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Exemption documents

In certain cases, securities may be offered to the public or admitted to trading without an approved prospectus, provided that an exemption document has been drawn up and made available to the public. The Prospectus Regulation provides for two types of exemption documents. These documents are not subject to scrutiny or approval by the AFM, but there are certain requirements for submitting the documentation. 

1. Exemption document for a secondary issuance

In order to use the exemptions in Article 1(4)(da), Article 1(4)(db) and Article 1(5)(ba) of the Prospectus Regulation (Regulation (EU) 2017/1129), you will need to draw up a document containing the information set out in Annex IX to the Prospectus Regulation.

You should file the Annex IX document with the competent authority of the home Member State before the transaction takes place and make it available to the public at the same time, in accordance with Article 21(2) of the Prospectus Regulation. Is the Netherlands the home Member State? Then you should file the document with the AFM, by email via service.prospectus@afm.nl, stating 'Annex IX document'.

Please provide the following metadata with the submission:
  • legal basis for the use of the exemption;
  • name of the issuer;
  • LEI code of the issuer;
  • ISIN code of the security.

2. Exemption document for a takeover, merger or division

For securities offered or admitted to trading in connection with a takeover by means of an exchange offer, a merger or a division (Article 1(4)(f), Article 1(4)(g), Article 1(5)(e) and Article 1(5)(f) of the Prospectus Regulation), an exemption applies provided that a document is made available to the public in accordance with the arrangements laid down in Article 21(2). These exemptions apply to equity securities, subject to the conditions of Article 1(6a) and (6b). The minimum information content of this exemption document is laid down, on the basis of Article 1(7) of the Prospectus Regulation, in Delegated Regulation (EU) 2021/528.

From 10 July 2026, under Article 21a(1) of the Prospectus Regulation, this exemption document must be submitted to the AFM at the same time as it is made available to the public. Submissions can be sent to the AFM by email at service.prospectus@afm.nl, stating 'Exemption document'.

Please provide the following metadata with the submission:

  • legal basis for the use of the exemption;
  • name of the issuer;
  • LEI code of the issuer;
  • size category of the issuer;
  • industry sector(s) of the economic activities of the issuer;
  • an indication of whether the document contains personal data.

Contact

Questions? Please contact us via service.prospectus@afm.nl