Changes from plenary report to adopted text

RemovedPower is delegated to the Commission to supplement this Regulation by adopting regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

Removed__________________

Removed* Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC (OJ L 141, 5.6.2015, p. 73).

Removed** Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ L 331, 15.12.2010, p. 84).’.

RemovedThis Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.

RemovedArticle 1, point(6)(b) and (c), and Article 2, point (38)(a), shall apply from … [12 months from the date of entry into force].

RemovedThis Regulation shall be binding in its entirety and directly applicable in all Member States.

RemovedDone at Brussels,

RemovedFor the European Parliament For the Council

RemovedThe President The President

Removed‘ANNEX I

RemovedTHE PROSPECTUS

RemovedI. Summary

RemovedII. Purpose, persons responsible, third party information, experts’ reports and competent authority approval

RemovedThe purpose is to provide information on the persons who are responsible for the content of the prospectus and to provide comfort to investors on the accuracy of the information disclosed in the prospectus. In addition, this section provides information on the interests of persons involved in the offer, as well as the reasons of the offer, the use of proceeds and the expenses of the offer. Moreover, this section provides information on the legal basis of the prospectus and its approval by the competent authority.

RemovedIII. Strategy, performance and business environment

RemovedThe purpose is to disclose information on the identity of the issuer, its business, strategy and objectives. Investors should have a clear understanding of the issuer’s activities and the main trends affecting its performance, its organisational structure and material investments. Where applicable the issuer shall disclose in this section estimates or forecasts of its future performance.

RemovedIV. Management report, including the sustainability reporting (equity securities only)

RemovedThe purpose of this section is to provide the option of incorporating by reference the management reports and consolidated management reports as referred to in Article 4 of Directive 2004/109/EC, where applicable, and in Chapters 5 and 6 of Directive 2013/34/EU, for the periods covered by the historical financial information including, where applicable, the sustainability reporting.

RemovedV. Working capital statement (equity securities only)

RemovedThe purpose of this section is to provide information on the issuer’s working capital requirements.

RemovedVI. Risk factors

RemovedThe purpose is to describe the main risks faced by the issuer and their impact on the issuer’s future performance, as well as the main risks which are specific to the securities offered to the public or to be admitted to trading on a regulated market.

RemovedVII. Terms and conditions of the securities

RemovedThe purpose of this section is to set out the terms and conditions of the securities and provide a detailed description of their characteristics.

RemovedVIII. Details of the offer/admission to trading

RemovedThe purpose of this section is to set out the specific information on the offer of the securities, the plan for their distribution and allotment, an indication of their pricing. Moreover, it presents information on the placing of the securities, any underwriting agreements and arrangements relating to admission to trading. It also sets out information on the persons selling the securities and dilution to existing shareholders.

RemovedIX. ESG-related information (non-equity securities only, where applicable)

RemovedWhere applicable, ESG-related information in accordance with the delegated act referred to in Article 13(1), second subparagraph, point (g).

RemovedX. Corporate governance

RemovedThis section shall explain the issuer’s administration and the role of the persons involved in the management of the company. For equity securities, it will furthermore provide information on the background of senior management, their remuneration and its potential link to the issuer’s performance.

RemovedXI. Financial information

RemovedThe purpose is to specify which financial statements must be included in the document covering the two latest financial years (for equity securities) or the last financial year (for non-equity securities) or such shorter period during which the issuer has been in operation and other information of a financial nature. The accounting and auditing principles that will be accepted for use in preparation and audit of the financial statements will be determined in accordance with international accounting and auditing standards.

RemovedA. Consolidated statements and other financial information.

RemovedB. Significant changes.

RemovedXII. Shareholder and security holder information

RemovedThis section shall provide information on the issuer’s major shareholders, the existence of potential conflicts of interest between senior management and the issuer, the issuer’s share capital as well as information on related party transactions, legal and arbitration proceedings and material contracts.

RemovedXIII. Information on the guarantor (non-equity securities only, where applicable)

RemovedThe purpose is to provide, where applicable, information on the guarantor of the securities including essential information about the guarantee attached to the securities, the risk factors and financial information specific to the guarantor.

RemovedXIV. Information on the underlying securities and the issuer of the underlying securities (where applicable)

RemovedThe purpose is to provide, where applicable, information on the underlying securities and, where applicable, on the issuer of the underlying securities.

RemovedXV. Information on consent (where applicable)

RemovedThe purpose is to provide information on the consent where the issuer or the person responsible for drawing up a prospectus consents to its use in accordance with Article 5(1).

RemovedXVI. Documents available

RemovedThe purpose is to provide information on the documents that shall be available for inspection and the website where they can be inspected.

RemovedREGISTRATION DOCUMENT

RemovedI. Purpose, persons responsible, third party information, experts’ reports and competent authority approval

RemovedThe purpose of this section is to provide information on the persons who are responsible for the content of the registration document and to provide comfort to investors on the accuracy of the information disclosed in the prospectus. Moreover, this section provides information on the legal basis of the prospectus and its approval by the competent authority.

RemovedII. Strategy, performance and business environment

RemovedThe purpose of this section is to disclose information on the identity of the issuer, its business, strategy and objectives. By reading this section, investors should have a clear understanding of the issuer’s activities and the main trends affecting its performance, its organisational structure and material investments. Where applicable the issuer shall disclose in this section estimates or forecasts of its future performance.

RemovedIII. Management report, including sustainability reporting (equity securities only)

RemovedThe purpose of this section is to provide the option of incorporating by reference the management reports and consolidated management reports as referred to in Article 4 of Directive 2004/109/EC, where applicable, and in Chapters 5 and 6 of Directive 2013/34/EU, for the periods covered by the historical financial information including, where applicable, the sustainability reporting.

RemovedIV. Risk factors

RemovedThe purpose of this section is to describe the main risks faced by the issuer and their impact on the issuer’s future performance.

RemovedV. Corporate governance

RemovedThis section shall explain the issuer’s administration and the role of the persons involved in the management of the company. For equity securities, it will furthermore provide information on the background of senior management, their remuneration and its potential link to the issuer’s performance.

RemovedVI. Financial information

RemovedThe purpose is to specify which financial statements must be included in the document covering the two latest financial years (for equity securities) or the last financial year (for non-equity securities) or such shorter period during which the issuer has been in operation and other information of a financial nature. The accounting and auditing principles that will be accepted for use in preparation and audit of the financial statements will be determined in accordance with international accounting and auditing standards.

RemovedA. Consolidated statements and other financial information.

RemovedB. Significant changes.