Board members no longer required to notify to AFM under Dutch Financial Markets Supervision Act

What has changed 

Pursuant to the European Listing Act (Regulation (EU) 2024/2809 and Directive (EU) 2024/2811) implementation act (Implementation Act), managing directors and supervisory board members (or executive and non-executive directors in case of a one-tier board) of Dutch NVs listed on an EU regulated market no longer need to comply with both the national regime for notifying interests in shares and votes pursuant to article 5:48 of the Dutch Financial Markets Supervision Act and the European transaction notification regime pursuant to article 19 of the EU Market Abuse Regulation (MAR). As of 29 September 2026, the date on which the Implementation Act entered into force, the national regime has lapsed and only the notification obligations under the MAR remain.  

One notification regime instead of two 

Board members' notifications under the national regime were treated by the AFM as satisfying the European 19 MAR notification requirement, avoiding duplicate filings in practice. With the national rules gone, only the MAR regime remains.

MAR requires persons discharging managerial responsibilities ("PDMRs") of a company listed on an EU regulated market, and persons closely associated with them, to notify transactions in that company's shares or debt instruments, or financial instruments linked to them, to the competent regulator. PDMRs include managing directors and supervisory board members (or executive and non-executive directors in a one-tier board). 

Notification method 

Under the MAR notification regime, directors must notify each transaction in their own shares or debt instruments, or instruments linked to them, to the competent regulator which for Dutch NVs listed on an EU regulated market is the AFM. Notification can currently be made using the AFM's notification form sent by e-mail to melden@afm.nl. The AFM is developing a new form for 19 MAR notifications within the digital AFM Portal; until this becomes available (expected to be in Q1 2027) board members may continue to submit notifications by email. The AFM has also confirmed it will continue to accept notifications through the AFM Loket, previously used for notifications under the national regime until the new form is available. 

Higher reporting threshold 

As of 4 December 2024, the threshold for reportable transactions under MAR increased from €5,000 to €20,000 per year. The national regime applied no threshold at all, so board members now benefit from this higher MAR threshold. 

Narrower scope of notification obligations 

MAR only requires transactions to be notified, whereas the national regime required shareholding and voting positions to be reported. Listed companies will need to update their internal procedures, including their insider trading policies, to reflect the new rules. 

What changes for listed companies 

Because the European regime only covers transactions, the market will have less visibility into directors' actual shares and voting rights' positions going forward. However, we expect most listed NVs to welcome the reduced administrative burden of no longer having to comply with two overlapping notification regimes.