in force 2024-12-04 MODIFIED+2,539 −2,854§
Amended by Regulation (EU) 2024/2809 32024R2809
applies from: unchanged
Sources disagree — the text comparison and the EU's own amendment metadata found this change; the amending act's instructions do not mention it. All are shown; none is overruled.
The list of sections in Annex II is restructured, replacing the eight roman-numeral headings on directors and senior management, essential information, company information, operating and financial review, directors and employees, major shareholders and related-party transactions, financial information, and additional information with a new set of nine headings covering purpose and responsible persons, strategy and business environment, management report including sustainability reporting, risk factors, corporate governance, financial information, shareholder and security holder information, dividend policy, and documents available.
The accompanying descriptive purpose statements under each heading are rewritten to match the new section titles, such as the financial information section now referring to the two latest financial years for equity securities or the last financial year for non-equity securities, and referencing Directive 2004/109/EC and Chapters 5 and 6 of Directive 2013/34/EU for management reporting.
The lettered sub-points that previously appeared under most headings (such as A to F under Additional Information or A to E under Directors, senior management and employees) are removed in the new version, except for the Consolidated statements and other financial information and Significant changes sub-points retained under Financial Information.
Cited: Annex II, v1 · Annex II, v2
text before / after
texts differ too much for an inline diff; shown separately
before (02017R1129-20240109)
ANNEX II REGISTRATION DOCUMENT I. Identity of directors, senior management, advisers and auditors The purpose is to identify the company representatives and other individuals involved in the company’s offer or admission to trading; these are the persons responsible for drawing up the prospectus and those responsible for auditing the financial statements. II. Essential information about the issuer The purpose is to summarise essential information about the company’s financial condition, capitalisation and risk factors. If the financial statements included in the document are restated to reflect material changes in the company’s group structure or accounting policies, the selected financial data must also be restated. A. Selected financial data B. Capitalisation and indebtedness (for equity securities only) C. Risk factors relating to the issuer III. Information on the company The purpose is to provide information about the company’s business operations, the products it makes or the services it provides and the factors which affect the business. It is also intended to provide information regarding the adequacy and suitability of the company’s properties, plants and equipment, as well as its plans for future capacity increases or decreases. A. History and development of the company B. Business overview C. Organisational structure D. Property, plants and equipment IV. Operating and financial review and prospects The purpose is to provide the management’s explanation of factors that have affected the company’s financial condition and results of operations for the historical periods covered by the financial statements, and management’s assessment of factors and trends which are expected to have a material effect on the company’s financial condition and results of operations in future periods. A. Operating results B. Liquidity and capital resources C. Research and development, patents and licences, etc. D. Trends V. Directors, senior management and employees The purpose is to provide information concerning the company’s directors and managers that will allow investors to assess their experience, qualifications and levels of remuneration, as well as their relationship with the company. A. Directors and senior management B. Remuneration C. Board practices D. Employees E. Share ownership VI. Major shareholders and related-party transactions The purpose is to provide information regarding the major shareholders and others that may control or have an influence on the company. It also provides information regarding the transactions the company has entered into with persons affiliated with the company and whether the terms of such transactions are fair to the company. A. Major shareholders B. Related-party transactions C. Interests of experts and advisers VII. Financial information The purpose is to specify which financial statements must be included in the document, as well as the periods to be covered, the age of the financial statements and other information of a financial nature. The accounting and auditing principles that will be accepted for use in preparation and audit of the financial statements will be determined in accordance with international accounting and auditing standards. A. Consolidated statements and other financial information B. Significant changes VIII. Additional information The purpose is to provide information, most of which is of a statutory nature, that is not covered elsewhere in the prospectus. A. Share capital B. Memorandum and articles of association C. Material contracts D. Statement by experts E. Documents on display F. Subsidiary information
after (02017R1129-20241204)
ANNEX II REGISTRATION DOCUMENT I. Purpose, persons responsible, third party information, experts’ reports and competent authority approval The purpose of this section is to provide information on the persons who are responsible for the content of the registration document and to provide comfort to investors on the accuracy of the information disclosed in the prospectus. Moreover, this section provides information on the legal basis of the prospectus and its approval by the competent authority. II. Strategy, performance and business environment The purpose of this section is to disclose information on the identity of the issuer, its business, strategy and objectives. By reading this section, investors should have a clear understanding of the issuer’s activities and the main trends affecting its performance, its organisational structure and material investments. Where applicable the issuer shall disclose in this section estimates or forecasts of its future performance. III. Management report, including sustainability reporting (equity securities only) The purpose of this section is to either incorporate by reference or include the information set out in the management reports and consolidated management reports as referred to in Article 4 of Directive 2004/109/EC, where applicable, and in Chapters 5 and 6 of Directive 2013/34/EU, for the periods covered by the historical financial information including, where applicable, the sustainability reporting. IV. Risk factors The purpose of this section is to describe the main risks faced by the issuer and their impact on the issuer’s future performance. V. Corporate governance This section shall explain the issuer’s administration and the role of the persons involved in the management of the company. For equity securities, it will furthermore provide information on the background of senior management, their remuneration and its potential link to the issuer’s performance. VI. Financial information The purpose of this section is to specify which financial statements must be included in the document covering the two latest financial years (for equity securities) or the last financial year (for non-equity securities) or such shorter period during which the issuer has been in operation and other information of a financial nature. The accounting and auditing principles that will be accepted for use in preparation and audit of the financial statements will be determined in accordance with international accounting and auditing standards. A. Consolidated statements and other financial information. B. Significant changes. VII. Shareholder and security holder information This section shall provide information on the issuer’s major shareholders, the existence of potential conflicts of interest between senior management and the issuer, the issuer’s share capital as well as information on related party transactions, legal and arbitration proceedings and material contracts. VIII. Dividend policy (equity securities only) A description of the issuer’s policy on dividend distributions and any current restrictions thereon, as well as on share repurchases. IX. Documents available The purpose of this section is to provide information on the documents that shall be available for inspection and the website where they can be inspected.