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[null,"This 'macro-enabled' excel file is designed to fill in Annex XIII - Part 2 in a user friendly way.\nMake sure you save this file on your computer and enable the macros in order to use the file properly."]
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[null,"Annex XIII - Part 2 aims at providing all the necessary information to assess the Ownership and Control of your entity"]
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[null,"In case you encounter any issue with the use of this file, please contact us at :",null,null,null,null,null,null,null,null,null,null,null,null,"grants@euspa.europa.eu"]
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[null,"You need to provide with your application:\n- the fully completed Annex XIII-Part 2 saved as an .xlsx file (will not contain the macro anymore but will still contain attachments). Such .xlsx file will be generated automatically when pressing \"Validate Declaration Form\".\nAND\n- the corresponding signed pdf version of the file. For that purpose you can print the pdf file generated automatically when pressing \"Validate Declaration Form\", sign it, scan the signed document and save it as a pdf file."]

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[null,"Declaration of Ownership and Control"]
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[null,"Note: please be aware that, in addition to the information requested in this Declaration Form, additional evidence \nmay be requested by EUSPA after the submission deadline (see relevant section of the Guide for applicants)."]
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[null,"Note: please use the Validate Declaration Form button above to ensure all the required fields have been filled-in. "]
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[null,"Entity"]
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[null,"Legal name"]
[null,"PIC (9 digits)"]
[null,"National identifying code"]
[null,"Place of establishment (full address)"]
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[null,"Headquarters"]
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[null,"Location of global headquarters/head office (full address)"]
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[null,"Place of establishment of the Executive Management Structure1 "]
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[null,"Listed company, subsidiary or controlled company "]
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[null,"The company is listed on a stock exchange"]
[null,"The company is a subsidiary of a listed company"]
[null,"The company is controlled by a listed company"]
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[null,"If the reply is yes to any of these three questions, please:"]
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[null,"1. Provide"]
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[null,null,"Legal name of the listed company"]
[null,null,"Share of the float in the total outstanding shares"]
[null,null,null,null,null,null,null,null,null,null,null,null,null,null,null,"In case you are not able to attach your document directly in this Form, please tick the box below and indicate the name of the file that you will provide as a separate supporting document to your proposal."]
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[null,"2. Attach the report/minutes of the last three (3) shareholders meetings."]
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[null,null,"Report/minutes for meeting (1)",null,null,null,null,"Attachment","Name of your attachment",null,null,null,null,null,null,null,"Name of the separate file:"]
[null,null,"Report/minutes for meeting (2)",null,null,null,null,"Attachment","Name of your attachment",null,null,null,null,null,null,null,"Name of the separate file:"]
[null,null,"Report/minutes for meeting (3)",null,null,null,null,"Attachment","Name of your attachment",null,null,null,null,null,null,null,"Name of the separate file:"]
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[null,"Ownership structure and specific rights"]
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[null,"Firstly, detail at the level of the entity, the owners that:"]
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[null,"1.","detain, directly or indirectly, at least 5% in the capital or at least 5% of the voting rights in the entity including through any content, understanding, relationship2  or intermediary;"]
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[null,"2.","have one or more of the following specific rights in relation to their ownership:"]
[null,"•","right to veto a transfer of shares"]
[null,"•","pre-emption right"]
[null,"•","right to purchase additional shares or investment subject to conditions"]
[null,"•","right to sell shares [only for owners that are not established in the European Union (i.e. company) or do not have the nationality of one of its Member States  (i.e. individual) and holding more than 5% of the voting rights] "]
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[null,"#","Company or individual",null,"Name",null,"Country of registration (company) or nationality (individual)",null,"How is the ownership held or control detained",null,null,null,"Specific rights attached to shares detained"]
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[null,null,null,null,null,null,null,null,"By share [%]",null,"By voting right [%]"]
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[null,1]
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[null,"Secondly, for each of the above indirect owners3 , provide a graph with the different ownership layers up to their ultimate owners, filing the above table with detailed information on the ultimate owners. "]
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[null,"Attach shareholders’ agreement, Memorandum of Understanding among shareholders, Statutes, Articles of Association or other relevant documents regarding the taking of decisions within the company, or investment agreements between the shareholders."]
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[null,"#","Company name",null,null,null,null,"Attachment",null,null,null,null,null,null,null,"In case you are not able to attach your document directly in this Form, please tick the box below and indicate the name of the file that you will provide as a separate supporting document to your proposal."]
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[null,1,null,null,null,null,null,"Attachment","Name of your attachment",null,null,null,null,null,null,null,"Name of the separate file:"]
[null,2,null,null,null,null,null,"Attachment","Name of your attachment",null,null,null,null,null,null,null,"Name of the separate file:"]
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[null,"Corporate Governance"]
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[null,"Describe briefly (and/or include detailed reference(s) to the sections/paragraphs of the relevant corporate documentation):"]
[null,"1.","The decision-making bodies in the company and their composition;"]
[null,"2.","The relevant rules regarding election, appointment, nomination or tenure of members of the decision-making bodies or other management positions; "]
[null,"3.","The decision-making procedures, including information regarding the required majority and/or quorum needed for decisions."]
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[null,"Attach Supporting evidences described in paragraph \"Assessement of control -> corporate governance\""]
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[null,"#","Company name",null,null,null,null,"Attachment",null,null,null,null,null,null,null,"In case you are not able to attach your document directly in this Form, please tick the box below and indicate the name of the file that you will provide as a separate supporting document to your proposal."]
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[null,1,null,null,null,null,null,"Attachment","Name of your attachment",null,null,null,null,null,null,null,"Name of the separate file:"]
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[null,"Commercial or financial links conferring control"]
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[null,"The following individuals from third countries and the following companies owned by  third countries or by  third country entities have an important contractual commercial relationship with the company4 5:"]
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[null,"#","Company or individual",null,"Name",null,"Country of registration (company) or nationality (individual)",null,"Contract type6",null,null,"Indicative amount"]
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[null,1]
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[null,"The following shareholders/owners and companies directly or indirectly controlled by the same shareholders/owners provide financing to the company:"]
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[null,"#","Company or individual",null,"Name",null,"Country of registration (company) or nationality (individual)",null,"Financing type7",null,null,"Indicative amount"]
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[null,1]
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[null,"Other sources of control"]
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[null,"Please indicate in the box if there is any other mean, process or link ultimately conferring control to a third country or to a third-country entity."]
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[null,"Attestation"]
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[null,"I, the undersigned, confirm for [myself][the legal entity I represent] that at the date of signature: "]
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[null,"•  ","the present declaration is true and sincere;"]
[null,"•  ","all the information provided regarding ownership and control is accurate and reliable; "]
[null,"•  ","to the best of my knowledge, there are no other arrangements or coordination between shareholders not established in the European Union (i.e. company) or not having the nationality of one of its Member States that would together exercise control;"]
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[null,"•  ","to the best of my knowledge, there are no other financial or commercial links with  third countries or with  third-country entities conferring control; "]
[null,"•  ","[I][my legal entity] [am][is] not subject to control by a third country third-country entity;"]
[null,"•  ","I am aware that any false declaration will be considered at least as a serious irregularity leading to the cancellation of the procedure/contract/grant agreement. Furthermore, the applicant’s organisation may be subject to an exclusion under the provisions of Article 138(1) point c) and 141(1) point b) of the Financial Regulation and/or to a financial penalty of up to 10% of the price allocated to the applicant’s organisation. Such exclusion and/or financial penalty may be published on the internet website of the Commission."]
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[null,"[Date] ___________________________"]
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[null,"[Name & Position] ____________________________"]
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[null,"[Signature] __________________________________"]
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[null,"Confidentiality Clause"]
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[null,"Please note that Article 339 of TFEU requires EUSPA, the Commission, their officials and other servants, even after their duties have ceased, not to disclose information of the kind covered by the obligation of professional secrecy, in particular information about legal entities, their business relations or their components. Further, this information may only be used for the purposes of the evaluation of the tender proposal."]
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[null,"If you believe that your interests would be harmed if any of the information you are asked to supply were to be disclosed, please submit this information clearly marked ‘Confidential’ 9 or ‘Business Secrets’. You should also give reasons why this information should be covered by the obligation of professional secrecy."]
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[null,"___________________________________"]
[null,1,"Executive management structure means a body of a legal entity appointed in accordance with national law, and, where applicable, reporting to the chief executive officer, which is empowered to establish the legal entity's strategy, objectives and overall direction, and who oversees and monitors management decision-making"]
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[null,2,"This namely includes voting agreements between shareholders that would together have more than 5% of the voting rights or 5% of the capital."]
[null,3,"Detaining at least 5% in the capital or at least 5% of the voting rights."]
[null,4,"The contractual relationship must (1) lead to a similar control of the management and the resources of the entity as in the case of ownership of shares or assets and (2) be characterised by a very long duration."]
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[null,5,"Examples also include very important long-term supply agreements or credits provided by suppliers/customers, coupled with structural links"]
[null,6,"Supplier, customer…"]
[null,7,"This includes loans, guaranties, bond subscriptions, conversion of debt into capital or other form of financing."]
[null,8,"Memorandum of Understanding among shareholders, Statutes, Articles of Association or other relevant documents regarding the taking of decisions within the company, investment agreements between the shareholders"]
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[null,9,"For the purpose of this declaration, the term ‘confidential’ shall not be read as the security classification marking ‘confidential’ referred to in Commission Decision (EU, Euratom) 2015/444 of 13 March 2015 on the security rules for protecting EU classified information, OJ L 72 of 17.3.2015, p. 53.          "]

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["Version","Publication Date","Change","Page"]
["v0.1","2021-12-15","initial version"]