NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
5.5 Disclosure by Shareholders in Publicly Traded Companies Disclosure Obligations for Shareholders in Listed Companies Anyone who acquires or disposes of a capital interest or the voting rights of a Dutch NV whose shares are listed on a regulated market within the European Economic Area (EEA), or a non-Dutch listed company whose shares are listed on a Dutch regulated market, must notify the AFM without delay if the percentage of capital inter - est or voting rights reaches, exceeds or goes under any of the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% or 95%. These thresholds may apply if shareholders obtain or lose ownership of shares (or related financial instruments) and/or votes, or due to an increase or decrease in the issued share capital of the listed company. The same applies to anyone holding a gross short position in the company that reaches, exceeds or falls below any of the aforemen - tioned thresholds. The AFM publishes the notifications in its online registers. In addition, the EU Short Selling Regulation contains disclosure obligations in respect of net short positions in EEA issuers. Disclosure Obligations Applicable to Directors of Listed Companies Managing directors and supervisory directors of Dutch NVs whose shares are listed on a regu - lated market in the Netherlands also need to notify the AFM of their shares and voting rights, and of any changes in these shares and voting rights concerning (rights to acquire) shares in the
issuing institution of which they are director and in affiliated issuing institutions. Additional reporting obligations may apply under the EU Market Abuse Regulation. 6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Annual Reporting Obligations for BVs and NVs The financial report consists of three parts: • the management board report; • the annual accounts; and • other information – eg, the report of the exter - nal auditor. The management boards of both BVs and NVs must publish their annual accounts and file them with the Dutch Trade Register no later than eight days after adoption by the general meeting. If the annual accounts have not been adopted within two months after the end of the period set for their preparation, the management must publish the annual accounts with a statement that they were not adopted. In any event, annual accounts shall be filed within ultimately 12 months after the end of the financial year, regardless of whether or not they are adopted by the general meeting, together with other parts of the financial report. See 6.3 Companies Registry Filings regarding filing requirements. Dutch Listed Companies Issuing institutions are subject to stricter finan - cial reporting obligations under the Financial
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