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Inclusion Proceedings

The inclusion of stock and certificates representing stock in the Open Market offers a relatively simple and cost-efficient way to position a company on the capital market (redundant to decision on inclusion). The issuer is assisted by an applicant Capital Market Partner (henceforth "Applicant Capital Market Partner" or "Supporting Capital Market Partner") in the case of questions concerning the inclusion of its shares. These are service providers from the primary and secondary market environment.

Briefly, you have to do the following

  • Assign a Deutsche Börse Capital Market Partner (as a rule, this will be a credit institution)
  • Compile of the documents necessary for the inclusion
  • Application of the inclusion of your shares/certificates representing shares
    - jointly with a co-applicant
    - through the electronic application tool “E-Listing Open Market“

Legal Basis

The legal basis for the inclusion of shares in the Open Market, Scale can be found in the “General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market (Freiverkehr) on Frankfurter Wertpapierbörse“ (AGB-Freiverkehr).The most significant provisions here are sect. 7, 8, 16 AGB FV (General Inclusion Requirements) and sect. 17 AGB FV (Additional Inclusion Requirements for Shares and Certificates representing Shares).

Authorization to submit Application

The inclusion of shares or certificates representing shares in the Open Market, Scale is performed on a contractual level between the Deutsche Börse AG and the issuer. Insofar the inclusion of shares and certificates representing shares is governed by the AGB FV.

Pursuant to Sect. 16 AGB FV the inclusion of shares and certificates representing shares in Scale takes place upon joint application of the securities’ issuer and a credit institution, a Deutsche Börse Capital Market Partner financial services institution or a company which performs their business activities pursuant to Sect. 53 Paragraph 1 Clause 1 or Sect. 53b Paragraph 1 Clause 1 of the “Kreditwesengesetz” (hereinafter referred to as “KWG”) [German Banking Act].

A list of the applicant Capital Market Partners recognised by Deutsche Börse AG can be found on the Internet at www.deutsche-boerse-cash-market.com.

The inclusion of securities in Scale creates a contractual relationship between Deutsche Börse AG and the issuer.

Submitting of Application via Electronic Means

The application for inclusion of securities in the Open Market of the Frankfurter Wertpapierbörse is filed in electronic form.

In November 2008, Deutsche Börse AG implemented the electronic application tool “E-Listing Open Market“ in order to optimize the inclusion process. The E-Listing Open Market tool is an internet-based entry tool serving the purpose of automating the including process. The tool-assisted entry of the applications, for one, facilitates the application filing procedure and, for another, ensures an efficient application processing.

Since the E-Listing Open Market has been implemented, applications for inclusion can be filed exclusively via the internet in electronic form. Therefore, the paper-based application filing or communication, respectively, as regards the inclusion does no longer apply. In the light of digital communication, both application filing and application handling may be processed faster. Moreover, the E-Listing Open Market allows the Applicant Capital Market Partner to retrieve information about the status of proceedings independently. Also, the decision on the application for inclusion is displayed directly to the co-applicant through the E-Listing Open Market.

The connection to the E-Listing Open Market will be performed by the department Client Maintenance Trading & Clearing of Deutsche Börse AG upon the applicant’s Capital Market Partner application. The filing of the application for the inclusion of securities in the Scale is carried out through the E-Listing Open Market by the Applicant Capital Market Partner who was authorized by the issuer to do so. The issuer itself is not granted access to the E-Listing-Tool.

A successful entry of the application for inclusion into the E-Listing Open Market requires the entry of certain minimum data. The Applicant Capital Market Partner, for instance, has to enter compulsively in the E-Listing Open Market the type of security to be included as well as the essential master data like the ISIN and name and registered offices of the issuer. If these data are not entered, such application will not be recorded by the E-Listing Open Market and, therefore, will not be forwarded for processing to the “Listing Services” department of Deutsche Börse AG.

Any other securities or trade data required for inclusion, for example stock exchange abbreviations or quoting method as well as verifications and documents do not have to be entered into the E-Listing Open Market already at the moment the application is filed. Insofar there is the option to complete successively the application saved in E-Listing Open Market, if need be. Especially the verification and documents to be attached to the application may be uploaded subsequently in the E-Listing Open Market.

However, please pay attention to the fact that the supplementing or completing of the inclusion application is not possible for an indefinite period of time. The prerequisites for inclusion have to be verified within a period of six months after the inclusion application was submitted. Otherwise the application is considered cancelled pursuant to sect. 8 Paragraph 6 AGB-Freiverkehr.

Prerequisites for inclusion

Besides submitting an application, all inclusion requirements have to be met for the inclusion of shares in the Open Market, Scale. These are general prerequisites for inclusion (sect. 7 AGB-Freiverkehr) and further, additional requirements for inclusion in Scale (Sect. 17 Paragraphs 1 and 2 AGB-Freiverkehr). Also, the documents described in sect. 17 para. 3 AGB-Freiverkehr have to be submitted.

General Prerequisites for inclusion

Pursuant to sect. 7 AGB-Freiverkehr, any securities to be included have to have an international securities identification number (ISIN) and have to be freely tradable. The orderly settlement of the securities transactions has to be safeguarded and there must be no official bans or orders conflicting with the stock exchange trade. Moreover, the securities must not be listed for trading or included in the Regulated Market of the FWB.

The ISIN is the international securities identification number which clearly identifies the shares to be included. The issuer applies for allocation of an ISIN for the shares to be included at the central numbering agency in Germany, the “Herausgebergemeinschaft WERTPAPIERMITTEILUNGEN („WM“)”. WM allocates the securities identification number in compliance with a defined ISO-standard. In the course of ISIN-allocation, WM retrieves specific data, so-called master data, about the issuer and the securities; these data are collected in a data bank and forwarded to other information systems. The WSS Wertpapier Service System, an electronic application for data collection, storage and distribution operated by Deutsche Börse AG, for example, accesses the WM-securities register and supplies the E-Listing Open-Market through an in-house interface at the FWB. Thus, by means of one single ISIN-query, much necessary information regarding the securities to be included are available to the stock exchange at any time in a fast and secure manner.

Pursuant to sect. 7, AGB-Freiverkehr the shares to be included have to be freely tradable and the orderly settlement of transactions has to be safeguarded. This requirement serves the purpose to ensure transferability of shares and, therefore, the effective settlement of stock exchange transactions. In this connection, the stock exchange will review, above all, if the shares to be included are certificated, if the document has been deposited and valued accordingly at the CBF has issued a confirmation that trading transactions in the shares to be included may be settled. In case a global certificate was deposited at CBF, the issuer has to cause the issuance of a certificate for the respective securities which then will be deposited at the central custodian for collective custody by the Applicant Capital Market Partner or by the paying agent who maintains an account at CBF and who as their customer has power to act towards CBF. The paying agent of the issuer is a bank or credit institution which is responsible for settling any capital measures connected to the securities, like dividend distributions, and which has been specifically authorized by the issuer to do so.

Additional Prerequisites for inclusion

The high transparency standard of the Open Market, Scale is reflected both in the prerequisites for inclusion as well as in the follow-up obligations of the company whose securities are included. The requirements for inclusion in the Open Market, Scale are set forth in sect. 17 AGB-Freiverkehr. In individual cases, Deutsche Börse AG may grant exemptions from the requirements described in sect 17 Abs. 1 through 3 AGB-Freiverkehr, if the deviation is merely insignificant or not capable of effecting the assessment of the issuer’s financial situation and prospects for development in any significant way (sect 17 Abs. 4 AGB-Freiverkehr).​​​​​​​

Inclusion document

Pursuant to sect.17 Paragraph 1 Let. b) in conjunction with para. 3 lit. b) AGB FV, the inclusion in to the Open Market, Scale is performed based upon a inclusion document which is valid and approved of or certified pursuant to the regulations of the German Securities Prospectus Act. Amendments to the prospectus, if any, have to be submitted as well.

More information regarding “public offer” see step 3.2.3

Company history

As required by sect. 17 Paragraph 1 lit. c) AGB-Freiverkehr, the issuer has to have existed as a company for no less than two years.

It is not necessary, however, that the company has existed during this period in the legal form of a joint stock company. Therefore, a joint stock company which has existed for one year and before had existed in the legal form of a limited liability company for at least one year will also meet this requirement. Under specific circumstances, which have to correspond to the general provisions in sect. 17 para. 4 AGB-Freiverkehr, DBAG may also admit to trading securities of companies existing for less than two years.

Example:

A limited liability company (GmbH) was founded on 24 May 2015. The change of legal form to a joint stock company (AG) took place in October 2017. The requirement of a company history of no less than two years has been met.

Nominal amount

sect. 17 para. 1 AGB FV requires the shares to be included

  • to have a minimum nominal amount of 1 Euro in case of par-value shares or
  • to have a calculative minimum nominal amount of 1 Euro in case of notional no-par-value shares or
  • to have, in case of real no-par-value shares, a calculative minimum nominal amount of 1 Euro which is certificated by the certificates representing shares, divided by the overall number of certificates representing shares; the reference date of the equity capital verification used for this calculation must not be more than two months prior to the application.
  • The share of the issuer's equity, which is represented by shares, in relation to a key date which may not be more than two months before the application is made, divided by the total number of shares representing the certificates
  • or a EUR 1 corresponding amount or value in another currency.

In well-founded exceptional cases as set forth in sect. 17 para. 4 AGB FV the nominal value of the shares to be included may be less than 1 Euro, if, for instance, the issuer is subjected to a jurisdiction which compulsively demands a lesser amount.

Public Float / Number of Shareholders

Pursuant to sect. 17 para. 1 lit. e) AGB-Freiverkehr at least 20% of the issuer’s shares to be included have to be spread amongst the general public and held by no less than 30 shareholders. This provision serves the purpose to safeguard that a sufficient number of shares in free float is available to the market to ensure an orderly price determination. In determining the free float factor, Deutsche Börse AG basically uses for orientation Paragraph 1.9.of the „Guideline of Stock Indices of Deutsche Börse AG“; according to this provision, currently 5% and more of the authorized capital allotted to a share class are considered shares in firm hands. Shares under an existing lock-up agreement do not belong to the shares in public float. In individual cases, a smaller free float factor may be sufficient, if it can be assumed that orderly stock trading will be safeguarded even with a smaller number of shares in free float. Regarding the exemption option in sect.17 para. 4 AGB-Freiverkehr, criteria to be considered may be a high number of shares, the extent of market capitalization of the public float as well as the number of shareholders.

Specific requirements regarding the issuer

Scale is reserved for companies sufficiently prepared for the capital market. The co-applicant has to evaluate and document towards Deutsche Börse AG the issuer’s ability for the market. The Applicant Capital Market Partner will therefore examine whether the issuer meets the requirements set out in Appendix 3 AGB-Freiverkehr at submitting the application has to provide a letter of confirmation pursuant to Annex 4 of AGB-Freiverkehr confirming the additional prerequisites for inclusion as set forth in sect. 17 Paragraph 2 AGB Freiverkehr.

In detail the following requirements have to be met:

  • The company must have been duly established and continue to exist in accordance with the law applicable to the issuer.
  • The securities to be included must be issued in accordance with the law applicable to the issuer and comply with the provisions applicable to the security.
  • The issuer must also meet at least three of the following criteria/Key figures:
    • A turnover of at least EUR 10 million
    • An annual surplus of at least EUR 0
    • A equity capital more than EUR 0
    • An employee number of at least 20 persons
    • A cumulative, accumulated equity capital before the IPO of at least EUR 5 million.

Amounts in foreign currency shall correspond to the respective amount in EUR.

With regard to the criteria/key figures to be fulfilled in the case of bonds to be included, the aforementioned Appendix 3 AGB-Freiverkehr is referred to.

In addition, the issuer must have taken precautions in particular:

  • an internal risk management system for the identification, analysis and control of company risks,
  • an internal system to comply with the publication and reporting obligations,
  • the support service for shareholders, investors and analysts
  • internal compliance regulations ensuring the issuer’s conduct in compliance with the applicable law.

The Applicant Capital Market Partner must confirm the existence of the aforementioned conditions in writing to Deutsche Börse AG.

Moreover, the Applicant Capital Market Partner has to furnish a statement declaring that both management board and supervisory board of the issuer have at their disposal sufficient expertise or experience to execute their respective functions.

Documents to be submitted

Furthermore, the inclusion of shares or shares representing certificates in Scale presupposes the transmission of the following documents in the application form, cf. sect. 17 para. 3 AGB-Freiverkehr:

  • the written contract agreed between the issuer and the supervising capital market partner in accordance with appendix 1 AGB FV,
  • an inclusion document in accordance with appendix 2 general terms and conditions-free movement or in the case of a prospectus subject to public offer of shares or shares representing certificates
    • a securities prospectus valid and approved of or certified pursuant to the provisions of the German Securities Prospectus Act (WpPG) as well as amendments to such prospectus, if any;
    • the certificate on the prospectus’ approval and evidence for the publication of prospectus and amendments;
  • the annual financial statements and management reports – if the issuer is subject to consolidation, instead the consolidated financial statements and the Group management report-of the last two financial years,
  • in the event that the application is made more than ten months after the end of the last financial year, a semi-annual financial statements and interim management report-if the issuer is subject to consolidation, instead a condensed consolidated financial statements and Group Interim Management Report-according to Sect. 21 Paragraph. 1 let. b) Sentence 2 to 5 AGB FV for the first six months of the current financial year,
  • a confirmation by the issuer of the dispersion of the shares or shares representing the issuer in the audience according to Sect. 17 par. 1 let. f) AGB-FV,
  • a current excerpt from the commercial register on the issuer which at the date of submitting the application is not older than 4 weeks;
  • the issuer’s by-laws or articles of association valid at the date of submitting the application;
  • A company brief portrait of the issuer created in accordance with Appendix 4 AGB-Freiverkehr
  • a Corporate Calendar containing the issuer’s essential dates (e. g. analyst or investor event, issuer’s shareholders’ meeting or other legally demanded events) and information about further activities (e. g. analysts’ and investors’ presentations) .
  • In the case of an issuer domiciled abroad, a written power of attorney issued by the issuer to the supervising capital market partner for the acceptance of declarations of intent (including unilateral, e.g. termination of inclusion) and delivery of Deutsche Börse AG to The issuer in the context of the inclusion and which is revocable only in case of termination of the inclusion or termination of the contract with the supervising Capital Market Partner.

Deutsche Börse Capital Market Partner

The agreement concluded between the company and a so-called “Deutsche Börse Capital Market Partner” is meant to ensure professional support for the issuer in respect of any questions related to the listing prior to and during the inclusion of the shares in the Open Market,Scale . The Deutsche Börse Listing Partner is a network of experienced capital market experts , who are familiar with the necessary processes and documents related to inclusion supported by Deutsche Börse AG. The Deutsche Börse Capital MarketPartners can be recognized by this licensed partner sign.

On the website of Deutsche Börse AG you are not only provided with a current list of all Deutsche Börse Listing Partners, but also with a brief portrait of the experts including their necessary contact information. Here the issuer can gather quick and clear information and thus is provided with valuable assistance for selecting its syndicate bank which often will also assume the co-application.

The tasks of the Deutsche Börse Capital Market Partner in the course of supporting participants of the Open Market, Scale are set forth in Annex 1 of AGB-Freiverkehr as a minimum standard. So prior to and during its inclusion for trading in the Open Market, Scale, the issuer is supported by an expert contact person who will assist the issuer in as many aspects of inclusion and follow-up obligation as possible. The support services of the Capital Market Partner can be summarized as follows:

  • prior to the application for the inclusion of securities in Scale, the supervising capital market partner shall hold an information interview with the issuer in which the supervising capital market partner clarifies and advises the issuer on at least the following points:
    - the subsequent obligations of the issuer according to the AGB FV,
    - the other legal obligations of the issuer associated with the inclusion, in particular following the market abuse regulation (MAR) and the Securities Trading Act (WPHG) and
    - the Investor relations activities of the issuer in the year under review,
  • when applying for the inclusion of securities in Scale, the supervising capital market partner shall assist and advise the issuer in the preparation of the following documents:
    - Company Brief Portrait,
    - Company Calendar.
  • finally, the supervising capital market partner commits itself to the following services for the entire duration of the inclusion of securities in Scale:
    - conduct at least once a year an information interview with the issuer in which the supervising capital market partner clarifies and advises the issuer on at least the following:
    a) a possible admission of the securities to trading in the general standard or prime Standard at the Frankfurt Stock Exchange and the associated general transparency requirements, taking into account the opportunities and requirements of the individual market segments in detail and in particular to the individual needs and objectives of the issuer,
    b) the above mentioned points and
  • to advise issuers continuously on questions regarding the follow-up obligations and to assist in the preparation and maintenance of follow-up documents and data.

Specialist Model

Any formerly floor-traded securities have been transferred to the market XETRA Frankfurt 2 implemented in May 2011 with its trading model “XETRA Frankfurt Specialist“ (“continuous auction with specialist“). When trading securities through this trading model market participants benefit from specialists providing liquidity. The specialist is obliged to check on the feasibility of orders contained in the order book and to provide liquidity by entering binding quotes or orders, see sect. 32 AGB FV in conjunction with sect. 69, 82 Exchange Rules for Frankfurter Wertpapierbörse (henceforth “BörsO FWB”).

The Function of the Specialist at XETRA Frankfurt 2:

The specialists authorized by Deutsche Börse AG secure liquidity and continuous tradability of securities traded in the “continuous auctions“ trading model: the specialists undertake to allow trading ranges and refrain from economically unreasonable partial executions. Among their tasks is the preparation of indicative price information considering the current order book situation as well as the provision of additional liquidity. The prices will be determined based upon the current order book situation combining all existent buy and sell orders as well as on the order book situation of defined reference markets, if any. Moreover, the specialist is able to enter into the order book orders for other trading participants, if such orders regard securities assigned to that specialist. There is only one competent specialist for each security. In order to assess the high quality requirements, the so-called “performance” of the specialists active at Frankfurter Wertpapierbörse is measured. This performance measurement examines various aspects of quotation and execution. The first refers to the speed and continuity of quotation and the size of bid/offer spread. The execution quality, among other things, measures the execution speed and checks if execution of orders is performed within the respective spread.

  • The issuer may select a specialist active at FWB. FWB will deny such assignment only in case the specialist has been given a warning for not complying with the minimum requirements in the cluster the securities to be included have been assigned to.

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Contact Persons

Listing Services Hotline
E-Mail: listing@deutsche-boerse.com
Telephone: +49-(0) 69-2 11-1 39 90

Client Maintenance Trading & Clearing
E-Mail: member.section@deutsche-boerse.com
Telephone: +49-(0) 69-2 11-1 78 88

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