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IMPORTANT DISCLOSURES FOR U.S. PERSONS  \nThis research report was prepared by [INSERT NAME OF FOREIGN BROKER-DEALER], a company authorized to engage in securities activities in [INSERT JURISDICTION] . [FOREIGN BROKER-DEALER] is not a registered broker-dealer in the United States and, therefore, is not subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. This research report is provided for distribution to “major U.S. institutional investors” and other “U.S. institutional investors” in reliance on the exemption from registration provided by Rule 15a-6 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) .  \nAny U.S. recipient of this research report wishing to effect any transaction to buy or sell securities or related financial instruments based on the information provided in this research report should do so only through [INSERT NAME AND CONTACT DETAILS OF U.S. REGISTERED BROKER-DEALER], a registered broker-dealer in the United States. Under no circumstances should any U.S. recipient of this research report effect any transaction to buy or sell securities or related financial instruments through [FOREIGN BROKER-DEALER] .  \n[U.S. REGISTERED BROKER-DEALER] accepts responsibility for the contents of this research report, subject to the terms set out below, to the extent that it is delivered to a U.S. person other than a major U.S. institutional investor.  \nThe analyst whose name appears in this research report is not registered or qualified as a research analyst with the Financial Industry Regulatory Authority (“FINRA”) and may not be an associated person of [U.S. REGISTERED BROKER-DEALER] and, therefore, may not be subject to applicable restrictions under FINRA Rules on communications with a subject company, public appearances and trading securities held by a research analyst account.  \nA. Analyst Certification/Regulation AC  \nThe analyst and associate certify that the views expressed in this research report accurately reflect their personal views about the subject securities or issuers.  \nAND  \nThe analyst and associate certify that no part of their compensation was, is, or will be directly or indirectly related to the specific recommendations or views expressed in this research report.  \nOR  \nKathy H. Rocklen Benjamin J. Catalano  \n212.969.3755—[krocklen@proskauer.com](krocklen@proskauer.com) 212.969.3980—[bcatalano@proskauer.com](bcatalano@proskauer.com)  \n[Include a statement attesting that part or all of the research analyst’s compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed by the research analyst in the research report, identifying the source, amount, and purpose of such compensation, and disclosing that the compensation could influence the recommendations or views expressed in the research report.]  \nB. Ownership and Material Conflicts of Interest [INCLUDE AS APPLICABLE]  \n[U.S. REGISTERED BROKER-DEALER] or its affiliates beneficially own 1% or more of the common equity securities of [INSERT SUBJECT COMPANY] .1  \n[U.S. REGISTERED BROKER-DEALER], its affiliates and/or their respective officers, directors or employees may have interests, or long or short positions, and may at any time make purchases or sales as a principal or agent of the securities referred to herein.  \n[Disclose any other material conflict of interest of the U.S. registered broker-dealer or its affiliates or of the foreign broker-dealer or other entity that prepared the research report or of the research analyst that the U.S. registered broker-dealer knows or has reason to know at the time of the report’s publication or distribution.]  \nC. Compensation and Investment Banking","cbCainNKhKjYp4q3","https://ap.wps.com/l/cbCainNKhKjYp4q3","pdf",39181,"English","# Mandatory Disclosures (as applicable)\n## I. Important Disclosures for U.S. Persons\n### A. Analyst Certification/Regulation AC\n### B. Ownership and Material Conflicts of Interest\n### C. Compensation and Investment Banking Activities\n### D. Market Making","[{\"question\":\"Why does the template state that the foreign broker-dealer is not registered in the United States?\",\"answer\":\"It clarifies that the foreign broker-dealer is authorized in its jurisdiction but is not a U.S. registered broker-dealer, so U.S. rules on research report preparation and analyst independence do not apply in the same way.\"},{\"question\":\"How must a U.S. recipient execute trades based on the research report?\",\"answer\":\"The template instructs that any transaction to buy or sell securities based on the report must be effected only through a U.S. registered broker-dealer listed in the disclosure placeholders, and not through the foreign broker-dealer.\"},{\"question\":\"What certifications and compensation-related disclosures are required from the analyst?\",\"answer\":\"The template requires attestations that the views expressed accurately reflect the analyst’s personal views and that compensation was not (and will not be) directly or indirectly related to specific recommendations or views, with a placeholder for an alternative compensation-related statement if applicable.\"}]","Broker-Dealer Concepts - Mandatory Disclosures for U.S. Persons | PDF",1789264875]