S.I. No. 277/2007 - Transparency (Directive 2004/109/EC) Regulations 2007

• (iii) whose debt securities were admitted to trading in a Member State prior to 1 January 2005.

• (b) Such an issuer need not draw up its annual financial statements in accordance with Regulation 4(4) or its management report in accordance with Regulation 5 (3) if:

• (i) the annual financial statements prepared by issuers from the third country give a true and fair view of the issuer’s assets and liabilities, financial position and results;

• (ii) the third country has not made mandatory the application of accounting standards referred to in Article 2 of Regulation (EC) No.1606/2002 of the European Parliament and of the Council of 19 July 2002; and

• (iii) the Commission has not taken any decision, in accordance with Article 23(4)(ii) of the Directive, as to whether there is an equivalence between IAS and IFRS and:

• (I) the accounting standards laid down in the law, regulations or administrative provisions of the third country; or

• (II) the accounting standards of a third country (not being that referred to in subparagraph (a)(i)) with which such an issuer has elected to comply.

• (6) Prior to financial years starting on or after 1 January 2009, an issuer whose registered office is in a third country may prepare its annual consolidated financial statements and half-yearly consolidated financial statements in accordance with the accounting standards of a third country provided the Bank is satisfied that one of the conditions set out in Article 1 of Commission Decision 2006/891/EC of 4 December 2006 is complied with.

• (7) Notwithstanding paragraph (3) of Regulation 21, a person who holds a percentage of voting rights in respect of which there is a notification requirement under these Regulations shall notify the issuer referred to in that paragraph (3), not later than 2 months after 13th June 2007, of the percentage of voting rights he or she holds at 13th June 2007, unless he or she has already made a notification of that percentage of those voting rights in accordance with Regulation 14(1) before that date.

• (8) Notwithstanding Regulation 21(9), an issuer shall disclose, in accordance with these Regulations, information the subject of a notification referred to in paragraph (7) not later than 3 months after 13th June 2007.

Transitional — construction of certain references.

80.

• (2) The reference in Regulation 18 to portfolio management under point 4 of Section A of Annex 1 to Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 shall be read as including a reference to the service of portfolio management under point 3 of Annex A of Council Directive 93/22/EEC of 10 May 1993.

• (3) References in these Regulations to a regulated market shall be read as including references to a market as defined by point 13 of Article 1 of Council Directive 93/22/EEC of 10 May 1993.

Relationship with Chapter 2 of Part IV of Companies Act 1990.

81.

• (a) an acquisition or disposal of shares which is required to be notified under these Regulations, or

• (b) an acquisition or disposal of shares which, but for an express exemption provided by or under these Regulations (whether the word “exempted” is used or not), would be required to be notified under these Regulations.

GIVEN under my hand,

13 June 2007

Minister of State at the Department of Enterprise, Trade and Employment.

EXPLANATORY NOTE

(This note is not part of the instrument and does not purport to be a legal interpretation)

These regulations along with Part 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 and certain rules which may be made by the competent authority (The Central Bank and Financial Services Authority of Ireland) under regulation 40(3) of the Regulations give effect to Directive 2004/109EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and Commission Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC.