(1) The listed company is to disclose, without undue delay and in the manner stipulated by subsection (2), the particulars of those related party transactions that require consent pursuant to section 111b (1). Where the consent requirement for a certain transaction is triggered, in accordance with section 111b (1), by several transactions having been taken together, these transactions likewise are to be disclosed.
(2) The disclosure is to be effected in a manner allowing the public to easily access the information. The disclosure is to be effected in accordance with the provisions made in section 3a (1) to (4) of the Ordinance specifying the publication, notification and disclosure duties under the Securities Trading Act (Wertpapierhandelsanzeigeverordnung) of 13 December 2004 (Federal Law Gazette I p. 3376), last amended by Article 1 of the ordinance of 19 October 2018 (Federal Law Gazette I p. 1758). The disclosure must include all key information that is required in order to evaluate whether the transaction is appropriate from the perspective of the company and those stockholders who are not related parties. This comprises, at a minimum, information on the nature of the relationship with the related parties, the names of the related parties, as well as the date and the value of the transaction. Moreover, the information is to be made publicly accessible on the company’s website for a period of no fewer than five years.
(3) Where the related party transaction consists of inside information pursuant to Article 17 of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse provision) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L 173 of 12 June 2014, p. 1; L 287 of 21 October 2016, p. 320; L 348 of 21 December 2016, p. 83), last amended by Regulation (EU) 2016/1033 (OJ L 175 of 30 June 2016, p. 1), the particulars required under subsection (2) are to be included in the disclosure stipulated by Article 17 of Regulation (EU) No. 596/2014. In this event, the obligation stipulated by subsection (1) will cease to exist. Article 17 paragraphs (4) and (5) of Regulation (EU) No. 596/2014 applies accordingly.
(4) Where the company is a parent undertaking within the meaning of the international accounting standards adopted by Commission Provision (EC) No. 1126/2008, subsection (1) sentence 1 as well as subsections (2) and (3) apply accordingly to a transaction entered into by a subsidiary undertaking with related parties of the company insofar as said transaction, had it been entered into by the company, would have required consent to be granted in accordance with section 111b (1) and (3).