Issuers of securities

• Issuers must ensure that their annual financial reports are published no later than four months after the end of the financial year.
• Issuers must  ensure that their annual financial reports remain publicly available for at least ten years.
• Information concerning the annual financial report and its content is set out in Section 34 of the Stock Exchange Act and Section 20 of the Accounting Act (in Slovak only).
• Entities exempt from the obligation to prepare an annual financial report are specified in Section 37a of the Stock Exchange Act.
• Issuers must prepare and publish their annual financial reports in a single electronic reporting format pursuant to the ESEF Delegated Regulation.

• Issuers must publish a half-yearly financial report for the first six months of each financial year no later than three months after the end of the sixth month.
• Issuers must ensure that their half-yearly financial reports remain publicly available for at least ten years.
• Information concerning the half-yearly financial report and its content is set out in Section 35 of the Stock Exchange Act.
• Entities exempt from the obligation to prepare a half-yearly financial report are specified in Section 37a of the Stock Exchange Act.

• Issuers must publish an annual report on payments to public authorities no later than six months after the end of each financial year and must ensure that this report remains publicly available for at least ten years; these obligations are laid down in Section 36 of the Stock Exchange Act.
• Information concerning the report on payments to public authorities and its content is set out in Sections 20a and 20b of the Accounting Act (in Slovak only).

• Issuers of shares admitted to trading on a regulated market are required, under Section 37b(1) of the Stock Exchange Act, to make public without delay any change in the rights attaching to the various classes of shares, including changes in the rights attaching to derivative securities issued by the issuer itself and giving access to the shares of that issuer.
• Issuers of securities other than shares admitted to trading on a regulated market are required, under Section 37b(2) of the Stock Exchange Act, to make public without delay any changes in the rights of holders of securities other than shares, including changes in the terms and conditions of these securities which could indirectly affect those rights, resulting in particular from a change in loan terms or in interest rates.

Issuers of shares admitted to trading on a regulated market are required,  under Section 37c(1) of the Stock Exchange Act, to publish notices or distribute circulars in the home Member State concerning the allocation and payment of dividends and the issue of new shares, including information on any arrangements for allotment, subscription, cancellation or conversion.

• Issuers must ensure that all holders of debt securities of equal ranking are  given equal treatment in respect of all the rights attaching to those debt securities.
• Issuers must publish information concerning the payment of interest, the exercise of any conversion, exchange, subscription or cancellation rights, and repayment in respect of those debt securities.
• Any issuer that does not itself perform these activities must designate as its agent a financial institution through which debt securities holders may exercise their financial rights.
• Issuers must provide information on the place, time and agenda of meetings of debt securities holders and make available a proxy form to each person entitled to vote at the meeting, together with the notice concerning the meeting or, on request, after an announcement of the meeting.
• Issuers must ensure that all the facilities and information necessary to enable debt securities holders to exercise their rights are publicly available in the home Member State and that the integrity of data is preserved.
• Details about the information requirements for debt securities issuers are set out in Section 37c(2) to (4) of the Stock Exchange Act.

• Where a shareholder acquires or disposes of shares of an issuer whose shares are admitted to trading on a regulated market and to which voting rights are attached, such shareholder must notify the issuer of the proportion of voting rights held by the shareholder as a result of the acquisition or disposal where that proportion reaches, exceeds or falls below the thresholds specified in Section 41(1) of the Stock Exchange Act under the circumstances mentioned Section 41(2) of that Act.
• Issuers must publish the information referred to in Section 41(10) of the Stock Exchange Act no later than three trading days from the date of receipt of the notification; this deadline is laid down Section 42(11) of that Act.

• Where an issuer of shares admitted to trading on a regulated market acquires or disposes of its own shares, either itself or through a person acting in their own name but on the issuer’s behalf, the issuer must make public the proportion of its own shares as soon as possible, but no later than four trading days following such acquisition or disposal where that proportion reaches, exceeds or falls below the thresholds of 5% or 10% of the voting rights.
• The proportion of voting rights must be calculated on the basis of the total number of shares to which voting rights are attached.
• Trading in own shares is regulated by Section 44(1) of the Stock Exchange Act.

Where the total number of voting rights increases or decreases during the course of a month, the issuer is required, under Section 44(2) of the Stock Exchange Act, to disclose at the end of that month, at a minimum, the total number of voting rights and amount of share capital for the purposes of calculating the proportion referred to in Section 41(1) of that Act.

• Issuers that choose their home Member State must disclose their choice in the same manner as they disclose regulated information. In addition, they must disclose their choice to NBS, to the competent authority of the home Member State and to the competent authorities of all host Member States.
• For these purposes, a home Member State is that defined in Section 3(3)(p) of the Stock Exchange Act and Section 45(4) of that Act.

An issuer must inform the public as soon as possible of inside information which  directly concerns that issuer; disclosure to the public of inside information may be delayed provided that all of the conditions laid down in Article 17 of the Market Abuse Regulation are met.  

• Persons discharging managerial responsibilities, as well as persons closely associated with them, must notify the issuer of every transaction conducted  on their own account relating to the shares or debt instruments of that issuer or to derivatives or other financial instruments linked thereto.
• Managers’ transactions are regulated in detail by Article 19 of the Market Abuse Regulation.

• Act No 429/2002 on stock exchanges
• Act No 566/2001 on securities and investment services (and amending certain laws) (the Securities Act)
• Act No 530/1990 on bonds
• NBS Decree of 19 February 2008 No 64/2008 laying down equivalent requirements for issuers that have a registered office in a non-Member State and whose securities are admitted to trading on a regulated market on corporate
• Methodological Guideline No 3/2024 of the NBS financial market supervision units on the disclosure of information by issuers whose debt securities are admitted to trading on a regulated market (in Slovak only)
• Opinion of Národná banka Slovenska and Burza cenných papierov v Bratislave, a.s. [the Bratislava Stock Exchange] on the fulfilment of disclosure obligations by issuers for the year 2013 (annual financial report) after the adoption of amendments introduced by Act No 352/2013 (in Slovak only)

Legislation of general application, methodological guidelines, recommendations, opinions, and Q&As related to issuers of securities can be found through the NBS search portal here (most texts are provided in Slovak only).

• Transparency Directive – 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 and amending Directive 2001/34/EC
• Directive 2013/50/EC (laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC)
• Directive 2010/78/EU (amending Directive 2004/109/EC in respect of the  powers of the EBA, EIOPA and ESMA – no longer in force, date of end of validity: 02 january 2018)
• Directive 2010/73/EU (amending Directive 2004/109/EC)
• Directive 2008/22/EC (amending Directive 2004/109/EC as regards the implementing powers conferred on the Commission)
• Commission Directive 2007/14/EC (laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC)
• Corporate Sustainability Reporting Directive (CSRD) – Directive (EU) 2022/2464
• Directive (EU) 2022/2381 on improving the gender balance among directors of listed companies and related measures
• Market Abuse Regulation – Regulation (EU) No 596/2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC
• Commission Delegated Regulation 2019/815 supplementing Directive 2004/109/EC with regard to regulatory technical standards on the specification of a single electronic reporting format
• ESMA Practical Guide on notifications under the Transparency Directive
• ESMA Guidelines on enforcement of financial information
• ESMA Guidelines on Enforcement of Sustainability Information
• ESMA Guidelines on Alternative Performance Measures

EU regulations, directives, guidelines, recommendations, opinions, and Q&As related to issuers of securities can be found through the NBS search portal here.

• Q&As on the Transparency Directive (2004/109/EC)
• Q&As on the ESMA Guidelines on Alternative Performance Measures (APMs)

The ESEF Regulation requires issuers to prepare their entire annual financial reports in the Extensible Hypertext Markup Language (XHTML) format. The XHTML file containing the annual financial report should be formatted to enable both the copying and searching of numerical and key textual information. Additionally, the document should be accessible through any common web browser. According to the ESEF Reporting Manual (Guidance 2.5.1 and Guidance 4.1.3) published by ESMA, issuers must not embed images containing financial information or other mandatory elements requiring tagging in XHTML files. Images are permitted only if they provide general information, such as branding details, marketing materials, graphics, and photographs related to the company or its business activities. Issuers must carefully familiarise themselves with the ESEF Regulation and applicable technical standards.

The XHTML file should be an open format that allows data extraction. Graphic files or attachments such as JPEG, BMP, and PNG, do not support data extraction without specialised software.

Where annual financial reports include consolidated financial statements prepared under International Financial Reporting Standards (IFRS), issuers must tag these consolidated financial statements using eXtensible Business Reporting Language (XBRL).

The European Securities and Markets Authority (ESMA) has issued a Public Statement on the implications of Russia’s invasion of Ukraine on half-yearly financial reports. The Statement addresses the preparation of interim financial statements according to IFRS Accounting Standards and the interim management reports for the 2022 half-yearly reporting periods. It highlights the need for issuers to provide information that is useful to users and adequately reflects the current and, to the extent possible, expected impact of Russia’s invasion of Ukraine on the financial position, performance, and cash flows of issuers.

ESMA recommends that issuers provide, where relevant and the to the extent possible, detailed and entity-specific information in their interim management reports regarding:

• the direct and indirect impact that Russia’s invasion of Ukraine and the sanctions imposed had on their strategic orientation and targets, operations, financial performance, financial position and cash flows (in particular, details of the issuer’s liquidity position and its liquidity risk management strategy, decrease of revenues, disruptions in supply chains and/or uncertainties regarding production, exposures to markets, impacts on staff);
• measures taken to address and mitigate the direct and/or indirect impacts of  Russia’s invasion of Ukraine and the sanctions imposed on their operations and performance and their progress/state of completion (including, but not limited to, information on whether issuers have applied or are considering to apply for public support measures; details regarding the nature, amounts and conditions of such assistance; risk hedging strategy, actions taken to address  cybersecurity); and
• where available, the expected future impact on the issuers’ financial performance, financial position and cash flows, related risks and contingency measures planned to mitigate the expected future impact, and risk and uncertainties identified.

The European Securities and Markets Authority (ESMA) has issued several recommendations for market participants concerning the impacts of the COVID-19 pandemic.

In accordance with ESMA’s recommendation, Národná banka Slovenska recommends issuers to disclose as soon as possible any relevant significant information concerning the impacts of COVID-19 on their fundamentals, prospects or financial situation in accordance with their transparency obligations under the Market Abuse Regulation.

Pursuant to Section 34 of the Stock Exchange Act, in conjunction with Section 45 that Act, issuers are required to publish annual financial reports for 2019 in the Central Register of Regulated Information, or in the Register of Financial Statements and on their websites, by no later than the end of April 2020.

ESMA has issued a Public Statement  on the implications of the COVID-19 pandemic on the deadlines for publishing financial reports which apply to listed issuers under the Transparency Directive. Regular financial reporting must continue to be carried out in accordance with the applicable financial reporting framework to ensure investor protection and to preserve the integrity and the proper function of EU financial markets. Considering the difficulties encountered by issuers to prepare their financial reports and publish them within the deadlines set out in the national law transposing the Transparency Directive (TD) due to the COVID-19 pandemic, ESMA expects that in cases where issuers are prevented by the pandemic from complying with the upcoming TD deadlines, national competent authorities will not prioritise supervisory actions against the issuers in respect of those deadlines. Národná banka Slovenska continues to monitor the situation and assess the need for extending deadlines for the publication of financial information.

ESMA has also issued a Public Statement on accounting implications of the COVID-19 outbreak on the calculation of expected credit losses in accordance with IFRS 9, providing guidance to issuers and auditors on the application of IFRS 9 Financial Instruments, particularly concerning the calculation of expected credit losses and the related disclosure requirements. Issuers and auditors should consider the impact on financial reporting of government measures taken to address economic challenges,  particularly in respect of IFRS 9 requirements. Regarding transparency, ESMA stresses the importance of providing all relevant disclosures related to the actual and potential impacts of COVID-19 in order to comply with the requirements of IFRS 7 Financial Instruments: Disclosures.

ESMA has issued a Public Statement on the implications of the COVID-19 outbreak on the half-yearly financial reports. Its aim in doing so is to promote transparency and consistent application of European requirements for the information provided in the half-yearly financial reports under the current circumstances related to the COVID-19 outbreak. In particular, this Statement addresses the preparation of interim financial statements according to IFRS and the interim management reports for the 2020 half-yearly reporting period, as well as, among other aspects, the application of IAS 34 and IAS 36. ESMA expects that for a large proportion of issuers, COVID-19 constitutes a significant event under paragraphs 15 – 15C of IAS 34 and, therefore, urges issuers to adjust and potentially expand the level of detail of the information provided in the half-yearly financial statements. Issuers are reminded to carefully consider the impact on their financial statements of any material events occurring after the end of the reporting period and to provide the relevant disclosures. They are also urged to update the assessment made at year-end about the assumptions regarding the future and other major sources of estimation uncertainty. ESMA expects issuers most significantly impacted by COVID-19 to provide disclosures about the going concern assessment and the related underlying judgments where these are significant.

ESMA recommends that all relevant stakeholders (including issuers, auditors, management, administrative and supervisory bodies, and audit committees) consider its recommendations when preparing financial information. Issuers should also refer to its Q&As on the Transparency Directive and its Q&As on Alternative Performance Indicators when preparing financial information.

Given the current situation, Národná banka Slovenska recommends that issuers disclose information on the impact of the COVID-19 pandemic on their economic and financial situation in their 2019 annual financial reports, prepared in accordance with Section 34 of the Stock Exchange Act. Issuers may disclose the impact as a significant event occurring after the end of the financial year for which the annual report is prepared in accordance with Section 20(1)(b) of the Accounting Act (in Slovak only). Issuers that have already prepared their 2019 annual financial reports are advised to disclose information on the impact of the COVID-19 pandemic in their next half-yearly financial report.

Pursuant to Article 4(7) of the Transparency Directive, all annual financial reports must be prepared in a single electronic reporting format. This format, known as the European Single Electronic Format (ESEF), is specified in the ESEF Delegated Regulation. The new reporting format was originally intended to apply to annual financial reports for financial years beginning on or after 1 January 2020, meaning that annual financial reports were to be submitted in the new format for the first time in 2021 for the previous calendar year. Due to the COVID-19 pandemic, the European Commission adopted a decision allowing EU Member States to postpone the application of the ESEF Delegated Regulation by one calendar year. Since Slovakia has exercised this option to delay the application, issuers in the country will be subject to the obligations under this regulation one year later, i.e. from 2022, for financial years beginning on or after 1 January 2021. Where an issuer has already prepared its 2020 annual financial report in the new reporting format, that report will be accepted by Národná banka Slovenska.

On 1 January 2014, certain amendments to the Accounting Act (No 431/2002) and the Stock Exchange Act (429/2002), as laid down in Act No 352/2013, took effect. These amendments were necessary because of the establishment of the Register of Financial Statement and the resulting obligation on legal persons to submit, among other things, annual financial statements and annual financial reports to this register. Further details can be found in the Opinion of Národná banka Slovenska and Burza cenných papierov v Bratislave, a.s. [the Bratislava Stock Exchange] on the fulfilment of disclosure obligations by issuers for the year 2013 (annual financial report) after the adoption of amendments introduced by Act No 352/2013 (in Slovak only).

In connection with the supervision of compliance with Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (‘the CRA Regulation’), Národná banka Slovenska draws attention to issuers’ obligations thereunder in respect of the use of multiple credit rating agencies. Under Article 8d of the CRA Regulation, where an issuer or a related third party intends to appoint at least two credit rating agencies for the credit rating of the same issuance or entity, the issuer or a related third party must consider appointing at least one credit rating agency with no more than 10% of the total market share of 10%, which can be evaluated by the issuer or a related third party as capable of rating the relevant issuance or entity, provided that, based on the list of registered CRAs published by ESMA, there is a credit rating agency available for rating the specific issuance or entity. Where the issuer or a related third party does not appoint at least one credit rating agency with no more than 10% of the total market share, this must be documented.

Národná banka Slovenska also reminds issuers of:

• their obligation to disclose information on structured financial instruments in accordance with Article 8b of the CRA Regulation (regulatory and technical standards specifying the obligated entities, the frequency of updates, and a standardised reporting format for the required information will be published soon);
• their obligations in respect of the selection of credit rating agencies pursuant to Article 8c of the CRA Regulation if they apply a double credit rating to structured financial instruments.

Pursuant to Article 25a of the CRA Regulation, the national competent authority responsible for the supervision of compliance with these obligations in Slovakia is  Národná banka Slovenska.

Under amendments to the Accounting Act (431/2002) laid down in Act No 352/2013 and taking effect on 1 January 2014 (and 15 November 2013), issuers are required to file their annual financial reports in the Register of Financial Statements as of 1 January 2014 pursuant to Section 23(2)(j) of the Accounting Act. Annual financial reports must be filed in the Register of Financial Statements within the prescribed deadline and in the format specified in Section 34 of the Stock Exchange Act. Act No 352/2013 also amended certain provisions of the Stock Exchange Act, including Section 45, which concerns the filing of regulated information in the Central Register of Regulated Information. Under the amended Section 45, the obligation to file annual financial reports in the Central Register of Regulated Information is deemed met if the reports have already been filed in the Register of Financial Statements. The obligation to file other regulated information in the Central Register of Regulated Information remains in force, while the filing of annual financial reports in the Central Register of Regulated Information is now optional.

On 31 December 2011, Act No 520/2011 amending the Securities Act and certain other laws took effect. Among the other laws is the Stock Exchange Act, with the amendments to that law concerning, among other things, issuers’ disclosure obligations; these amendments take effect on 1 July 2012.

Issuers’ annual and half-yearly financial reports submitted in paper form to Národná banka Slovenska (NBS) by 31 July 2011 are, pursuant to Section 37 of the Financial Market Supervision Act, publicly available for consultation at the NBS main building. All such consultations must be arranged by appointment in writing or by telephone. Issuers’ annual and half-yearly financial reports submitted to NBS since 1 June 2007, as well as their submissions of other regulated and additional information, are also stored in electronic form in the Central Register of Regulated Information.

The Stock Exchange Act and the Securities Act have been amended by Act No 209/2007, taking effect on 1 May 2007 (and 1 November 2007), so that the disclosure obligations of issuers of securities admitted to trading on a regulated market are no longer governed by the Securities Act, but instead by Sections 34 to 37d of the Stock Exchange Act. The information disclosure obligations of offerors of securities are laid down in Section 130 of the Securities Act. The disclosure obligations of issuers or persons acting on their behalf or account, as well as issuers of financial instruments, are laid down in Sections 132b to 132d of the Securities Act.