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Supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market
ANNEX 1

ANNEX 1

Item 5.1Principal activitiesItem 5.1.1A description of, and key factors relating to, the nature of the issuer’s operations and its principal activities, stating the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information;Item 5.1.2An indication of any significant new products and/or services that have been introduced and, to the extent the development of new products or services has been publicly disclosed, give the status of their development.Item 5.7InvestmentsItem 5.7.1A description, (including the amount) of the issuer’s material investments for each financial year for the period covered by the historical financial information up to the date of the registration document.Item 5.7.2A description of any material investments of the issuer that are in progress or for which firm commitments have already been made, including the geographic distribution of these investments (home and abroad) and the method of financing (internal or external).Item 5.7.3Information relating to the joint ventures and undertakings in which the issuer holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.Item 5.7.4A description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets.Item 7.1Financial conditionItem 7.1.1

To the extent not covered elsewhere in the registration document and to the extent necessary for an understanding of the issuer’s business as a whole, a fair review of the development and performance of the issuer’s business and of its position for each year and interim period for which historical financial information is required, including the causes of material changes.

The review shall be a balanced and comprehensive analysis of the development and performance of the issuer’s business and of its position, consistent with the size and complexity of the business.

To the extent necessary for an understanding of the issuer’s development, performance or position, the analysis shall include both financial and, where appropriate, non-financial Key Performance Indicators relevant to the particular business. The analysis shall, where appropriate, include references to, and additional explanations of, amounts reported in the annual financial statements.

Item 7.1.2

To the extent not covered elsewhere in the registration document and to the extent necessary for an understanding of the issuer’s business as a whole, the review shall also give an indication of:

  1. the issuer’s likely future development;
  2. activities in the field of research and development.

The requirements set out in item 7.1 may be satisfied by the inclusion of the management report referred to in Articles 19 and 29 of Directive 2013/34/EU of the European Parliament and of the Council(1).

Item 7.2Operating resultsItem 7.2.1Information regarding significant factors, including unusual or infrequent events or new developments, materially affecting the issuer’s income from operations and indicate the extent to which income was so affected.Item 7.2.2Where the historical financial information discloses material changes in net sales or revenues, provide a narrative discussion of the reasons for such changes.Item 18.1Historical financial informationItem 18.1.1Audited historical financial information covering the latest three financial years (or such shorter period as the issuer has been in operation) and the audit report in respect of each year.Item 18.1.2

    Change of accounting reference date

    If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 36 months, or the entire period for which the issuer has been in operation, whichever is shorter.

Item 18.1.3

    Accounting standards

    The financial information must be prepared according to International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002.

    If Regulation (EC) No 1606/2002 is not applicable, the financial information must be prepared in accordance with:

    1. a Member State’s national accounting standards for issuers from the EEA, as required by Directive 2013/34/EU;
    2. a third country’s national accounting standards equivalent to Regulation (EC) No 1606/2002 for third country issuers. If such third country’s national accounting standards are not equivalent to Regulation (EC) No 1606/2002 the financial statements shall be restated in compliance with that Regulation.
Item 18.1.4

    Change of accounting framework

    The last audited historical financial information, containing comparative information for the previous year, must be presented and prepared in a form consistent with the accounting standards framework that will be adopted in the issuer’s next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.

    Changes within the accounting framework applicable to an issuer do not require the audited financial statements to be restated solely for the purposes of the prospectus. However, if the issuer intends to adopt a new accounting standards framework in its next published financial statements, at least one complete set of financial statements (as defined by IAS 1 Presentation of Financial Statements as set out in Regulation (EC) No 1606/2002), including comparatives, must be presented in a form consistent with that which will be adopted in the issuer’s next published annual financial statements, having regard to accounting standards and policies and legislation applicable to such annual financial statements.

Item 18.1.5

Where the audited financial information is prepared according to national accounting standards, it must include at least the following:

  1. the balance sheet;
  2. the income statement;
  3. a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners;
  4. the cash flow statement;
  5. the accounting policies and explanatory notes.
Item 18.1.6

    Consolidated financial statements

    If the issuer prepares both stand-alone and consolidated financial statements, include at least the consolidated financial statements in the registration document.

Item 18.1.7

    Age of financial information

    The balance sheet date of the last year of audited financial information may not be older than one of the following:

    1. 18 months from the date of the registration document if the issuer includes audited interim financial statements in the registration document;
    2. 16 months from the date of the registration document if the issuer includes unaudited interim financial statements in the registration document.
Item 18.2Interim and other financial informationItem 18.2.1

If the issuer has published quarterly or half-yearly financial information since the date of its last audited financial statements, these must be included in the registration document. If the quarterly or half-yearly financial information has been audited or reviewed, the audit or review report must also be included. If the quarterly or half-yearly financial information is not audited or has not been reviewed, state that fact.

If the registration document is dated more than nine months after the date of the last audited financial statements, it must contain interim financial information, which may be unaudited (in which case that fact must be stated) covering at least the first six months of the financial year.

Interim financial information prepared in accordance with the requirements of Regulation (EC) No 1606/2002.

For issuers not subject to Regulation (EC) No 1606/2002, the interim financial information must include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the year’s end balance sheet in accordance with the applicable financial reporting framework.

Item 18.3Auditing of historical annual financial informationItem 18.3.1

The historical annual financial information must be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC of the European Parliament and of the Council(3) and Regulation (EU) No 537/2014 of the European Parliament and of the Council(4).

Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the historical annual financial information must be audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view in accordance with auditing standards applicable in a Member State or an equivalent standard.

Item 18.3.1aWhere audit reports on the historical financial information have been refused by the statutory auditors or where they contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason must be given, and such qualifications, modifications, disclaimers or emphasis of matter must be reproduced in full.Item 18.3.2Indication of other information in the registration document that has been audited by the auditors.Item 18.3.3Where financial information in the registration document is not extracted from the issuer’s audited financial statements state the source of the information and state that the information is not audited.Item 18.4Pro forma financial informationItem 18.4.1

In the case of a significant gross change, a description of how the transaction might have affected the assets, liabilities and earnings of the issuer, had the transaction been undertaken at the commencement of the period being reported on or at the date reported.

This requirement will normally be satisfied by the inclusion of pro forma financial information. This pro forma financial information is to be presented as set out in Annex 20 and must include the information indicated therein.

Pro forma financial information must be accompanied by a report prepared by independent accountants or auditors.

Item 18.5Dividend policyItem 18.5.1A description of the issuer’s policy on dividend distributions and any restrictions thereon. If the issuer has no such policy, include an appropriate negative statement.Item 18.5.2The amount of the dividend per share for each financial year for the period covered by the historical financial information adjusted, where the number of shares in the issuer has changed, to make it comparable.Item 18.6Legal and arbitration proceedingsItem 18.6.1Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement.Item 18.7Significant change in the issuer’s financial positionItem 18.7.1A description of any significant change in the financial position of the group which has occurred since the end of the last financial period for which either audited financial statements or interim financial information have been published, or provide an appropriate negative statement.Item 19.1

    Share capital

    The information in items 19.1.1 to 19.1.7 in the historical financial information as of the date of the most recent balance sheet:

Item 19.1.1

The amount of issued capital, and for each class of share capital:

  1. the total of the issuer’s authorised share capital;
  2. the number of shares issued and fully paid and issued but not fully paid;
  3. the par value per share, or that the shares have no par value; and
  4. a reconciliation of the number of shares outstanding at the beginning and end of the year.

If more than 10 % of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.

Item 19.1.2If there are shares not representing capital, state the number and main characteristics of such shares.Item 19.1.3The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of the issuer.Item 19.1.4The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription.Item 19.1.5Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.Item 19.1.6Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option and details of such options including those persons to whom such options relate.Item 19.1.7A history of share capital, highlighting information about any changes, for the period covered by the historical financial information.Item 19.2Memorandum and Articles of AssociationItem 19.2.1The register and the entry number therein, if applicable, and a brief description of the issuer’s objects and purposes and where they can be found in the up to date memorandum and articles of association.Item 19.2.2Where there is more than one class of existing shares, a description of the rights, preferences and restrictions attaching to each class.Item 19.2.3A brief description of any provision of the issuer’s articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer.
REGISTRATION DOCUMENT FOR EQUITY SECURITIES
SECTION 1PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL
Item 1.1Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.
Item 1.2

A declaration by those responsible for the registration document that to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import.

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

Where a statement or report attributed to a person as an expert, is included in the registration document, provide the following details for that person:

  1. name;
  2. business address;
  3. qualifications;
  4. material interest if any in the issuer.

If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

Item 1.4Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.
Item 1.5

A statement that:

  1. the [registration document/prospectus] has been approved by the [name of the competent authority], as competent authority under Regulation (EU) 2017/1129;
  2. the [name of competent authority] only approves this [registration document/prospectus] as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129;
  3. such approval should not be considered as an endorsement of the issuer that is the subject of this [registration document/prospectus].
SECTION 2STATUTORY AUDITORS
Item 2.1Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body).
Item 2.2If auditors have resigned, been removed or have not been re-appointed during the period covered by the historical financial information, indicate details if material.
SECTION 3RISK FACTORS
Item 3.1

A description of the material risks that are specific to the issuer, in a limited number of categories, in a section headed Risk Factors.

In each category, the most material risks, in the assessment undertaken by the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence shall be set out first. The risks shall be corroborated by the content of the registration document.

SECTION 4INFORMATION ABOUT THE ISSUER
Item 4.1The legal and commercial name of the issuer.
Item 4.2The place of registration of the issuer, its registration number and legal entity identifier (LEI).
Item 4.3The date of incorporation and the length of life of the issuer, except where the period is indefinite.
Item 4.4The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus.
SECTION 5BUSINESS OVERVIEW
Item 5.2

    Principal markets

    A description of the principal markets in which the issuer competes, including a breakdown of total revenues by operating segment and geographic market for each financial year for the period covered by the historical financial information.

Item 5.3The important events in the development of the issuer’s business.
Item 5.4

    Strategy and objectives

    A description of the issuer’s business strategy and objectives, both financial and non-financial (if any). This description shall take into account the issuer’s future challenges and prospects.

Item 5.5If material to the issuer’s business or profitability, summary information regarding the extent to which the issuer is dependent, on patents or licences, industrial, commercial or financial contracts or new manufacturing processes.
Item 5.6The basis for any statements made by the issuer regarding its competitive position.
SECTION 6ORGANISATIONAL STRUCTURE
Item 6.1If the issuer is part of a group, a brief description of the group and the issuer’s position within the group. This may be in the form of, or accompanied by, a diagram of the organisational structure if this helps to clarify the structure.
Item 6.2A list of the issuer’s significant subsidiaries, including name, country of incorporation or residence, the proportion of ownership interest held and, if different, the proportion of voting power held.
SECTION 7OPERATING AND FINANCIAL REVIEW
SECTION 8CAPITAL RESOURCES
Item 8.1Information concerning the issuer’s capital resources (both short term and long term).
Item 8.2An explanation of the sources and amounts of and a narrative description of the issuer’s cash flows.
Item 8.3Information on the borrowing requirements and funding structure of the issuer.
Item 8.4Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the issuer’s operations.
Item 8.5Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 5.7.2
SECTION 9REGULATORY ENVIRONMENT
Item 9.1A description of the regulatory environment that the issuer operates in and that may materially affect its business, together with information regarding any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the issuer’s operations.
SECTION 10TREND INFORMATION
Item 10.1

A description of:

  1. the most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the registration document;
  2. any significant change in the financial performance of the group since the end of the last financial period for which financial information has been published to the date of the registration document, or provide an appropriate negative statement.
Item 10.2Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer’s prospects for at least the current financial year.
SECTION 11PROFIT FORECASTS OR ESTIMATES
Item 11.1Where an issuer has published a profit forecast or a profit estimate (which is still outstanding and valid) that forecast or estimate shall be included in the registration document. If a profit forecast or profit estimate has been published and is still outstanding, but no longer valid, then provide a statement to that effect and an explanation of why such forecast or estimate is no longer valid. Such an invalid forecast or estimate is not subject to the requirements in items 11.2 and 11.3.
Item 11.2

Where an issuer chooses to include a new profit forecast or a new profit estimate, or a previously published profit forecast or a previously published profit estimate pursuant to item 11.1, the profit forecast or estimate shall be clear and unambiguous and contain a statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.

The forecast or estimate shall comply with the following principles:

  1. there must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies;
  2. the assumptions must be reasonable, readily understandable by investors, specific and precise and not relate to the general accuracy of the estimates underlying the forecast;
  3. in the case of a forecast, the assumptions shall draw the investor’s attention to those uncertain factors which could materially change the outcome of the forecast.
Item 11.3

The prospectus shall include a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both:

  1. comparable with the historical financial information;
  2. consistent with the issuer’s accounting policies.
SECTION 12ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT
Item 12.1

Names, business addresses and functions within the issuer of the following persons and an indication of the principal activities performed by them outside of that issuer where these are significant with respect to that issuer:

  1. members of the administrative, management or supervisory bodies;
  2. partners with unlimited liability, in the case of a limited partnership with a share capital;
  3. founders, if the issuer has been established for fewer than five years;
  4. any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer’s business.

Details of the nature of any family relationship between any of the persons referred to in points (a) to (d).

In the case of each member of the administrative, management or supervisory bodies of the issuer and of each person referred to in points (b) and (d) of the first subparagraph, details of that person’s relevant management expertise and experience and the following information:

  1. the names of all companies and partnerships where those persons have been a member of the administrative, management or supervisory bodies or partner at any time in the previous five years, indicating whether or not the individual is still a member of the administrative, management or supervisory bodies or partner. It is not necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative, management or supervisory bodies;
  2. details of any convictions in relation to fraudulent offences for at least the previous five years;
  3. details of any bankruptcies, receiverships, liquidations or companies put into administration in respect of those persons described in points (a) and (d) of the first subparagraph who acted in one or more of those capacities for at least the previous five years;
  4. details of any official public incrimination and/or sanctions involving such persons by statutory or regulatory authorities (including designated professional bodies) and whether they have ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years.

If there is no such information required to be disclosed, a statement to that effect is to be made.

Item 12.2

Administrative, management and supervisory bodies and senior management conflicts of interests

Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 12.1, and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, a statement to that effect must be made.

Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in item 12.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management.

Details of any restrictions agreed by the persons referred to in item 12.1 on the disposal within a certain period of time of their holdings in the issuer’s securities.

SECTION 13REMUNERATION AND BENEFITS
In relation to the last full financial year for those persons referred to in points (a) and (d) of the first subparagraph of item 12.1:
Item 13.1

The amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its subsidiaries by any person.

That information must be provided on an individual basis unless individual disclosure is not required in the issuer’s home country and is not otherwise publicly disclosed by the issuer.

Item 13.2The total amounts set aside or accrued by the issuer or its subsidiaries to provide for pension, retirement or similar benefits.
SECTION 14BOARD PRACTICES
In relation to the issuer’s last completed financial year, and unless otherwise specified, with respect to those persons referred to in point (a) of the first subparagraph of item 12.1.
Item 14.1Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office.
Item 14.2Information about members of the administrative, management or supervisory bodies’ service contracts with the issuer or any of its subsidiaries providing for benefits upon termination of employment, or an appropriate statement to the effect that no such benefits exist.
Item 14.3Information about the issuer’s audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committee operates.
Item 14.4A statement as to whether or not the issuer complies with the corporate governance regime(s) applicable to the issuer. In the event that the issuer does not comply with such a regime, a statement to that effect must be included together with an explanation regarding why the issuer does not comply with such regime.
Item 14.5Potential material impacts on the corporate governance, including future changes in the board and committees composition (in so far as this has been already decided by the board and/or shareholders meeting).
SECTION 15EMPLOYEES
Item 15.1Either the number of employees at the end of the period or the average for each financial year for the period covered by the historical financial information up to the date of the registration document (and changes in such numbers, if material) and, if possible and material, a breakdown of persons employed by main category of activity and geographic location. If the issuer employs a significant number of temporary employees, include disclosure of the number of temporary employees on average during the most recent financial year.
Item 15.2

    Shareholdings and stock options

    With respect to each person referred to in points (a) and (d) of the first subparagraph of item 12.1 provide information as to their share ownership and any options over such shares in the issuer as of the most recent practicable date.

Item 15.3Description of any arrangements for involving the employees in the capital of the issuer.
SECTION 16MAJOR SHAREHOLDERS
Item 16.1In so far as is known to the issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the issuer’s capital or voting rights which is notifiable under the issuer’s national law, together with the amount of each such person’s interest, as at the date of the registration document or, if there are no such persons, an appropriate statement to that that effect that no such person exists.
Item 16.2Whether the issuer’s major shareholders have different voting rights, or an appropriate statement to the effect that no such voting rights exist.
Item 16.3To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused.
Item 16.4A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.
SECTION 17RELATED PARTY TRANSACTIONS
Item 17.1

Details of related party transactions (which for these purposes are those set out in the Standards adopted in accordance with the Regulation (EC) No 1606/2002 of the European Parliament and of the Council(2), that the issuer has entered into during the period covered by the historical financial information and up to the date of the registration document, must be disclosed in accordance with the respective standard adopted under Regulation (EC) No 1606/2002 if applicable.

If such standards do not apply to the issuer the following information must be disclosed:

  1. the nature and extent of any transactions which are, as a single transaction or in their entirety, material to the issuer. Where such related party transactions are not concluded at arm’s length provide an explanation of why these transactions were not concluded at arm’s length. In the case of outstanding loans including guarantees of any kind indicate the amount outstanding;
  2. the amount or the percentage to which related party transactions form part of the turnover of the issuer.
SECTION 18FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
SECTION 19ADDITIONAL INFORMATION
SECTION 20MATERIAL CONTRACTS
Item 20.1

A summary of each material contract, other than contracts entered into in the ordinary course of business, to which the issuer or any member of the group is a party, for the two years immediately preceding publication of the registration document.

A summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the group which contains any provision under which any member of the group has any obligation or entitlement which is material to the group as at the date of the registration document.

SECTION 21DOCUMENTS AVAILABLE
Item 21.1

A statement that for the term of the registration document the following documents, where applicable, can be inspected:

  1. the up to date memorandum and articles of association of the issuer;
  2. all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document.

An indication of the website on which the documents may be inspected.