SECTION 1

RISK FACTORS

Item 1.1

A description of the material risks that are specific to the issuer, in a limited number of categories, in a section headed “Risk Factors”.

In each category, the most material risks, in the assessment by the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence shall be listed in an order which is consistent with that assessment. The risks shall be corroborated by the content of the registration document.

SECTION 2

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 2.1

Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 2.2

A declaration by the persons responsible for the registration document that, to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import.

Where applicable, a declaration by the persons responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which those persons are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 2.3

Where a statement or report attributed to a person as an expert is included in the registration document, provide the following details for that person:

Where the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus / EU IPO prospectus.

Item 2.4

Where information has been sourced from a third party, confirm that that information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.

Item 2.5

A statement that:

SECTION 3

STRATEGY, PERFORMANCE AND BUSINESS ENVIRONMENT

Item 3.1

Information about the issuer:

Item 3.1.1

Information on the material changes in the issuer’s borrowing and funding structure since the end of the last financial period for which information has been provided in the registration document. Where the registration document contains interim financial information, this information may be provided since the end of the last interim period for which financial information has been included in the registration document.

Item 3.1.2

Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 3.4.2.

Item 3.2

Business overview

Item 3.2.1

Strategy and objectives

A description of the issuer’s business strategy and strategic objectives (both financial and non-financial, where any). This description shall take into account the issuer’s future challenges and prospects.

Where relevant the description shall take into account the regulatory environment in which the issuer operates.

Item 3.2.2

Principal Activities

A description of the issuer’s principal activities, including:

Item 3.2.3

Principal Markets

A description of the principal markets in which the issuer competes.

Item 3.3

Organisational structure

Item 3.3.1

Where the issuer is part of a group and where not covered elsewhere in the registration document and to the extent necessary for an understanding of the issuer’s business as a whole, a diagram of the organisational structure.

At the choice of the issuer, such diagram may be replaced, or accompanied, by a brief description of the group and the issuer’s position within the group, where that helps to clarify the structure.

Item 3.3.2

A clear statement that the issuer is dependent upon other entities within the group, where applicable, together with an explanation of that dependence.

Item 3.4

Investments

Item 3.4.1

To the extent not covered elsewhere in the registration document a description, (including the amount) of the issuer’s material investments from the end of the period covered by the historical financial information included in the prospectus / EU IPO prospectus up to the date of the registration document.

Item 3.4.2

A description of any material investments of the issuer that are in progress or for which firm commitments have already been made, including, where material to the issuer’s business, the method of financing (internal or external).

Item 3.5

Trend information

Item 3.5.1

A description of the most significant recent trends in production, sales, inventory, costs and selling prices since the end of the last financial year to the date of the registration document. The information may be provided solely on a qualitative basis. Quantitative forecasts are not required.

Item 3.6

Profit forecasts or estimates

Item 3.6.1

Where an issuer has published a profit forecast or a profit estimate (which is still outstanding and valid), that forecast or estimate shall be included in the registration document. Where a profit forecast or profit estimate has been published and is still outstanding but no longer valid, provide a statement to that effect and explain why such forecast or estimate is no longer valid. Such an invalid forecast or estimate shall not be subject to the requirements in items 3.6.2 and 3.6.3.

Item 3.6.2

Where an issuer chooses to include a new profit forecast or a new profit estimate, or a previously published profit forecast or a previously published profit estimate pursuant to item 3.6.1, the profit forecast or estimate shall be clear and unambiguous and contain a statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.

The forecast or estimate shall comply with the following principles:

Item 3.6.3

The prospectus / EU IPO prospectus shall include a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both:

SECTION 4

MANAGEMENT REPORT, INCLUDING SUSTAINABILITY REPORTING

Item 4.1

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 of the European Parliament and of the Council (1), for the periods covered by the historical financial information including, where applicable, the sustainability reporting and related assurance opinion in accordance with Directive 2013/34/EU.

SECTION 5

CORPORATE GOVERNANCE

Item 5.1

Administrative, management, and supervisory bodies and senior management

Item 5.1.1

Names, business addresses and functions within the issuer of the following persons and an indication of the principal activities performed by those persons outside of the issuer where those activities are significant with respect to that issuer:

Details of the nature of any family relationship between any of the persons referred to in points (a) to (c).

Item 5.1.2

In the case of each member of the administrative, management or supervisory bodies of the issuer and of each person referred to in item 5.1.1, points (b) and (c), details of that person’s relevant management expertise and experience and the following information:

Where there is no such information required to be disclosed, a statement to that effect shall be made.

Item 5.2

Remuneration and benefits

To the extent not covered elsewhere in the registration document in relation to the last full financial year for those persons referred to in item 5.1.1, point (a).

Item 5.2.1

The amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its subsidiaries by any person. That information shall be provided on an individual basis, unless individual disclosure is not required in the issuer’s home country or is not otherwise publicly disclosed by the issuer.

Item 5.2.2

The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits.

Item 5.3

Shareholdings and stock options

With respect to each person referred to in item 5.1.1, points (a) and (c), provide information as to their share ownership and any stock options in the issuer as of the most recent practicable date.

Item 5.4

A statement as to whether the issuer complies with the corporate governance regime(s) applicable to the issuer along with an indication of such corporate governance regime(s).

SECTION 6

FINANCIAL INFORMATION

Item 6.1

Historical financial information

Item 6.1.1

Audited historical financial information covering the latest two financial years (or such shorter period as the issuer has been in operation) and the audit report in respect of each year.

Item 6.1.2

Change of accounting reference date

Where the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 24 months or the entire period for which the issuer has been in operation, whichever is shorter.

Item 6.1.3

Accounting Standards

The financial information shall be prepared in accordance with the International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002 of the European Parliament and of the Council (2).

Where Regulation (EC) No 1606/2002 is not applicable the financial information shall be prepared in accordance with:

Item 6.1.4

Change of accounting framework

The last audited historical financial information, containing comparative information for the previous year, shall be presented and prepared in a form consistent with the accounting standards framework that will be adopted in the issuer’s next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.

Changes within the accounting framework applicable to the issuer do not require the audited financial statements to be restated. However, where the issuer intends to adopt a new accounting standards framework in its next published financial statements, at least one complete set of financial statements (as defined by IAS 1 Presentation of Financial Statements / IFRS 18 Presentation and Disclosure in Financial Statements), including comparatives, shall be prepared in a form consistent with that which will be adopted in the issuer’s next published annual financial statements, having regard to accounting standards and policies and legislation applicable to such annual financial statements.

Item 6.1.5

Audited financial information that is prepared in accordance with national accounting standards shall contain the following:

Item 6.1.6

Consolidated financial statements

Where the issuer prepares both stand-alone and consolidated financial statements, include at least the consolidated financial statements in the registration document.

Item 6.1.7

Age of Financial Information

The balance sheet date of the last year of audited financial information may not be older than one of the following:

Where the registration document contains no interim financial information, the balance sheet date of the last year of audited financial statements may not be older than 16 months from the date of the registration document.

Item 6.2

Interim and other financial information

Item 6.2.1

Where the issuer has published quarterly or half-yearly financial information since the date of its last audited financial statements, that information shall be included in the registration document. Where the quarterly or half-yearly financial information has been audited or reviewed, the audit or review report shall also be included. Where the quarterly or half-yearly financial information is not audited or has not been reviewed, state that fact.

A registration document that is dated more than nine months after the date of the last audited financial statements shall contain interim financial information, which may be unaudited (in which case that fact shall be stated) covering at least the first six months of the financial year.

Interim financial information shall be prepared in accordance with the requirements of Directive 2013/34/EU or Regulation (EC) No 1606/2002, as the case may be.

For issuers not subject to either Directive 2013/34/EU or Regulation (EC) No 1606/2002, the interim financial information shall include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the year’s end balance sheet in accordance with the applicable financial reporting framework.

Item 6.3

Auditing of annual financial information

Item 6.3.1

The historical annual financial information shall be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC of the European Parliament and of the Council (3) and Regulation (EU) No 537/2014 of the European Parliament and of the Council (4).

Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the historical financial information shall be audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view in accordance with auditing standards applicable in a Member State or an equivalent standard.

Item 6.3.1a

Where audit reports on the historical financial information have been refused by the statutory auditors or where those reports contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason shall be given, and such qualifications, modifications, disclaimers or emphasis of matter shall be reproduced in full.

Item 6.3.2

Indication of other information in the registration document, which has been audited by the auditors.

Item 6.3.3

Where financial information in the registration document is not extracted from the issuer’s audited financial statements, state the source of the information and state that the information is not audited.

Item 6.4

Significant change in the issuer’s financial position

A description of any significant change in the financial position of the group which has occurred since the end of the last financial period for which either audited financial statements or interim financial information have been published, or, where that is not the case, a statement to that effect.

Item 6.5

Pro forma financial information

In the case of a significant gross change, a description of how the transaction might have affected the assets and liabilities and earnings of the issuer, had the transaction been undertaken at the commencement of the period being reported on or at the date reported.

This requirement will normally be satisfied by the inclusion of pro forma financial information. This pro forma financial information shall be presented as set out in Annex 20 and shall contain the information indicated therein.

Pro forma financial information shall be accompanied by a report prepared by independent accountants or auditors.

SECTION 7

SHAREHOLDER AND SECURITY HOLDER INFORMATION

Item 7.1

Major shareholders

Item 7.1.1

In so far as known to the issuer, the name of any person who, directly or indirectly, has an interest in the issuer’s capital or voting rights which is equal or above 5 % of capital or total voting rights, together with the amount of each such person’s interest, as at the date of the registration document or, where there are no such persons, a statement to that effect.

Item 7.1.2

Whether the issuer’s major shareholders have different voting rights, or, where that is not the case, a statement to that effect.

Item 7.1.3

To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused.

Item 7.1.4

A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in or prevent a change in control of the issuer.

Item 7.2

Legal and arbitration proceedings

Item 7.2.1

Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer and/or group’s financial position or profitability, or, where that is not the case, a statement to that effect.

Item 7.3

Administrative, management and supervisory bodies’ and senior management’s conflicts of interests

Item 7.3.1

Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 5.1.1, and their private interests and or other duties shall be clearly stated. Where there are no such conflicts, a statement to that effect shall be made.

Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in item 5.1.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management.

Details of any restrictions agreed by the persons referred to in item 5.1.1 on the disposal within a certain period of time of their holdings in the issuer’s securities.

Item 7.4

Related party transactions

Item 7.4.1

Where the International Financial Reporting Standards adopted in accordance with Regulation (EC) No 1606/2002 do not apply to the issuer, the following information shall be disclosed for the period covered by the historical financial information and up to the date of the registration document:

Where the International Financial Reporting Standards adopted in accordance with Regulation (EC) No 1606/2002 apply to the issuer, the information set out in points (a) and (b) shall be disclosed only for transactions that have occurred since the end of the last financial period for which audited financial information have been published.

Item 7.5

Share capital

Item 7.5.1

The information in items 7.5.2 to 7.5.7 in the annual financial statements as of the date of the most recent balance sheet:

Item 7.5.2

The amount of issued capital, and for each class of share capital:

Where more than 10 % of the capital has been paid for with assets other than cash within the period covered by the annual financial statements, state that fact.

Item 7.5.2a

Where there is more than one class of existing shares:

Item 7.5.3

Where there are shares not representing capital, state the number and main characteristics of such shares.

Item 7.5.4

The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of the issuer.

Item 7.5.5

The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription.

Item 7.5.6

Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.

Item 7.5.7

Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option and details of such options, including those persons to whom such options relate.

Item 7.6

Memorandum and Articles of Association

Item 7.6.1

A brief description of any provision of the issuer’s articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer.

Item 7.7

Material contracts

Item 7.7.1

A brief summary of any material contracts, other than contracts entered into in the ordinary course of business, to which the issuer or any member of the group is a party, for the last year immediately preceding publication of the registration document.

SECTION 8

DIVIDEND POLICY

Item 8.1

A description of the issuer’s policy on dividend distributions and any restrictions thereon, or, where that is not the case, a statement to that effect.

The amount of the dividend per share for each financial year for the period covered by the annual financial statements adjusted, where the number of shares in the issuer has changed, to make it comparable, where not disclosed in the financial statements.

SECTION 9

DOCUMENTS AVAILABLE

Item 9.1

A statement that for the term of the registration document the following documents, where applicable, may be inspected:

An indication of the website on which the documents may be inspected.

SECTION 1

INFORMATION ABOUT THE ISSUER OF THE UNDERLYING SHARES

For depository receipts issued over shares, the information about the issuer of the underlying share shall be provided in accordance with Annex 1 to this Regulation.

For depository receipts issued over shares that meet the requirements of Article 14a of Regulation (EU) 2017/1129, the information about the issuer of the underlying share shall be provided in accordance with Annex 30 to this Regulation.

SECTION 2

INFORMATION ABOUT THE ISSUER OF THE DEPOSITORY RECEIPTS

Primary Issuance

EU Follow-on prospectus

Item 2.1

Name, registered office, legal entity identifier (“LEI”) and principal administrative establishment where different from the registered office.

√

[√]

Item 2.2

Date of incorporation and length of life of the issuer, except where the period is indefinite.

√

[√]

Item 2.3

Legislation under which the issuer operates and legal form which it has adopted under that legislation.

√

[√]

SECTION 1

RISK FACTORS

Item 1.1

A description of the material risks that are specific to the issuer and that may affect the issuer’s ability to fulfil its obligations under the securities, in a limited number of categories, in a section headed “Risk Factors”.

In each category, the most material risks, in the assessment by the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence shall be listed in an order which is consistent with that assessment.

The risks shall be corroborated by the content of the registration document.

SECTION 2

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 2.1

Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 2.2

A declaration by the persons responsible for the registration document that, to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import.

Where applicable, a declaration by the persons responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which those persons are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 2.3

Where a statement or report attributed to a person as an expert is included in the registration document, provide the following details for that person:

Where the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

Item 2.4

Where information has been sourced from a third party, confirm that that information has been accurately reproduced and that, as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.

Item 2.5

A statement that:

SECTION 3

STRATEGY, PERFORMANCE AND BUSINESS ENVIRONMENT

Item 3.1

Information about the issuer:

Item 3.2

Business overview

Item 3.2.1

Principal Activities: a brief description of the issuer’s principal activities, stating the main categories of products sold and/or services performed.

Item 3.3

Organisational structure

Item 3.3.1

Where the issuer is part of a group, a brief description of the group and the issuer’s position within the group. That may be in the form of, or accompanied by, a diagram of the organisational structure where that helps to clarify the structure.

Item 3.3.2

A clear statement that the issuer is dependent upon other entities within the group, where applicable, together with an explanation of that dependence.

Item 3.4

Trend information

Item 3.4.1

A description of:

Where neither point (a) nor (b) are applicable, the issuer shall include a statement to that effect.

Other negative statements may be provided where appropriate. The information referred to in points (a) and (b) may be provided solely on a qualitative basis. Quantitative forecasts are not required.

Item 3.5

Profit forecasts or estimates

Item 3.5.1

Where an issuer includes on a voluntary basis a profit forecast or estimate in the prospectus, the profit forecast or estimate shall be clear and unambiguous and shall contain a statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.

The forecast or estimate shall comply with the following principles:

Item 3.5.2

The prospectus shall contain a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both:

SECTION 4

CORPORATE GOVERNANCE

Item 4.1

Administrative, management, and supervisory bodies and senior management

Item 4.1.1

Names, business addresses and functions within the issuer of the following persons and an indication of the principal activities performed by those persons outside of that issuer where those activities are significant with respect to that issuer:

SECTION 5

FINANCIAL INFORMATION

Item 5.1

Historical financial information

Item 5.1.1

Audited historical financial information covering the last financial year (or such shorter period as the issuer has been in operation) and the audit report in respect of that year.

Item 5.1.2

Change of accounting reference date

Where the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 12 months or the entire period for which the issuer has been in operation, whichever is shorter.

Item 5.1.3

(Wholesale-specific)

Accounting Standards (Wholesale-specific)

The financial information shall be prepared in accordance with the International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002.

Where Regulation (EC) No 1606/2002 is not applicable, the financial information shall be prepared in accordance with:

Otherwise, the following information shall be included in the registration document:

Item 5.1.3a

(Retail-specific)

Accounting Standards (Retail-specific)

The financial information shall be prepared in accordance with the International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002.

Where Regulation (EC) No 1606/2002 is not applicable, the financial information shall be prepared in accordance with either:

Item 5.1.4

Audited financial information that is prepared in accordance with national accounting standards shall contain the following:

Item 5.1.5

Consolidated financial statements

Where the issuer prepares both stand-alone and consolidated financial statements, include at least the consolidated financial statements in the registration document.

Item 5.1.6

Age of Financial Information

The balance sheet of the last year of audited financial information shall not be older than 18 months from the date of the registration document.

Item 5.1.7

(Retail-specific)

Interim and other financial information (Retail-specific)

Where the issuer has published half-yearly financial information since the date of its last audited financial statements, that information shall be included in the registration document. Where the half-yearly financial information has been audited or reviewed, the audit or review report shall also be included. Where the half-yearly financial information is not audited or has not been reviewed, state that fact.

A registration document that is dated more than nine months after the date of the last audited financial statements shall contain half-yearly financial information, which may be unaudited (in which case that fact shall be stated) covering at least the first six months of the financial year.

Half-yearly financial information shall be prepared in accordance with the requirements of Directive 2013/34/EU or Regulation (EC) No 1606/2002, as the case may be.

For issuers not subject to either Directive 2013/34/EU or Regulation (EC) No 1606/2002, the half-yearly financial information shall include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the year’s end balance sheet in accordance with the applicable financial reporting framework.

Item 5.2

Auditing of historical annual financial information

Item 5.2.1

The historical annual financial information shall be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC and Regulation (EU) No 537/2014.

Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the historical financial information shall be audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view in accordance with auditing standards applicable in a Member State or an equivalent standard.

Otherwise, the following information shall be included in the registration document:

Item 5.2.1a

Where audit reports on the historical financial information have been refused by the statutory auditors or where those reports contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason shall be given, and such qualifications, modifications, disclaimers or emphasis of matter shall be reproduced in full.

Item 5.2.2

Indication of other information in the registration document, which has been audited by the auditors.

Item 5.2.3

Where financial information in the registration document is not extracted from the issuer’s audited financial statements, state the source of the information and state that the information is not audited.

Item 5.3

Significant change in the issuer’s financial position

A description of any significant change in the financial position of the group which has occurred since the end of the last financial period for which either audited financial statements or interim financial information have been published, or, where that is not the case, a statement to that effect.

SECTION 6

SHAREHOLDER AND SECURITY HOLDER INFORMATION

Item 6.1

Major shareholders

Item 6.1.1

To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused.

Item 6.1.2

A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.

Item 6.2

Legal and arbitration proceedings

Item 6.2.1

Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer and/or group’s financial position or profitability or, where that is not the case, a statement to that effect.

Item 6.3

Administrative, management, and supervisory bodies’ conflicts of interests

Item 6.3.1

Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 4.1.1, and their private interests and or other duties shall be clearly stated. Where there are no such conflicts, a statement to that effect shall be made.

Item 6.4

Material contracts

Item 6.4.1

A brief summary of any material contracts that are not entered into in the ordinary course of the issuer’s business which could result in any group member being under an obligation or entitlement that is material to the issuer’s ability to meet its obligations to security holders in respect of the securities being issued.

SECTION 7

DOCUMENTS AVAILABLE

Item 7.1

A statement that for the term of the registration document the following documents, where applicable, may be inspected:

An indication of the website on which the documents may be inspected.

SECTION 1

RISK FACTORS

Item 1.1

A description of the material risks that are specific to the securities being offered and/or admitted to trading in a limited number of categories, in a section headed “Risk Factors”.

In each category the most material risks, in the assessment by the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the securities and the probability of their occurrence, shall be listed in an order which is consistent with that assessment. The risks shall be corroborated by the content of the securities note.

SECTION 2

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 2.1

Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 2.2

A declaration by the persons responsible for the securities note that, to the best of their knowledge, the information contained in the securities note is in accordance with the facts and that the securities note makes no omission likely to affect its import.

Where applicable, a declaration by the persons responsible for certain parts of the securities note that, to the best of their knowledge, the information contained in those parts of the securities note for which those persons are responsible is in accordance with the facts and that those parts of the securities note make no omission likely to affect their import.

Item 2.3

Where a statement or report attributed to a person as an expert is included in the securities note, provide the following details for that person:

Where the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the securities note with the consent of the person who has authorised the contents of that part of the securities note for the purpose of the prospectus / EU IPO prospectus.

Item 2.4

Where information has been sourced from a third party, confirm that that information has been accurately reproduced and that, as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.

Item 2.5

A statement that:

Item 2.6

Interest of natural and legal persons involved in the issue/offer

Item 2.6.1

A description of any interest, including a conflict of interest that is material to the issue/offer, detailing the persons involved and the nature of the interest.

Item 2.7

Additional information

Item 2.7.1

Where advisors connected with an issue are referred to in the securities note, a statement of the capacity in which the advisors have acted.

Item 2.7.2

An indication of other information in the securities note which has been audited or reviewed by the statutory auditors and where the statutory auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report.

SECTION 2a

REASONS FOR THE OFFER, USE OF PROCEEDS AND EXPENSES OF THE ISSUE/OFFER.

Item 2a.1

Reasons for the offer and, where applicable, the estimated net amount of the proceeds broken into each principal intended use and presented in order of priority of such uses. Where the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, then state the amount and sources of other funds needed. Details shall also be given about the use of the proceeds, in particular where those proceeds are used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other business, or to discharge, reduce or retire indebtedness. The total net proceeds and an estimate of the total expenses of the issue/offer.

Item 2a.2

An explanation about how the proceeds from this offer align with the business strategy and strategic objectives described in the registration document.

SECTION 3

WORKING CAPITAL STATEMENT

Item 3.1

A statement by the issuer that, in its opinion, the working capital is sufficient for the issuer’s present requirements or, where not, how it proposes to provide the additional working capital needed.

SECTION 4

TERMS AND CONDITIONS OF THE SECURITIES

Item 4.1

Information concerning the securities

Item 4.1.1

A description of the type and the class of the securities, including the international security identification number (“ISIN”)

Item 4.1.2

Legislation under which the securities have been created.

Item 4.1.3

An indication whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form.

In the case of book-entry form, the name and address of the entity in charge of keeping the records.

Item 4.1.4

Currency of the securities issue.

Item 4.1.5

A description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights:

Item 4.1.6

In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued.

Item 4.1.7

The issue date or in the case of new issues the expected issue date of the securities.

Item 4.1.8

A description of any restrictions on the transferability of the securities.

Item 4.1.9

A warning that the tax legislation of the investor’s Member State and of the issuer’s country of incorporation may have an impact on the income received from the securities.

Item 4.1.10

Where different from the issuer, the identity and contact details of the offeror of the securities and/or the person asking for admission to trading, including the legal entity identifier (“LEI”) where the offeror has legal personality.

Item 4.1.11

Item 4.1.12

Where applicable, the potential impact on the investment in the event of resolution under Directive 2014/59/EU of the European Parliament and of the Council (1).

SECTION 5

DETAILS OF THE OFFER/ADMISSION TO TRADING

Item 5.1

Terms and conditions of the offer of securities to the public. Conditions, offer statistics, expected timetable and action required to apply for the offer

Item 5.1.1

Conditions to which the offer is subject

Item 5.1.2

Total amount of the issue/offer distinguishing the securities offered for sale and those offered for subscription; where the amount is not fixed, an indication of the maximum amount of securities to be offered (where available) and a description of the arrangements and the time period for announcing to the public the definitive amount of the offer.

Where the maximum amount of securities cannot be provided in the prospectus / EU IPO prospectus, the prospectus / EU IPO prospectus shall specify that acceptances of the purchase or subscription of securities may be withdrawn for not less than three working days after the amount of securities to be offered to the public has been filed.

Item 5.1.3

The time period, including any possible amendments, during which the offer will be open and description of the application process.

Item 5.1.4

An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation may occur after dealing has begun.

Item 5.1.5

A description of any possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants.

Item 5.1.6

Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest).

Item 5.1.7

An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription.

Item 5.1.8

Method and time limits for paying up the securities and for delivery of the securities.

Item 5.1.9

A full description of the manner and date in which results of the offer are to be made public.

Item 5.1.10

The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised.

Item 5.2

Plan of distribution and allotment

Item 5.2.1

The various categories of potential investors to which the securities are offered.

Where the offer is being made simultaneously in the markets of two or more countries and where a tranche has been or is being reserved for certain of those, indicate any such tranche.

Item 5.2.2

To the extent known to the issuer, an indication of whether major shareholders or members of the issuer’s management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer.

Item 5.2.3

Pre-allotment Disclosure:

Item 5.3

Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made

Item 5.4

Pricing

Item 5.4.1

An indication of the price at which the securities will be offered and the amount of any expenses and taxes charged to the subscriber or purchaser.

Item 5.4.2

Where the price is not known, then pursuant to Article 17 of Regulation (EU) 2017/1129 indicate either:

Where neither point (a) nor (b) may be provided in the securities note, the securities note shall specify that acceptances of the purchase or subscription of securities may be withdrawn up to three working days after the final offer price of securities to be offered to the public has been filed.

Item 5.4.3

Process for the disclosure of the offer price.

Where the issuer’s equity holders have pre-emptive purchase rights and this right is restricted or withdrawn, an indication of the basis for the issue price where the issue is for cash, together with the reasons for and beneficiaries of such restriction or withdrawal.

Where there is or could be a material disparity between the public offer price and the effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by those members or persons in transactions during the past year, or which those members or persons have the right to acquire, include a comparison of the public contribution in the proposed public offer and the effective cash contributions of such persons.

Item 5.5

Placing and Underwriting

Item 5.5.1

Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place.

Item 5.5.2

Name and address of any paying agents and depository agents in each country.

Item 5.5.3

Name and address of the entities agreeing to underwrite the issue on a firm commitment basis and name and address of the entities agreeing to place the issue without a firm commitment or under “best efforts” arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission.

Item 5.5.4

When the underwriting agreement has been or will be reached.

Item 5.6

Admission to trading and dealing arrangements

Item 5.6.1

An indication as to whether the securities offered are or will be the object of an application for admission to trading on a regulated market, an SME growth Market or an MTF, with a view to their distribution in a regulated market, an SME Growth Market or an MTF with an indication of the markets in question. That circumstance shall be set out, without creating the impression that the admission to trading will necessarily be approved. Where known, the earliest dates on which the securities will be admitted to trading.

Item 5.6.2

All the regulated markets, SME growth markets or MTFs on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading.

Item 5.6.3

Where simultaneously or almost simultaneously with the creation of the securities for which admission on a regulated market, an SME growth Market or MTF is being sought or which are offered to the public, securities of the same class are subscribed for or placed privately or where securities of other classes are created for public or private placing, give details of the nature of such operations and of the number and characteristics of the securities to which those operations relate.

Item 5.6.4

In case of an admission to trading on a regulated market, an SME growth market or an MTF, the name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment.

Item 5.6.5

Details of stabilisation in line with items 5.6.5.1 to 5.6.5.6 in the case of an admission to trading on a regulated market, an SME growth market or an MTF, where an issuer or a selling shareholder has granted an over-allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offer:

Item 5.6.5.1

The fact that stabilisation may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at any time.

Item 5.6.5.2

The fact that stabilisation transactions aim at supporting the market price of the securities during the stabilisation period.

Item 5.6.5.3

The beginning and the end of the period during which stabilisation may occur.

Item 5.6.5.4

The identity of the stabilisation manager for each relevant jurisdiction unless this is not known at the time of publication.

Item 5.6.5.5

The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail.

Item 5.6.5.6

The place where the stabilisation may be undertaken, including, where relevant, the name of the trading venue(s).

Item 5.6.6

Over-allotment and “green shoe”

In the case of an admission to trading on a regulated market, an SME growth market or an MTF:

Item 5.7

Selling securities holders

Item 5.7.1

Name and business address of the person or entity offering to sell the securities, the nature of any position office or other material relationship that the selling person has had within the past three years with the issuer or any of its predecessors or affiliates.

Item 5.7.2

The number and class of securities being offered by each of the selling security holders.

Item 5.7.3

In relation to lock-up agreements, provide details of the following:

Item 5.8

Dilution

Item 5.8.1

A comparison of participation in share capital and voting rights for existing shareholders before and after the capital increase resulting from the public offer, with the assumption that existing shareholders do not subscribe for the new shares.

Item 5.8.2

Where existing shareholders will be diluted regardless of whether those shareholders subscribe for their entitlement, because a part of the relevant share issue is reserved only for certain investors (e.g. an institutional placing coupled with an offer to shareholders), an indication of the dilution existing shareholders will experience shall also be presented on the basis that those existing shareholders do take up their entitlement (in addition to the situation in item 5.8.1 where those existing shareholders do not).

SECTION 6

INFORMATION ON THE UNDERLYING SECURITIES AND THE ISSUER OF THE UNDERLYING SECURITIES (Where applicable)

Item 6.1

Where applicable, information on the underlying securities, in accordance with Section 3 of Chapter II of this Regulation.

Item 6.2

Where applicable, information on the issuer of the underlying securities, in accordance with Section 3 of Chapter II of this Regulation.

SECTION 7

INFORMATION ON CONSENT (Where applicable)

Item 6.3

Where applicable, information on consent, in accordance with Article 23 of this Regulation.

SECTION 1

RISK FACTORS

Item 1.1

A description of the material risks that are specific to the securities being offered and/or admitted to trading in a limited number of categories, in a section headed “Risk Factors”.

Risks to be disclosed shall include:

In each category the most material risks, in the assessment by the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the securities and the probability of their occurrence, shall be listed in an order which is consistent with that assessment. The risks shall be corroborated by the content of the securities note.

Category A

SECTION 2

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 2.1

Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Category A

Item 2.2

A declaration by the persons responsible for the securities note that, to the best of their knowledge, the information contained in the securities note is in accordance with the facts and that the securities note makes no omission likely to affect its import.

Where applicable, a declaration by the persons responsible for certain parts of the securities note that, to the best of their knowledge, the information contained in those parts of the securities note for which those persons are responsible is in accordance with the facts and that those parts of the securities note make no omission likely to affect their import.

Category A

Item 2.3

Where a statement or report, attributed to a person as an expert, is included in the securities note, provide the following details for that person:

Where the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the securities note with the consent of the person who has authorised the contents of that part of the securities note for the purpose of the prospectus.

Category A

Item 2.4

Where information has been sourced from a third party, confirm that that information has been accurately reproduced and that, as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.

Category C

Item 2.5

A statement that:

Category A

Item 2.6

Interest of natural and legal persons involved in the issue/offer

Item 2.6.1

A description of any interest, including a conflict of interest that is material to the issue/offer, detailing the persons involved and the nature of the interest.

Category C

Item 2.7

Additional information

Item 2.7.1

Where advisors connected with an issue are referred to in the securities note, a statement of the capacity in which the advisors have acted.

Category C

Item 2.7.2

An indication of other information in the securities note which has been audited or reviewed by the statutory auditors and where the statutory auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report.

Category A

Item 2.7.3

Credit ratings assigned to the securities at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings where the rating provider has published such ratings.

Category C

Item 2.7.4

(Retail-specific)

Where the summary is substituted in part with the information set out in Article 8(3), points (c) to (i), of Regulation (EU) No 1286/2014, all such information to the extent it is not already disclosed elsewhere in the securities note.

Category C

SECTION 2a

REASONS FOR THE OFFER, USE OF PROCEEDS AND EXPENSES OF THE ISSUE/OFFER OR ADMISSION TO TRADING (Retail-specific)

Item 2a.1

(Retail-specific)

Reasons for the offer to the public or for the admission to trading.

Where applicable, disclosure of the estimated total expenses of the issue/offer and the estimated net amount of the proceeds. Those expenses and proceeds shall be broken into each principal intended use and presented in order of priority of such uses. Where the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, state the amount and sources of other funds needed.

Category C

SECTION 2b

USE OF PROCEEDS AND EXPENSES OF THE ADMISSION TO TRADING (Wholesale-specific)

Item 2b.1

(Wholesale-specific)

The use and estimated net amount of the proceeds.

An estimate of the total expenses related to the admission to trading.

Category C

SECTION 3

TERMS AND CONDITIONS OF THE SECURITIES

Item 3.1

Information concerning the securities

Item 3.1.1

A description of the type and the class of the securities.

Category B

The international security identification number (“ISIN”) of the securities.

Category C

Item 3.1.2

Legislation under which the securities have been created.

Category A

Item 3.1.3

An indication whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form.

Category A

In the case of book-entry form, the name and address of the entity in charge of keeping the records.

Category C

Item 3.1.4

Currency of the securities issue.

Category C

Item 3.1.5

The relative seniority of the securities in the issuer’s capital structure in the event of 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.

Category A

Item 3.1.6

A description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights.

Category B

Item 3.1.7

Category C

Category B

Category C

Category C

Category B

Where the rate is not fixed:

Category A

Category C

Category B

Category C

Category B

Category B

Category C

Category B

Item 3.1.8

Maturity date.

Category C

Item 3.1.8a

Details of the arrangements for the amortisation of the loan, including the repayment procedures. Where advance amortisation is contemplated, on the initiative of the issuer or of the holder, it shall be described, stipulating amortisation terms and conditions.

Category B

Item 3.1.9

An indication of yield.

Category C

Item 3.1.9a

(Retail-specific)

A description of the method whereby that yield is calculated in summary form.

Category B

Item 3.1.10

Representation of non-equity security holders, including an identification of the organisation representing the investors and provisions applying to such representation. Indication of the website where the public may have free access to the contracts relating to those forms of representation.

Category B

Item 3.1.11

A statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued.

Category C

Item 3.1.12

The issue date or in the case of new issues, the expected issue date of the securities.

Category C

Item 3.1.13

A description of any restrictions on the transferability of the securities.

Category A

Item 3.1.14

(Retail-specific)

A warning that the tax legislation of the investor’s Member State and of the issuer’s country of incorporation may have an impact on the income received from the securities.

Category A

Item 3.1.15

Where different from the issuer, the identity and contact details of the offeror of the securities and/or the person asking for admission to trading, including the legal entity identifier (“LEI”) where the offeror has legal personality.

Category C

SECTION 4

DETAILS OF THE OFFER (Retail-specific)

Item 4.1

(Retail-specific)

Details of the offer of securities to the public (offer statistics, expected timetable and action required to apply for the offer)

Item 4.1.1

(Retail-specific)

Total amount of the securities offered to the public. Where the amount is not fixed, an indication of the maximum amount of the securities to be offered (where available) and a description of the arrangements and the time period for announcing to the public the definitive amount of the offer.

Where the maximum amount of securities to be offered may not be provided in the prospectus, the prospectus shall specify that acceptances of the purchase or subscription of securities may be withdrawn for not less than three working days after the amount of securities to be offered to the public has been filed.

Category C

Item 4.1.2

(Retail-specific)

The time period, including any possible amendments, during which the offer will be open and description of the application process.

Category C

Item 4.1.3

(Retail-specific)

A description of any possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants.

Category C

Item 4.1.4

(Retail-specific)

Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest).

Category C

Item 4.1.5

(Retail-specific)

Method and time limits for paying up the securities and for delivery of the securities.

Category C

Item 4.1.6

(Retail-specific)

A full description of the manner and date in which results of the offer are to be made public.

Category C

Item 4.1.7

(Retail-specific)

The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised.

Category C

Item 4.2

(Retail-specific)

Plan of distribution and allotment

Item 4.2.1

(Retail-specific)

The various categories of potential investors to which the securities are offered.

Where the offer is being made simultaneously in the markets of two or more countries and where a tranche has been or is being reserved for certain of those, indicate any such tranche.

Category C

Item 4.3

(Retail-specific)

Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made

Category C

Item 4.4

(Retail-specific)

Pricing

Item 4.4.1

(Retail-specific)

An indication of the expected price at which the securities will be offered

Category C

Item 4.4.2

(Retail-specific)

In the alternative to item 4.3.1, a description of the method for determining the price, pursuant to Article 17 of Regulation (EU) 2017/1129 and the process for its disclosure.

Category B

Item 4.4.3

(Retail-specific)

Indicate the amount of any expenses and taxes charged to the subscriber or purchaser.

Category C

Item 4.5

(Retail-specific)

Placing and underwriting

Item 4.5.1

(Retail-specific)

Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place.

Category C

Item 4.5.2

(Retail-specific)

Name and address of any paying agents and depository agents in each country.

Category C

Item 4.5.3

(Retail-specific)

Name and address of the entities agreeing to underwrite the issue on a firm commitment basis and name and address of the entities agreeing to place the issue without a firm commitment or under “best efforts” arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission.

Category C

Item 4.5.4

(Retail-specific)

When the underwriting agreement has been or will be reached.

Category C

SECTION 4a

DETAILS OF THE ADMISSION TO TRADING

Item 4a.1

Total amount of securities being admitted to trading.

Category C

Item 4a.2

Category B

Category C

Item 4a.3

Name and address of any paying agents and depository agents in each country.

Category C

Item 4a.4

(Retail-specific)

All the regulated markets or third country markets, SME Growth Markets or MTFs on which, to the knowledge of the issuer, securities of the same class of the securities to be offered to the public or admitted to trading are already admitted to trading.

Category C

Item 4a.5

(Retail-specific)

The name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment.

Category C

Item 4a.6

(Retail-specific)

The issue price of the securities.

Category C

SECTION 5

ESG-RELATED INFORMATION (Where applicable)

Item 5.1

Where applicable, ESG-related information in accordance with Section 3 of Chapter II of this Regulation.

SECTION 6

INFORMATION ON THE GUARANTOR (Where applicable)

Item 6.1

Where applicable, information on the guarantor, in accordance with Article 22 of this Regulation.

SECTION 7

INFORMATION ON THE UNDERLYING SECURITIES AND THE ISSUER OF THE UNDERLYING SECURITIES (Where applicable)

Item 7.1

Where applicable, information on the underlying securities, in accordance with Section 3 of Chapter II of this Regulation.

Item 7.2

Where applicable, information on the issuer of the underlying securities, in accordance with Section 3 of Chapter II of this Regulation.

SECTION 8

INFORMATION ON CONSENT (Where applicable)

Item 8.1

Where applicable, information on consent, in accordance with Article 23 of this Regulation.

SECTION 1

SUMMARY

Item 1.1

A summary, in accordance with Article 7 of Regulation (EU) 2017/1129.

SECTION 2

RISK FACTORS

Item 2.1

A description of the material risks that are specific to the issuer, in a limited number of categories, and a description of the material risks that are specific to the securities being offered and/or admitted to trading, in a limited number of categories, in a section headed “Risk Factors”.

In each category, the most material risks, in the assessment by the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the securities and the probability of their occurrence shall be listed in an order which is consistent with that assessment. The risks shall be corroborated by the content of the prospectus / EU IPO prospectus.

SECTION 3

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 3.1

Identify all persons responsible for the information or any parts of it, given in the prospectus / EU IPO prospectus with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 3.2

A declaration by the persons responsible for the prospectus / EU IPO prospectus that to the best of their knowledge, the information contained in the prospectus / EU IPO prospectus is in accordance with the facts and that the prospectus / EU IPO prospectus makes no omission likely to affect its import.

Where applicable, a declaration by the persons responsible for certain parts of the prospectus / EU IPO prospectus that, to the best of their knowledge, the information contained in those parts of the prospectus / EU IPO prospectus for which those persons are responsible is in accordance with the facts and that those parts of the prospectus / EU IPO prospectus make no omission likely to affect their import.

Item 3.3

Where a statement or report attributed to a person as an expert, is included in the prospectus / EU IPO prospectus, provide the following details for that person:

Where the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the prospectus / EU IPO prospectus with the consent of the person who has authorised the contents of that part of the prospectus / EU IPO prospectus for the purpose of the prospectus / EU IPO prospectus.

Item 3.4

Where information has been sourced from a third party, confirm that that information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.

Item 3.5

A statement that:

Item 3.6

Interest of natural and legal persons involved in the issue/offer

Item 3.6.1

A description of any interest, including a conflict of interest that is material to the issue/offer, detailing the persons involved and the nature of the interest.

Item 3.7

Additional information

Item 3.7.1

Where advisors connected with an issue are referred to in the prospectus / EU IPO prospectus, a statement of the capacity in which the advisors have acted.

Item 3.7.2

An indication of other information in the prospectus / EU IPO prospectus which has been audited or reviewed by the statutory auditors and where the statutory auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report.

SECTION 3a

REASONS FOR THE OFFER, USE OF PROCEEDS AND EXPENSES OF THE ISSUE/OFFER

Item 3a.1

Reasons for the offer and, where applicable, the estimated net amount of the proceeds broken into each principal intended use and presented in order of priority of such uses. Where the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, then state the amount and sources of other funds needed. Details shall also be given with regard to the use of the proceeds, in particular where those proceeds are used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other business, or to discharge, reduce or retire indebtedness. The total net proceeds and an estimate of the total expenses of the issue/offer.

Item 3a.2

An explanation about how the proceeds from this offer align with the business strategy and strategic objectives described in the prospectus / EU IPO prospectus.

SECTION 4

STRATEGY, PERFORMANCE AND BUSINESS ENVIRONMENT

Item 4.1

Information about the issuer:

Item 4.1.1

Information on the material changes in the issuer’s borrowing and funding structure since the end of the last financial period for which information has been provided in the prospectus / EU IPO prospectus. Where the prospectus / EU IPO prospectus contains interim financial information, this information may be provided since the end of the last interim period for which financial information has been included in the prospectus / EU IPO prospectus.

Item 4.1.2

Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 4.4.2.

Item 4.2

Business overview

Item 4.2.1

Strategy and objectives

A description of the issuer’s business strategy and strategic objectives (both financial and non-financial, where any). This description shall take into account the issuer’s future challenges and prospects.

Where relevant the description shall take into account the regulatory environment in which the issuer operates.

Item 4.2.2

Principal Activities

A description of the issuer’s principal activities, including:

Item 4.2.3

Principal Markets

A description of the principal markets in which the issuer competes.

Item 4.3

Organisational structure

Item 4.3.1

Where the issuer is part of a group and where not covered elsewhere in the prospectus / EU IPO prospectus and to the extent necessary for an understanding of the issuer’s business as a whole, a diagram of the organisational structure.

At the choice of the issuer, such diagram may be replaced, or accompanied, by a brief description of the group and the issuer’s position within the group, where that helps to clarify the structure.

Item 4.3.2

A clear statement that the issuer is dependent upon other entities within the group, where applicable, together with an explanation of that dependence.

Item 4.4

Investments

Item 4.4.1

To the extent not covered elsewhere in the prospectus / EU IPO prospectus a description, (including the amount) of the issuer’s material investments from the end of the period covered by the historical financial information included in the prospectus / EU IPO prospectus up to the date of the prospectus / EU IPO prospectus.

Item 4.4.2

A description of any material investments of the issuer that are in progress or for which firm commitments have already been made, including, where material to the issuer’s business, the method of financing (internal or external).

Item 4.5

Trend information

Item 4.5.1

A description of the most significant recent trends in production, sales, inventory, costs and selling prices since the end of the last financial year to the date of the prospectus / EU IPO prospectus. The information may be provided solely on a qualitative basis. Quantitative forecasts are not required.

Item 4.6

Profit forecasts or estimates

Item 4.6.1

Where an issuer has published a profit forecast or a profit estimate (which is still outstanding and valid), that forecast or estimate shall be included in the prospectus / EU IPO prospectus. Where a profit forecast or profit estimate has been published and is still outstanding, but no longer valid, provide a statement to that effect and explain why such forecast or estimate is no longer valid. Such an invalid forecast or estimate shall not be subject to the requirements in items 4.6.2 and 4.6.3.

Item 4.6.2

Where an issuer chooses to include a new profit forecast or a new profit estimate, or a previously published profit forecast or a previously published profit estimate pursuant to item 4.6.1, the profit forecast or estimate shall be clear and unambiguous and contain a statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.

The forecast or estimate shall comply with the following principles:

Item 4.6.3

The prospectus / EU IPO prospectus shall include a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both:

SECTION 5

MANAGEMENT REPORT, INCLUDING SUSTAINABILITY REPORTING

Item 5.1

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 and related assurance opinion in accordance with Directive 2013/34/EU.

SECTION 6

WORKING CAPITAL STATEMENT

Item 6.1

A statement by the issuer that, in its opinion, the working capital is sufficient for the issuer’s present requirements or, where not, how it proposes to provide the additional working capital needed.

SECTION 7

TERMS AND CONDITIONS OF THE SECURITIES

Item 7.1

Information concerning the securities

Item 7.1.1

A description of the type and the class of the securities, including the international security identification number (“ISIN”)

Item 7.1.2

Legislation under which the securities have been created.

Item 7.1.3

An indication whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form.

In the case of book-entry form, the name and address of the entity in charge of keeping the records.

Item 7.1.4

Currency of the securities issue.

Item 7.1.5

A description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights:

Item 7.1.6

In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued.

Item 7.1.7

The issue date, or in the case of new issues the expected issue date of the securities.

Item 7.1.8

A description of any restrictions on the transferability of the securities.

Item 7.1.9

A warning that the tax legislation of the investor’s Member State and of the issuer’s country of incorporation may have an impact on the income received from the securities.

Item 7.1.10

Where different from the issuer, the identity and contact details of the offeror of the securities and/or the person asking for admission to trading, including the legal entity identifier (“LEI”) where the offeror has legal personality.

Item 7.1.11

Item 7.1.12

Where applicable, the potential impact on the investment in the event of resolution under Directive 2014/59/EU.

SECTION 8

DETAILS OF THE OFFER /ADMISSION TO TRADING

Item 8.1

Terms and conditions of the offer of securities to the public. Conditions, offer statistics, expected timetable and action required to apply for the offer.

Item 8.1.1

Conditions to which the offer is subject

Item 8.1.2

Total amount of the issue/offer distinguishing the securities offered for sale and those offered for subscription; where the amount is not fixed, an indication of the maximum amount of securities to be offered (where available) and a description of the arrangements and the time period for announcing to the public the definitive amount of the offer.

Where the maximum amount of securities may not be provided in the prospectus / EU IPO prospectus, the prospectus / EU IPO prospectus shall specify that acceptances of the purchase or subscription of securities may be withdrawn for not less than three working days after the amount of securities to be offered to the public has been filed.

Item 8.1.3

The time period, including any possible amendments, during which the offer will be open and description of the application process.

Item 8.1.4

An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation may occur after dealing has begun.

Item 8.1.5

A description of any possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants.

Item 8.1.6

Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest).

Item 8.1.7

An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription.

Item 8.1.8

Method and time limits for paying up the securities and for delivery of the securities.

Item 8.1.9

A full description of the manner and date in which results of the offer are to be made public.

Item 8.1.10

The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised.

Item 8.2

Plan of distribution and allotment

Item 8.2.1

The various categories of potential investors to which the securities are offered.

Where the offer is being made simultaneously in the markets of two or more countries and where a tranche has been or is being reserved for certain of those, indicate any such tranche.

Item 8.2.2

To the extent known to the issuer, an indication of whether major shareholders or members of the issuer’s management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer.

Item 8.2.3

Pre-allotment Disclosure:

Item 8.3

Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made

Item 8.4

Pricing

Item 8.4.1

An indication of the price at which the securities will be offered and the amount of any expenses and taxes charged to the subscriber or purchaser.

Item 8.4.2

Where the price is not known, then pursuant to Article 17 of Regulation (EU) 2017/1129 indicate either:

Where neither point (a) nor (b) may be provided in the securities note, the securities note shall specify that acceptances of the purchase or subscription of securities may be withdrawn up to three working days after the final offer price of securities to be offered to the public has been filed.

Item 8.4.3

Process for the disclosure of the offer price

Where the issuer’s equity holders have pre-emptive purchase rights and this right is restricted or withdrawn, an indication of the basis for the issue price where the issue is for cash, together with the reasons for and beneficiaries of such restriction or withdrawal.

Where there is or could be a material disparity between the public offer price and the effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by those members or persons in transactions during the past year, or which those members or persons have the right to acquire, include a comparison of the public contribution in the proposed public offer and the effective cash contributions of such persons.

Item 8.5

Placing and Underwriting

Item 8.5.1

Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place.

Item 8.5.2

Name and address of any paying agents and depository agents in each country.

Item 8.5.3

Name and address of the entities agreeing to underwrite the issue on a firm commitment basis and name and address of the entities agreeing to place the issue without a firm commitment or under “best efforts” arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission.

Item 8.5.4

When the underwriting agreement has been or will be reached.

Item 8.6

Admission to trading and dealing arrangements

Item 8.6.1

An indication as to whether the securities offered are or will be the object of an application for admission to trading on a regulated market, an SME growth Market or an MTF, with a view to their distribution in a regulated market, an SME Growth Market or an MTF with an indication of the markets in question. That circumstance shall be set out, without creating the impression that the admission to trading will necessarily be approved. Where known, the earliest dates on which the securities will be admitted to trading.

Item 8.6.2

All the regulated markets, SME growth markets or MTFs on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading.

Item 8.6.3

Where simultaneously or almost simultaneously with the creation of the securities for which admission on a regulated market, an SME growth Market or MTF is being sought or which are offered to the public, securities of the same class are subscribed for or placed privately or where securities of other classes are created for public or private placing, give details of the nature of such operations and of the number and characteristics of the securities to which those operations relate.

Item 8.6.4

In case of an admission to trading on a regulated market, an SME growth market or an MTF, the name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment.

Item 8.6.5

Details of stabilisation in line with items 8.6.5.1 to 8.6.5.6 in the case of an admission to trading on a regulated market, an SME growth market or an MTF, where an issuer or a selling shareholder has granted an over-allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offer:

Item 8.6.5.1

The fact that stabilisation may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at any time.

Item 8.6.5.2

The fact that stabilisation transactions aim at supporting the market price of the securities during the stabilisation period.

Item 8.6.5.3

The beginning and the end of the period during which stabilisation may occur.

Item 8.6.5.4

The identity of the stabilisation manager for each relevant jurisdiction unless this is not known at the time of publication.

Item 8.6.5.5

The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail.

Item 8.6.5.6

The place where the stabilisation may be undertaken including, where relevant, the name of the trading venue(s).

Item 8.6.6

Over-allotment and “green shoe”

In the case of an admission to trading on a regulated market, an SME growth market or an MTF:

Item 8.7

Selling securities holders

Item 8.7.1

Name and business address of the person or entity offering to sell the securities, the nature of any position office or other material relationship that the selling person has had within the past three years with the issuer or any of its predecessors or affiliates.

Item 8.7.2

The number and class of securities being offered by each of the selling security holders.

Item 8.7.3

In relation to lock-up agreements, provide details of the following:

Item 8.8

Dilution

Item 8.8.1

A comparison of participation in share capital and voting rights for existing shareholders before and after the capital increase resulting from the public offer, with the assumption that existing shareholders do not subscribe for the new shares.

Item 8.8.2

Where existing shareholders will be diluted regardless of whether those shareholders subscribe for their entitlement, because a part of the relevant share issue is reserved only for certain investors (e.g. an institutional placing coupled with an offer to shareholders), an indication of the dilution existing shareholders will experience shall also be presented on the basis that those existing shareholders do take up their entitlement (in addition to the situation in item 8.8.1 where those existing shareholders do not).

SECTION 9

CORPORATE GOVERNANCE

Item 9.1

Administrative, management, and supervisory bodies and senior management

Item 9.1.1

Names, business addresses and functions within the issuer of the following persons and an indication of the principal activities performed by those persons outside of the issuer where those activities are significant with respect to that issuer:

Details of the nature of any family relationship between any of the persons referred to in points (a) to (c).

Item 9.1.2

In the case of each member of the administrative, management or supervisory bodies of the issuer and of each person referred to item 9.1.1, points (b) and (c), details of that person’s relevant management expertise and experience and the following information:

Where there is no such information required to be disclosed, a statement to that effect shall be made.

Item 9.2

Remuneration and benefits

To the extent not covered elsewhere in the prospectus / EU IPO prospectus in relation to the last full financial year for those persons referred to in item 9.1.1, point (a).

Item 9.2.1

The amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its subsidiaries by any person. That information shall be provided on an individual basis, unless individual disclosure is not required in the issuer’s home country or is not otherwise publicly disclosed by the issuer.

Item 9.2.2

The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits.

Item 9.3

Shareholdings and stock options

With respect to each person referred to in item 9.1.1, points (a) and (c), provide information as to their share ownership and any stock options in the issuer as of the most recent practicable date.

Item 9.4

A statement as to whether the issuer complies with the corporate governance regime(s) applicable to the issuer along with an indication of such corporate governance regime(s).

SECTION 10

FINANCIAL INFORMATION

Item 10.1

Historical financial information

Item 10.1.1

Audited historical financial information covering the latest two financial years (or such shorter period as the issuer has been in operation) and the audit report in respect of each year.

Item 10.1.2

Change of accounting reference date

Where the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 24 months or the entire period for which the issuer has been in operation, whichever is shorter.

Item 10.1.3

Accounting Standards

The financial information shall be prepared in accordance with International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002.

Where Regulation (EC) No 1606/2002 is not applicable, the financial information shall be prepared in accordance with:

Item 10.1.4

Change of accounting framework

The last audited historical financial information, containing comparative information for the previous year, shall be presented and prepared in a form consistent with the accounting standards framework that will be adopted in the issuer’s next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.

Changes within the accounting framework applicable to the issuer do not require the audited financial statements to be restated. However, where the issuer intends to adopt a new accounting standards framework in its next published financial statements, at least one complete set of financial statements, (as defined by IAS 1 Presentation of Financial Statements / IFRS 18 Presentation and Disclosure in Financial Statements), including comparatives, shall be prepared in a form consistent with that which will be adopted in the issuer’s next published annual financial statements, having regard to accounting standards and policies and legislation applicable to such annual financial statements.

Item 10.1.5

Audited financial information that is prepared in accordance with national accounting standards shall contain the following:

Item 10.1.6

Consolidated financial statements

Where the issuer prepares both stand-alone and consolidated financial statements, include at least the consolidated financial statements in the prospectus / EU IPO prospectus.

Item 10.1.7

Age of Financial Information

The balance sheet date of the last year of audited financial information may not be older than one of the following:

Where the prospectus / EU IPO prospectus contains no interim financial information, the balance sheet date of the last year of audited financial statements may not be older than 16 months from the date of the prospectus / EU IPO prospectus.

Item 10.2

Interim and other financial information

Item 10.2.1

Where the issuer has published quarterly or half-yearly financial information since the date of its last audited financial statements, that information shall be included in the prospectus / EU IPO prospectus. Where the quarterly or half-yearly financial information has been audited or reviewed, the audit or review report shall also be included. Where the quarterly or half-yearly financial information is not audited or has not been reviewed, state that fact.

A prospectus / EU IPO prospectus that is dated more than nine months after the date of the last audited financial statements shall contain interim financial information, which may be unaudited (in which case that fact shall be stated) covering at least the first six months of the financial year.

Interim financial information shall be prepared in accordance with the requirements of Directive 2013/34/EU or Regulation (EC) No 1606/2002, as the case may be.

For issuers not subject to either Directive 2013/34/EU or Regulation (EC) No 1606/2002, the interim financial information shall include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the year’s end balance sheet in accordance with the applicable financial reporting framework.

Item 10.3

Auditing of annual financial information

Item 10.3.1

The historical annual financial information shall be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC and Regulation (EU) No 537/2014.

Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the historical financial information shall be audited or reported on as to whether or not, for the purposes of the prospectus / EU IPO prospectus, it gives a true and fair view in accordance with auditing standards applicable in a Member State or an equivalent standard.

Item 10.3.1a

Where audit reports on the historical financial information have been refused by the statutory auditors or where those reports contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason shall be given, and such qualifications, modifications, disclaimers or emphasis of matter shall be reproduced in full.

Item 10.3.2

Indication of other information in the prospectus / EU IPO prospectus, which has been audited by the auditors.

Item 10.3.3

Where financial information in the prospectus / EU IPO prospectus is not extracted from the issuer’s audited financial statements, state the source of the information and state that the information is not audited.

Item 10.4

Significant change in the issuer’s financial position

A description of any significant change in the financial position of the group which has occurred since the end of the last financial period for which either audited financial statements or interim financial information have been published, or, where that is not the case, a statement to that effect.

Item 10.5

Pro forma financial information

In the case of a significant gross change, a description of how the transaction might have affected the assets and liabilities and earnings of the issuer, had the transaction been undertaken at the commencement of the period being reported on or at the date reported.

This requirement will normally be satisfied by the inclusion of pro forma financial information. This pro forma financial information shall be presented as set out in Annex 20 and shall contain the information indicated therein.

Pro forma financial information shall be accompanied by a report prepared by independent accountants or auditors.

SECTION 11

SHAREHOLDER AND SECURITY HOLDER INFORMATION

Item 11.1

Major shareholders

Item 11.1.1

In so far as known to the issuer, the name of any person who, directly or indirectly, has an interest in the issuer’s capital or voting rights which is equal or above 5 % of capital or total voting rights, together with the amount of each such person’s interest, as at the date of the prospectus / EU IPO prospectus or, where there are no such persons, a statement to that effect.

Item 11.1.2

Whether the issuer’s major shareholders have different voting rights, or, where that is not the case, a statement to that effect.

Item 11.1.3

To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused.

Item 11.1.4

A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in or prevent a change in control of the issuer.

Item 11.2

Legal and arbitration proceedings

Item 11.2.1

Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer and/or group’s financial position or profitability, or, where that is not the case, a statement to that effect.

Item 11.3

Administrative, management and supervisory bodies’ and senior management’s conflicts of interests

Item 11.3.1

Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 9.1.1, and their private interests and or other duties shall be clearly stated. Where there are no such conflicts, a statement to that effect shall be made.

Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in item 9.1.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management.

Details of any restrictions agreed by the persons referred to in item 9.1.1 on the disposal within a certain period of time of their holdings in the issuer’s securities.

Item 11.4

Related party transactions

Item 11.4.1

Where the International Financial Reporting Standards adopted in accordance with Regulation (EC) No 1606/2002 do not apply to the issuer, the following information shall be disclosed for the period covered by the historical financial information and up to the date of the prospectus / EU IPO prospectus:

Where the International Financial Reporting Standards adopted in accordance with Regulation (EC) No 1606/2002 apply to the issuer, the information set out in points (a) and (b) shall be disclosed only for transactions that have occurred since the end of the last financial period for which audited financial information have been published.

Item 11.5

Share capital

Item 11.5.1

The information in items 11.5.2 to 11.5.7 in the annual financial statements as of the date of the most recent balance sheet:

Item 11.5.2

The amount of issued capital, and for each class of share capital:

Where more than 10 % of the capital has been paid for with assets other than cash within the period covered by the annual financial statements, state that fact.

Item 11.5.2a

Where there is more than one class of existing shares:

Item 11.5.3

Where there are shares not representing capital, state the number and main characteristics of such shares.

Item 11.5.4

The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of the issuer.

Item 11.5.5

The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription.

Item 11.5.6

Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.

Item 11.5.7

Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option and details of such options including those persons to whom such options relate.

Item 11.6

Memorandum and Articles of Association

Item 11.6.1

A brief description of any provision of the issuer’s articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer.

Item 11.7

Material contracts

Item 11.7.1

A brief summary of any material contracts, other than contracts entered into in the ordinary course of business, to which the issuer or any member of the group is a party, for the last year immediately preceding publication of the prospectus / EU IPO prospectus.

SECTION 12

DIVIDEND POLICY

Item 12.1

A description of the issuer’s policy on dividend distributions and any restrictions thereon, or, where that is not the case, a statement to that effect

The amount of the dividend per share for each financial year for the period covered by the annual financial statements adjusted, where the number of shares in the issuer has changed, to make it comparable, where not disclosed in the financial statements.

SECTION 13

INFORMATION ON THE UNDERLYING SECURITIES AND THE ISSUER OF THE UNDERLYING SECURITIES (Where applicable)

Item 13.1

Where applicable, information on the underlying securities, in accordance with Section 3 of Chapter II of this Regulation.

Item 13.2

Where applicable, information on the issuer of the underlying securities, in accordance with Section 3 of Chapter II of this Regulation.

SECTION 14

INFORMATION ON CONSENT (Where applicable)

Item 14.3

Where applicable, information on consent, in accordance with Article 23 of this Regulation.

SECTION 15

DOCUMENTS AVAILABLE

Item 15.1

A statement that for the term of the prospectus / EU IPO prospectus the following documents, where applicable, may be inspected:

An indication of the website on which the documents may be inspected.

SECTION 1

SUMMARY

Item 1.1

A summary, where required by Article 7(1) of Regulation (EU) 2017/1129.

SECTION 2

RISK FACTORS

Item 2.1

A description of the material risks that are specific to the issuer and that may affect the issuer’s ability to fulfil its obligations under the securities in a limited number of categories, in a section headed “Risk Factors”.

In each category, the most material risks, in the assessment by the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence shall be listed in an order which is consistent with that assessment. The risks shall be corroborated by the content of the prospectus.

Item 2.2

A description of the material risks that are specific to the securities being offered and/or admitted to trading, in a limited number of categories, in a section headed “Risk Factors”.

Risks to be disclosed shall include:

In each category, the most material risks, in the assessment by the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the securities and the probability of their occurrence, shall be listed in an order which is consistent with that assessment. The risks shall be corroborated by the content of the prospectus.

Category A

SECTION 3

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

Item 3.1

Identify all persons responsible for the information or any parts of it, given in the prospectus with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Category A

Item 3.2

A declaration by the persons responsible for the prospectus that to the best of their knowledge, the information contained in the prospectus is in accordance with the facts and that the prospectus makes no omission likely to affect its import.

Where applicable, a declaration by the persons responsible for certain parts of the prospectus that, to the best of their knowledge, the information contained in those parts of the prospectus for which those persons are responsible is in accordance with the facts and that those parts of the prospectus make no omission likely to affect their import.

Category A

Item 3.3

Where a statement or report attributed to a person as an expert is included in the prospectus, provide the following information in relation to that person: