Investor Relations Toolbox

Every listed company is assigned a dedicated contact person at the FSMA. If you do not know who your contact person is, please send an e-mail to AM_SCS_SEC@fsma.be. You will then receive that person’s contact details.

If you wish to have access to the eCorporate and/or eMT platforms, please send a message to eCorporate.fin@fsma.be. Your login credentials will then be sent to you.

Questions pertaining to transparency legislation may be sent to your contact person and also to trp.fin@fsma.be

Questions pertaining to inside information, acquisition and disposal of own shares, and managers’ transactions may be sent to your contact person and also to info.fin@fsma.be

The following information must be submitted to the FSMA as soon as possible:

• LEI: the LEI or Legal Entity Identifier is a unique identification code assigned to entities participating in financial transactions. Every listed company must have a LEI.
• Contact details: the FSMA wishes to receive details (phone number, cell phone number, e-mail address) of contact persons within each listed company to be able to easily reach them should a market event so require.

The following information must be made public and uploaded to eCorporate:

• Home Member State: every listed company must have a home Member State. For issuers of shares, it will always be the Member State in which the registered office is situated.

  The standard form to be filled in is available here.

• Denominator: this is the company’s total number of voting rights. Shareholders subject to a transparency notification requirement need that information to be able to fulfil their obligations. The information must be made public in a (denominator) press release, together with data on the company’s capital and total number of voting securities.

• Statutory transparency thresholds: if any, Belgian law allows companies to set additional transparency thresholds on top of legal thresholds. A company doing so must disclose these thresholds. Shareholders subject to a transparency notification requirement need that information to be able to fulfil their obligations. The information must be made public in a press release. This does not have to be a separate press release, that information can thus also be included in the denominator press release.

Regulated information

The information described above is regulated information.

Specific disclosure and storage obligations apply to regulated information:

1. Dissemination (or disclosure) – to be done using media and in a manner ensuring fast access to such information on a non-discriminatory basis to as wide a public as possible. 
2. Storage regulated information is to be made available on:
   • the issuer’s website.
   • eCorporate. Regulated information uploaded to eCorporate is automatically recorded in STORI, the FSMA’s mechanism for storage of regulated information.

Deadlines

Disclosure of that information must occur by the following deadlines:

• Home Member State: within 3 months of admission to listing
• Denominator: on the date of the first listing
• Statutory thresholds: as soon as possible after their setting

The company's website must contain a separate section for investors. That section must be easily and freely accessible to anyone seeking data.

Periodic information is information to be disclosed regularly, such as the annual or half-yearly financial report, the annual communiqué, etc.

The time of disclosure of periodic information is normally included in a financial calendar. That calendar should at all times provide an overview of financial events for the next 12 months.

Regulated information

Periodic information is regulated information.

Specific disclosure and storage obligations apply to regulated information:

1. Dissemination (or disclosure) – to be done using media and in a manner ensuring fast access to such information on a non-discriminatory basis to as wide a public as possible.
2. Storage - regulated information is to be made available on:
   • the issuer’s website.
   • eCorporate. Regulated information uploaded to eCorporate is automatically recorded in STORI.

Deadlines

Periodic information must always be disclosed within a specific period of time.

The disclosure deadlines for the most common periodic information are the following:

1. The annual financial report must be made public by or no later than the first of the following two dates:
   • no later than thirty days before the annual general meeting; or
   • no later than four months after each financial year-end.
2. The half-yearly financial report must be made public no later than three months after the first half year.
3. The (optional) annual communiqué is disclosed in the period between the preparation of the financial statements and the publication of the annual financial report.

Inside information is information that could have a significant impact on the stock price of financial instruments.

Regulated information

Inside information is regulated information.

Specific disclosure and storage obligations apply to regulated information:

1. Dissemination (or disclosure) – to be done using media and in a manner ensuring fast access to such information on a non-discriminatory basis to as wide a public as possible.
2. Storage - regulated information is to be made available on:
   • the issuer’s website.
   • eCorporate. Regulated information uploaded to eCorporate is automatically recorded in STORI.

If a company convenes a general meeting some items of information must be made public, and should therefore be widely disseminated. Others just have to be made available on the company's website.

• Information to be made public and to be uploaded to eCorporate
  • In preparation for a general meeting (be it ordinary or extraordinary), issuers must publish, by means of a notice of general meeting, information about, inter alia:
    • the place, time and agenda (containing topics to be discussed and proposed resolutions) of the meeting;
    • the total number of shares and voting rights;
    • the right of shareholders to attend general meetings of shareholders.
  • the minutes of the general meeting must also be made public.

• Information to be made available on the website
  • documents to be put before the general meeting
  • a proxy form

  Important: these documents and forms must also be uploaded to eCorporate as appendices to the notice.

Regulated information

The notice and the minutes of the general meeting are regulated information.

Specific disclosure and storage obligations apply to regulated information:

1. Dissemination (or disclosure) – to be done using media and in a manner ensuring fast access to such information on a non-discriminatory basis to as wide a public as possible.
2. Storage - regulated information is to be made available on:
   • the issuer’s website;
   • eCorporate. Regulated information uploaded to eCorporate is automatically recorded in STORI.

Deadlines

Disclosure is to occur within the following deadlines:

• Notice: at least 30 days before the general meeting
• Documents to be put before the general meeting: no later than the date of the notice convening the general meeting
• Proxy form: from the day of publication of the notice to the day of the general meeting
• Minutes: within 15 days of the general meeting

For capital increases carried out within the limits of the authorized capital, the board of directors obviously is not required to submit a report to the general meeting beforehand. However, some reports must be prepared and made public.

The special reports that are prepared in connection with the use of the authorized capital must be made public and be uploaded to eCorporate.

Regulated information

Special reports prepared in connection with the use of the authorized capital are regulated information.

Specific disclosure and storage obligations apply to regulated information:

1. Dissemination (or disclosure) – to be done using media and in a manner ensuring fast access to such information on a non-discriminatory basis to as wide a public as possible.
2. Storage - regulated information is to be made available on:
   • the issuer’s website.
   • eCorporate. Regulated information uploaded to eCorporate is automatically recorded in STORI.

Deadlines

Those reports must be made public at the latest on the day of the capital increase.

A company may repurchase its shares, following a decision by the general meeting. In terms of communication, a distinction can be made between the decision to launch a buyback programme and its implementation.

• Launch of a buyback programme:
  • The FSMA must be informed of the effective implementation of the programme. This information, together with a copy of the decision of the general meeting, must be transmitted by e-mail to info.fin@fsma.be and uploaded to eCorporate, in the “Reporting on acquisition of own shares” section.
  • The publication of a press release announcing the launch of a buyback programme is considered good practice. In some cases, such information may qualify as inside information; publication is then required by law.
• Weekly communication as soon as a programme is running: except if the operation relates to a disposal of shares to the employees, the issuers must publish press releases on the acquisition or disposal of own shares. These must contain the following details:
  • the date of the transaction;
  • the time of the transaction if it was not executed in Euronext’s Central Order Book;
  • the number of securities acquired or disposed of;
  • the price of the securities acquired or disposed of;
  • the trading method used.

Equality of treatment of shareholders

• When own shares are acquired , equal treatment of shareholders is guaranteed by offering an equivalent price. The price is considered to be equivalent:
  • where the acquisition transaction is executed in Euronext’s Central Order Book;
  • where the acquisition is executed off-exchange, if the bid price is lower than, or equal to, the highest current independent bid price in Euronext’s Central Order Book.
• When own shares are disposed of, equal treatment of shareholders is guaranteed by asking an equivalent price. The price is considered to be equivalent:
  • where the disposal transaction is executed in Euronext’s Central Order Book;
  • where the disposal takes place in the framework of a book building, if the price and allocation are determined after consultation with a sufficiently large number of qualified investors;
  • where the disposal takes place off-exchange (notwithstanding the previous point), if the ask price is higher than, or equal to, the lowest current independent ask price in Euronext’s Central Order Book.
• For intragroup transactions the rules described here above regarding off-exchange acquisitions and disposals of shares cannot be applied at the same time. In those specific instances, the price is considered equivalent if it is equal to the last recorded stock price.

Regulated information

The weekly press release on acquisition and disposal transactions is regulated information.

Specific disclosure and storage obligations apply to regulated information:

1. Dissemination (or disclosure) – to be done using media and in a manner ensuring fast access to such information on a non-discriminatory basis to as wide a public as possible.
2. Storage - regulated information is to be made available on:
   • the issuer’s website.
   • eCorporate. Regulated information uploaded to eCorporate is automatically recorded in STORI.

Deadlines

The weekly press release on acquisition and disposal transactions must be published within seven trading days after the execution of the transaction.

The obligation to make transparency notifications rests with the company's shareholders. To enable shareholders to meet their obligations, companies must disclose the denominator and any statutory thresholds. In addition, they must make public the notifications made.

• The issuer should not disclose the actual notification received, but rather, in a communiqué, all the information contained therein.

  Recommendations regarding press releases on transparency notifications: Communication FSMA_2015_18 (available in French - Dutch only) 

• Press releases relating to the denominator must contain information on the denominator (the total number of voting rights) as well as on the company’s capital and total number of voting securities.
• A company setting statutory thresholds must communicate about this once.

Regulated information

The information described above is regulated information.

Specific disclosure and storage obligations apply to regulated information:

1. Dissemination (or disclosure) – to be done using media and in a manner ensuring fast access to such information on a non-discriminatory basis to as wide a public as possible.
2. Storage - regulated information is to be made available on:
   • the issuer’s website.
   • eCorporate. Regulated information uploaded to eCorporate is automatically recorded in STORI.

Deadlines

• Press releases relating to notifications: no later than three trading days after receipt of the notification
• Press releases relating to the denominator: not later than the end of each calendar month in which one of the above numbers has increased or decreased
• Press releases relating to statutory thresholds: as soon as possible after their setting

Persons discharging managerial responsibilities at issuers, and persons closely associated with them, must notify transactions conducted on their own account relating to the shares or debt instruments of that issuer or to derivatives or other financial instruments linked thereto. The notification shall be made:

• to the issuer in question and to the FSMA via the online application eMT. The transactions notified (and confirmed by the issuer) are published on the website of the FSMA (Disclosure of managers’ transactions);
• for any subsequent transaction once a total amount of EUR 5,000 has been reached within a calendar year;
• no later than three business days after the date of the transaction.

Persons subject to this notification obligation may mandate someone else to notify their transactions, but they always retain legal responsibility for compliance with their notification obligation and for the content of the notification.