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

Managing and supervisory directors at 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, under article 5:48 of the Dutch Financial Markets Supervision Act, and the European transaction notification regime, under article 19 of the Market Abuse Regulation (MAR). The same goes for executive and non-executive directors if there is a one-tier board at these companies. 

This change results from legislation implementing the European Listing Act (a regulation and directive), which entered into force on 29 September. From that date, the Dutch national regime no longer applies and only the European notification requirements under 19 MAR remain.  

One notification regime instead of two 

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

MAR requires persons discharging managerial responsibilities (PDMRs) at companies listed on an EU-regulated market, and persons closely associated with them, to notify the competent regulator of transactions in the company's shares or debt instruments, or in financial instruments linked to these. PDMRs include managing and supervisory directors at NVs (or executive and non-executive directors in the case of 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 these, to the competent regulator. This is the AFM for Dutch NVs listed on an EU-regulated market. 

Notification can currently be made using the AFM's notification form sent by email 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 its "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 19 MAR increased from EUR 5,000 to EUR 20,000 per year. The national regime applied no threshold at all, so board members can 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 insight into directors' actual share and voting right positions going forward. However, we expect most listed NVs to welcome a reduced administrative burden as they no longer have to comply with two overlapping notification regimes.