Amendments to the Transparency Directive implemented in the Netherlands

Introduction

The Transparency Directive requires issuers of securities traded on regulated markets within the EU to ensure appropriate transparency through a regular flow of information to the markets. The Transparency Directive was amended in 2013 by means of Directive 2013/50/EU, primarily to simplify and improve its effectiveness for in particular small and medium sized issuers. These amendments have been implemented in Dutch law by means of an amendment to the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Main changes

The main changes regard the following:

• The obligation to publish an interim statement (ie quarterly information) is abolished.
• The deadline for the publication of semi-annual financial statements is extended from two to three months after the lapse of the first six months of the financial year.
• The period during which annual and semi-annual financial statements shall be kept available to the public is extended from at least five years to at least ten years.
• Each holder of 3% of the shares or the voting rights in an issuer, whose holding reaches or crosses one of the notification thresholds (3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%) as a consequence of the interest being differently composed because shares or voting rights have been acquired through the exercise of a right to acquire the same or because of an exchange of shares for depositary receipts, must notify the Dutch supervisory authority Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, the "AFM") of this change within four trading days. Previously, such notification needed to be made once a year within four weeks from 31 December.
• The obligation to inform the AFM and the stock exchange on an intended amendment of the issuers articles of association is abolished.
• Issuers that are active in the extractive industry and loggers of primary forests need to publish an annual report on the payments they make to governments.

Effective date

The requirement to publish quarterly information has been abolished as per 01 January 2016. The other changes are effective as of 29 January 2016.