Annex III

texts differ too much for an inline diff; shown separately

before (02017R1129-20240109)

ANNEX III
SECURITIES NOTE
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. Offer statistics and expected timetable
The purpose is to provide essential information regarding the conduct of any offer and the identification of important dates relating to that offer.
A. Offer statistics
B. Method and expected timetable
III. 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. Capitalisation and indebtedness (for equity securities only)
B. Information concerning working capital (for equity securities only)
C. Reasons for the offer and use of proceeds
D. Risk factors
IV. Essential information about the securities
The purpose is to provide essential information about the securities to be offered to the public and/or admitted to trading.
A. A description of the type and class of the securities being offered to the public and/or admitted to trading
B. Currency of the securities issued
C. The relative seniority of the securities in the issuer’s capital structure in the event of the issuer’s insolvency, including, where applicable, information on the level of subordination of the securities and the potential impact on the investment in the event of a resolution under Directive 2014/59/EU
D. The dividend payout policy, provisions relating to interest payable or a description of the underlying, including the method used to relate the underlying and the rate, and an indication where information about the past and future performance of the underlying and its volatility can be obtained
E. A description of any rights attached to the securities, including any limitations of those rights, and the procedure for the exercise of those rights
V. Interests of experts
The purpose is to provide information regarding transactions the company has entered into with experts or advisers employed on a contingent basis.
VI. Details of the offer and admission to trading
The purpose is to provide information regarding the offer and the admission to trading of securities, the plan for distribution of the securities and related matters.
A. Offer and admission to trading
B. Plan for distribution
C. Markets
D. Selling securities holders
E. Dilution (for equity securities only)
F. Expenses of the issue
VII. 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. Exchange controls
B. Warning on tax consequences
C. Dividends and paying agents
D. Statement by experts
E. Documents on display

after (02017R1129-20241204)

ANNEX III
SECURITIES NOTE
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 securities note and to provide comfort to investors on the accuracy of the information disclosed in the prospectus. In addition, this section provides information on the interests of persons involved in the offer, as well as the reasons of the offer, the use of proceeds and the expenses of the offer. Moreover, this section provides information on the legal basis of the prospectus and its approval by the competent authority.
II. Working capital statement (equity securities only)
The purpose of this section is to provide information on the issuer’s working capital requirements.
III. Risk factors
The purpose of this section is to describe the main risks which are specific to the securities offered to the public or to be admitted to trading on a regulated market.
IV. Terms and conditions of the securities
The purpose of this section is to set out the terms and conditions of the securities and provides a detailed description of their characteristics.
Where applicable, this information shall include the information referred to in Article 5 of Directive (EU) 2024/2810.
V. Details of the offer/admission to trading
The purpose of this section is to provide information regarding the offer or the admission to trading on a regulated market or an MTF, including the final offer price and amount of securities (whether in number of securities or aggregate nominal amount) which will be offered, the reasons for the offer, the plan for distribution of the securities, the use of proceeds of the offer, the expenses of the issuance and offer, and dilution (for equity securities only).
VI. ESG-related information (non-equity securities only, where applicable)
The purpose of this section is to set out, where applicable, ESG-related information in accordance with the delegated act referred to in Article 13(1), second subparagraph, point (g).
VII. Information on the guarantor (non-equity securities only, where applicable)
The purpose of this section is to provide information on the guarantor of the securities, where applicable, including essential information about the guarantee attached to the securities, the risk factors and financial information specific to the guarantor.
VIII. Information on the underlying securities and the issuer of the underlying securities (where applicable)
The purpose of this section is to provide, where applicable, information on the underlying securities and, where applicable, on the issuer of the underlying securities.
IX. Information on consent (where applicable)
The purpose of this section is to provide information on the consent where the issuer or the person responsible for drawing up a prospectus consents to its use in accordance with Article 5(1).