What changed, Regulation (EU) 2017/1129

+ ### Article 1 — Subject matter, scope and exemptions
− ### Article 1
+ 
+ **4.** The obligation to publish a prospectus set out in Article 3(1) shall not apply to any of the following types of offers of securities to the public:(a) an offer of securities addressed solely to qualified investors;(b) an offer of securities addressed to fewer than 150 natural or legal persons…
+ 
+ The document referred to in the first subparagraph, point (da)(iii) and point (db)(iii), shall have a maximum length of 11 sides of A4-sized paper when printed, shall be presented and laid out in a way that is easy to read, using characters of readable size and shall be drawn up in the official lang…
+ 
+ The total aggregated consideration of the offers of securities to the public referred to in the first subparagraph, point (j), shall take into account the total aggregated consideration of all ongoing offers of securities to the public and offers of securities to the public made within the 12 months…
+ **5.** The obligation to publish a prospectus set out in Article 3(3) shall not apply to the admission to trading on a regulated market of any of the following:▼M5(a) securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a pe…
− **3.** Without prejudice to the second subparagraph of this paragraph and to Article 4, this Regulation shall not apply to an offer of securities to the public with a total consideration in the Union of less than EUR 1 000 000 , which shall be calculated over a period of 12 months.Member States shal…
+ The document referred to in the first subparagraph, point (ba)(iii), shall have a maximum length of 11 sides of A4-sized paper when printed, shall be presented and laid out in a way that is easy to read, using characters of readable size and shall be drawn up in the official language of the home Mem…
− **4.** The obligation to publish a prospectus set out in Article 3(1) shall not apply to any of the following types of offers of securities to the public:(a) an offer of securities addressed solely to qualified investors;(b) an offer of securities addressed to fewer than 150 natural or legal persons…
+ The total aggregated consideration of the offers of securities to the public referred to in the first subparagraph, point (i), shall take into account the total aggregated consideration of all ongoing offers of securities to the public and offers of securities to the public made within the 12 months…
− **5.** The obligation to publish a prospectus set out in Article 3(3) shall not apply to the admission to trading on a regulated market of any of the following:(a) securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a perio…
+ **6.** The exemptions from the obligation to publish a prospectus that are set out in paragraphs 4 and 5 may be combined together. However, the exemptions in paragraph 5, first subparagraph, points (a) and (b), shall not be combined together where such combination could lead to the immediate or defe…
− **6.** The exemptions from the obligation to publish a prospectus that are set out in paragraphs 4 and 5 may be combined together. However, the exemptions in points (a) and (b) of the first subparagraph of paragraph 5 shall not be combined together if such combination could lead to the immediate or …
+ **6a.** The exemptions set out in point (f) of paragraph 4 and in point (e) of paragraph 5 shall only apply to equity securities, and only in the following cases:(a) the equity securities offered are fungible with existing securities already admitted to trading on a regulated market prior to the tak…
− **6a.** The exemptions set out in point (f) of paragraph 4 and in point (e) of paragraph 5 shall only apply to equity securities, and only in the following cases:(a) the equity securities offered are fungible with existing securities already admitted to trading on a regulated market prior to the tak…
+ ### Article 2 — Definitions
− ### Article 2
+ 
+ (da) ‘restructuring’ means restructuring as defined in Article 2(1), point (1), of Directive (EU) 2019/1023 of the European Parliament and of the Council (6);
+ 
+ (db) ‘insolvency proceedings’ means insolvency proceedings as defined in Article 2, point (4), of Regulation (EU) 2015/848 of the European Parliament and of the Council (7);
+ (r) ‘approval’ means the positive act at the outcome of the scrutiny by the home Member State’s competent authority of the completeness, the consistency and the comprehensibility of the information given in the prospectus, but does not concern the accuracy of that information;
− (r) ‘approval’ means the positive act at the outcome of the scrutiny by the home Member State’s competent authority of the completeness, the consistency and the comprehensibility of the information given in the prospectus;
+ (z) ‘electronic format’ means an electronic format as defined in Article 4(1), point (62a), of Directive 2014/65/EU.
− (z) ‘durable medium’ means any instrument which: (i) enables a customer to store information addressed personally to that customer in a way accessible for future reference and for a period adequate for the purposes of the information; and (ii) allows the unchanged reproduction of the information sto…
+ ### Article 3 — Obligation to publish a prospectus and exemption
− ### Article 3
+ ### Article 4 — Voluntary prospectus
− ### Article 4
+ **1.** Where an offer of securities to the public or an admission of securities to trading on a regulated market is exempted from the obligation to publish a prospectus in accordance with Article 1(4) or (5), or Article 3(2) or (2a), an issuer, an offeror or a person asking for admission to trading …
− **1.** Where an offer of securities to the public or an admission of securities to trading on a regulated market is outside the scope of this Regulation in accordance with Article 1(3), or exempted from the obligation to publish a prospectus in accordance with Article 1(4), 1(5) or 3(2), an issuer, …
+ ### Article 5 — Subsequent resale of securities
− ### Article 5
+ **1.** ►M5 Any subsequent resale of securities which were previously the subject of one or more of the types of offer of securities to the public listed in Article 1(4), points (a) to (db), shall be considered as a separate offer and the definition set out in Article 2, point (d), shall apply for th…
− **1.** Any subsequent resale of securities which were previously the subject of one or more of the types of offer of securities to the public listed in points (a) to (d) of Article 1(4) shall be considered as a separate offer and the definition set out in point (d) of Article 2 shall apply for the p…
+ ### Article 6 — The prospectus
− ### Article 6
+ **1.** ►M5 Without prejudice to Article 14a(2), Article 15a(2) and Article 18(1), a prospectus shall contain the necessary information which is material to an investor for making an informed assessment of:** ◄ **▼B(a) the assets and liabilities, profits and losses, financial position, and prospects …
− **1.** Without prejudice to Articles 14(2), 14a(2) and 18(1), a prospectus shall contain the necessary information which is material to an investor for making an informed assessment of:▼B(a) the assets and liabilities, profits and losses, financial position, and prospects of the issuer and of any gu…
+ ### Article 7 — The prospectus summary
− ### Article 7
+ 
+ **14.** ESMA shall develop guidelines on comprehensibility and on the use of plain language in summaries to ensure that the information provided therein is concise, clear and user friendly.
+ 
+ **15.** In order to ensure uniform conditions of application of this Article, ESMA shall develop draft implementing technical standards to specify the template and layout of the summaries, including the font size and style requirements.
+ 
+ ESMA shall submit those draft implementing technical standards to the Commission by 5 December 2025.
+ 
+ Power is delegated to the Commission to supplement this Regulation by adopting the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.
+ ### Article 8 — The base prospectus
− ### Article 8
+ ### Article 9 — The universal registration document
− ### Article 9
+ **2.** Any issuer that chooses to draw up a universal registration document every financial year shall submit it for approval to the competent authority of its home Member State in accordance with the procedure set out in Article 20(2) and (4).▼M5After the issuer has had a universal registration doc…
− **2.** Any issuer that chooses to draw up a universal registration document every financial year shall submit it for approval to the competent authority of its home Member State in accordance with the procedure set out in Article 20(2) and (4).After the issuer has had a universal registration docume…
+ ### Article 10 — Prospectuses consisting of separate documents
− ### Article 10
+ ### Article 11 — Responsibility attaching to the prospectus
− ### Article 11
+ **2.** Member States shall ensure that their laws, regulations and administrative provisions on civil liability apply to those persons responsible for the information given in a prospectus.▼M5However, Member States shall ensure that no civil liability shall attach to any person solely on the basis o…
− **2.** Member States shall ensure that their laws, regulations and administrative provisions on civil liability apply to those persons responsible for the information given in a prospectus.However, Member States shall ensure that no civil liability shall attach to any person solely on the basis of t…
+ ### Article 12 — Validity of a prospectus, registration document and universal registration document
− ### Article 12
+ ### Article 13 — Minimum information and format
− ### Article 13
+ **3.** The delegated acts referred to in paragraphs 1 and 2 shall comply with Annexes I, II and III to this Regulation.
− **3.** The delegated acts referred to in paragraphs 1 and 2 shall be based on the standards in the field of financial and non-financial information set out by international securities commission organisations, in particular by the International Organisation of Securities Commissions (IOSCO), and on …
+ ### Article 14 — Simplified disclosure regime for secondary issuances
− ### Article 14
+ ### Article 15 — EU Growth prospectus
− ### Article 15
+ 
+ ### Article 16 — Risk factors
+ 
+ **1.** The risk factors featured in a prospectus shall be limited to risks which are specific to the issuer and to the securities and which are material for taking an informed investment decision, as corroborated by the content of the prospectus.
+ A prospectus shall not contain risk factors that are generic, that only serve as disclaimers, or that do not give a sufficiently clear picture of the specific risk factors of which investors are to be aware.
+ 
+ When drawing up the prospectus, issuers, offerors or persons asking for admission to trading on a regulated market shall assess the materiality of the risk factors based on the probability of their occurrence and the expected magnitude of their negative impact.
+ 
+ The issuer, the offeror or the person asking for admission to trading on a regulated market shall adequately describe each risk factor, and explain how that risk factor affects the issuer, or affects the securities being offered or to be admitted to trading. Issuers, offerors or persons asking for a…
− ### Article 16
+ The risk factors shall be presented in a limited number of categories depending on their nature. In each category, the most material risk factors shall be listed in a manner that is consistent with the assessment provided for in the third subparagraph.
− **1.** The risk factors featured in a prospectus shall be limited to risks which are specific to the issuer and/or to the securities and which are material for taking an informed investment decision, as corroborated by the content of the registration document and the securities note.When drawing up …
+ ### Article 17 — Final offer price and amount of securities
− ### Article 17
+ **1.** Where the final offer price and/or amount of securities to be offered to the public, whether expressed in number of securities or as an aggregate nominal amount, cannot be included in the prospectus:▼M5(a) the acceptances of the purchase or subscription of securities may be withdrawn for not …
− **1.** Where the final offer price and/or amount of securities to be offered to the public, whether expressed in number of securities or as an aggregate nominal amount, cannot be included in the prospectus:(a) the acceptances of the purchase or subscription of securities may be withdrawn for not les…
+ ### Article 18 — Omission of information
− ### Article 18
+ 
+ ### Article 19 — Incorporation by reference
+ 
+ **1.** Information that is to be included in a prospectus pursuant to this Regulation and to the delegated acts adopted on the basis of it, may be incorporated by reference in that prospectus where it has been previously or simultaneously published electronically, drawn up in a language fulfilling t…
+ **1a.** Information that is not to be included in a prospectus may still be incorporated by reference in that prospectus on a voluntary basis, where it has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 27 and where it is con…
− ### Article 19
+ **1b.** An issuer, an offeror or a person asking for admission to trading on a regulated market shall not be required to publish a supplement pursuant to Article 23(1) for new annual or interim financial information published when a base prospectus is still valid pursuant to Article 12(1). Where tha…
− **1.** Information may be incorporated by reference in a prospectus where it has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 27 and where it is contained in one of the following documents:(a) documents which have been appr…
+ ### Article 20 — Scrutiny and approval of the prospectus
− ### Article 20
+ **2.** The competent authority shall notify the issuer, the offeror or the person asking for admission to trading on a regulated market of its decision regarding the approval of the prospectus within 10 working days of the submission of the draft prospectus.▼M5Where the competent authority fails to …
− **2.** The competent authority shall notify the issuer, the offeror or the person asking for admission to trading on a regulated market of its decision regarding the approval of the prospectus within 10 working days of the submission of the draft prospectus.Where the competent authority fails to tak…
+ 
+ **6a.** By way of derogation from paragraphs 2 and 4 of this Article, the time limits set out in paragraph 2, first subparagraph, and in paragraph 4 shall be reduced to seven working days for an EU Follow-on prospectus that is subject to the maximum length referred to in Article 14a(5) and (6). The …
+ The reduced time limit set out in the first subparagraph of this paragraph shall not apply to an EU Follow-on prospectus drawn up by issuers as referred to in Article 14a(1), point (c).
− **6a.** By way of derogation from paragraphs 2 and 4, the time limits set out in the first subparagraph of paragraph 2 and paragraph 4 shall be reduced to seven working days for an EU Recovery prospectus. The issuer shall inform the competent authority at least five working days before the date envi…
+ 
+ **11.** The Commission is empowered to adopt, after consulting with ESMA, delegated acts in accordance with Article 44 to supplement this Regulation by specifying the criteria for the scrutiny of prospectuses, in particular the completeness, comprehensibility and consistency of the information conta…
+ The maximum timeframe referred to in point (c) of the first subparagraph of this paragraph shall take into account point (a) of that subparagraph, the average number of iterations between the issuer, offeror or person asking for admission to trading on a regulated market and the competent authority …
+ 
+ Where the competent authority fails to take a decision on the prospectus within the maximum timeframe referred to in point (c) of the first subparagraph of this paragraph, such failure shall not be deemed to constitute approval of the prospectus.
− **11.** The Commission shall, by 21 January 2019, adopt delegated acts in accordance with Article 44 to supplement this Regulation by specifying the criteria for the scrutiny of prospectuses, in particular the completeness, comprehensibility and consistency of the information contained therein, and …
+ ### Article 21 — Publication of the prospectus
− **13.** Without prejudice to Article 30 of Regulation (EU) No 1095/2010, ESMA shall organise and conduct at least one peer review of the scrutiny and approval procedures of competent authorities, including notifications of approval between competent authorities. The peer review shall also assess the…
+ **1.** Once approved, the prospectus shall be made available to the public by the issuer, the offeror or the person asking for admission to trading on a regulated market at a reasonable time in advance of, and at the latest at the beginning of, the offer to the public or the admission to trading of …
− ### Article 21
− **1.** Once approved, the prospectus shall be made available to the public by the issuer, the offeror or the person asking for admission to trading on a regulated market at a reasonable time in advance of, and at the latest at the beginning of, the offer to the public or the admission to trading of …
− 
+ **5a.** An EU Follow-on prospectus shall be separately classified in the storage mechanism referred to in paragraph 6 in a way that is differentiated from the other types of prospectuses.
+ 
+ **5b.** An EU Growth issuance prospectus shall be classified in the storage mechanism referred to in paragraph 6 in a way that it is differentiated from the other types of prospectuses.
− **5a.** An EU Recovery prospectus shall be classified in the storage mechanism referred to in paragraph 6 of this Article. The data used for the classification of prospectuses drawn up in accordance with Article 14 may be used for the classification of EU Recovery prospectuses drawn up in accordance…
+ **11.** A copy of the prospectus shall be delivered in electronic format to any potential investor, upon request and free of charge, by the issuer, the offeror, the person asking for admission to trading on a regulated market or the financial intermediaries placing or selling the securities.
− **11.** A copy of the prospectus on a durable medium shall be delivered to any potential investor, upon request and free of charge, by the issuer, the offeror, the person asking for admission to trading on a regulated market or the financial intermediaries placing or selling the securities. In the e…
+ **1.** From 10 July 2026, when making public any information referred to in Article 1(4) points (f) and (g), Article 1(5) first subparagraph, points (e) and (f), Articles 8(5), 9(4), 10(2), 17(2), 21(1), 21(9) and 23(1) of this Regulation, the issuer, the offeror or the person asking for admission t…
− **1.** From 10 July 2026, when making public any information referred to in Article 1(4) points (f) and (g), Article 1(5) first subparagraph, points (e) and (f), Articles 8(5), 9(4), 10(2), 17(2), 21(1), 21(9) and 23(1) of this Regulation, the issuer, the offeror or the person asking for admission t…
+ ### Article 22 — Advertisements
− ### Article 22
+ ### Article 23 — Supplements to the prospectus
− ### Article 23
+ **2.** Where the prospectus relates to an offer of securities to the public, investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within three working days after the publication of the supplement, to withdr…
− **2.** Where the prospectus relates to an offer of securities to the public, investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within two working days after the publication of the supplement, to withdraw…
+ The supplement shall contain a prominent statement concerning the right of withdrawal, which clearly states all of the following:
− **2a.** By way of derogation from paragraph 2, from 18 March 2021 to 31 December 2022, where the prospectus relates to an offer of securities to the public, investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisa…
+ (a) a right of withdrawal is only granted to those investors who had already agreed to purchase or subscribe for the securities before the supplement was published and where the securities had not yet been delivered to the investors at the time when the significant new factor, material mistake or ma…
− The supplement shall contain a prominent statement concerning the right of withdrawal, which clearly states:
− 
− (a) that a right of withdrawal is only granted to those investors who had already agreed to purchase or subscribe for the securities before the supplement was published and where the securities had not yet been delivered to the investors at the time when the significant new factor, material mistake …
+ (b) the period during which investors can exercise their right of withdrawal;
− (b) the period in which investors can exercise their right of withdrawal; and
+ (c) whom investors may contact if they wish to exercise the right of withdrawal.
− (c) whom investors may contact should they wish to exercise the right of withdrawal.
+ **3.** Where investors purchase or subscribe securities through a financial intermediary between the time when the prospectus for those securities is approved and the closing of the initial offer period, that financial intermediary shall:(a) inform those investors of the possibility of a supplement …
− **3.** Where the securities are purchased or subscribed through a financial intermediary, that financial intermediary shall inform investors of the possibility of a supplement being published, where and when it would be published and that the financial intermediary would assist them in exercising th…
+ Where the investors referred to in the first subparagraph of this paragraph have the right of withdrawal referred to in paragraph 2, the financial intermediary shall contact those investors by electronic means by the end of the first working day following that on which the supplement is published.
− **3a.** By way of derogation from paragraph 3, from 18 March 2021 to 31 December 2022, where investors purchase or subscribe securities through a financial intermediary between the time when the prospectus for those securities is approved and the closing of the initial offer period, that financial i…
+ Where the securities are purchased or subscribed directly from the issuer, that issuer shall inform investors of the possibility of a supplement being published, where and the period when it would be published and that, in such a case, they could have a right to withdraw the acceptance.
− Where the investors referred to in the first subparagraph of this paragraph have the right of withdrawal referred to in paragraph 2a, the financial intermediary shall contact those investors by the end of the first working day following that on which the supplement is published.
+ **4.** Where the issuer prepares a supplement concerning information in the base prospectus that relates to only one or several individual issues, the right of investors to withdraw their acceptances pursuant to paragraph 2 shall only apply to the relevant issue(s) and not to any other issue of secu…
− Where the securities are purchased or subscribed directly from the issuer, that issuer shall inform investors of the possibility of a supplement being published and where it would be published and that, in such a case, they could have a right to withdraw the acceptance.
+ **4a.** A supplement to a base prospectus shall not be used to introduce a new type of security for which the necessary information has not been included in that base prospectus, unless doing so is necessary to comply with capital requirements under Union law or national law transposing Union law.
− **4.** Where the issuer prepares a supplement concerning information in the base prospectus that relates to only one or several individual issues, the right of investors to withdraw their acceptances pursuant to paragraph 2 shall only apply to the relevant issue(s) and not to any other issue of secu…
+ 
+ **8.** ESMA shall by 5 June 2026 develop guidelines to specify the circumstances in which a supplement is to be considered to introduce a new type of security that is not already described in a base prospectus.
+ ### Article 24 — Union scope of approvals of prospectuses
− ### Article 24
+ ### Article 25 — Notification of prospectuses and supplements and communication of final terms
− ### Article 25
+ ### Article 26 — Notification of registration documents or universal registration documents
− ### Article 26
+ ### Article 27 — Use of language
− ### Article 27
+ 
+ **2.** Where an offer of securities to the public is made or admission to trading on a regulated market is sought in more than one Member State including the home Member State or in one or more Member States excluding the home Member State, the prospectus shall be drawn up either in a language accep…
+ The summary referred to in Article 7 shall be available in the official language of each Member State, or at least one of the official languages of each Member State, or in another language accepted by the competent authority of each Member State. Member States shall not require the translation of a…
− **2.** Where an offer of securities to the public is made or admission to trading on a regulated market is sought in one or more Member States excluding the home Member State, the prospectus shall be drawn up either in a language accepted by the competent authorities of those Member States or in a l…
+ **4.** The final terms shall be drawn up in the same language as the language of the approved base prospectus.
+ 
+ The summary of the individual issue shall be available in the official language of the home Member State, or at least one of its official languages, or in another language accepted by the competent authority of that Member State.
− **3.** Where an offer of securities to the public is made or an admission to trading on a regulated market is sought in more than one Member State including the home Member State, the prospectus shall be drawn up in a language accepted by the competent authority of the home Member State, and shall a…
+ When, in accordance with Article 25(4), the final terms are communicated to the competent authority of the host Member State or, if there is more than one host Member State, to the competent authorities of the host Member States, the summary of the individual issue annexed to the final terms shall b…
− **4.** The final terms and the summary of the individual issue shall be drawn up in the same language as the language of the approved base prospectus.When, in accordance with Article 25(4), the final terms are communicated to the competent authority of the host Member State or, if there is more than…
+ ### Article 28 — Offer of securities to the public or admission to trading on a regulated market made under a prospectus drawn up in accordance with this Regulation
− ### Article 28
+ 
+ ### Article 29 — Equivalence
+ 
+ **1.** A third country issuer may offer securities to the public in the Union or seek the admission to trading of securities on a regulated market established in the Union after prior publication of a prospectus drawn up and approved in accordance with, and which is subject to, the national laws of …
+ 
+ **2.** Where, in accordance with paragraph 1, a third country issuer offers securities to the public or seeks an admission to trading on a regulated market in a Member State other than the home Member State, the requirements set out in Articles 24, 25 and 27 shall apply.
+ 
+ **3.** Where all criteria laid down in paragraph 1 are met, the third country issuer shall have the rights and be subject to all obligations in accordance with this Regulation under the supervision of the competent authority of the home Member State.
+ **4.** The Commission may adopt an implementing act, in accordance with the examination procedure referred to in Article 45(2), determining that the legal and supervisory framework of a third country ensures that a third country prospectus complies with legally binding requirements which are equival…
− ### Article 29
+ The Commission may make the application of such implementing act subject to the effective and continuous compliance by a third country with any requirements set out in that implementing act.
− **1.** The competent authority of the home Member State of a third country issuer may approve a prospectus for an offer of securities to the public or for admission to trading on a regulated market, drawn up in accordance with, and which is subject to, the national laws of the third country issuer, …
+ **5.** The Commission is empowered to adopt delegated acts, in accordance with Article 44, to supplement this Regulation by specifying further the conditions referred to in paragraph 4.
− **2.** In the case of an offer to the public or admission to trading on a regulated market of securities issued by a third country issuer, in a Member State other than the home Member State, the requirements set out in Articles 24, 25 and 27 shall apply.
+ ### Article 30 — Cooperation with third countries
− **3.** The Commission is empowered to adopt delegated acts in accordance with Article 44 to supplement this Regulation by establishing general equivalence criteria, based on the requirements laid down in Articles 6, 7, 8 and 13.On the basis of the above criteria, the Commission may adopt an implemen…
+ **1.** For the purpose of Article 29 and, where deemed necessary, for the purpose of Article 28, the competent authorities of the Member States or ESMA, upon the request of at least one competent authority, shall conclude cooperation arrangements concerning the exchange of information with superviso…
− ### Article 30
+ Before concluding a cooperation arrangement in accordance with the first subparagraph, a competent authority shall inform ESMA and the other competent authorities thereof.
− **1.** For the purpose of Article 29 and, where deemed necessary, for the purpose of Article 28, the competent authorities of Member States shall conclude cooperation arrangements with supervisory authorities of third countries concerning the exchange of information with supervisory authorities in t…
+ **2.** For the purpose of Article 29 and, where deemed necessary, for the purpose of Article 28, ESMA shall facilitate and coordinate the development of cooperation arrangements between the competent authorities and the relevant supervisory authorities of third countries. ESMA shall also, where nece…
− **2.** For the purpose of Article 29 and, where deemed necessary, for the purpose of Article 28, ESMA shall facilitate and coordinate the development of cooperation arrangements between the competent authorities and the relevant supervisory authorities of third countries.ESMA shall also, where neces…
+ **3.** Cooperation arrangements on the exchange of information with supervisory authorities of third countries may be concluded only where the information disclosed is subject to guarantees of professional secrecy which are at least equivalent to those set out in Article 35. Such exchange of informa…
− **3.** The competent authorities shall conclude cooperation arrangements on exchange of information with the supervisory authorities of third countries only where the information disclosed is subject to guarantees of professional secrecy which are at least equivalent to those set out in Article 35. …
+ **4.** The Commission is empowered to adopt delegated acts in accordance with Article 44 to supplement this Regulation by determining the minimum content of the cooperation arrangements referred to in paragraph 1 of this Article and the template document to be used for such cooperation arrangements.
− **4.** ESMA may, or where the Commission so requests shall, develop draft regulatory technical standards to determine the minimum content of the cooperation arrangements referred to in paragraph 1 and the template document to be used therefor.Power is delegated to the Commission to adopt the regulat…
+ ### Article 31 — Competent authorities
− ### Article 31
+ ### Article 32 — Powers of competent authorities
− ### Article 32
+ **1.** In order to fulfil their duties under this Regulation, competent authorities shall have, in accordance with national law, at least the following supervisory and investigatory powers:(a) to require issuers, offerors or persons asking for admission to trading on a regulated market to include in…
− **1.** In order to fulfil their duties under this Regulation, competent authorities shall have, in accordance with national law, at least the following supervisory and investigatory powers:(a) to require issuers, offerors or persons asking for admission to trading on a regulated market to include in…
+ ### Article 33 — Cooperation between competent authorities
− ### Article 33
+ ### Article 34 — Cooperation with ESMA
− ### Article 34
+ ### Article 35 — Professional secrecy
− ### Article 35
+ ### Article 36 — Data protection
− ### Article 36
+ ### Article 37 — Precautionary measures
− ### Article 37
+ ### Article 38 — Administrative sanctions and other administrative measures
− ### Article 38
+ **1.** Without prejudice to the supervisory and investigatory powers of competent authorities under Article 32, and the right of Member States to provide for and impose criminal sanctions, Member States shall, in accordance with national law, provide for competent authorities to have the power to im…
− **1.** Without prejudice to the supervisory and investigatory powers of competent authorities under Article 32, and the right of Member States to provide for and impose criminal sanctions, Member States shall, in accordance with national law, provide for competent authorities to have the power to im…
+ ### Article 39 — Exercise of supervisory powers and powers to impose sanctions
− ### Article 39
+ ### Article 40 — Right of appeal
− ### Article 40
+ For the purposes of Article 20, a right of appeal shall also apply where the competent authority has neither taken a decision to approve or to refuse an application for approval nor has made any request for changes or supplementary information within the time limits set out in Article 20(2), (3), (6…
− For the purposes of Article 20, a right of appeal shall also apply where the competent authority has neither taken a decision to approve or to refuse an application for approval nor has made any request for changes or supplementary information within the time limits set out in Article 20(2), (3) and…
+ ### Article 41 — Reporting of infringements
− ### Article 41
+ ### Article 42 — Publication of decisions
− ### Article 42
+ ### Article 43 — Reporting sanctions to ESMA
− ### Article 43
+ ### Article 44 — Exercise of the delegation
− ### Article 44
+ **2.** The power to adopt delegated acts referred to in Article 1(7), Article 9(14), Article 13(1) and (2), Article 14a(8), Article 15a(8), Article 16(5), Article 20(11), Article 29(5) and Article 30(4) shall be conferred on the Commission for an indeterminate period from 20 July 2017.
− **2.** The power to adopt delegated acts referred to in Article 1(7), Article 9(14), Article 13(1) and (2), Article 14(3), Article 15(2), Article 16(5), Article 20(11) and Article 29(3) shall be conferred on the Commission for an indeterminate period from 20 July 2017.
+ **3.** The delegation of powers referred to in Article 1(7), Article 9(14), Article 13(1) and (2), Article 14a(8), Article 15a(8), Article 16(5), Article 20(11), Article 29(5) and Article 30(4) may be revoked at any time by the European Parliament or by the Council. A decision to revoke shall put an…
− **3.** The delegation of powers referred to in Article 1(7), Article 9(14), Article 13(1) and (2), Article 14(3), Article 15(2), Article 16(5), Article 20(11) and Article 29(3) may be revoked at any time by the European Parliament or by the Council. A decision to revoke shall put an end to the deleg…
+ **6.** A delegated act adopted pursuant to Article 1(7), Article 9(14), Article 13(1) or (2), Article 14a(8), Article 15a(8), Article 16(5), Article 20(11), Article 29(5) or Article 30(4) shall enter into force only if no objection has been expressed either by the European Parliament or by the Counc…
− **6.** A delegated act adopted pursuant to Article 1(7), Article 9(14), Article 13(1) and (2), Article 14(3), Article 15(2), Article 16(5), Article 20(11) and Article 29(3) shall enter into force only if no objection has been expressed either by the European Parliament or the Council within a period…
+ ### Article 45 — Committee procedure
− ### Article 45
+ **1.** The Commission shall be assisted by the European Securities Committee established by Commission Decision 2001/528/EC (17). That committee shall be a committee within the meaning of Regulation (EU) No 182/2011.
− **1.** The Commission shall be assisted by the European Securities Committee established by Commission Decision 2001/528/EC (18). That committee shall be a committee within the meaning of Regulation (EU) No 182/2011.
+ ### Article 46 — Repeal
− ### Article 46
+ ### Article 47 — ESMA report on prospectuses
− ### Article 47
+ **1.** Based on the documents made public through the mechanism referred to in Article 21(6), ESMA shall publish every year a report containing statistics on the prospectuses approved and notified in the Union and an analysis of trends taking into account:▼M5(a) the types of issuers, in particular t…
− **1.** Based on the documents made public through the mechanism referred to in Article 21(6), ESMA shall publish every year a report containing statistics on the prospectuses approved and notified in the Union and an analysis of trends taking into account:(a) the types of issuers, in particular the …
+ **2.** The report referred to in paragraph 1 shall contain in particular:▼M5(a) an analysis of the extent to which the disclosure regimes set out in Articles 14a and 15a, and the universal registration document referred to in Article 9, are used throughout the Union;▼B(b) statistics on base prospect…
− **2.** The report referred to in paragraph 1 shall contain in particular:(a) an analysis of the extent to which the disclosure regimes set out in Articles 14 and 15 and the universal registration document referred to in Article 9 are used throughout the Union;(b) statistics on base prospectuses and …
+ **3.** In addition to the requirements set out in paragraphs 1 and 2, ESMA shall include in the report referred to in paragraph 1 the following information:(a) an analysis of the extent to which the exemptions referred to in Article 1(4), first subparagraph, points (da) and (db), and in Article 1(5)…
− ### Article 47a — Time limitation of the EU Recovery prospectus regime
+ ### Article 48 — Review
− The EU Recovery prospectus regime set out in Article 7(12a), Article 14a, Article 20(6a) and Article 21(5a) expires on 31 December 2022.
+ **1.** By 31 December 2028 the Commission shall present a report to the European Parliament and the Council on the application of this Regulation, accompanied, where appropriate, by a legislative proposal.
− EU Recovery prospectuses approved between 18 March 2021 and 31 December 2022 shall continue to be governed in accordance with Article 14a until the end of their validity or until 12 months have elapsed after 31 December 2022, whichever occurs first.
+ **2.** The report shall contain an assessment of, inter alia, whether the prospectus summary, the disclosure regimes set out in Articles 14a and 15a, the universal registration document referred to in Article 9 and the framework for the scrutiny and approval of the prospectus referred to in Article …
− ### Article 48
+ **2a.** The Commission shall, by 31 December 2025, present a report to the European Parliament and to the Council analysing the issue of liability for the information given in a prospectus, assessing whether further harmonisation of the prospectus liability in the Union could be warranted and, if re…
− **1.** Before 21 July 2022 the Commission shall present a report to the European Parliament and the Council on the application of this Regulation, accompanied where appropriate by a legislative proposal.
− 
− **2.** The report shall assess, inter alia, whether the prospectus summary, the disclosure regimes set out in Articles 14, 14a and 15 and the universal registration document referred to in Article 9 remain appropriate in light of their pursued objectives. In particular, the report shall include the …
+ 
+ ### Article 48a — Transitional provisions
+ 
+ **1.** Prospectuses approved until 4 June 2026 shall continue to be governed until the end of their validity by the version of this Regulation in force on the day of their approval.
+ 
+ **2.** By way of derogation from paragraph 1, prospectuses approved in accordance with Article 14 until 4 March 2026 shall continue to be governed by that Article until the end of their validity.
+ **3.** By way of derogation from paragraph 1, prospectuses approved in accordance with Article 15 until 4 March 2026 shall continue to be governed by that Article until the end of their validity.
+ 
+ ### Article 49 — Entry into force and application
− ### Article 49