Transparency Laws
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Know the numbers? Now learn the why.Read the Transparency Requirements for Listed Issuers study notes: short answers, key numbers and the law behind each rule.
- Which issuers must follow the Transparency Law, how do they publish, and what sanctions apply?
- What must an issuer's annual financial report contain, and when is it due?
- What must the half-yearly financial report contain, and when is it due?
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- To which issuers do the Transparency Requirements Laws apply?
- Issuers whose securities are admitted to trading on a regulated market. Issuers listed only on an MTF, or whose securities are merely offered OTC, are not covered.
Periodic reporting
- When must the annual financial report be published, how long kept, and what does it contain?
- No later than four months after the financial year end, kept publicly available for at least 10 years. It contains the audited annual financial statements, a management report, and statements by the board, CEO and CFO (where the CEO/CFO are not board members).
- When must the half-yearly financial report be published, and what are its components?
- No later than three months after the first six months of the financial year (kept available 10 years). It contains interim financial statements (per IFRS), an interim management report, and statements by the board, CEO and CFO. If unaudited, this must be stated.
- What must the interim management report include?
- Important events in the first six months and their impact on the interim statements; a description of principal risks and uncertainties for the remaining six months; a comparative economic analysis versus the previous corresponding period; and, for share issuers, related-party transactions.
- Which issuers must report payments to governments, and on what basis?
- Issuers active in the extractive industry (mining, oil and gas) or the logging of primary forest — reported on a consolidated basis.
- Who is exempt from periodic reporting, and what debt denomination is exempt?
- Public international bodies with at least one EU Member State as a member, the ECB, the Central Bank of Cyprus, other Member States' central banks, and the EFSF and similar euro-area mechanisms; also issuers whose only admitted securities are debt with a denomination of at least €100,000 per unit (€50,000 for debt admitted before 31 December 2010, while it is outstanding). Exam material: the Republic or another member state and their regional or local authorities. Since 26 October 2012: the Republic or any other State and the regional or local authorities of any State.
Ongoing disclosure
- At what thresholds must an issuer disclose acquisition/disposal of its own shares, and how quickly?
- When its holding of own shares reaches or exceeds 5% or 10% of total voting rights on an acquisition, or reaches or falls below either level on a disposal; it discloses the total proportion it holds. Exam material: as soon as possible and no later than the next working day. Since 16 June 2017: no later than the next trading day.
- How often must an issuer publish its total voting rights and capital?
- At the end of each calendar month in which a change has occurred — separate from the immediate notifications for specific threshold crossings.
- How quickly must changes in the rights attached to share classes be disclosed?
- Immediately and without delay — including changes in terms that indirectly affect holders (e.g. loan terms or interest rates on debt securities).
Major shareholding
- At what thresholds must a shareholder notify, and to whom?
- When voting rights reach, exceed or fall below 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%. The notice goes to BOTH the issuer and CySEC, promptly and at the latest within three trading days of the transaction (the holder is deemed to know of it two trading days after it); the exam material gives no deadline. The issuer then publishes it by the next trading day.
- How are voting rights calculated, and what beyond shares triggers notification?
- On all the issuer's voting shares, even where voting is suspended. Exam material: the extension is described through the indirect-holdings wording (a person entitled to acquire, dispose of or exercise voting rights, e.g. through concert parties, collateral or discretionary proxies). The Law: financial instruments count separately: those giving a right or discretion to acquire voting shares already issued and, since 8 April 2016, those with a similar economic effect (e.g. options, futures, swaps, contracts for difference), cash-settled ones included on a delta-adjusted basis, added to the shares held.
- Name situations exempt from the shareholder notification obligation.
- Market makers crossing 5% acting in that capacity; shares held for clearing/settlement released within three working days; custodians voting only on instruction; trading-book holdings ≤5% not exercised; short-term ESCB monetary-authority operations; and stabilisation holdings where voting rights are not exercised.
- When do concerted action, collateral, or proxy arrangements trigger notification?
- When you hold votes via a party with a concerted-action agreement on the issuer's management; when you control the voting rights of shares lodged as collateral and intend to exercise them; or when you can exercise proxy votes at your own discretion — all require notifying the issuer and CySEC.
Sanctions
- What are the maximum fines for failing to disclose periodic/ongoing information?
- For a legal person: €10,000,000 or twice the profits gained/losses avoided, whichever is higher. For a natural person: €2,000,000 or twice profits/losses, whichever is higher. Breach of the monthly total-voting-rights disclosure (item 2) is a lower tier: €85,000, rising to €170,000 on repetition.
Equal treatment
- How must issuers treat shareholders and debt holders?
- Share issuers must treat all shareholders in the same position equally. Debt-security issuers must treat all holders ranking pari passu equally in respect of all rights attached to those securities.
Disclosure mechanics
- Through which channels must issuers make public disclosures?
- By announcement to CySEC and the Cyprus Stock Exchange (which list it on their websites) AND on the issuer's own website. A single channel alone does not satisfy the obligation.
- When may an issuer delay disclosure of inside information?
- Exam material: immediate disclosure would prejudice its legitimate interests (e.g. it could affect the outcome of ongoing negotiations), the delay would not mislead the public, confidentiality is ensured and CySEC consents. Since 3 July 2016 (MAR): no consent is needed; the issuer informs CySEC, with a written explanation, immediately after publishing. Since 5 June 2026: the second condition is that the information is not in contrast with its latest public announcement on the matter. Consent applies only to financial-stability delays by credit or financial institutions.
Shareholder communication
- What communication requirements apply for meetings and electronic notices?
- A proxy form is made available with the notice of the meeting, on paper or electronically; for a meeting called by public announcement it goes to each holder on request. Exam material: the financial-institution agent is tied to meetings called by announcement, and written consent is needed for electronic communication. The Law (unchanged since 2007): every share and debt issuer designates an agent, through which holders exercise their financial rights; electronic communication needs a general-meeting decision, residence-neutral use, identification arrangements and equal cost-sharing; holders are asked in writing to consent, silence for a reasonable period counts as consent, and a holder may ask for paper at any time.