[Last updated: 1 January 2024, unless otherwise noted]

Key Transparency Directive requirements

Companies whose shares (or certain other securities) are admitted to trading on a regulated market in the EEA and of which the Netherlands is the "home state" for the purpose of the EU Transparency Directive, which is applicable in the EEA (the Transparency Directive) by way of implementation into national legislation of the EEA member states, must comply with all of such requirements. Pursuant to these requirements (which are in the Netherlands implemented in the FSA), listed issuers must publish certain "regulated information" on a regular basis. Certain other "regulated information" must be disclosed to the public on an incidental basis.

Whenever an issuer publishes "regulated information," it must also file simultaneously a copy of the relevant communication with the supervisory authority. Assuming that the Netherlands is the "home state" of the issuer for the purpose of the Transparency Directive and that the company's securities have been admitted to trading on Euronext Amsterdam, the AFM will be the relevant authority to receive these filings. Following the implementation of the Transparency Directive, all issuers of securities admitted to trading on a regulated market within the European Union are obligated to disclose their home Member State.

Periodic reporting requirements for "regulated information"

The FSA requirements concerning the publication of "regulated information" are as follows.

• Annual reports. The annual reports must be published within four months of the end of the fiscal year. At a minimum, it will need to include summarized audited financial statements, management's report and an auditors' report on the financial statements for the period covered. In the event that after adoption of the annual reports but before making it available to the public, a substantial deviation in the financial information in such reports becomes apparent, the company has to issue a statement to inform its shareholders and the public in this respect without delay. These reports must be available to the public for at least 10 years.
• Half-yearly reports. The half-yearly report must be published as soon as possible, but no later than three months after the end of the semester. At a minimum, it should include summarized financial statements, an interim report and the auditor's review report or a statement by the issuer that the financial statements have not been reviewed. In addition, the FSA requires the half-yearly report to include material related party transactions that have occurred during the first six months of the fiscal year. These reports must be available to the public for at least 10 years.
• Accounting standards to be followed in annual and half-yearly reports. The annual and half-yearly reports must contain consolidated financial statements, prepared in accordance with IFRS. Pursuant to decisions by the European Commission, Chinese, Canadian, Indian, Japanese, South Korean and US GAAP are considered to be equivalent to IFRS for the purposes of the Transparency Directive. According to this decision, for a limited period a non-EEA issuer is also permitted to prepare its annual and half-yearly consolidated financial statements in accordance with the generally accepted accounting principles of China or Canada.

The regulator of a home Member State (for example, the AFM) may recognize as equivalent the home country reports of a non-EU issuer, so long as the reports are filed and published in accordance with the Transparency Directive, the implemented national legislation and meet EU-adopted minimum standards as to content. The details as to content are provided in the FSA's Transparency of Issuing Institutions Decree. These include:

• Annual reports. The report will be deemed to meet the Transparency Directive's requirements if it contains:
  • A fair review of the development and performance of the company's business and of its position, together with a description of the principal risks and uncertainties that the company faces.
  • An indication of any important events that have occurred since the end of the financial year.
  • Indications of the company's likely future development.
• Half-yearly reports. The report will be deemed to meet the Transparency Directive's requirements if it contains at least:
  • A review of the covered period.
  • Indications of the company's likely future development for the remaining six months of the financial year.
  • For issuers of shares and if already not disclosed on an ongoing basis, major related party transactions.

Responsibility statement requirements. Pursuant to the FSA rules, certain responsibility statements must be included in the periodic reports described above. Consequently, the persons responsible within the company (for example, the Chief Executive Officer) will be required to state publicly that, to the best of their knowledge:

• The annual financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the company's consolidated assets, liabilities, financial position and profit or loss.
• The annual report includes a fair review of the development and performance of the business and the company's position, with a description of the principal risks and uncertainties that it faces.
• The half-year financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the company's consolidated assets, liabilities, financial position and profit or loss.
• The half-year report includes a fair review of the important events that have occurred in the first six months of the financial year and their impact on the financial statements, with a description of the principal risks and uncertainties for the remaining six months and related party transactions.

Incidental publication requirements for "regulated information"

The FSA also prescribes incidental publication of certain "regulated information", this includes changes in the rights attached to certain classes of shares or other securities of the company must be published forthwith.

Publication of "regulated information"

As discussed above, the yearly and half-yearly statements and information concerning changes in the rights attached to the company's securities would be considered to be "regulated information," whose distribution and retention has to follow rules set forth in the Transparency Directive.

Under the Transparency Directive, "regulated information" must be disseminated, filed and then stored for a 10-year period. The Transparency Directive requires "regulated information" to be centrally stored in an "officially appointed mechanism" and requires that there be at least one such mechanism in each Member State. The Dutch Minister of Finance has appointed the AFM as the "officially appointed mechanism" for the Netherlands.

Assuming that:

• The Netherlands is a company's "home state" for the purpose of the Transparency Directive, as discussed above.
• The company's securities have been admitted to trading on a regulated market,

then the implemented FSA rules concerning the means of publication and dissemination of "regulated information" will apply. In accordance with these rules, "regulated information" must be published in Dutch or in English through a press release, which must be made available simultaneously in each of the EEA states in which the relevant issuer's securities are admitted to trading on a regulated market. This must occur through the use of such media as will reasonably ensure prompt and efficient dissemination of the information in the Netherlands and in all EEA states, without discrimination. Publication on the company's website fulfills such requirement.

The European Market Abuse Regulation (EU) 596/2014 (MAR) explicitly requires that "inside information" must be posted and maintained on the company's website for a period of at least five years.

Further, as mentioned above, whenever an issuer publishes "regulated information", it must send a copy to the AFM. Any "regulated information" filed with the AFM is subsequently included in its register, which is accessible online.

Publication requirements for "inside information"

The MAR is applicable in the Netherlands. Issuers listed on Euronext Amsterdam are required to comply with the rules set out in the MAR. The issuer of a financial instrument is required to inform the public without delay of "inside information" that directly concerns the issuer. Furthermore, persons with knowledge of "inside information" due to their participation in the company's management are prohibited from using, for their own or another's account, that information on the market, and from communicating such information for ends or activities other than those for which it is intended. A similar prohibition applies to any person that is in possession of "inside information."

Pursuant to the MAR, "inside information" is any information:

• Of a precise nature.
• That has not been made public.
• Relating directly or indirectly to one or more issuers of financial instruments, or to one of more financial instruments.
• Which, if it were made public, would be likely to have a significant effect on the prices of the relevant financial instruments or on the prices of related financial instruments.

Information is deemed to be precise if it indicates a set of circumstances or event that has occurred or is likely to occur, and a conclusion may be drawn as to the possible effect of the set of circumstances or event on the prices of financial instruments or related financial instruments. Information that, if it were made public, would be likely to have a significant effect on the prices of financial instruments or related derivative financial instruments, is information that a reasonable investor would be likely to use as part of the basis of the investor's investment decisions.

According to guidance published by the AFM, concrete information and important facts regarding the following matters (among others), which have not made public, is likely to constitute "inside information":

• Significant facts concerning the financial position and/or results.
• Significant facts concerning the company's strategy.
• Significant facts concerning capital, control or governance.

Publication or filing of non-"regulated information"

Pursuant to the FSA, additional filing and/or publication requirements apply to certain companies:

• Number of outstanding shares and voting rights. Dutch public companies (naamloze vennootschappen) whose securities are admitted to trading on a regulated market and non-EEA issuers, whose shares (or depositary receipts for shares) are admitted to trading on Euronext Amsterdam, must notify the AFM of certain changes in the total number of voting rights and the number of shares making up their issued share capital on an ongoing basis. Changes resulting in a 1% aggregate change must be published without delay. Other changes must be published on a quarterly basis.
• Dismissal of (supervisory) director. Dutch public companies (naamloze vennootschappen), whose shares (or depositary receipts for shares) are admitted to trading on an EEA regulated market or non EEA-issuers, whose shares are admitted to trading on Euronext Amsterdam, must notify the AFM forthwith of the fact that a (supervisory) board member has been removed from their position.
• Initial holdings of newly appointed (supervisory) directors. (Supervisory) board members of Dutch public companies (naamloze vennootschappen), whose shares (or depositary receipts for shares) are admitted to trading on an EEA regulated market, must notify the AFM of the number of shares or depositary receipts and the number of voting rights they hold in those companies within two weeks following their appointment. The same requirement applies to the shares, depositary receipts and voting rights they hold in other Dutch public companies:
  • Of which the relevant Dutch public company (naamloze vennootschap) is a group entity.
  • In which the relevant Dutch public company (naamloze vennootschap) has a 10% participating interest and of which the most recent turnover amounts to 10% or more of that of the consolidated turnover of such Dutch public company.
  • Which directly or indirectly provide 25% of the capital of the relevant Dutch public company (naamloze vennootschap).
• Subsequent holdings of (supervisory) directors. (Supervisory) board members of Dutch public companies (naamloze vennootschappen), whose shares (or depositary receipts for shares) are admitted to trading on an EEA regulated market, must notify the AFM forthwith of any changes in the number of shares, depositary receipts and voting rights they hold in such public companies and the other Dutch public companies described in the preceding bullet point.

Filing of information other than "regulated information" in accordance with the foregoing must be made electronically, using specific forms that are available on the AFM's website for each type of notification (other than notifications of envisaged amendments to articles of association and dismissal of (supervisory) directors, for which no specific form exists). Whenever an electronic filing is made, an original and signed copy of the notification must be sent to the AFM by registered mail. The information so filed will be subsequently incorporated in the AFM register, which is accessible online.

Other requirements for issuers with a Euronext Amsterdam listing

Insider lists. In order to prevent unlawful use and/or dissemination of "inside information," a Dutch or non-EEA company whose securities are admitted to trading on Euronext Amsterdam (among other markets) must prepare, keep and regularly update a list of the persons whom it employs and who have access, either regularly or incidentally, to "inside information" relating directly or indirectly to the company. Examples of persons who could have access to inside information are:

• Managing and supervisory directors or executive- and non-executive directors.
• External advisers.
• Certain employees.

Companies may keep two separate lists: one list for permanent insiders and one 'project-specific' or 'deal-specific' list. The lists of insiders must be kept up-to-date at all times. The company must also inform the listed persons about the relevant prohibitions and the sanctions applicable in the event of insider trading or other market abuse practices.

The lists of insiders must state at least:

• The identity of any person having access to inside information.
• The reason why that person is on the list and his function.
• The date when the list of insiders was created and updated.

In addition, the lists of insiders must be promptly updated:

• Whenever there is a change in the reason why any person is already on the list.
• Whenever any new person has to be added to the list.
• By mentioning whether and when any person already on the list has no longer access to inside information.

For the benefit of uniformity, all issuers are obliged to use the mandatory templates that are attached to the Commission Implementing Regulation (Annexes I and II). The lists and any outdated versions must be kept (in electronic form, accessible and secure) for at least five years.

Insider dealing rules. A Dutch or non-EEA issuer whose securities are admitted to trading on Euronext Amsterdam (among other markets) should implement an internal code of conduct containing internal rules (sometimes called "insider dealing code") governing the ownership of and transactions in its securities. The aim of such insider dealing code is to promote compliance with the relevant obligations and restrictions under applicable securities laws, including the MAR.

The insider dealing code includes rules relating to, among other matters:

• The tasks and powers of the person appointed by the company to make notifications on behalf of persons associated with the company who are required to notify the AFM of their transactions in the company's securities pursuant to insider trading rules.
• The obligations of directors, managers and supervisory board members (and other persons obligated to provide notice under the FSA, such as spouses and children) and employees with respect to the ownership of, and transactions in, the company's shares.
• If relevant, the period during which those persons may not conduct or effect transactions in the company's shares (so-called "closed periods").

The supervision on compliance with the insider trading rules, is a responsibility of the company itself.

Euronext Amsterdam requirements

Pursuant to the Euronext rules, a company whose shares are listed on Euronext Amsterdam must, in addition to any of the regulatory requirements applicable as a result of the listing of its shares:

• Pay any fees charged by Euronext Amsterdam.
• Apply for admission to listing if it issues any additional shares of the same class as those listed. This application should be made as soon as the securities are issued (in the case of publicly issued securities) or no later than 90 days after their issuance (in other cases).
• Ensure equal treatment of all shareholders in the same position with regard to the rights attached to its securities.
• Provide all necessary information and facilities to enable holders of its securities to exercise their rights.
• Notify Euronext Amsterdam if it increases its issued capital by means of a private placement or if it privately places securities that are convertible into shares, no later than on the second working day thereafter.
• Provide Euronext Amsterdam with any information that it may deem appropriate, with a view to the protection of investors or an orderly operation of the market.
•  Publish and provide to Euronext Amsterdam certain information that it is required to release to the public under the Euronext rules and the listing agreement, as stipulated by law, and provide to Euronext Amsterdam all information that has to be published by law in a digital format for purposes of publication and dissemination.