Form of Securities

Directive Form of Securities

I. GENERAL PROVISIONS

Art. 1 Purpose

This Directive is intended to ensure that transactions on MERJ Exchange are cleared safely and to guarantee that holders are able to obtain proof of their holdings.

Art. 2 Substance

This Directive governs the details of the form of securities listed on MERJ Exchange. Where the securities to be traded on MERJ Exchange will be represented by MERJ DEP Depository Interests, the provisions of this Directive are applicable to the underlying securities represented by the MDIs.

Art. 3 Compliance with applicable law

The applicant must submit with the listing application a legally signed declaration from the issuer to the effect that the securities in question have been issued, and if certificated then printed and containing all of the required language, in accordance with applicable law and the Articles of the issuer.

II. PERMANENT GLOBAL CERTIFICATE

Art. 4 Principle

An issuer of debt securities may issue global certificates or replace multiple fungible securities entrusted to a single custodian or depository nominee with a global certificate if the conditions of issuance or articles of association provide for this or the depositors have agreed to this.

Art. 5 Definition

1. A global certificate is a security of the same type as the individual rights it embodies. It is the joint property of the participating depositors in proportion to their participation.

2. The right to order the printing of securities and the delivery of individual securities certificates is reserved to the lead manager, main paying agent or issuer as provided for in the conditions of issuance or articles of association.

3. Investors also have the right to request the printing and delivery of securities as long as securities are deposited with a depository or book-entry securities have been entered in the main register and this has been provided for in the conditions of issuance or articles of association. The investor bears the costs of this unless otherwise provided for in the conditions of issuance or articles of association.

4. The issuer is not obliged to refrain from the printing of individual securities certificates; certification in the form of individual securities certificates continues to be permissible.

Art. 6 Content of a global certificate

1. It must be expressly stated in a global certificate that the document in question is a permanent global certificate and that it is the joint property of all investors.

2. It must be expressly stated in a global certificate that the document in question is a permanent global certificate and that it is the joint property of all investors.

3. In addition, it must contain the following:

a. summary information about the issuer (name, registered office, legal form);

b. precise description of the securities (including securities and ISIN numbers);

c. number and nominal amount of the securities;

d. in the case of debt securities and derivatives a complete or summary description of the conditions of issuance;

e. in the case of debt securities, at least the following information must be given:

i. type of repayment;

ii. possibility of early repayment;

iii. amount of repayment (at par or with a premium);

iv. details about the main paying agent;

f. signature of the permanent global certificate by the issuer and certification of the same by means of legally valid signatures of the delivering depository institute.

Art. 7 Form of the certificate

The global certificate must be established in accordance with the requirements laid down by the central securities depository where certificate is deposited.

Art. 8 Safe custody of a global certificate

1. Permanent global certificates must be deposited and held in safe custody according to the rules of a central securities depository recognized by MERJ Exchange.

2. MERJ Exchange maintains a list of such recognized central securities depositories.

See also:

- List of recognized settlement organizations and central securities depositories

Art. 9 Increase or reduction

1. For every capital increase in a bond or derivative, an additional global certificate must be drawn up, whereas this represents only the amount of the increase.

2. In order to guarantee the fungibility of the individual tranches, the main paying agent of the underlying debt security must re- main unchanged.

3. If the nominal amount of the global certificate is reduced, this does not need to be stated on the certificate. If the global certificate is held by MERJ DEP or its designated nominee, MERJ DEP will attach a reduction voucher to the certificate. A new certificate is not needed for the subsequent increase up to the original nominal amount.

Art. 10 Redemptions and amortizations

Partial redemptions and amortizations in cases of debt securities must be reported to the Listing Division and the safe custody depository so that the latter may amend the global certificate accordingly.

Art. 11 Exercise of option and conversion rights

The exercise of option and conversion rights must be announced to the Listing Division and the safe custody depository periodically (but no less than once a month) in order that the global certificate may be amended accordingly.

Art. 12 Precautions with regard to the printing of individual securities certificates

1. The lead manager or main paying agent of an issue of bonds and derivatives must also take contractual precautions with regard to permanent global certificates to ensure that it is in a position to procure the printing of individual certificates.

2. The lead manager or the main paying agent has the exclusive right to order the printing of securities certificates if and when it considers this necessary or useful, or if and when the issue of individual certificates is required on the basis of either domestic or foreign law, for example in the event of bankruptcy, deferment or restructuring of the issuer.

3. In such cases, the printing of individual certificates is free of charge to investors.

III. TECHNICAL GLOBAL CERTIFICATE

Art. 13 Definition

A technical global certificate is a certificate for which the investor in the securities has an unconditional right to receive and/or have printed an individual certificate at any time.

Art. 14 Right to a printed certificate

Delivery of such individual certificates must take place within three months and must be free of charge for the investor as long as the conditions of issuance or articles of association provide for this.

Art. 15 Content

1. If the conditions of issuance or articles of association provide for the right to delivery or printing of individual certificates at any time or free of charge at any time, this fact must be specifically mentioned on the technical global certificate.

2. In addition, the requirements as to content listed in Art. 6 para. 2 are applicable by analogy.

Art. 16 Form of individual certificates

Printed individual certificates must conform to applicable law and the articles of association of the issuer.

IV. BOOK-ENTRY SECURITIES

Art. 17 Definition

1. Book-entry securities are rights which only arise with their entry into the book-entry securities ledger, which contains the number and denomination of the book-entry securities issued. They exist in accordance with this entry.

2. Book-entry securities may also replace fungible securities or global certificates entrusted to a single custodian if the conditions of issuance or articles of association provide for this or the depositors have agreed to this.

Art. 18 Clearing exchange transactions

1. The means for clearing stock exchange transactions in book- entry securities must be ensured, and proof of ownership must be documented.

2. The applicant must provide to the Listing Committee proof of ownership when submitting the listing application.

V. DIGITAL ASSET SECURITIES

Art. 19 Definition

1. A digital asset security is a type of book-entry security that utilizes distributed ledger technology.

2. Digital asset securities are rights which only arise with their entry into the digital asset securities ledger. They exist in accordance with this entry.

3. Digital asset securities may also replace fungible securities or global certificates entrusted to a single custodian if the conditions of issuance or articles of association provide for this or the depositors have agreed to this.

Art. 20 Clearing exchange transactions

1. The means for clearing stock exchange transactions in digital asset securities must be ensured, and proof of ownership must be documented.

2. The applicant must provide to the Listing Committee proof of ownership when submitting the listing application.

VI. DISCLOSURE OBLIGATIONS

Art. 21 Principle

1. The form (securities/global certificates/book-entry/digital asset securities) of the securities must be indicated in the Listing Particulars.

2. Any subsequent change to the form must be disclosed in accordance with applicable provisions.

Art. 22 Global certificates

1. If the investor is not granted the right to print and distribute individual security certificates, this fact must be expressly indicated in the Listing Particulars in the event the issue is securitized in the form of a permanent global certificate.

2. In the case of certification in the form of a technical global certificate, and to the extent the conditions of issuance or the articles of association provide for it, investors must be expressly informed in the same way that they have the right at any time to require delivery and/or printing of an individual certificate.

3. Printing and delivery are free of charge for investors only if the conditions of issuance or the articles of association provide for this.

Art. 23 Book-entry securities and digital asset securities

1. In the case of book-entry securities or digital asset securities, the applicable legal provisions must be stated in the Listing Particulars. Specifically, it must be indicated who maintains the book-entry securities or digital asset securities ledger – and, if applicable the main register of the securities or underlying securities where MERJ Depository Interests are being created over the underlying securities – of the issue in question.

2. The way in which market transactions are cleared and proof of ownership is established must also be explained in the Listing Particulars.

3. In the case of digital asset securities information about the DLT platform, risks, protocols, service providers and any other relevant information unique to digital asset securities must be stated in the Listing Particulars.

VII. FINAL PROVISIONS

Art. 24 Entry into force

This Directive shall enter into force on 1 March 2025.

Art. 25 Transitional provisions

This Directive shall apply to all securities issued in connection with transactions for which a listing application is submitted on or after the date of the entry into force of this Directive.