Final Report - Europa

1 1 Thank ESMA31-62-1426 | 15 July 2020 Final Report ESMA Guidelines on disclosure requirements under the Prospectus Regulation 2 Table of contents Legislative references and acronyms and terminology used .. 3 1. Executive summary .. 9 2. Introduction .. 10 Background .. 10 Purpose and scope .. 10 General remarks .. 11 3. Feedback statement and amendments to the Guidelines .. 13 General comments on the draft Guidelines .. 13 Financial information issues .. 15 Operating and financial review (OFR) .. 15 Capital resources .. 21 Profit forecasts and estimates .. 24 Historical financial information .. 29 Pro forma information .. 34 Interim financial information .. 44 Working capital statements .. 46 Capitalisation and indebtedness statements.

2 55 Non-financial information issues .. 66 Remuneration .. 66 Related party transactions .. 67 Acquisition rights and undertaking to increase capital .. 70 Options agreements .. 71 History of share capital .. 74 Description of the rights attaching to shares of the issuer .. 75 Statements by experts .. 76 Information on holdings .. 78 Interest of natural and legal persons involved in the issue / offer .. 80 Collective investment undertakings .. 81 Annex I: Cost-benefit analysis .. 84 Annex II: SMSG advice .. 105 Annex III: The Guidelines on disclosure requirements under the Prospectus Regulation .. 111 3 Legislative references and acronyms and terminology used Legislative references Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC1 Prospectus Directive Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC2 ESMA Regulation Regulation (EU)

3 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities Authority), amending Decision 716/2009/EC and repealing Commission Decision 2009/77/EC3, as amended by Regulation (EU) 2019/21754 Commission Delegated Regulation / Commission Delegated Regulation (EU) 2019/980 Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC)

4 809/20045 Accounting Directive Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC6 IFRS International Financial Reporting standards (IFRS) as adopted in the EU pursuant to Commission Regulation 1 OJ L 168, , p. 12-82. 2 OJ L 345, , 3 OJ L 331, , p. 84-119. 4 OJ L 334, , p. 1 145. 5 OJ L 166, , p. 26-176. 6 OJ L 182, , p. 19-76. 4 (EC) 1126/2008 of 3 November 2008 adopting certain international accounting standards in accordance with Regulation (EC) 1606/2002 of the European Parliament and of the Council7 Commission Regulation (EC) 211/2007 Commission Regulation (EC) 211/2007 of 27 February 2007 amending Regulation (EC) 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards financial information in prospectuses where the issuer has a complex financial history or has made a significant financial commitment8 Regulation (EC) 809/2004 Commission Regulation (EC)

5 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements9 Transparency Directive Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC10 Shareholder Rights Directive / SRD Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies11 IAS Regulation Regulation (EC)

6 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards12 7 OJ L 320, , p. 1-481. 8 OJ L 61, , p. 24 27. 9 OJ L 149, , p. 1 126. 10 OJ L 390, , p. 38-57. 11 OJ L 184, , p. 17-24. 12 OJ L 243, , p. 1 4. 5 Acronyms and teminology used ESMA European Securities and Markets Authority ESFS European System of Financial Supervision Final Report Refers to this document: ESMA(31-62-1426) dated [XX July 2020] Consultation Paper ESMA s Consultation Paper containing the Draft Guidelines on disclosure requirements under the Prospectus Regulation (ESMA31-62-1239) dated 12 July 201913 Guidelines The Guidelines contained in Annex III of this Final Report Draft Guidelines The draft Guidelines contained in the Consultation Paper CESR Committee of European Securities Regulators CESR recommendations / ESMA recommendations update of March 2013 ESMA update of the CESR recommendations for the consistent implementation of the Commission Regulation (EC)

7 809/200414 SMSG ESMA s Securities and Markets Stakeholder Group EU / Union European Union Persons responsible for the prospectus The persons to whom responsibility for the information in a prospectus attaches, that is, as the case may be, the issuer or its administrative, management or supervisory bodies, the offeror, the persons asking for the admission to trading on a regulated market or the guarantor and any further persons responsible for the information given in the prospectus and identified as such in the prospectus Annex(es) / Annex Item Annexes (disclosure schedules) in Commission Delegated Regulation (EU) 2019/980 13 ESMA31-62-1239 Consultation Paper - Draft Guidelines on disclosure requirements under the Prospectus Regulation, 12 July 2019 14 ESMA/2013/319 ESMA update of the CESR recommendations The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive, 20 March 2013 6 Profit forecast As defined in Article 1(d) of Commission Delegated Regulation ESMA s Prospectus Regulation Q&As Questions and Answers on the Prospectus Regulation (ESMA31-62-1258)15 KPI Key performance indicator OFR Operating and financial review APM Alternative performance measure as defined in ESMA s Guidelines on APMs (ESMA/2015/1415)

8 16 Competent authority An authority responsible for approving prospectuses under the Prospectus Regulation ESG Environmental, social and governance Member State Member State of the European Union IAS International Accounting standards Supplement or amendment A supplement or amendment as referred to in the Prospectus Regulation IPO Initial public offer Non-equity securities As defined in Article 2(c) of the Prospectus Regulation Profit estimate As defined in Article 1(c) of Commission Delegated Regulation Significant gross change As defined in Article 1(e) of Commission Delegated Regulation IFRS International Financial Reporting standards Applicable accounting framework / Accounting framework For the purpose of these Guidelines any of the following: (i) International Financial Reporting standards (IFRS) as adopted in the EU pursuant to Regulation (EC) 1606/2002 on the application of international accounting standards17; or (ii) National Generally Accepted Accounting Principles (GAAP), the accounting requirements stemming 15 ESMA31-62-1258 Questions and Answers on the Prospectus Regulation.

9 Please note that this document is updated and therefore the version may change. However, the reference number remains the same. 16 ESMA/2015/1415 Alternative performance measure as defined in ESMA s Guidelines on APMs. 17 OJ L 243, , p. 1-4. 7 from the transposition of the European Accounting Directives (into the legal system of the Member States of the European Union; or (iii) GAAP laying down equivalent requirements in accordance with Commission Regulation (EC) 1569/200718 establishing a mechanism for the determination of equivalence of accounting standards applied by third country issuers of securities pursuant to Directive 2003/71/EC and 2004/109/EC of the European Parliament and of the Council for issuers that are exempted from the requirement of preparing IFRS as endorsed in the EU European Accounting Directives The Accounting Directives refer to Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements.)

10 Council Directive 91/674/EEC on annual accounts and consolidated accounts of insurance undertakings as well as Council Directive 86/635/EEC on annual accounts and consolidated accounts of banks and other financial institutions Level 2 Commission Delegated Regulation Significant financial commitment As referred to in Article 18(4) of Commission Delegated Regulation CET 1 Common Equity Tier 1 Total capital ratio / TCR As defined in Article 92(2)(c) of the Credit Requirements Regulation. Minimum Capital Requirement Minimum capital requirement as defined in Article 248 of Commission Delegated Regulation (EU) 2015/35 of 10 October 2014 supplementing Solvency II19 GAAP Generally Accepted Accounting Principles Equity securities As defined in Article 2(b) of the Prospectus Regulation Equivalent accounting framework / Equivalent third country accounting framework See Commission Decision 2008/961/EC 18 OJ L 340, , p.