Disclosure Requirements - Hungary

26.03.2015

Disclosure Category: 1

The National Bank of Hungary as supervisor and the share issuing companies are entitled, under Hungarian law, to obtain information about the identity of beneficial owners of Hungarian equities (that is, shares of Hungarian public limited companies, referred hereinafter as the "Securities").

Consent

Customers holding Hungarian Securities consent and are hereby deemed to consent to disclosure and to the appointment of the requestor as their attorney-in-fact, under power of attorney to collect from CBL such information as is required to be disclosed. Customers who do not want to grant such authority to CBL should refrain from holding such Securities in their account with CBL.

Background and legal basis

The amended Act CXX of 2001 on the Capital Markets (the “Act”), section 61 entitles the National Bank of Hungary acting as the Supervisory Authority (NBH) and the issuing company to obtain information about the beneficial owners of Securities. Customers holding the Securities in CBL must, upon request, provide CBL with information about the beneficial ownership of such holdings. CBL might be required to disclose such information to the Hungarian authorities or to the issuing company.

It is the CBL customer’s responsibility to ensure compliance with local disclosure requirements. If a requirement is not met, it is the customer who will be liable to any related penalty.

Obligation to report thresholds crossing

Beneficial owners whose holding exceeds or falls below thresholds in voting rights in a Hungarian public limited company are required to report to the NBH and to the board of directors of the issuing company within two calendar days of the threshold crossing, as follows:

  • All public limited companies;
  • For an acquisition or sale of 5% influence and every additional 5% up to 50%, thereafter 75%, 80%, 85%, 90% and, once 90% is reached, any additional increase or decrease of 1%.
  • For the acquisition of 33% influence (or 25% if there is no other investor with more than 10% capital share), the beneficial owner must announce the purchase offer for the outstanding shares and report the intention to the HFSA and to the board of directors of the company.

Sanctions

In the event of non-compliance with the obligation of notification and disclosure, the person involved may not exercise voting rights in the company in question until the notification is submitted.

A fine may also be imposed, the amount of which shall be determined according to the gravity of non-compliance with the requirements laid down in the Act and in other specific legislation and or to the extent of negligence and the financial advantage received.

According to the Act on the National Bank of Hungary (Act CXXXIX of 2013), the imposed fine for any violation of the regulations on the acquisition of a major holding in a public limited company can be in a wide range from HUF 100,000 to HUF 2 billion. The Act CXXXIX of 2013 stipulates that the exact fine would be maximised to either 10%  of the yearly gross income of the legal person violating the law ("breaching person" or "breaching company") or if the yearly gross income of such legal person cannot be stipulated, the amount of the fine would be twice the amount of the gain (or avoided loss), that the breaching company gained from the relevant transaction.