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About EY Private As Advisors to the ambitious™, EY Private professionals possess the experience and passion to support private businesses and their owners in unlocking the full potential of their ambitions. EY Private teams offer distinct insights born from the long EY history of working with business owners and entrepreneurs. These teams support the full spectrum of private enterprises including private capital managers and investors and the portfolio businesses they fund, business owners, family businesses, family offices and entrepreneurs. Visit ey.com/private. Frankfurt Stock About EY Initial Public Offering Services Going public is a transformative milestone in an organization’s journey. As the industry-leading advisor in initial public offering (IPO) services, EY teams advise ambitious organizations around the world and helps equip them for Exchange IPO success. EY teams serve as trusted business advisors guiding companies from start to completion, strategically positioning businesses to achieve their goals over short windows of opportunity and preparing companies for their next chapter in the public eye. EY advisors served on companies that raised Market segments and 67% of all IPO proceeds in 2019. ey.com/ipo. © 2020 EYGM Limited. requirements All Rights Reserved. EYG no. 05271-20Gbl BMC Agency GA 1016248 ED None In line with EY’s commitment to minimize its impact on the environment, this document has been printed on paper with a high recycled content. This material has been prepared for general informational purposes only and is not intended to be relied upon as legal accounting, tax or other professional advice. Please refer to your advisors for specific advice. Taking your business public is a significant milestone; it’s a strategy that can help you ey.com raise the capital you need to achieve your growth ambition, to partially exit, to stay independent and to reach market leadership. In this publication, EY teams have summarized the initial requirements for an IPO and your ongoing requirements post IPO. To help you compare and evaluate different market segment profiles at a glance, we have presented this information in tabular format — making it easier to find the marketplace that suits your financial strategy. There are dedicated EY IPO leaders and teams that can support you at every stage of the IPO journey. We look forward to guiding you through the regulatory challenges and helping you to deliver the value your shareholders expect. Frankfurt Stock Exchange Criteria Prime Standard General Standard Scale May 2020 Targeted issuers Profile and target groups Main segment with high transparency standards for companies seeking to approach national and Segment with European minimum transparency standards for companies seeking to Segment for small and medium-sized companies (registered SME growth market), international investors approach national and international investors seeking capital for growth from national and international investors Number of issuers 303 147 49 Foundation of segment: European Union (EU) status and Regulated official market: admission of the securities in the regulated official market Regulated official market: admission of the securities in the regulated official market Regulated unofficial market (Multilateral Trading Facility (MTF)): inclusion of the national legal basis for admission or inclusion of stocks, securities in the regulated unofficial market (Open Market) or Global Depository Receipts (GDRs) Financial and operational requirements History of the business model At least three years, exceptions are possible At least three years, exceptions are possible At least two years, exceptions are possible Amount of capital stock — — — Expected market capitalization At least €1.25m, exceptions are possible At least €1.25m, exceptions are possible At least €30m at the time of inclusion into trading, exceptions are possible Number of shares and other At least 10,000 shares At least 10,000 shares At least three of five following criteria must be fulfilled: 1. Turnover at least €10m 2. Earnings of the year at least €0 3. Equity capital shown in the balance more than €0 4. Number of employees of the issuer at least 20 people 5. Accumulated equity capital before IPO at least €5m Initial requirements Possible types of securities Ordinary shares and preferred shares or certificates (e.g., GDRs) Ordinary shares and preferred shares or certificates (e.g., GDRs) Ordinary shares and preferred shares or certificates (e.g., GDRs) Share of free float in the capital after IPO At least 25% within the EU or European Economic Area (EEA) and at least 100 shareholders, At least 25% within the EU or EEA and at least 100 shareholders, exceptions are possible At least 20% or at least 1m shares, exceptions are possible exceptions are possible Accounting standard International Financial Reporting Standards (IFRS) or recognized international accounting standard IFRS or recognized international accounting standard (in accordance with the National accounting standard (for issuers with domicile in EU or EEA member state) (in accordance with the European Commission) European Commission) or IFRS Type of transaction Prospectus for public offering Yes Yes Yes Report for private placement No No Yes, inclusion document Recognition of prospectus in the EU Yes, passporting possible Yes, passporting possible Yes, passporting possible Language for publications German and English (English exclusively for companies outside of Germany) German or English German or English Periodic reporting requirements Annual reporting and terms of publication or Audited annual financial report at the latest by four months after the end of the respective reporting period Audited annual financial report at the latest by four months after the end of the respective Audited (consolidated) annual financial statement along with a management report submission reporting period at the latest by six months after the end of the respective reporting period Half-yearly reporting and terms of publication or Half-yearly financial report at the latest by three months after the end of the respective reporting period Half-yearly financial report at the latest by three months after the end of the respective Half-yearly financial statement containing condensed balance sheet, profit and submission reporting period loss account, notes and interim management report at the latest by four months after the end of the respective reporting period Quarterly reporting and terms of publication or Quarterly statement or quarterly financial report in accordance with International Accounting Standards (IAS) 34 — — submission for first and third quarter; at the latest by two months after the end of the respective reporting period Corporate governance code (CGC) National or recognized international CGC, in accordance with the comply or explain principle National or recognized international CGC, in accordance with the comply or explain — principle Publication or submission of a financial calendar Yes, to be updated continuously — Yes, to be updated continuously Event-led reporting requirements Report of management transactions Yes, every amount greater than €20,000 by the end of the calendar year Yes, every amount greater than €20,000 by the end of the calendar year Yes, every amount greater than €20,000 within a calendar year Measures for prevention of insider trading Yes, maintenance of insider lists Yes, maintenance of insider lists Yes, maintenance of insider lists Ad hoc publicity Yes, nonpublic price-sensitive information to be published immediately Yes, nonpublic price-sensitive information to be published immediately Yes, nonpublic price-sensitive information to be published immediately Disclosure of holdings Yes, threshold values: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 75% Yes, threshold values: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 75% Disclosure obligation to the company (Stock Corporation Act): 25%, 50% Regulations Selection of important laws Stock Exchange Act and Exchange Rules for the Frankfurter Wertpapierbörse (FWB), Stock Exchange Admission Stock Exchange Act and Exchange Rules for the Frankfurter Wertpapierbörse (FWB), Stock Stock Exchange Act, General Terms and Conditions of Deutsche Börse AG for the Regulation, German Securities Trading Act, Securities Prospectus Act, EU Regulation 2017/1129, EU Regulation Exchange Admission Regulation, German Securities Trading Act, Securities Prospectus Act, Regulated Unofficial Market on Frankfurter Wertpapierbörse, Securities Prospectus 596/2014 EU Regulation 2017/1129, EU Regulation 596/2014 Act,