Commission Delegated Regulation (EU) 2025/755 of 16 April 2025 supplementing Regulation (EU) 2023/2631 of the European Parliament and of the Council by specifying the type of fees to be charged by ESMA to external reviewers of European Green Bonds, the matters in respect of which fees are due, the amount of the fees, and the manner in which those fees are to be paid

Official Journal EN of the European Union L series 2025/755 25.7.2025 COMMISSION DELEGATED REGULATION(EU) 2025/755 of 16 April 2025 supplementing Regulation (EU) 2023/2631 of the European Parliament and of the Council by specifying the type of fees to be charged by ESMA to external reviewers of European Green Bonds, the matters in respect of which fees are due, the amount of the fees, and the manner in which those fees are to be paid (Text with EEA relevance) THE EUROPEAN COMMISSION, Having regard to the Treaty on the Functioning of the European Union, Having regard to 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(1), and in particular Article 66(3) thereof,

Whereas:

(1) Fees that the European Securities Market Authority (ESMA) is to charge to external reviewers of European Green Bonds should fully recover all costs ESMA incurs for the registration, recognition and supervision of external reviewers, including direct and indirect cost. Indirect cost should consist of a reasonable apportionment of ESMA’s fixed and variable overheads related to supervisory activities under Regulation (EU) 2023/2631.

(2) Fees charged for ESMA’s activities related to external reviewers should be set at a level such as to avoid a significant accumulation of deficit or surplus. Where there is a recurrent significant surplus or deficit, the level of fees should be revised.

(3) Registration fees for external reviewers should be set at a level that is appropriate to reflect the cost incurred by ESMA when assessing the applications and to ensure consistency with its comparable direct supervision mandates. The fees for external reviewers that, post registration, apply for authorisation as an endorsing external reviewer of a third- country external reviewer should take into account that they are have already been assessed and registered by ESMA.

(4) Third-country external reviewers can offer services under Regulation (EU) 2023/2631 on the basis of registration based on an equivalence regime, on the basis of recognition, or on the basis of the authorisation of an endorsement by an external reviewer established in the Union that is registered with ESMA. The fees to be paid to ESMA should reflect the different extent of supervisory effort and hence cost associated with each of these options. The fees for third-country external reviewers applying for registration under an equivalence regime should thus take into account the lower supervisory effort and cost as they are already registered and thus assessed and supervised in a third country. Third-country external reviewers applying for recognition should pay the same fee as Union based external reviewers to reflect the fact that the supervisory effort and cost are the same.

(1) OJ L, 2023/2631, 30.11.2023, ELI: http://data.europa.eu/eli/reg/2023/2631/oj.

ELI: http://data.europa.eu/eli/reg_del/2025/755/oj 1/5EN OJ L, 25.7.2025

(5) To prevent the creation of barriers to market entry for small external reviewers, it is necessary to introduce a turnover threshold below which external reviewers are not subject to annual supervisory fees for the three years following their registration or recognition.

(6) Pursuant to Article 66(3) of Regulation (EU) 2023/2631, the threshold should be based on the annual turnover at group level. The annual turnover should be determined on the basis of consolidated financial statements drawn up pursuant to Directive 2013/34/EU of the European Parliament and of the Council(2). To ensure proportionality in the long term, it is necessary to introduce a cap on fees measured as a share of applicable turnover. To ensure a degree of predictability of fee collection for ESMA, it is also necessary to set a minimum fee for all external reviewers above the threshold. This minimum fee should be set at a level that ensures consistency with ESMA’s comparable direct supervisory mandates.

(7) National competent authorities incur costs when assisting ESMA in its supervisory tasks and, in particular when those national competent authorities assist ESMA pursuant to Article 55(4) and Article 56(5) of Regulation

(EU) 2023/2631. The fees ESMA charges external reviewers of European Green Bonds should therefore also cover those costs. To avoid national competent authorities incurring a loss or profit from carrying out delegated tasks or from assisting ESMA, ESMA should reimburse only the actual costs incurred by that national competent authority.

(8) ESMA has been consulted on the content of this Regulation pursuant to Article 66(4) of Regulation (EU) 2023/2631,

HAS ADOPTED THIS REGULATION:

Article 1 Registration, recognition, and authorisation fees

1. Any person or entity that applies for registration as an external reviewer for European Green Bonds pursuant to Article 23 of Regulation (EU) 2023/2631 shall pay ESMA a fee of EUR 40 000.

2. A third-country external reviewer that applies for registration as an external reviewer for European Green Bonds pursuant to Article 39 of Regulation (EU) 2023/2631 shall pay ESMA a fee of EUR 10 000.

3. A third-country external reviewer that applies for recognition pursuant to Article 42(1) of Regulation

(EU) 2023/2631 shall pay ESMA a fee of EUR 40 000.

4. An external reviewer of European Green Bonds that applies – post its registration – for authorisation as an endorsing external reviewer pursuant to Article 43(1) of Regulation (EU) 2023/2631 shall pay ESMA a fee of EUR 20 000.

(2) Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19,

ELI: http://data.europa.eu/eli/dir/2013/34/oj).

2/5 ELI: http://data.europa.eu/eli/reg_del/2025/755/ojEN OJ L, 25.7.2025 Article 2 Annual supervisory fees

1. An external reviewer with an annual turnover generated at group level of below EUR 5 000 000 shall be exempt from having to pay ESMA an annual supervisory fee. That exemption shall apply until the end of the third full calendar year following registration or recognition as applicable. After that date, those external reviewers shall pay an annual supervisory fee that is calculated in accordance with paragraph 2.

2. ESMA shall calculate the total annual supervisory cost and the annual supervisory fee for a given external reviewer as

follows:

(a) the total annual supervisory cost for a given year (n) shall be the estimate of expenditures relating to the supervision of external reviewers’ activities under Regulation (EU) 2023/2631 as included in ESMA’s budget for that year;

(b) an external reviewer’s annual supervisory fee for a given year (n) shall be the total annual supervisory cost determined pursuant to point (a), divided between all external reviewers except those external reviewers that are exempt pursuant to paragraph 1 in year (n), in proportion to their applicable turnover calculated in accordance with Article 3;

(c) the annual supervisory fee charged to an external reviewer shall not represent more than 3 % of its applicable turnover. However, no external reviewer shall pay an annual supervisory fee that is lower than EUR 30 000.

3. By way of derogation from paragraphs 1 and 2, the first-year supervisory fee shall be equal to the fee referred to in Article 1(1) or, where applicable, to the fee referred to in Article 1(2) or, where applicable, the fee referred to in Article 1(3), multiplied by the number of days between registration or recognition and the end of the year and divided by the total number of days in that year.

4. An external reviewer that is registered or recognised during the month of December shall not pay the first-year supervisory fee.

Article 3 Applicable turnover

1. External reviewers shall keep audited accounts which clearly distinguish the revenues generated from external review services from their other revenues.

2. The applicable turnover of an external reviewer for a given year (n) as referred to in Article 2(2) shall be the sum of that external reviewer’s revenues generated from the provision of external review services on the basis of the audited accounts of the year (n-2).

3. To calculate the turnover co-efficient of each external reviewer, ESMA shall divide the applicable turnover of that external reviewer in year (n-2) by the applicable turnover of all external reviewers in year (n-2) reduced by the turnovers of external reviewers that are exempted from paying an annual supervisory fee pursuant to Article 2(1). Where no audited accounts for year (n–2) are available for a given external reviewer, ESMA shall use the audited accounts of that external reviewer of year (n–1).

4. Where the external reviewer did not operate during the full year (n-2) or (n-1), ESMA shall calculate the applicable turnover of that external reviewer in accordance with paragraph 2 by extrapolating for that external reviewer the values calculated for the number of months during which that external reviewer operated in year (n-2) or (n-1) to the whole year (n-2) or (n-1).

ELI: http://data.europa.eu/eli/reg_del/2025/755/oj 3/5EN OJ L, 25.7.2025

5. External reviewers shall provide ESMA with the audited accounts referred to in paragraph 1 on an annual basis. They shall submit those accounts to ESMA by electronic means no later than 30 September each year (n-1). An external reviewer that is registered or recognised after 30 September shall provide ESMA with its audited accounts immediately upon registration or recognition, and by the end of the year of registration or recognition.

6. ESMA shall convert revenues generated from external review services that are reported in another currency than euro into euro using the average euro foreign exchange rate applicable to the period during which those revenues were recorded.

For that purpose, ESMA shall use the euro foreign exchange reference rate published by the European Central Bank.

Article 4 General payment modalities All fees shall be payable in euro. Any late payments shall incur the default interest laid down in Article 99 of Regulation (EU, Euratom) 2024/2509 of the European Parliament and of the Council(3).

Article 5 Payment of registration, recognition and authorisation fees

1. The fees for registration, recognition and authorisation shall be due at the time the external reviewer applies for registration, recognition or authorisation and shall be paid in full within 30 days from the date of issuance of ESMA’s invoice.

2. ESMA shall not refund any registration, recognition or authorisation fees to external reviewers that decide to withdraw their application for registration, recognition or authorisation.

Article 6 Payment of annual supervisory fees

1. The annual supervisory fee referred to in Article 2 shall be due at the beginning of each calendar year and shall be paid in full to ESMA in the first 3 months of that year. ESMA shall provide each external reviewer with an invoice that specifies the supervisory fee due at the latest 30 days before the final payment date.

2. ESMA shall under no circumstances refund any annual supervisory fees paid.

Article 7 Reimbursement of national competent authorities

1. Only ESMA shall charge the fees referred to in Article 1 and 2.

2. ESMA shall reimburse national competent authorities for the actual costs incurred for carrying out tasks pursuant to Regulation (EU) 2023/2631, and in particular for any tasks carried out pursuant to Article 55(4) or Article 56(5) of that Regulation. Costs to be reimbursed shall include all fixed costs and variable costs related to the assistance provided to ESMA.

(3) Regulation (EU, Euratom) 2024/2509 of the European Parliament and of the Council of 23 September 2024 on the financial rules applicable to the general budget of the Union (OJ L, 2024/2509, 26.9.2024, ELI: http://data.europa.eu/eli/reg/2024/2509/oj).

4/5 ELI: http://data.europa.eu/eli/reg_del/2025/755/ojEN OJ L, 25.7.2025 Article 8 Entry into force This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

Done at Brussels, 16 April 2025.

For the Commission The President Ursula VON DER LEYEN

ELI: http://data.europa.eu/eli/reg_del/2025/755/oj 5/5