Disclosure obligation of issuers or person acting on their behalf or for their account and issuers of financial instruments

In accordance with Article 132b paragraph (1) of Securities Act an issuer of a financial instrument¹⁾ shall, without undue delay, disclose and communicate to the National Bank of Slovakia any inside information²⁾ which directly concerns the issuer, in accordance with the procedure in the same way as the annual financial reports under Stock Exchange Act; when making this disclosure, the issuer shall ensure that the information made available is complete, true and materially correct.

At the same time an issuer of a financial instrument shall according to the Article 132b paragraph (3) of Securities Act, without undue delay, post on their internet site any inside information published under the provisions of the Article 132b paragraph (1) and paragraph (2) of Securities Act, for an appropriate period that shall not be less than one year from the date the relevant inside information was disclosed, and including information on its up-to-date status and authenticity of the information and the date of its first publication, which clearly implies that an issuer of financial instruments is required to set up their internet site.

In accordance with the Article 132c paragraph (1) of Securities Act issuers, or persons acting on their behalf or for their account, shall draw up and maintain a list of those persons working for them under a contract of employment or otherwise, who have access to inside information. Issuers and persons acting on their behalf or for their account shall keep this list updated. The persons maintaining the list mentioned in the first sentence shall, upon request and without undue delay, deliver the list and updated versions thereof to the National Bank of Slovakia. According to the Article 132c paragraph (2) of Securities Act the list shall state:

1. name and surname of any person having access to inside information;
2. the position of any such person;
3. the reason why any such person is on the list;
4. the reason why any person is excluded from the list;
5. the date when the list of insiders was created and last updated.

Under the provisions of Article 132d paragraph (1) of Securities Act a person discharging managerial responsibilities within an issuer or a person closely associated with him³⁾ shall notify both the National Bank of Slovakia and the issuer about any transaction which such person conducts on their own account involving shares in the issuer or financial instruments related to such shares, and this person shall do so without undue delay within five working days from when the transaction was executed.

The notification made under Article 132d paragraph (1) of Securities Act shall contain the following information:

1. name and surname or business name of the person mentioned in the Article 132d paragraph (1),
2. reason for responsibility to notify,
3. business name or name of the relevant issuer,
4. type of the financial instrument,
5. whether the transaction involved the acquisition or disposal of the financial instrument,
6. date and place of the transaction,
7. price and volume of the transaction.

Explanatory notes:

¹⁾ The following are financial instruments:
(according to the Article 5 paragraph (1) of Securities Act)

1. transferable securities;
2. money market instruments;
3. fund shares or securities issued by foreign collective investment undertakings;
4. options, futures, swaps, forwards and any other derivate contracts relating to securities, currencies, interest rates or yields, or other derivative instruments, financial indices or financial measures which may be settled physically or in cash;
5. options, futures, swaps, forwards and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event);
6. options, futures, swaps and any other derivative contract relating to commodities that can be settled in cash provided that they are traded on a regulated market or a multilateral trading facility,
7. options, futures, swaps, forwards and any other derivative contracts relating to commodities that can be settled in cash and are not mentioned in subparagraph (f), and not being for commercial purposes, which have the characteristics of other derivative financial instruments, having regard to whether they are cleared or settled through the clearing and settlement system or are subject to regular margin calls;
8. derivative instruments for the transfer of credit risk;
9. financial contracts for differences;
10. options, futures, swaps, forwards and any other derivates concerning climatic variables, freight rates, emission allowances or inflation rates or other official economic statistics that must be settled in cash or may be settled at the option of one of the parties (otherwise than by reason of insolvency or other termination event), as well as any other derivatives concerning assets, rights, obligations, indices and other factors not otherwise mentioned in subparagraphs (a) to (i), which have the characteristics of other derivative financial instruments, having regard to whether they are traded on a regulated market or multilateral trading facility, are cleared or settled through the clearing and settlement system or are subject to regular margin calls

²⁾ Inside information shall be defined as follows:
(according to the Article 132 paragraph (1) of Securities Act)

For the purposes of Securities Act, ‘inside information’ means information of a precise nature which has not been made public, relating, directly or indirectly, to one or more issuers of financial instruments or to one or more financial instruments and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments.

³⁾ A ‘person discharging managerial responsibilities within an issuer and a person closely associated with him’ means:
(according to the Article 132d paragraph (1) of Securities Act)

1. a member of the statutory, management or supervisory bodies of the issuer;
2. an executive officer, who is not a member of the bodies mentioned in letter (a), having access to inside information relating to the issuer and the power to make decisions affecting the future developments and business prospects of this issuer;
3. a natural person related to the person mentioned in letter (a) or (b);
4. other relatives of the person mentioned in letter (a) or (b), who have shared the same household as that person for at least 12 months on the date of the transaction concerned;
5. any legal person whose managerial responsibilities are discharged by a person mentioned in letters (a) to (d), or which is controlled by such a person, or that is set up for the benefit of such a person, or a person whose economic interests are substantially equivalent to those of such person.

Update: November 2010