Publication of Directors' Dealings pursuant to Section 15a of the Securities Trading Act (WpHG)
(1) Persons discharging managerial responsibilities within an issuer of shares are obliged to notify the issuer and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) of own transactions in shares of the issuer or financial instruments based on them, in particular derivatives, within five business days. The obligation pursuant to sentence 1 applies only for issuers of such shares that
- are admitted to trading on a German stock exchange or
- are admitted to trading on an organized market in another member state of the European Union or another signatory to the Agreement on the European Economic Area.
The submission or public announcement of an application for admission is deemed equivalent to admission to trading on an organized market. The obligation pursuant to sentence 1 does not apply as long as the total sum of transactions by a person discharging managerial responsibilities and parties closely associated with them is less than 5,000 euros by the end of the calendar year.
(2) Persons discharging managerial responsibilities within the meaning of subsection (1) sentence 1 are personally liable partners or members of the management, administrative or supervisory bodies of the issuer as well as other persons with regular access to inside information and who are authorized to make important managerial decisions.
(3) Parties within the meaning of subsection (1) sentence 2, who are closely associated with the persons referred to in subsection (2), are spouses, registered civil partners, dependent children and other relatives living in the same household as the persons referred to in subsection (2) for a period of at least one year at the point when the transaction subject to disclosure was concluded. Legal persons for which persons within the meaning of subsection (2) or sentence 1 discharge managerial responsibilities are also deemed parties within the meaning of subsection (1) sentence 2. Such legal persons, companies and organizations which are controlled directly or indirectly by a person referred to in subsection (2) or sentence 1, were established for the benefit of such persons, or the economic interests of which are substantially equivalent to those of such a person, also fall within the scope of sentence 2.
(4) A domestic issuer shall immediately disclose the information pursuant to subsection (1) and shall inform the Federal Financial Supervisory Authority at the same time; the domestic issuer shall also transfer immediately, but not prior announcement, the information to the company register pursuant to section 8b of the German Commercial Code for filing. Section 15 (1) sentence 2 applies mutatis mutandis with the requirement that the plublic announcement of an application for admission filing is treated the same as the filed application for admission.
(5) The Federal Ministry of Finance is authorized to issue more detailed provisions about the minimum requirements with regard to the contents, the nature, language, scope and form of the disclosure pursuant to subsection (1) and (4) sentence 1 as well as the publication pursuant to subsection (4) by ordinance which does not require the consent of the Bundesrat (Upper House of the German Parliament). The Federal Ministry of Finance may, by ordinance, delegate this authority to the Federal Financial Supervisory Authority.
Publications of Directors' Dealings pursuant to Section 15a of the Securities Trading Act (WpHG)
Transactions reported pursuant to Section 15a of the German Securities Trading Act during the last 12 months are stored on the Federal Financial Supervisory Authority's central database and can be accessed by clicking on the link Bundesanstalt für Finanzdienstleistungsaufsicht (BAFin).