234/2009
DECREE
of 21 June 1999. July 2009
on the protection against market abuse and transparency
191/2011: Sb.
The Czech National Bank establishes, pursuant to § 199 para. 2 Act No. 256/2004 Coll.
on the capital market, as amended by Act No. 230/2009 Coll., to
the implementation of § 122 para. 17, § 125 paragraph. 7 (b). and) and d) to (g)), section 126
paragraph. 6 and § 127 paragraph. 3 of Act No. 256/2004 Coll., on business
the capital market, as amended, (hereinafter referred to as the "Act"):
PART THE FIRST
BASIC PROVISIONS
§ 1
The subject of the edit
(1) this Decree incorporates the relevant provisions of the European Union ^ 1) and
modifies the more detailed rules for
and internal quality requirements) information
(b) deferment of publication) internal information, including the definition of the grounds for
deferment of publication and how to ensure the confidentiality of inside information,
c) keeping the list of people who have access to inside information (hereinafter
"the list"), including details about which person to be kept in
This list, and the structure, form and manner of the sending of the list
The Czech National Bank,
d) notification of transactions in shares or zatímními sheets issued by the
the issuer of a financial instrument under section 124 para. 1 of the law (hereinafter referred to as
"the issuer of a financial instrument") or investment instruments, which
the value applies to those shares or provisional tabs ^ 2), the Czech
National Bank of persons according to § 125 paragraph. 5 of the Act (hereinafter referred to as "management
the transaction "), including the method of sending notifications by the Czech National Bank and the
a more detailed definition of the kinds of transactions to which the notification
obligation shall apply,
(e)) the examination of market manipulation and
(f) there is a reasonable suspicion of) the notification of the use of internal information or
market manipulation, including the method of sending the notification of the Czech national
the Bank.
(2) this Decree incorporates the relevant provisions of the European Union ^ 3) and
provides for the
and content of notification) share of the voting rights of the issuer referred to in §
paragraph 118. 1 (b). and the form of the Act) and its method of sending Czech
the National Bank,
(b) the form and manner) compulsorily inserted information ^ 4),
c) structure, form and way of sending information materials that will be compulsory
The Czech National Bank,
(d) the range of relevant data related) with compulsory uveřejňovanou
of information that the issuer is referred to in § 118 paragraph. 1 of the Act, the issuer
referred to in section 121a of the Act, the issuer of the financial instrument, any other person who
asked about the adoption of the investment securities to trading on a
a regulated market without the issuer's consent, or regulated
the market, which itself has received investment securities without the consent of the issuer ^ 4)
(hereinafter referred to as the "other party") shall keep and
e) cases where the obligation under the law of a State which is not
Member State of the European Union, comparable with the obligation laid down in §
118-119a, section 120a para. 1 (b). and, § 120 paragraph 1). 1 or § 122 para.
15 or 16 of the Act.
PART TWO
PROTECTION AGAINST MARKET ABUSE
§ 2
The requirements on the quality of internal information
(1) For the purposes of establishing quality requirements for internal information is
information accurate, if
and its content) is a set of circumstances or event that occurred, or
that can be reasonably be expected in the future, and
(b)) is so certain that on that basis it can be concluded on the possible
the impact of circumstances or events in accordance with subparagraph (a)) on the course, a different price or
the yield of the relevant financial instruments or tools, whose value is
from this derives the financial instrument (hereinafter referred to as "derived tool").
(2) For the purposes of establishing quality requirements for internal information is
information, which could then, what happens to the publicly disclosed, significantly
affect the course, a different price or yield of the financial instrument or
the derivative instruments, such information that it can be assumed that the
reasonable investor took it into account in their investment decisions.
(3) for the internal information in relation to investment instruments referred to in § 3
paragraph. 1 (b). g) to (i)) of the Act (hereinafter referred to as "commodity derivative")
considers the exact information that directly or indirectly refers to commodity
the derivative, is not publicly known, and about which the participants may be regulated
market on which such derivative trading, in line with market
accepted market practices on that market, expect that they will be communicated.
Such information is, in particular, information that
and participants of the regulated market) is in similar cases usually
available, or
(b)) is published under this Ordinance or other legislation,
the rules of the regulated market, contractual obligations or
practices relating to the regulated market on which it is traded with the
in such a commodity derivative, or market on which it is traded with the
the underlying commodity of such commodity derivative.
§ 3
The rules delay public disclosure of inside information
(1) the major reason, for which the issuer of a financial instrument may
postpone public disclosure of inside information, it is particularly
a) ongoing negotiations and related facts, if
the result or the proper conduct of these negotiations could be the publication of internal
adversely affected, in particular information in respect of negotiations for
the purpose of the long-term financial recovery of the issuer of the financial instrument,
whose financial situation is severe and immediately threatened, or
(b)) decisions taken or contracts negotiated the head person ^ 5) and the person
referred to in § 2 (2). 1 (b). (b) section 4 of the Act), to whose effectiveness is
need the approval of another body of the issuer of the financial instrument, if the
the public disclosure of inside information before this approval together with the simultaneous
a declaration that the decision or agreement has not yet been approved, would jeopardise the
the correct assessment of the internal information from investors.
(2) the issuer of a financial instrument may delay the publication of the internal
information only in the case that is to adopt measures that will enable it to
disclose internal information immediately after ceasing to be able to
continue to ensure its confidentiality, and to control access to
such information at least by
and) establish effective measures to prevent access to internal information
persons other than that the internal information needs for the proper
exercise of their functions within the issuer of a financial instrument, and
(b)) shall take the necessary measures to ensure that any person with access to the
internal information was proven to be advised of the obligations resulting from the
This Ordinance or other legislation in relation to the internal
information and of the sanctions attaching to the misuse or unauthorized dissemination
internal information.
(3) ceases to be fulfilled one of the conditions referred to in paragraph 1
or 2 if he or she violated the confidentiality of the inside information, the issuer is
a financial instrument is obliged to disclose information without delay to the internal
After he learned of this fact.
§ 4
The persons held in the list
In the list of all persons who have access to the internal
information relating, directly or indirectly, to the issuer of the financial instrument and the
and) are the bodies or members of the bodies of the issuer of the financial instrument,
(b)) are employees of the issuer of the financial instrument,
(c) for the issuer) carry out activities on the basis of financial instrument
Treaty, in particular to the issuer or the person providing legal advisory
services, or
(d)) are employees or other persons, to a person under
subparagraph (c)) access to internal information.
§ 5
The rules list management
(1) the issuer of a financial instrument leads the list for each internal
information, especially within the scope of an electronic form in accordance with §
12 paragraph 1. 2.
(2) the issuer of a financial instrument shall provide, without undue delay
update the list,
and) If a change of data reported in the electronic form in
§ 12 para. 2 any person on the list, or
(b)) is to be completed by the next person on the list.
(3) the issuer of a financial instrument leads List in electronic format.
(4) the issuer of a financial instrument stores List for at least 5 years
Since its creation, if the list was updated, at least for 5 years
Since its last update. During this time, also ensure the preservation
information related to the direction of the list.
(5) the issuer of a financial instrument shall ensure that the persons referred to in the list of
they were familiar with the obligations laid down in this decree or in other
the legislation for the management of internal information and sanctions
that other legislation with abuse or unauthorized
distribution of internal information.
§ 6
Management transactions
(1) the person referred to in § 125 of paragraph 1. 5 of the Act. fulfils the obligation of notification,
If the sum of the values of transactions in a calendar year will reach at least
the amount corresponding to € 5 000 in respect of all transactions
made in a calendar year.
(2) for the purposes of assessing whether the condition referred to in paragraph 1,
add up the value of all transactions conducted in the same calendar
year on behalf of the persons mentioned in § 125 of paragraph 1. 5 of the Act.
(3) the transaction value in accordance with paragraph 1 shall mean the market value
the subject of the transaction to the date of the transaction; in the case of investment
instruments whose value is related to the shares or provisional tabs,
the value shall mean the market value of such shares or interim certificates.
§ 7
Rules for the assessment of market manipulation
When assessing whether there has been market manipulation pursuant to § 126 paragraph. 1
the law, taking into account in particular
and whether the percentage of submitted instructions) to the stores or trades on
the total daily trading volume with that financial instrument to
the relevant regulated market is significant, especially if it leads to a significant
change of course or other prices for this financial instrument,
(b)) the extent to which the guidelines submitted to the stores or shops
people with a significant buying or selling position leads to a significant change
course or other financial instrument prices, property values, to which the
apply the value of a financial instrument or derivative instruments
(c)) that the transaction has resulted in a change in beneficial ownership of a financial
Tools,
(d)) that the submitted instructions to the store or stores include changes
position, in particular, the purchase or sale, in a short period and that the
the extent of such instructions or transactions corresponds to a significant share of the
the total daily trading volume with that financial instrument to
the relevant regulated market and whether it leads to a significant change of course or other
the price of the financial instrument,
e) whether submitted instructions to the store or made trades focus
in a short period of time during the trading day and that lead to a change of course
or other price of a financial instrument, whose tendency to
subsequently reverses,
f) extent to which brought the best famous bidding changes instructions or
offer prices of a financial instrument admitted to trading
on a regulated market or changes to the participants of the regulated market accessible
a list of instructions, and they are such instructions then before making
cancelled,
g) range in which they are given instructions to the store or made
shops at a time when reference prices are fixed or settlement prices
and they lead to a significant change of course or other financial prices
the tool that has an effect on such pricing,
(h) filing instructions) whether the trade or trades preceded the
or followed by dissemination of false, deceptive or misleading
information by the person who applied for or held business guidelines, or
a person with it linked,
I) whether submission guidelines on the trade or trades preceded the
or followed by the creation or dissemination of false, misleading or
clearly influenced by material interest of investment recommendations pursuant to §
paragraph 125. 6 of the Act by the person who applied for or held the store guidelines
or person linked with it, or
j) whether the procedure or did not meet the conditions for recognition of a market
procedure according to § 126 paragraph. 8 of the Act.
§ 8
Assessing the suspicion of market abuse
When assessing whether the use of internal information or
market manipulation for the purpose of notification obligations pursuant to § 124
paragraph. 5 or § 126 paragraph. 5 of the Act, a person referred to in section 124 para. 5 or §
paragraph 126. 5 of the Act shall evaluate whether specific circumstances of the transaction reasonably
suspect the use of inside information or manipulation
market; in doing so, evaluate the fact that when its activities
commonly available. When the suspicion of market manipulation is mainly based on
assessment of the factors under section 7.
PART THREE
THE SENDING OF INFORMATION
TITLE I OF THE
THE FORM AND STRUCTURE OF THE SENT INFORMATION
§ 9
The message of the issuer referred to in § 118 paragraph. 1 of the law
(1) the annual report and the consolidated annual report referred to in § 118 paragraph. 1
the Act consolidated half-yearly report and half-yearly report referred to in section 119
paragraph. 1 of the Act in electronic form consist of two parts,
which are the
and a document containing all the essentials) the reports provided for in other
the law ^ 6) in Portable Document Format (pdf extension),
that is sent through the electronic form
the structure is given in annex 1 of this order, and
(b) the completed electronic form) of financial data intended for the competent
the type of information requirements, the structure of the Czech National Bank publishes
no later than three months before the date of implementation of information obligations
manner allowing remote access.
(2) the report of the Board of the issuer in accordance with § paragraph 119a. 1 of the law is
sent as a document in Portable Document Format (extension
PDF) using the electronic form, whose structure is
listed in annex 2 of this order.
§ 10
For more information the issuer's obligations provided for in § 118 paragraph. 1 of the law
(1) the information about the change of rights under section 119b of paragraph 1. 1 of the Act, information about
change the rights under section 119b of paragraph 1. 2 of the Act, information about the new issue
investment securities loan or a loan or a similar
the commitment, as well as about the potential liability under section 119b of paragraph 1. 3 of the Act,
information related to the general meeting or equivalent Assembly
owners of securities representing the share of the issuer in accordance with §
paragraph 120a. 2 and 3 of the Act, the notice of the meeting or of the like
Assembly of the owners of securities representing the share of the
the issuer or the invitation to the general meeting or similar gathering
owners of securities representing the share of the issuer in accordance with §
120b para. 1 (b). and) Act, notice of meeting of owners
bonds or similar gathering of owners of securities
representing the right to repayment of the amount owed pursuant to § 120 paragraph 1. 1
law and information related to the emission of the bonds or similar securities
representing the right to repayment of the amount owed pursuant to § 120 c
paragraph. 1 of the law are sent in a format Portable Document Format
(pdf extension) using the electronic form provided for the
the type of information obligations, whose structure is listed in the
Annexes 3, 4, 5, 5a, 6, and 6a of the Ordinance.
(2) information on the choice of the Member State of the European Union by the issuer pursuant to §
paragraph 123. 1 of the Act is sent in a format Portable Document Format
(pdf extension) using the electronic form, the structure of the
is given in annex 6b of this order.
§ 11
Information obligations related to the voting rights of the issuer
referred to in § 118 paragraph. 1 (b). and) Act
Voting rights notifications pursuant to § 122 para. 1 of the Act,
information on the acquisition or disposal of own shares of the issuer pursuant to § 122
paragraph. 15 of the Act and the information on the total number of voting rights and the amount of
share capital pursuant to § 122 para. 16 of the Act are to be sent
using the electronic form specified for the type of
information obligations, whose structure is given in annexes 7, 8 and
9 of this Ordinance.
§ 12
Internal information, notification of delay the public disclosure of inside information and
for a list of
(1) internal information pursuant to § 125 paragraph. 1 of the law and the notification of delay
the public disclosure of inside information pursuant to § 125 paragraph. 2 of the Act are to be sent
in Portable Document Format (pdf extension) through
an electronic form for the type of information
obligations, whose structure is given in annexes 10 and 11 of this
the Decree.
(2) the list shall be sent through the electronic form
the structure is given in annex No. 12 of this Decree.
section 13 of the
Management transactions
Notice of transaction pursuant to § 125 paragraph. 5 of the Act is sent
using the electronic form, whose structure is listed in the
Annex No. 13 of this Decree.
§ 14
Suspicion of market abuse
Notification of suspicion of use of inside information pursuant to section 124 para. 5
law or market manipulation pursuant to § 126 paragraph. 5 of the Act is sent
using the electronic form, whose structure is listed in the
Annex No 14 of this Ordinance.
TITLE II
THE METHOD OF SENDING INFORMATION
§ 15
A standard way of sending information
(1) the completed electronic form specified for the type of information
obligations under section 9 to 14 shall be sent by the issuer referred to in § 118 paragraph. 1
the law, the issuer referred to in section 121a of the Act, the issuer of the financial instrument,
another person, the notifier mandatory holding of voting rights pursuant to §
paragraph 122. 1 of the law, the notifier suspicion of use of inside information
under section 124 para. 5 of the Act, the notifier managerial transactions under §
paragraph 125. 5 of the Act or the notifier of market manipulation pursuant to § 126
paragraph. 5 of the Act (hereinafter referred to as the "reporting person"), Czech National Bank
through Internet applications the Czech National Bank for the collection
information obligations and registration of the entities.
(2) if the size of the document, in which is mentioned the annual report and
the consolidated annual report referred to in § 118 paragraph. 1 of the Act, and the half-yearly
the report and the consolidated half-yearly report referred to in section 119 paragraph 1. 1 of the Act,
does not allow sending in a manner referred to in paragraph 1 shall send an issuer referred to in
§ 118 paragraph. 1 of the Act, the issuer referred to in section 121a of the Act or other mandatory
person of the Czech National Bank information on technical data medium.
(3) the information referred to in paragraphs 1 and 2 must be signed by the contact person
(section 18) if
and sent by the issuer) is referred to in § 118 paragraph. 1 of the Act, the issuer
referred to in section 121a of the Act, the issuer of the financial instrument (hereinafter referred to as
"issuer") or another person liable
(b)) are sent by the notifier holding of voting rights pursuant to § 122
paragraph. 1 of the Act, by the developer of the suspected use of inside information
under section 124 para. 5 of the Act, by the developer management transactions under §
paragraph 125. 5 of the Act, or by the developer market manipulation pursuant to § 126
paragraph. 5 of the Act (hereinafter referred to as "the notifier") who is a natural person and
their informational obligation personally, or
(c)) is sent by a notifier who is a legal person and its
information obligation through a person acting in its
on behalf of and is authorized to do so under another law ^ 7).
(4) in cases not covered by paragraph 3, the information shall be
According to the decree signed by the notifier. If this notifier
a legal person, the information must be in accordance with this Decree, signed
the person who acts on its behalf and it is authorized to do so by another
^ 7) legislation.
(5) signature of contact person (section 18) and the notifier in accordance with paragraph 4 shall
have the form of an advanced electronic signature based on a
the qualified certificate issued by an accredited provider
certification services (hereinafter referred to as "recognised electronic signature") ^ 8); It
does not apply in the case of notification of suspicion of use of internal information according to the
section 124 para. 5 of the Act and the announcement of market manipulation pursuant to § 126 paragraph. 5
the law.
(6) the reporting person shall bear the information provided for in paragraphs 1 and 2 of the unique
identification.
section 16 of the
Alternative means of transmission of certain information
(1) the notification of voting rights pursuant to § 122 para. 1 of the law
can be sent without a recognised electronic signature, if
holding of voting rights, the notifier shall send simultaneously to the notification also
and in paper format on) the form provided with your notarized
signed or notarized signature of contact person (section 18), or
(b)) through its data mailbox ^ 9) or a data box
contact person (section 18).
(2) the notice of transaction pursuant to § 125 paragraph. 5 of the Act may be sent without
a recognised electronic signature, if the notifier managerial
the transaction also will send notifications
and in paper format on) the form provided with your notarized
signed or notarized signature of contact person (section 18), or
(b)) through its data or data boxes contact
persons (section 18).
(3) If, for technical reasons, suspected of using internal
information pursuant to section 124 para. 5 of the Act, or of market manipulation pursuant to §
paragraph 126. 5 of the Act sent electronically, you may be notified
and fax the form with) the designation of the appropriate type from the
market abuse provided by signing the whistleblower of suspected use of
internal information under section 124 para. 5 of the Act or the notifier
market manipulation pursuant to § 126 paragraph. 5 of the Act, or the contact person (§
18) on the fax number that the Czech National Bank publishes way
allowing remote access,
(b)) in paper format on a form with the indication of the type
suspicion of market abuse provided by signing the whistleblower of suspected
use of inside information pursuant to section 124 para. 5 of the Act or the notifier
market manipulation pursuant to § 126 paragraph. 5 of the Act, or the contact person (§
18), or
c) exceptionally, if there is a risk of default by the Czech national
Bank on the telephone number that the Czech National Bank publishes way
allowing remote access; the notifier suspicion of use of internal
information pursuant to section 124 para. 5 of law handling by the notifier, or
market pursuant to § 126 paragraph. 5 of the Act shall notify the suspect then, as soon as
circumstances permit, and at the latest within 5 days of the findings, one of the ways
According to letters and) and (b)) or under section 15 para. 1, 3, 5 and 6.
§ 17
Correction of the information
(1) if the reporting person finds that sent the information contains
incorrect or incomplete information, shall be sent without delay to the Czech National Bank
the corrected information that proceed in the manner referred to in section 15 or in
the case of the notifier in § 16; in the corrected information stating the contents and reasons
corrections.
(2) the reporting person shall bear the corrected information referred to in paragraph 1 also
unique identification of the original information.
section 18
Contact person
(1) the reporting person that sends the information through the contact
the person of the Czech National Bank
and) the name or names, and surname of the contact person
(b) the address of the workplace, phone), fax number and electronic address of the
e-mail of the contact person
(c)) the data on the qualified certificate issued by the contact person.
(2) the reporting person shall communicate to the Czech National Bank without undue delay
also, any change in the information referred to in paragraph 1.
PART FOUR
FORM AND MANNER OF PUBLICATION OF MATERIALS THAT WILL BE COMPULSORY INFORMATION
§ 19
A form of compulsory information materials information
(1) the issuer or other obligor shall publish a compulsory uveřejňovanou
information in the form of a data file suitable for download, in the format
Portable Document Format (pdf extension) or, if it is not possible to use
the format of the Portable Document Format (pdf extension), another data format
commonly used in electronic trade, which does not allow changing the contents.
(2) the issuer or other obligor to distinguish compulsory uveřejňovanou
information from other published information and mandatory from their
commercial and promotional communications so that it could not be confused with them.
(3) the issuer of a financial instrument or other obligatory person shall ensure that
uveřejňovaná was in the form of internal information referred to in paragraphs 1 and 2
accessible for at least 5 years from publication, or after the time when the
financial instrument admitted to trading on a regulated market established in
Member State of the European Union, if this period is shorter than 5 years.
section 20
The way the publication of materials that will be compulsory information
(1) Compulsory information, the issuer will publish the uveřejňovanou or other
mandatory person in a manner allowing remote access in full,
the way in which issuers typically post information about their activities.
In so doing, shall in particular ensure that the public website without
limiting accessible free of charge in a manner allowing remote access and to
You can easily find in the usual way by business name
or the name of the issuer.
(2) at the same time, the issuer or other obligor shall ensure publication of the compulsory
consolidation of information materials through the financial
the Internet portal, which deals with the dissemination of information related
to the capital market and is the bulk and regularly visited by (the
"Internet portal"), or the agency that deals with the dissemination of
information relating to the capital market (hereinafter referred to as "the Agency");
list of Internet portals and agencies shall publish, Czech National Bank
manner allowing remote access. In the case of the publication of the annual
reports and consolidated annual reports in accordance with § 118 paragraph. 1 of the Act,
half-yearly reports and the consolidated half-yearly report pursuant to section 119 paragraph 1. 1
the law and the reports of the statutory body of the issuer in accordance with § paragraph 119a. 1
It is sufficient for publication through an Internet portal or
the Agency, a hyperlink to the website of the issuer,
referred to in § 118 paragraph. 1 of the Act, the issuer referred to in section 121a of the law
or other obliged entities, on which it is mandatory information in uveřejňovaná
the complete version published.
(3) upon performance of the obligation in paragraph 2 to the issuer or other mandatory
the person shall be released in addition to the mandatory information
and) indicate that this is a mandatory uveřejňovanou information
(b) details of the person) ^ 11) the issuer referred to in § 118 paragraph. 1 of the Act,
the issuer referred to in section 121a of the Act or the issuer of the financial instrument,
(c) the designation of the) compulsory information is uveřejňovanou, and
(d)), the date and time when the issuer or other obligor compulsory
uveřejňovanou information manager or agency Internet portal
have posted.
(4) the issuer or other obligor shall be sent by the Internet Manager
Portal or compulsory uveřejňovanou information to the Agency in a way that
It is safe, minimizes the risk of damage to data and unauthorized
access and provides certainty as to the source of the materials that will be compulsory
information. The issuer or other obligor shall also ensure the fastest
remedy for any failure or interruption of sending compulsory materials
information. The issuer or other obligor is not responsible for the system
errors or shortcomings of the Internet portal, or of the Agency, which was
compulsory information is sent to uveřejňovaná.
(5) if the issuer or other obligor determines that published
compulsory uveřejňovaná information contains incorrect or incomplete information,
shall publish without delay the corrected information to the same mandatory uveřejňovanou
the way was published the original compulsory uveřejňovaná information;
in the revised mandatory materials indicates the contents of and the reasons for the corrections.
The issuer or other obligor shall bear the corrected compulsory uveřejňovanou
information, to the unique identification of the original information.
(6) if the issuer or other obligor will publish compulsory
uveřejňovanou information, in another Member State of the European Union in accordance with
legislation of another Member State, shall ensure that
the publication took place at the same time.
PART FIVE
THE RANGE OF RELEVANT DATA RELATED TO COMPULSORY UVEŘEJŇOVANOU
INFORMATION
section 21
The range of relevant data related to compulsory uveřejňovanou
information
Material information relating to the compulsory uveřejňovanou of information are
and details of the natural person) ^ 12), which must uveřejňovanou information
sent to the publication of the Internet portal, the administrator or to the Agency,
(b)) details about ensuring safe sending under section 20 (2). 4,
(c)), the date and time when it was compulsory for the uveřejňovaná information is sent to the administrator
Internet portal, or to the Agency,
(d) the business name or name), registered office and identification number of the administrator
Internet portal or the Agency where it has been assigned, and
e) date, time and reason for any restrictions that the issuer information
or other party allied with compulsory uveřejňovanou information.
PART SIX
THE COMPARABILITY OF THE OBLIGATIONS OF THE ISSUER OF A THIRD COUNTRY
§ 21a
The comparability of the obligations of the issuer of a third country
Obligations imposed by the issuer, which has its registered office in a State which is not
Member State of the European Union (hereinafter referred to as "the issuer of a third State"),
are comparable with the obligations provided in § 118-119a, section 120a
paragraph. 1 (b). and, § 120 paragraph 1). 1 or § 122 para. 15 or 16 of the Act,
If the law of the State in which the issuer of a third State operates, establishes
at least the requirements set out in annex No. 15 of this Decree.
PART SEVEN
TRANSITIONAL AND FINAL PROVISIONS
section 22
Transitional provisions
(1) the information obligation incurred before the date of entry into force of this
the Decree shall fulfil the reporting person in the manner prescribed by the previous legal
regulations. The list of persons having access to internal information,
created according to the existing legislation, the issuer holds
financial instrument for at least 5 years since its creation, and from each
his updates.
(2) until the date on which the Czech National Bank shall publish a notice in the Gazette of the United
the National Bank as the day from which will follow section 127a of the paragraph. 1
(a). a) to (c)) and paragraph 2. 2 of the Act, the information sent by electronic
mail to the address of the electronic registry of the Czech National Bank or
through a data box in the data box of the Czech National Bank
from the date of the establishment of the ^ 13) so that it is in the electronic
mail "subject" or "thing" of a data message shall indicate the type of information
obligations, with the result that
According to the document) § 9 para. 1 (b). (a)) 2 of this order and
information according to § 10, section 12 paragraph 1. 1 and section 14 of this order are sent
in Portable Document Format (pdf extension),
(b)) the electronic financial data form designated for the type of
information obligation according to § 9 para. 1 (b). (b)) of this order, and
information pursuant to § 12 para. 2, section 11 and 12 of this order are sent in
the format of the Excel Worksheet (.xls extension).
(3) paragraph (2) is without prejudice to article 15, paragraph 2. 2 and section 16 of this Ordinance.
Article 23 of the
The effectiveness of the
This Decree shall enter into force on 1 January 2000. August 2009.
Governor:
doc. Ing. Tůma, CSc. v. r.
Annex 1
The annual report and the consolidated annual report referred to in § 118 paragraph. 1 and
half-year report and the consolidated annual report referred to in section 119 paragraph 1. 1
law
The electronic form contains, in particular, identify the type of information
obligations, unique identification information, or a unique
identify the original information and content, and the reasons for the corrections, identify
the person of the issuer and other obliged entities, the last day of the period for which the
draws up a report, supplementary information, details of the audit firm
and/or auditor report and identify a contact person. The filled-in
the electronic form will join the annual report, the consolidated
annual report, half-year report or consolidated half-year report
According to § 118 paragraph. 1 and section 119 paragraph 1. 1 of the law.
Annex 2
Report of the statutory authority of the issuer in accordance with § paragraph 119a. 1 of the law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer and other obliged entities, period,
in the report be drawn up, additional information and identification
the contact person. The filled-in electronic form shall be attached
report of the statutory authority of the issuer in accordance with § paragraph 119a. 1 of the law.
Annex 3
For information about changing the rights under section 119b of paragraph 1. 1 of the Act, and information on changing
rights under section 119b of paragraph 1. 2 of the Act
The electronic form contains, in particular, identify the type of information
obligations, unique identification information, or a unique
identify the original information and content, and the reasons for the corrections, identify
the person of the issuer, the ISIN of the investment facility, identify the other mandatory
persons short title information, additional information and identification
the contact person. The filled-in electronic form shall be attached
for information about changing the rights under section 119b of paragraph 1. 1 paragraph or section 119b. 2
the law.
Annex 4
Information about the new issue of investment securities loan or
loan or a similar commitment, as well as about the potential liability under section
119b para. 3 of the law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer and other obliged entities, a brief
the name information, additional information and identification of the contact person. To
filled-in electronic form on the new issue information
investment securities, loan or a loan received or the like
the commitment, as well as the potential liability of the issuer or a third party
relating to these investment securities under section 119b of paragraph 1. 3
the law.
Annex 5
Information related to the general meeting or equivalent Assembly
owners of securities representing the share of the issuer in accordance with §
paragraph 120a. 2 and 3 of the law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer and other obliged entities, a brief
the name information, additional information and identification of the contact person. To
the filled form electronically connects related information
by the general meeting or similar Assembly of the owners of securities
shares representing the issuer in accordance with § 120a para. 2 and 3 of the law. ".
Annex 5a
The notice of the meeting or similar gathering of owners of
securities representing the share of the issuer or an invitation to
General meeting or similar gathering of owners of securities
shares representing the issuer under section 120b para. 1 (b). and)
law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer and other obliged entities, a brief
the name information, additional information and identification of the contact person. To
the filled form will connect electronically the notice of the meeting
meeting or similar gathering of owners of securities
shares representing the issuer or an invitation to the general meeting
or a similar gathering of owners of securities shares representing
on the issuer under section 120b para. 1 (b). and the law. ").
Annex 6
Announcement of the bond holders ' meeting or similar gathering
the owners of the securities representing the right to repayment of debt
amount pursuant to § 120 c of paragraph 1. 1 of the law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer, the ISIN of the investment facility,
identify other obliged entities, short title, additional information
information and identification of the contact person. The filled-in electronic
the form joins a notice of meeting of owners of the bonds or
a similar gathering of owners of securities representing a right to
the repayment of the amount owed pursuant to § 120 paragraph 1. 1 of the law.
Annex 6a
Information related to the emission of bonds or securities of the
representing the right to repayment of the amount owed pursuant to § 120 paragraph 1. 1
law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer, the ISIN of the investment facility,
identify other obliged entities, short title, additional information
information and identification of the contact person. The filled-in electronic
the form will connect information associated with bond issues or
securities representing the right to repayment of the amount owed
pursuant to § 120 paragraph 1. 1 of the law.
Annex 6b
Information about the choice of the Member State of the European Union by the issuer in accordance with § 123
paragraph. 1 of the law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer, the selected state of the European Union,
additional information and the identification of the contact person.
Annex 7
Voting rights notifications pursuant to § 122 para. 1 of the law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer, the reason for the notification, identification of
the person of the notifier, the identification of persons acting in concert with
by the notifier, on the basis of the agreement, the date of increase, decrease, or the
share, notified the fact, achieved or exceeded the share/shares
the result of the voting rights, designation of shareholders in cases
pursuant to § 122 para. 2 (a). (g)) and h) of the Act, if it differs from the
the whistleblower, the indication of entities controlled by the notifier, which
through holding indirect share of the voting rights, details of
the right to acquire issued securities carrying voting rights attribution
voting rights on the basis of the power of attorney granted for the purposes of one of the General
meeting, additional information, contact details and, where appropriate,
identification of the contact person.
Annex 8
Information on the acquisition or disposal of own shares of the issuer pursuant to § 122
paragraph. 15 of law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person to be notified to the issuer, the fact
achieved or exceeded the proportion of shares, the share/after acquisition or disposal
the shares, the date of the change, additional information and the identification of a contact
of the person.
Annex 9
Information on the total number of voting rights and share capital
pursuant to § 122 para. 16 of the Act
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer, the total number of the voting
rights, amount of capital, additional information and identification
the contact person.
Annex 10
Internal information pursuant to § 125 paragraph. 1 of the law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer and other obliged entities, a brief
the name information, additional information and identification of the contact person. To
the completed table connects the inside information pursuant to § 125 paragraph. 1
the law.
Annex 11
Notification of delay the public disclosure of inside information pursuant to § 125 paragraph. 2
law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer, the reason delay exchange information,
mention of specific measures taken by the issuer in accordance with § 3 (1). 2
Decree No. .../2009 Coll., additional information and the identification of a contact
of the person. To the completed table connects the inside information pursuant to § 125
paragraph. 1 of the law.
Annex 12
List of people who have access to inside information pursuant to § 125 paragraph.
4 of the law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer, a brief name of the internal
information that the list is kept, a unique internal identification
information that the list is kept, the date it was sent to the United
the National Bank's internal information or notification of the delay of publication
internal information, the date on which the list is compiled, the identification of the
the person who has access to inside information, the reason for putting that person in
list, the date of gaining access to internal information, identify the
the person for whom the person who has access to inside information, performs
their activities, where appropriate, the information about the fact that this is an update
the list and the date and reason for the update, additional information and
identification of the contact person.
Annex 13
Notice of transaction pursuant to § 125 paragraph. 5 of law
The electronic form contains, in particular, the unique identification
information, where appropriate, the unique identification of the original information and content, and
the reasons for the corrections, identify the person of the issuer, identify the person
the notifier the notifier's relationship to the issuer, the details of the transaction,
including the identification of investment tool, contact details
the notifier additional information and, where appropriate, the identification of a contact
of the person.
Annex 14
Notification of suspicion of use of inside information pursuant to section 124 para. 5
law or market manipulation pursuant to § 126 paragraph. 5
The electronic form contains, in particular, identify the type of information
obligations, unique identification information, or a unique
identify the original information and content, and the reasons for the corrections, identify
the person of the notifier, the reason why it is required by a person pursuant to section notifier
paragraph 124. 5 and § 126 paragraph. 5 of the Act, the details of the transaction, including
identification of the financial instrument, the data on participants in a transaction, the reasons
notification, additional information and, where appropriate, the identification of the contact person.
Annex 15
The comparability of the obligations of the issuer of a third country
(I) annual report of the issuer of a third country
Annual report of the issuer of a third country has
and financial statements certified by the Auditor),
(b)) a true and fair view of the financial situation, business activities and
the results of the management of the issuer of the non-Member State for the previous financial
period, with an indication of the important factors, risks and uncertainties that
influenced the financial situation, business activities or results
the management of an issuer of a third country, and their impacts; This information
the number includes data and information on the financial situation, business
the activities and results of the management of an issuer of a third country,
(c)) all the important events that have occurred after the end of the financial
period,
(d) the prospects of future development) financial situation, business activities and
the results of the management of the issuer of a third country, and
e) statement of authorized persons of the issuer of a third country to the effect that
According to their best knowledge given the annual report of a true and fair
picture of the financial situation, business activities and results
the management of the issuer of the non-Member State for the previous financial year and of the
prospects of future development of the financial situation, business activities and
the results of operations.
II. The consolidated annual report of the issuer of a third country
1. The consolidated annual report of the issuer of a third country has
and) the financial statements and consolidated financial statements verified by the Auditor,
(b)) a true and fair view of the financial situation, business activities and
the results of the management of an issuer of a third State and its consolidation
a whole in the past financial year, with an indication of the important factors, risks and
uncertainties, which have influenced the financial situation, business or
results of operations of the issuer of a third country and of its consolidated
a whole, and their impacts; This information includes numerical data and
information about the financial situation, business activities and results
the management of an issuer of a third country and of its consolidated Group,
(c)) all the important events that have occurred after the end of the financial
period,
(d) the prospects of future development) financial situation, business activities and
the results of the management of an issuer of a third State and its consolidation
a whole and
e) statement of authorized persons of the issuer of a third country to the effect that
According to their knowledge, the consolidated annual report
true and fair view of the financial situation, business activities and
the results of the management of an issuer of a third country and of its consolidated
a whole in the past financial year and on the prospects of future development
the financial situation, business and results of operations.
2. in the event that an issuer of a third country under the law of the State in which the
governed by must draw up financial statements in addition to the consolidated financial
accounts, the consolidated annual report contains the issuer from the third
the State of this additional information
and the dividend calculation and data) about the ability to pay dividends, if
It is an issuer of a third country referred to in § 118 paragraph. 1 (b). and)
the Act and the
(b)) the data on capital, capital requirements and the requirements of the
the liquidity of an issuer of a third country, if the requirements of the law
the State, which is governed by the stores.
3. the issuer of a third country provides the Czech National Bank on its
the request also other published audited information related to
the data referred to in point 2 and are based on the accounts on an individual basis.
This information can be processed according to the accounting standards of the State
which the issuer of a third country.
III. The financial statements and the consolidated financial statements of the issuer of the third
State
1. the financial statements and the consolidated financial statements are drawn up in
compliance
and) with international accounting standards, which are based directly
of the applicable legislation of the European Union "^ 1") are recognized as applicable in the context of the
The European Union, or
(b)) with the national accounting standards of the State governing the issuer of
third State, governed by the international accounting standards in accordance with equivalent
directly applicable European Union legislation ^ 2).
2. where the financial statements and consolidated financial statements
prepared in accordance with accounting standards referred to in paragraph 1 shall be
an issuer of a third country these accounts also according to accounting
standards referred to in point 1.
IV. The half-yearly report of a third State
1. the half-yearly report of the issuer of a third country has
and) figures and information on the extent of the condensed balance sheet, condensed
profit and loss account and selected explanatory notes on them under
AA) of the international accounting standard IAS 34-Interim financial
reporting, which are annexed to the directly applicable European legislation
Union ^ 14), or
AB) from a national accounting standard of the State in which the issuer of
third country controls the corresponding and equivalent international
accounting standard IAS 34-Interim financial reporting by directly
of the applicable legislation of the European Union ^ 15),
(b) an overview of the financial situation,) business activities and results
the management of an issuer of a third country for the past half-year,
(c) the prospects of future development) financial situation, business activities and
the results of the management of an issuer of a third country in the next half-year,
(d) in the case of) a third country referred to in § 118 paragraph. 1 (b).
and also an inventory of the Act) related party transactions, if they were not
continuously published and
e) statement of authorized persons of the issuer of a third country to the effect that
According to their best knowledge given the half-yearly report of a true and fair
picture of the financial situation, business activities and results
the management of an issuer of a third country for the past half-year and
prospects of future development of the financial situation, business activities and
the results of the management of an issuer of a third country.
2. the Abbreviated balance sheet, abridged income statement and selected explanatory notes
in accordance with point 1 (b). and) always contain items including subtotals,
equivalent to the items contained in the annual report of the issuer of the third
State for the period of the previous year; in the event that the omission of the appropriate
the items in the half-yearly report has been eligible, investors raise false
the idea of property or other assets, liabilities, or other
liabilities, financial position or the profit or loss of the issuer of the
of a third State, an issuer of a third State abridged balance sheets or
abridged income statement about further explanations so as to invoke guilt
ideas.
In the consolidated half-year report of an issuer of a third country
The consolidated half-year report of the issuer of a third country has
and) figures and information on the scope of the interim financial statements, which
for interim financial statements under
AA) of the international accounting standard IAS 34-Interim financial
reporting, which are annexed to the directly applicable European legislation
Union ^ 14), or
AB) from a national accounting standard of the State in which the issuer of
third country controls the corresponding and equivalent international
accounting standard IAS 34-Interim financial reporting by directly
of the applicable legislation of the European Union ^ 15),
(b) an overview of the financial situation,) business activities and results
the management of an issuer of a third country and of its consolidated Group for
the past half-year,
(c) the prospects of future development) financial situation, business activities and
the results of the management of an issuer of a third State and its consolidation
a whole in the following semester,
(d) in the case of) a third country referred to in § 118 paragraph. 1 (b).
and also an inventory of the Act) related party transactions, if they were not
continuously published and
e) statement of authorized persons of the issuer of a third country to the effect that
According to their best knowledge consolidated half-year report
true and fair view of the financial situation, business activities and
the results of the management of an issuer of a third country and of its consolidated
Unit for the past half-year, and about the prospects of future development of the financial
the situation, the business activities and the results of the management of the issuer of the
third State and its consolidated Group.
Vi. Statement of authorized persons of the issuer of a third country
Statement of authorized persons in the annual report, consolidated annual
the report, the half-yearly report and the consolidated half-yearly report of the issuer of the
a third State are associated with the responsibilities of authorized persons or persons in
the issuer of a third country for these messages.
VII. the quarterly financial report of a third State
The issuer of the non-member country publishes a quarterly financial report that
includes a true and fair view of the financial situation, business activities
and the results of the management of an issuer of a third country and its controlled people
for the quarter.
VIII. Acquisition or disposal of own shares by the issuer of a third country
1. the issuer of a third country, which according to the law of the State governing, may
himself or through another person acting on his behalf to acquire
own shares, which reaches a market share of all voting rights
a maximum of 5%, shall publish each achieve or exceed this proportion,
or reduce its stake below this threshold.
2. the issuer of a third country, which according to the law of the State governing, may
himself or through another person acting on his behalf to acquire
own shares, which reaches a market share of all the voting rights between
5% and 10%, shall publish each achieving or exceeding 5% of the shares or
the highest permissible share of, or a reduction in their share under these
the boundaries.
3. the issuer of a third country, which according to the law of the State governing, may
himself or through another person acting on his behalf to acquire
own shares, which reaches a market share of all the voting rights more
than 10% shall publish each reaching or exceeding the 5% or 10% market share,
or a reduction in their share under these boundaries.
IX. The total number of voting rights and capital of the issuer
of a third State
An issuer of a third country shall publish the total number of voting rights and the amount of
of the capital within 30 calendar days from the date on which the
to change them.
X. Content invitations to the general meeting, the notice of the meeting
or the meeting of owners of bonds and other comparable gathering of
a third State
An issuer of a third country provides in the invitation to the general meeting, or
a similar gathering of owners of securities representing the share of the
the issuer of a third country, in the notice of the meeting or
a similar gathering of owners of securities representing the share of the
the issuer of a third country or a meeting of the owners of the bonds or
a similar gathering of owners of securities representing a right to
the repayment of the amount owed at least a place, date and agenda of the
Assembly or meetings.
1) European Parliament and Council Directive 2003/6/EC of 28 June 1999. January
2003 on insider dealing and market manipulation (abuse
the market).
Commission Directive 2003/124/EC of 22 December 2004. December 2003 implementing
Directive of the European Parliament and of the Council 2003/6/EC, as regards the definition and
public disclosure of inside information and the definition of market manipulation.
Commission Directive 2004/72/EC of 29 April 2004. April 2004 implementing
Directive of the European Parliament and of the Council 2003/6/EC as regards accepted
market practices, the definition of inside information in relation to derivatives
derivatives, the establishment of lists of insiders, the notification of transactions
persons discharging managerial responsibilities and the reporting of suspicious transactions.
2) § 3 (1). 1 (b). (d)), and (f)) and paragraph 2. 2 (a). c) to (e)) Law No.
256/2004 Coll. on the capital market, as amended by Act No.
230/2008 Sb.
3) European Parliament and Council Directive 2004/109/EC of 15 December 1999.
December 2004 on the harmonisation of transparency requirements relating to
information about issuers whose securities are admitted to trading
on a regulated market and amending Directive 2001/34/EC, as amended by Directive
The European Parliament and of the Council 2008/22/EC and 2010/78/EU.
Commission Directive 2007/14/EC of 8 June 2004. in March 2007, which establishes the
the detailed rules for implementing certain provisions of Directive 2004/109/EC on the
harmonisation of transparency requirements in relation to information about
issuers whose securities are admitted to trading on a
a regulated market.
4) § 127 paragraph. 1 of the law No. 256/2004 Coll., as amended by Act No. 230/2009
SB.
5) § 2 (2). 1 (b). and) Act No. 256/2004 Coll., as amended by Act No.
230/2008 Sb.
6) for example, Act No. 256/2004 Coll., as amended, the law
No. 513/1991 Coll., the commercial code, as amended, the law
No. 563/1991 Coll., on accounting, as amended.
7 for example, the commercial code).
8) § 11 (1) 1 of the law No. 227/2000 Coll. on electronic signature and
amendments to certain other laws (the law on electronic signature), in
as amended.
9) § 2 (2). 1 of the law No. 300/2008 Coll., on electronic acts and
authorized conversion of documents, as amended by Act No. 190/2009 Coll.
11) § 2 (2). 1 (b). j) Act No. 256/2004 Coll., as amended by Act No.
230/2008 Sb.
12) § 2 (2). 1 (b). j) section 2 of the Act No. 256/2004 Coll., as amended by law
No 230/2008 Sb.
13) § 31 para. 1 of the law No. 300/2008 Coll., as amended by Act No. 190/2009
SB.
