Commission Regulation (EC) No 1287/2006 of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards record-keeping obligations for investment firms, transaction reporting, market transparency, admission of financial instruments to trading, and defined terms for the purposes of that Directive (Text with EEA relevance)

• (a) the distribution of those shares to the public;

• (b) such historical financial information, information about the issuer, and information providing a business overview as is required to be prepared under Directive 2003/71/EC, or is or will be otherwise publicly available.

• (a) the terms of the security are clear and unambiguous and allow for a correlation between the price of the security and the price or other value measure of the underlying;

• (b) the price or other value measure of the underlying is reliable and publicly available;

• (c) there is sufficient information publicly available of a kind needed to value the security;

• (d) the arrangements for determining the settlement price of the security ensure that this price properly reflects the price or other value measure of the underlying;

• (e) where the settlement of the security requires or provides for the possibility of the delivery of an underlying security or asset rather than cash settlement, there are adequate settlement and delivery procedures for that underlying as well as adequate arrangements to obtain relevant information about that underlying.

Article 36

(Article 40(1) of Directive 2004/39/EC)

Units in collective investment undertakings

• (a) the distribution of those units to the public;

• (b) whether there are appropriate market-making arrangements, or whether the management company of the scheme provides appropriate alternative arrangements for investors to redeem the units;

• (c) whether the value of the units is made sufficiently transparent to investors by means of the periodic publication of the net asset value.

• (a) the distribution of those units to the public;

• (b) whether the value of the units is made sufficiently transparent to investors, either by publication of information on the fund's investment strategy or by the periodic publication of net asset value.

Article 37

(Article 40(1) and (2) of Directive 2004/39/EC)

Derivatives

• (a) the terms of the contract establishing the financial instrument must be clear and unambiguous, and enable a correlation between the price of the financial instrument and the price or other value measure of the underlying;

• (b) the price or other value measure of the underlying must be reliable and publicly available;

• (c) sufficient information of a kind needed to value the derivative must be publicly available;

• (d) the arrangements for determining the settlement price of the contract must be such that the price properly reflects the price or other value measure of the underlying;

• (e) where the settlement of the derivative requires or provides for the possibility of the delivery of an underlying security or asset rather than cash settlement, there must be adequate arrangements to enable market participants to obtain relevant information about that underlying as well as adequate settlement and delivery procedures for the underlying.

• (a) the contract establishing that instrument must be likely to provide a means of disclosing to the market, or enabling the market to assess, the price or other value measure of the underlying, where the price or value measure is not otherwise publicly available;

• (b) the regulated market must ensure that appropriate supervisory arrangements are in place to monitor trading and settlement in such financial instruments;

• (c) the regulated market must ensure that settlement and delivery, whether physical delivery or by cash settlement, can be effected in accordance with the contract terms and conditions of those financial instruments.

CHAPTER VI DERIVATIVE FINANCIAL INSTRUMENTS

Article 38

(Article 4(1)(2) of Directive 2004/39/EC)

Characteristics of other derivative financial instruments

• (a) it meets one of the following sets of criteria:

• (i) it is traded on a third country trading facility that performs a similar function to a regulated market or an MTF;

• (ii) it is expressly stated to be traded on, or is subject to the rules of, a regulated market, an MTF or such a third country trading facility;

• (iii) it is expressly stated to be equivalent to a contract traded on a regulated market, MTF or such a third country trading facility;

• (b) it is cleared by a clearing house or other entity carrying out the same functions as a central counterparty, or there are arrangements for the payment or provision of margin in relation to the contract;

• (c) it is standardised so that, in particular, the price, the lot, the delivery date or other terms are determined principally by reference to regularly published prices, standard lots or standard delivery dates.

• (a) two trading days;

• (b) the period generally accepted in the market for that commodity, asset or right as the standard delivery period.

However, a contract is not a spot contract if, irrespective of its explicit terms, there is an understanding between the parties to the contract that delivery of the underlying is to be postponed and not to be performed within the period mentioned in the first subparagraph.

• (a) that contract is settled in cash or may be settled in cash at the option of one or more of the parties, otherwise than by reason of a default or other termination event;

• (b) that contract is traded on a regulated market or an MTF;

• (c) the conditions laid down in paragraph 1 are satisfied in relation to that contract.

Article 39

(Article 4(1)(2) of Directive 2004/39/EC)

Derivatives within Section C(10) of Annex I to Directive 2004/39/EC

In addition to derivative contracts of a kind referred to in Section C(10) of Annex I to Directive 2004/39/EC, a derivative contract relating to any of the following shall fall within that Section if it meets the criteria set out in that Section and in Article 38(3):

• (a) telecommunications bandwidth;

• (b) commodity storage capacity;

• (c) transmission or transportation capacity relating to commodities, whether cable, pipeline or other means;

• (d) an allowance, credit, permit, right or similar asset which is directly linked to the supply, distribution or consumption of energy derived from renewable resources;

• (e) a geological, environmental or other physical variable;

• (f) any other asset or right of a fungible nature, other than a right to receive a service, that is capable of being transferred;

• (g) an index or measure related to the price or value of, or volume of transactions in any asset, right, service or obligation.

CHAPTER VII FINAL PROVISIONS

Article 40

Re-examinations

The Commission shall report to the European Parliament and to the Council at the same time that it makes its reports under Article 65(3)(a) and (d) of Directive 2004/39/EC.

Article 41

Entry into force

This Regulation shall enter into force on the 20th day following its publication in the Official Journal of the European Union.

This Regulation shall apply from 1 November 2007, except Article 11 and Article 34(5) and (6), which shall apply from 1 June 2007.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

Done at Brussels, 10 August 2006.

For the Commission

Charlie McCREEVY

Member of the Commission

ANNEX I

Table 1

List of fields for reporting purposes

Table 2

Further details for use of competent authorities

ANNEX II

Table 1

Information to be made public in accordance with Article 17

Table 2

Orders large in scale compared with normal market size

Table 3

Standard market sizes

Table 4

Deferred publication thresholds and delays

The table below shows, for each permitted delay for publication and each class of shares in terms of average daily turnover (ADT), the minimum qualifying size of transaction that will qualify for that delay in respect of a share of that type.