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In which language should a prospectus be drawn up that will be approved by the AFM and/or will be published in connection with an offer of securities to the public in the Netherlands and/or the admission to trading of securities on a regulated market in the Netherlands?

A prospectus must comply with the language requirements applicable in the member state of the European Union where the offer or admission to trading takes places.

For an offer to the public or admission to trading in the Netherlands, the prospectus must be drawn up in either Dutch or English. Please note that the language requirements apply to the entire prospectus, including any documents incorporated by reference.

Approval by the AFM
A prospectus drawn up for an offer to the public or admission to trading in a member state of the European Union other than the Netherlands that will be approved by the AFM must be drawn up in Dutch or in English. De AFM does not approve prospectuses drawn up in any other languages. The prospectus must also comply with the language requirements of the member state of the European Union where the offer or admission to trading will take place. If the issuer wishes or is required to make the prospectus available in a language other than the language in which the approved prospectus is drawn up, then the issuer must use a translated version of the approved prospectus in that member state. The AFM will passport the original approved prospectus together with the translated version of such prospectus to the relevant competent authority. Please note that the entire prospectus, i.e. including all documents incorporated by reference must be translated. The issuer itself is responsible for a correct translation of the prospectus. The AFM does not review the translation.

Approval by the competent authority of another EU member state
There are situations in which a prospectus drawn up for an offer or admission to trading in the Netherlands will be approved by the competent authority of another EU-member state. In such cases, the prospectus must comply with the language requirements in the Netherlands, i.e. the prospectus must be drawn up in either Dutch or English. However, if the original version of the approved prospectus  is drawn up in a language other than Dutch or English, then the entire prospectus (including all documents incorporated by reference) must be translated into Dutch or English. The approved prospectus together with the translation(s) must be passported by the relevant competent authority to the AFM. The issuer itself is responsible for a correct translation of the prospectus. The AFM does not review the translation.

An overview of the language requirements applicable in the member states of the European Union can be found in the document  ‘Overview of language requirements for the vetting of prospectus across the EU and a summary of CESR Members requirements regarding the translation of the Summary Prospectus’ published on the European Securities and Markets Authority (ESMA) website (formerly known as CESR) (www.esma.europa.eu).



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