[Last updated: 1 January 2025, unless otherwise noted]

6.1 Inside information

A Hungarian public company has the obligation to immediately disclose to the public all "inside information" that relates to it, including all material changes in information that has already been disclosed to the public.

• "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 prices of those financial instruments or on the price of related derivative financial instruments.
• Information shall be deemed to be "of a precise nature" if it indicates a set of circumstances which exists or may reasonably be expected to come into existence, or an event which 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 which, if it were made public, would be likely to have a significant effect on the prices of financial instruments or related derivative financial instruments" shall mean information that a reasonable investor would be likely to use as part of the basis of their investment decisions.

It is up to the target company to determine if certain information qualifies as "inside information". This will often be a difficult exercise, and a large gray area will exist as to whether certain events will need to be disclosed or not.

6.2 In the event of a public takeover bid

In the event of a (potential) public takeover bid, the announcement of a potential takeover bid must be made simultaneously with the submission of the takeover bid to the National Bank of Hungary for approval. This announcement must notify the public that the takeover bid is still subject to the approval of the National Bank of Hungary. Once the takeover bid is approved or rejected, the bidder must immediately initiate the announcement thereon.

6.3 Insider dealing and market abuse

The basic legal framework regarding insider dealing and market abuse under Hungarian law is set forth in the Market Abuse Regulation and certain other EU legislation; the latter being mainly implemented by the Capital Market Act. As the framework is based on EU legislation, similar rules on insider dealing and market abuse exist in other jurisdictions of the EEA.

In principle, the rules on insider dealing and market abuse remain applicable before, during and after a public takeover bid, albeit that during a takeover bid additional disclosures and restrictions apply in relation to trading in listed securities.

6.4 Common anti-takeover defense mechanisms

The table below contains a summarized overview of the mechanisms that can be used by a target company as a defense against a takeover bid. These mechanisms take into account the restrictions that apply to the board and shareholders' meeting of the target company pending a takeover bid.