VARTA AG: Bafin imposes administrative fines

What Changed

• - BaFin reinforces that issuers on an organised market must publish inside information “without delay” under Article 17(1) MAR; failure to do so constitutes an administrative offence subject to substantial fines.
• The publication clarifies the maximum fine levels for MAR ad‑hoc disclosure breaches: up to €2.5 million or 2% of total turnover, whichever is higher, for legal persons.
• BaFin reiterates half‑yearly financial reporting obligations under the German Securities Trading Act (WpHG): issuers must publish half‑yearly financial reports no later than three months after the end of each reporting period.
• In addition to the report itself, firms must publish a separate announcement (“Hinweisbekanntmachung”) specifying when and where the half‑yearly financial report will be publicly available (including the website), and do so no later than three months
• BaFin confirms that failure to publish financial reports and the corresponding announcements, or to do so within the prescribed period, is a WpHG contravention and subject to enforcement.
• The publication states the maximum fine levels for WpHG financial reporting breaches: up to €10 million or up to 5% of total revenue.

Suggested Considerations

• Review and, where necessary, update internal MAR Article 17(1) ad‑hoc disclosure policies to ensure that all inside information is identified promptly and disclosed to the market without undue delay.
• Implement or strengthen inside information identification and escalation procedures, ensuring front‑office, finance, strategy and legal functions can rapidly flag potentially price‑sensitive, non‑public information to compliance and the executive board.
• Conduct a gap analysis of past and upcoming financial reporting cycles (annual and half‑yearly) to confirm that all reports and associated announcements have been published within the WpHG three‑month deadlines and in the prescribed form.
• Establish a formal reporting calendar that clearly tracks statutory deadlines for half‑yearly financial reports and “Hinweisbekanntmachungen”, with responsibility assigned to named owners in finance, legal and investor relations.
• Review and update disclosure committee charters or equivalent governance structures to ensure clear accountability for MAR‑relevant decisions, including documentation of the assessment of inside information and any delay decisions.
• Validate that IT systems and publication channels (issuer website, company register, stock‑exchange systems) can support timely, simultaneous and complete disclosure of ad‑hoc announcements and financial reports.

Key Dates

Who is Affected