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

Key Transparency Directive requirements

A company listed on Euronext Brussels must comply with the Belgian requirements implementing the EU Transparency Directive, which is applicable in the EEA (the Transparency Directive) and several implementing and delegated regulations.

• The bulk of the Transparency Directive relates to the ongoing and recurrent publication by listed companies of financial and other information. These rules have been transposed into Belgian law mainly via the Belgian Royal Decree of 14 November 2007, as amended, regarding the obligations of issuers of financial instruments admitted to trading on a regulated market (commonly known as the Belgian Transparency Decree).
• The Transparency Directive also contains rules regarding the disclosure of important shareholdings in listed companies. These rules have been transposed into Belgian law via the Belgian Act of 2 May 2007, regarding the disclosure of important participations in issuers with shares admitted to trading on a regulated market and regarding miscellaneous provisions and the Royal Decree of 14 February 2008, regarding the disclosure of important participations.

The filings and disclosures referred to below can be made in English. Belgian listed companies are subject to regional language requirements, and therefore also make their information available in Dutch and/or French, as applicable.

General obligations. As a general rule, a company listed on Euronext Brussels must provide the public with all necessary information in order to ensure the transparency, integrity and good functioning of the market. The information that is disclosed must be fair, precise and sincere, and must enable the holders of the financial instruments concerned and the public to assess the influence of the information on the position, business and profit or loss of the company.

Recurring financial reporting requirements. Pursuant to the Belgian Transparency Decree, a listed company must publish financial reports on a recurring basis, consisting of:

• Annual financial report. This report must be published within four months after the end of the fiscal year. It must include:
  • The audited annual financial statements.
  • A management report.
  • A statement by the persons responsible within the company (for example, the Chief Executive Officer and/or Chief Financial Officer) 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 management report includes a fair review of the development and performance of the business and the position of the company, with a description of the principal risks and uncertainties that it faces.
  • The non-consolidated financial statements.

    If the company is not required to prepare consolidated financial statements, only the non-consolidated financial statements must be included. The annual financial report must be disclosed together with the auditor's audit report.

  • Half-yearly financial report. This report must be published within three months after the end of the semester. It must include:
    • A condensed set of financial statements.
    • An interim management report.
    • A statement by the persons responsible within the company that, to the best of their knowledge:
      • The condensed set of 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 interim management 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 condensed financial statements, with a description of the principal risks and uncertainties for the remaining six months, as well as the major related party transactions during the relevant period and their impact on the condensed financial statements.
    • The auditor's audit or review report or a statement by the company that the financial statements have not been audited or reviewed.
• Interim management statements or quarterly financial reports. Companies are not obliged to issue a quarterly report or interim management statement in relation to the first and third quarter of their financial year. Practice, however, remains that companies provide quarterly financial information or trading updates via interim management statements.
• Annual communiqué. Companies are not obliged to publish so-called "communiqués" (press releases) relating to their annual financial result. However, if a company issues a press release relating to its business and financial results after the annual financial statements have been established by the board of directors, but before the publication of the annual financial report, it should at least contain certain minimum information as set forth in the Belgian Transparency Decree.

Non-EEA issuers. A non-EEA company that is listed in the EEA will have to select, among the EEA Member States where it has securities admitted to trading on a regulated market, a home Member State for the purposes of the Transparency Directive. This election remains valid unless securities are no longer admitted to trading on any regulated market in the home Member State (if the company's securities are admitted to trading in one or more other Member States, the company will have to elect a new home Member State from among such Member States where securities are listed on a regulated market). The regulator of this home Member State (which is the FSMA in Belgium) may recognize as equivalent the home country reports of non-EEA issuers, so long as the reports are filed and published in accordance with the European Transparency Directive and meet EEA-adopted minimum standards as to content. The details as to content for financial reporting are provided in Commission Directive 2007/14/EC of March 8, 2007. These include:

• Annual management 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.
• Quarterly reports or interim financial statements. The report will be deemed to meet the Transparency Directive's requirements if the company is required to publish quarterly financial reports.

Applicable accounting standards. The Transparency Directive requires annual and half-yearly reports to include consolidated financial statements, prepared in accordance with IFRS. Pursuant to a decision by the European Commission in December 2008, US and Japanese GAAP are considered to be equivalent to IFRS. According to this decision, as amended in April 2012, 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 Canada, China or South Korea or, for financial years starting before 31 March 2016, India. A mechanism is in place allowing the European Commission to further monitor and decide on the equivalence of accounting standards of countries outside of the EEA converging to IFRS.

Notification of outstanding shares and important shareholdings. Pursuant to the Belgian Act of 2 May 2007, a listed company must disclose the outstanding capital, the number of outstanding securities with voting rights and the number of outstanding voting rights at the end of each calendar month during which there has been an increase or decrease. Belgian listed companies must also disclose the notifications that they receive from holders of securities who, alone or together with other persons, are required to disclose the number of outstanding voting rights (and securities with voting rights) that they hold in the company.

Other ongoing transparency obligations. In addition to the recurring obligation to publish financial reports, the Belgian Transparency Decree imposes a number of other transparency obligations:

• A listed company must ensure an equal treatment of all holders that are placed in the same circumstances. It must also ensure that in Belgium all the facilities and information necessary to enable holders of financial instruments to exercise their rights are available and that the integrity of data is preserved.
• A listed company must provide, as soon as possible:
  • Information on the place, time and agenda of general shareholders' meetings, the total number of shares and voting rights and the rights of holders of financial instruments to participate in these meetings.
  • Information on the place, time and agenda of general meetings of holders of debt instruments, and the rights of holders of debt instruments to participate in these meetings.
  • Information relating to its designation of a financial institution as its agent, through which holders of financial instruments may exercise their financial rights in Belgium.
  • All information relating to the rights attached to the holding of financial instruments, and:
  • For equity securities, (among other matters) information concerning the allocation and payment of dividends and concerning the issue of new shares, including information on any arrangements for allotment, subscription, cancellation or conversion.
  • for debt securities, information on the payment of interest, the exercise of possible rights of conversion, exchange, subscription or cancellation, and on repayment.
• A listed company must make available a proxy form, on paper (or, where applicable, by electronic means), to each person entitled to vote at a general shareholders' meeting or a general meeting of holders of debt instruments. This must be provided together with the notice concerning the meeting or, on request, after the announcement of the meeting.
• A listed company must disclose proposed amendments to its deed of incorporation or articles of association.

The FSMA can grant an exemption to a non-EEA listed company, allowing the company to comply with the above transparency obligations, if the applicable law of the company's country of origin imposes equivalent obligations or if the company complies with equivalent obligations. On the other hand, non-EEA listed companies must also make available to the public all information that they disclose outside of the EEA, to the extent that the information is relevant for the public within the EEA.

The above transparency obligations are in addition to more general disclosure obligations that are imposed by Belgian law and Belgian financial legislation, which include:

• The publication of notices to convene general shareholders' meetings.
• The publication of information regarding the repurchase by a company of its own shares.
• Filings and publications for certain corporate events, such as amendments to the articles of association or election, resignation or dismissal of directors and auditors.

These requirements do not necessarily apply to foreign companies, but foreign companies may be subject to a similar regime pursuant to the applicable company law to which they are subject.

Wide dissemination and storage of regulated information. The yearly and half-yearly reports, together with the monthly reports on the number of outstanding shares and voting rights, press releases to disclose inside information (see below) and certain other information to be disclosed are considered to be "regulated information" whose distribution and retention must follow rules set forth in the Transparency Directive.

Under the Transparency Directive, regulated information must be disseminated, filed and then stored for a five-year period. As to the dissemination of regulated information, most of it must be:

• Distributed in the form of a press release.
• Made available on the company's website.
• Provided to the media.

For financial reports, it is sufficient that a press release is distributed indicating where the full report is stored and can be retrieved. At the same time, the information so distributed must be filed with the FSMA.

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 EEA Member State. In Belgium, the FSMA has been appointed as the "officially appointed mechanism," and, since January 2011, the FSMA has put in place STORI, a central electronic database for filings by issuers that are subject to supervision by the FSMA, which is accessible to the public via the FSMA's website (www.fsma.be). In addition to a filing with STORI, Belgian law also requires that listed companies store the relevant information on their website, and that the FSMA's website contain a hyperlink to the relevant site of each listed company that is subject to its supervision. The website of a listed company must also include a yearly calendar of contemplated publications and disclosures.

A non-EEA company does not need to publish annual or half-year reports in Belgium. Rather, it can issue a press release, advising of the filing of the report and where it can be obtained. In addition, the full reports will need to be filed with the FSMA. The same method can be used for other voluminous information.

Key Market Abuse Regulation requirements

Disclosure of inside information. Article 17 of the EU's Market Abuse Regulation requires that issuers of financial instruments inform the public as soon as possible of inside information that directly concerns such issuers.

Inside information means information of a precise nature which has not been made public, relating, directly or indirectly, to one or more issuers of financial instruments or to one or more financial instruments and which, if it were made public, would be likely to have a significant effect on the price of those financial instruments or on the price of related derivative financial instruments. Information will be deemed to be of a precise nature if it indicates a set of circumstances that exists (or may reasonably be expected to come into existence) or an event that has occurred (or may reasonably be expected to do so), and if it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of financial instruments or related derivative 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.

Inside information is considered as "regulated information" (see above). A listed company must immediately disclose all inside information in the form of a press release, immediately distributed to the media. The company must take reasonable measures to ensure that the disclosure of inside information occurs as simultaneously as possible in all EEA Member States where it has financial instruments admitted to trading on a regulated market. This can be done by providing the information to primary providers of regulated information, who in turn disseminate the information to press agencies and websites located in Belgium and elsewhere.

A listed company may, under its own responsibility, decide to delay the disclosure of inside information if:

• It is of the opinion that the immediate disclosure of the information is likely to prejudice the legitimate interests of the company.
• The delay of disclosure is not likely to mislead the public.
• The company is able to ensure the confidentiality of the relevant information.

If the company has postponed the disclosure of inside information, it must, immediately following the disclosure of such inside information to the public, notify the FSMA that disclosure of information was delayed and provide a written explanation as to how the conditions set out above were met.

Issuers who wish to make use of the possibility of delaying the disclosure of inside information must keep appropriate internal records containing (among others) (i) information on the dates and times when the inside information first came into existence, when the decision to delay disclosure was made and when the issuer is likely to disclose the information, (ii) the identity of the persons within the issuers responsible for making the decision to delay disclosure, the decision to disclose, the ongoing monitoring of the conditions for the delay and the provision of the required information to the FSMA, and (iii) evidence of the initial fulfilment of the conditions for delaying disclosure as set out above (including details on applicable internal and external information barriers and arrangements put in place to disclose the inside information as soon as possible where confidentiality is no longer ensured).

Prohibitions on insider dealing and market abuse. The Market Abuse Regulation imposes a number of specific prohibitions on insider dealing. These apply to all financial instruments trading on the regulated markets of Euronext Brussels. They also apply to financial instruments admitted to trading on a regulated market and certain other trading platforms elsewhere in the EEA, insofar as the acts concerned are performed in Belgium. In summary, persons who possess inside information and who know or reasonably should know that the information concerned constitutes inside information, may not do any of the following:

• Insider dealing. They may not use such inside information to acquire or dispose of, or attempt to acquire or dispose of, for their own account or for the account of a third party, either directly or indirectly, the financial instruments to which the inside information relates.
• Unlawful disclosure of inside information. They may not disclose the inside information to any other person, except where the disclosure is made in the normal exercise of their employment, profession or duties.
• Recommendation. They may not, on the basis of inside information, recommend or induce another person to acquire or dispose of financial instruments to which the inside information relates.

Non-compliance with these prohibitions could lead to administrative fines imposed by the FSMA and/or criminal liability (subject to criminal fines and jail sentences).

Apart from the above prohibition on insider dealing, the Market Abuse Regulation also contains a number of prohibitions on market abuse and market manipulation.

Further to the EU market abuse legislation, there are also a number of safe harbors for stabilization in connection with a public offering of securities and for stock repurchase programs.

Disclosure of certain management transactions. The European Market Abuse Regulation and its implementing and delegated regulations put in place rules requiring directors and senior management to disclose dealings in their own company's shares to the market. Firms are also obliged to report suspicious transactions to the competent authority.

Under these rules, persons discharging managerial responsibilities within a listed company (such as officers and directors), as well as persons closely associated with them (such as family members), are required to report to the company and the FSMA all transactions related to shares or debt instruments of the company, or to derivatives or other financial instruments linked to them. The report must be filed promptly and no later than three business days of the transaction date. The report can be postponed if the total amount of the transactions carried out during a current calendar year is less than €5,000 (approximately US$5,525). A model form on which these transactions must be reported to the FSMA has been provided by the European legislator. The reports can be accessed by the public on the FSMA's website.

Subject to certain exceptions, persons discharging managerial responsibilities within a listed company shall not conduct any transactions on their own account or for the account of a third party, directly or indirectly relating to the shares or debt instruments of the issuer or to derivatives or other financial instruments linked to them during a closed period of 30 calendar days before the announcement of an interim financial report or a year-end report which the issuer is obliged to make public.

Insider lists. Pursuant to the European Market Abuse Regulation, a company with financial instruments admitted to trading on a Belgian regulated market is obliged to draw up a list of all persons who have access to inside information and who are working for the company under an employment contract or otherwise performing tasks through which they have access to inside information, such as advisers, accountants or credit rating agencies.

The list must contain:

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

Templates have been made available by the European legislator and have been further populated by the FSMA for use specifically in Belgium.

The insider list must be divided in separate sections relating to different inside information.

The list must be regularly updated, and the FSMA can request a copy thereof. The list must be immediately updated whenever:

• There is a change in the reason why any person is mentioned on the list.
• Any new person has to be added to the list.
• Any person mentioned on the list no longer has access to inside information (providing the date since when this is the case).

These lists must be kept until five years after their establishment or update. Furthermore, the persons establishing the list must see to it that the persons mentioned on the list acknowledge their legal and managerial duties and that they are aware of the fines and measures in case of abuse or unauthorized disclosure of the information.

Euronext Brussels requirements

The Euronext Rule Book contains a number of additional ongoing reporting and other obligations. Most of these are similar to the obligations imposed by Belgian law. The main rules can be summarized as follows:

• The listed company must promptly pay the fees charged by Euronext, in accordance with the conditions established by Euronext and communicated to issuers.
• When a listed company issues additional securities of the same class as securities already admitted to listing, it must apply for admission to listing of the additional securities as soon as the new securities are issued (in the case of a public offering of securities) and no later than 90 days after their issue (in other cases).
• The listed company must treat holders of securities of the same class issued by it equally in accordance with the rules and regulations applicable in Belgium.
• The listed company must provide the market all necessary information to enable holders of its listed securities to exercise their rights.
• The listed company must provide Euronext Brussels with all information which may impact the fair, orderly and efficient functioning of the markets operated by Euronext Brussels, or may modify the price of its securities (ultimately) at the same time at which such information is made public.
• The listed company must inform Euronext Brussels of corporate or securities events in respect of its securities admitted to listing in order to facilitate the fair, orderly and efficient functioning of the market. The relevant information must be provided at least two trading days in advance of the earlier of (i) the public announcement of the timetable for any such corporate or securities event and (ii) the corporate or securities event having effect on the market or the position of the holders of the relevant securities. The information includes:
  • Amendments that affect the respective rights of different categories of securities.
  • Any issues or subscription of financial instruments.
  • Any mandatory reorganization (such as a stock split, reverse stock split, redemption in part or in whole of securities).
  • Any voluntary reorganization with or without option element (such as a tender offer, rights offer, repurchase offer).
  • Any securities distribution (for example a stock dividend, bonus issue), any cash distribution (such as a cash dividend), and any announcement of coupons or cash dividend non payment.
  • Any prospectus (or equivalent disclosure document) relating to public offerings.
  • Any reports on the status of liquidation and more generally any decision regarding any situation of (temporary) suspension of payments, bankruptcy or insolvency situation (or analogous procedure has been granted or declared applicable in any jurisdiction.
  • Any name change of the issuer.
  • The admission to listing or trading on any regulated market or other organized market.