What changed between the plenary report and the adopted text

Removed:Recital 14: (14) Article 29b(4) of Directive 2013/34/EU requires sustainability reporting standards to not specify disclosures requiring undertakings to obtain from small and medium-sized undertakings in their value chain any information that goes beyond the information to be disclosed pursuant to the sustainability reporting standards for small and medium-sized undertakings with securities admitted to trading on an EU regulated market. Considering that small and medium-sized undertakings with securities admitted to trading on an EU regulated market should be excluded from sustainability reporting, and in order to reduce the reporting burden for undertakings in the value chain that are not required to report on their sustainability, the sustainability reporting standards should not specify disclosures requiring undertakings to obtain from undertakings in their value chain that have up to 1000 employees and a net turnover of EUR 450 000 000 on average during the financial year any information that goes beyond the information to be disclosed pursuant to the sustainability reporting standards for voluntary use by undertakings that are not required to report on their sustainability.

Added:Amendments 225 and 283

Removed:Recital 14 a (new): (14 a) Article 29b(4) of Directive 2013/34/EU requires sustainability reporting standards to take into account the difficulties undertakings may encounter in gathering information from actors throughout their value chain. In knowledge of recent attempts from third countries to block the sharing of data from non-EU countries to EU companies, Member States should allow information required by this Directive, in exceptional cases where an undertaking in a non-EU third country could be sanctioned due to third-country legislation simply by transmitting sustainability data, to replace the information not provided by the undertaking of a non-EU third country by default values. This default value, which is calculated or drawn from secondary data, should represent an estimation of the average value for an indicator, for a specific country and sector. When such default values are not available, Member States should allow information not to be disclosed if there is a danger of sanctions due to third-country legislation.

Added:Recital 14

Changed:Recital 15:Amendment: (15)(14) Article 29d29b(4) of Directive 2013/34/EU requires undertakingssustainability subjectreporting standards to thenot requirementsspecify indisclosures Articlesrequiring 19aundertakings andto 29aobtain offrom thatsmall Directiveand tomedium-sized prepareundertakings in their managementvalue report,chain orany consolidatedinformation managementthat report,goes wherebeyond applicable,the ininformation to be disclosed pursuant to the electronicsustainability reporting formatstandards specifiedfor insmall Articleand 3medium-sized ofundertakings Commissionwith Delegatedsecurities Regulationadmitted (EU)to 2019/81511trading on an EU regulated market. Considering that small and medium-sized undertakings with securities admitted to marktrading upon theiran EU regulated market should be excluded from sustainability reporting, includingand in order to reduce the disclosuresreporting providedburden for undertakings in Articlethe 8value ofchain Regulationthat (EU)are 2020/852not ofrequired theto Europeanreport Parliamenton andtheir ofsustainability, the Council12sustainability ,reporting instandards accordanceshould withnot thespecify electronicdisclosures reportingrequiring formatundertakings to beobtain specifiedfrom undertakings in thattheir Delegatedvalue Regulation.chain Tothat providehave clarityup to undertakings,1 it750 shouldemployees beand specifieda thatnet untilturnover suchof rulesup to EUR 450 000 000 on average during the markingfinancial upyear ofany sustainabilityinformation reportingthat aregoes adoptedbeyond bythe wayinformation ofto thatbe Delegateddisclosed Regulationpursuant to the sustainability reporting standards for voluntary use by undertakings shouldthat notare benot required to mark-upreport theiron sustainabilitytheir reporting.sustainability.

Added:Recital 15: (15) Article 29d of Directive 2013/34/EU requires undertakings subject to the requirements in Articles 19a and 29a of that Directive to prepare their management report, or consolidated management report, where applicable, in the electronic reporting format specified in Article 3 of Commission Delegated Regulation (EU) 2018/81511 and to mark up their sustainability reporting, including the disclosures provided for in Article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council12 , in accordance with the electronic reporting format to be specified in that Delegated Regulation. To provide clarity to undertakings, it should be specified that until such rules on the marking up of sustainability reporting are adopted by way of that Delegated Regulation undertakings should not be required to mark-up their sustainability reporting.

Removed:Recital 18: (18) Article 5(2), first subparagraph, of Directive (EU) 2022/2464 specifies the dates by which the Member States are to apply the sustainability reporting requirements set out in Directive 2013/34/EU, with different dates depending on the size of the undertaking concerned. Considering that the scope of the individual sustainability reporting requirements should be reduced to include only undertakings with more than 1000 employees and a net turnover of EUR 450 000 000 on average during the financial year, and that the scope of the consolidated sustainability reporting requirements should be reduced accordingly, the criteria for determining the dates of application should be adjusted, and the reference to small and medium-sized undertakings with securities admitted to trading on an EU regulated market should be removed.

Added:Amendments 226 and 284

Removed:Recital 19: (19) Article 5(2), third subparagraph, of Directive (EU) 2022/2464 specifies the dates by which the Member States are to apply the sustainability reporting requirements set out in Directive 2004/109/EC, with different dates depending on the size of the issuer concerned. Considering that the scope of the individual sustainability reporting requirements should be reduced to include only undertakings with more than 1000 employees and a net turnover of EUR 450 000 000 on average during the financial year, and that the scope of the consolidated sustainability reporting requirements should be reduced accordingly, the criteria for determining the dates of application should be adjusted, and the reference to small and medium-sized undertakings should be removed.

Added:Recital 18

Added:Amendment: (18) Article 5(2), first subparagraph, of Directive (EU) 2022/2464 specifies the dates by which the Member States are to apply the sustainability reporting requirements set out in Directive 2013/34/EU, with different dates depending on the size of the undertaking concerned. Considering that the scope of the individual sustainability reporting requirements should be reduced to include only undertakings with more than 1 750 employees and a net turnover of more than EUR 450 000 000 on average during the financial year, and that the scope of the consolidated sustainability reporting requirements should be reduced accordingly, the criteria for determining the dates of application should be adjusted, and the reference to small and medium-sized undertakings with securities admitted to trading on an EU regulated market should be removed.

Added:Amendments 227 and 285

Added:Recital 19

Added:Amendment: (19) Article 5(2), third subparagraph, of Directive (EU) 2022/2464 specifies the dates by which the Member States are to apply the sustainability reporting requirements set out in Directive 2004/109/EC, with different dates depending on the size of the issuer concerned. Considering that the scope of the individual sustainability reporting requirements should be reduced to include only undertakings with more than 1 750 employees and a net turnover of more than EUR 450 000 000 on average during the financial year, and that the scope of the consolidated sustainability reporting requirements should be reduced accordingly, the criteria for determining the dates of application should be adjusted, and the reference to small and medium-sized undertakings should be removed.

Removed:Recital 24: (24) To reduce burdens on companies and make stakeholder engagement more proportionate, companies should only have to engage with their employees, the employees of their subsidiaries and of their business partners, the representatives of those employees including trade unions, and individuals and communities whose rights or interests are or could be directly affected by the adverse impacts on human rights and the environment that stem from the products, services and operations of the company, its subsidiaries and its business partners. In line with the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct, this includes the legitimate representatives of those individuals or communities. They play an important role for communities, such as indigenous peoples or local communities, but can also be relevant for individuals, in particular in situations where it is not possible or appropriate to engage directly with individual rightsholders, or not all of them. For instance, it may be difficult to reach out to certain rightsholders, due to, for example, communication barriers, but especially in situations where their security cannot be guaranteed (such as in conflict areas or if rightsholders fear reprisals) or there is a serious lack of trust. Legitimate representatives might for instance be community leaders, the individuals or bodies representing indigenous peoples in accordance with their organisational rules and traditions (e.g., elected elders), consum…

Removed:Recital 26: (26) The requirement to put into effect the transition plan for climate change mitigation should be replaced by a clarification that companies adopt a transition plan which aims to ensure, through reasonable efforts, that the business model and strategy of the company are compatible with the transition to a sustainable economy. Member States should ensure that this obligation is an obligation of means, not an obligation of results. The obligation to adopt the plan remains subject to administrative supervision.

Added:Amendments 228 and 287

Added:Recital 26

Added:Amendment: (26) The provisions of Directive (EU) 2024/1760 on the transition plan for climate change have been deemed to be disproportionate, particularly due to the administrative burden on companies and competent authorities, and could lead to legal uncertainty. It is necessary to repeal those provisions in order to streamline obligations and support a more targeted and efficient implementation of that Directive.

Removed:Article 2 – paragraph 1 – point 1 – point a, Article 1 – paragraph 3 – introductory wording: ‘The coordination measures prescribed by Articles 19a, 19b, 29a, 29aa, 29d, 30 and 33, Article 34(1), second subparagraph, point (aa), Article 34(2) and (3), and Article 51 of this Directive shall also apply to the laws, regulations and administrative provisions of the Member States relating to the following undertakings regardless of their legal form, provided that those undertakings exceed, on their balance sheet dates, the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year:’;

Added:Article 1 – paragraph 3 – subparagraph 1 – introductory part

Added:Amendment: ‘The coordination measures prescribed by Articles 19a, 19b, 29a, 29aa, 29d, 30 and 33, Article 34(1), second subparagraph, point (aa), Article 34(2) and (3), and Article 51 of this Directive shall also apply to the laws, regulations and administrative provisions of the Member States relating to the following undertakings regardless of their legal form, provided that those undertakings exceed, on their balance sheet dates, the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year:’;

Added:Amendments 231 and 290

Added:Article 2 – paragraph 1 – point 1 a (new)

Removed:Article 2 – paragraph 1 – point 1 a (new), Article 19 – paragraph 1 – subparagraph 4: (1 a) in Article 19(1), the fourth subparagraph is replaced by the following: / ‘Undertakings which, on their balance sheet dates, exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year, shall report information on the key intangible resources and explain how the business model of the undertaking fundamentally depends on such resources and how such resources are a source of value creation for the undertaking.’ ;

Added:Article 19 – paragraph 1 – subparagraph 4:

Added:Amendment: (1a) in Article 19(1), the fourth subparagraph is replaced by the following: / ‘Undertakings which, on their balance sheet dates, exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year shall report information on the key intangible resources and explain how the business model of the undertaking fundamentally depends on such resources and how such resources are a source of value creation for the undertaking.’ ;

Added:Amendments 232 and 291

Added:Article 2 – paragraph 1 – point 2 – point a

Removed:Article 2 – paragraph 1 – point 2 – point a, Article 19a – paragraph 1 – subparagraph 1: ‘Undertakings which, on their balance sheet dates, exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year shall include in their management report information necessary to understand the undertaking’s impacts on sustainability matters, and information necessary to understand how sustainability matters affect the undertaking’s development, performance and position.’;

Added:Article 19a – paragraph 1 – subparagraph 1:

Added:Amendment: Undertakings which, on their balance sheet dates, exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year shall include in their management report information necessary to understand the undertaking’s impacts on sustainability matters, and information necessary to understand how sustainability matters affect the undertaking’s development, performance and position.

Changed:Article 2 – paragraph 1 – point 2 – point a a (new), Article 19a – paragraph 1 – subparagraph 2a (new): (a a)(aa) in paragraph 1, the following subparagraph is added: / ‘Undertakings that are a financial holding undertaking as defined in Article 2(15), shall be exempted from carrying out the obligations under this Directive.’;

Removed:Article 2 – paragraph 1 – point 2 – point b – point i, Article 19a – paragraph 3 – subparagraph 1: ‘Where applicable, the information referred to in paragraphs 1 and 2 shall contain information about the undertaking’s own operations and about its value chain, including its products and services, its business relationships and its supply chain. Member States shall ensure that, for the reporting of sustainability information as required by this Directive, undertakings do not seek to obtain from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned. Undertakings that report the necessary value chain information without reporting from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned, shall be deemed to have complied with the obligation to report value chain information set out in this paragraph.’;

Added:Article 19a – paragraph 3 – subparagraph 1

Added:Amendment: ‘Where applicable, the information referred to in paragraphs 1 and 2 shall contain information about the undertaking’s own operations and about its value chain, including its products and services, its business relationships and its supply chain. Member States shall ensure that, for the reporting of sustainability information as required by this Directive, undertakings do not seek to obtain from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned. Undertakings that report the necessary value chain information without reporting from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned, shall be deemed to have complied with the obligation to report value chain information set out in this paragraph.’;

Added:Amendments 37 and 256

Added:Article 2 – paragraph 1 – point 2 – point b – point i a (new)

Removed:Article 2 – paragraph 1 – point 2 – point b – point i a (new), Article 19a – paragraph 3 – subparagraph 2: (i a) the second subparagraph is replaced by the following: / ‘In the event that not all the necessary information regarding its value chain is available, the undertaking shall explain the efforts made to obtain the necessary information about its value chain, the reasons why not all of the necessary information could be obtained, and, its plans to obtain the necessary information in the future. If an information regarding its value chain cannot be obtained because the legal framework of a third country prevents a business partner to do so, the undertaking shall inform the supervisory authority which, in turn, shall inform the Commission. Where possible, the undertaking shall replace the information that could not be obtained by a default value, which represents an estimation of the average value for an indicator for a specific country and sector. Each reporting exercise, the undertaking shall reassess whether the use of the default value is still needed and if the information regarding its value chain can be obtained instead.’;

Added:Article 19a – paragraph 3 – subparagraph 2

Added:Amendment: (ia) the second subparagraph is replaced by the following: / ‘In the event that not all the necessary information regarding its value chain is available, the undertaking shall explain the efforts made to obtain the necessary information about its value chain, the reasons why not all of the necessary information could be obtained, and, its plans to obtain the necessary information in the future. ’; / (deleted)

Changed:Article 2 – paragraph 1 – point 2 – point b a (new), Article 19a – paragraph 4 a (new): (b a)(ba) the following paragraph 4a is inserted: / ‘4a. The reporting obligations set out in this Article are without prejudice to Directive (EU) 2016/943 of the European Parliament and of the Council. Therefore, undertakings shall not be required to disclose information on intellectual capital, intellectual property or know-how, business information or technological information which constitutes trade secrets as defined in Article 2, point (1), of Directive (EU) 2016/943.’;

Changed:Article 2 – paragraph 1 – point 2 – point c a (new), Article 19a – paragraph 10: (c a)(ca) paragraph 10 is replaced by the following: / ‘10. The exemption laid down in paragraph 9 shall also apply to public-interest entities subject to the requirements of this Article.’;

Removed:Article 2 – paragraph 1 – point 3, Article 19b: deleted / (deleted)

Added:Article 19b

Added:Amendment: deleted / (deleted)

Added:Amendments 234 and 293

Added:Article 2 – paragraph 1 – point 4 – point a

Removed:Article 2 – paragraph 1 – point 4 – point a, Article 29a – paragraph 1 – subparagraph 1: ‘Parent undertakings of a group which, on their balance sheet dates, exceed the average number of 1000 employees and a net turnover of EUR 450 000 000, on a consolidated basis, during the financial year, shall include in the consolidated management report information necessary to understand the group’s impacts on sustainability matters, and information necessary to understand how sustainability matters affect the group’s development, performance and position.’;

Added:Article 29a – paragraph 1– subparagraph 1

Added:Amendment: ‘Parent undertakings of a group which, on their balance sheet dates, exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000, on a consolidated basis, during the financial year, shall include in the consolidated management report information necessary to understand the group’s impacts on sustainability matters, and information necessary to understand how sustainability matters affect the group’s development, performance and position.’;

Changed:Article 2 – paragraph 1 – point 4 – point a a (new), Article 29a – paragraph 1 – subparagraph 1a and 1b (new): (a a)(aa) in paragraph 1, the following subparagraphs are added: / ‘Parent undertakings that are a financial holding undertaking as defined in Article 2(15), shall be exempted from carrying out the obligations under this Article. / In case of recent acquisitions of subsidiaries that are not subject to the reporting of information referred to in the first subparagraph, the parent undertaking will benefit of a 24 months transition period before being required to integrate information on its new subsidiary, within its consolidated sustainability report.’;

Removed:Article 2 – paragraph 1 – point 4 – point b – point i, Article 29a – paragraph 3 – subparagraph 1: ‘Where applicable, the information referred to in paragraphs 1 and 2 shall contain information about the group’s own operations and about its value chain, including its products and services, its business relationships and its supply chain. Member States shall ensure that, for the reporting of sustainability information as required by this Directive, undertakings do not seek to obtain from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned. Undertakings that report the necessary value chain information without reporting from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned, shall be deemed to have complied with the obligation to report value chain information set out in this paragraph.’;

Added:Article 29a – paragraph 3 – subparagraph 1

Added:Amendment: ‘Where applicable, the information referred to in paragraphs 1 and 2 shall contain information about the group’s own operations and about its value chain, including its products and services, its business relationships and its supply chain. Member States shall ensure that, for the reporting of sustainability information as required by this Directive, undertakings do not seek to obtain from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned. Undertakings that report the necessary value chain information without reporting from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned, shall be deemed to have complied with the obligation to report value chain information set out in this paragraph.’;

Changed:Article 2 – paragraph 1 – point 4 – point b – point i a (new), Article 29a – paragraph 3 – subparagraph 2: (i a)(ia) the second subparagraph is replaced by the following: / ‘In the event that not all the necessary information regarding its value chain is available, the undertaking shall explain the efforts made to obtain the necessary information about its value chain, the reasons why not all of the necessary information could be obtained, and its plans to obtain the necessary information in the future. If an information regarding its value chain cannot be obtained because the legal framework of a third country prevents a business partner to do so, the undertaking shall inform the supervisory authority which, in turn, shall inform the Commission. Where possible, the undertaking shall replace the information that could not be obtained by a default value, which represents an estimation of the average value for an indicator for a specific country and sector. Each reporting exercise, the undertaking shall reassess whether the use of the default value is still needed and if the information regarding its value chain can be obtained instead.’;future.’;

Changed:Article 2 – paragraph 1 – point 4 – point b a (new), Article 29a – paragraph 3 – subparagraph 5a (new): (b a)(ba) the following subparagraph 5a is added: / ‘5a. The reporting obligations set out in this Article are without prejudice to Directive (EU) 2016/943. Therefore, undertakings shall not be required to disclose information on intellectual capital, intellectual property or know-how, business information or technological information which constitutes trade secrets as defined in Article 2, point (1), of Directive (EU) 2016/943.’;

Changed:Article 2 – paragraph 1 – point 4 – point b b (new), Article 29a – paragraph 8 – subparagraph 1: (b b)(bb) in paragraph 8, the first subparagraph is replaced by the following: / ‘Provided that the conditions set out in the second subparagraph of this paragraph are met, a parent undertaking which is a subsidiary undertaking shall be exempted from the obligations set out in paragraphs 1 to 5 of this Article (the “exempted parent undertaking”) if such parent undertaking and its subsidiary undertakings are included in the consolidated management report of another undertaking, drawn up in accordance with Article 29 and this Article. A parent undertaking which is a subsidiary undertaking of a parent undertaking that is established in a third country shall also be exempted from the obligations set out in paragraphs 1 to 5 of this Article where: / (i) such parent undertaking and its subsidiary undertakings are included in the consolidated sustainability reporting of that parent undertaking that is established in a third country and where that consolidated sustainability reporting is carried out in accordance with the sustainability reporting standards adopted pursuant to Article 29b or in a manner equivalent to those sustainability reporting standards, as determined in accordance with an implementing act on the equivalence of sustainability reporting standards adopted pursuant to the third subparagraph of Article 23(4) of Directive 2004/109/EC; / (ii) the parent undertaking is a financial holding undertaking in accordance with Article 2(15), that does not have any subsidiaries in th…the…

Changed:Article 2 – paragraph 1 – point 4 – point b c (new), Article 29a – paragraph 9: (b c)(bc) paragraph 9 is replaced by the following: / ‘9. The exemption laid down in paragraph 8 shall also apply to public-interest entities subject to the requirements of this Article.’;

Removed:Article 2 – paragraph 1 – point 5, Article 29aa: deleted / (deleted)

Added:Article 29aa

Added:Amendment: deleted / (deleted)

Changed:Article 2 – paragraph 1 – point 6 – point a a (new), Article 29b – paragraph 2 – subparagraph 1: (a a)(aa) in paragraph 2, the first subparagraph is replaced by the following: / ‘The sustainability reporting standards shall ensure the quality of reported information, by requiring that it is simple, accessible, streamlined, understandable, proportionate, relevant, verifiable, comparable and represented in a faithful manner. The sustainability reporting standards shall: / (a) to the extent possible, be quantitative in nature; / (b) avoid double reporting and any overlap with obligations stemming from other legislative instruments; / (c) avoid imposing a disproportionate administrative and financial burden on undertakings; and / (d) ensure to the greatest extent possible interoperability with internationally recognised standards set by global standard-setting initiatives for sustainability reporting as required by point (a) of paragraph 5.’;

Removed:Article 2 – paragraph 1 – point 6 – point b, Article 29b – paragraph 4 – subparagraph 1: (b) in paragraph 4, the first subparagraph is replaced by the following / ‘Sustainability reporting standards shall take account of the difficulties, including legal limitations stemming from this Directive, that undertakings might encounter in gathering information from actors throughout their value chain, especially from those which are not subject to the sustainability reporting requirements laid down in Article 19a or 29a and from suppliers in emerging markets and economies. Sustainability reporting standards shall specify disclosures on value chains that are proportionate and relevant to the capacities and characteristics of undertakings in the value chains, and to the scale and complexity of their activities, especially those of undertakings that are not subject to the sustainability reporting requirements laid down in Article 19a or 29a. Sustainability reporting standards shall not specify disclosures that would require undertakings to obtain from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information to be disclosed pursuant to the sustainability reporting standards for voluntary use referred to in Article 29ca.’;

Added:Article 29b – paragraph 4 – subparagraph 1

Added:Amendment: (b) in paragraph 4, the first subparagraph is replaced by the following: / ‘Sustainability reporting standards shall take account of the difficulties, including legal limitations stemming from this Directive, that undertakings might encounter in gathering information from actors throughout their value chain, especially from those which are not subject to the sustainability reporting requirements laid down in Article 19a or 29a and from suppliers in emerging markets and economies. Sustainability reporting standards shall specify disclosures on value chains that are proportionate and relevant to the capacities and characteristics of undertakings in the value chains, and to the scale and complexity of their activities, especially those of undertakings that are not subject to the sustainability reporting requirements laid down in Article 19a or 29a. Sustainability reporting standards shall not specify disclosures that would require undertakings to obtain from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information to be disclosed pursuant to the sustainability reporting standards for voluntary use referred to in Article 29ca.’;

Removed:Article 2 – paragraph 1 – point 11 – point b, Article 34 – paragraph 2 a: ‘2a. Member States shall ensure that the opinion referred to in paragraph 1, second subparagraph, point (aa), is prepared in full respect of the obligation on undertakings not to seek to obtain from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned.’;

Added:Article 34 – paragraph 2a

Added:Amendment: 2a. Member States shall ensure that the opinion referred to in paragraph 1, second subparagraph, point (aa), is prepared in full respect of the obligation on undertakings not to seek to obtain from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1750 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned.’;

Changed:Article 2 – paragraph 1 – point 11 – point b a (new), Article 34 – paragraph 2 b (new): (b a)(ba) the following paragraph 2b is inserted: / ‘2b. Member States shall ensure that the opinion referred to in paragraph 1, second subparagraph, point (aa), is prepared in full respect of the possibility of undertakings in the value chain to omit to provide information in exceptional cases where an undertaking established under the legislation of a third-countrythird country could be sanctioned due to third-country legislation simply by transmitting sustainability data.’;

Changed:Article 2 – paragraph 1 – point 12 – point -a (new), Article 40a – paragraph 1 – subparagraph 1: (- a)(-a) the first subparagraph is replaced by the following: / ‘A Member State shall require that a subsidiary undertaking established in its territory whose ultimate parent undertaking is governed by the law of a third country publish and make accessible a sustainability report covering the information specified in points (a)(iii) to (a)(v), points (b) to (f) and, where appropriate, point (h) of Article 29a (2), and in accordance with Article 29a(3), at the group level of that ultimate third-country parent undertaking.’;

Removed:Article 2 – paragraph 1 – point 12 – point b a (new), Article 40a – paragraph 1 – subpargraph 5: (ba) the fith subparagraph is deleted / (deleted)

Added:Article 40a – paragraph 1 – subpargraph 5

Added:Amendment: (ba) the fifth subparagraph is deleted / (deleted)

Removed:Article 3 – paragraph 1 – point 1 – point b – point i, Article 5 – paragraph 2 – subparagraph 1 – point – b – point i: ‘(i) to undertakings which, on their balance sheet dates, exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year;’;

Added:Article 5 – paragraph 2 – subparagraph 1 – point b – point (i)

Added:Amendment: (i) to undertakings which, on their balance sheet dates, exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year;’;

Added:Amendments 239 and 299

Added:Article 3 – paragraph 1 – point 1 – point b – point ii

Removed:Article 3 – paragraph 1 – point 1 – point b – point ii, Article 5 – paragraph 2 – subparagraph 1 – point b – point ii: ‘(ii) to parent undertakings of a group which, on their balance sheet dates, exceed the average number of 1000 employees and a net turnover of EUR 450 000 000, on a consolidated basis, during the financial year;’;

Added:Article 5 – paragraph 2 – subparagraph 1– point b – point (ii)

Added:Amendment: (ii) to parent undertakings of a group which, on their balance sheet dates, exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000, on a consolidated basis, during the financial year;’;

Added:Amendments 240 and 300

Added:Article 3 – paragraph 1 – point 2 – point b – point i

Removed:Article 3 – paragraph 1 – point 2 – point b – point i, Article 5 – paragraph 2 – subparagraph 3 – point b – point i: ‘(i) to issuers as defined in Article 2(1), point (d) of Directive 2004/109/EC which are undertakings which, on their balance sheet dates, exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year;’;

Added:Article 5 – paragraph 2 – subparagraph 3– point b – point (i)

Added:Amendment: (i) to issuers as defined in Article 2(1), point (d) of Directive 2004/109/EC which are undertakings which, on their balance sheet dates, exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year;

Added:Amendments 241 and 301

Added:Article 3 – paragraph 1 – point 2 – point b – point ii

Removed:Article 3 – paragraph 1 – point 2 – point b – point ii, Article 5 – paragraph 2 – subparagraph 3 – point b – point ii: ‘(ii) to issuers as defined in Article 2(1), point (d) of Directive 2004/109/EC which are parent undertakings of a group which, on its balance sheet dates, exceed the average number of 1000 employees and a net turnover of EUR 450 000 000, on a consolidated basis, during the financial year;’;

Added:Article 5 – paragraph 2 – subparagraph 3– point b – point (ii)

Removed:Directive (EU) 2024/1760

Added:Amendment: (ii) to issuers as defined in Article 2(1), point (d) of Directive 2004/109/EC which are parent undertakings of a group which, on its balance sheet dates, exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000, on a consolidated basis, during the financial year;

Removed:Article 4 – paragraph 1 – point 1, Article 1 – paragraph 1 – point c: ‘(c) the obligation for companies to adopt a transition plan for climate change mitigation, which aim to ensure, through reasonable efforts, compatibility of the business model and of the strategy of the company with the transition to a sustainable economy and with the limiting of global warming in line with the Paris Agreement.’;

Added:Amendments 397 and 302

Added:Article 4 – paragraph 1 – point 1 – introductory part

Removed:Article 4 – paragraph 1 – point 1 a (new), Article 2 – paragraph 1 – point a: (1 a) Article 2 is amended as follows: / (a) in paragraph 1, point (a) is replaced by the following: / ‘(a) the company had more than 5 000 employees on average and had a net worldwide turnover of more than EUR 1.5 billion in the last financial year for which annual financial statements have been or should have been adopted ;’;

Added:Article 1 – paragraph 1 – point c

Added:Amendment: (1) in Article 1(1), point (c) is deleted;

Removed:Article 4 – paragraph 1 – point 1 a (new) – point b (new), Article 2 – paragraph 2 – point a: (b) in paragraph 2, point (a) is replaced by the following: / ‘(a) the company generated a net turnover of more than EUR 1.5 billion in the Union in the financial year preceding the last financial year;’;

Added:Article 4 – paragraph 1 – point 1 a (new), Article 2: (1a) Article 2 is amended as follows: / (a) in paragraph 1, point (a) is replaced by the following: / ‘(a) the company had more than 5 000 employees on average and had a net worldwide turnover of more than EUR 1,5 billion in the last financial year for which annual financial statements have been or should have been adopted’; / (b) in paragraph 2, point (a) is replaced by the following: / ‘(a) the company generated a net turnover of more than EUR 1,5 billion in the Union in the financial year preceding the last financial year;’ / (c) in paragraph 3, the first subparagraph is replaced by the following: / ‘3. Where the ultimate parent company has as its main activity the holding of shares in operational subsidiaries and does not engage in taking management, operational or financial decisions affecting the group or one or more of its subsidiaries, it may be exempted from carrying out the obligations under this Directive. That exemption is subject to the condition that one of the ultimate parent company’s subsidiaries established in the Union is designated to fulfil the obligations set out in Articles 6 to 16 on behalf of the ultimate parent company, including the obligations of the ultimate parent company with respect to the activities of its subsidiaries. In such a case, the designated s in an effective manner, in particular to ensure that the designated subsidiary obtains from the companies of the group the relevant information and documents to fulfil the obligations of the ult…

Changed:Article 4 – paragraph 1 – point 2 – point ab (new), Article 3 – paragraph 1 – point n: (a) point (n) is replaced by the following: / ‘(n) ‘stakeholders’ means thew company’s(new): employees,(b) the employees of its subsidiaries and of its business partners, and their trade unions and workers’following representatives,point andis individualsadded: or/ communities‘(w) whose‘reasonably rightsavailable orinformation’ interestsmeans areinformation orwhich couldcan be directly affectedobtained by the adverse impacts on human rights and the environment that stemcompany from the products, services and operations of the company, its subsidiaries and itsown, businessor partnersfrom andexisting theor legitimatesecondary representativessources ofwithout thosecontacting individualsa orbusiness communities;’;partner.’;

Removed:Directive (EU) 2024/1760

Removed:Article 4 – paragraph 1 – point 2 – point b (new), Article 3 – paragraph 1 – point w (new): (b) the following point (w) is added: / ‘(w) ‘reasonably available information’ means information which can be obtained by the company from its own, or from existing or secondary sources without contacting a business partner.’;

Changed:Article 4 – paragraph 1 – point 3 a (new), Article 6 – paragraph 4: 3(3a) a.Article 6 is amended as follows: / (a) paragraph 1 is amended as follows: / ‘1. Member States shall ensure that parent companies falling under the scope of this Directive are allowed to fulfil the obligations set out in Articles 7 to 11 on behalf of companies which are subsidiaries of those parent companies and fall under the scope of this Directive, if this ensures effective compliance. This is without prejudice to such subsidiaries being subject to the exercise of the supervisory authority’s powers in accordance with Article 625 and to their civil liability in accordance with Article 29.’; / (b) paragraph 3 is deleted; / (c) the following paragraph 4 is added: / ‘4.‘3a. When a company covered by this Directive acquires a company that was not in the scope of this Directive, the acquiring company has two years to integrate the processes of the purchased company into its own due diligence policy.’;policy.';

Changed:Article 4 – paragraph 1 – point 4 – point b a (new), Article 8 – paragraph 3: (b a)(ba) paragraph 3 is replaced by the following: / ‘3. Member States shall ensure that, for the purposes of the scoping provided for in paragraph 2, point (a), companies do not seek to obtain the information from their business partners but rely solely on information that is already reasonably available, including risk factors.’;

Changed:Article 4 – paragraph 1 – point 4 – point c, Article 8 – paragraph 4: ‘4. Member States shall ensure that, for the purposes of the further assessment provided for in paragraph 2, point (b), of this Article companies do not seek to obtain information from business partners, unless this is necessary. Where the business partner has fewer than 5000 employees, companies may seek such information only as a last resort, and if it cannot reasonably be obtained by other means, in particular from existing or secondary sources. In any case, any request shall be targeted, reasonable and proportionate. / Where information necessary for the further assessment provided for in paragraph 2, point (b)(b), can be obtained from different business partners, the company shall seek such information, where reasonable, directly from the business partner or partners where the adverse impacts are most likely to occur. Information may be sought individually or collaboratively.’;

Changed:Article 4 – paragraph 1 – point 4 a (new), Article 9: 4 a.4a. Article 9 is replaced by the following : / 1. Member States shall ensure that, where it is not feasible for companies to prevent, mitigate, bring to an end or minimise all adverse impacts identified pursuant to Article 8, companies may prioritise the most severe and most likely adverse impacts in order to fulfil the obligations laid down in Article 10 or 11. / 2. Once the most severe and most likely adverse impacts are addressed in accordance with Article 10 or 11 within a reasonable time, the company shall address less severe and less likely adverse impacts. / 3. Where prioritisation decisions are made in accordance with this Article, Member States shall ensure that companies are not penalised under Article 25 or 27 for any harm stemming from any less significant adverse impacts that have not yet been addressed.’;

Added:Article 10 – paragraph 6 – subparagraph 1 – introductory part

Added:Amendment: As regards potential adverse impacts as referred to in paragraph 1 that could not be prevented or adequately mitigated by the measures set out in paragraphs 2, 4 and 5, the company can, as a last resort:

Added:Directive (EU) 2024/1760

Removed:Article 4 – paragraph 1 – point 6, Article 11 – paragraph 7 – subparagraph 1 – introductory part: ‘7. As regards actual adverse impacts as referred to in paragraph 1 that could not be brought to an end or the extent of which could not be minimised by the measures set out in paragraphs 3, 5 and 6, the company shall, as a last resort:

Added:Article 11 – paragraph 7 – subparagraph 1 – introductory part

Added:Amendment: ‘7. As regards actual adverse impacts as referred to in paragraph 1 that could not be brought to an end or the extent of which could not be minimised by the measures set out in paragraphs 3, 5 and 6, the company can, as a last resort:

Removed:Article 4 – paragraph 1 – point 10 – point a (new), Article 22 – paragraph 1: (a) paragraph 1 is amended as follows: / ‘1. Member States shall ensure that companies referred to in Article 2(1), points (a), (b) and (c), and Article 2(2), points (a), (b) and (c), adopt a transition plan for climate change mitigation, which aims to ensure, through reasonable efforts, that the business model and strategy of the company are compatible with the transition to a sustainable economy and with the limiting of global warming in line with the Paris Agreement and the objective of achieving climate neutrality as established in Regulation (EU) 2021/1119, and where relevant, the exposure of the company to coal-, oil- and gas-related activities.’;

Added:Article 19 – paragraph 2 – point b

Added:Amendment: (8a) in Article 19(2), point (b) is deleted;

Removed:Article 4 – paragraph 1 – point 10 – point b (new), Article 22 – paragraph 1 – subparagraph 1 a (new): (b) The following subparagraph is inserted after the first subparagraph: / ‘Reasonable efforts in the context of this Article shall be understood as taking proportionate and reasonable actions aiming to ensure compatibility with the transition to a sustainable economy in line with the Paris Agreement, without having to exhaust all possible means at their disposal. Member States shall ensure that the obligation laid down in this Article is an obligation of means, not an obligation of results.’;

Added:Article 4 – paragraph 1 – point 9, Article 19 – paragraph 3: ‘3. The guidelines referred to in paragraph 2, point (a), (b) and (d) to (g) shall be made available by 26 July 2026.’;

Added:Amendments 311 and 398

Added:Article 4 – paragraph 1 – point 10 – introductory part

Removed:Article 4 – paragraph 1 – point 10 – point c (new), Article 22 – paragraph 1 – subparagraph 3: (c) the second subparagraph is replaced by the following: / ‘The design of the transition plan for climate change mitigation referred to in the first subparagraph shall contain: / (a) objectives related to climate change for 2030 and in five-year steps up to climate neutrality in 2050 based on conclusive scientific evidence and, where appropriate, absolute emission reduction targets for greenhouse gas for scope 1, scope 2 and scope 3 greenhouse gas emissions for each significant category; / (b) a description of key decarbonisation levers identified and outlining actions towards the objectives referred to in point (a); / (c) a brief description of the investments and funding supporting the implementation of the transition plan for climate change mitigation.’; / (deleted)

Added:Article 22

Added:Amendment: (10) Article 22 is deleted;

Added:Amendments 251 and 313

Added:Article 4 – paragraph 1 – point 10 a (new)

Removed:Article 4 – paragraph 1 – point 10 – point d (new), Article 22 – paragraph 3: (d) paragraph 3 is amended as follows: / ‘3. Member State shall ensure that the transition plan for climate change mitigation referred to in paragraph 1 is updated every 12 months, including a brief progress descrition.’;

Added:Article 24 – paragraph 1

Added:Amendment: (10a) in Article 24, paragraph 1 is replaced by the following: / ‘1. Each Member State shall designate one or more supervisory authorities to supervise compliance with the obligations laid down in the provisions of national law adopted pursuant to Articles 7 to 16.’;

Added:Amendments 252 and 314

Added:Article 4 – paragraph 1 – point 10 b (new)

Removed:Article 4 – paragraph 1 – point 10 a (new), Article 25 – paragraph 1: (10 a) in Article 25, paragraph 1 is replaced by the following: / ‘1. Member States shall ensure that the supervisory authorities have adequate powers and resources to carry out the tasks assigned to them under this Directive, including the power to require companies to provide information and carry out investigations related to compliance with the obligations set out in Articles 7 to 16. Member States shall require the supervisory authorities to supervise the adoption of the transition plan for climate change mitigation in accordance with the requirements provided for in Article 22(1). / In carrying out their supervisory function in respect of the adoption of the transition plan for climate change mitigation, the authorities shall take due account of, inter alia, the difficulties inherent in estimating future greenhouse gas emissions, the effectiveness and availability of certain climate change mitigation technologies, levers and actions over time and the overall complexity and evolving nature of climate transitioning. The authorities shall also, upon request, provide advice to companies regarding the adoption of transition plans for climate change mitigation.’;

Added:Article 25 – paragraph 1

Added:Amendment: (10b) in Article 25, paragraph 1 is replaced by the following: / ‘1. Member States shall ensure that the supervisory authorities have adequate powers and resources to carry out the tasks assigned to them under this Directive, including the power to require companies to provide information and carry out investigations related to compliance with the obligations set out in Articles 7 to 16.’;

Removed:Directive (EU) 2024/1760

Added:Amendments 253 and 315

Removed:Article 4 – paragraph 1 – point 11 – point b (new), Article 27 – paragraph 4: (b) paragraph 4 is replaced by the following: / 4’. The Commission, in collaboration with Member States, shall issue guidance on the appropriate level of penalties, taking into account the turnover of companies, to assist supervisory authorities in determining the level of penalties in accordance with this Article. Member States shall ensure that the maximum limit of pecuniary penalties is set at 5% of the net worldwide turnover of the company or, in the case of companies referred to in Article 2(1), point (b) and Article 2(2), point (b), 5% of the net consolidated worldwide turnover calculated at the level of the ultimate parent company, in the financial year preceding that of the decision to impose the fine.’;

Added:Article 4 – paragraph 1 – point 11

Removed:Directive (EU) 2024/1760

Removed:Article 4 – paragraph 1 – point 13 – introductory part, Article 36: (13) Article 36 is amended as follows:

Removed:Article 4 – paragraph 1 – point 13 – point a (new), Article 36 – paragraph 1: (a) paragraph 1 is deleted

Added:Article 27 – paragraph 4

Added:Amendment: 4. The Commission, in collaboration with Member States, shall issue guidance on the appropriate level of penalties, taking into account the turnover of companies, to assist supervisory authorities in determining the level of penalties in accordance with this Article.

Added:Amendments 116, 117, 254, 316cp1 and 316cp2

Added:Article 4 – paragraph 1 – point 13

Removed:Article 4 – paragraph 1 – point 13 – point b (new), Article 36 – paragraph 2 – point f: (b) in paragraph 2, point (f) is replaced by the following: / ‘(f) the effectiveness of the enforcement mechanisms put in place at national level, of the penalties and whether further rules on civil liability need to be provided for in this Directive;’;

Added:Article 36

Removed:Article 4 a (new): Article4a / Digital solutions / 1. The Commission shall establish a dedicated digital reporting portal serving as a one-stop-shop for companies. The portal shall provide free access to all templates, guidelines and information relating to all reporting requirements imposed on companies in Union law, including voluntary tools, tailored to a company’s size, sector, products and services, and risk exposure. It shall also provide access to information on funding and tendering opportunities to help companies implement, comply with and benefit from their due diligence obligations. / For the purposes of the first subparagraph, the Commission shall ensure that the relevant data platforms providing information to companies and data users are interoperable and that data can be transmitted, exchanged and analysed in a technically seamless manner and complement the European Single Access Point. / 2. The Commission shall submit a report to the European Parliament and the Council by [24 months after the entry into force of this Directive] on the need to provide for technological solutions for the purposes of this Directive, including the use of trustworthy artificial intelligence in accordance with Regulation (EU) 2024/1689.

Added:Amendment: (13) Article 36 is amended as follows: / (a) paragraph 1 is deleted / (b) in paragraph 2, point (e) is deleted.

Added:Article 4 a (new): Article 4a / Digital solutions / 1. The Commission shall establish a dedicated digital reporting portal serving as a one-stop-shop for companies. The portal shall provide free access to all templates, guidelines and information relating to all reporting requirements imposed on companies in Union law, including voluntary tools, tailored to a company’s size, sector, products and services, and risk exposure. It shall also provide access to information on funding and tendering opportunities to help companies implement, comply with and benefit from their due diligence obligations. / For the purposes of the first subparagraph, the Commission shall ensure that the relevant data platforms providing information to companies and data users are interoperable and that data can be transmitted, exchanged and analysed in a technically seamless manner and complement the European Single Access Point. / 2. The Commission shall submit a report to the European Parliament and the Council by [24 months after the entry into force of this Directive] on the need to provide for technological solutions for the purposes of this Directive, including the use of trustworthy artificial intelligence in accordance with Regulation (EU) 2024/1689.

Changed:Recital 29 a (new): (29 a)(29a) In order to facilitate compliance by companies with reporting and due diligence obligations under Union law, and to enhance the accessibility and usability of sustainability-related information, the Commission should establish a dedicated digital reporting portal. That portal should serve as a one-stop shop, providing companies, free of charge, with tailored access to templates, guidelines, reporting requirements, including voluntary tools, and information on funding and tendering opportunities. To ensure the effective functioning of the portal, the Commission should promote the interoperability of existing data platforms, enabling seamless transmission, exchange and analysis of data, as well as complementarity with the European Single Access point. Furthermore, and in view of the rapid technological developments, the Commission should assess the potential of technological solutions, including the use of trustworthy artificial intelligence in accordance with Regulation (EU) 2024/1689 of the European Parliament and of the Council1 to support the digitalisation of reporting and improve the quality and accessibility of sustainability-related data. / 1 Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence and amending Regulations (EC) No 300/2008, (EU) No 167/2013, (EU) No 168/2013, (EU) 2018/858, (EU) 2018/1139 and (EU) 2019/2144 and Directives 2014/90/EU, (EU) 2016/797 and (EU) 2020…2020/…

Added:Amendments 230 and 289

Added:Article 2 – paragraph 1 – point 1 – point a

Added:Amendments 233 and 292

Added:Article 2 – paragraph 1 – point 2 – point b – point i

Added:Amendments 134 and 41

Added:Article 2 – paragraph 1 – point 3

Added:Amendments 235 and 294

Added:Article 2 – paragraph 1 – point 4 – point b – point i

Added:Amendments 50 and 138

Added:Article 2 – paragraph 1 – point 5

Added:Amendments 236, 295 and 296

Added:Article 2 – paragraph 1 – point 6 – point b

Added:Amendments 237 and 297

Added:Article 2 – paragraph 1 – point 11 – point b

Added:Amendments 65 and 336

Added:Article 2 – paragraph 1 – point 12 – point b a (new)

Added:Amendments 238 and 298

Added:Article 3 – paragraph 1 – point 1 – point b – point i

Added:Amendments 246 and 306

Added:Article 4 – paragraph 1 – point 5

Added:Amendments 247 and 307

Added:Article 4 – paragraph 1 – point 6

Removed:Directive (EU) 2024/1760

Added:Amendments 248 and 310

Removed:Article 4 – paragraph 1 – point 9, Article 19 – paragraph 3: ‘3. The guidelines referred to in paragraph 2, point (a), (b) and (d) to (g) shall be made available by 26 July 2026.’;

Added:Article 4 – paragraph 1 – point 8 a (new)

Removed:Directive (EU) 2024/1760

Removed:Article 4 – paragraph 1 – point 10 – introductory part, Article 22: (10) Article 22 is amended as follows:

Changed:Recital 22 a (new): (22 a)(22a) While keeping with the objective of prioritising the most adverse and likely impacts, companies should be given significant flexibility in deciding which risks to address first on the basis of the severity and likelihood of an adverse impact. Such a decision should be based on the scale, scope or irremediable character of the adverse impact, taking into account the gravity of the impact. Once the most severe and likely adverse impacts are addressed in reasonable time, companies should address less severe and less likely adverse impacts. However, companies should not be penalised for any harm stemming from less significant adverse impacts that were not yet addressed according to the prioritisation in line with these principles.

Changed:Article 2 – paragraph 1 – point 12 – point a, Article 40a – paragraph 1 – pointsubparagraph a:2: ‘The first subparagraph shall only apply to subsidiary undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 in the preceding financial year.’;