SECTION 1

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 1.1

Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 1.2

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

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

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

If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

Item 1.4

Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.

Item 1.5

A statement that:

SECTION 2

STATUTORY AUDITORS

Item 2.1

Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body).

Item 2.2

If auditors have resigned, been removed or have not been re-appointed during the period covered by the historical financial information, indicate details if material.

SECTION 3

RISK FACTORS

Item 3.1

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

In each category, the most material risks, in the assessment undertaken by the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence shall be set out first. The risks shall be corroborated by the content of the registration document.

SECTION 4

INFORMATION ABOUT THE ISSUER

Item 4.1

The legal and commercial name of the issuer.

Item 4.2

The place of registration of the issuer, its registration number and legal entity identifier (‘LEI’).

Item 4.3

The date of incorporation and the length of life of the issuer, except where the period is indefinite.

Item 4.4

The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus.

SECTION 5

BUSINESS OVERVIEW

Item 5.1

Principal activities

Item 5.1.1

A description of, and key factors relating to, the nature of the issuer’s operations and its principal activities, stating the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information;

Item 5.1.2

An indication of any significant new products and/or services that have been introduced and, to the extent the development of new products or services has been publicly disclosed, give the status of their development.

Item 5.2

Principal markets

A description of the principal markets in which the issuer competes, including a breakdown of total revenues by operating segment and geographic market for each financial year for the period covered by the historical financial information.

Item 5.3

The important events in the development of the issuer’s business.

Item 5.4

Strategy and objectives

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

Item 5.5

If material to the issuer’s business or profitability, summary information regarding the extent to which the issuer is dependent, on patents or licences, industrial, commercial or financial contracts or new manufacturing processes.

Item 5.6

The basis for any statements made by the issuer regarding its competitive position.

Item 5.7

Investments

Item 5.7.1

A description, (including the amount) of the issuer’s material investments for each financial year for the period covered by the historical financial information up to the date of the registration document.

Item 5.7.2

A description of any material investments of the issuer that are in progress or for which firm commitments have already been made, including the geographic distribution of these investments (home and abroad) and the method of financing (internal or external).

Item 5.7.3

Information relating to the joint ventures and undertakings in which the issuer holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.

Item 5.7.4

A description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets.

SECTION 6

ORGANISATIONAL STRUCTURE

Item 6.1

If the issuer is part of a group, a brief description of the group and the issuer’s position within the group. This may be in the form of, or accompanied by, a diagram of the organisational structure if this helps to clarify the structure.

Item 6.2

A list of the issuer’s significant subsidiaries, including name, country of incorporation or residence, the proportion of ownership interest held and, if different, the proportion of voting power held.

SECTION 7

OPERATING AND FINANCIAL REVIEW

Item 7.1

Financial condition

Item 7.1.1

To the extent not covered elsewhere in the registration document and to the extent necessary for an understanding of the issuer’s business as a whole, a fair review of the development and performance of the issuer’s business and of its position for each year and interim period for which historical financial information is required, including the causes of material changes.

The review shall be a balanced and comprehensive analysis of the development and performance of the issuer’s business and of its position, consistent with the size and complexity of the business.

To the extent necessary for an understanding of the issuer’s development, performance or position, the analysis shall include both financial and, where appropriate, non-financial Key Performance Indicators relevant to the particular business. The analysis shall, where appropriate, include references to, and additional explanations of, amounts reported in the annual financial statements.

Item 7.1.2

To the extent not covered elsewhere in the registration document and to the extent necessary for an understanding of the issuer’s business as a whole, the review shall also give an indication of:

The requirements set out in item 7.1 may be satisfied by the inclusion of the management report referred to in Articles 19 and 29 of Directive 2013/34/EU of the European Parliament and of the Council (1).

Item 7.2

Operating results

Item 7.2.1

Information regarding significant factors, including unusual or infrequent events or new developments, materially affecting the issuer’s income from operations and indicate the extent to which income was so affected.

Item 7.2.2

Where the historical financial information discloses material changes in net sales or revenues, provide a narrative discussion of the reasons for such changes.

SECTION 8

CAPITAL RESOURCES

Item 8.1

Information concerning the issuer’s capital resources (both short term and long term).

Item 8.2

An explanation of the sources and amounts of and a narrative description of the issuer’s cash flows.

Item 8.3

Information on the borrowing requirements and funding structure of the issuer.

Item 8.4

Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the issuer’s operations.

Item 8.5

Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 5.7.2

SECTION 9

REGULATORY ENVIRONMENT

Item 9.1

A description of the regulatory environment that the issuer operates in and that may materially affect its business, together with information regarding any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the issuer’s operations.

SECTION 10

TREND INFORMATION

Item 10.1

A description of:

Item 10.2

Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer’s prospects for at least the current financial year.

SECTION 11

PROFIT FORECASTS OR ESTIMATES

Item 11.1

Where an issuer has published a profit forecast or a profit estimate (which is still outstanding and valid) that forecast or estimate shall be included in the registration document. If a profit forecast or profit estimate has been published and is still outstanding, but no longer valid, then provide a statement to that effect and an explanation of why such forecast or estimate is no longer valid. Such an invalid forecast or estimate is not subject to the requirements in items 11.2 and 11.3.

Item 11.2

Where an issuer chooses to include a new profit forecast or a new profit estimate, or a previously published profit forecast or a previously published profit estimate pursuant to item 11.1, the profit forecast or estimate shall be clear and unambiguous and contain a statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.

The forecast or estimate shall comply with the following principles:

Item 11.3

The prospectus shall include a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both:

SECTION 12

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT

Item 12.1

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:

Details of the nature of any family relationship between any of the persons referred to in points (a) to (d).

In the case of each member of the administrative, management or supervisory bodies of the issuer and of each person referred to in points (b) and (d) of the first subparagraph, details of that person’s relevant management expertise and experience and the following information:

If there is no such information required to be disclosed, a statement to that effect is to be made.

Item 12.2

Administrative, management and supervisory bodies and senior management conflicts of interests

Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 12.1, and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, a statement to that effect must be made.

Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in item 12.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management.

Details of any restrictions agreed by the persons referred to in item 12.1 on the disposal within a certain period of time of their holdings in the issuer’s securities.

SECTION 13

REMUNERATION AND BENEFITS

In relation to the last full financial year for those persons referred to in points (a) and (d) of the first subparagraph of item 12.1:

Item 13.1

The amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its subsidiaries by any person.

That information must be provided on an individual basis unless individual disclosure is not required in the issuer’s home country and is not otherwise publicly disclosed by the issuer.

Item 13.2

The total amounts set aside or accrued by the issuer or its subsidiaries to provide for pension, retirement or similar benefits.

SECTION 14

BOARD PRACTICES

In relation to the issuer’s last completed financial year, and unless otherwise specified, with respect to those persons referred to in point (a) of the first subparagraph of item 12.1.

Item 14.1

Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office.

Item 14.2

Information about members of the administrative, management or supervisory bodies’ service contracts with the issuer or any of its subsidiaries providing for benefits upon termination of employment, or an appropriate statement to the effect that no such benefits exist.

Item 14.3

Information about the issuer’s audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committee operates.

Item 14.4

A statement as to whether or not the issuer complies with the corporate governance regime(s) applicable to the issuer. In the event that the issuer does not comply with such a regime, a statement to that effect must be included together with an explanation regarding why the issuer does not comply with such regime.

Item 14.5

Potential material impacts on the corporate governance, including future changes in the board and committees composition (in so far as this has been already decided by the board and/or shareholders meeting).

SECTION 15

EMPLOYEES

Item 15.1

Either the number of employees at the end of the period or the average for each financial year for the period covered by the historical financial information up to the date of the registration document (and changes in such numbers, if material) and, if possible and material, a breakdown of persons employed by main category of activity and geographic location. If the issuer employs a significant number of temporary employees, include disclosure of the number of temporary employees on average during the most recent financial year.

Item 15.2

Shareholdings and stock options

With respect to each person referred to in points (a) and (d) of the first subparagraph of item 12.1 provide information as to their share ownership and any options over such shares in the issuer as of the most recent practicable date.

Item 15.3

Description of any arrangements for involving the employees in the capital of the issuer.

SECTION 16

MAJOR SHAREHOLDERS

Item 16.1

In so far as is known to the issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the issuer’s capital or voting rights which is notifiable under the issuer’s national law, together with the amount of each such person’s interest, as at the date of the registration document or, if there are no such persons, an appropriate statement to that that effect that no such person exists.

Item 16.2

Whether the issuer’s major shareholders have different voting rights, or an appropriate statement to the effect that no such voting rights exist.

Item 16.3

To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused.

Item 16.4

A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.

SECTION 17

RELATED PARTY TRANSACTIONS

Item 17.1

Details of related party transactions (which for these purposes are those set out in the Standards adopted in accordance with the Regulation (EC) No 1606/2002 of the European Parliament and of the Council (2), that the issuer has entered into during the period covered by the historical financial information and up to the date of the registration document, must be disclosed in accordance with the respective standard adopted under Regulation (EC) No 1606/2002 if applicable.

If such standards do not apply to the issuer the following information must be disclosed:

SECTION 18

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

Item 18.1

Historical financial information

Item 18.1.1

Audited historical financial information covering the latest three financial years (or such shorter period as the issuer has been in operation) and the audit report in respect of each year.

Item 18.1.2

Change of accounting reference date

If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 36 months, or the entire period for which the issuer has been in operation, whichever is shorter.

Item 18.1.3

Accounting standards

The financial information must 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 must be prepared in accordance with:

Item 18.1.4

Change of accounting framework

The last audited historical financial information, containing comparative information for the previous year, must be presented and prepared in a form consistent with the accounting standards framework that will be adopted in the issuer’s next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.

Changes within the accounting framework applicable to an issuer do not require the audited financial statements to be restated solely for the purposes of the prospectus. However, if the issuer intends to adopt a new accounting standards framework in its next published financial statements, at least one complete set of financial statements (as defined by IAS 1 Presentation of Financial Statements as set out in Regulation (EC) No 1606/2002), including comparatives, must be presented in a form consistent with that which will be adopted in the issuer’s next published annual financial statements, having regard to accounting standards and policies and legislation applicable to such annual financial statements.

Item 18.1.5

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

Item 18.1.6

Consolidated financial statements

If the issuer prepares both stand-alone and consolidated financial statements, include at least the consolidated financial statements in the registration document.

Item 18.1.7

Age of financial information

The balance sheet date of the last year of audited financial information may not be older than one of the following:

Item 18.2

Interim and other financial information

Item 18.2.1

If the issuer has published quarterly or half-yearly financial information since the date of its last audited financial statements, these must be included in the registration document. If the quarterly or half-yearly financial information has been audited or reviewed, the audit or review report must also be included. If the quarterly or half-yearly financial information is not audited or has not been reviewed, state that fact.

If the registration document is dated more than nine months after the date of the last audited financial statements, it must contain interim financial information, which may be unaudited (in which case that fact must be stated) covering at least the first six months of the financial year.

Interim financial information prepared in accordance with the requirements of Regulation (EC) No 1606/2002.

For issuers not subject to Regulation (EC) No 1606/2002, the interim financial information must include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the year’s end balance sheet in accordance with the applicable financial reporting framework.

Item 18.3

Auditing of historical annual financial information

Item 18.3.1

The historical annual financial information must be independently audited. The audit report shall be prepared in accordance with the Directive 2014/56/EU of the European Parliament and Council (3) and Regulation (EU) No 537/2014 of the European Parliament and of the Council (4).

Where Directive 2014/56/EU and Regulation (EU) No 537/2014 do not apply:

Item 18.3.2

Indication of other information in the registration document that has been audited by the auditors.

Item 18.3.3

Where financial information in the registration document is not extracted from the issuer’s audited financial statements state the source of the information and state that the information is not audited.

Item 18.4

Pro forma financial information

Item 18.4.1

In the case of a significant gross change, a description of how the transaction might have affected the 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 is to be presented as set out in Annex 20 and must include the information indicated therein.

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

Item 18.5

Dividend policy

Item 18.5.1

A description of the issuer’s policy on dividend distributions and any restrictions thereon. If the issuer has no such policy, include an appropriate negative statement.

Item 18.5.2

The amount of the dividend per share for each financial year for the period covered by the historical financial information adjusted, where the number of shares in the issuer has changed, to make it comparable.

Item 18.6

Legal and arbitration proceedings

Item 18.6.1

Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement.

Item 18.7

Significant change in the issuer’s financial position

Item 18.7.1

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, or provide an appropriate negative statement.

SECTION 19

ADDITIONAL INFORMATION

Item 19.1

Share capital

The information in items 19.1.1 to 19.1.7 in the historical financial information as of the date of the most recent balance sheet:

Item 19.1.1

The amount of issued capital, and for each class of share capital:

If more than 10 % of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.

Item 19.1.2

If there are shares not representing capital, state the number and main characteristics of such shares.

Item 19.1.3

The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of the issuer.

Item 19.1.4

The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription.

Item 19.1.5

Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.

Item 19.1.6

Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option and details of such options including those persons to whom such options relate.

Item 19.1.7

A history of share capital, highlighting information about any changes, for the period covered by the historical financial information.

Item 19.2

Memorandum and Articles of Association

Item 19.2.1

The register and the entry number therein, if applicable, and a brief description of the issuer’s objects and purposes and where they can be found in the up to date memorandum and articles of association.

Item 19.2.2

Where there is more than one class of existing shares, a description of the rights, preferences and restrictions attaching to each class.

Item 19.2.3

A brief description of any provision of the issuer’s articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer.

SECTION 20

MATERIAL CONTRACTS

Item 20.1

A summary of each material contract, other than contracts entered into in the ordinary course of business, to which the issuer or any member of the group is a party, for the two years immediately preceding publication of the registration document.

A summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the group which contains any provision under which any member of the group has any obligation or entitlement which is material to the group as at the date of the registration document.

SECTION 21

DOCUMENTS AVAILABLE

Item 21.1

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

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

SECTION 1

INFORMATION TO BE DISCLOSED ABOUT THE ISSUER

Item 1.1

The issuer shall disclose information in accordance with the disclosure requirements for the registration document for equity securities laid down in Annex 1.

Item 1.2

When the universal registration document is approved, item 1.5 of Annex 1 shall be supplemented with a statement that the universal registration document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by amendments, if applicable, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129.

When the universal registration document is filed and published without prior approval, item 1.5 of Annex 1 shall be replaced with a statement that:

SECTION 1

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 1.1

Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 1.2

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

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

Where a statement or report attributed to a person as an expert is included in the Registration Document, provide the following details for that person:

If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

Item 1.4

Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.

Item 1.5

A statement that:

SECTION 2

STATUTORY AUDITORS

Item 2.1

Names of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body).

SECTION 3

RISK FACTORS

Item 3.1

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

In each category, the most material risks, in the assessment undertaken by the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence shall be set out first. The risks shall be corroborated by the content of the registration document.

SECTION 4

INFORMATION ABOUT THE ISSUER

Item 4.1

The legal and commercial name of the issuer.

Item 4.2

The domicile and legal form of the issuer, legal entity identifier (‘LEI’), the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus.

SECTION 5

BUSINESS OVERVIEW

Item 5.1

A brief description of:

Item 5.2

Investments

Item 5.2.1

A description of the issuer’s material investments made since the date of the last published financial statements and which are in progress and/or for which firm commitments have already been made, together with the anticipated source of funds.

SECTION 6

TREND INFORMATION

Item 6.1

A description of:

SECTION 7

PROFIT FORECASTS OR ESTIMATES

Item 7.1

Where an issuer has published a profit forecast or a profit estimate (which is still outstanding and valid), that forecast or estimate shall be included in the registration document. If a profit forecast or profit estimate has been published and is still outstanding, but no longer valid, then provide a statement to that effect and an explanation of why such forecast or estimate is no longer valid. Such an invalid forecast or estimate is not subject to the requirements in items 7.2 and 7.3.

Item 7.2

Where an issuer chooses to include a new profit forecast or a new profit estimate, or where the issuer includes a previously published profit forecast or a previously published profit estimate pursuant to item 7.1, the profit forecast or estimate shall be clear and unambiguous and shall contain a statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.

The forecast or estimate shall comply with the following principles:

Item 7.3

The prospectus shall include a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both:

SECTION 8

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT

Item 8.1

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:

Details of the nature of any family relationship between any of the persons referred to in points (a) to (d).

To the extent not already disclosed, and in the case of new members of the administrative, management or supervisory bodies of the issuer (since the date of the latest audited annual financial statements) and of each person referred to in points (b) and (d) of the first subparagraph the following information:

If there is no such information required to be disclosed, a statement to that effect is to be made.

Item 8.2

Potential conflicts of interest between any duties carried out on behalf of the issuer by the persons referred to in item 8.1 and their private interests or other duties must be clearly stated. In the event that there are no such conflicts a statement to that effect must be made.

Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in item 8.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management.

Details of any restrictions agreed by the persons referred to in item 8.1 on the disposal within a certain period of time of their holdings in the issuer’s securities.

SECTION 9

MAJOR SHAREHOLDERS

Item 9.1

In so far as is known to the issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the issuer’s capital or voting rights which is notifiable under the issuer’s national law, together with the amount of each such person’s interest, as of the date of the registration document or, if there are no such persons, an appropriate statement to that that effect that no such person exists.

Item 9.2

Whether the issuer’s major shareholders have different voting rights, or an appropriate statement to the effect that no such voting rights exist.

Item 9.3

To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused.

Item 9.4

A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.

SECTION 10

RELATED PARTY TRANSACTIONS

Item 10.1

Details of related party transactions (which for these purposes are those set out in the Standards adopted in accordance with Regulation (EC) No 1606/2002), that the issuer has entered into since the date of the last financial statements, must be disclosed in accordance with the respective standard adopted under Regulation (EC) No 1606/2002 if applicable.

If such standards do not apply to the issuer the following information must be disclosed:

SECTION 11

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS, AND LOSSES

Item 11.1

Financial statements

Financial statements (annual and half-yearly) are required to be published covering the period of 12 months prior to the approval of the 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 11.2

Auditing of annual financial information

Item 11.2.1

Audit report

The annual financial statements must be independently audited. The audit report shall be prepared in accordance with Directive 2014/56/EU and Regulation (EU) No 537/2014.

Where Directive 2014/56/EU and Regulation (EU) No 537/2014 do not apply:

Item 11.2.2

Indication of other information in the registration document which has been audited by the auditors.

Item 11.2.3

Where financial information in the registration document is not extracted from the issuer’s audited financial statements state the source of the data and state that the data is not audited.

Item 11.3

Legal and arbitration proceedings

Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement.

Item 11.4

Significant change in the issuer’s financial position

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, or provide an appropriate negative statement.

Item 11.5

Pro forma financial information

In the case of a significant gross change, a description of how the transaction may have affected the assets and 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 must be presented as set out in Annex 20 and must include the information indicated therein.

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

Item 11.6

Dividend policy

A description of the issuer’s policy on dividend distributions and any restrictions thereon.

Item 11.6.1

The amount of the dividend per share for the last financial year adjusted, where the number of shares in the issuer has changed, to make it comparable.

SECTION 12

ADDITIONAL INFORMATION

Item 12.1

Share capital

The information in items 12.1.1 and 12.1.2 in the annual financial statements as of the date of the most recent balance sheet.

Item 12.1.1

The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription.

Item 12.1.2

Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.

SECTION 13

REGULATORY DISCLOSURES

Item 13.1

A summary of the information disclosed under Regulation (EU) No 596/2014 over the last 12 months which is relevant as at the date of the prospectus. The summary shall be presented in an easily analysable, concise and comprehensible form and shall not be a replication of information already published under Regulation (EU) No 596/2014.

The summary shall be presented in a limited number of categories depending on their subject.

SECTION 14

MATERIAL CONTRACTS

Item 14.1

A brief summary of each material contract, other than contracts entered into in the ordinary course of business, to which the issuer or any member of the group is a party, for the two years immediately preceding publication of the registration document.

A brief summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the group which contains any provision under which any member of the group has any obligation or entitlement which is material to the group as at the date of the registration document.

SECTION 15

DOCUMENTS AVAILABLE

Item 15.1

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

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

In addition to the information required in this Annex, a collective investment undertaking must provide the information as required in sections/items 1, 2, 3, 4, 6, 7.1, 7.2.1, 8.4, 9 (although the description of the regulatory environment that the issuer operates in, need only relate to the regulatory environment relevant to issuer’s investments), 11, 12, 13, 14, 15.2, 16, 17, 18 (except for pro forma financial information), 19, 20, 21 of Annex 1, or, if the collective investment undertaking meets the requirements of Article 14(1) of Regulation (EU) 2017/1129, the following information as required under paragraphs and sections/items 1, 2, 3, 4, 7, 8, 9, 10, 11, 12, 13, 14 in Annex 3.

Where units are issued by a collective investment undertaking which is constituted as a common fund managed by a fund manager, the information referred to in sections/items 6, 12, 13, 14, 15.2, 16 and 20 of Annex 1 shall be disclosed in relation to the fund manager, while the information referred to in items 2, 4 and 18 of Annex 1 shall be disclosed in relation to both the fund and the fund manager.

SECTION 1

INVESTMENT OBJECTIVE AND POLICY

Item 1.1

Item 1.2

A description of the procedures by which the collective investment undertaking may change its investment strategy or investment policy, or both.

Item 1.3

The leverage limits of the collective investment undertaking. If there are no such limits, include a statement to that effect.

Item 1.4

The regulatory status of the collective investment undertaking together with the name of any regulator in its country of incorporation.

Item 1.5

The profile of a typical investor for whom the collective investment undertaking is designed.

Item 1.6

A statement confirming the following:

SECTION 2

INVESTMENT RESTRICTIONS

Item 2.1

A statement of the investment restrictions which apply to the collective investment undertaking, if any, and an indication of how the holders of securities will be informed of the actions that the investment manager will take in the event of a breach.

Item 2.2

Certain information is required to be disclosed, where more than 20 % of the gross assets of any collective investment undertaking (except where the registration document is being prepared for an entity as a result of the application of item 2.3 or 2.5) may be either:

The information, referred to in the introductory sentence, shall comprise the following in either of the following circumstances:

The disclosure requirement referred to in points (i) and (ii) shall not apply where the 20 % threshold is exceeded due to appreciations or depreciations, changes in exchange rates, or by reason of the receipt of rights, bonuses, benefits in the nature of capital or by reason of any other action affecting every holder of that investment, provided the investment manager has regard to the threshold when considering changes in the investment portfolio.

Where the collective investment undertaking can reasonably demonstrate to the competent authority that it is unable to access some or all of the information required under point (i), the collective investment undertaking must disclose all of the information that it is able to access, that it is aware of, and/or that it is able to ascertain from information published by the underlying issuer/collective investment undertaking/counterparty in order to satisfy as far as is practicable the requirements laid down in point (i). In this case, the prospectus must include a prominent warning that the collective investment undertaking has been unable to access specified items of information that would otherwise be required to be included in the prospectus and therefore a reduced level of disclosure has been provided in relation to a specified underlying issuer, collective investment undertaking or counterparty.

Item 2.3

Where a collective investment undertaking invests in investments in excess of 20 % of its gross assets in other collective investment undertakings (open ended and/or closed ended), a description of the investment and how the risk is spread in relation to those investments shall be disclosed. In addition, item 2.2 shall apply, in addition to all underlying investments of the collective investment undertaking as if those investments had been made directly.

Item 2.4

With reference to point (c) of item 2.2, if collateral is advanced to cover that portion of the exposure to any one counterparty in excess of 20 % of the gross assets of the collective investment undertaking, set out the details of such collateral arrangements.

Item 2.5

Where a collective investment undertaking invests in investments in excess of 40 % of its gross assets in another collective investment undertaking, then one of the following must be disclosed:

Where the collective investment undertaking can reasonably demonstrate to the competent authority that it is unable to access some or all of the information required under point (i), the collective investment undertaking must disclose all of the information that it is able to access, that it is aware of, and/or that it is able to ascertain from information published by the underlying issuer/collective investment undertaking/counterparty in order to satisfy as far as is practicable the requirements laid down in point (a). In this case, the prospectus must include a prominent warning that the collective investment undertaking has been unable to access specified items of information that would otherwise be required to be included in the prospectus and therefore a reduced level of disclosure has been provided in relation to a specified underlying issuer, collective investment undertaking or counterparty.

Item 2.6

Physical commodities

Where a collective investment undertaking invests directly in physical commodities a disclosure of that fact and the percentage of the gross assets that will be so invested.

Item 2.7

Property collective investment undertakings

Where a collective investment undertaking holds property as part of its investment objective, the percentage of the portfolio that is to be invested in property, the description of the property and any material costs relating to the acquisition and holding of such property shall be disclosed. In addition, a valuation report relating to the properties must be included.

The disclosure requirements set out in item 4.1 shall apply to:

Item 2.8

Derivatives financial instruments/money market instruments/currencies

Where a collective investment undertaking invests in derivatives, financial instruments, money market instruments or currencies other than for the purposes of efficient portfolio management namely solely for the purpose of reducing, transferring or eliminating investment risk in the underlying investments of a collective investment undertaking, including any technique or instrument used to provide protection against exchange and credit risks, a statement of whether those investments are used for hedging or for investment purposes, and a description of where and how risk is spread in relation to those investments.

Item 2.9

Item 2.2 does not apply to investment in securities issued or guaranteed by a government, government agency or instrumentality of any Member State, its regional or local authorities, or of any OECD Member State.

Item 2.10

Point (a) of item 2.2 does not apply to a collective investment undertaking whose investment objective is to track, without material modification, a broadly based and recognised published index. A statement setting out details of where information about the index can be obtained shall be included.

SECTION 3

THE APPLICANT’S SERVICE PROVIDERS

Item 3.1

The actual or estimated maximum amount of all material fees payable directly or indirectly by the collective investment undertaking for any services provided under arrangements entered into on or prior to the date of the registration document and a description of how these fees are calculated.

Item 3.2

A description of any fee payable directly or indirectly by the collective investment undertaking which cannot be quantified under item 3.1 and which is or which may be material.

Item 3.3

If any service provider to the collective investment undertaking is in receipt of any benefits from third parties (other than the collective investment undertaking) by virtue of providing any services to the collective investment undertaking, and those benefits may not accrue to the collective investment undertaking, a statement of that fact, the name of that third party, if available, and a description of the nature of the benefits shall be disclosed.

Item 3.4

The identity of the service providers and a description of their duties and the investor’s rights.

Item 3.5

A description of any material potential conflicts of interest which any of the service providers to the collective investment undertaking may have as between their duty to the collective investment undertaking and duties owed by them to third parties and their other interests. A description of any arrangements which are in place to address such potential conflicts.

SECTION 4

INVESTMENT MANAGER/ADVISERS

Item 4.1

In respect of any Investment Manager the information required to be disclosed under items 4.1 to 4.4 and, if material, under item 5.3 of Annex 1 together with a description of its regulatory status and experience.

Item 4.2

In respect of any entity providing investment advice in relation to the assets of the collective investment undertaking, the name and a brief description of the entity.

SECTION 5

CUSTODY

Item 5.1

A full description of how the assets of the collective investment undertaking will be held and by whom and any fiduciary or similar relationship between the collective investment undertaking and any third party in relation to custody:

Where a depositary, trustee, or other fiduciary is appointed, the following shall be provided:

Item 5.2

Where any entity other than those entities referred to in item 5.1, holds any assets of the collective investment undertaking, a description of how these assets are held together with a description of any additional risks.

SECTION 6

VALUATION

Item 6.1

A description of the valuation procedure and of the pricing methodology for valuing assets.

Item 6.2

Details of all circumstances in which valuations may be suspended and a statement of how such suspension will be communicated or made available to investors.

SECTION 7

CROSS LIABILITIES

Item 7.1

In the case of an umbrella collective investment undertaking, a statement of any cross liability that may occur between classes of investments in other collective investment undertakings and any action taken to limit such liability.

SECTION 8

FINANCIAL INFORMATION

Item 8.1

Where a collective investment undertaking has not commenced operations and no financial statements have been made up as at the date of the registration document, since the date of incorporation or establishment, a statement to that effect.

Where a collective investment undertaking has commenced operations, the provisions of section 18 of Annex 1 or section 11 of Annex 3 shall apply as appropriate.

Item 8.2

A comprehensive and meaningful analysis of the collective investment undertaking’s portfolio. Where the portfolio is not audited, this must be clearly marked as such.

Item 8.3

An indication of the latest net asset value of the collective investment undertaking or the latest market price of the unit or share of the collective investment undertaking. Where the net asset value or the latest market price of the unit or share is not audited, this must be clearly marked as such.

SECTION 1

INFORMATION ABOUT THE ISSUER OF THE UNDERLYING SHARES

For depository receipts issued over shares, the information about the issuer of the underlying share shall be provided in accordance with Annex 1 to this Regulation.

For depository receipts issued over shares that meet the requirements of Article 14(1) of Regulation (EU) 2017/1129, the information about the issuer of the underlying share shall be provided in accordance with Annex 3 to this Regulation.

SECTION 2

INFORMATION ABOUT THE ISSUER OF THE DEPOSITORY RECEIPTS

Primary Issuance

Secondary Issuances

Item 2.1

Name, registered office, legal entity identifier (‘LEI’) and principal administrative establishment if different from the registered office.

√

√

Item 2.2

Date of incorporation and length of life of the issuer, except where the period is indefinite.

√

√

Item 2.3

Legislation under which the issuer operates and legal form which it has adopted under that legislation.

√

√

SECTION 1

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 1.1

Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 1.2

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

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

Where a statement or report attributed to a person as an expert is included in the registration document, provide the following in relation to that person:

If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

Item 1.4

Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.

Item 1.5

A statement that:

SECTION 2

STATUTORY AUDITORS

Item 2.1

Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body).

Item 2.2

If auditors have resigned, been removed or have not been re-appointed during the period covered by the historical financial information, indicate details if material.

SECTION 3

RISK FACTORS

Item 3.1

A description of the material risks that are specific to the issuer and that may affect the issuer’s ability to fulfil its obligations under the securities, in a limited number of categories, in a section headed ‘Risk Factors’.

In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the registration document.

SECTION 4

INFORMATION ABOUT THE ISSUER

Item 4.1

History and development of the issuer

Item 4.1.1

The legal and commercial name of the issuer

Item 4.1.2

The place of registration of the issuer, its registration number and legal entity identifier (‘LEI’).

Item 4.1.3

The date of incorporation and the length of life of the issuer, except where the period is indefinite.

Item 4.1.4

The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus.

Item 4.1.5

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

Item 4.1.6

Credit ratings assigned to an issuer at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider.

Item 4.1.7

Information on the material changes in the issuer’s borrowing and funding structure since the last financial year;

Item 4.1.8

Description of the expected financing of the issuer’s activities

SECTION 5

BUSINESS OVERVIEW

Item 5.1

Principal activities

Item 5.1.1

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

Item 5.2

The basis for any statements made by the issuer regarding its competitive position.

SECTION 6

ORGANISATIONAL STRUCTURE

Item 6.1

If the issuer is part of a group, a brief description of the group and the issuer’s position within the group. This may be in the form of, or accompanied by, a diagram of the organisational structure if this helps to clarify the structure.

Item 6.2

If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence.

SECTION 7

TREND INFORMATION

Item 7.1

A description of:

If neither of the above are applicable then the issuer shall include an appropriate statement to the effect that no such changes exist.

Item 7.2

Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer’s prospects for at least the current financial year.

SECTION 8

PROFIT FORECASTS OR ESTIMATES

Item 8.1

Where an issuer includes on a voluntary basis a profit forecast or a profit estimate (which is still outstanding and valid), that forecast or estimate included in the registration document must contain the information set out in items 8.2 and 8.3. If a profit forecast or profit estimate has been published and is still outstanding, but no longer valid, then provide a statement to that effect and an explanation of why such profit forecast or estimate is no longer valid. Such an invalid forecast or estimate is not subject to the requirements in items 8.2 and 8.3.

Item 8.2

Where an issuer chooses to include a new profit forecast or a new profit estimate, or where the issuer includes a previously published profit forecast or a previously published profit estimate pursuant to item 8.1, the profit forecast or estimate shall be clear and unambiguous and contain a statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.

The forecast or estimate shall comply with the following principles:

Item 8.3

The prospectus shall include a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both:

SECTION 9

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES

Item 9.1

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:

Item 9.2

Administrative, management, and supervisory bodies’ conflicts of interests

Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 9.1, and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, a statement to that effect must be made.

SECTION 10

MAJOR SHAREHOLDERS

Item 10.1

To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused.

Item 10.2

A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.

SECTION 11

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

Item 11.1

Historical financial information

Item 11.1.1

Audited historical financial information covering the latest two financial years (or such shorter period as the issuer has been in operation) and the audit report in respect of each year.

Item 11.1.2

Change of accounting reference date

If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical financial information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is shorter.

Item 11.1.3

Accounting Standards

The financial information must 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 must be prepared in accordance with either:

Item 11.1.4

Change of accounting framework

The last audited historical financial information, containing comparative information for the previous year, must be presented and prepared in a form consistent with the accounting standards framework that will be adopted in the issuer’s next published annual financial statements.

Changes within the issuer’s existing accounting framework do not require the audited financial statements to be restated. However, if the issuer intends to adopt a new accounting standards framework in its next published financial statements, the latest year of financial statements must be prepared and audited in line with the new framework.

Item 11.1.5

Where the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following:

Item 11.1.6

Consolidated financial statements

If the issuer prepares both stand-alone and consolidated financial statements, include at least the consolidated financial statements in the registration document.

Item 11.1.7

Age of financial information

The balance sheet date of the last year of audited financial information statements may not be older than 18 months from the date of the registration document.

Item 11.2

Interim and other financial information

Item 11.2.1

If the issuer has published quarterly or half yearly financial information since the date of its last audited financial statements, these must be included in the registration document. If the quarterly or half yearly financial information has been reviewed or audited, the audit or review report must also be included. If the quarterly or half yearly financial information is not audited or has not been reviewed state that fact.

If the registration document is dated more than nine months after the date of the last audited financial statements, it must contain interim financial information, which may be unaudited (in which case that fact must be stated) covering at least the first six months of the financial year.

Interim financial information prepared in accordance with either the requirements of the Directive 2013/34/EU or Regulation (EC) No 1606/2002 as the case may be.

For issuers not subject to either Directive 2013/34/EU or Regulation (EC) No 1606/2002, the interim financial information must include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the year’s end balance sheet.

Item 11.3

Auditing of historical annual financial information

Item 11.3.1

The historical annual financial information must be independently audited. The audit report shall be prepared in accordance with the Directive 2014/56/EU and Regulation (EU) No 537/2014.

Where Directive 2014/56/EU and Regulation (EU) No 537/2014 do not apply:

Item 11.3.2

Indication of other information in the registration document which has been audited by the auditors.

Item 11.3.3

Where financial information in the registration document is not extracted from the issuer’s audited financial statements state the source of the data and state that the data is not audited.

Item 11.4

Legal and arbitration proceedings

Item 11.4.1

Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement.

Item 11.5

Significant change in the issuer’s financial position

Item 11.5.1

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 information or interim financial information have been published, or provide an appropriate negative statement.

SECTION 12

ADDITIONAL INFORMATION

Item 12.1

Share capital

The amount of the issued capital, the number and classes of the shares of which it is composed with details of their principal characteristics, the part of the issued capital still to be paid up with an indication of the number, or total nominal value and the type of the shares not yet fully paid up, broken down where applicable according to the extent to which they have been paid up.

Item 12.2

Memorandum and Articles of Association

The register and the entry number therein, if applicable, and a description of the issuer’s objects and purposes and where they can be found in the memorandum and articles of association.

SECTION 13

MATERIAL CONTRACTS

Item 13.1

A brief summary of all material contracts that are not entered into in the ordinary course of the issuer’s business, which could result in any group member being under an obligation or an entitlement that is material to the issuer’s ability to meet its obligations to security holders in respect of the securities being issued.

SECTION 14

DOCUMENTS AVAILABLE

Item 14.1

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

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

SECTION 1

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 1.1

Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 1.2

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

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

Where a statement or report attributed to a person as an expert is included in the registration document, provide the following information in relation to that person:

If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

Item 1.4

Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.

Item 1.5

A statement that:

SECTION 2

STATUTORY AUDITORS

Item 2.1

Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body).

Item 2.2

If auditors have resigned, been removed or have not been re-appointed during the period covered by the historical financial information, indicate details if material.

SECTION 3

RISK FACTORS

Item 3.1

A description of the material risks that are specific to the issuer and that may affect the issuer’s ability to fulfil its obligations under the securities, in a limited number of categories, in a section headed ‘Risk Factors’.

In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the registration document.

SECTION 4

INFORMATION ABOUT THE ISSUER

Item 4.1

History and development of the Issuer

Item 4.1.1

The legal and commercial name of the issuer

Item 4.1.2

The place of registration of the issuer, its registration number and legal entity identifier (‘LEI’).

Item 4.1.3

The date of incorporation and the length of life of the issuer, except where the period is indefinite.

Item 4.1.4

The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus.

Item 4.1.5

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

Item 4.1.6

Credit ratings assigned to the issuer at the request or with the cooperation of the issuer in the rating process.

SECTION 5

BUSINESS OVERVIEW

Item 5.1

Principal activities

Item 5.1.1

A brief description of the issuer’s principal activities stating the main categories of products sold and/or services performed.

Item 5.1.2

The basis for any statements made by the issuer regarding its competitive position.

SECTION 6

ORGANISATIONAL STRUCTURE

Item 6.1

If the issuer is part of a group, a brief description of the group and the issuer’s position within the group. This may be in the form of, or accompanied by, a diagram of the organisational structure if this helps to clarify the structure.

Item 6.2

If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence.

SECTION 7

TREND INFORMATION

Item 7.1

A description of:

If neither of the above are applicable then the issuer should include (an) appropriate negative statement(s).

SECTION 8

PROFIT FORECASTS OR ESTIMATES

Item 8.1

Where an issuer includes on a voluntary basis a profit forecast or a profit estimate, that profit forecast or estimate shall be clear and unambiguous and contain a statement setting out the principal assumptions upon which the issuer has based its forecast or estimate.

The forecast or estimate shall comply with the following principles:

Item 8.2

The prospectus shall include a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both:

SECTION 9

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES

Item 9.1

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:

Item 9.2

Administrative, management, and supervisory bodies conflicts of interests

Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 9.1, and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, a statement to that effect must be made.

SECTION 10

MAJOR SHAREHOLDERS

Item 10.1

To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused.

Item 10.2

A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.

SECTION 11

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

Item 11.1

Historical financial information

Item 11.1.1

Historical financial information covering the latest two financial years (at least 24 months) or such shorter period as the issuer has been in operation and the audit report in respect of each year.

Item 11.1.2

Change of accounting reference date

If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical financial information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is shorter.

Item 11.1.3

Accounting standards

The financial information must 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 statements must be prepared according to:

Otherwise the following information must be included in the registration document:

Item 11.1.4

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

Item 11.1.5

Consolidated financial statements

If the issuer prepares both stand-alone and consolidated financial statements, include at least the consolidated financial statements in the registration document.

Item 11.1.6

Age of financial information

The balance sheet date of the last year of audited financial information may not be older than 18 months from the date of the registration document

Item 11.2

Auditing of Historical financial information

Item 11.2.1

The historical financial information must be independently audited. The audit report shall be prepared in accordance with the Directive 2014/56/EU and Regulation (EU) No 537/2014.

Where Directive 2014/56/EU and Regulation (EU) No 537/2014 do not apply:

Item 11.2.2

Indication of other information in the registration document which has been audited by the auditors.

Item 11.2.3

Where financial information in the registration document is not extracted from the issuer’s audited financial statements state the source of the data and state that the data is not audited.

Item 11.3

Legal and arbitration proceedings

Item 11.3.1

Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement.

Item 11.4

Significant change in the issuer’s financial position

Item 11.4.1

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 information or interim financial information have been published, or provide an appropriate negative statement.

SECTION 12

MATERIAL CONTRACTS

Item 12.1

A brief summary of all material contracts that are not entered into in the ordinary course of the issuer’s business, which could result in any group member being under an obligation or entitlement that is material to the issuer’s ability to meet its obligations to security holders in respect of the securities being issued.

SECTION 13

DOCUMENTS AVAILABLE

Item 13.1

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

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

SECTION 1

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 1.1

Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 1.2

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

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

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

If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

Item 1.4

Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.

Item 1.5

A statement that:

SECTION 2

STATUTORY AUDITORS

Item 2.1

Names of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body).

SECTION 3

RISK FACTORS

Item 3.1

A description of the material risks that, are specific to the issuer and that may affect the issuer’s ability to fulfil its obligations under the securities, in a limited number of categories, in a section headed ‘Risk Factors’.

In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the registration document.

SECTION 4

INFORMATION ABOUT THE ISSUER

Item 4.1

The legal and commercial name of the issuer.

Item 4.2

The domicile and legal form of the issuer, legal entity identifier (‘LEI’), the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus.

SECTION 5

BUSINESS OVERVIEW

Item 5.1

A brief description of the issuer’s principal activities stating the main categories of products sold and/or services performed.

SECTION 6

TREND INFORMATION

Item 6.1

A description of:

If neither of points (a) or (b) are applicable, then the issuer should include an appropriate negative statement.

Item 6.2 (Retail only)

Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer’s prospects for at least the current financial year.

SECTION 7

PROFIT FORECASTS OR ESTIMATES

Item 7.1

Where an issuer includes on a voluntary basis a profit forecast or a profit estimate (which is still outstanding and valid) that forecast or estimate included in the registration document must contain the information set out in items 7.2 and 7.3. If a profit forecast or profit estimate has been published and is still outstanding, but no longer valid, then provide a statement to that effect and an explanation of why such profit forecast or estimate is no longer valid. Such an invalid forecast or estimate is not subject to the requirements in items 7.2 to 7.3.

Inclusion of the profit forecast or estimate shall be at the discretion of the issuer. Where such a forecast or estimate is included, the registration document shall contain the information set out in items 7.2 and 7.3.

Item 7.2

Where an issuer chooses to include a new profit forecast or a new profit estimate, or where the issuer includes a previously published profit forecast or a previously published profit estimate pursuant to item 7.1, the profit forecast or estimate shall be clear and unambiguous and shall contain a statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.

The forecast or estimate shall comply with the following principles:

Item 7.3

The prospectus shall include a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both:

SECTION 8

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT

Item 8.1

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:

Item 8.2

Potential conflicts of interest between any duties carried out on behalf of the issuer, by the persons referred to in item 8.1 and their private interests or other duties must be clearly stated. In the event that there are no such conflicts a statement to that effect must be made.

SECTION 9

MAJOR SHAREHOLDERS

Item 9.1

To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused.

Item 9.2

A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.

SECTION 10

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS, AND LOSSES

Item 10.1

Financial statements

Financial statements (annual and half-yearly) required to be published covering the period of 12 months prior to the approval of the 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 10.2

Auditing of annual financial information

Item 10.2.1

Audit report

The annual financial statements must be independently audited. The audit report shall be prepared in accordance with Directive 2014/56/EU and Regulation (EU) No 537/2014.

Where Directive 2014/56/EU and Regulation (EU) No 537/2014 do not apply:

Item 10.2.2

Indication of other information in the registration document which has been audited by the auditors.

Item 10.2.3

Where financial information in the registration document is not extracted from the issuer’s audited financial statements, state the source of the data and identify the data that has not been audited.

Item 10.3

Legal and arbitration proceedings

Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement.

Item 10.4

Significant change in the issuer’s financial position

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, or provide an appropriate negative statement.

SECTION 11

REGULATORY DISCLOSURES

Item 11.1

A summary of the information disclosed under Regulation (EU) No 596/2014 over the last 12 months which is relevant as at the date of the prospectus. The summary shall be presented in an easily analysable, concise and comprehensible form and shall not be a replication of information already published under Regulation (EU) No 596/2014.

The summary shall be presented in a limited number of categories depending on their subject.

SECTION 12

MATERIAL CONTRACTS

Item 12.1

A brief summary of all material contracts that are not entered into in the ordinary course of the issuer’s business, which could result in any group member being under an obligation or an entitlement that is material to the issuer’s ability to meet its obligations to security holders in respect of the securities being issued.

SECTION 13

DOCUMENTS AVAILABLE

Item 13.1

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

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

SECTION 1

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 1.1

Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 1.2

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

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

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

If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus..

Item 1.4

Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading In addition, the issuer shall identify the source(s) of the information.

Item 1.5

A statement that:

SECTION 2

STATUTORY AUDITORS

Item 2.1

Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with any membership in a professional body).

SECTION 3

RISK FACTORS

Item 3.1

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

In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the registration document.

SECTION 4

INFORMATION ABOUT THE ISSUER

Item 4.1

A statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed securities.

Item 4.2

The legal and commercial name of the issuer and the legal entity identifier (‘LEI’).

Item 4.3

The place of registration of the issuer and its registration number.

Item 4.4

The date of incorporation and the length of life of the issuer, except where the period is indefinite.

Item 4.5

The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address and telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, or website of a third party or guarantor, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus.

Item 4.6

Description of the amount of the issuer’s authorised and issued capital and the amount of any capital agreed to be issued, the number and classes of the securities of which it is composed.

SECTION 5

BUSINESS OVERVIEW

Item 5.1

A brief description of the issuer’s principal activities.

SECTION 6

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

Item 6.1

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:

SECTION 7

MAJOR SHAREHOLDERS

Item 7.1

To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom, and describe the nature of such control and describe the measures in place to ensure that such control is not abused.

SECTION 8

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION, AND PROFITS AND LOSSES

Item 8.1

Where, since the date of incorporation or establishment, an issuer has not commenced operations and no financial statements have been drawn up as at the date of the registration document, a statement to that effect shall be provided in the registration document.

Item 8.2

Historical Financial Information

Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been drawn up, the registration document must contain audited historical financial information covering the latest two financial years (at least 24 months or such shorter period as the issuer has been in operation) and the audit report in respect of each year.

Item 8.2.1

Change of accounting reference date

If the issuer has changed its accounting reference date during the period for which historical financial information is required, the historical financial information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is the shorter.

Item 8.2.2

Accounting standards

The financial information must 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 statements must be prepared in accordance with:

Item 8.2.3

Change of accounting framework

The last year’s historical financial information, containing comparative information for the previous year, must be presented and prepared in a form consistent with the accounting standards framework that will be adopted in the issuer’s next annual published financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.

Changes within the issuer’s existing accounting framework do not require the audited financial statements to be restated. However, if the issuer intends to adopt a new accounting standards framework in its next published financial statements, at least one complete set of financial statements, (as defined by IAS 1 Presentation of Financial Statements), including comparatives, must be presented in a form consistent with that which will be adopted in the issuer’s next published annual financial statements, having regard to accounting standards and policies and legislation applicable to such annual financial statements.

Item 8.2.4

Where the audited financial information is prepared according to national accounting standards, financial information required under this heading must include at least the following:

Item 8.2.a

This paragraph (items 8.2.a, 8.2.a.1, 8.2.a.2 and 8.2.a.3) may be used only for issues of asset-backed securities having a denomination per unit of at least EUR 100 000 or which are to be traded only on a regulated market, and/or a specific section thereof, to which only qualified investors have access for the purpose of trading in the securities.

Historical financial information

Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been drawn up, the registration document must contain historical financial information covering the latest two financial years (at least 24 month or such shorter period as the issuer has been in operation) and the audit report in respect of each year.

Item 8.2.a.1

Accounting standards

The financial information must be prepared according to International Financial Reporting Standards as adopted by the Union based on Regulation (EC) No 1606/2002.

If Regulation (EC) No 1606/2002 is not applicable, the financial statements must be prepared in accordance with:

Otherwise the following information must be included in the registration document:

Item 8.2.a.2

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

Item 8.2.a.3

Audit report

The historical financial information must be independently audited. The audit report shall be prepared in accordance with the Directive 2014/56/EU and Regulation (EU) No 537/2014.

Where Directive 2014/56/EU and Regulation (EU) No 537/2014 do not apply;

Item 8.3

Legal and arbitration proceedings

Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the company is aware), during a period covering at least the previous 12 months, which may have, or have had in the recent past, significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement.

Item 8.4

Material adverse change in the issuer’s financial position

Where an issuer has prepared financial statements, include a statement that there has been no material adverse change in the financial position or prospects of the issuer since the date of its last published audited financial statements. Where a material adverse change has occurred, this must be disclosed in the registration document.

SECTION 9

DOCUMENTS AVAILABLE

Item 9.1

A statement that for the term of the registration document the following documents, where applicable, may be inspected:

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

SECTION 1

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 1.1

Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 1.2

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

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

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

If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

To the extent known to the issuer, provide information in respect of any interest relating to such expert which may affect the independence of the expert in the preparation of the report.

Item 1.4

A statement that:

SECTION 2

RISK FACTORS

Item 2.1

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

In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence, shall be set out first.

The risk factors shall be corroborated by the content of the registration document.

SECTION 3

INFORMATION ABOUT THE ISSUER

Item 3.1

History and development of the issuer

The legal name of the issuer and a brief description of the issuer’s position within the national governmental framework.

Item 3.2

The domicile or geographical location and legal form of the issuer and its contact address, telephone number and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus.

Item 3.3

Any recent events relevant to the evaluation of the issuer’s solvency.

Item 3.4

A description of the issuer’s economy including:

Item 3.5

A general description of the issuer’s political system and government including details of the governing body of the issuer.

Item 3.6

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

SECTION 4

PUBLIC FINANCE AND TRADE

Item 4.1

Information on the following for the two fiscal years prior to the date of the registration document:

Description of any auditing or independent review procedures on the accounts of the issuer.

SECTION 5

SIGNIFICANT CHANGE

Item 5.1

Details of any significant changes to the information provided pursuant to item 4 which have occurred since the end of the last fiscal year, or an appropriate negative statement.

SECTION 6

LEGAL AND ARBITRATION PROCEEDINGS

Item 6.1

Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer’s financial position, or provide an appropriate negative statement.

Item 6.2

Information on any immunity the issuer may have from legal proceedings.

SECTION 7

DOCUMENTS AVAILABLE

Item 7.1

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

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

SECTION 1

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 1.1

Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 1.2

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

Where applicable, a declaration by those responsible for certain parts of the securities note that, to the best of their knowledge, the information contained in those parts of the securities note for which they are responsible is in accordance with the facts and that those parts of the securities note make no omission likely to affect their import.

Item 1.3

Where a statement or report attributed to a person as an expert, is included in the securities note, provide the following in relation to that person:

If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the securities note with the consent of the person who has authorised the contents of that part of the securities note for the purpose of the prospectus.

Item 1.4

Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.

Item 1.5

A statement that:

SECTION 2

RISK FACTORS

Item 2.1

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

In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the securities and the probability of their occurrence, shall be set out first. The risks shall be corroborated by the content of the securities note.

SECTION 3

ESSENTIAL INFORMATION

Item 3.1

Working capital statement

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

Item 3.2

Capitalisation and indebtedness

A statement of capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as of a date no earlier than 90 days prior to the date of the document. The term ‘indebtedness’ also includes indirect and contingent indebtedness.

In the case of material changes in the capitalisation and indebtedness position of the issuer within the 90 day period, additional information shall be given through the presentation of a narrative description of such changes or through the updating of those figures.

Item 3.3

Interest of natural and legal persons involved in the issue/offer

A description of any interest, including a conflict of interest that is material to the issue/offer, detailing the persons involved and the nature of the interest.

Item 3.4

Reasons for the offer and use of proceeds

Reasons for the offer and, where applicable, the estimated net amount of the proceeds broken into each principal intended use and presented in order of priority of such uses. If the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, then state the amount and sources of other funds needed. Details must be also given with regard to the use of the proceeds, in particular when they 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 4

INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING

Item 4.1

A description of the type and the class of the securities being offered and/or admitted to trading, including the international security identification number (‘ISIN’).

Item 4.2

Legislation under which the securities have been created.

Item 4.3

An indication whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records.

Item 4.4

Currency of the securities issue.

Item 4.5

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