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Annex II - REGISTRATION DOCUMENT

Comparing 09/01/2024 → 04/12/2024: 12 added, 35 removed, 8 changed Close comparison

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.

Selected financial data

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.

History and development of the company

Business overview

Organisational structure

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.

Operating results

Liquidity and capital resources

Research and development, patents and licences, etc.

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.

Directors and senior management

Remuneration

Board practices

Employees

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.

Major shareholders

Related-party transactions

Interests of experts and advisers

Share capital

Memorandum and articles of association

Material contracts

Statement by experts

Subsidiary information

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.

VII.VI. Financial information

The purpose of this section is to specify which financial statements must be included in the document,document as well ascovering the periodstwo tolatest befinancial covered,years (for equity securities) or the agelast offinancial year (for non-equity securities) or such shorter period during which the financialissuer statementshas 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.

Consolidated statements and other financial informationinformation.

Significant changeschanges.

VIII.VII. AdditionalShareholder 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.

CapitalisationVIII. andDividend indebtednesspolicy (for equity(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 on displayavailable

The purpose of this section is to provide information,information moston ofthe which is of a statutory nature,documents that isshall notbe coveredavailable elsewherefor ininspection and the prospectus.website where they can be inspected.

Official text · consolidated version 04/12/2024 (no longer in force) Open full page ↗
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