Admission Document of Depository Receipts

ADMISSION DOCUMENT OF DEPOSITORY RECEIPTS

NAME OF ISSUING COMPANY

APPLICATION FOR THE LISTING OF DEPOSITORY RECEIPTS

ON A CYPRUS STOCK EXCHANGE MARKET

WITH THE METHOD OF………………

Presentation of

ISSUING COMPANY - APPLICANT

The content of this Admission Document complies fully with the information included in the company’s Prospectus which has been (approved) submitted/shall be submitted to the Cyprus Securities and Exchange Commission (in case a Prospectus is issued).

The Board of Directors of the Company undertakes full responsibility as regards the information contained in this Admission Document and confirms that this information contained therein is consistent with reality and there are no other omissions which would alter its content.

During the entire examination of the application for the listing of its titles on the CSE, the Issue Adviser/Nominated Adviser of the Issuer is …………

and the Issuer’s Depository is ……………..

The Nominated Adviser has obtained a relevant permit by the CSE and its work is to assist an issuer of a non-regulated market in order to respond to its obligations arising from the institutional framework governing the operation and participation in a non-regulated market; therefore the Nominated Adviser is liable against the Company and the Cyprus Stock Exchange.

Upon signing the Trust Agreement for the deposit of Underlying Shares with the Depository, the Depository is bound to retain the Issuer’s Underlying Shares in the form of a trust for the benefit of the beneficiary at the time of the Underlying Shares and the Depository issues the corresponding Depository Receipts which shall correspond and represent the Underlying Shares.

Provided that the Issuer cannot trade or transact in the Underlying Shares and nor can it encumber them in any way while these are the object of the Trust Agreement or are set aside and reserved against the corresponding Depository Receipts.

ATTENTION: This document does not constitute a Public Invitation to the public and its intention is not to draw funds.

dd/mm/yy

Application for the listing of Depository Receipts on the Cyprus Stock Exchange

The Board of Directors of «……………………………..» decided to seek the listing of ………………… Depository Receipts for trading on the Cyprus Stock Exchange on the Depository Receipts Regulated Market or the Depository Receipts Non-Regulated Market (New Market):

(a) / The placement of Depository Receipts which shall have already been issued and allocated. /
/ Approved share capital:
…………………… (number) ordinary shares of a nominal value of ……………
/ Issued share capital:
…………………… (number) ordinary shares of a nominal value of ……………
/ Number of Depository Receipts under issue/issued: …………………………….
(b) / The listing of Depository Receipts which have been issued or shall be issued and offered through Public Offering to the public. /
/ Approved share capital:
…………………… (number) ordinary shares of a nominal value of ……………
/ Issued share capital:
…………………… (number) ordinary shares of a nominal value of ……………
/ Number of Depository Receipts under issue/issued: …………………………….
(c) / With the parallel listing of Depository Receipts which are already issued on a Stock Exchange abroad in any of the aforementioned two ways. /
/ Approved share capital:
…………………… (number) ordinary shares of a nominal value of ……………
/ Issued share capital:
…………………… (number) ordinary shares of a nominal value of ……………
/ Number of Depository Receipts under issue/issued: …………………………….

(d)Information on Issuer of Shares

Name of Issuer: ……………………………

Address of registered office: ……………………………………….

Telephone: ...... Fax: ...... E-mail: ......

Country of origin: …………………………

Website:......

Date of incorporation:......

Registration no.: ......

ISIN Code: …………………………..

Currency: ……………………………….

Regulated or non-regulated market: ……………………………….

Certificate by the Issuer’s Board of Directors in accordance with Paragraph 11.5(b) of the Regulatory Decisions that the Issuer meets the relevant requirements of the Legislation and of the Law of the foreign jurisdiction in which the Issuer has been incorporated and operates.

(e)Information on Representative of Issuer of Depository Receipts

Full name of contact person: ………………………………………………….

Position: ……………………………

Address of registered office:…….…………………………………………….

City / Country: …………………………..

Telephone:………………………………

Fax:…………………………..……

E-mail:……………………………………………………………………...

Website:..……………………………….…………………………………………….

Date of incorporation and duration of operation, if not indefinite: ......

Legislation and jurisdiction under which the Issuer’s Representative operates:......

(f) Information on the Nominated Adviser (Depository Receipts Non-Regulated Market)

……………………………………………………………...……………………………

…………………………………..………………………………………………………

Legal form of company (e.g. credit institution, IF, Audit Firm, Law Firm, etc.)

……………………………………………………………………………..……………

Country of origin and year of incorporation: ......

Information on the Depository’s Representative

Name: …………………………………………..

Address of registered Depository: …………………………………………………..

Telephone: ………………………………

Fax: ……………………………………

E-mail: ……………………………………………………………………

Website: ……………………………………………………………………

Country of origin: …………………………………………………

Name and Position of Contact Person:

Full name:…….…………………………………………….

Position:………………………………

Telephone:………………………………

Fax:…………………………..……

E-mail:……………………………………………………………………...

(g)Information on the Depository of Depository Receipts:

Name: …………………………………………

Address of registered Depository:…….……………………………………….

Country of origin: …………………………………………….

Telephone:………………………………

Fax:…………………………..……

E-mail:……………………………………………………………………...

Website:..……………………………….…………………………………………….

/ Date of incorporation and duration of operation if not indefinite: ......
/ Legislation and jurisdiction under which the Depository of Depository Receipts operates and its legal form under the Legislation: ......
/ The Issuer should enter into an Underlying Shares retention agreement with a legal entity, which shall retain the said shares in its capacity as a trustee (Depository of Depository Receipts) and should draw a written trust agreement for this purpose.
Please attach the relevant agreement.
/ After signing the aforementioned agreement, the Issuer is obliged to be bound towards the trustee for the manner and requirements on the basis of which the relevant Depository Receipts shall be redeemed for the benefit of the beneficiary at the time.
Furthermore, the exact procedure for the submission of an application for the redemption of the Depository Receipt by the holder of the Receipt in the said agreement and the deadline for its redemption should be explained:
......
......
/ Explain the method of handling the rights/benefits of the Underlying Shares, e.g. dividends, voting right, issue of new titles:
……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..

(h)LEGAL ADVISERS, AUDITORS

Legal Advisers: …………………………………...

Contact person: ………………………………….

Telephone: …………………………………...

Fax: ………………………………

Website: ……………………………….…...

E-mail: …………………………………...

Please attach the relevant certificate by the Legal Advisers certifying that all legal requirements relating to the issue of the Depository Receipts are met under Paragraphs 8.1. – 8.2. of Regulatory Decisions.

Audit firm: ..…………………………………...

Contact person: .………………………………

Telephone: …………………………………...

Fax: ………………………………

Website: ……………………………….…...

E-mail: …………………………………...

(i)ISSUE DETAILS

Description of Depository Receipts whose listing is required

Quantity: ..…………………………………......

Percentage on the listed share capital: .…………………………

Currency: .…………………………………......

Depository Receipts/Existing Issuer’s Shares Ratio: ..……

Date of commencement of trading of Depository Receipts on the Stock Exchange / ..…………………………………......
Date/Period of Exercise Price of Depository Receipts / ..…………………………………......

ISSUER’S DETAILS

(i)HISTORICAL BACKGROUND

Make a brief reference to the activities exercised by the issuer at the date of its application stating at the same time the activities of its holding, subsidiary and affiliated companies (if applicable). A list should be made with the significant subsidiary companies of the issuer, with their name, the country of their incorporation or establishment as well as the percentage of the capital, stating whether the percentage of voting rights that the issuer holds in such companies differs.

......

Make a brief reference to the issuer’s development since its establishment and refer to material events such as mergers, takeovers or reorganisations.

......

(k)BUSINESS RISKS

Make reference to the risk factors which are specific for the company and the field of its business activity.

......

(l)LEGAL ACTIONS

State any court dispute or arbitration or interruption of activities which may have or have had in the recent past significant impact on the Issuer’s financial condition.
......

(m)FINANCIAL INFORMATION

Please state whether the Issuer operated regularly and had audited accounts for the past two years prior to listing, which contained background financial information and this information was drawn in accordance with Regulation (EC) no. 1606/2002 or whether these standards do not apply in accordance with the National Accounting Standards of a Member-State in the case of community issuers. In the case of issuers from third countries, this financial information is drawn based on the international accounting standards adopted in accordance with the procedure of article 3 of Regulation (EC) no. 1606/2002 or in accordance with the third country’s accounting standards equivalent to these standards.
…………………………………………………………………………………………………………………………………………………………………………
/ State whether the last auditors’ report of the company contained any reservation or statement of weakness to express an opinion or material uncertainty or whether the investors’ attention is drawn (Qualification on the auditors’ report). Make the relevant references.
If YES, please explain:
………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

PROFIT AND LOSS ACCOUNT

(thousand €) / 200X-2 / 200X-1
Turnover
Cost of sales
Gross Profit
Other income
Expenses
Profit from business
Profit before tax
Profit after tax
Profit per share (cent)

Remarks

State any material year-on-year fluctuations to the economic figure providing a relevant explanation.
Include the company’s half-yearly results in case they have been approved.

BALANCE SHEET

(thousand €) / 200X-2 / 200X-1
Non-current assets
Current assets:
Stocks
Debtors
Cash and bank balances
Total assets
Capital and reserves:
Share capital
Reserves
Minority interest
Long-term liabilities
Current liabilities
Total shareholders’ capital and liabilities

Remarks

State any material year-on-year fluctuations to the economic figures providing a relevant explanation.
Include the company’s half-yearly results in case they have been approved.

CASH FLOW STATEMENT

(thousand €) / 200Χ-2 / 200Χ-1
Profit / (Loss) from business prior to the changes in the working capital
Net cash flow from / (for) business
Net cash flow from/(for) investment activities
Net cash flow from/(for) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year/period
Cash and cash equivalents at the end of the year/period

Remarks

1. State any material year-on-year fluctuations to the economic figures providing a relevant explanation.

2. Include the company’s half-yearly results in case they have been approved.

Please also attach the annual Accounts.

(o)BOARD OF DIRECTORS / ORGANISATIONAL STRUCTURE

Present the composition of the Board of Directors including detailed CVs and position that its Members hold in the organisational structure of the company.

………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..……………

(p)LISTING OF DEPOSITORY RECEIPTS ON A CSE MARKET

/ The Issuer has been legally incorporated and operates as a public company according to the law of the place of its incorporation which grants it the power to issue titles to the public with Underlying Shares being listed on the Cyprus Stock Exchange or on a stock exchange operating in a foreign jurisdiction which is recognised by the competent supervisory authorities of the foreign jurisdiction.
…………………………………………………………………………………….
…………………………………………………………………………………………………………………………………………………………………………
/ The Depository has power to issue the specific Depository Receipts whose listing the Issuer seeks in accordance with the law of its place of incorporation, its memorandum and articles of association or any other document governing the terms of its incorporation and the relations amongst its members.
…………………………………………………………………………………….
…………………………………………………………………………………………………………………………………………………………………………
/ The Issuer proposes the listing of Depository Receipts whose transfer is free.
………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
/ In the case of an Issuer which has the Underlying Shares, which concern the Receipts that the Issuer wishes to list, listed on a stock exchange of a foreign jurisdiction, it should fully comply with the terms and conditions of this stock exchange.
………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
/ The Issuer is not bound against anyone in a manner which is incompatible with the interests of the holders of the Depository Receipts.
………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
/ The Issuer ensures equal treatment of the beneficiaries of the Receipts of the same class with regard to all rights or obligations relating thereto.
………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
/ The Issuer proposes fully paid Depository Receipts for listing.
…………………………………………………………………………………………………………………………………………………………………………
/ Description of the rights which are incorporated in the Depository Receipts, including possible restrictions in these rights and the procedure for the exercise of the rights.
……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
/ The Issuer appoints a Depository which shall retain the Issuer’s Underlying Shares in its capacity as a trustee and with which it should draw a special Trust Agreement in writing for this purpose.
……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
/ The Issuer is ready and capable through the Depository to hand over its register to the Central Depository and Central Registry of the Cyprus Stock Exchange and respond to any obligation thereof when undertaking or later keeping the Register imposed under these Regulations.
……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
/ In case the Issuer wishes to list the Depository Receipts on a non-regulated market, it has obtained the services of a Nominated Adviser and is obliged to maintain the said services during their trading on the Cyprus Stock Exchange.
……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
/ The Issuer has distributed to the public a percentage of 25% of the Depository Receipts with regard to application for their listing.
If not, state the reasons.
………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
/ Give the dispersion of the Issuer’s Depository Receipts.

State the total number of Depository Receipts and the percentage held by the Members of the Board of Directors and by the Main Shareholders of the company.

Managing Directors and Main Shareholders

Before the increase / After the increase
Shareholder / Directly / Indirectly / Total Depository Receipts / % / Directly / Indirectly / Total Depository Receipts / %
Shareholder Α
Shareholder Β
Shareholder C
Shareholder D
Shareholder Ε
Wide public
Total

* Persons “acting in concert” means persons who, with coordinated actions or following an agreement, cooperate and includes, by rebuttable presumption, the categories of persons in accordance with Paragraph 6A(vii) of the Regulatory Decisions.

Please attach a Depository Receipts Free Float Report in accordance with Annex V.

/ In the case of issue of Depository Receipts of the same class as the ones already listed on the Stock Exchange, it requests the listing of the Depository Receipts on the Stock Exchange no later than six (6) months from their issue.
…………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………
/ Give the total net income of the issue/offering and estimation of its total expenditure.
……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
/ It publishes without delay information on every amendment of the rights connected to the Depository Receipts.
……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….
/ It publishes without delay to the Stock Exchange in the prescribed form and makes known every employment, resignation or change in the position of the Chairman or Member of the Board of Directors, General Manager, Financial Manager, Auditor or Head of the Accounts Department.
………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
………….……………………..………. / ………….……………………..……….
Full name
On behalf of the Issuer’s Board of Directors / Full name
On behalf of the Issuer’s Representative/Nominated Advisor
Date:………..……………