1.  Introduction

With this circular, we provide you with the updated General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market on Frankfurter Wertpapierbörse (FWB^®, the Frankfurt Stock Exchange), (GTC DBAG).

Amendments have been made in connection with the application and drawing lots procedure for shares or certificates representing shares for inclusion in the Quotation Board (3. a)), with the minimum amount for the inclusion of shares and certificates representing shares in Scale and corresponding adjustments to the free float (3. b)), with the publication of financial analyses (3. c)) and in connection with selected maximum contractual penalty amounts (3. d)). In addition, several editorial changes have been implemented (3. e)).

The amended GTC DBAG will become effective on 1 April 2022.

2.  Required action

The amendments to the GTC DBAG shall be deemed to have been approved if the Participant, the Applying Issuer, the guarantor or the supporting Capital Market Partner does not notify Deutsche Börse AG, Mergenthalerallee 61, 65760 Eschborn, Germany, in writing or electronically of a rejection of the amendments to the GTC DBAG prior to the date on which they become effective (§ 40 Paragraph 1 Clause 2 of the GTC DBAG).

In the case of an objection of the GTC DBAG, Deutsche Börse AG may terminate its business relations to the Participant, the Applying Issuer, the guarantor or the supporting Capital Market Partner subject to a notice period of six weeks, pursuant to § 40 Paragraph 2 of the GTC DBAG. The right to termination for good cause remains unaffected.

3.  Details of the changes

a) Amendments concerning the application and drawing lots procedure for shares or certificates representing shares for inclusion in the Quotation Board

Status Quo:

The verification of the inclusion requirements for applications for the inclusion of securities in the Quotation Board by DBAG requires the opening and transmission of the so-called securities master data by WM Datenservice.

The new rules are intended to optimise the application procedure and, if necessary, the subsequent drawing lots procedure and to incentivise the Specialists who apply for the share or an certificate representing shares first. The concrete course of the application procedure was previously regulated outside the GTC DBAG. In order to ensure greater legal certainty, the relevant rules will be integrated into the GTC DBAG. 

New rules for the application and drawing lots procedure for the inclusion of shares or certificates representing shares in the Quotation Board:

• When the first application is submitted by a Specialist, the system checks whether the securities master data have already been opened for the security applied for with the assigned ISIN. If the securities master data are already available, up to three additional Specialists may submit applications for the security in question until the end of the respective review period (12:00, 14:00 or 16:00 CET).
• If no securities master data have yet been opened for the share or certificate representing shares applied for, an application can be submitted by up to three additional specialists for a maximum of 30 minutes (first countdown).
• When the first countdown expires, a second countdown begins. This is for a maximum of five trading days and ends at 16:00 CET on the last of the maximum five trading days (second countdown).
• In addition, a limit for applications for inclusion of shares or certificates representing shares in the Quotation Board, for which no securities master data have yet been opened or submitted, will be introduced. The limit is set at a maximum of 30 applications per trading day and Specialist. For all other applications for inclusion of securities in the Quotation Board there is no numerical limit. 
• Applications for the inclusion of shares or certificates representing shares in the Quotation Board already submitted before 1 April 2022 (so-called "old cases"), and for which no securities master data have yet been opened or transmitted, will be processed in accordance with the previous procedure.

b) Deletion of the minimum amount for the inclusion of shares or certificates representing shares in Scale and corresponding adjustment of the free float requirements

In order to ensure that the segment Scale of the Regulated Unofficial Market, which is registered as an SME growth market, does not fall behind in European comparison, it is necessary to open up targeted access to Scale for growth companies by deleting without replacement the requirements for a minimum par value, and in the case of no-par value shares, for the calculated par value. It is true that German legislation does not permit the issue of shares with a minimum par value of one euro (par value share) or, in the case of no-par value shares, with a notional interest in the share capital of less than one euro. However, other jurisdictions do not have such a limit. The deletion is necessary to enable foreign issuers to include their shares in Scale in accordance with the national stock corporation law provisions applicable to them.

c) Amended inclusion prerequisites and follow-up inclusion obligations regarding financial analyses

As of 1 April 2022, issuers of shares and certificates representing shares in Scale must have financial analyses (initial research and research updates) prepared and published by a self-selected Deutsche Börse Capital Market Partner. The preparation of research reports by a Deutsche Börse Capital Market Partner commissioned by DBAG, which was provided for in the past, will thus no longer apply.

Amended inclusion prerequisites and amended ongoing follow-up inclusion obligations and amended listing fee:

As of 1 April 2022, a prerequisite for inclusion in Scale is that the issuer submits the fully completed and signed Annex 5 (confirmation regarding financial analyses - § 17 Paragraph 1 f) GTC DBAG). Within the scope of the follow-up inclusion obligations, the issuer must then publish the Initial Research Report on its website no later than six weeks after inclusion, in accordance with § 21 Paragraph 1 c) GTC DBAG. All subsequent research updates must be published by the issuer no later than two weeks after expiry of the transmission deadline for the annual financial statements or the half-yearly financial statements. The issuer must keep the financial analyses published on its website for at least 24 months. 

In case of intentional violation of the publication obligation regarding the financial analyses, DBAG may impose a contractual penalty of up to EUR 25,000 (§ 23 Paragraph 2, 4th line GTC DBAG). The listing fee in Scale per calendar quarter will be reduced from EUR 5,000 to EUR 3,250.

One-time follow-up inclusion obligations in 2022 - please note the applicable deadline in each case:

Issuers whose shares or certificates representing shares are already included in Scale before 1 April 2022 must inform DBAG which Capital Market Partner they will commission to prepare the financial analyses in the future. For this purpose, the fully completed and signed Annex 5 (confirmation regarding financial analyses) must be submitted by the issuer to DBAG, e-mail: rule-enforcement@deutsche-boerse.com before the end of 30 June 2022. In addition, issuers whose financial year ended before 31 December 2021 must publish their financial analysis (initial research or research update) once at the latest before the end of 14 July 2022.

An overview of Deutsche Börse Capital Market Partners for the preparation of financial analyses is available on the internet at www.deutsche-boerse-cash-market.com in the section Deutsche Börse Capital Market Partners.

d) Increase in selected maximum contractual penalty amounts

The maximum possible contractual penalties for violations of obligations relating to the 

• annual financial statement and management report and
• half-yearly financial statement and interim management report 

in the Basic Board (§ 29 Paragraph 2, 1st and 2nd line GTC DBAG) and in Scale (§ 23 Paragraph 2, 1st and 2nd line GTC DBAG) have been increased. The increase serves to further improve the enforcement and safeguarding of the transparency provisions in the Regulated Unofficial Market of the Frankfurt Stock Exchange. In the Regulated Market, the legislator had already made a corresponding increase in the regulatory fine framework in 2018, cf. § 22 Paragraph 2 Clause 2 of the German Stock Exchange Act (BörsG).

e) Editorial adjustments

Various editorial changes have been made, in particular references have been updated.

Further information