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Commission Delegated Regulation (EU) 2026/773 amending Delegated Regulation (EU) 2019/980 on EU Follow-on and EU Growth issuance prospectuses

The European Commission amends Delegated Regulation (EU) 2019/980 to establish the reduced content and standardised format for EU Follow-on and EU Growth issuance prospectuses. The regulation introduces new Articles 28a through 28e and Annexes 30 through 35, specifying disclosure requirements for equity and non-equity securities while deleting obsolete provisions from the previous simplified prospectus regime. It mandates specific structural sequences for these documents, distinguishes between retail and qualified investor disclosures for non-equity securities, and classifies European Green Bond factsheet information as Category C data for base prospectuses.

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Commission Delegated Regulation (EU) 2026/773 of 4 March 2026 amending Delegated Regulation (EU) 2019/980 as regards the reduced content and the standardised format and sequence of the EU Follow-on prospectus and the EU Growth issuance prospectus

C/2026/1372

OJ L, 2026/773, 15.6.2026, ELI: http://data.europa.eu/eli/reg_del/2026/773/oj (BG, ES, CS, DA, DE, ET, EL, EN, FR, GA, HR, IT, LV, LT, HU, MT, NL, PL, PT, RO, SK, SL, FI, SV)

In force

ELI: http://data.europa.eu/eli/reg_del/2026/773/oj

Language 1

Language 2

Language 3

Official Journal of the European Union

L series

2026/773

15.6.2026

COMMISSION DELEGATED REGULATION (EU) 2026/773

of 4 March 2026

amending Delegated Regulation (EU) 2019/980 as regards the reduced content and the standardised format and sequence of the EU Follow-on prospectus and the EU Growth issuance prospectus

(Text with EEA relevance)

THE EUROPEAN COMMISSION,

Having regard to the Treaty on the Functioning of the European Union,

Having regard to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC ( 1 ) , and in particular Articles 14a(8) and 15a(8) thereof,

Whereas:

(1)

In order to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises (SMEs), Regulation (EU) 2024/2809 of the European Parliament and of the Council ( 2 ) introduced two new types of short-form prospectuses aiming to reduce costs and burdens for issuers: an EU Follow-on prospectus for secondary issuances of securities by companies already listed on a regulated market or an SME growth market, and an EU Growth issuance prospectus, mainly designed for SMEs and companies listed or to be listed on SME growth markets. In order to ensure that the EU Follow-on prospectus and the EU Growth issuance prospectus support those objectives, the appropriate reduced content and standardised format and sequence should be specified, taking into account the feedback received in the targeted consultation and in the four week-feedback period on the Have your Say portal. Since all provisions and Annexes relating to prospectuses are laid down in Commission Delegated Regulation (EU) 2019/980 ( 3 ) , it is appropriate to set out the new provisions and Annexes related to the EU Follow-on prospectus and the EU Growth issuance prospectus in that Delegated Regulation.

(2)

To increase liquidity and the supply of capital to listed companies, thereby making Union public markets more attactive, it should be ensured that the listing rules in the Union are simple and that burdens are minimised. Therefore, the EU Follow-on and the EU Growth issuance prospectuses should be significantly streamlined compared to the current regimes of the simplified prospectus for secondary issuances and the EU Growth prospectus regimes which are set to expire on 5 March 2026.

(3)

Delegated Regulation (EU) 2019/980 includes provisions and Annexes related to the simplified prospectus regime for secondary issuances and the EU Growth prospectus, as well as references to Articles in Regulation (EU) 2017/1129 which will no longer apply. It is therefore appropriate to update or delete them, as relevant. Moreover, Article 26 of Delegated Regulation (EU) 2019/980 on the information to be included in the base prospectus and the final terms, should include the classification of the information included in a European Green Bond factsheet referred to in Article 10 of Regulation (EU) 2023/2631 of the European Parliament and of the Council ( 4 ) .

(4)

The reduced content of the EU Follow-on prospectus and of the EU Growth issuance prospectus differs depending on whether it is drawn up for equity or non-equity securities. Given that certain equity securities such as specific types of convertible, exchangeable, and derivative securities are similar to non-equity securities prior to conversion or before the rights they confer are exercised, it is appropriate to apply the disclosure rules for equity securities to shares and other transferable securities equivalent to shares and make the other types of equity securities subject to the disclosure rules applicable to non-equity securities while including the relevant additional information referred to in Section 3 of Chapter II of Delegated Regulation (EU) 2019/980.

(5)

An EU Follow-on prospectus should be subject to lighter disclosure rules compared to the regime of the simplified prospectus for secondary issuances that it replaces. Therefore, to support issuers in making follow-on issuances of both equity and non-equity securities, and considering the results of the targeted consultation, this Regulation should specify only certain information items, mainly pertaining to the details of the offer of securities to the public or the admission to trading on a regulated market and the terms and conditions of the securities, which are not already sufficiently detailed in Annexes IV and V of Regulation (EU) 2017/1129.

(6)

The information included in the EU Follow-on prospectus for non-equity securities should be tailored to the knowledge and expertise of investors to whom it is addressed. Therefore, the EU Follow-on prospectus for non-equity securities accessible to retail investors should be subject to more comprehensive and distinct information requirements compared to the EU Follow-on prospectus for non-equity securities addressed solely to qualified investors. It is therefore important to clearly identify the disclosures that are only applicable to retail investors and those that are specific to qualified investors.

(7)

In order to foster comparability of information in prospectuses, a standardised format and sequence should be set out by taking into account the different types of securities to which the EU Follow-on prospectus relates. While a description of the issuer and the securities to be offered or admitted to trading are key information for investors, it is of paramount importance, from an investor protection point of view, that information on risks factors related to that issuer and those securities appears in a prominent position in the prospectus, which should therefore be reflected in the Annexes to this Regulation, in order to allow investors to more easily have access to that information.

(8)

The format for an EU Follow-on prospectus for equity securities should be standardised based on the order of sections set out in the relevant Annex introduced by this Regulation. If additional information, referred to in Section 3 of Chapter II of Delegated Regulation (EU) 2019/980, is required depending on the type of issuer or securities, that additional information should not be subject to a standardised format or sequence.

(9)

Due to the complexity of certain non-equity securities, that often require the disclosure of additional information on complex types of issuers or securities, and considering that an EU Follow-on prospectus for non-equity securities may be drawn up either as a single document or as separate documents, it is important to strike the right balance between standardisation and efficiency. To avoid creating an excessive burden for issuers of non-equity securities, this Regulation should establish a standardised format that distinguishes whether an EU Follow-on prospectus for non-equity securities is drawn up as a single document, or as separate documents referred to in Article 14a(4) of Regulation (EU) 2017/1129 and pursuant to the relevant Annexes introduced by this Regulation in Delegated Regulation (EU) 2019/980. At the same time, flexibility should be allowed when information as set out in other Annexes to Delegated Regulation (EU) 2019/980 is disclosed in an EU Follow-on prospectus.

(10)

To maintain the efficiency of base prospectuses, which constitute a significant share of non-equity prospectuses, a more flexible format should be established for an EU Follow-on prospectus that consists of a base prospectus (‘EU Follow-on base prospectus’). Since a base prospectus may concern single or multiple issuers or issuances, it is appropriate to consider a standardised format for issuer-specific information in the case of a single issuer, when the EU follow-on base prospectus is prepared as separate documents, while allowing for flexibility for the other information to be disclosed in that EU Follow-on base prospectus.

(11)

In order to make it easier for SMEs to raise new funding, the EU Growth issuance prospectus should be subject to lighter disclosure rules compared to the EU Growth prospectus regime it replaces. Therefore, to support access to Union public markets for SMEs and companies listed or to be listed on an SME growth market, this Regulation should only further specify certain limited information items, mainly referring to details of the offer of securities to the public, as well as the terms and conditions of the securities, which are not sufficiently detailed in Annexes VII and VIII of Regulation (EU) 2017/1129.

(12)

Similar to the EU Follow-on prospectus, the EU Growth issuance prospectus aims to promote the comparability of information in prospectuses while maintaining a degree of flexibility to prevent imposing excessive burdens on issuers. Therefore, an approach similar to that adopted for the EU Follow-on prospectus should be adopted for the standardised format and sequence of an EU Growth issuance prospectus, including on the risk factors, also giving due regard to the fact that an EU Growth issuance prospectus may only be prepared as a single document, and it cannot contain qualified investor-specific items, as it is used only for an offer of securities to the public. Similarly, to encourage the use of the base prospectus, a flexible approach comparable to that adopted for the EU Follow-on base prospectus regarding the standardised format and sequence should be applied to an EU Growth issuance prospectus that consists of a base prospectus (‘EU Growth issuance base prospectus’).

(13)

In all cases where the requirement of a standardised format and sequence does not apply and the order of the information set out in the relevant Annexes is not followed by the issuer, the offeror or, where applicable for an EU Follow-on prospectus, the person asking for admission to trading on a regulated market, the competent authority approving the EU Follow-on prospectus or the EU Growth issuance prospectus should be allowed to request a list of cross references indicating the items of the relevant Annexes to which that information corresponds. Where that list is neither requested, nor provided, the draft EU Follow-on prospectus or EU Growth issuance prospectus should clearly indicate in the margin which specific information from the Annexes to this Regulation each section of the prospectus corresponds to.

(14)

In order to provide clarity for investors, an overview section included in an EU Follow-on prospectus or in an EU Growth issuance prospectus should not be labelled as a summary unless it complies with the requirements for summaries set out in Article 7(12a) of Regulation (EU) 2017/1129. Moreover, it is appropriate to establish rules for when a summary of an EU Follow-on prospectus or EU Growth issuance prospectus should be supplemented in accordance with Article 23 of that Regulation, to enable investors to easily identify the changes.

(15)

As the provisions laid down in this Regulation are substantively linked to each other, because they amend the same Delegated Regulation and all relate to the new types of prospectuses introduced by Regulation (EU) 2024/2809, this Regulation lays down provisions based on the mandates set out both in Articles 14a(8) and 15a(8) of Regulation (EU) 2017/1129.

(16)

Delegated Regulation (EU) 2019/980 should therefore be amended accordingly,

HAS ADOPTED THIS REGULATION:

Article 1

Amendments to Delegated Regulation (EU) 2019/980

Delegated Regulation (EU) 2019/980 is amended as follows:

(1)

Article 2 is amended as follows:

(a)

paragraph 1 is replaced by the following:

‘1. For equity securities, the registration document shall contain the information referred to in Annex 1 to this Regulation, unless it is drawn up in accordance with Article 9 of Regulation (EU) 2017/1129.’

;

(b)

the following paragraph 3 is added:

‘3. Paragraphs 1 and 2 shall not apply to a prospectus drawn up in accordance with Article 14a or Article 15a of Regulation (EU) 2017/1129.’

;

(2)

Article 4 is deleted;

(3)

Article 7 is replaced by the following:

‘Article 7

Registration document for retail non-equity securities

For non-equity securities other than those referred to in Article 8(2) of this Regulation, the registration document shall contain the information referred to in Annex 6 to this Regulation, unless it is drawn up in accordance with Article 9 of Regulation (EU) 2017/1129 or contains the information referred to in Annex 1 to this Regulation.
Paragraph 1 shall not apply to a prospectus drawn up in accordance with Article 14a or Article 15a of Regulation (EU) 2017/1129.’

;

(4)

Article 8 is amended as follows:

(a)

paragraph 1 is replaced by the following:

‘1. For non-equity securities referred to in paragraph 2, the registration document shall contain the information referred to in Annex 7 to this Regulation, unless the registration document is drawn up in accordance with Article 9 of Regulation (EU) 2017/1129 or contains the information referred to in Annexes 1 or 6 to this Regulation.’

;

(b)

the following paragraph 3 is added:

‘3. Paragraphs 1 and 2 shall not apply to a prospectus drawn up in accordance with Article 14a or Article 15a of Regulation (EU) 2017/1129.’

;

(5)

Article 9 is deleted;

(6)

Article 12 is amended as follows:

(a)

paragraph 1 is replaced by the following:

‘1. For equity securities or units issued by collective investment undertakings of the closed-end type, the securities note shall contain the information referred to in Annex 11 to this Regulation.’

;

(b)

the following paragraph 3 is added:

‘3. Paragraphs 1 and 2 shall not apply to a prospectus drawn up in accordance with Article 14a or Article 15a of Regulation (EU) 2017/1129.’

;

(7)

Article 13 is deleted;

(8)

Articles 15 and 16 are replaced by the following:

‘Article 15

Securities note for retail non-equity securities

For non-equity securities other than those referred to in Article 8(2) of this Regulation, the securities note shall contain the information referred to in Annex 14 to this Regulation.
Paragraph 1 shall not apply to a prospectus drawn up in accordance with Article 14a or Article 15a of Regulation (EU) 2017/1129.

Article 16

Securities note for wholesale non-equity securities

For non-equity securities referred to in Article 8(2) of this Regulation, the securities note shall contain the information referred to in Annex 15 to this Regulation, unless it contains the information referred to in Annex 14 to this Regulation.
Paragraph 1 shall not apply to a prospectus drawn up in accordance with Article 14a or Article 15a of Regulation (EU) 2017/1129.’

;

(9)

Article 17 is deleted;

(10)

Article 18 is amended as follows:

(a)

in paragraph 2, the first subparagraph is replaced by the following:

‘2. With respect to an entity, other than the issuer, additional information shall be all information referred to in Annexes 1 and 20 to this Regulation that investors need to make an informed assessment referred to in Article 6(1), Article 14a(2) and Article 15a(2) of Regulation (EU) 2017/1129, as if that entity were the issuer of the equity security.’

;

(b)

in paragraph 3, points (b) and (c) are replaced by the following:

‘(b)

the inaccuracy referred to in point (a) affects the ability of investors to make an informed assessment referred to in Article 6(1), Article 14a(2) and Article 15a(2) of Regulation (EU) 2017/1129;

(c)

additional information relating to an entity other than the issuer is needed for investors to make an informed assessment referred to in Article 6(1), Article 14a(2), and Article 15a(2) of Regulation (EU) 2017/1129.’;

(11)

Article 26 is amended as follows:

(a)

paragraphs 1, 2 and 3 are replaced by the following:

‘1. The information referred to as “Category A” in Annexes 14 to 19, 22, 31, 33 and 35 to this Regulation shall be included in the base prospectus.

The information referred to as “Category B” in Annexes 14 to 19, 22, 31, 33 and 35 to this Regulation shall be included in the base prospectus except for details of that information that are not known at the time of approval of that base prospectus. Such details shall be inserted in the final terms.
The information referred to as “Category C” in Annexes 14 to 19, 22, 31, 33 and 35 to this Regulation shall be inserted in the final terms, unless it is known at the time of approval of the base prospectus, in which case it may be inserted in that base prospectus instead.’

;

(b)

the following paragraph 4a is inserted:

‘4a. The information included in a European Green Bond factsheet referred to in Article 10 of Regulation (EU) 2023/2631 of the European Parliament and of the Council ( *1 ) and in the templates for voluntary pre-issuance disclosure referred to in Article 20 of that Regulation shall be considered “Category C” information for the purposes of this Article.

( *1 ) Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 on European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds ( OJ L, 2023/2631, 30.11.2023, ELI: http://data.europa.eu/eli/reg/2023/2631/oj ).’;"

( ) Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 on European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds ( OJ L, 2023/2631, 30.11.2023, ELI: http://data.europa.eu/eli/reg/2023/2631/oj ).’;

(12)

Chapter IV is deleted;

(13)

the following Chapter IVa is inserted:

‘CHAPTER IVa

EU FOLLOW-ON PROSPECTUS AND EU GROWTH ISSUANCE PROSPECTUS

SECTION 1

Content of the EU Follow-on prospectus and of the EU Growth issuance prospectus

Article 28a

EU Follow-on prospectus for equity securities

An EU Follow-on prospectus for equity securities drawn up in accordance with Article 14a of Regulation (EU) 2017/1129 shall contain the information referred to in Annex 30 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation.
By way of derogation from paragraph 1, an EU Follow-on prospectus for the securities referred to in Articles 19(1), 19(2), 20(1) and 20(2) of this Regulation, where those securities are not shares or other transferable securities equivalent to shares, shall be drawn up in accordance with Article 28c of this Regulation.

Article 28b

EU Growth issuance prospectus for equity securities

An EU Growth issuance prospectus for equity securities drawn up in accordance with Article 15a of Regulation (EU) 2017/1129 shall contain the information referred to in Annex 34 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation.
By way of derogation from paragraph 1, an EU Growth issuance prospectus for the securities referred to in Articles 19(1), 19(2), 20(1) and 20(2) of this Regulation, where those securities are not shares or other transferrable securities equivalent to shares, shall be drawn up in accordance with Article 28d of this Regulation.

Article 28c

EU Follow-on prospectus for non-equity securities

An EU Follow-on prospectus for non-equity securities drawn up in accordance with Article 14a of Regulation (EU) 2017/1129 shall contain the following information:

(a)

where an EU Follow-on prospectus for non-equity securities is drawn up as a single document referred to in Article 14a(4), third subparagraph, of Regulation (EU) 2017/1129, it shall contain the information referred to in Annex 31 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation;

(b)

where an EU Follow-on prospectus for non-equity securities is drawn up as separate documents referred to in Article 14a(4), third subparagraph, of Regulation (EU) 2017/1129, it shall divide the required information into:

(i)

a registration document for an EU Follow-on prospectus (“EU Follow-on registration document”), which shall contain the information referred to in Annex 32 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation;

(ii)

a securities note for an EU Follow-on prospectus (“EU Follow-on securities note”), which shall contain the information referred to in Annex 33 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation;

(iii)

a summary where required by Article 7(1) of Regulation (EU) 2017/1129, drawn up in accordance with Article 7(12a) of that Regulation.

The information contained in Annexes 31, 32 and 33 shall be referred to as either of the following:

(a)

wholesale-specific, where that information refers specifically to non-equity securities that comply with any of the conditions set out in Article 7(1), second subparagraph, points (a) or (b), of Regulation (EU) 2017/1129; or

(b)

retail-specific, where that information refers specifically to non-equity securities other than those referred to in point (a) of this paragraph.

Article 28d

EU Growth issuance prospectus for non-equity securities

An EU Growth issuance prospectus for non-equity securities that is drawn up in accordance with Article 15a of Regulation (EU) 2017/1129, shall contain the information referred to in Annex 35 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation.

SECTION 2

Format of the EU Follow-on prospectus and of the EU Growth issuance prospectus

Article 28e

Format of the EU Follow-on prospectus for equity securities

For equity securities referred to in Article 28a(1) of this Regulation, an EU Follow-on prospectus shall be drawn up as a single document, in accordance with Article 14a(4), second subparagraph, of Regulation (EU) 2017/1129, and shall be composed of the following elements set out in the following order:

(a)

a table of contents;

(b)

a summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129;

(c)

the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)

the other information referred to in Annex 30 to this Regulation based on the order of sections set out in that Annex;

(e)

where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Follow-on prospectus.

Article 28f

Format of the EU Growth issuance prospectus for equity securities

For equity securities referred to in Article 28b(1) of this Regulation, an EU Growth issuance prospectus shall be drawn up as a single document, in accordance with Article 15a(4) of Regulation (EU) 2017/1129, and shall be composed of the following elements set out in the following order:

(a)

a table of contents;

(b)

a summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129;

(c)

the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)

the other information referred to in Annex 34 to this Regulation based on the order of sections set out in that Annex;

(e)

where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Growth issuance prospectus.

Article 28g

Format of the EU Follow-on prospectus for non-equity securities

For non-equity securities referred to in Article 28c and for equity securities referred to in Article 28a(2) of this Regulation, an EU Follow-on prospectus may be drawn up either as a single document or as separate documents, in accordance with Article 14a(4), third subparagraph, of Regulation (EU) 2017/1129.
Where an EU Follow-on prospectus, referred to in paragraph 1, is drawn up as a single document, it shall be composed of the following elements set out in the following order:

(a)

a table of contents;

(b)

a summary, where required by Article 7(1) of Regulation (EU) 2017/1129, drawn up in accordance with Article 7(12a) of that Regulation;

(c)

the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)

the other information referred to in Annex 31 to this Regulation;

(e)

where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Follow-on prospectus.

Where an EU Follow-on prospectus referred to in the first subparagraph is based solely on Annex 31 to this Regulation, the order of its sections shall be the one set out in that Annex.

Where an EU Follow-on prospectus referred to in paragraph 1 is drawn up as separate documents, the EU Follow-on registration document and the EU Follow-on securities note shall be composed of the following elements set out in the following order:

(a)

a table of contents;

(b)

the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(c)

the other information referred to in Annexes 32 and 33 to this Regulation;

(d)

where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in that EU Follow-on registration document or that EU Follow-on securities note.

Where an EU Follow-on registration document and an EU Follow-on securities note are based solely on Annexes 32 and 33 to this Regulation, the order of their sections shall be the one set out in those Annexes.

Article 28h

Format of the EU Growth issuance prospectus for non-equity securities

For non-equity securities referred to in Article 28d and for equity securities referred to in Article 28b(2) of this Regulation, an EU Growth issuance prospectus shall be drawn up as a single document, in accordance with Article 15a(4) of Regulation (EU) 2017/1129, and shall be composed of the following elements set out in the following order:

(a)

a table of contents;

(b)

a summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129;

(c)

the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)

the other information referred to in Annex 35 to this Regulation;

(e)

where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Growth issuance prospectus.

Where an EU Growth issuance prospectus referred to in the first subparagraph is based solely on Annex 35 to this Regulation, the order of its sections shall be the one set out in that Annex.

Article 28i

Format of the EU Follow-on base prospectus

Where an EU Follow-on prospectus consists of a base prospectus and is drawn up as a single document, it shall be composed of the following elements set out in the following order:

(a)

a table of contents;

(b)

a general description of the offering programme;

(c)

the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)

the other information referred to in Annex 31 and, where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Follow-on base prospectus.

Where an EU Follow-on prospectus consists of a base prospectus and is drawn up as separate documents, the EU Follow-on registration document and the EU Follow-on securities note shall be composed of the following elements set out in the following order:

(a)

a table of contents;

(b)

in the EU Follow-on securities note, a general description of the offering programme;

(c)

the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)

the other information referred to in Annexes 32 and 33 and, where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Follow-on registration document and the EU Follow-on securities note.

Where an EU Follow-on base prospectus referred to in the first subparagraph concerns a single issuer, the order of the sections of the EU Follow-on registration document shall be the one set out in Annex 32 to this Regulation.

An issuer, offeror or person asking for admission to trading on a regulated market may compile in a single document two or more base prospectuses.
Article 26 of this Regulation shall also apply to an EU Follow-on base prospectus.

Article 28j

Format of the EU Growth issuance base prospectus

Where an EU Growth issuance prospectus consists of a base prospectus, it shall be composed of the following elements set out in the following order:

(a)

a table of contents;

(b)

a general description of the offering programme;

(c)

the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)

the other information referred to in Annex 35 and, where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Growth issuance base prospectus.

Where an EU Growth issuance base prospectus concerns a single issuer, the order of the information set out in sections 2 to 8 of Annex 35 to this Regulation shall be followed.

An issuer or offeror may compile in a single document two or more base prospectuses.
Article 26 of this Regulation shall also apply to an EU Growth issuance base prospectus.

Article 28k

List of cross references

In an EU Follow-on prospectus for equity or non-equity securities, referred to in Articles 28e, 28g and 28i of this Regulation, where the requirement of a standardised format and sequence does not apply and the order of the information set out in the relevant Annexes is not followed by the issuer, offeror or person asking for admission to trading on a regulated market, competent authorities may request a list of cross references indicating the items of the relevant Annexes to which that information corresponds.
In an EU Growth issuance prospectus for equity or non-equity securities, referred to in Articles 28f, 28h and 28j of this Regulation, where the requirement of a standardised format and sequence does not apply and the order of the information set out in the relevant Annexes is not followed by the issuer or the offeror, competent authorities may request a list of cross references indicating the items of the relevant Annexes to which that information corresponds.
The list of cross references referred to in paragraphs 1 and 2 shall identify any items set out in the relevant Annexes that have not been included in the draft EU Follow-on prospectus or EU Growth issuance prospectus due to the nature or type of issuer, securities, offer or admission to trading.
Where no list of cross references is requested in accordance with paragraphs 1 and 2 or where no list is submitted by the issuer, offeror or, where applicable for an EU Follow-on prospectus, the person asking for admission to trading on a regulated market, it shall be indicated in the margin of the draft EU Follow-on prospectus or base prospectus, or of the draft EU Growth issuance prospectus or base prospectus, to which information in the draft prospectus or base prospectus the relevant items set out in the Annexes to this Regulation correspond.

Article 28l

EU Follow-on prospectus and EU Growth issuance prospectus summary

An overview section of an EU Follow-on prospectus or of an EU Growth issuance prospectus shall only use the term ‘summary’ if it complies with the requirements laid down in Article 7(12a) of Regulation (EU) 2017/1129.
Where the summary of an EU Follow-on prospectus or of an EU Growth issuance prospectus is to be supplemented in accordance with Article 23 of Regulation (EU) 2017/1129, the new information shall be integrated in the summary of that EU Follow-on prospectus or of that EU Growth issuance prospectus in a way that enables investors to easily identify the changes.

The new information referred to in the first subparagraph shall be integrated in the summary of the EU Follow-on prospectus or of the EU Growth issuance prospectus either by producing a new summary or by supplementing the original summary.’;

(14)

the list of annexes is amended in accordance with Annex I to this Regulation;

(15)

Annexes 3, 8, 12, 16 and 23 to 27 are deleted;

(16)

Annexes 30 to 35 are added as set out in Annex II to this Regulation.

Article 2

Entry into force

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

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

Done at Brussels, 4 March 2026.

For the Commission

The President

Ursula VON DER LEYEN

( 1 )

OJ L 168, 30.6.2017, p. 12 , ELI: http://data.europa.eu/eli/reg/2017/1129/oj .

( 2 ) Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises ( OJ L, 2024/2809, 14.11.2024, ELI: http://data.europa.eu/eli/reg/2024/2809/oj ).

( 3 ) Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 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, and repealing Commission Regulation (EC) No 809/2004 ( OJ L 166, 21.6.2019, p. 26 , ELI: http://data.europa.eu/eli/reg_del/2019/980/oj ).

( 4 ) Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 on European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds ( OJ L, 2023/2631, 30.11.2023, ELI: http://data.europa.eu/eli/reg/2023/2631/oj ).

ANNEX I

In Delegated Regulation (EU) 2019/980, the list of annexes is amended as follows:

(1)

in Part A, the entries for Annexes 3 and 8 are deleted;

(2)

in Part B, the entries for Annexes 12 and 16 are deleted;

(3)

Part D is deleted;

(4)

the following Parts F and G are added:

‘ PART F

EU FOLLOW-ON PROSPECTUS

Annex 30:

EU Follow-on prospectus for equity securities

Annex 31:

EU Follow-on prospectus for non-equity securities

Annex 32:

EU Follow-on registration document for non-equity securities

Annex 33:

EU Follow-on securities note for non-equity securities

PART G

EU GROWTH ISSUANCE PROSPECTUS

Annex 34:

EU Growth issuance prospectus for equity securities

Annex 35:

EU Growth issuance prospectus for non-equity securities’.

ANNEX II

‘

ANNEX 30

EU FOLLOW-ON PROSPECTUS FOR EQUITY SECURITIES

SECTION 1

SUMMARY

Item 1.1

A summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129.

SECTION 2

RISK FACTORS

Item 2.1

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

The risks shall be corroborated by the content of the EU Follow-on prospectus.

SECTION 3

INFORMATION ABOUT THE ISSUER

Item 3.1

Identify the company issuing securities, including:

(a)

its legal entity identifier (LEI);

(b)

its legal and commercial name;

(c)

its country of incorporation;

(d)

the website where investors can find information on the company’s business operations, the products it makes or the services it provides, the principal markets where it operates, its major shareholders, the composition of its administrative, management and supervisory bodies and of its senior management and, where applicable, information incorporated by reference;

(e)

a disclaimer that the information on the website does not form part of the EU Follow-on prospectus unless that information is incorporated by reference into the EU Follow-on prospectus.

SECTION 4

RESPONSIBILITY STATEMENT AND STATEMENT ON THE COMPETENT AUTHORITY

Item 4.1

Responsibility statement

Item 4.1.1

Identify the persons responsible for the information set out in the EU Follow-on prospectus and include a statement by those responsible for the EU Follow-on prospectus that, to the best of their knowledge, the information contained in the EU Follow-on prospectus is in accordance with the facts and that the EU Follow-on prospectus makes no omission likely to affect its import.

In the case of natural persons, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 4.1.2

Where a statement or report attributed to a person as an expert is included in the EU Follow-on prospectus, provide the following details for that person:

(a)

name;

(b)

business address;

(c)

qualifications; and

(d)

material interest (if any) in the issuer.

Where information has been sourced from a third party, identify the source(s) of the information in accordance with points (a) to (d).

Item 4.2

Statement on the competent authority

Item 4.2.1

The statement shall:

(a)

indicate the competent authority that has approved, in accordance with this Regulation, the EU Follow-on prospectus;

(b)

specify that such approval does not constitute an endorsement of the issuer or of the quality of the securities to which the EU Follow-on prospectus relates;

(c)

specify that the competent authority has only approved the EU Follow-on prospectus as meeting the standards of completeness, comprehensibility and consistency required by this Regulation; and

(d)

specify that the EU Follow-on prospectus has been drawn up in accordance with Article 14a of Regulation (EU) 2017/1129.

SECTION 5

FINANCIAL INFORMATION

Item 5.1

Financial statements

Item 5.1.1

Financial statements (annual and half-yearly) that are required to be published covering the period of 12 months prior to the approval of the EU Follow-on prospectus.

Where both annual and half-yearly financial statements have been published, only the annual statements shall be required where they postdate the half-yearly financial statements.

Item 5.2

Auditing of financial information

Item 5.2.1

The annual financial statements shall be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC and Regulation (EU) No 537/2014.

Item 5.2.2

Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the annual financial statements shall be audited or reported on as to whether or not, for the purposes of the EU Follow-on 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 shall be included in the EU Follow-on prospectus:

(a)

a prominent statement disclosing which auditing standards have been applied;

(b)

an explanation of any significant departures from the International Standards on Auditing.

Item 5.2.3

Where 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 shall be given, and such qualifications, modifications, disclaimers or emphasis of matter shall be reproduced in full.

Item 5.3

Significant change in the issuer’s financial position

Item 5.3.1

A 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 shall also be included, or an appropriate negative statement shall be included.

Item 5.4

Pro forma financial information

Item 5.4.1

In the case of a significant gross change as referred to in Article 1(e) of this Regulation, a description of how the transaction might have affected 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 shall be presented as set out in Annex 20 and shall include the information indicated therein.

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

SECTION 6

DIVIDEND POLICY

Item 6.1

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

SECTION 7

TREND INFORMATION

Item 7.1

A description of:

(a)

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 EU Follow-on prospectus, including any events reasonably likely to have a material effect on the issuer’s prospects for at least the current financial year;

(b)

information on the issuer’s short and long-term financial and non-financial business strategy and objectives.

If there is no significant change since the last financial year in the trends referred to in point (a) of this section, a statement to that effect is to be made. Other negative statements may be provided where appropriate.

The information referred to in points (a) and (b) may be provided solely on a qualitative basis. Quantitative forecasts are not required.

SECTION 8

PROFIT FORECASTS AND ESTIMATES

Item 8.1

Where an issuer has published a profit forecast or a profit estimate that remains outstanding and valid, that forecast or estimate shall be included in the EU Follow-on prospectus.

Item 8.2

If a profit forecast or profit estimate has been published and remains outstanding, but is no longer valid, a statement to that effect shall be provided along with an explanation as to why such forecast or estimate is no longer valid.

SECTION 9

DETAILS OF THE OFFER OR ADMISSION TO TRADING

Item 9.1

Terms and conditions of the offer

Item 9.1.1

Total amount of the issue or offer distinguishing between the securities offered for sale and those offered for subscription, the conditions to which the offer is subject, expected timetable, action required to apply for the offer, and the procedure for the exercise of any right of pre-emption.

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.

Item 9.1.2

Provide information regarding:

(a)

where investors may subscribe for the securities or exercise their right of pre-emption, including the negotiability of subscription rights and the treatment of subscription rights not exercised;

(b)

the method and time limits for paying up the securities and for delivery of the securities;

(c)

the duration of the offer period, including any possible amendments thereto;

(d)

an indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription; and

(e)

a description of the application process together with the issue date of new securities.

Item 9.2

Plan of distribution and allotment

Item 9.2.1

Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made.

Item 9.2.2

To 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.

Item 9.3

Pricing

Item 9.3.1

An indication of the price at which the securities will be offered.

If the price is not known, an indication of the maximum price or a description of the method for determining the price, pursuant to Article 17 of Regulation (EU) 2017/1129 and the process for its disclosure.

Item 9.4

Placing and underwriting

Item 9.4.1

Present any firm commitments to subscribe for more than 5 % of the offer and all material features of the underwriting and placement agreements.

Include the name and address of the entities agreeing to underwrite or place the issue on a firm commitment basis or under “best efforts” arrangements. Indication of the material features of the agreements, including the quotas, as well as the name and address of coordinators of the offer. 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.

Item 9.5

Admission to trading

Item 9.5.1

An indication as to whether the securities offered are or will be the object of an application for admission to trading on a regulated market, an SME Growth Market or an MTF, with a view to their distribution in a regulated market, an SME Growth Market or an MTF with an indication of the markets in question. This circumstance shall be set out, without creating the impression that the admission to trading will necessarily be approved.

If known, the earliest dates on which the securities will be admitted to trading.

Item 9.5.2

Name and address of paying agents and depository agents in each country.

SECTION 10

ESSENTIAL INFORMATION ON THE SECURITIES

Item 10.1

Terms and condition of the securities

Item 10.1.1

A description of the type and class of the securities being offered to the public or admitted to trading on a regulated market, including the international security identification number (“ISIN”).

Item 10.1.2

Legislation under which the securities have been created.

Item 10.1.3

Currency of the securities issue.

Item 10.1.4

A description of the rights attached to the securities, including any limitations of those rights, and the procedure for the exercise of those rights:

(a)

dividend rights:

(i)

fixed date(s) on which the entitlement arises;

(ii)

time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates;

(iii)

dividend restrictions and procedures for non-resident holders;

(iv)

rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments;

(b)

voting rights;

(c)

pre-emption rights in offers for subscription of securities of the same class;

(d)

right to share in the issuer’s profits;

(e)

right to share in any surplus in the event of liquidation;

(f)

redemption provisions;

(g)

conversion provisions.

Item 10.1.5

A description of any restrictions on the transferability of the securities.

Item 10.1.6

A 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.

Item 10.1.7

Where applicable, information on the underlying securities and, where applicable, on the issuer of the underlying securities in accordance with Section 3 of Chapter II of this Regulation.

Item 10.1.8

Where applicable, for depository receipts issued over shares, information in accordance with Section 1 of Annex 5 and section 1 of Annex 13 to this Regulation.

Item 10.1.9

If different from the issuer, the identity and contact details of the offeror of the securities and/or the person asking for admission to trading, including the legal entity identifier (“LEI”) where the offeror has legal personality.

Item 10.1.10

Where applicable, the potential impact on the investment in the event of resolution under Directive 2014/59/EU.

Item 10.1.11

In the case of new issues, provide a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created or issued.

SECTION 10A

UNITS OF CLOSED-END COLLECTIVE INVESTMENT UNDERTAKINGS (Where applicable)

Item 10a.1

Where applicable, for units of closed-end collective investment undertakings, information in accordance with Annex 4.

SECTION 11

REASONS FOR THE OFFER AND USE OF PROCEEDS

Item 11.1

Provide information on the reasons for the offer to the public and/or the admission to trading 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.

Item 11.2

Where the issuer is aware that the anticipated proceeds will not be sufficient to fund all proposed uses, state the amount and sources of other funds needed. Details shall 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.

SECTION 12

LOCK-UP AGREEMENTS

Item 12.1

In relation to lock-up agreements, provide details on the following:

(a)

the parties involved;

(b)

the content and exceptions of the agreement; and

(c)

an indication of the period of the lock-up.

SECTION 13

WORKING CAPITAL STATEMENT

Item 13.1

Statement 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.

SECTION 14

CONFLICTS OF INTEREST

Item 14.1

Provide information about any interests related to the issuance, including material conflicts of interest pertaining to the issue/offer, and details of the persons involved and the nature of the interests.

SECTION 15

DILUTION AND SHAREHOLDING AFTER THE ISSUANCE

Item 15.1

Present 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 securities and, separately, with the assumption that existing shareholders do take up their entitlement.

SECTION 16

DOCUMENTS AVAILABLE

Item 16.1

A statement that for the term of the EU Follow-on prospectus the following documents, where applicable, can be inspected:

(a)

the up-to-date memorandum and articles of association of the issuer;

(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 Follow-on prospectus.

Item 16.2

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

ANNEX 31

EU FOLLOW-ON PROSPECTUS FOR NON-EQUITY SECURITIES

SECTION 1

SUMMARY

Item 1

(Retail-specific)

A summary, where required by Article 7(1) of Regulation (EU) 2017/1129, drawn up in accordance with Article 7(12a) of that Regulation.

SECTION 2

RISK FACTORS

Item 2.1

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

The risks shall be corroborated by the content of the EU Follow-on prospectus.

Item 2.2

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

The risks shall be corroborated by the content of the EU Follow-on prospectus.

Category A

SECTION 3

INFORMATION ABOUT THE ISSUER

Item 3.1

Identify the company issuing the securities, including:

(a)

its legal entity identifier (LEI);

(b)

its legal and commercial name;

(c)

its country of incorporation;

(d)

(e)

a disclaimer that the information on the website does not form part of the EU Follow-on prospectus unless that information is incorporated by reference into the EU Follow-on prospectus.

SECTION 4

RESPONSIBILITY STATEMENT AND STATEMENT ON THE COMPETENT AUTHORITY

Item 4.1

Responsibility statement

Item 4.1.1

In the case of natural persons, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Category A

Item 4.1.2

Where a statement or report attributed to a person as an expert, is included in the EU Follow-on prospectus, provide the following details for that person:

(a)

name;

(b)

business address;

(c)

qualifications; and

(d)

material interest (if any) in the issuer.

Where information has been sourced from a third party, identify the source(s) of the information in accordance with points (a) to (d).

Category A

Item 4.2

Statement on the competent authority

Item 4.2.1

The statement shall:

(a)

indicate the competent authority that has approved, in accordance with this Regulation, the EU Follow-on prospectus;

(b)

specify that such approval does not constitute an endorsement of the issuer or of the quality of the securities to which the EU Follow-on prospectus relates;

(c)

specify that the competent authority has only approved the EU Follow-on prospectus as meeting the standards of completeness, comprehensibility and consistency required by this Regulation; and

(d)

specify that the EU Follow-on prospectus has been drawn up in accordance with Article 14a of Regulation (EU) 2017/1129.

Category A

SECTION 5

FINANCIAL INFORMATION

Item 5.1

Financial statements

Item 5.1.1

(Retail-specific)

Financial statements (annual and half-yearly) that are required to be published covering the period of 12 months prior to the approval of the EU Follow-on prospectus.

Where both annual and half-yearly financial statements have been published, only the annual statements shall be required where they postdate the half-yearly financial statements.

Item 5.1.2

(Wholesale-specific)

Annual financial statements that are required to be published covering the period of 12 months prior to the approval of the EU Follow-on prospectus.

Item 5.2

Auditing of financial information

Item 5.2.1

The annual financial statements shall be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC and Regulation (EU) No 537/2014.

Item 5.2.2

(a)

a prominent statement disclosing which auditing standards have been applied;

(b)

an explanation of any significant departures from the International Standards on Auditing.

Item 5.2.3

Item 5.3

Significant change in the issuer’s financial position

Item 5.3.1

SECTION 6

TREND INFORMATION

Item 6.1

A description of:

(a)

any material adverse change in the prospects of the issuer since the date of its last published audited financial statements;

(b)

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.

If there is no significant change in either of the trends referred to in point (a) or (b) of this section, a statement to that effect is to be made. Other negative statements may be provided where appropriate.

The information referred to in points (a) and (b) may be provided solely on a qualitative basis. Quantitative forecasts are not required.

SECTION 7

DETAILS OF THE OFFER OR ADMISSION TO TRADING

Item 7.1

Terms and conditions of the offer (Retail-specific)

Item 7.1.1

(Retail-specific)

The conditions to which the offer is subject, expected timetable, action required to apply for the offer, and the procedure for the exercise of any right of pre-emption.

Total amount of the securities offered to the public. 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.

Category C

Item 7.1.2

(Retail-specific)

Provide information regarding:

(a)

where investors may subscribe for the securities, including the negotiability of subscription rights and the treatment of subscription rights not exercised;

(b)

the method and time limits for paying up the securities and for delivery of the securities;

(c)

the duration of the offer period, including any possible amendments thereto;

(d)

an indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription; and

(e)

a description of the application process together with the issue date of new securities.

Category C

Item 7.2

Plan of distribution and allotment (Retail-specific)

Item 7.2.1

(Retail-specific)

Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made.

Category C

Item 7.3

Pricing (Retail-specific)

Item 7.3.1

(Retail-specific)

An indication of the expected price at which the securities will be offered.

Category C

Item 7.3.2

(Retail-specific)

If the price is not known, a description of the method for determining the price, pursuant to Article 17 of Regulation (EU) 2017/1129 and the process for its disclosure.

Category B

Item 7.3

Placing and underwriting (Retail-specific)

Item 7.3.1

(Retail-specific)

Name 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.

Where not all of the issue is underwritten, a statement of the portion not covered.

Category C

Item 7.3.2

(Retail-specific)

Indication of the overall amount of the underwriting commission and of the placing commission.

Category C

Item 7.4

Admission to trading

Item 7.4.1

Total amount of securities being admitted to trading.

Category C

Item 7.4.2

Where applicable, indicate the regulated market, 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.

Category C

Item 7.4.3

Name and address of paying agents and depository agents in each country.

Category C

SECTION 8

ESSENTIAL INFORMATION ON THE SECURITIES

Item 8.1

Terms and conditions of the securities

Item 8.1.1

A description of the type and class of the securities.

Category B

Item 8.1.2

The international security identification number (ISIN).

Category C

Item 8.1.3

Legislation under which the securities have been created.

Category A

Item 8.1.4

Currency of the security issue.

Category C

Item 8.1.5

The relative seniority of the securities in the issuer’s capital structure in the event of insolvency, including, where applicable, information on the level of subordination of the securities and the potential impact on the investment in the event of a resolution under Directive 2014/59/EU.

Category A

Item 8.1.6

A description of the rights attached to the securities, including any limitations of those rights, and the procedure for the exercise of those rights.

Category B

Item 8.1.7

(a)

The nominal interest rate;

Category C

(b)

the provisions relating to interest payable;

Category B

(c)

the date from which interest becomes payable;

Category C

(d)

the due dates for interest;

Category C

(e)

the time limit on the validity of claims to interest and repayment of principal.

Category B

Where the rate is not fixed:

(a)

a statement setting out the type of underlying;

Category A

(b)

a description of the underlying on which the rate is based;

Category C

(c)

a description of the method used to relate the rate with the underlying;

Category B

(d)

any adjustment rules with relation to events concerning the underlying;

Category C

(e)

the name of the calculation agent;

Category C

(f)

if the security has a derivative component in the interest payment, an explanation to help investors understand how the value of their investment is affected by the value of the underlying instrument(s) (Retail-specific).

Category B

Item 8.1.8

Maturity date.

Category C

Item 8.1.9

An indication of yield.

Category C

Item 8.1.10

A description of any restrictions on the transferability of the securities.

Category A

Item 8.1.11

(Retail-specific)

A 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.

Category C

Item 8.1.12

Where applicable, information on the underlying securities and, where applicable, on the issuer of the underlying securities in accordance with Section 3 of Chapter II of this Regulation.

Item 8.1.13

Category C

SECTION 9

REASONS FOR THE OFFER / EXPENSES OF THE ADMISSION TO TRADING, USE OF PROCEEDS AND, WHERE APPLICABLE, ESG-RELATED INFORMATION

Item 9.1

(Retail-specific)

Provide information on the reasons for the offer to the public and/or for the admission to trading 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.

Where the issuer is aware that the anticipated proceeds will not be sufficient to fund all proposed uses, it shall state the amount and sources of other funds needed.

Category C

Item 9.2

(Wholesale-specific)

The use and estimated net amount of the proceeds.

Category C

Item 9.3

(Wholesale-specific)

An estimate of the total expenses related to the admission to trading.

Category C

Item 9.4

Where applicable, ESG-related information in accordance with Section 3 of Chapter II of this Regulation.

SECTION 10

CONFLICTS OF INTEREST

Item 10.1

Category C

SECTION 11

DOCUMENTS AVAILABLE

Item 11.1

A statement that for the term of the EU Follow-on prospectus the following documents, where applicable, can be inspected:

(a)

the up-to-date memorandum and articles of association of the issuer;

(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 Follow-on prospectus.

Item 11.2

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

ANNEX 32

EU FOLLOW-ON REGISTRATION DOCUMENT FOR NON-EQUITY SECURITIES

SECTION 1

RISK FACTORS

Item 1.1

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

The risks shall be corroborated by the content of the EU Follow-on registration document.

SECTION 2

INFORMATION ABOUT THE ISSUER

Item 2.1

Identify the company issuing the securities, including:

(a)

its legal entity identifier (LEI);

(b)

its legal and commercial name;

(c)

its country of incorporation;

(d)

(e)

a disclaimer that the information on the website does not form part of the EU Follow-on prospectus unless that information is incorporated by reference into the EU Follow-on prospectus.

SECTION 3

RESPONSIBILITY STATEMENT AND STATEMENT ON THE COMPETENT AUTHORITY

Item 3.1

Responsibility statement

Item 3.1.1

Identify the persons responsible for the information set out in the EU Follow-on registration document and include a statement by those responsible for the EU Follow-on registration document that, to the best of their knowledge, the information contained in the EU Follow-on registration document is in accordance with the facts and that the EU Follow-on registration document makes no omission likely to affect its import.

In the case of natural persons, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 3.1.2

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

(a)

name;

(b)

business address;

(c)

qualifications; and

(d)

material interest (if any) in the issuer.

Where information has been sourced from a third party, identify the source(s) of the information in accordance with points (a) to (d).

Item 3.2

Statement on the competent authority

Item 3.2.1

The statement shall:

(a)

indicate the competent authority that has approved, in accordance with this Regulation, the EU Follow-on registration document;

(b)

specify that such approval does not constitute an endorsement of the issuer to which the EU Follow-on registration document relates;

(c)

specify that the competent authority has only approved the EU Follow-on registration document as meeting the standards of completeness, comprehensibility and consistency required by this Regulation; and

(d)

specify that the EU Follow-on registration document has been drawn up in accordance with Article 14a of Regulation (EU) 2017/1129.

SECTION 4

FINANCIAL INFORMATION

Item 4.1

Financial statements

Item 4.1.1

(Retail-specific)

Financial statements (annual and half-yearly) that are required to be published covering the period of 12 months prior to the approval of the EU Follow-on prospectus.

Where both annual and half-yearly financial statements have been published, only the annual statements shall be required where they postdate the half-yearly financial statements.

Item 4.1.2

(Wholesale-specific)

Annual financial statements that are required to be published covering the period of 12 months prior to the approval of the EU Follow-on prospectus.

Item 4.2

Auditing of financial information

Item 4.2.1

The annual financial statements shall be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC and Regulation (EU) No 537/2014.

Item 4.2.2

Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the annual financial statements shall be audited or reported on as to whether or not, for the purposes of the EU Follow-on registration document, 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 shall be included in the EU Follow-on registration document:

(a)

a prominent statement disclosing which auditing standards have been applied;

(b)

an explanation of any significant departures from the International Standards on Auditing.

Item 4.2.3

Item 4.3

Significant change in the issuer’s financial position

Item 4.3.1

SECTION 5

TREND INFORMATION

Item 5.1

A description of:

(a)

any material adverse change in the prospects of the issuer since the date of its last published audited financial statements;

(b)

The information referred to in points (a) and (b) may be provided solely on a qualitative basis. Quantitative forecasts are not required.

SECTION 6

DOCUMENTS AVAILABLE

Item 6.1

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

(a)

the up-to-date memorandum and articles of association of the issuer;

(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 Follow-on registration document.

Item 6.2

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

ANNEX 33

EU FOLLOW-ON SECURITIES NOTE FOR NON-EQUITY SECURITIES

SECTION 1

RISK FACTORS

Item 1.1

The risks shall be corroborated by the content of the EU Follow-on securities note.

Category A

SECTION 2

RESPONSIBILITY STATEMENT AND STATEMENT ON THE COMPETENT AUTHORITY

Item 2.1

Responsibility statement

Item 2.1.1

Identify the persons responsible for the information set out in the EU Follow-on securities note and include a statement by those responsible for the EU Follow-on securities note that, to the best of their knowledge, the information contained in the EU Follow-on securities note is in accordance with the facts and that the EU Follow-on securities note makes no omission likely to affect its import.

In the case of natural persons, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Category A

Item 2.1.2

Where a statement or report attributed to a person as an expert, is included in the EU Follow-on securities note, provide the following details for that person:

(a)

name;

(b)

business address;

(c)

qualifications; and

(d)

material interest (if any) in the issuer.

Where information has been sourced from a third party, identify the source(s) of the information in accordance with points (a) to (d).

Category A

Item 2.2

Statement on the competent authority

Item 2.2.1

The statement shall:

(a)

indicate the competent authority that has approved, in accordance with this Regulation, the EU Follow-on securities note;

(b)

specify that such approval does not constitute an endorsement of the issuer or of the quality of the securities to which the EU Follow-on securities note relates;

(c)

specify that the competent authority has only approved the EU Follow-on securities note as meeting the standards of completeness, comprehensibility and consistency required by this Regulation; and

(d)

specify that the EU Follow-on securities note has been drawn up in accordance with Article 14a of Regulation (EU) 2017/1129.

Category A

SECTION 3

DETAILS OF THE OFFER OR ADMISSION TO TRADING

Item 3.1

Terms and conditions of the offer (Retail-specific)

Item 3.1.1

(Retail-specific)

The conditions to which the offer is subject, expected timetable, action required to apply for the offer, and the procedure for the exercise of any right of pre-emption.

The total amount of the securities offered to the public. 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.

Category C

Item 3.1.2

(Retail-specific)

Provide information regarding:

(a)

where investors may subscribe for the securities, including the negotiability of subscription rights and the treatment of subscription rights not exercised;

(b)

the method and time limits for paying up the securities and for delivery of the securities;

(c)

the duration of the offer period, including any possible amendments thereto;

(d)

an indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription; and

(e)

a description of the application process together with the issue date of new securities.

Category C

Item 3.2

Plan of distribution and allotment (Retail-specific)

Item 3.2.1

(Retail-specific)

Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made.

Category C

Item 3.3

Pricing (Retail-specific)

Item 3.3.1

(Retail-specific)

An indication of the expected price at which the securities will be offered.

Category C

Item 3.3.2

(Retail-specific)

If the price is not known, a description of the method for determining the price, pursuant to Article 17 of Regulation (EU) 2017/1129 and the process for its disclosure.

Category B

Item 3.4

Placing and underwriting (Retail-specific)

Item 3.4.1

(Retail-specific)

Where not all of the issue is underwritten, a statement of the portion not covered.

Category C

Item 3.4.3

(Retail-specific)

Indication of the overall amount of the underwriting commission and of the placing commission.

Category C

Item 3.5

Admission to trading

Item 3.5.1

Total amount of securities being admitted to trading.

Category C

Item 3.5.2

Category C

Item 3.5.3

Name and address of paying agents and depository agents in each country.

Category C

SECTION 4

ESSENTIAL INFORMATION ON THE SECURITIES

Item 4.1

Terms and conditions of the securities

Item 4.1.1

A description of the type and the class of the securities.

Category B

Item 4.1.2

The international security identification number (ISIN).

Category C

Item 4.1.3

Legislation under which the securities have been created.

Category A

Item 4.1.4

Currency of the security issue.

Category C

Item 4.1.5

Category A

Item 4.1.6

A description of the rights attached to the securities, the procedure for the exercise of those rights and any limitations of those rights.

Category B

Item 4.1.7

(a)

The nominal interest rate;

Category C

(b)

the provisions relating to interest payable;

Category B

(c)

the date from which interest becomes payable;

Category C

(d)

the due dates for interest;

Category C

(e)

the time limit on the validity of claims to interest and repayment of principal.

Category B

Where the rate is not fixed:

(a)

a statement setting out the type of underlying;

Category A

(b)

a description of the underlying on which the rate is based;

Category C

(c)

the method used to relate the rate with the underlying;

Category B

(d)

any adjustment rules with relation to events concerning the underlying;

Category C

(e)

the name of the calculation agent;

Category C

(f)

Category B

Item 4.1.8

Maturity date.

Category C

Item 4.1.9

An indication of yield.

Category C

Item 4.1.10

A description of any restrictions on the transferability of the securities.

Category A

Item 4.1.11

(Retail-specific)

A 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.

Category C

Item 4.1.12

Where applicable, information on the underlying securities and, where applicable, on the issuer of the underlying securities in accordance with Section 3 of Chapter II of this Regulation.

Item 4.1.13

Category C

SECTION 5

REASONS FOR THE OFFER / EXPENSES OF THE ADMISSION TO TRADING, USE OF PROCEEDS AND, WHERE APPLICABLE, ESG-RELATED INFORMATION

Item 5.1

(Retail-specific)

Where the issuer is aware that the anticipated proceeds will not be sufficient to fund all proposed uses, it shall state the amount and sources of other funds needed.

Category C

Item 5.2

(Wholesale-specific)

The use and estimated net amount of the proceeds.

Category C

Item 5.3

(Wholesale-specific)

An estimate of the total expenses related to the admission to trading.

Category C

Item 5.4

Where applicable, ESG-related information in accordance with Section 3 of Chapter II of this Regulation.

SECTION 6

CONFLICTS OF INTEREST

Item 6.1

Category C

ANNEX 34

EU GROWTH ISSUANCE PROSPECTUS FOR EQUITY SECURITIES

SECTION 1

SUMMARY

Item 1.1

A summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129.

SECTION 2

RISK FACTORS

Item 2.1

The risks shall be corroborated by the content of the EU Growth issuance prospectus.

SECTION 3

INFORMATION ABOUT THE ISSUER

Item 3.1

Identify the company issuing securities, including:

(a)

the place of registration of the issuer;

(b)

its registration number and legal entity identifier (LEI);

(c)

its legal and commercial name;

(d)

the legislation under which the issuer operates;

(e)

its country of incorporation;

(f)

the address, telephone number of its registered office (or principal place of business if different from its registered office);

(g)

the website, if any;

(h)

a disclaimer that the information on the website does not form part of the EU Growth issuance prospectus unless that information is incorporated by reference into the EU Growth issuance prospectus.

SECTION 4

RESPONSIBILITY STATEMENT AND STATEMENT ON THE COMPETENT AUTHORITY

Item 4.1

Responsibility statement

Item 4.1.1

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

In the case of natural persons, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 4.1.2

Where a statement or report attributed to a person as an expert, is included in the EU Growth issuance prospectus, provide the following details for that person:

(a)

name;

(b)

business address;

(c)

qualifications; and

(d)

material interest (if any) in the issuer.

Where information has been sourced from a third party, identify the source(s) of the information in accordance with points (a) to (d).

Item 4.2

Statement on the competent authority

Item 4.2.1

The statement shall:

(a)

indicate the competent authority that has approved, in accordance with this Regulation, the EU Growth issuance prospectus;

(b)

specify that such approval does not constitute an endorsement of the issuer or of the quality of the securities to which the EU Growth issuance prospectus relates;

(c)

specify that the competent authority has only approved the EU Growth issuance prospectus as meeting the standards of completeness, comprehensibility and consistency required by this Regulation; and

(d)

specify that the EU Growth issuance prospectus has been drawn up in accordance with Article 15a of Regulation (EU) 2017/1129.

SECTION 5

GROWTH STRATEGY AND BUSINESS OVERVIEW

Item 5.1

Growth strategy and objectives

Item 5.1.1

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

Item 5.2

Principal activities and markets

Item 5.2.1

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

(a)

the main categories of products sold and/or services performed;

(b)

an indication of any significant new products, services or activities that have been introduced since the publication of the latest audited financial statements;

(c)

a description of the principal markets in which the issuer operates, including market growth, trends and competitive situation.

Item 5.3

Investments

Item 5.3.1

To the extent not covered elsewhere in the EU Growth issuance prospectus, a description (including the amount) of the issuer’s material investments from the end of the period covered by the historical financial information included in the EU Growth issuance prospectus up to the date of the EU Growth issuance prospectus and, if relevant, a description of any material investments of the issuer that are in progress or for which firm commitments have already been made.

Item 5.4

Profit forecasts and estimates

Item 5.4.1

Where an issuer has published a profit forecast or a profit estimate that remains outstanding and valid, that forecast or estimate shall be included in the EU Growth issuance prospectus.

Item 5.4.2

SECTION 6

ORGANISATIONAL STRUCTURE

Item 6.1

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

SECTION 7

CORPORATE GOVERNANCE

Item 7.1

Provide the following information for the members of the administrative, management and/or supervisory bodies, 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, and, in the case of a limited partnership with a share capital, partners with unlimited liability:

(a)

names, business addresses and functions within the issuer of those persons, details on their relevant management expertise and experience and an indication of the principal activities performed by them outside of the issuer where these are significant with respect to that issuer;

(b)

details of the nature of any family relationship between any of those persons;

(c)

details, for at least the last five years, of any convictions in relation to fraudulent offences and 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. If there is no such information required to be disclosed, a statement to that effect is to be made.

SECTION 8

FINANCIAL INFORMATION

Item 8.1

Financial statements

Item 8.1.1

Financial statements (annual and half-yearly) that are required to be published covering the period of 12 months prior to the approval of the EU Growth issuance prospectus (or a shorter period when the issuer has been in operation for less than 12 months).

Where both annual and half-yearly financial statements have been published, only the annual statements shall be required where they postdate the half-yearly financial statements.

Item 8.2

Accounting standards

Item 8.2.1

The financial information shall 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 shall be prepared according to:

(a)

a Member State’s national accounting standards for issuers from the EEA, as required by Directive 2013/34/EU;

(b)

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 accordance with that Regulation.

Item 8.2.2

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

(a)

the balance sheet;

(b)

the income statement;

(c)

the accounting policies and explanatory notes.

Item 8.2.3

If the issuer prepares both stand-alone and consolidated financial statements, include or incorporate by reference at least the consolidated financial statements.

Item 8.3

Auditing of financial information

Item 8.3.2

The annual financial statements shall be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC and Regulation (EU) No 537/2014.

Item 8.3.2

Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the annual financial statements shall be audited or reported on as to whether or not, for the purposes of the EU Growth issuance 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 shall be included in the EU Growth issuance prospectus:

(a)

a prominent statement disclosing which auditing standards have been applied;

(b)

an explanation of any significant departures from the International Standards on Auditing.

Item 8.3.3

Item 8.4

Significant change in the issuer’s financial position

Item 8.4.1

Item 8.5

Pro forma financial information

Item 8.5.1

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

SECTION 9

MANAGEMENT REPORT INCLUDING, WHERE APPLICABLE, THE SUSTAINABILITY REPORTING

(Issuers with market capitalisation above EUR 200 000 000 only)

Item 9.1

The 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, shall be alternatively incorporated by reference or the information contained therein shall be included in the EU Growth issuance prospectus.

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

SECTION 10

DIVIDEND POLICY

Item 10.1

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

Where the issuer does not have an established dividend policy, an appropriate negative statement shall be included.

SECTION 11

DETAILS OF THE OFFER OR ADMISSION TO TRADING

Item 11.1

Terms and conditions of the offer

Item 11.1.1

Total amount of the issue/offer distinguishing the securities offered for sale and those offered for subscription, the conditions to which the offer is subject, expected timetable, action required to apply for the offer, and the procedure for the exercise of any right of pre-emption.

Item 11.1.2

Provide information regarding:

(a)

where investors may subscribe for the securities or exercise their right of pre-emption, including the negotiability of subscription rights and the treatment of subscription rights not exercised;

(b)

the method and time limits for paying up the securities and for delivery of the securities;

(c)

the duration of the offer period, including any possible amendments thereto;

(d)

an indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription; and

(e)

a description of the application process together with the issue date of new securities.

Item 11.2

Plan of distribution and allotment

Item 11.2.1

Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made.

Item 11.2.2

Item 11.3

Pricing

Item 11.3.1

An indication of the price at which the securities will be offered.

Item 11.4

Placing and underwriting

Item 11.4.2

Present any firm commitments to subscribe for more than 5 % of the offer and all material features of the underwriting and placement agreements.

Indication of the overall amount of the underwriting commission and of the placing commission.

Item 11.4.3

Name and address of paying agents and depository agents in each country.

Item 11.5

Admission to trading

Item 11.5.1

An indication as to whether the securities offered are or will be the object of an application for admission to trading on an SME Growth Market or an MTF, with a view to their distribution in an SME Growth Market or an MTF with an indication of the markets in question. This circumstance shall be set out, without creating the impression that the admission to trading will necessarily be approved.

If known, the earliest dates on which the securities will be admitted to trading.

Item 11.5.2

Where 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.

Item 11.5.3

Name and address of paying agents and depository agents in each country.

SECTION 12

ESSENTIAL INFORMATION ON THE SECURITIES

Item 12.1

Terms and condition of the securities

Item 12.1.1

A description of the type and class of the securities being offered to the public, including the international security identification number (“ISIN”).

Item 12.1.2

Legislation under which the securities have been created.

Item 12.1.3

Currency of the securities issue.

Item 12.1.4

A description of the rights attached to the securities, including any limitations of those rights, and the procedure for the exercise of those rights:

(a)

dividend rights:

(i)

fixed date(s) on which the entitlement arises;

(ii)

time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates;

(iii)

dividend restrictions and procedures for non-resident holders;

(iv)

rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments;

(b)

voting rights;

(c)

pre-emption rights in offers for subscription of securities of the same class;

(d)

right to share in the issuer’s profits;

(e)

right to share in any surplus in the event of liquidation;

(f)

redemption provisions;

(g)

conversion provisions.

Item 12.1.5

A description of any restrictions on the transferability of the securities.

Item 12.1.6

Where applicable, the information referred to in Article 5(3) of Directive (EU) 2024/2810 of the European Parliament and of the Council ( *1 ) .

Item 12.1.7

A 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.

Item 12.1.8

Where applicable, information on the underlying securities and, where applicable, on the issuer of the underlying securities in accordance with Section 3 of Chapter II of this Regulation.

Item 12.1.9

Where applicable, for depository receipts issued over shares, information in accordance with Section 1 of Annex 5 and Section 1 of Annex 13 to this Regulation.

Item 12.1.10

If different from the issuer, the identity and contact details of the offeror of the securities, including the legal entity identifier (“LEI”) where the offeror has legal personality.

Item 12.1.11

Where applicable, the potential impact on the investment in the event of resolution under Directive 2014/59/EU.

SECTION 12A

UNITS OF CLOSED-END COLLECTIVE INVESTMENT UNDERTAKINGS (Where applicable)

Item 12a.1

Where applicable, for units of closed-end collective investment undertakings, information in accordance with Annex 4.

SECTION 13

REASONS FOR THE OFFER AND USE OF PROCEEDS

Item 13.1

Provide information on the reasons for the offer to the public 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.

Item 13.2

Item 13.3

Provide an explanation of how the proceeds from the offer align with the business strategy and strategic objectives.

SECTION 14

WORKING CAPITAL STATEMENT

Item 14.1

SECTION 15

CONFLICTS OF INTEREST

Item 15.1

SECTION 16

DILUTION AND SHAREHOLDING AFTER THE ISSUANCE

Item 16.1

SECTION 17

DOCUMENTS AVAILABLE

Item 17.1

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

(a)

the up-to-date memorandum and articles of association of the issuer;

(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 prospectus.

Item 17.2

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

( *1 ) Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility (OJ L, 2024/2810, 14.11.2024, ELI: http://data.europa.eu/eli/dir/2024/2810/oj).

ANNEX 35

EU GROWTH ISSUANCE PROSPECTUS FOR NON-EQUITY SECURITIES

SECTION 1

SUMMARY

Item 1

A summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129.

SECTION 2

RISK FACTORS

Item 2.1

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

The risks shall be corroborated by the content of the EU Growth issuance prospectus.

Item 2.2

A description of the material risks, in a limited number of categories, that are specific to the securities being offered to the public, in a section headed “Risk Factors”.

The risks shall be corroborated by the content of the EU Growth issuance prospectus.

Category A

SECTION 3

INFORMATION ABOUT THE ISSUER

Item 3.1

Identify the company issuing the securities, including:

(a)

the place of registration of the issuer;

(b)

its registration number and legal entity identifier (“LEI”);

(c)

its legal and commercial name;

(d)

the legislation under which the issuer operates;

(e)

its country of incorporation;

(f)

the address, telephone number of its registered office (or principal place of business if different from its registered office);

(g)

the website, if any;

(h)

a disclaimer that the information on the website does not form part of the EU Growth issuance prospectus unless that information is incorporated by reference into the EU Growth issuance prospectus;

(i)

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

Item 3.2

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

SECTION 4

RESPONSIBILITY STATEMENT AND STATEMENT ON THE COMPETENT AUTHORITY

Item 4.1

Responsibility statement

Item 4.1.1

In the case of natural persons, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Category A

Item 4.1.2

Where a statement or report attributed to a person as an expert, is included in the EU Growth issuance prospectus, provide the following details for that person:

(a)

name;

(b)

business address;

(c)

qualifications; and

(d)

material interest (if any) in the issuer.

Where information has been sourced from a third party, identify the source(s) of the information in accordance with points (a) to (d).

Category A

Item 4.2

Statement on the competent authority

Item 4.2.1

The statement shall:

(a)

indicate the competent authority that has approved, in accordance with this Regulation, the EU Growth issuance prospectus;

(b)

specify that such approval does not constitute an endorsement of the issuer or of the quality of the securities to which the EU Growth issuance prospectus relates;

(c)

specify that the competent authority has only approved the EU Growth issuance prospectus as meeting the standards of completeness, comprehensibility and consistency required by this Regulation; and

(d)

specify that the EU Growth issuance prospectus has been drawn up in accordance with Article 15a of Regulation (EU) 2017/1129.

Category A

SECTION 5

GROWTH STRATEGY AND BUSINESS OVERVIEW

Item 5.1

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

Item 5.2

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

(a)

the main categories of products sold and/or services performed;

(b)

an indication of any significant new products, services or activities;

(c)

the principal markets in which the issuer operates.

SECTION 6

ORGANISATIONAL STRUCTURE

Item 6.1

SECTION 7

CORPORATE GOVERNANCE

Item 7.1

Provide a brief description of board practices and governance.

Item 7.2

Provide 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:

(a)

members of the administrative, management and/or supervisory bodies;

(b)

partners with unlimited liability, in the case of a limited partnership with a share capital.

SECTION 8

FINANCIAL INFORMATION

Item 8.1

Financial statements

Item 8.1.1

Where both annual and half-yearly financial statements have been published, only the annual statements shall be required where they postdate the half-yearly financial statements.

Item 8.2

Accounting standards

Item 8.2.1

The financial information shall 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 shall be prepared according to:

(a)

a Member State’s national accounting standards for issuers from the EEA, as required by Directive 2013/34/EU;

(b)

Item 8.2.2

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

(a)

the balance sheet;

(b)

the income statement;

(c)

the accounting policies and explanatory notes.

Item 8.2.3

If the issuer prepares both stand-alone and consolidated financial statements, include or incorporate by reference at least the consolidated financial statements.

Item 8.3

Auditing of financial information

Item 8.3.1

The annual financial statements shall be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC and Regulation (EU) No 537/2014.

Item 8.3.2

Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the annual financial statements shall be audited or reported on as to whether or not, for the purposes of the EU Growth issuance 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 shall be included in the EU Growth issuance prospectus:

(a)

a prominent statement disclosing which auditing standards have been applied;

(b)

an explanation of any significant departures from the International Standards on Auditing.

Item 8.3.3

Item 8.4

Significant change in the issuer’s financial position

Item 8.4.1

SECTION 9

DETAILS OF THE OFFER OR ADMISSION TO TRADING

Item 9.1

Terms and conditions of the offer

Item 9.1.1

The conditions to which the offer is subject, expected timetable, action required to apply for the offer, and the procedure for the exercise of any right of pre-emption.

Category C

Item 9.1.2

Provide information regarding:

(a)

where investors may subscribe for the securities, including the negotiability of subscription rights and the treatment of subscription rights not exercised;

(b)

the method and time limits for paying up the securities and for delivery of the securities;

(c)

the duration of the offer period, including any possible amendments thereto;

(d)

an indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription; and

(e)

a description of the application process together with the issue date of new securities.

Category C

Item 9.2

Plan of distribution and allotment

Item 9.2.1

Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made.

Category C

Item 9.3

Pricing

Item 9.3.1

An indication of the expected price at which the securities will be offered.

Category C

Item 9.3.2

If the price is not known, a description of the method for determining the price, pursuant to Article 17 of Regulation (EU) 2017/1129 and the process for its disclosure.

Category B

Item 9.4

Placing and underwriting

Item 9.4.1

Where not all of the issue is underwritten, a statement of the portion not covered.

Category C

Item 9.4.2

Indication of the overall amount of the underwriting commission and of the placing commission.

Category C

Item 9.5

Admission to trading

Item 9.5.1

Where 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.

Category C

Item 9.5.2

Where 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.

Category C

Item 9.5.3

Name and address of paying agents and depository agents in each country.

Category C

SECTION 10

ESSENTIAL INFORMATION ON THE SECURITIES

Item 10.1

Terms and conditions of the securities

Item 10.1.1

A description of the type and the class of the securities.

Category B

Item 10.1.2

The international security identification number (ISIN).

Category C

Item 10.1.3

Legislation under which the securities have been created.

Category A

Item 10.1.4

Currency of the security issue.

Category C

Item 10.1.5

Category A

Item 10.1.6

A description of the rights attached to the securities, the procedure for the exercise of those rights and any limitations of those rights.

Category B

Item 10.1.7

(a)

The nominal interest rate;

Category C

(b)

the provisions relating to interest payable;

Category B

(c)

the date from which interest becomes payable;

Category C

(d)

the due dates for interest;

Category C

(e)

the time limit on the validity of claims to interest and repayment of principal.

Category B

Where the rate is not fixed:

(a)

a statement setting out the type of underlying;

Category A

(b)

a description of the underlying on which the rate is based;

Category C

(c)

the method used to relate the rate with the underlying;

Category B

(d)

any adjustment rules with relation to events concerning the underlying;

Category C

(e)

the name of the calculation agent;

Category C

(f)

Category B

Item 10.1.8

Maturity date.

Category C

Item 10.1.9

An indication of yield.

Category C

Item 10.1.10

A description of any restrictions on the transferability of the securities.

Category A

Item 10.1.11

A 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.

Category C

Item 10.1.12

Where applicable, information on the underlying securities and, where applicable, on the issuer of the underlying securities, in accordance with Section 3 of Chapter II of this Regulation.

Item 10.1.13

If different from the issuer, the identity and contact details of the offeror of the securities, including the legal entity identifier (“LEI”) where the offeror has legal personality.

Category C

SECTION 11

REASONS FOR THE OFFER, USE OF PROCEEDS AND, WHERE APPLICABLE, ESG-RELATED INFORMATION

Item 11.1

Category C

Item 11.2

Where the issuer is aware that the anticipated proceeds will not be sufficient to fund all proposed uses, it shall state the amount and sources of other funds needed. Details shall 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.

Category C

Item 11.3

Where applicable, ESG-related information in accordance with Section 3 of Chapter II of this Regulation.

SECTION 12

CONFLICTS OF INTEREST

Item 12.1

Category C

SECTION 13

DOCUMENTS AVAILABLE

Item 13.1

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

(a)

the up-to-date memorandum and articles of association of the issuer;

(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 prospectus.

Item 13.2

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

’

ELI: http://data.europa.eu/eli/reg_del/2026/773/oj

ISSN 1977-0677 (electronic edition)

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