ANNEX II

9.6.2023 EN Official Journal of the European Union L 150/40

DISCLOSURE ITEMS FOR THE CRYPTO-ASSET WHITE PAPER FOR AN ASSET-REFERENCED TOKEN

Part A: Information about the issuer of the asset-referenced token

1. Name;

2. Legal form;

3. Registered address and head office, where different;

4. Date of the registration;

5. Legal entity identifier or another identifier required pursuant to applicable national law;

6. Where applicable, the identity of the parent company;

7. Identity, business addresses and functions of persons that are members of the management body of the issuer;

8. Business or professional activity of the issuer and, where applicable, of its parent company;

9. The financial condition of the issuer over the past three years or, where the issuer has not been established for the past three years, its financial condition since the date of its registration. The financial condition shall be assessed based on a fair review of the development and performance of the business of the issuer and of its position for each year and interim period for which historical financial information is required, including the causes of material changes. The review shall be a balanced and comprehensive analysis of the development and performance of the issuer’s business and of its position, consistent with the size and complexity of the business.

10. A detailed description of the issuer’s governance arrangements;

11. Except for issuers of asset-referenced tokens that are exempted from authorisation in accordance with Article 17, details about the authorisation as an issuer of an asset-referenced token and name of the competent authority which granted such authorisation. For credit institutions, the name of the competent authority of the home Member State.

12. Where the issuer of the asset-referenced token also issues other crypto-assets, or also has activities related to other crypto-assets, that should be clearly stated; the issuer should also state whether there is any connection between the issuer and the entity running the distributed ledger technology used to issue the crypto-asset, including if the protocols are run or controlled by a person closely connected to the project participants.

Part B: Information about the asset-referenced token

1. Name and abbreviation or ticker handler of the asset-referenced token;

2. A description of the characteristics of the asset-referenced token, including the data necessary for classification of the crypto-asset white paper in the register referred to in Article 109, as specified in accordance with paragraph 8 of that Article;

3. Details of all natural or legal persons (including business addresses or domicile of the company) involved in the operationalisation of the asset-referenced token, such as advisors, development team and crypto-asset service providers;

4. A description of the role, responsibilities and accountability of any third-party entities referred to in Article 34(5), first subparagraph, point (h);

5. Information about the plans for the asset-referenced tokens, including the description of the past and future milestones and, where applicable, resources already allocated.

Part C: Information about the offer to the public of the asset-referenced token or its admission to trading

1. Indication as to whether the crypto-asset white paper concerns an offer to the public of the asset-referenced token or its admission to trading;

2. Where applicable, the amount that the offer to the public of the asset-referenced token intends to raise in funds or in any other crypto-asset, including, where applicable, any minimum and maximum target subscription goals set for the offer to the public of the asset-referenced token, and whether oversubscriptions are accepted and how they are allocated;

3. Where applicable, the total number of units of the asset-referenced token to be offered or admitted to trading;

4. Indication of the prospective holders targeted by the offer to the public of the asset-referenced token or admission of such asset-referenced token to trading, including any restriction as regards the type of holders for such asset-referenced token;

5. A specific notice that purchasers participating in the offer to the public of the asset-referenced token will be able to be reimbursed if the minimum target subscription goal is not reached at the end of the offer to the public, including the expected timeline of when such refunds will be completed; the consequences of exceeding a maximum target subscription goal should be made explicit;

6. Information about the various phases of the offer to the public of the asset-referenced token, including information on discounted purchase price for early purchasers of the asset-referenced token (pre-public sales) and, in the case of discounted purchase price for some purchasers, an explanation as to why the purchase prices may be different, and a description of the impact on the other investors;

7. For time-limited offers, the subscription period during which the offer to the public is open;

8. Methods of payment to purchase and to redeem the asset-referenced token offered;

9. Information on the method and time schedule of transferring the purchased asset-referenced token to the holders;

10. Information about technical requirements that the purchaser is required to fulfil to hold the asset-referenced token;

11. Where applicable, the name of the crypto-asset service provider in charge of the placing of asset-referenced tokens and the form of such placement (with or without a firm commitment basis);

12. Where applicable, the name of the trading platform for crypto-assets where admission to trading is sought, and information about how investors can access such trading platforms and the costs involved;

13. Expenses related to the offer to the public of the asset-referenced token;

14. Potential conflicts of interest of the persons involved in the offer to the public or admission to trading, arising in relation to the offer or admission to trading;

15. The law applicable to the offer to the public of the asset-referenced token, as well as the competent court.

Part D: Information on the rights and obligations attached to the asset-referenced token

1. A description of the characteristics and functionality of the asset-referenced token being offered or admitted to trading, including information about when the functionalities are planned to apply;

2. A description of the rights and obligations, if any, of the purchaser, and the procedure and conditions for the exercise of those rights;

3. A description of the conditions under which the rights and obligations may be modified;

4. Where applicable, information on the future offers to the public of the asset-referenced token by the issuer and the number of units of the asset-referenced token retained by the issuer itself;

5. Where an admission to trading is not sought, information on how and where the asset-referenced token can be purchased or sold after the offer to the public;

6. Any restrictions on the transferability of the asset-referenced token that is being offered or admitted to trading;

7. Where the asset-referenced token has protocols for the increase or decrease of its supply in response to changes in demand, a description of the functioning of such protocols;

8. Where applicable, a description of protection schemes protecting the value of the asset-referenced token and compensation schemes;

9. Information on the nature and enforceability of rights, including permanent rights of redemption and any claims that holders and any legal or natural person as referred to in Article 39(2), may have against the issuer, including information on how such rights will be treated in the case of insolvency procedures, information on whether different rights are allocated to different holders and the non-discriminatory reasons for such different treatment;

10. A detailed description of the claim that the asset-referenced token represents for holders, including:

    1. the description of each referenced asset and specified proportions of each of those assets;

    2. the relation between the value of the referenced assets and the amount of the claim and the reserve of assets; and

    3. a description how a fair and transparent valuation of components of the claim is undertaken, which identifies, where relevant, independent parties;

11. Where applicable, information on the arrangements put in place by the issuer to ensure the liquidity of the asset-referenced token, including the name of the entities in charge of ensuring such liquidity;

12. The contact details for submitting complaints and description of the complaints-handling procedures and any dispute resolution mechanism or redress procedure established by the issuer of the asset-referenced token;

13. A description of the rights of the holders when the issuer is not able to fulfil its obligations, including in insolvency;

14. A description of the rights in the context of the implementation of the recovery plan;

15. A description of the rights in the context of the implementation of the redemption plan;

16. Detailed information on how the asset-referenced token is redeemed, including whether the holder will be able to choose the form of redemption, the form of transference or the official currency of redemption;

17. The law applicable to the asset-referenced token, as well as the competent court.

Part E: Information on the underlying technology

1. Information on the technology used, including distributed ledger technology, as well as protocols and technical standards used, allowing for the holding, storing and transfer of asset-referenced tokens;

2. The consensus mechanism, where applicable;

3. Incentive mechanisms to secure transactions and any fees applicable;

4. Where the asset-referenced tokens are issued, transferred and stored using distributed ledger technology that is operated by the issuer or a third-party acting on the issuer’s behalf, a detailed description of the functioning of such distributed ledger technology;

5. Information on the audit outcome of the technology used, if such an audit was conducted.

Part F: Information on the risks

1. The risks related to the reserve of assets, when the issuer is not able to fulfil its obligations;

2. A description of the risks associated with the issuer of the asset-referenced token;

3. A description of the risks associated with the offer to the public of the asset-referenced token or its admission to trading;

4. A description of the risks associated with the asset-referenced token, in particular with regard to the assets referenced;

5. A description of the risks associated with the operationalisation of the asset-referenced token project;

6. A description of the risks associated with the technology used as well as mitigation measures, if any.

Part G: Information on the reserve of assets

1. A detailed description of the mechanism aimed at aligning the value of the reserve of assets with the claim associated with the asset-referenced token, including legal and technical aspects;

2. A detailed description of the reserve of assets and their composition;

3. A description of the mechanisms through which asset-referenced tokens are issued and redeemed;

4. Information on whether a part of the reserve assets are invested and, where applicable, a description of the investment policy for those reserve assets;

5. A description of the custody arrangements for the reserve assets, including their segregation, and the name of crypto-asset service providers providing custody and administration of crypto-assets on behalf of clients, credit institutions or investment firms appointed as custodians of the reserve assets.