ANNEX III

SECURITIES NOTE

I.   Purpose, persons responsible, third party information, experts’ reports and competent authority approval

The purpose of this section is to provide information on the persons who are responsible for the content of the securities note and to provide comfort to investors on the accuracy of the information disclosed in the prospectus. In addition, this section provides information on the interests of persons involved in the offer, as well as the reasons of the offer, the use of proceeds and the expenses of the offer. Moreover, this section provides information on the legal basis of the prospectus and its approval by the competent authority.

II.   Working capital statement (equity securities only)

The purpose of this section is to provide information on the issuer’s working capital requirements.

III.   Risk factors

The purpose of this section is to describe the main risks which are specific to the securities offered to the public or to be admitted to trading on a regulated market.

IV.   Terms and conditions of the securities

The purpose of this section is to set out the terms and conditions of the securities and provides a detailed description of their characteristics.

Where applicable, this information shall include the information referred to in Article 5 of Directive (EU) 2024/2810.

V.   Details of the offer/admission to trading

The purpose of this section is to provide information regarding the offer or the admission to trading on a regulated market or an MTF, including the final offer price and amount of securities (whether in number of securities or aggregate nominal amount) which will be offered, the reasons for the offer, the plan for distribution of the securities, the use of proceeds of the offer, the expenses of the issuance and offer, and dilution (for equity securities only).

VI.   ESG-related information (non-equity securities only, where applicable)

The purpose of this section is to set out, where applicable, ESG-related information in accordance with the delegated act referred to in Article 13(1), second subparagraph, point (g).

VII.   Information on the guarantor (non-equity securities only, where applicable)

The purpose of this section is to provide information on the guarantor of the securities, where applicable, including essential information about the guarantee attached to the securities, the risk factors and financial information specific to the guarantor.

VIII.   Information on the underlying securities and the issuer of the underlying securities (where applicable)

The purpose of this section is to provide, where applicable, information on the underlying securities and, where applicable, on the issuer of the underlying securities.

IX.   Information on consent (where applicable)

The purpose of this section is to provide information on the consent where the issuer or the person responsible for drawing up a prospectus consents to its use in accordance with Article 5(1).