Known as the transparency directive, Directive 2004/109/EC aims to improve the information supplied to investors about issuers of securities admitted to trading on a regulated market located or operating in European Union (EU) Member States.
It requires Member States to publish periodic financial and sustainability-related information on issuers’ activities throughout the financial year, in addition to ongoing information concerning the possession of significant percentages of voting rights.
The directive has been amended several times, most recently by Directives (EU) 2022/2464 as regards rules on corporate sustainability reporting and 2023/2864 as regards the establishment and functioning of the European single access point.
KEY POINTS
Periodic financial and sustainability-related information
The periodic information relates to the financial situation of the issuer of securities and that of the enterprises it controls, along with the company’s impact on sustainability matters and the information necessary to understand how sustainability aspects affect the company’s development, performance and position.
Issuers of securities must divulge annual financial reports (composed of the financial statements, the management report and the responsibility statements) and interim financial reports (interim management statements). While the directive does not support more frequent periodic reporting (e.g. quarterly financial reports), these are nevertheless allowed if the additional reporting is proportionate.
The financial report must remain available to the public for at least 10 years.
For financial years beginning on or after , all annual financial reports must be prepared in a single electronic reporting format based on technical specifications drawn up by the European Securities and Markets Authority (ESMA) and adopted by Delegated Regulation (EU) 2019/815.
Rules introduced by amending Directive (EU) 2022/2464 on corporate sustainability reporting require all companies listed on the EU-regulated markets to include in their management report information relating to the company’s impact on sustainability matters (such as environmental rights, social rights, human rights and governance factors) and information necessary to understand how sustainability aspects affect their development, performance and position. The application of these rules will be phased in (see below).
Notification of holdings of significant voting rights
Where shareholders acquire or dispose of the shares of an issuer whose shares are admitted for trading on a regulated market and that carry voting rights, they must notify the issuer of the percentage of voting rights that they hold as a result of the operation. This rule applies if the percentage owned reaches certain thresholds (5 %, 10 %, 15 %, 20 %, 25 %, 30 %, 50 % and 75 %) or goes above or below those thresholds. This is also true in other cases where a natural or legal person has the right to acquire, yield or exercise voting rights.
Notification to the issuer, which must be given by the shareholder within four trading days, must provide information about the new distribution of voting rights, the shareholder’s identity, the date of change and the threshold of votes reached.
Issuers must make public the information contained in the notifications of major holdings they receive no later than three trading days thereafter.
The directive requires listed companies that are active in extractive (oil, gas and minerals) and primary forest industries to declare payments made to governments in the Member States where they conduct their activities, in a separate report compiled annually.
Disclosure of additional information
As soon as possible, and no later than four trading days after the acquisition or disposal of own shares where the proportion reaches, exceeds or falls below 5 % or 10 % of the voting rights, the issuer must make public the proportion of own shares.
At the end of each calendar month, issuers must make public the total number of voting rights and capital.
Without delay, an issuer must make public any change in the rights attached to the various classes of shares.
Dissemination, storage and access to regulated information
Member States must ensure that the issuer, or the person who has applied for admission to trading on a regulated market without the issuers consent, discloses regulated information in a manner ensuring fast access to such information on a non-discriminatory basis and makes it available to the officially appointed mechanism.
In addition, each Member State must ensure that there is at least one officially appointed mechanism to store the information disclosed by companies and make it accessible to the public for 10 years.
ESMA has been tasked with building a European single access point (ESAP) that will include and make accessible the above information by mid 2027. Amending Directive (EU) 2023/2864 inserts an article in Directive 2004/109/EC requiring Member States, from , to ensure that, when making public any regulated information as referred to in the transparency directive, the issuer or the person who has applied for admission to trading on a regulated market without the issuer’s consent submits that information at the same time to the officially appointed mechanism (i.e. collection body), in a digital format and together with the relevant metadata, for the purposes of making that information accessible on the ESAP, set up under Regulation (EU) 2023/2859.
Non-EU countries
Where the registered office of an issuer is situated in a non-EU country, it may choose from among the Member States where its securities are admitted to trading on a regulated market. The competent authority of the Member State it chooses may allow that issuer to follow its national rules (such as rules regarding periodic information and other information to be disclosed) provided that the law of the non-EU country in question lays down requirements equivalent to those in the EU. The competent authority must then inform ESMA of any exemptions granted.
Directive 2007/14/EC and its amending directives set out detailed rules on matters such as:
procedural arrangements for the choice of the home Member State;
minimum content of half-yearly non-consolidated financial statements;
control mechanisms by competent authorities as regards market makers.
Regulation (EC) No 1569/2007 and its amendments establish a mechanism to determine the equivalence of accounting standards applied by non-EU-country issuers of securities.
Delegated Regulation (EU) 2015/761 concerns certain regulatory technical standards on major holdings.
Delegated Regulation (EU) 2016/1437 concerns regulatory technical standards on access to regulated information at the EU level.
Delegated Regulation (EU) 2019/815 concerns regulatory technical standards specifying a single electronic reporting format, including subsequent updates or amendments.
FROM WHEN DO THE RULES APPLY?
Directive 2004/109/EC had to be transposed into national law by . The rules contained in the directive should apply from the same date.
Amending Directive (EU) 2022/2464 had to be transposed into national law by . Its application will be in three phases:
the 2024 financial year for large issuers with more than 500 employees and issuers that are parent companies of large groups with more than 500 employees at the consolidated level;
the 2025 financial year for all other large issuers;
the 2026 financial year for issuers that are small and medium-sized enterprises, small and non-complex credit institutions and captive (re)insurance undertakings.
Amending Directive (EU) 2023/2864 has to be transposed into national law by , with the exception of Article 3 (Amendments to Directive 2004/109/EC) which has to be transposed by .
Directive 2004/109/EC of the European Parliament and of the Council of on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, , pp. 38–57).
Successive amendments to Directive 2004/109/EC have been incorporated into the original text. This consolidated version is of documentary value only.
RELATED DOCUMENTS
Regulation (EU) 2023/2859 of the European Parliament and of the Council of establishing a European single access point providing centralised access to publicly available information of relevance to financial services, capital markets and sustainability (OJ L, 2023/2859, ).
Commission Delegated Regulation (EU) 2019/815 of supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (OJ L 143, , pp. 1–792).
Commission Delegated Regulation (EU) 2016/1437 of supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on access to regulated information at Union level (OJ L 234, , pp. 1–7).
Commission Delegated Regulation (EU) 2015/761 of supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to certain regulatory technical standards on major holdings (OJ L 120, , pp. 2–5).
Regulation (EU) No 1095/2010 of the European Parliament and of the Council of establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ L 331, , pp. 84–119).
Commission Regulation (EC) No 1569/2007 of establishing a mechanism for the determination of equivalence of accounting standards applied by third country issuers of securities pursuant to Directives 2003/71/EC and 2004/109/EC of the European Parliament and of the Council (OJ L 340, , pp. 66–68).
Commission Directive 2007/14/EC of laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (OJ L 69, , pp. 27–36).
Commission Recommendation 2007/657/EC of on the electronic network of officially appointed mechanisms for the central storage of regulated information referred to in Directive 2004/109/EC of the European Parliament and of the Council (OJ L 267, , pp. 16–22).