ANNEX XVIII
ANNEX 23
NON-EQUITY SECURITIES ADVERTISED AS TAKING INTO ACCOUNT ESG FACTORS OR PURSUING ESG OBJECTIVES
SECTION 1 | GENERAL INFORMATION CONCERNING THE NON-EQUITY SECURITIES TO BE OFFERED/ADMITTED TO TRADING | |
Item 1 | Information concerning the non-equity securities. | |
Item 1.1 | A clear explanation to help investors understand the ESG factors taken into account by the non-equity securities or ESG objectives pursued by the non-equity securities. That explanation shall be unambiguous, fact-based and include: | Category B |
Item 1.1.1 | Where the non-equity securities offered to the public or admitted to trading on a regulated market are advertised as aligned with, eligible under or otherwise adhering to the EU taxonomy, in accordance with Regulation (EU) 2020/852 of the European Parliament and of the Council (1), clearly state which minimum percentage of the proceeds will be allocated to activities aligned with the EU taxonomy. | Category C |
Item 1.1.2 | Where the non-equity securities offered to the public or admitted to trading on a regulated market are advertised as aligned with, eligible under or otherwise adhering to a classification system other than the EU taxonomy laying down criteria determining whether an economic activity qualifies as environmentally sustainable (“third-party classification system”): clearly identify the third-party classification system and clearly state that it is not the EU taxonomy; clearly describe how the third-party classification system ensures the economic activities substantially contribute to certain environmental objectives; include an electronic a link, with a disclaimer that the information on the website does not form part of the prospectus unless it is incorporated by reference into the prospectus in accordance with Article 19 of Regulation (EU) 2017/1129, to the following, where applicable: technical screening criteria; do no significant harm principles; minimum social safeguards of the third-party classification system. Where the third-party classification system does not include any of the items (i) to (iii), clearly state that fact; | Category A |
clearly state which minimum percentage of the proceeds will be allocated to economic activities aligned with the third-party classification system. | Category C | |
Item 1.1.3 | Where the non-equity securities offered to the public or admitted to trading on a regulated market are advertised as aligned with a specific market standard or label requirements relating to the ESG factors taken into account or the ESG objectives pursued by the securities: identify the market standard or label; include an electronic link to the disclosures related to that market standard or label, such as an applicable framework, and to general information about the market standard, or label, with a disclaimer that the information on the website does not form part of the prospectus unless it is incorporated by reference into the prospectus in accordance with Article 19 of Regulation (EU) 2017/1129. | Category A |
SECTION 2 | NON-EQUITY SECURITIES WITH ESG-RELATED USE OF PROCEEDS (2) | |
Item 2.1 | In relation to non-equity securities with ESG-related use of proceeds: | |
Item 2.1.1 | Where the sustainable projects or activities are not identified at the time of the approval of the prospectus, issuers shall disclose the criteria which will be used to identify the relevant projects. A list of the sustainable projects and activities to which the proceeds from the non-equity securities are to be allocated; a description of: the goal and characteristics of the relevant sustainable projects or activities to be financed, and the criteria used to determine that such projects or activities are sustainable; any permissible deviations from that allocation including, where applicable, any terms and conditions that allow for such deviations. | Category B |
SECTION 3 | SUSTAINABILITY-LINKED NON-EQUITY SECURITIES (3) | |
Item 3.1 | In relation to sustainability-linked non-equity securities: | |
Item 3.1.1 | A description of any financial features of the securities such as interest or premium payments which are influenced by the fulfilment or failure to fulfil ESG objectives, including the means by which interest payments or redemption amounts are calculated. That disclosure shall: explain the selected key performance indicators (KPIs) and sustainability performance targets (SPTs); contain the calculation methodology of the (KPIs) and SPTs; contain information enabling investors to understand: whether the KPIs and their associated SPTs are consistent with the relevant sector-specific science-based targets (where any); the consistency of the KPIs and their associated SPTs with the issuer’s sustainability strategy. | Category B |
Item 3.1.2 | Where advanced amortisation may occur, disclosure about any impact which this may have on the sustainability performance of an investment. | Category B |
SECTION 4 | STRUCTURED NON-EQUITY SECURITIES ADVERTISED AS HAVING AN ESG COMPONENT OR PURSUING AN ESG OBJECTIVE | |
Item 4.1 | In relation to non-equity securities advertised as taking into account ESG factors or pursuing ESG objectives linked to an underlying that is material for assessing the ESG factors or ESG objectives: | |
Item 4.1.1 | Alternatively, an electronic link to the website(s) where the information referred to in points (a) and/or (b) is available, with a disclaimer that the information on the website does not form part of the prospectus unless it is incorporated by reference into the prospectus in accordance with Article 19 of Regulation (EU) 2017/1129. A description of the underlying and of the ESG features taken into account or the ESG objectives pursued by the underlying; an explanation of how the use of an underlying is compatible with the sustainability characteristics that the non-equity securities promote or with the objective of sustainable investment. | Category C |
Item 4.1.2 | Where the underlying of the securities offered to the public or admitted to trading on a regulated market is an EU Paris-aligned Benchmark or EU Climate Transition Benchmark as referred to in Regulation (EU) 2016/2011, or a benchmark complying with an ESG-related label, state that fact, identify the benchmark administrator and, where applicable, identify the ESG-related label. | Category C |
Item 4.1.3 | Where the non-equity securities do not qualify as non-equity securities with ESG-related use of proceeds, a statement that the non-equity securities do not represent a direct investment in a sustainable product or economic activities, including products or economic activities in transition finance. | Category B |
SECTION 5 | ADDITIONAL INFORMATION | |
Item 5.1 | Where the issuer chooses to use ESG ratings assigned to the non-equity securities advertised as taking into account ESG factors or pursuing ESG objectives, an electronic link to those ratings, together 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 in accordance with Article 19 of Regulation (EU) 2017/1129. | Category C |
Item 5.2 | An electronic link to the website where investors will be able to access any external review or second-party opinion by independent third parties on the non-equity securities taking into account ESG factors or pursuing ESG objectives, where any, together 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 in accordance with Article 19 of Regulation (EU) 2017/1129. | Category B |
Item 5.3 | Whether post-issuance information will be provided, together with an indication of where that information will be reported (where any). | Category B |
(1) Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment and amending Regulation (EU) 2019/2088 (OJ L 198, 22.6.2020, p. 13, ELI: http://data.europa.eu/eli/reg/2020/852/oj). (2) Non-equity securities with ESG-related use of proceeds refer to non-equity securities whose proceeds or an equivalent amount are or are to be allocated to ESG-related projects or activities. (3) Sustainability-linked non-equity securities refer to non-equity securities for which the financial and/or structural characteristics may vary depending on whether the issuer achieves predefined ESG objectives. | ||