01/2026: Amendment of the General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market on Frankfurter Wertpapierbörse

1.   Introduction

With this circular, we inform you about amendments to the General Terms and Conditions of Deutsche Börse AG for the Open Market on the Frankfurt Stock Exchange (GTC DBAG). These arise in particular from the entry into force of the „Gesetz zur Förderung privater Investitionen und des Finanzstandorts“ („Standortfördergesetz“), the EU Listing Act, the further development of the segments, and clarifications in the wording of the GTC DBAG.

The amendments in particular concern the inclusion of non-equity securities in the Quotation Board, the inclusion and termination of shares or certificates representing shares in Scale, and the inclusion of bonds in Scale. In addition, editorial adjustments have been made.

The amended GTC DBAG will take effect as of 12 June 2026.

2.   Required actions

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 (§ 44 Paragraph 1 sentence 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 (§ 44 Paragraph 2 sentence 1 of the GTC DBAG). The right to termination for good cause remains unaffected (§ 44 Paragraph 2 sentence 2 of the GTC DBAG).

3.   Details of the amendments

A.  Inclusions of non-equity securities in the Quotation Board

a) Newly inserted: § 8 para. 6 sentence 2 – General requirements for the application for inclusion

The period for the deemed withdrawal for an application for inclusion for non-equity securities in the Quotation Board under § 8 para. 6 will be shortened from six months to one month after submission of the application for inclusion.

This will apply to all newly submitted applications for the inclusion of non-equity securities in the Quotation Board from the date on which the GTC DBAG take effect. The transitional provision will be regulated in § 45 para. 1.

b) Deletion of § 9a Special requirements for the application for inclusion of securities in the Quotation Board

The provision merely describes the technical procedural workflow relating to the (upstream) allocation process and has therefore been transferred to the eListing user manual. The manual governs the scope and functionalities of the electronic application system eListing.

No changes have been made to the process and procedure itself. The accordingly updated eListing user manual will be made available to applicants within eListing.

c) Newly inserted: § 11 para. 1 lit. c) sentence 2 and amendment of § 11 para. 3 – Additional requirements for inclusion of non-equity securities

In § 11 para. 1 lit. c), new sentences 2 and 3 have been inserted. In addition, § 11 para. 3 has been amended.

The amendments concern unwritten inclusion requirements that applicants had already been required to provide in accordance with established practice.

§ 11 para. 1 lit. c) clarifies that, in addition to the so-called “Issuer Data Form”, an opening balance sheet or the most recent audited annual financial statements, as well as the terms and conditions of the securities, must also be provided.

In addition, applicants will in the future be able to submit an approved securities information sheet instead of the “Issuer Data Form” in order to have non-equity securities listed on the Quotation Board.

§ 11 para. 3 specifies for fund shares, an overview of the composition of the fund to be included must be submitted.

B.  Inclusion of shares in Scale

a) The requirement regarding expected market capitalization in Scale pursuant to § 17 para. 1 lit. d) old version has been deleted

The requirement for inclusion in Scale based on an estimated market value of EUR 30 million has been waived.

This is intended to increase permeability between the regulated market and the SME growth market Scale, and to open the door to Scale for companies with a market capitalization below this threshold.

b) Amendment of the free-float requirement in Scale pursuant to § 17 para. 1 lit. d) new version

The free-float requirements, including exemptions, have been amended and aligned with the provision applicable in the Regulated Market pursuant to § 9 BörsZulV.

This adjustment is intended to standardize the requirements for accessing the capital market in Frankfurt across all segments.

c) Contract between the Capital Market Partner and Scale issuers pursuant to § 17 para. 3 lit. a) in conjunction with Annex 1

The minimum requirements for the contract in Annex 1 between the Capital Market Partner and the Scale issuer have been adjusted.

In deviation from the previous rule (under which a Capital Market Partner had to be retained for the entire period of inclusion), the contract between the Capital Market Partner and the Scale issuer will in the future be mandatory only from the time of inclusion and for the first two full calendar years thereafter.

The aim of this adjustment is to reduce costs and barriers to entry for issuers.

d) Appointment of an authorized recipient for issuers domiciled abroad pursuant to § 17 para. 3 lit. j)

The provision on the appointment of an authorized recipient for issuers domiciled abroad has been amended.

Scale issuers domiciled abroad may in the future appoint an authorized recipient in Germany who is not simultaneously the supervising Capital Market Partner. This adjustment takes into account the fact that a Capital Market Partner no longer needs to be retained on a permanent basis.

e) Newly introduced: § 18 Simplified inclusion requirements for shares and share certificates admitted to trading on a regulated market (downlisting) in conjunction with Appendix 2b

For the reasons of simplification, the new inclusion document set forth in Annex 2b provides that information regarding the issuer’s financial position and future prospects shall be incorporated into the inclusion document by reference to the financial statements and management reports to be submitted pursuant to § 17 para. 3 lit. c) and § 17 para. 3 lit. d) respectively. In addition, any significant changes in the issuer’s financial position that have occurred since the publication of the most recent financial statements must be disclosed.

f) Preparation of financial analyses (research updates) pursuant to § 21 para. 1 lit. c)

The preparation of financial analyses (research updates) is now mandatory only until the end of the second full calendar year following the inclusion; Appendix 5 has been amended accordingly. Thereafter, the issuer may decide whether to continue having financial analyses prepared on a voluntary basis.

This adjustment reflects the revision of the MiFID II unbundling requirements by the EU legislator, meaning there is no longer any objective reason for issuers to receive ongoing research support.

g) Adjustment of issuers’ termination right in Scale pursuant to § 27 para. 2a

§ 27 para. 2a has been newly inserted.

As a result of the “Standortfördergesetz” the issuers’ right to terminate was adjusted. The provisions of § 48a para 1b of the Stock Exchange Act (BörsG) were incorporated into the DBAG Terms and Conditions.

The previous termination provisions for Scale issuers (§ 27 para. 1 and 2 and § 30 para 1 sentence 2) were also adjusted accordingly to ensure consistent implementation of the legislative intent.

h) Identification of multiple-voting share structures of issuers in the Open Market

As part of the listing on Scale, the issuer must in future disclose in the listing document and in Appendix 4, “Brief Company Profile”, whether there are any shares with multiple voting rights. This requirement stems from the statutory transparency requirements regarding multiple voting rights structures in the SME Growth Market.

C.  Inclusion of bonds in Scale

Due to low demand for the inclusion of bonds in Scale and in the Basic Board, the offering for bonds in these segments will be discontinued.

In this context, § 19 (inclusion requirements for bonds) and § 22 (post-inclusion obligations for bonds) have been deleted. Further bond-related provisions in the GTC DBAG have been adjusted accordingly.

D.  Editorial adjustments

In addition, editorial changes were made, in particular updates to cross-references and links, as well as clarifications in the wording.
 

Attachment:

• General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market (Freiverkehr) on the Frankfurter Wertpapierbörse – Overview of Amendments

Further information