, the Management Body shall decide on the details of the price determination. Any decisions shall be published. Section 25 Recording and administration of orders; entry into exchange EDP (1) All orders placed with the Market Maker shall be entered into the EDP systems specified by the Management Body without delay unless otherwise provided for. Orders will be assigned a time stamp and transaction number by the system. Any orders failing to meet the minimum specified requirements will be rejected. The instructing party will be informed on the recording of orders through the system. 22

23 (2) An order book will be kept for each tradeable security in which all orders will be ranked according to their price and date of entry and administered. Amendments to an order shall result in a new chronological ranking in the order book if such amendments relate to significant terms of the order, in particular but not limited to price or lot size, which may adversely affect the executability of other orders. (3) Individual orders in the order book may be amended or cancelled by the instructing party in accordance with the exchange's rules and regulations. The Management Body may cancel individual orders or all orders at the participant's request. The Management Body may define other cases as far as necessary in order to guarantee orderly trading or to protect the public. (4) Proprietary transactions by Market Maker and entry of business data which may lead to proprietary or Name-to-Follow Transactions by Market Makers are to be specially identified for purposes of EDP. The Market Maker shall disclose the price determined and the turnover determined at this price without delay by entering them into the system. Section 26 Price determination in MAX-ONE (1) Prices for all securities admitted to the Munich Stock Exchange or included in the Open Market shall be determined in the MAX-ONE trading system in a single auction, continuous auctions or continuous trading. The Management Body shall decide in accordance with the Directive on Markets in Financial Instruments EC/2004/39 ("MiFID") and the laws regarding its implementation on the manner and form of trading; it shall in particular take into account the class of security and the average traded volume. (2) Orders can be entered into the MAX-ONE trading system, changed or deleted during the pre-trading, trading and post-trading periods (trading hours). The orders shall be executed in accordance with the price-time priority. Orders with the higher limit for a buy trade or the lower limit for a sell trade shall be executed first. Where orders have the same limit, the order with the older time stamp shall be executed first. (3) The Management Body shall determine the trading hours and lengths of the various trading periods. It is authorised to change the trading hours and to issue appropriate regulations where necessary to maintain orderly trading conditions or for reasons involving the system, in particular but not exclusively where no reliable data is available on the market situation, no reference markets exist or trading is interrupted. 23

24 (4) The Management Body is authorised to issue implementation rules and technical implementation requirements in order to define the market model more precisely. Section 27 Best Execution (1) Prices shall be determined for continuous quotation in continuous trading and in continuous auctions in accordance with the principle of best execution. Market Makers are required to enter binding offers into the system stating the relevant volumes and to observe to the maximum possible variation from the price on the reference market at the time of price determination expressed as a percentage or in absolute figures (price range). It shall: 1. take into account the volume of the executable order and volume or depth of the market of the orders provided on the reference markets; 2. avoid partial executions of the orders; 3. check the prices at which the investor's order can be executed in its entirety on reference markets and on which reference market the order could be executed in its entirety at the best price; 4. execute the order without delay. In other respects section 25(2) shall apply. (2) The Management Body shall set maximum price ranges and the level of the guaranteed offers, taking into account in particular the opening hours and order book volumes of the reference market, exchange rate fluctuations, trading and settlement conditions, transaction costs and counterparty risks. (3) Market Makers are required to partly execute the order up to the limit of the volume available on the reference markets to be taken into consideration and at the corresponding average price, provided that this is economically reasonable for the instructing party in the light of the costs incurred (reasonable partial execution). (4) The Market Maker is entitled to become a party to the trade if this means that a partial execution of the order can be avoided. In the case of securities with a price of less than EUR 0.25, the Market Maker is generally entitled to become a party to the trade. 24

25 Section 28 Price determination in continuous trading (1) Continuous trading shall begin with an opening auction to be carried out in accordance with the rules for single auctions. (2) Market Makers are required in addition to section 27(1) to immediately determine at least the price corresponding to the price at which the order would have been executed at the time of entry into the MAX-ONE trading system in accordance with the order book volume on the specified reference market (immediacy guarantee). In other respects section 25(2) shall apply. (3) The Management Body shall specify maximum price ranges and the level of the guaranteed offers for which the Market Makers have to comply with the immediacy guarantee. Section 29 Price determination in continuous auctions (1) Continuous auctions shall begin with an opening auction to be carried out in accordance with the rules for the single auction. (2) Market Makers are required to observe the principles of best execution (section 27). The Management Body shall specify maximum price ranges and the level of guaranteed offers. Section 30 Integration of reference markets (1) The Management Body shall determine the criteria relevant for assessing the real market situation of exchange trading. For this purpose it shall in particular specify the reference markets to be taken into account in price determination and shall publish them on the internet. (2) Reference markets can be stock exchanges and entities similar to stock exchanges as defined in the German Stock Exchange Act, organised markets in a member state of the European Union or in another signatory state to the Treaty on the European Economic Area, or other markets for trading in securities, provided it is ensured that: 1. prices are determined on the basis of rules and regulations; 2. securities transactions are settled in an orderly manner; 3. tradeable orders and/or tradeable bid and ask prices are published on an up-to-date and continuous basis; 4. orders are executed at the published bid and ask prices; and 25

26 5. the market is open for all market participants. Section 31 Price determination in single auctions (1) In the case of securities not included in continuous quotation (continuous auction and continuous trading), the price shall be fixed once a day in the form of a spot price. The Management Body is authorised to allow additional price determinations in exceptional cases. (2) In a single auction the price at which the largest order volume can be executed with minimum overhang taking into account the market situation shall be determined on the basis of the orders on hand (order situation), with as little variation as possible from the last price. (3) Market Makers are required to indicate price estimates to the market within which the price is determined in due time before price determination. In other respects section 25(2) shall apply. Section 32 Price determination in special cases (1) The Management Body shall decide when and in what manner price determinations are to be performed in special cases. This is permitted, in particular but not exclusively, when: - no data is available regarding the market situation; - no reference markets are available (e.g. trading prohibitions on the reference market due to sovereign actions or closures due to foreign public holidays); - extraordinary market situations exist (e.g. volatility interruptions on the reference market); or - technical problems have occurred in the system. (2) In such cases Market Makers are required to inform the Management Body immediately and to document the development of the market. Market Makers are not required to comply with the duties under sections 27, 28 and 29 if price determination is not possible due to special conditions. (3) The Management Body shall inform market participants without delay of any regulations issued. 26

27 Section 33 Addenda and symbols in connection with price determination (1) The following addenda shall be used in connection with price determination: 1. price without addendum = paid (bezahlt): all unlimited orders were executed; the orders limited at the price determined cannot be executed in whole or in part; a determined price without trades is an indicative price which provides information on the current market situation; 2. ratg = rationed, bids (rationiert Geld): the buy orders limited at and above the price determined and the unlimited buy orders can only be executed in part; 3. ratb = rationed, offers (rationiert Brief): the sell orders limited at and below the price determined and the unlimited sell orders can only be executed in part; (2) The following addenda are additionally used in the MAX-ONE system: 1. G = bid (Geld): there were no trades; only bids existed at this price; 2. B = ask (Brief): there were no trades; only offers existed at this price; 3. T = price estimate cancelled (gestrichen Taxe): a price could not be determined; the price is estimated; 4. GT = quotation cancelled, bids/estimated (gestrichen Geld/Taxe): no price could be determined as the price on the bid side is estimated; 5. BT = quotation cancelled, offers/estimated (gestrichen Brief/Taxe): no price could be determined as the price on the offer side is estimated; 6. a) ex DI = ex dividend (nach Dividende) for domestic shares: first quotation net of the dividend for domestic shares; b) ex DA = ex dividend (nach Dividende) for foreign shares: first quotation net of the dividend for foreign shares; 7. ex A = ex distribution (nach Ausschüttung): first quotation net of the distribution; 8. ex AG = net of distribution for participation certificates (nach Ausschüttung bei Genussscheinen): first quotation net of a distribution; 9. ex HBR = end of trading in subscription rights (Ende des Bezugrechtshandels) 10. ex BR = ex rights (nach Bezugsrecht): first quotation after separation of the subscription right; 11. ex SP = after stock split (nach Splitting): first quotation after adjustment of the price quotation to reflect a stock split; 12. ex ZS = ex interest (nach Zinsen): 27

28 first quotation net of interest; 13. ex AZ = ex settlement payment (nach Ausgleichszahlung): first quotation net of a settlement payment; 14. ex BO = ex bonus right (nach Bonusrecht): first quotation after separation of a bonus right; 15. ex abc = without various rights (ohne verschiedene Rechte): first quotation after separation of various rights; 16. ausg = suspended (ausgesetzt): the price quotation is suspended; 17. e REO = ex redenomination (ex Redenominierung) due to changeover to euros 18. HL = NB deletion (Hinweis Löschung) 19. H = NB (Hinweis): separate attention is drawn to special features. Section 34 Measures in cases of doubt regarding proper determination of exchange prices and in the event of significant price fluctuations (1) Where doubts exist as to whether exchange prices have been determined in the proper manner, the Exchange Supervisory Authority and the Trading Surveillance Unit may request a written statement from the Market Maker regarding certain facts and investigate the matter by inspecting the Market Maker's journals and handbooks, the EDP system or in another manner. (2) In the event of significant price fluctuations, price changes and rationing regarding type and volume, the Trading Surveillance Unit may order its own participation in price determination. Section 35 Documentation and publishing/announcement of prices and turnover (1) The Management Body shall publish the manner of trading (section 26(1)) and the necessary conditions this entails (price ranges, volumes of guaranteed offers and reference markets) in the Official Quotation List or in another suitable form (internet). (2) Trading data, especially exchange prices and the associated turnover, shall be stored and disclosed in the exchange system or the system of an outsourcing partner who is bound by contract. The Management Body is additionally authorised to publish announcements on the market situation where necessary in order to notify the public. (3) All participants have to report the turnover from the transactions executed by them or to allow it to be recorded and reported by third parties in accordance with the specific instructions from the Management Body. 28