Changes from report parliamentary committee draft to plenary report

Added(b) an indication of any significant new products, services or activities;

Added(c) the principal markets in which the issuer competes.

AddedVI. Organisational structure

AddedIf the issuer is part of a group and where not covered elsewhere in the EU Growth issuance document and to the extent necessary for an understanding of the issuer’s business as a whole, a diagram of the organisational structure.

AddedVII. Corporate Governance

AddedProvide a brief description of board practices and governance.

AddedProvide the 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:

Added(a) members of the administrative, management and/or supervisory bodies;

Added(b) partners with unlimited liability, in the case of a limited partnership with a share capital.

AddedVIII. Financial statements

AddedThe financial statements (annual and half-yearly) published over the period of 12 months prior to the approval of the EU Growth issuance document. Where both annual and half-yearly financial statements have been published, only the annual statements must be required where they postdate the half-yearly financial statements.

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

AddedWhere Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the annual financial statements must be audited or reported on as to whether or not, for the purposes of the EU Growth issuance document prospectus, they give a true and fair view in accordance with auditing standards applicable in a Member State or an equivalent standard. Otherwise, the following information must be included in the EU Growth issuance document:

Added(a) a prominent statement disclosing which auditing standards have been applied;

Added(b) an explanation of any significant departures from International Standards on Auditing.

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.

AddedIX. 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 securities offered, the amount of the issue/offer and the conditions to which the offer is subject. If the amount is not fixed, an indication of the maximum amount of the securities to be offered (if available) and a description of the arrangements and the time period for announcing to the public the definitive amount of the offer.

AddedName and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under ‘best efforts’ arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission.

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 the 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.

AddedX. Essential information on the securities and on their subscription

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

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

Added(c) provide information on where the securities 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 securities;

Added(d) an indication of the expected price at which the securities will be offered or, in alternative, a description of the method of for determining the price, pursuant to Article 17 of Regulation (EU) 2017/1129 and the process for its disclosure;

Added(d) information relating to interest payable or a description of the underlying, including the method used to relate the underlying and the rate, and an indication where information about the past and future performance of the underlying and its volatility can be obtained.

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 securities.

AddedXI. Reasons for the offer, use of proceeds and, where applicable, ESG-related information

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.

AddedWhere applicable, ESG-related information in accordance with the schedule as further specified in the delegated act referred to in Article 13(1), first subparagraph, taking into account the conditions set out in Article 13(1), second subparagraph, point (g).

AddedXII. 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.

AddedXIII. 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 DOCUMENT REFERRED TO IN ARTICLE 1(4), FIRST SUBPARAGPRAH, POINT (DB), AND IN ARTICLE 1(5), FIRST SUBPARAGPRAH, POINT (BA)

AddedI. The name of the issuer (including its LEI), country of incorporation, link to the issuer’s website.

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

AddedIII. A statement that the document does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 and that the document has not been subject to the scrutiny and approval by the relevant competent authority in accordance with Article 20 of Regulation (EU) 2017/1129.

AddedIV. A statement of continuous compliance with reporting and disclosure obligations throughout the period of being admitted to trading, including under Directive 2004/109/EC, where applicable, Regulation (EU) No 596/2014 and, where applicable, Commission Delegated Regulation (EU) 2017/565.

AddedV. An indication of where the regulated information published by the issuer pursuant to ongoing disclosure obligations is available and, where applicable, where the most recent prospectus can be obtained.

AddedVI. Where there is an offer of securities to the public, a statement that at the time of the offer the issuer is not delaying the disclosure of inside information pursuant to Regulation (EU) No 596/2014.

AddedVII. The reason for the issuance and use of proceeds.

AddedVIII. The risk factors specific to the issuance.

AddedIX. The characteristics of the securities (including their ISIN).

AddedX. For shares, the dilution and shareholding after the issuance.

AddedXI. Where there is an offer of securities to the public, the terms and conditions of the offer.

AddedXII. Where applicable, any regulated markets or SME growth markets where the securities fungible with the securities to be offered to the public or to be admitted to trading on a regulated market are already admitted to trading.’.