Changes from report parliamentary committee draft to plenary report

AddedWhere audit reports on the annual financial statements 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.

AddedA 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, must also be included, or an appropriate negative statement must be included.

AddedWhere applicable, pro forma information must also be included.

AddedIX. Management report including, where applicable, the sustainability reporting (issuers with market capitalisation above EUR 200 000 000 only)

AddedThe management report as referred to 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, may be incorporated by reference.

AddedThis requirement applies only to issuers with market capitalisation above EUR 200 000 000.

AddedX. Dividend policy

AddedA description of the issuer’s policy on dividend distributions and any current restrictions thereon, as well as on share repurchases.

AddedXI. Terms and conditions of the offer, firm commitments and intentions to subscribe and key features of the underwriting and placement agreements

AddedSet out the offer price, the number of shares offered, the amount of the issue/offer, the conditions to which the offer is subject, and the procedure for the exercise of any right of pre-emption.

AddedTo the extent known to the issuer, provide information on whether major shareholders or members of the issuer’s management, supervisory or administrative bodies intend to subscribe for the offer, or whether any person intends to subscribe for more than 5 % of the offer.

AddedPresent any firm commitments to subscribe for more than 5 % of the offer and all material features of the underwriting and placement agreements, including the name and address of the entities agreeing to underwrite or place the issue on a firm commitment basis or under ‘best efforts’ arrangements and the quotas.

AddedWhere applicable, indicate the SME growth Market or the MTF where the securities are to be admitted to trading and, if known, the earliest dates on which the securities will be admitted to trading.

AddedWhere applicable, details of any entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment.

AddedXII. Essential information on the shares and on their subscription

AddedProvide the following essential information about the shares offered to the public:

Added(a) the international security identification number (ISIN);

Added(b) the rights attached to the shares, the procedure for the exercise of those rights and any limitations of those rights;

Added(c) where the shares can be subscribed as well as on the time period, including any possible amendments, during which the offer will be open and a description of the application process together with the issue date of new shares.

AddedWhere applicable, information on the underlying securities and, where applicable, the issuer of the underlying securities.

AddedA warning that the tax legislation of the investor’s Member State and of the issuer’s country of incorporation may have an impact on the income received from the shares.

AddedXIII. Reason for the offer and use of proceeds

AddedProvide information on the reasons for the offer and, where applicable, the estimated net amount of the proceeds broken into each principal intended use and presented in order of priority of such uses.

AddedWhere the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, it must state the amount and sources of other funds needed. Details must also be given with regard to the use of the proceeds, in particular where proceeds are being used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other business, or to discharge, reduce or retire indebtedness.

AddedProvide an explanation about how the proceeds from the offer align with the business strategy and strategic objectives.

AddedXIV. Working capital statement

AddedStatement by the issuer that, in its opinion, the working capital is sufficient for the issuer’s present requirements or, if not, how the issuer proposes to provide the additional working capital needed.

AddedXV. Conflicts of interest

AddedProvide information about any interests related to the issuance, including conflicts of interest, and details of the persons involved and the nature of the interests.

AddedXVI. Dilution and shareholding after the issuance

AddedPresent a comparison of participation in share capital and voting rights for existing shareholders before and after the capital increase resulting from the public offer, with the assumption that existing shareholders do not subscribe for the new shares and, separately, with the assumption that existing shareholders do take up their entitlement.

AddedXVII. Documents available

AddedA statement that for the term of the EU Growth issuance document the following documents, where applicable, can be inspected:

Added(a) the up to date memorandum and articles of association of the issuer;

Added(b) all reports, letters, and other documents, valuations and statements prepared by an expert at the issuer’s request any part of which is included or referred to in the EU Growth issuance document.

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

AddedINFORMATION TO BE INCLUDED IN THE EU GROWTH ISSUANCE DOCUMENT FOR SECURITIES OTHER THAN SHARES OR TRANSFERABLE SECURITIES EQUIVALENT TO SHARES IN COMPANIES

AddedI. Summary

AddedThe EU Growth issuance document must include a summary drawn up in accordance with Article 7(12b).

AddedII. Information about the issuer

AddedIdentify the company issuing the securities, including the place of registration of the issuer, its registration number and legal entity identifier (‘LEI’), its legal and commercial name, 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 the website, if any, with a disclaimer that the information on the website does not form part of the EU Growth issuance document unless that information is incorporated by reference into the EU Growth issuance document.

AddedAny recent events particular to the issuer and which are to a material extent relevant to an evaluation of the issuer’s solvency.

AddedWhere applicable, credit ratings assigned to the issuer at the request or with the cooperation of the issuer in the rating process.

AddedIII. Responsibility statement and statement on the competent authority

Added1. Responsibility statement

AddedIdentify the persons responsible for drawing up the EU Growth issuance document and include a statement by those persons that, to the best of their knowledge, the information contained in the EU Growth issuance document is in accordance with the facts and that the EU Growth issuance document makes no omission likely to affect its import.

AddedWhere applicable, the statement must contain information sourced from third parties, including the source(s) of that information, and statements or reports attributed to a person as an expert and the following details of that person:

Added(a) name;

Added(b) business address;

Added(c) qualifications; and

Added(d) material interest (if any) in the issuer.

Added2. Statement on the competent authority

AddedThe statement must indicate the competent authority that has approved, in accordance with this Regulation, the EU Growth issuance document, specify that such approval is not an endorsement of the issuer nor of the quality of the securities to which the EU Growth issuance document relates, that the competent authority has only approved the EU Growth issuance document as meeting the standards of completeness, comprehensibility and consistency imposed by this Regulation, and specify that the EU Growth issuance document has been drawn up in accordance with Article 15a.

AddedIV. Risk factors

AddedA description of the material risks that are specific to the issuer and a description of the material risks that are specific to the securities being offered to the public and/or admitted to trading on a regulated market, in a limited number of categories, in a section headed ‘Risk Factors’.

AddedThe risks shall be corroborated by the content of the EU Growth issuance document.

AddedV. Growth strategy and business overview

AddedA brief description of the issuer’s business strategy, including growth potential.

AddedA description of the issuer’s principal activities, including:

Added(a) the main categories of products sold and/or services performed;