Supervisory Statement 3/2026 (WA): Level I-compliant interpretation of Delegated Regulation (EU) 2019/980 for securities prospectuses

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This supervisory statement remains in force until the amended Delegated Regulation ( EU ) 2019/980 enters into force.

19.05.2026

I. Introduction

1. Objective of the supervisory statement

As part of the Listing Act, Regulation ( EU ) 2024/2809 introduces a number of changes to the content and format of securities prospectuses (standard and base prospectuses) with effect from 5 June 2026.

The resulting amendments to Regulation ( EU ) 2017/1129 (Prospectus Regulation) will enter into force directly on this date (Level I).

In addition, the European Commission is required to make amendments to Delegated Regulation ( EU ) 2019/980 (Delegated Regulation) regarding the format and content of securities prospectuses (Level II). However, it is expected that these Level II amendments will not have entered into force by the deadline (5 June 2026).

In light of this situation and the resulting substantive legal divergence between Level I and Level II, this supervisory statement sets out the content requirements for the format of securities prospectuses which Bafin will apply when examining and approving such prospectuses from 5 June 2026 until the amended Delegated Regulation enters into force.

2. Scope

This supervisory statement is addressed to those preparing securities prospectuses for an offer to the public and/or for admission to trading on a regulated market with approval expected on or after 5 June 2026.

3. Validity period

This supervisory statement applies with immediate effect to securities prospectuses intended for approval from 5 June 2026 until the entry into force of the Regulation amending the currently applicable Delegated Regulation.

II. Level I-compliant interpretation of the currently applicable Delegated Regulation

Even after 5 June 2026, securities prospectuses will continue to be approved based on the version of the Prospectus Regulation and the Delegated Regulation in force at the time.

The Delegated Regulation currently in force will remain the legal basis for the preparation, examination and approval of prospectuses until the Regulation amending the Delegated Regulation has entered into force.

However, due to the substantive legal divergence between the version of the Prospectus Regulation applicable on 5 June 2026 and the Delegated Regulation, which will not yet have been amended by that date, Bafin interprets the currently applicable Delegated Regulation in a way that is Level I-compliant and adopts requirements from the Prospectus Regulation and its Annexes I–III, provided that

they are sufficiently specific and self-explanatory, and it is no longer possible to change the requirements as part of the ongoing legislative process to amend the Delegated Regulation due to the clear Level I requirements.

In the case of share prospectuses, this particularly concerns

the period of the historical financial information (two financial years), the inclusion of the management report, the removal of the Management’s Discussion and Analysis (MD&A) and the removal of the statement of capitalisation and indebtedness.

Bafin is not taking into account changes provided for in the current draft of the amended Delegated Regulation which are not defined in sufficient detail in the Prospectus Regulation (Level I). However, the parties drawing up prospectuses may choose to adopt the proposed further changes (such as those relating to the standardised structure of prospectuses) on a voluntary basis.

Unless it is foreseeable that the amended Delegated Regulation will already have entered into force by the planned approval date, Bafin recommends drawing up the securities prospectus based on the currently applicable Delegated Regulation (taking into account the interpretation mentioned above) and the draft version of the future Delegated Regulation. If, at the time of approval, the amended Delegated Regulation (currently in draft form) has entered into force, the information in the prospectus that is no longer required under the new rules may be retained as voluntary information.

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