Netherlands: Securitisation

The Netherlands has historically been one of the most active securitisation markets in Europe.

2022 was not the best year for the public securitisation market in Europe and also not for the Dutch securitisation market. Publicly placed volume was slightly down compared to 2021 to € 3,511,000,000 through 12 transactions as opposed to 13 transactions in 2021, of which 5 transactions were STS compliant as opposed to 8 in 2021.

The following types of securitisations are typical in terms of underlying assets in the Netherlands: owner occupied RMBS, buy-to-let RMBS, CMBS, auto leases, consumer loans and trade receivables securitisations.

Various types of non-bank lenders have entered the Dutch market during the past few years. These new players have established platforms that predominantly originate Dutch residential mortgages, buy-to-let mortgages, bridge loans, small ticket CRE loans and SME loans.

In addition to traditional securitisations, banks in the Netherlands also issue structured covered bonds. Specific covered bond legislation in the Netherlands came into force on 1 July 2008 and was replaced by new legislation in 2015 and in July 2022. The Dutch regulations set out the conditions and minimum requirements that an issuing bank, which has its registered office in the Netherlands, must meet for the bonds to be issued by said issuing bank in order to qualify as covered bonds. The Dutch Central Bank (De Nederlandse Bank) includes all covered bonds that meet such criteria in an online register. The issuing bank must demonstrate to the Dutch Central Bank periodically as well as on request that the registered covered bonds continue to comply with the requirements for registration.

In addition to securitisation transactions involving Dutch assets, over the past decade, the Netherlands has proven to be an attractive jurisdiction for establishing special purpose vehicles (“SPVs“) due to certain major tax and legal advantages for both Dutch and international securitisations and other types of structured finance transactions.

Under Dutch domestic law, there are no restrictions on the type of assets that can be securitised.

All assets that can be assigned or transferred and which create a cash flow are capable of being included in a securitisation. Therefore, if the underlying assets are subject to transfer restrictions these are not well suited for securitisation.

Under EU law, Regulation (EU) 2017/2402 of the European Parliament and of the Council (the “EU Securitisation Regulation“) regulates securitisation in the European Union member states, including the Netherlands.

Pursuant to the EU Securitisation Regulation, assets that are themselves “securitisation positions” (as defined in the EU Securitisation Regulation) cannot be securitised.

As mentioned above, the EU Securitisation Regulation regulates securitisation in the European Union Member States, including the Netherlands.

The Netherlands has not adopted any specific securitisation law. As a result, there are no specific legal limitations under Dutch law on how a securitisation should be structured, unlike in some other European jurisdictions. Dutch securitisation transactions are effected under the general laws of the Netherlands and, in particular, under the Dutch Civil Code (Burgerlijk Wetboek — “DCC“).

Furthermore, the parties to a securitisation transaction should ensure compliance with the Dutch Financial Supervision Act (Wet op het financieel toezicht — “FSA“).

As in other European countries, a typical securitisation structure usually involves the transfer of a portfolio of assets (e.g. receivables) by an originator to an SPV. The SPV issues securities (generally in the form of notes) or loans to investors in order to be able to pay the purchase price for the assets. The originator is usually appointed as servicer of the receivables, but another entity could also act as servicer. A securitisation can be public or private, depending on the individual circumstances of a transaction. Generally there also is a security trustee that holds the security over the assets and contractual rights for the benefit of the investors. Other key parties include, inter alios, the shareholder of the SPV, the swap / hedge counterparty, a corporate services provider and the paying agent.

The Dutch Authority for the Financial Markets (“AFM“) and the Dutch Central Bank (De Nederlandsche Bank N.V.) are the competent authorities under the EU Securitisation Regulation in the Netherlands. The Dutch Central Bank is the competent authority for securitisations that involve an originator, sponsor or original lender with a licence from the Dutch Central Bank. All other securitisations with an originator, sponsor, original lender and/or SPV established in the Netherlands are supervised by the AFM. Furthermore, the Dutch Central Bank is the competent authority that supervises simple, transparent and standardised (“STS“) securitisations. To qualify as an STS securitisation, the EU Securitisation Regulation sets out certain requirements. If a securitisation qualifies as STS securitisation, the originator or sponsor has to send an STS-notification to the European Securities and Markets Authority (“ESMA“), which will be published on their website, unless it is a private securitisation.

The European Central Bank (“ECB“) monitors compliance by institutions directly under ECB supervision.

There are no regulatory or other limitations under Dutch law on the nature of the entities that may participate in a securitisation.

The EU Securitisation Regulation does, however, contain certain requirements. Pursuant to Article 2 EU Securitisation Regulation, an SPV must be a corporation, trust or other entity, other than an originator or sponsor, established for the purpose of carrying out one or more securitisations, the activities of which are limited to those appropriate to accomplishing that objective, the structure of which is intended to isolate the obligations of the SPV from those of the originator.

Furthermore, pursuant to Article 6 EU Securitisation Regulation, an entity that has been established or operates for the sole purpose of securitising exposures cannot act as originator for risk retention purposes.

See paragraphs 9, 10 and 14 below in respect of certain Dutch licence requirements (and, in turn, exemptions) that may apply to originators, servicers and special purpose vehicles.

Yes, pursuant to the EU Securitisation Regulation, the STS regime (simple, transparent and standardised) is applicable in the Netherlands.

To qualify as an STS securitisation, the EU Securitisation Regulation sets out certain requirements. If a securitisation qualifies as STS securitisation, the originator or sponsor has to send an STS-notification to ESMA, which will be published on their website, unless it is a private securitisation.

Pursuant to Article 18 EU Securitisation Regulation, securitisations with an originator, a sponsor or an SSPE that is not located within the European Union cannot qualify for the EU STS label.

Yes, as for other EU juridisdictions there is a distinction between private and public securitisations. All securitisations that are subject to a prospectus requirement under Regulation EU 2017/1129 (“Prospectus Regulation“) in the context of the issuance of securities qualify as public securitsations. Securitisations without a prospectus requirement under the Prospectus Regulation currently qualify as private securitisations. In this regard, it is important to note that based on the Prospectus Regulation, securities that are offered to the public in the European Union and securities that will be traded on a European regulated market (as defined in Directive 2014/65/EU – “MiFID II“) require a prospectus. Therefore, the issuance of certain securities traded on a non-EU regulated market will qualify as a private securitisation, as its securities are not traded on a regulated market. A list of these regulated markets can be found in the register of the AFM. [1]

[1] https://www.afm.nl/en/sector/registers/vergunningenregisters/handelsplatformen

For requirements in relation to transactions, we refer to paragraph 10 below.

For requirements in relation to an SPV as participant, we refer to paragraph 14 below.

Servicers that provide services relating to consumer receivables (e.g. consumer credit and  residential mortgages) that qualify as financial products need to hold a licence.

Other participants who provide investment services regulated under the FSA such as paying agents and hedge counterparties must also have a Dutch licence, a passported licence from another EU member state or otherwise benefit from an exemption.

The transparency requirements under Article 7 Securitisation Regulation require the originator, the sponsor and the SPV to make certain information available to, among others, national competent authorities in both public securitisations and private securitisations. The EU Securitisation Regulation does not specify, however, how the information should be made available to national competent authorities in private securitisations and it leaves room for national competent authorities to provide guidance in this respect.

To qualify as an STS securitisation, the EU Securitisation Regulation sets out certain requirements. If a securitisation qualifies as STS securitisation, the originator or sponsor has to send an STS-notification to ESMA, which will be published on their website, unless it is a private securitisation.

After notification to ESMA, the AFM or the Dutch Central Bank will have to be informed as well

The AFM has published guidance on its website on how private securitisations in the Netherlands should comply with the transparency requirements at pricing: a completed digital form “private securitisations notification template” should be sent by email to the AFM by the designated reporting entity prior to pricing. It is not mandatory to submit transaction documents of private securitisations to the AFM together with the digital form, but “upon request” additional information, such as quarterly reports and transaction documents, should be made available to the AFM. In addition, a notification must be sent to the AFM in case of any inside information or if a significant event occurs in accordance with the EU Securitisation Regulation.

Issuers of public securitisations are also required to make a prospectus available to investors. If the notes are listed on Euronext Amsterdam, the prospectus is subject to prior approval by the AFM.

Yes, all securitisations must satisfy the risk retention requirements set out in Article 6 EU Securitisation Regulation.

The originator, sponsor or original lender (the parties must agree who will hold the retention, with the originator being the fallback retainer in the absence of agreement) must retain, on an ongoing basis, a material net economic interest in the securitisation, which is currently set at 5% (calculated by reference to the nominal amount of the securitised exposures or to the nominal value of each of the tranches sold or transferred to investors and requiring any fees that may in practice be used to reduce the effective material net economic interest to be taken into account). This requirement is complemented by an indirect obligation on investors, through due diligence requirements, to ensure that the retention obligation is met prior to investing. A sole purpose test explicitly rules out entities with no real substance (with subjective tests to establish this) from holding the retention and a change in the retaining entity is allowed under the EU Securitisation Regulation in certain circumstances.

Yes, pursuant to Article 5 EU Securitisation Regulation, investors are subject to the due diligence rules and must carry out their own checks to ensure that the transaction complies with the provisions of the EU Securitisation Regulation. The EU Securtisation Regulation has also significantly expanded the scope of investors who are caught by these due diligence requirements. In addition to EU regulated banks (including investment firms), EU-regulated insurers (including reinsurers) and alternative investment fund managers (“AIFMs“) either established in the EU or with a full EU passport, the EU Securitisation Regulation now also captures UCITS funds, EU pension funds and non-EU AIFMs. Due to inconsistencies between the EU Securitisation Regulation and the Alternative Investment Fund Managers Directive (“AIFMD“), the requirements of Article 5 EU Securitisation Regulation also apply to non-EU AIFMs. There are ongoing discussions about these inconsistencies and the European Supervisory Authorities have provided the European Commission with an opinion about this topic, which means that the EU Securitisation Regulation and/or the AIFMD may be amended in this regard.

The EU Securitisation Regulation requires Member States to put rules in place establishing administrative sanctions and remedial measures for failure to comply with certain breaches of the EU Securitisation Regulation.

For the Netherlands, such rules are contained in the FSA as well as the rules promulgated thereunder, including for EU Regulations the Decree implementing EU Regulations on Financial Markets (Besluit uitvoering EU-verordeningen financiële markten).

Breaching regulatory obligations under the EU Securitisation Regulation can result in an administrative fine of the third category under the Dutch Decree on Administrative Sanctions in the Financial Sector (Besluit bestuurlijke boetes financiële sector), which under normal circumstances can be anything up to EUR 5,000,000. Depending on the severity of the norm that is violated, the FSA also provides for an administrative fine of a maximum of ten percent of the total group revenue which could be higher than the EUR 5,000,000 fine.

There are no restrictions under Dutch law as to the legal form of a securitisation SPV. Pursuant to the FSA, an SPV in a securitisation transaction could be considered a “credit institution” (kredietinstelling) (as it may obtain repayable funds from the public and grant credit for its own account) and would therefore be required to hold a banking licence. However, the FSA provides that if an SPV meets certain requirements, it will not be regarded as a credit institution and, therefore, will not be required to hold a Dutch banking licence. The definition of “credit institution” in the FSA must be interpreted in light of the definition of “credit institution” under Regulation (EU) 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (“CRR“).

In order for an SPV not to qualify as requiring a banking licence under the FSA and CRR, it must take adequate measures to ensure that it attracts repayable funds solely from parties that do not qualify as “the public.” As of yet, there is no European guidance as to what constitutes “the public”. According to the Dutch legislator’s explanatory notes for the act implementing the CRR in the Netherlands (and amending the FSA), until such guidance becomes available, the “old” (pre-CRR) regime still applies. In practice, this means that no funds are “attracted from the public” when the funds are taken solely from “professional market parties” and/or persons or entities within a “restricted circle.” The term “professional market party” is defined in the FSA and further regulations pursuant to the FSA. The definition includes credit institutions, investment firms, financial institutions, insurance companies, collective investment schemes and their management companies, pension funds and their management companies, and commodity futures dealers. However, there are also less common categories of professional market parties, such as entities that have a credit rating (either on the entity itself or on any series of its issued securities). Persons or entities purchasing debt instruments of at least EUR 100,000 qualify as professional market parties irrespective of their status and location. In most securitisation transactions, notes issued by an SPV or loans obtained by an SPV can only be acquired and transferred in minimum denominations or participations of EUR 100,000 (or its foreign currency equivalent), thus ensuring that the noteholder qualifies as a “professional market party.” In addition, the SPV can take measures against non-professional market parties purchasing their notes, for example, by imposing extensive selling/transfer restrictions in respect of the notes/loans and, in respect of notes only, by including legends on the notes that are denominated in amounts of less than EUR 100,000, stating that investors must qualify as professional market parties under the FSA. These precautions allow an SPV to issue notes (in denominations of at least EUR 100,000) in the Netherlands, without being at risk of becoming subject to any Dutch banking licence requirements.

A prospectus approved by the AFM or a financial regulator of another Member State and passported into the Netherlands (if applicable) is generally required for the offering of notes to Dutch investors in the Netherlands. An approved prospectus is not needed in the event that notes are offered to Dutch “qualified investors.”

By acquiring Dutch consumer credit receivables or residential mortgage loan receivables, the SPV is deemed to provide consumer credit. Pursuant to article 2:60 FSA, a licence is required for granting consumer credit. An exemption is available for the SPV if the SPV outsources the servicing of the consumer credit receivables and the administration thereof to an entity that is adequately licensed under the FSA. Typically, a servicing contract is entered into by the SPV and the original lender (which would hold the relevant licence). However, a third party can also be appointed to act as a licensed servicer.

Private leases to Dutch lessees are currently not considered to be consumer credit and therefore neither the originator nor the SPV of such receivables is required to hold a consumer credit licence. However, there are discussions about this topic on EU level, which means this could change in the future.

A Dutch SPV is typically set up in the form of a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid — B.V.). With respect to securitisation transactions, it is common practice to use an “orphan structure” where a foundation (stichting) is the holder of all shares in the B.V. A foundation does not have any shareholders or members and can be set up in one day and a B.V. can generally be incorporated in a matter of days with a minimum capital of EUR 0.01. Additionally, certain provisions are usually built into the transaction documentation to ensure that claims of creditors are limited in recourse to the SPV’s assets and that none of the secured creditors are able to bring claims against the SPV or petition its insolvency, resulting in the SPV being protected against insolvency.

The key forms of credit support in the Netherlands are: (i) subordination, (ii) overcollateralisation, and (iii) reserves.

1. Credit support can be provided to one or more senior tranches of debt of the SPV by subordinating one or more junior tranches to such senior tranches. As opposed to losses being allocated to all tranches, such losses will first be absorbed by the subordinated tranches. As a result, the chance of repayment in full of the senior tranches is increased. Because of this risk allocation, interest on higher ranking tranches is generally lower than the interest received on lower ranking tranches.
2. Overcollateralisation means that the value of the assets which the originator transfers to the SPV is greater than the consideration paid by the SPV for such assets (and therefore greater than the value of the securities issues by the SPV to investors). As the asset value is greater than the consideration paid, there is a buffer against defaults under the cash flows received from the assets.
3. A SPV typically generates a surplus, a part of which is normally retained by the SPV as a reserve. Sometimes a reserve is funded by a transaction party. The amount of the reserve is generally calculated as a percentage of the amounts due by the SPV to its investors and include a minimum (absolute) amount to be retained by the SPV. Over time, if certain thresholds are met, such reserve can be released.

A securitisation transaction will typically include a combination of the key forms mentioned above.

Under Dutch law, assignment of legal title to receivables can be effectuated by means of a notarial deed of assignment or a private deed of assignment and a notification to the debtor (openbare cessie). Assignment of legal title can also be effectuated by means of a notarial deed of assignment or a private deed of assignment that is registered with the Dutch tax authorities, in each case without notification of the assignment to the debtors being required (stille cessie).

A separate requirement applies to the transfer of consumer credit receivables. Pursuant to Dutch law, an assignment by a lender of its rights under a consumer credit agreement has to be notified to the consumer, except where the original lender remains the servicer of the receivable. This notification requirement, however, does not apply to loan receivables secured by a mortgage. In most securitisation transactions, legal title is assigned through a deed of assignment that is registered with the Dutch tax authorities.

Furthermore, the transaction documents typically provide that the assignment of the receivables is not notified to the debtors except where certain events occur. Until notification of the assignment to the debtor, the debtor can only validly discharge its obligations (bevrijdend betalen) by making payments to the assignor (i.e., the Originator). However, upon notification, the debtor can only validly discharge its obligations by paying the assignee (i.e., the SPV). The notification may be given verbally, in writing or in any other form and can even take place after the bankruptcy of the assignor.

It is important to note that parties must intend to achieve and in fact effectuate a true sale of the assets by both transferring the legal title to and the economic interest in the assets. However, Dutch law does not expressly arrange for a legal framework with respect to true sale.

The transfer of assets is subject to and limited by the provisions of any applicable bankruptcy, insolvency, reorganisation or moratorium laws and other laws of general application relating to or affecting generally the enforcement of creditors’ rights and remedies (including the doctrine of creditors’ prejudice (Actio Pauliana) within the meaning of article 3:45 DCC and/or article 42 et. sec. Dutch Bankruptcy Act).

Article 3:45(1) DCC provides that – where a debtor entered into a transaction without being legally obliged to do so, and such debtor knew or should have known that the possibilities for one or more of its creditors to seek recourse against its assets would be negatively affected by such transaction, a creditor whose possibilities to recover its claim have been prejudiced has the right to invoke the nullity of such transaction if certain conditions are met (Actio Pauliana). Pursuant to certain provisions of the Dutch Bankruptcy Act (Faillissementswet), a bankruptcy trustee can exercise the right to invoke the nullity on behalf of the bankrupt’s estate in similar situations.

Pursuant to article 47 of the Dutch Bankruptcy Act (Faillissementswet) a payment – in the face of bankruptcy – of a claim that is due and payable by the debtor of such claim can be voided by bankruptcy trustee of such debtor, provided that the bankruptcy trustee proves (i) that the creditor of such claim knew that the petition for bankruptcy of the debtor was filed at the moment of payment or (ii) that the debtor of such claim intentionally agreed to grant the creditor a benefit over all other creditors.

As for other EU countries, the General Data Protection Regulation (Algemene verordening gegevensbescherming) (“GDPR“) applies in the Netherlands. This regulation has been implemented pursuant to the GDPR Implementation Act (Uitvoeringswet AVG). Therefore, largely similar data protection and confidentially measures apply in all member states in general.

Yes, the conduct of credit rating agencies is regulated by Regulation (EU) No 462/2013 of the European Parliament and of the Council of 21 May 2013 amending Regulation (EC) No 1060/2009 on credit rating agencies.

The tax issues set out below refer to a typical “orphan” structure comprising an SPV in the form of a Dutch B.V. that is wholly owned by a Dutch foundation.

Corporate income tax

A foundation is only subject to Dutch corporate income tax if and to the extent that it carries on a business enterprise. A foundation that only performs activities as a shareholder will generally not be considered to be carrying on a business enterprise.

Therefore, a foundation established and operating with the sole purpose of holding shares in an SPV will generally not be subject to Dutch corporate income tax.

A B.V. is subject to Dutch corporate income tax by virtue of its legal form. This means that all of the income of the B.V. is, in principle, taxable at the statutory Dutch corporate income tax rates. Under the current corporate tax rates, the first EUR 200,000 of profits are subject to tax at the rate of 19% and profits that exceed EUR 200,000 are subject to tax at the rate of 25.8% in 2023. Typically, the difference between the income from the receivables that it holds and the expenses on the notes issued by the SPV should be such that only a minimal taxable margin is left in the SPV itself. For the tax deductibility of the SPV’s expenses, it is important that the SPV’s income should qualify as interest (or equivalent) derived from a loan (or equivalent). Besides ordinary interest income on a loan, this can for example also include financial lease income.

Withholding tax on received interest

Subject to the possible application of beneficial ownership or (other) anti-abuse rules in the jurisdiction of the obligor of the receivable, interest paid to the SPV will often be (i) exempt from withholding tax in the country where the obligor of the receivable is resident in, or (ii) subject to a significantly reduced withholding tax rate by virtue of a double tax treaty concluded between the Netherlands and the obligor country. These exemptions and reductions render the Netherlands particularly attractive as a jurisdiction for securitisation SPVs. Tax treaties are in place between the Netherlands and over 90 jurisdictions. The Dutch treaty network is regularly expanded by ongoing negotiations with jurisdictions around the world. If the interest received by the SPV has been subject to withholding tax, the withholding tax should be creditable against the Dutch corporate income tax, provided that the interest is included in the SPV’s taxable base.

Interest expenses

Generally, interest paid by the SPV to its creditors, which are normally third parties, should not be subject to Dutch withholding tax on interest. However, for completeness, the following should be considered.

On 1 January 2021, the Dutch government introduced the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021 — “DWT“). The DWT introduces a withholding tax at a tax rate of 25.8% (2023) on interest and royalty payments by a Dutch resident entity to a recipient that is not an individual that is (deemed to be) affiliated and where the situation is (deemed to be) abusive. For the purposes of the DWT, the SPV and the recipient (i.e., the SPV’s creditors) are considered affiliated (gelieerd) if, in short, either the SPV or the recipient (or a group of investors acting in concert in which the SPV or the recipient is part of) owns a direct or indirect controlling interest in the other. Furthermore, the situation is (deemed to be) abusive if the recipient is considered to be resident in a jurisdiction that is listed in the annually updated Dutch regulation on low-taxing states (generally a statutory tax rate on business profits of less than 9%) and/or the EU list of non-cooperative jurisdictions for tax purposes. [1] In general, no Dutch withholding tax should apply on the interest paid by the SPV since it is likely to be paid to unaffiliated creditors (and even if they are deemed affiliated, Dutch withholding tax should still not apply unless the situation is deemed to be abuse). For listed notes, it can be difficult to establish with certainty whether a noteholder may be deemed affiliated (or whether the situation may be abusive), which could create risks if an SPV fails to withhold tax on interest payments and it is later determined (in accordance with the foregoing) that withholding tax should have applied. The SPV may not be able to reclaim such amounts from the noteholder that was deemed affiliated.

The above should not apply in normal situations where the SPV is owned by a foundation and none of the SPV’s creditors exercise control over the SPV or (indirectly) participate in the profits of the SPV.

Furthermore, while not relevant in most cases for securitisations, interest payable on a debt instrument issued by the SPV may become subject to a 15% dividend withholding tax if the debt instrument is to be treated as equity for Dutch tax purposes. This is typically not the case where the debt instrument has a maturity date of less than 50 years and the note documentation provides for an “at arm’s length” interest that is not profit dependent. For completeness, the Dutch government has proposed draft legislation that would (if adopted) introduce an additional 25.8% dividend withholding tax. This new dividend withholding tax also only applies in the unlikely event that the receivable owned by a creditor of the SPV is treated as equity for Dutch tax purposes (see above criteria). Furthermore, it would only apply under the same criteria as the aforementioned interest withholding tax (i.e., where the creditor is deemed affiliated and the situation is deemed abusive). Therefore, this new proposal is unlikely to be relevant for a typical securitisation SPV.

Other taxes

The transfer of Dutch commercial real estate or real estate-related rights may be subject to Dutch transfer tax. This is particularly relevant for mortgage-backed securities transactions. The rate is generally 2% for residential real estate that is acquired by a person who will occupy the real estate and 10.4% for other real estate in 2023.

[1] The countries currently (as per 1 January 2023) on the list are: Anguilla, Bahamas, Bahrein, Barbados, Bermuda, British Virgin Islands, Guernsey, Isle of Man, Jersey, Cayman Islands, Turkmenistan, Turks & Caicos Islands, Vanuatu, United Arab Emirates, US Virgin Islands, American Samoa, Fiji, Guam, Palau, Panama, Samoa and Trinidad & Tobago. It is currently reported that Russia will likely be added to this list and that the position of Qatar is still being evaluated.

There are no specific restrictions in the Netherlands relating to cross-border transactions. The Netherlands has proven to be a stable jurisdiction with a solid and reliable framework and a well-known legal network within the EU securitisation market.

Currently, we still see securitisation transactions in the Netherlands using IBOR rates. However, the transaction documentation generally includes IBOR replacement provisions and Prospectus explicitly include the risk factors related to the transitioning from one benchmark to another.

As far as we are aware, actual replacements have not yet taken place in public Dutch securitisation transactions.

The Dutch legal and regulatory framework for securitisations is very well suited for market participants, being a favourable and sophisticated framework. With regards to the regulatory regime, the Dutch framework closely follows the EU Securitisation Regulation and other related directives and regulations, such as the MiFID II, CRR and AIFMD, making it a reliable framework.

In June 2020, a temporary reporting and disclosure framework for Covid-19 was put in place based on guidelines issued by the European Banking Authority (“EBA“). This framework was originally intended to be in effect for 18 months. However, on 17 January 2022, the EBA announced that the reporting and disclosure requirements related to Covid-19 would continue to be in place for an additional year in order to continue monitoring exposures and credit quality of loans that received public support. The EBA also stated that it would continue to monitor developments and re-evaluate the application of these guidelines on an annual basis. Due to the decreasing relevance of the public support measures and the EBA’s proportional approach to reporting, the EBA has decided to repeal these guidelines effective 1 January 2023.

Please see our answer to paragraph 17 above.