REGULATION (EU) 2023/2631 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 22 November 2023
on European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds
(Text with EEA relevance)
TITLE I
SUBJECT MATTER AND DEFINITIONS
Article 1
Subject matter
Article 2
Definitions
TITLE II
REQUIREMENTS FOR THE USE OF THE DESIGNATION ‘EUROPEAN GREEN BOND’ OR ‘EUGB’
CHAPTER 1
Bond-related requirements
Article 3
Designation ‘European Green Bond’ or ‘EuGB’
Article 4
Use of the proceeds of European Green Bonds
Article 5
Flexibility in the use of the proceeds of European Green Bonds
Article 6
Financial assets
Article 7
CapEx plans
Article 8
Application of the technical screening criteria and grandfathering
Article 9
Exclusion of non-cooperative jurisdictions for tax purposes
CHAPTER 2
Transparency and external review requirements
Article 10
European Green Bond factsheet and pre-issuance review
Article 11
Allocation reports and post-issuance review of allocation reports
Article 12
European Green Bond impact report
Article 13
Sovereign issuers
Article 14
Prospectus for European Green Bonds
Article 15
Publication on the issuer’s website and notification to ESMA and competent authorities
CHAPTER 3
Conditions for the use of the designation ‘European Green Bond’ or ‘EuGB’ in respect of securitisation bonds
Article 16
Application of the designation ‘European Green Bond’ or ‘EuGB’ to securitisation bonds
Article 17
Exclusion of bonds issued for the purpose of synthetic securitisation
Article 18
Exclusions of certain securitised exposures
Article 19
Additional disclosure requirements in the case of securitisation
TITLE III
OPTIONAL DISCLOSURE TEMPLATES FOR BONDS MARKETED AS ENVIRONMENTALLY SUSTAINABLE AND FOR SUSTAINABILITY-LINKED BONDS
Article 20
Pre-issuance disclosures for issuers of bonds marketed as environmentally sustainable or of sustainability-linked bonds
Article 21
Periodic post-issuance disclosures for issuers of bonds marketed as environmentally sustainable or of sustainability-linked bonds
TITLE IV
EXTERNAL REVIEWERS FOR EUROPEAN GREEN BONDS
CHAPTER 1
Conditions for the external review of European Green Bonds
Article 22
Registration
Article 23
Application for registration as an external reviewer for European Green Bonds
Article 24
Material changes relevant for the registration
Article 25
Language regime
CHAPTER 2
Organisational requirements, processes and documents concerning governance
Article 26
General principles
Article 27
Senior management and members of the board
Article 28
Analysts and employees of external reviewers, and other persons directly involved in the assessment activities of external reviewers
Article 29
Compliance function
Article 30
Internal policies and procedures
Article 31
Assessment methodologies and information used for reviews
Article 32
Errors in assessment methodologies or in their application
Article 33
Outsourcing
Article 34
Record-keeping requirements
Article 35
Conflicts of interest and confidentiality of information
Article 36
Provision of other services
CHAPTER 3
Reviews
Article 37
References to ESMA or other competent authorities
Article 38
Publication of reviews
CHAPTER 4
Provision of services by third-country external reviewers
Article 39
General provisions
Article 40
Equivalence decision
Article 41
Withdrawal of registration of third-country external reviewer
Article 42
Recognition of a third-country external reviewer
Article 43
Endorsement of services under this Regulation provided in a third country
TITLE V
SUPERVISION BY COMPETENT AUTHORITIES AND ESMA
CHAPTER 1
Competent authorities
Article 44
Supervision by competent authorities
Article 45
Powers of competent authorities
Article 46
Cooperation between competent authorities
Article 47
Professional secrecy
Article 48
Precautionary measures
Article 49
Administrative penalties and other administrative measures
Article 50
Exercise of supervisory powers and powers to impose penalties
Article 51
Right of appeal
Article 52
Publication of decisions
Article 53
Reporting of administrative penalties and other administrative measures to ESMA
CHAPTER 2
ESMA
Article 54
Requests for information
Article 55
General investigations
Article 56
On-site inspections
Article 57
Exercise of the powers referred to in Articles 54, 55 and 56
Article 58
Exchange of information
Article 59
Supervisory measures by ESMA
Article 60
Fines
Article 61
Periodic penalty payments
Article 62
Disclosure, nature, enforcement and allocation of fines and periodic penalty payments
Article 63
Procedural rules for taking supervisory measures and imposing fines
Article 64
Hearing of the persons subject to decisions pursuant to Articles 59, 60 and 61
Article 65
Review by the Court of Justice
Article 66
Registration, recognition and supervisory fees
Article 67
ESMA register of external reviewers and third-country external reviewers
TITLE VI
DELEGATED ACTS
Article 68
Exercise of the delegation
TITLE VII
FINAL PROVISIONS
Article 69
Transitional provisions concerning external reviewers
Article 70
Transitional provisions concerning third-country external reviewers
Article 71
Review
Article 72
Entry into force and application
ANNEX I
EUROPEAN GREEN BOND FACTSHEET
1. General information
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2. Important information
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3. Environmental strategy and rationale [A statement about whether or not the issuer intends to obtain an external review of the information submitted under this Section via a review of the impact report.] Overview
Link with the assets, turnover, CapEx, and OpEx key performance indicators
Link to the transition plans
Securitisation [Where applicable in the case of a securitisation, a description of the manner in which Article 18(1) of Regulation (EU) 2023/2631 is complied with and the information required in Article 19(2) of that Regulation.] |
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4. Intended allocation of bond proceeds [The information listed below shall be provided at least at the level of the economic activity, and ideally at the level of the project or group of projects. Confidentiality agreements, competitive considerations or a large number of underlying qualifying projects and similar considerations may justify limiting the amount of detail that is made available. Where bond proceeds are allocated to expenditure as referred to in Article 4(3) of Regulation (EU) 2023/2631, the information may be provided at programme level.] Intended allocation to taxonomy-aligned economic activities
Intended allocation to specific taxonomy-aligned economic activities
Intended allocation to economic activities not aligned with the technical screening criteria
Process and timeline for allocation [The estimated time following bond issuance until the full allocation of bond proceeds.] [A description of the processes by which the issuer will determine how projects align with the criteria for environmentally sustainable economic activities set out in Article 3 of Regulation (EU) 2020/852 (‘taxonomy requirements’).] Issuance costs [An estimate of the amount of cumulative issuance costs that are deducted from the proceeds, as permitted under Article 4(1) of Regulation (EU) 2023/2631, with an accompanying explanation.] |
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5. Environmental impact of bond proceeds [Where available, an estimate of the anticipated environmental impacts of the proceeds of the bond(s). Where this information is not available, this must be justified.] |
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6. Information on reporting [A link to the issuer’s website as required by Article 15(1) of Regulation (EU) 2023/2631.] [Where applicable, a link to the issuer’s relevant reports, such as the consolidated management report or the consolidated sustainability report pursuant to Directive 2013/34/EU.] The date on which the first reporting period starts, if different from the issuance date, as set out in Article 11(1) of Regulation (EU) 2023/2631.
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7. CapEx plan
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8. Other relevant information |
ANNEX II
EUROPEAN GREEN BOND ANNUAL ALLOCATION REPORT
[where the allocation report is revised, the title shall reflect this]
1. General information
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2. Important information [The following statement: “[This bond uses] [These bonds use] the designation ‘European Green Bond’ or ‘EuGB’ in accordance with Regulation (EU) 2023/2631 of the European Parliament and of the Council(1).”] [Where the proceeds of the bonds [are intended to be] [have been] allocated in accordance with Article 5 of that Regulation, the following statement: “[This European Green Bond makes] [These European Green Bonds make] use of the flexibility permitting a partial non-alignment with the technical screening criteria set out in the delegated acts adopted pursuant to Article 10(3), 11(3), 12(2), 13(2), 14(2) or 15(2) of Regulation (EU) 2020/852 of the European Parliament and of the Council(2) (‘the technical screening criteria’), as further described in Section 4 of this allocation report.”] |
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3. Environmental strategy and rationale Overview [The environmental objectives referred to in Article 9 of Regulation (EU) 2020/852 pursued by the bond[s]] Link with assets, turnover, CapEx, and OpEx key performance indicators [Where the issuer is subject to Article 8 of Regulation (EU) 2020/852, a description of how, to what extent (e.g., expressed as a percentage change year-on-year), and in which financial periods, bond proceeds contribute to the issuer’s key performance indicators for taxonomy-aligned assets, turnover, capital expenditure and operating expenditure, taking into account the amounts in the ‘Totals’ table in Table A, where applicable.] Link to the transition plan [Where the issuer is subject to an obligation to publish plans pursuant to Article 19a(2), point (a)(iii), or, where applicable, Article 29a(2), point (a)(iii), of Directive 2013/34/EU of the European Parliament and of the Council(3), or where the issuer voluntarily publishes transition plans:
Securitisation [Where applicable in the case of securitisation, the information required in Article 19(2) of Regulation (EU) 2023/2631.] |
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4. Allocation of bond proceeds [The information listed below shall be provided at least at the level of the economic activity, and ideally at the level of the project or group of projects. Confidentiality agreements, competitive considerations, or a large number of underlying qualifying projects and similar considerations may justify limiting the amount of detail that is made available. Where bond proceeds are allocated to expenditure as referred to in Article 4(3) of Regulation (EU) 2023/2631 the information may be provided at programme level.] Allocation to taxonomy-aligned economic activities
Allocation to specific taxonomy-aligned economic activities
Allocation to economic activities not aligned with the technical screening criteria
Issuance costs
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5. Environmental impact of bond proceeds [No information is required to be provided under this Section of the report.] |
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6. Information on reporting
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7. CapEx plan
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8. Other relevant information |
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Since issuance |
[reporting period] |
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Total amount of bond proceeds allocated since issuance: [X] Of which, total amount of bond proceeds allocated to taxonomy-aligned economic activities since issuance: [X] |
Total amount of bond proceeds allocated in the reporting period: [X] Of which, total amount of bond proceeds allocated to taxonomy-aligned economic activities in the reporting period: [X] Of which:
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Outstanding European Green Bonds |
Portfolio of environmentally sustainable assets |
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[An overview over all outstanding European Green Bonds, indicating their individual and combined value.] |
[An overview over the eligible financial assets and assets as referred to in Article 4(2) of Regulation (EU) 2023/2631 on the issuer’s balance sheet, indicating:
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Total value of portfolio of outstanding European Green Bonds: |
Total value of portfolio of environmentally sustainable assets: Total value of portfolio of environmentally sustainable assets related to an activity that is taxonomy-aligned: |
ANNEX III
EUROPEAN GREEN BOND IMPACT REPORT
[Where the impact report is revised, the title shall reflect this.]
1. General information
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2. Important information
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3. Environmental strategy and rationale Overview
Capital expenditure and operating expenditure key performance indicators
Link to the transition plan
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4. Allocation of bond proceeds [The information listed below shall be provided at least at the level of the economic activity, and ideally at the level of the project or group of projects. Confidentiality agreements, competitive considerations or a large number of underlying qualifying projects and similar considerations may justify limiting the amount of detail that is made available. Where bond proceeds are allocated to expenditure as referred to in Article 4(3) of Regulation (EU) 2023/2631 the information may be provided at programme level.] Allocation to specific taxonomy-aligned economic activities [The proportion of bond proceeds that was allocated to activities that are environmentally sustainable under Article 3 of Regulation (EU) 2020/852, according to the methodology set out in Annex II to Regulation (EU) 2023/2631:] [XX] % of the bond proceeds.] [Where bond proceeds were allocated to an enabling or transitional economic activity, specifying the enabling or transitional economic activity and the amount and proportion of proceeds allocated to each type of enabling or transitional economic activity.] [Where applicable, the amount and proportion of assets relating to taxonomy-aligned activities related to nuclear energy and fossil gas in accordance with Article 10(2) and 11(3) of Regulation (EU) 2020/852.] Allocation to economic activities not aligned with the technical screening criteria [Where bond proceeds were allocated in accordance with Article 5 of Regulation (EU) 2023/2631, a statement that the [net] proceeds of the bond were partially allocated to economic activities which are not aligned with the technical screening criteria. The issuer shall describe such non-alignment, the activities concerned and the percentage of the proceeds that have been allocated to such activities as a total and on a per-activity basis, including a breakdown describing which point(s) of Article 5(1) of Regulation (EU) 2023/2631 was/were used. Furthermore, an explanation why the technical screening criteria could not be applied and an explanation of the manner in which the issuer has ensured that those activities comply with Article 5(3) and (4) of Regulation (EU) 2023/2631 and Article 3, points (a), (b) and (c), of Regulation (EU) 2020/852.] |
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5. Environmental impact of bond proceeds
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6. Information on reporting
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7. CapEx plan [Where applicable, progress made in the implementation of the CapEx plan referred to in Article 7 of Regulation (EU) 2023/2631.] |
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8. Other relevant information |
ANNEX IV
CONTENTS OF PRE-ISSUANCE, POST-ISSUANCE OR IMPACT REPORT REVIEWS
The title ‘Pre-issuance review’, ‘Post-issuance review’ or ‘Impact Report review’ shall appear prominently at the top of the first page of the document. |
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1. General information
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2. Introductory statements [For pre-issuance reviews: A statement that the external reviewer has assessed the completed European Green Bond factsheet laid down in Annex I to Regulation (EU) 2023/2631 of the European Parliament and of the Council(1)] [For post-issuance reviews: A statement that the external reviewer has assessed the completed European Green Bond allocation report laid down in Annex II to Regulation (EU) 2023/2631] [For impact report reviews: A statement that the external reviewer has assessed the completed European Green Bond impact report laid down in Annex III to Regulation (EU) 2023/2631] [A statement that this review represents an independent opinion of the external reviewer, and is to be relied upon only to a limited degree] |
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3. Statements on the alignment of use of proceeds with Regulation (EU) 2020/852 of the European Parliament and of the Council (2) [This section shall only be completed in the case of a pre-issuance review or a post-issuance review.] [A statement regarding the alignment of the use of proceeds of the European Green Bond (or Bonds) with Regulation (EU) 2020/852 based on the information provided by the issuer to the external reviewer:
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4. Sources, assessment methodologies, and key assumptions
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5. Assessment and opinion [In each case based on the information provided by the issuer to the external reviewer – to be specified, where appropriate.] [For pre-issuance reviews:
[For post-issuance reviews:
[For impact report reviews:
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6. Any other information [Any other information that the reviewer may deem relevant to its review.] |