This Practice Note explains the requirements for the approval and publication of prospectuses under the EU Prospectus Regulation. It covers (1) the concept of Home Member State and approval of prospectuses drawn up under the laws of a third country, (2) publication of prospectuses, (3) supplements and advertisements, (4) language requirements and (5) the concept of the single passport. It also reflects, where applicable, the changes introduced by the EU Listing Act which are currently in force. This Practice Note compliments other practical guidance on the EU Prospectus Regulation. For an overview of the main provisions of the regime, see Practice Notes: The EU Prospectus Regulation—essentials and The EU Prospectus Regulation—level 2 and level 3 measures. This Practice Note has a debt securities focus. Approval and publication of prospectuses Why does a prospectus need to be approved and who approves it? An EU Prospectus Regulation-compliant prospectus must be prepared and published before an offer of securities is made to the public, or securities are admitted to trading on a regulated market,

STOP PRESS: On 9 September 2026, ESMA published a package of materials under the EU Prospectus Regulation (EU PR) to reflect changes introduced by the EU Listing Act. The package included: (1) a consultation paper seeking stakeholder feedback on updates to ESMA guidelines on disclosure requirements (ESMA expects to publish the Final Report and updated disclosure Guidelines in Q2 2027); (2) updated ESMA Q&As reflecting amendments to the EU PR; (3) a Final Report on Guidelines on supplements which introduce new securities to a base prospectus (the Guidelines on supplements will become effective two months after their publication on ESMA’s website in all the official EU languages); and (4) a Final Report on regulatory technical standards (RTS) on key financial information to be included in prospectus summaries (ESMA has submitted the Final Report to the Commission for a decision on whether to adopt the RTS updating Commission Delegated Regulation 2019/979). This Practice Note summarises the main provisions of Regulation (EU) 2017/1129 (the EU Prospectus Regulation). It compliments other practical guidance on the EU Prospectus Regulation

This Practice Note explains when a prospectus is required under Regulation (EU) 2017/1129 (the EU Prospectus Regulation) and has a debt securities focus. It also includes a Checklist for use when advising on an issue of debt securities to determine whether it will be necessary to prepare a prospectus for the transaction under the EU Prospectus Regulation. The EU Prospectus regime: background and legislation package The EU Prospectus Regulation was published in the Official Journal of the EU on 30 June 2017 with all provisions applicable from 21 July 2019. While the EU Prospectus Regulation provides the core requirements of the regime, it is accompanied by level 2 technical implementing measures (in the form of Commission Delegated Regulations which include detailed disclosure annexes for different types of issuers and securities) and ESMA level 3 guidelines, technical advice and Q&As. EU Listing Act Regulation (EU) 2024/2809 (the Amending Regulation), an element of the EU Listing Act package, was published in the Official Journal of the EU on 14 November 2024 and entered into force

This Practice Note lists the delegated acts, guidelines and other Level 2 and Level 3 measures adopted under Regulation (EU) 2017/1129 (the EU Prospectus Regulation) including measures implementing the changes introduced to the regime by the EU Listing Act. EU Prospectus Regulation—Level 2 measures The tables below list Commission Delegated Regulations relating to the EU Prospectus Regulation. Level 2 measure Subject Commission Delegated Regulation (EU) 2026/1061 This Commission Delegated Regulation amends Commission Delegated Regulation (EU) 2019/980 to implement and supplement the EU Listing Act changes concerning prospectus content, format, scrutiny and approval. It entered into force on 16 August 2026 and:• replaces the separate retail and wholesale non-equity registration document and securities note schedules with single Annexes 7 and 14, while identifying retail-specific and wholesale-specific disclosure items • introduces an EU IPO prospectus and standardised formats and sequences for specified equity and non-equity prospectuses, including prominent placement of risk factors • revises the format of base prospectuses and introduces cross-reference or margin-annotation requirements where the prescribed order is not followed

This Practice Note provides guidance on the format and contents requirements for a prospectus prepared under the Regulation (EU) 2017/1129 (the EU Prospectus Regulation). It covers (1) the format of the prospectus as single or multiple documents, (2) the core content requirements including risk factors and the concept of incorporation by reference, (3) the alleviated disclosure regimes for the EU growth prospectus, secondary issuances and the universal disclosure document and (4) the level 2 disclosure requirements set out in the Commission Delegated Regulations. It also reflects changes introduced by the EU Listing Act. The Practice Note compliments other practical guidance on the EU prospectus regime. For background to the EU Prospectus Regulation and an overview of the main provisions of the regime, see Practice Notes: The EU Prospectus Regulation—essentials and The EU Prospectus Regulation—level 2 and level 3 measures. This Practice Note has a debt capital markets focus. When is a prospectus required and what should it contain? An EU Prospectus Regulation-compliant prospectus must be prepared and approved before an offer of securities

This Practice Note sets out a summary of Directive (EU) 2020/1828 (EU Representative Actions Directive or EU Collective Redress Directive) which makes available in all EU Member States a mechanism for the protection of the collective interests of consumers. This legislation is intended to better facilitate collective proceedings for European consumers. The EU Representative Actions Directive requires Member States to ensure they have at least one procedural mechanism that allows qualified entities to bring representative actions for not only injunctive relief but also effective remedy on behalf of consumers. This includes seeking compensation for infringement of consumer rights in areas such as financial services, travel and tourism, energy, health, telecommunications and data protection, as appropriate and available under EU or national law. The EU Representative Actions Directive entered into force on 24 December 2020, EU Member States were to transpose it into national law by 25 December 2022 and the measures became applicable from 25 June 2023. It repealed Directive 2009/22/EC, the EU Injunction Directive on 25 June 2023. Background Under

Introduction Block exemption regulations provide widely applicable safe harbours for agreements from the EU prohibition on anticompetitive agreements which is set out in Article 101(1) TFEU, provided that the agreement meets the requirements of the relevant block exemption regulation. Each block exemption is based on the presumption that any restrictive agreement that falls within its scope fulfils the four conditions under Article 101(3) TFEU that are necessary for an individual exemption from the application of Article 101(1) TFEU (see further, Article 101(1) TFEU—the prohibition on restrictive agreements and Individual exemptions under Article 101(3) TFEU). Each block exemption regulation therefore creates a safe harbour, which protects restrictive arrangements from legal challenge under Article 101 TFEU. The previous Research & Development Block Exemption Regulation (EU) 1217/2010 (R&D 2010), which expired on 30 June 2023, had been in force since 1 January 2011. Following a review process and consultation with stakeholders, the revised Research & Development Block Exemption Regulation (EU) 2023/1066 (R&D BER 2023) entered into force on 1 July 2023. Research

This Practice Note provides an overview of Directive 2019/771 (OJ L 136/28) on certain aspects concerning contracts for the sale of goods, the EU Sale of goods Directive (EU SGD), introduced as part of the European Commission’s Digital Single Market strategy. The EU SGD provides various rights and remedies for consumers in respect of business-to-consumer (B2C) contracts for the supply of goods, and is complemented by Directive (EU) 2019/770 (OJ L 136/1) on certain aspects concerning contracts for the supply of digital content and digital services, the EU Digital Content Directive (EU DCD) (introduced alongside the EU SGD). For more information on the EU DCD, see Practice Note: The EU Digital Content Directive. The EU SGD repealed Directive 1999/44/EC (OJ L 171/12) on certain aspects of the sale of consumer goods and associated guarantees, the EU Consumer Sales Directive with effect from 1 January 2022. The EU SGD entered into force on 11 June 2019. EU Member States were required to adopt and publish the measures necessary to comply with the EU SGD by 1 July

STOP PRESS: This Practice Note is being updated for Statement of changes in Immigration Rules HC 584, issued on 3 September 2026. For more details, see: LNB News 03/09/2026 37. This Practice Note covers: • the background and purpose of the EU Settlement Scheme (the Scheme) • who falls within scope of the Scheme (sponsors and family members) • the residence requirement (for limited and indefinite leave) • the suitability requirements (including in relation to criminal conduct and deception) • family permits under the Scheme • the outcome and maintaining status following grant of leave, and • naturalisation and other possible British citizenship consequences following grant of leave For details of application procedures under the Scheme, see Practice Note: Making an application under the EU Settlement Scheme. For the purpose of this Note, European Economic Area (EEA) citizens are defined as nationals of all remaining 27 EU Member States, as well as Liechtenstein, Norway and Iceland and Switzerland. Although Switzerland is not a member of the EEA, it is treated,

EU Short Selling Regulation—background and purpose Regulation (EU) 236/2012 (the EU Short Selling Regulation) came into force on 25 March 2012 and applies from 1 November 2012. The EU Short Selling Regulation sets out a harmonised framework with regard to the requirements and powers relating to short selling and credit default swaps (CDS) and ensures greater consistency between Member States in relation to their approach to formulating rules in relation to short selling and when emergency measures should be taken. The objectives of the EU Short Selling Regulation are to: • increase transparency on short positions held by investors in certain EU securities • ensure Member States have clear powers to intervene in exceptional situations to reduce systemic risks and risks to financial stability and market confidence arising from short selling and credit default swaps (CDS) • ensure coordination between Member States and the European Securities and Markets Authority (ESMA) in exceptional situations • reduce settlement risks and other risks linked with uncovered (‘naked’) short selling, and • reduce risks to the stability of sovereign debt

Background The global financial and economic crisis which began in 2007 highlighted the increasing risk of financial fragmentation within the internal market for banking services in the EU. To address this concern, the EU established a European Banking Union, which is underpinned by a single rulebook for financial services for the internal market as a whole. This further integrates the banking systems of the EU, with the aim of ensuring the stability and integrity of the EU internal market. As part of the European Banking Union, the EU established a Single Supervisory Mechanism (SSM) (established by Council Regulation (EU) 1024/2013, the EU SSM Regulation) which harmonised the supervision of credit institutions across the internal market. All banks supervised under the SSM also participate in the Single Resolution Mechanism (SRM) (established by Council Regulation (EU) 806/2014, the EU SRM Regulation). The SRM is an integral part of harmonising the resolution regime established by the Bank Recovery and Resolution Directive 2014/59/EU (BRRD) in Member States participating in the SSM (ie all Member States in the Euro-zone and those

Introduction Block exemption regulations provide widely applicable safe harbours for agreements from the EU prohibition on anticompetitive agreements which is set out in Article 101(1) TFEU, provided that the agreement meets the requirements of the relevant block exemption regulation. Each block exemption is based on the presumption that any restrictive agreement that falls within its scope fulfils the four conditions under Article 101(3) TFEU that are necessary for an individual exemption from the application of Article 101(1) TFEU (see further, Article 101(1) TFEU—the prohibition on restrictive agreements and Individual exemptions under Article 101(3) TFEU). Each block exemption regulation therefore creates a safe harbour, which protects restrictive arrangements from legal challenge under Article 101 TFEU. The previous Specialisation Block Exemption Regulation (EU) 1218/2010 (SBER 2010), which expired on 30 June 2023, had been in force since 1 January 2011. Following a review process and consultation with stakeholders, the revised Specialisation Block Exemption Regulation (EU) 2023 (SBER 2023) entered into force on 1 July 2023. Specialisation agreements are most likely to contribute