Pursuant to Sect. 53 of the Exchange Rules for the Frankfurter Wertpapierbörse (BörsO FWB), all issuers in Prime Standard have to prepare in the German and English language a Quarterly Statement for the first and third quarter of each financial year as of the respective reporting deadlines (= the end of the respective reporting period) and to transmit this Statement to the Stock Exchange Management Board. Instead of the Quarterly Statement, issuers in Prime Standard may choose to voluntarily prepare and transmit a Quarterly Financial Report in compliance with Sect. 50 BörsO FWB.

For issuers in Prime Standard, the BörsO FWB provides for compulsory quarterly reporting. However, for issuers in the Regulated Market, General Standard, the obligation to issue “Interim Management Statements“ pursuant to the German Securities Trading Act (WpHG), was abolished in November 2015.

Sect. 53 BörsO FWB contains requirements regarding contents, language, time limits as well as publication arrangements of the Quarterly Statement or the Quarterly Financial Report, respectively. The Frankfurter Wertpapierbörse (Frankfurt Stock Exchange) is responsible for interpretation and monitoring of this provision.

The Quarterly Statement shall contain information on the respective period covered by the Statement which enable an assessment on how the issuer’s business activities have developed in the respective period covered by the Statement. Moreover, any material changes in the forecasts and other statements made in relation to the issuer’s expected development for the current financial year have to be reported. Overall, the Quarterly Statement has to consist of the following: 

• an explanation of the material events and transactions of the issuer’s company within the period covered by the Statement and their impact on the issuer’s financial position as well as
• a description of the issuer’s financial position and performance within the period covered by the Statement;
• in addition, a report on material forecasts and other statements on the expected development of the issuer for the current financial year in case of material changes compared to those forecasts and other statements contained in the issuer’s last (group) Management Report or its last Interim Management Report, respectively (briefly “Change in Forecasts-Report“).

As regards contents, the Quarterly Statement pursuant to Sect. 53 BörsO FWB therefore is geared to the former, aforementioned “Interim Management Statement” (pursuant to Sect. 116 WpHG as amended by the act of 05 January 2007, BGBl. I S. 10 (German Official Gazette Vol. I, P. 10), WpHG a.F.) in the Regulated Market, General Standard, supplemented with the “Change in Forecasts-Report“ described above. Thus, unless the following explanations demand otherwise, literature covering the components of the “Interim Management Report” pursuant to Sect. 37 x WpHG a.F. basically may be consulted as an interpretation aid for the contents of the Quarterly Statement pursuant to Sect. 53 Abs. 2 BörsO FWB. Also, the German Accounting Standard No. 16 of 25 November 2012 (DRS 16 (2012)), items 64 to 69, may be resorted to in this connection; however, issuers in Prime Standard are not under the obligation to employ the DRS 16 (2012) in the context of Sect. 53 BörsO FWB.

Explanation of material events and transactions etc. as well as description of the financial situation and performance

The Quarterly Statement serves the purpose of giving a review of the issuer’s performance during the respective period covered by the Statement and shall follow up directly on the information provided in the Annual Financial Report and the Half-yearly Financial Report.

A merely narrative report is sufficient. In contrast to the Quarterly Financial Report, the Quarterly Statement does not have to include any figures, above all, neither a balance sheet, nor a profit and loss account is required. However, if issuers wish to provide voluntary quantitative financial information in the course of the Quarterly Statement, they are permitted to do so. There are no further requirements regarding the description of the financial position and the financial performance. However, to allow investors an effective assessment of the information provided, issuers should care for an adequate comparability of the Quarterly Statement with information provided in previous Quarterly Statements or other periodic financial information.

”Material events and transactions“, in any case, are incidents resulting in the disclosure of inside information pursuant to Sect. 26 WpHG or similar legal provisions. Examples for material events may be taken form the German Accounting Standard No. 16. (DRS 16 2012)), item 66 with reference to item 41; there is, however, no obligation to employ DRS 16 (2012) in the context of Sect. 53 BörsO FWB. At any rate, the issuer itself shall decide on the material nature of the events and transactions.

Even if neither any material events have occurred, nor any material transactions have been concluded in the issuer’s company during the respective period covered by the Statement, the issuer is still obligated to prepare and transmit a Quarterly Statement. In such a case, the Quarterly Statement has to include at minimum a general description of the company’s financial position and performance for the respective period covered by the Statement as well as the “Change in Forecasts-Report“, if applicable (see section below).

”Change in Forecasts-Report“

A “Change in Forecasts-Report“ has to be provided in the Quarterly Statement only if the availability of new knowledge leads the issuer to conclude that material forecasts and other statements made in its last (group) Management Report or its last Interim Management Report have materially changed in relation to the expected development of the issuer for the current financial year. Therefore, an obligation to report on these forecasts exists only in case of:

• material changes of
• material forecasts etc. and
• the availability of new knowledge of the issuer.

Both the question if there is a material change as well as the question which forecasts are material for an assessment of the expected development of the issuer have to be decided upon by the issuer itself. “Availability of new knowledge” means information accessible to the issuer even without additional investigation.

If the aforementioned requirements are met, a “Change in Forecasts-Report” has to be provided in the Quarterly Statement at any rate. This applies also in case these changes have already been disclosed by other means, e. g. in ad hoc disclosures.

In such a case, it is necessary and sufficient in the “Change of Forecasts-Report“ to report on the fact that previously released forecasts have undergone material change and, thus, are no longer valid. The change in the forecasts itself (e. g. amount or direction of the individual change) does not have to be explained or quantified.

If the issuer has not got any new knowledge on material changes of material forecasts and other statements in relation to the issuer’s expected development for the current financial year, the Quarterly Statement does not have to include any indication on this.

Period covered by the Statement

For the Quarterly Statement as of the first quarter’s reporting deadline, the period covered by the Statement includes always three months (for instance, if the financial year corresponds to the calendar year: 01 January to 31 March).

For the Quarterly Statement as of the third quarter’s reporting deadline, the period covered by the Statement optionally may include either three or nine months. Issuers therefore can decide whether the Quarterly Statement as a whole or individual information contained in that Quarterly Statement shall refer to either a period from the beginning of the half-year up to the respective reporting deadline (in the example above: 01 July to 30 September) or to a period from the beginning of the financial year up to the respective reporting deadline (in the example above: 01 January to 30 September).

Group Quarterly Statement

If the issuer is under the obligation to prepare consolidated Financial Statements, the information in the Quarterly Statements have to refer to the parent company and the entirety of subsidiaries to be incorporated. In these cases, there is no need for the additional transmission of a separate Quarterly Statement for the parent company in compliance with the requirements pursuant to the BörsO FWB.

Therefore issuers, who have to prepare consolidated Financial Statements in the context of their Annual Financial Report and their Half-yearly Financial Report, also have to prepare and transmit a group Quarterly Statement in the context of their quarterly reporting.

You can find further information on this subject under “Frequently asked questions“.

Audit or Audit Review

An audit or audit review of the Quarterly Statement is neither required, nor provided for.

The Quarterly Statement has to be transmitted electronically to the Stock Exchange Management Board. For electronic transmission the Exchange Reporting System-interface (ERS) has to be applied. The issuers may either get themselves connected to this interface or may employ a service provider with connection to the ERS in order to transmit their Statement.

The Quarterly Statement transmitted via the interface will be published subsequently on the company website of Deutsche Börse AG, www.boerse-frankfurt.de (under the respective issuer’s name / Company Details / Recent Report / Company Reports), and thus provided to the interested investing public in a timely and easily accessible manner.

The electronic transmission does not have to be performed on the same day as other publications take place, like the report’s publication on the company website, for example. The only important fact is that transmission is performed prior to expiration of the time limits determined in the BörsO FWB.

As a rule, issuers of the Prime Standard have to prepare their Quarterly Statement in both German and English and to transmit such Statement in electronic form.

Issuers situated outside of Germany may prepare and transmit their Quarterly Statement exclusively in English without the need of specific permission procedure.

Start and end of reporting requirements

From the moment of admission to the sub segment of the Regulated Market with additional obligations arising from admission (Prime Standard), the issuer has to comply with all follow-up obligations of the Prime Standard pursuant to the regulations of BörsO FWB.

Regarding the obligations pursuant to Sects. 51, 52 and 53 BörsO FWB (briefly: reporting requirements) this exactly means the following: Already those Financial Reports and Quarterly Statements covering the reporting period (called “period covered by the Statement” in the context of Sect. 53 BörsO FWB) and/or preparation period in the course of which the admission is granted, have to be transmitted to the Stock Exchange Management Board via ERS.

Example:

The admission of stock of the X-AG to the Regulated Market with additional obligations arising from admission (Prime Standard) is granted on 03 February. The financial year of the X-AG corresponds to the calendar year.

Therefore, the admission takes place within the preparation period (01 January to 30 April) of the Annual Financial Report (covering the previous financial year), within the period covered by the Statement (01 January to 31 March) of the first Quarterly Statement and within the reporting period (01 January to 30 June) of the Half-yearly Financial Report.

Thus the reporting requirements have occurred in regard to both Financial Reports as well as the Quarterly Statement. The first transmission obligation after the admission concerns the aforementioned Annual Financial Report. The time limit for transmission of this report expires on 30 April at the end of day.

Already in the course of submitting the application for admission to the sub segment of the Regulated Market with additional obligations arising from admission (Prime Standard) the start of the reporting requirements has to be identified diligently in order to secure that the first Financial Report or the first Quarterly Statement will be transmitted in due time.

In case the issuer withdraws from the Prime Standard due to a revocation of the admission, the reporting requirements will end no sooner than the revocation of admission to the Regulated Market (Prime Standard) becomes legally valid.

Example:

The revocation order concerning the admission of the stock of X-AG to the Regulated Market with additional obligations arising from admission (Prime Standard) becomes legally valid on 03 July at the end of day. The financial year of X-AG corresponds to the calendar year.

Therefore, the revocation becomes legally valid only after the end of the preparation period (01 January to 30 April) of the Annual Financial Report (covering the previous financial year) and the preparation period of the first Quarterly Statement (01 April to 31 May). As a result, both the Annual Financial Report as well as the first Quarterly Statement have to be transmitted.

As the revocation order becomes legally valid during the preparation period for the Half-yearly Financial Report (01 July to 30 September), the reporting requirements for this report initially occur on 01 July; however, upon the revocation order’s legal validity at the end of day on 03 July, the reporting requirements do not apply any longer. Thus, the Half-yearly Financial Report does not have to be transmitted anymore.

Regarding the end of the report requirements, it makes no difference whether the revocation was initiated upon application by the issuer or performed ex officio.

Duration of time limit for transmission

The Quarterly Statement has to be transmitted electronically to the Stock Exchange Management Board within two months after the end of the respective reporting period. A prolongation of the time limit above may not be requested.

The expiration of time limit is calculated pursuant to the provisions of Sect. 31 Paragraph 1 of the Administrative Procedures Act of Hessia (HVwVfG) in conjunction with Sect. 187 Paragraph 1, Sect. 188 Paragraph 2 and Sect. 193 of the German Civil Code (BGB). If the day the time limit ends is a Saturday, Sunday or a public holiday, the time limit will end on the next working day instead.

If a Quarterly Financial Report corresponding to certain requirements of the WpHG is prepared and transmitted with the Half-yearly Financial Report, the obligation to prepare a Quarterly Statement does not apply.

So, as before the issuers by choice may prepare Quarterly Financial Reports instead of Quarterly Statements. This allows issuers to maintain their established reporting procedures, if they wish to do so, or to consider possible expectations their investors may have in this regard.

Components of the Quarterly Financial Report

The issuers’ obligation to prepare a Quarterly Statement pursuant to Sect. 53 Paragraph 6 BörsO FWB only becomes inapplicable on the condition that a Quarterly Financial Report pursuant to the requirements of Sect. 115 Paragraph 2 Nos. 1 and 2 and Paragraphs 3 and 4 WpHG or, in case of group accounting requirements, pursuant in analogy to Sect. 117 No. 2 WpHG is prepared. Pursuant to these provisions, the minimum contents of the report are these:

• the condensed Financial Statements and
• the Interim Management Report.

For the purpose of clear communication to the capital market, careful attention has to be paid to the use of the term “Quarterly Financial Report“ exclusively for those reports which meet the aforementioned requirements.

Reporting period, language, way of the electronic transmission, time limits

Moreover, in such a case the provisions set in forth in Sect. 53 Paragraphs 1, 4 and 5 BörsO FWB shall apply, which means that especially the aforementioned requirements on the quarters‘ respective reporting deadlines, the language, the way of electronic transmission and the time limits for transmission shall apply to the Quarterly Financial Report accordingly.

Audit or audit review

Sect. 53 BörsO FWB does not include any provisions on the audit or audit review of a Quarterly Financial Report.

Please be advised, however, that Sect. 115 Paragraph 7 WpHG makes such arrangements in case of a Quarterly Financial Report. Therefore, Sect. 115 Paragraph 5 WpHG shall apply accordingly for the audit or audit review, if a company prepares and publishes during the fiscal year additional financial information pursuant to the requirements of Sect. 115 Paragraph 2 Nos. 1 and 2, Paragraphs 3 and 4. The competent agency for the interpretation and monitoring of the provisions set forth in the WpHG is the German Federal Financial Supervisory Authority (BaFin).

If certificates representing stock are admitted, the obligations arising from Sect. 53 BörsO FWB are borne by the issuer of the represented stock. The Quarterly Statement of the issuer of the certificates representing such stock, however, does not have to be published according to the requirements of Sect. 53 BörsO FWB.

Do issuers in the Prime Standard who choose the Quarterly Financial Report to meet their obligations according to Sect. 53 BörsO FWB, have to transmit their (condensed) individual or consolidated Financial Statements?

If the issuer has to prepare consolidated Financial Statements, the requirement set forth in the BörsO FWB is adequately met by exclusively transmitting the condensed consolidated Statements accompanied by the other components of the Quarterly Financial Report. In these cases, the “individual Quarterly Financial Report” does not need to be transmitted for meeting the obligations of the BörsO FWB.

Only the issuer is in the position to assess whether they are under the obligation to prepare consolidated Financial Statements; by no means, this assessment can be made by FWB. The same applies to the question if and, if so, from what date on there has been a modification entered into regarding the kind of Statements to be prepared.

The decision whether they are under the obligation to prepare consolidated Financial Statements, is taken by the issuer according to the legal regulations applicable. Therefore, in case of an issuer with registered office in Germany, the question regarding the possible requirement of group accounting is answered pursuant to Sect. 290 et seq. of the German Commercial Code (HGB).

Which accounting principles have to be observed when preparing such Financial Statements in the context of a Quarterly Financial Report?

The condensed Financial Statements have to be prepared in compliance with the same accounting principles as the Annual Financial Statements.

Does the BörsO FWB provide exemption options from the Quarterly Statement preparation requirements pursuant to Sect. 53 BörsO FWB?

Pursuant to Sect. 53 Paragraph 7 BörsO FWB, the Management Board may exempt issuers having their registered office in a state outside the European Union or outside of another member state to the Treaty on the European Economic Area from the obligation to prepare a Quarterly Statement in compliance with the requirements of Sect. 53 BörsO FWB. In any case, an exemption will be granted exclusively if and to the extent that the issuer is subject to or submits to equal regulations of a third country. For the ”Quarterly Statement” or Quarterly Financial Report prepared in compliance with the third country regulations, the explanations regarding language, time limit and kind of transmission apply accordingly.

Does the Frankfurter Wertpapierbörse assist Prime Standard issuers with meeting their time limits relating to the Quarterly Statement pursuant to Sect. 53 BörsO FWB?

Prior to the expiration of respective time limits, FWB will remind Prime Standard issuers of Statements still waiting to be transmitted by means of so-called “reminder mails”. The first reminder mail will be sent about two weeks, a second one about three days prior to the time limit’s expiration. While the first mail is not yet directed to the individual case, the second reminder mail is tailored to the issuer in question and specifically to the Statements still missing.

What are the sanctions resulting from a violation of Sect. 53 BörsO FWB?

A violation of the obligations from Sect. 53 BörsO FWB may be punished by a reprimand or an administrative fine (Sect. 22 Paragraph 2 Clause 2 of the German Exchange Act (BörsG)).

ERS service provider

Rule Enforcement
E-Mail: rule-enforcement@deutsche-boerse.com

• Exchange Rules for the Frankfurter Wertpapierbörse (BörsO FWB, Börsenordnung für die Frankfurter Wertpapierbörse)
• German Securities Trading Act (WpHG, Wertpapierhandelsgesetz)
• German Securities Trading Reporting and Insider List Regulation  (WpAIV, Wertpapierhandelsanzeige- und Insiderverzeichnisverordnung)
• German Federal Financial Supervisory Authority (BaFin,  Bundesanstalt für Finanzdienstleistungsaufsicht)
• Exchange Reporting System-interface (ERS)
• ERS service provider
• www.boerse-frankfurt.de
• Application for the admission of securities to  the sub segment of the Regulated Market with additional obligations arising from admission (Prime Standard)
• Administrative Procedures Act of Hessia (HVwVfG, Hessisches Verwaltungsverfahrensgesetz)
• German Civil Code (BGB, Bürgerliches Gesetzbuch)