Regulatory fine provisions

(1) A person acts unlawfully who, intentionally or recklessly,
1. offers a security contrary to section 4(1), first sentence,
2. publishes a securities information sheet contrary to section 4(2), first sentence,
3. contrary to section 4(8), first sentence,
a) fails to update a particular, fails to update it correctly, fails to update it completely, or fails to do so in time, or
b) fails to transmit an updated version of the securities information sheet, or fails to do so in time,
4. contrary to section 4(8), second sentence, fails to state the date named therein, or fails to state it correctly,
5. contrary to section 4(8), third sentence, or section 5(3), first sentence, fails to publish a securities information sheet, fails to publish it correctly, fails to publish it completely, fails to publish it in the prescribed manner, or fails to do so in time,
6. contrary to section 5(3), second sentence, including in conjunction with section 4(8), fourth sentence, fails to ensure that a securities information sheet is accessible,
7. contrary to section 7(1), fails to ensure that a notice named therein is given,
8. contrary to section 7(2), fails to ensure that advertising is clearly recognisable as such,
9. contrary to section 7(3), fails to ensure that information is neither inaccurate nor misleading, or that it is consistent with information named therein,
10. contrary to section 7(4), fails to ensure that information is consistent with the information contained in the securities information sheet, or
11. contrary to section 7(5), fails to include information in the securities information sheet or in an update, fails to include it correctly, fails to include it completely, or fails to do so in time.
(2) A person acts unlawfully who, intentionally or negligently, contravenes an enforceable order under
1. section 18(2) no. 1, (4), first sentence, nos. 5 or 6, second sentence, no. 2, third sentence, no. 2 or fourth sentence, no. 1, (5), second sentence, no. 2, or (10), first sentence, or
2. section 18(2) no. 2, (4), first sentence, nos. 1 to 3 or 4, second sentence, no. 1, third sentence, no. 1 or fourth sentence, no. 2, or (5), second sentence, no. 1.
(3) A person acts unlawfully who infringes Regulation (EU) 2017/1129, as amended on 23 October 2024, by, intentionally or recklessly,
1. publicly offering a security contrary to Article 3(1),
2. reselling a security to non-qualified investors contrary to Article 5(2),
3. failing to make the final terms available to the public, failing to do so in the prescribed manner, or failing to do so in time, or failing to deposit them with the Bundesanstalt, or failing to do so in time, contrary to Article 8(5), first subparagraph,
4. failing to make the universal registration document or an amendment available to the public, or failing to do so in time, contrary to Article 9(4),
5. failing to deposit an amendment to the universal registration document with the Bundesanstalt, or failing to do so in time, contrary to Article 9(9), second subparagraph, second sentence or third subparagraph,
6. contravening an enforceable order under Article 9(9), fourth subparagraph, first sentence,
7. failing to deposit the universal registration document with the Bundesanstalt, or failing to do so in time, or failing to make it available to the commercial register under section 8b of the Commercial Code, or failing to do so in time, contrary to Article 9(12), third subparagraph, point (b),
8. failing to submit a supplement to the Bundesanstalt for approval, failing to do so correctly, completely, or in time, contrary to Article 10(1), second subparagraph,
9. failing to make the approved registration document available to the public, failing to do so in the prescribed manner, or failing to do so in time, contrary to Article 10(2),
10. failing to ensure the accessibility of information incorporated into the prospectus by reference, contrary to Article 19(2), first sentence,
11. failing to submit information named therein to the Bundesanstalt, failing to do so correctly, completely, in the prescribed manner, or in time, contrary to Article 19(3),
12. publishing a prospectus contrary to Article 20(1),
13. failing to make a prospectus available to the public, failing to do so correctly, completely, in the prescribed manner, or in time, contrary to Article 21(1) or (3), first subparagraph,
14. failing to make available, or failing to do so in time, a document, supplement, final terms or copy of the summary named therein, contrary to Article 21(3), second subparagraph,
15. failing to make available, or failing to do so in time, a free version of the prospectus or a printed version, contrary to Article 21(11), first or second sentence,
16. failing to make a notification, or failing to do so in time, or failing to include information, or failing to do so in time, contrary to Article 22(5),
17. failing to publish a supplement, failing to do so correctly, completely, in the prescribed manner, or in time, contrary to Article 23(1), including in conjunction with Article 8(10), or
18. using a supplement contrary to Article 23(4a).
(4) A person acts unlawfully who, intentionally or recklessly,
1. subsequently resells securities without a prospectus, or finally places them as a financial intermediary, without the conditions for a prospectus-free resale or placement under Article 5(1), first subparagraph, second sentence or second subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024, being satisfied,
2. publishes a prospectus that does not contain, or does not contain in the prescribed manner, the information and particulars required under Article 6 of Regulation (EU) 2017/1129, as amended on 23 October 2024,
3. publishes a prospectus whose summary does not contain, or does not contain in the prescribed manner, the information and warning notices required under Article 7(1) to (8), (10), (11) and (12a), first to third subparagraphs of Regulation (EU) 2017/1129, as amended on 23 October 2024,
4. makes final terms available to the public, whether as part of a base prospectus or of a supplement, that do not specify, or do not specify in the prescribed manner, under Article 8(3) of Regulation (EU) 2017/1129, as amended on 23 October 2024, which of the options contained in the base prospectus, in respect of the particulars required by the corresponding securities note, apply to the individual issue,
5. makes final terms available to the public that do not conform to the requirements as to presentation or layout under Article 8(4), first subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024,
6. makes final terms available to the public, whether as part of a base prospectus or of a supplement, that do not conform to the requirements of Article 8(4), second subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024, by containing particulars not relating to the securities note, or serving as a supplement to the base prospectus,
7. makes final terms available to the public, whether as part of a base prospectus or of a supplement, that do not contain, or do not fully contain, a clear and prominent statement under Article 8(5), second subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024,
8. publishes a summary for the individual issue that does not, under Article 8(9), first subparagraph, first clause of Regulation (EU) 2017/1129, as amended on 23 October 2024, meet the requirements of Article 8 of Regulation (EU) 2017/1129, as amended on 23 October 2024, applicable to final terms,
9. makes final terms available to the public, whether as part of a base prospectus or of a supplement, that are not, under Article 8(9), first subparagraph, second clause of Regulation (EU) 2017/1129, as amended on 23 October 2024, accompanied by the summary for the individual issue,
10. makes final terms available to the public, whether as part of a base prospectus or of a supplement, that are accompanied by a summary for the individual issue that does not meet the requirements named in Article 8(9), second subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024,
11. makes final terms available to the public, whether as part of a base prospectus or of a supplement, that do not, on the first page, contain the warning notice named in Article 8(11), second sentence of Regulation (EU) 2017/1129, as amended on 23 October 2024,
12. publishes a universal registration document without prior approval by the Bundesanstalt, without the conditions under Article 9(2) of Regulation (EU) 2017/1129, as amended on 23 October 2024, for the possibility of deposit without prior approval being satisfied,
13. publishes a prospectus, including using a registration document or a universal registration document as a component of the prospectus, that does not contain, or does not contain in the prescribed manner, the particulars and statements required under Article 11(1) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
14. publishes an EU Follow-on Prospectus without belonging to the persons named in Article 14a(1), first subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024, or publishes an EU Follow-on Prospectus that does not contain, or does not contain in the prescribed manner, the particulars required under Article 14a(2) or (3) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
15. publishes an EU Growth Issuance Prospectus without belonging to the persons named in Article 15a(1), first subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024, or publishes an EU Growth Issuance Prospectus that does not contain, or does not contain in the prescribed manner, the particulars required under Article 15a(2) or (3) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
16. publishes a prospectus that does not present, or does not present in the prescribed manner, the risk factors under Article 16(1) to (3) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
17. publishes a prospectus that does not contain the information to be stated under Article 17(1)(b) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
18. as offeror or applicant for admission, fails to deposit the final issue price or the final issue volume with the Bundesanstalt at the latest by the day of publication, under Article 17(2), first alternative of Regulation (EU) 2017/1129, as amended on 23 October 2024,
19. as offeror, fails to make the final issue price or the final issue volume available to the public, fails to do so correctly, fails to do so in the manner prescribed under Article 17(2), second alternative in conjunction with Article 21(2) of Regulation (EU) 2017/1129, as amended on 23 October 2024, or fails to do so without delay after the final issue price and issue volume have been set,
20. fails to include in the prospectus information and particulars required for a prospectus or its components under Regulation (EU) 2017/1129, as amended on 23 October 2024, without the conditions under Article 18 of Regulation (EU) 2017/1129, as amended on 23 October 2024, for a non-inclusion being satisfied,
21. incorporates into the prospectus, by reference, information that does not meet one of the requirements named in Article 19(1) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
22. as issuer, offeror or applicant for admission, makes available a separate copy of the summary that does not, under Article 21(3), third subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024, clearly state which prospectus it relates to,
23. as issuer, offeror or applicant for admission, provides for a restriction of access, contrary to Article 21(4) of Regulation (EU) 2017/1129, as amended on 23 October 2024, to an approved prospectus,
24. as issuer, offeror or applicant for admission, fails, after its publication under Article 21(7), first subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024, to keep an approved prospectus publicly accessible in electronic form for at least ten years on the websites named in Article 21(2) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
25. as issuer, offeror or applicant for admission, uses hyperlinks for information, supplements and/or final terms incorporated by reference into the prospectus and fails to keep them functional in accordance with Article 21(7), second subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024,
26. makes an approved prospectus available to the public that does not contain, does not fully contain, or does not contain in the prescribed manner, the warning notice as to when the prospectus ceases to be valid, under Article 21(8) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
27. publishes individual documents of a prospectus consisting of several individual documents within the meaning of Article 10 of Regulation (EU) 2017/1129, as amended on 23 October 2024, that do not contain, or do not fully contain, the notice, required under Article 21(9), second sentence of Regulation (EU) 2017/1129, as amended on 23 October 2024, that each of those individual documents is only a part of the prospectus and where the other individual documents may be obtained,
28. makes a prospectus or a supplement available to the public whose text and presentation are not identical to the version approved by the competent authority, contrary to Article 21(10) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
29. refers, in advertising, to a public offer of securities or to an admission to trading on a regulated market without the advertising containing, or fully containing, the notice to be included under Article 22(2) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
30. refers, in advertising, to a public offer of securities or to an admission to trading on a regulated market without making it clearly recognisable as advertising, or without the information it contains meeting the requirements under Article 22(3) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
31. fails to ensure, contrary to Article 22(4) of Regulation (EU) 2017/1129, as amended on 23 October 2024, that information disseminated orally or in writing concerning the public offer of securities or the admission to trading on a regulated market is consistent with the information contained in the prospectus,
32. publishes a supplement that does not state, or does not state in the prescribed manner, the period for the investor's right of withdrawal and the statement under Article 23(2) of Regulation (EU) 2017/1129, as amended on 23 October 2024, including in conjunction with Article 8(10) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
33. as a financial intermediary through whom the securities are acquired or subscribed, or as issuer through whom the securities are directly acquired or subscribed, fails to inform investors, or fails to do so in time, contrary to Article 23(3) of Regulation (EU) 2017/1129, as amended on 23 October 2024,
34. as issuer, offeror or applicant for admission, publishes a supplement to a registration document or a universal registration document used simultaneously as a component of several prospectuses, without naming in the supplement, under Article 23(5) of Regulation (EU) 2017/1129, as amended on 23 October 2024, including in conjunction with Article 8(10) of Regulation (EU) 2017/1129, as amended on 23 October 2024, all the prospectuses it relates to,
35. publicly offers securities only in its home Member State, or applies there only for admission to trading on a regulated market, and for that purpose publishes a prospectus not prepared in a language recognised under section 21 in conjunction with Article 27 of Regulation (EU) 2017/1129, as amended on 23 October 2024,
36. publicly offers securities in one or more Member States other than its home Member State, or applies there for admission to trading on a regulated market, and for that purpose publishes a prospectus not prepared in a language recognised under section 21 in conjunction with Article 27(2), first subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024, or in a language customary in the sphere of international finance,
37. publicly offers securities in more than one Member State, including its home Member State, or applies there for admission to trading on a regulated market, and for that purpose publishes a prospectus not prepared in a language recognised under section 21 in conjunction with Article 27(3), first subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024, or in a language recognised by the competent authorities of each host Member State, or in a language customary in the sphere of international finance,
38. publishes a prospectus prepared in English that does not contain a translation into German of the summary named in Article 7 of Regulation (EU) 2017/1129, as amended on 23 October 2024, or, in the case of an EU Growth Issuance Prospectus, of the special summary under Article 15(2) of Regulation (EU) 2017/1129, as amended on 23 October 2024, or, in the case of a base prospectus, of the summary for the individual issue, or
39. publishes final terms or the summary for the individual issue without complying with the language rules applicable to the final terms and the summary accompanying them under Article 27(4), first subparagraph of Regulation (EU) 2017/1129, as amended on 23 October 2024.
(5) The regulatory offence may, in the cases under paragraph 1 nos. 1 and 2, be punished with a regulatory fine of up to seven hundred thousand euros, in the cases under paragraph 1 no. 3(a) and nos. 4 to 6 and under paragraph 2 no. 1, with a regulatory fine of up to two hundred thousand euros, and in the remaining cases under paragraph 1, with a regulatory fine of up to one hundred thousand euros.
(6) The regulatory offence may, in the cases under paragraph 2 no. 2 and under paragraphs 3 and 4, be punished with a regulatory fine of up to seven hundred thousand euros. Against a legal person or association of persons, a higher regulatory fine may be imposed beyond the first sentence; this may not exceed the higher of five million euros and 3 percent of the total turnover achieved by the legal person or association of persons in the business year preceding the authority's decision. Beyond the amounts named in the first and second sentences, the regulatory offence may be punished with a regulatory fine of up to twice the economic advantage gained from the infringement. The economic advantage comprises profits made and losses avoided, and may be estimated.
(7) Section 120(23), first sentence of the Securities Trading Act applies accordingly to determine the total turnover within the meaning of paragraph 6, second sentence.
(8) Section 17(2) of the Act on Regulatory Offences does not apply to the sanctioning provisions referred to in paragraph 6.
(9) The administrative authority within the meaning of section 36(1) no. 1 of the Act on Regulatory Offences is the Bundesanstalt.