AFM Market Watch: Transparency Around Pre-Close Calls Remains Necessary

MARCH 2026 SUPERVISION MARKETWATCH #14

1. Introduction Pre-close calls are meetings or calls between an issuer and investors or analysts. These calls usually take place just before the “quiet period”, the run-up to the publication of financial results when issuers typically do not share any additional information. The aim of pre-close calls is to ensure that analysts’ estimates reflect all relevant, previously disclosed information before they finalise estimates for the upcoming period. These calls should rely exclusively on public information and serve only to clarify existing disclosures. Figure 1 Regular analyst and investor engagement is an ongoing interaction to build trust, transparency, and align market perception with company performance. Pre-close calls are meetings or calls between an issuer and investors and analysts prior to a quiet period. The quiet period is the run-up to the publication of the financial results. Issuers do not share any additional information. Regular analyst and investor engagement Preparation for financial results Quiet period Q1 Publication of financial results i Pre-close calls Source: AFM 1 Eva Schram and Kim Bergsma, “Smoezelbijeenkomsten’ tussen bedrijven en analisten blijven beleggers storen,” Het Financieele Dagblad, 17 July 2025. 2 Kim Bergsma and Eva Schram, “Omstreden voorgesprekken AEX-fondsen en analisten creëren ‘ongelijk speelveld’,” Het Financieele Dagblad, 14 October 2024. 3 BNR Webredactie, “VEB vreest ongelijk speelveld door ‘voorgesprekken’ beursfondsen en analisten,” BNR, 15 October 2024. 4 Kim Bergsma and Eva Schram, “Omstreden? Voorgesprekken van beursfondsen met analisten juist cruciaal voor transparantie,” Het Financieele Dagblad, 11 February 2025. Pre-close calls have attracted media attention in recent years, with reports of sharp share price movements shortly afterwards, fuelling debate about their market impact.1,2 Retail investor representatives, such as the Dutch retail investors’ association (VEB), have voiced concerns that these calls may subtly shape expectations beyond what is publicly available, potentially creating an uneven playing field.3 On the other hand, corporate representatives, including the Dutch Association for Investor Relations (NEVIR), argue that pre-close calls are a legitimate tool to align expectations and reduce volatility around financial results announcements.4 Pre-Close Calls In short This Market Watch focuses on the use of pre-close calls in the Netherlands and the associated risks under the Market Abuse Regulation (MAR). Based on an AFM survey, a subset of issuers conducts pre-close calls, typically to ensure analyst estimates correctly reflect previously disclosed information. Quantitative analyses indicate that pre-close calls are not neutral events: on average, call days are associated with modest but statistically significant increases in short-term volatility and trading activity. Against this background, this publication outlines ESMA’s 2024 good practices and encourages issuers to critically review their own procedures to strengthen transparency and equal access to information.

Pre-Close Calls 2 SUPERVISION MARKETWATCH #14 Pre-close calls are typically held one-to-one or with a small group. As with any private contact between an issuer and investors or analysts, they can raise concerns about information asymmetries. Even though issuers may seek to discuss only public information, a risk of unintended disclosure of inside information exists. A subtle nuance or confirmation may be taken as new information, shaping expectations and trading behaviour. European regulators have also taken note. ESMA (the European Securities and Markets Authority) issued a statement in May 2024 reminding issuers of their obligations under the Market Abuse Regulation (MAR)5 and outlining good practices for information sharing. This edition of the Market Watch provides issuers, analysts and investors with practical insights into how pre-close calls are used in the Netherlands, what risks they may pose under MAR and how the ESMA good practices are shaping current approaches. The AFM also examined the potential market impact of pre-close calls among Dutch listed companies. Our analysis encourages issuers to critically review their own practices and underlines the importance of transparency and equal access to information for all market participants. 5 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation or MAR). 2. Legal framework Issuers are required to comply with MAR. The AFM emphasises that when information is precise, non-public, relates directly or indirectly to one or more issuers or to one or more financial instruments and would likely significantly affect a financial instrument’s price or the price of a related derivative, it qualifies as inside information under Article 7(1) MAR. According to Article 17(1) MAR, inside information which directly concerns issuers must be made public as soon as possible. If inside information is nevertheless disclosed unintentionally, for instance during a pre-close call, Article 17(8) MAR applies. This provision requires the issuer to make the information public promptly in order to restore equal access for all market participants. At the same time, Article 14 MAR prohibits recipients of inside information from engaging or attempting to engage in insider dealing or passing the inside information on to others until the information has been made public.

Pre-Close Calls 3 SUPERVISION MARKETWATCH #14 3. ESMA good practices In May 2024, ESMA published a statement with good practices around pre-close calls: “ESMA reminds on rules for sharing information during pre-close calls.”6 To support issuers in managing the risks of pre-close calls, ESMA has set out several recommendations: • Assessing the information in advance of the pre-close call thoroughly, ensuring that no inside information is disclosed. • Publicly announcing the upcoming pre-close call with sufficient notice, for instance on the issuer’s website, highlighting details, timing, place, topics and intended participants. • Publishing the materials used during pre-close calls, such as slides or notes, simultaneously on the issuer’s website. • Recording the pre-close calls and submitting these recordings to regulatory authorities upon request. • Keeping records of information disclosed during pre-close calls and publishing such records on the issuer’s website, to permit access to those records by the public at large. The AFM acknowledges the ESMA good practices and encourages issuers to abide by them and to continue to reduce the risk of unlawful disclosure of inside information. 6 European Securities and Markets Authority (ESMA), “Statement on Pre-Close Calls,” ESMA74-1103241886-945, 29 May 2024. ESMA reminds on rules for sharing information during pre-close calls 7 Note: it is possible that issuers have not responded to the survey but do in fact organise pre-close calls. They are not included in the numbers in this paragraph. 4. Survey insights In November 2025, the AFM sent out a short voluntary survey to assess how often pre-close calls occur in the Netherlands and how ESMA’s good practices are shaping current approaches. The survey was sent to 85 issuers listed on Euronext Amsterdam: 75 issuers in the three main Dutch indices (AEX (30), AMX (25) and the Next 20 Index), plus the 10 largest issuers by market capitalisation outside these indices. The survey covered the period from 2023 to the third quarter of 2025. The AFM received 49 responses, which is a much appreciated, relatively high response rate of 58% for a voluntary survey. In addition, seven issuers responded that they were unable to complete the survey for various reasons.7 All 49 participating issuers answered that they were familiar with the ESMA good practices. Thirteen companies (27% of respondents) indicated that they changed their policy after the publication of the ESMA good practices in May 2024. The rest did not change their policy or do not have a specific policy because they do not hold pre-close calls. Sixteen out of 49 issuers (33%) answered that they had held a pre-close call prior to relevant quarterly earnings reports. Figure 2 Yes 33% No 67% % of respondents conducting pre-close calls Source: AFM

Pre-Close Calls 4 SUPERVISION MARKETWATCH #14 Three issuers stopped organising pre-close calls after the ESMA good practices were published. One issuer started organising pre-close calls after the ESMA publication, whereas another issuer switched from individual calls to group calls. Twelve of these 16 issuers (75%) held individual pre-close calls; the other four conducted group calls. According to the answers from the survey, the goal of a pre-close call is to touch base with analysts and to make sure that all the latest externally disclosed information has been acknowledged. One respondent indicated: “Given the, sometimes, small number of analysts contributing to the consensus, any incorrect assumption, omission or misunderstanding can materially distort expectations and lead to an unintended ‘earnings surprise’ and share price volatility.” Eight issuers (16% of respondents) publish a statement or note ahead of their quiet period (regardless of whether they conduct pre-close calls). Issuers take different approaches: some publish a brief aide￾mémoire on their website containing information that is already public, while others release an update note that may also include recent guidance for the upcoming quarter. Such notes can be a useful way to share information that is made available to all investors and stakeholders at the same time. Figure 3 Yes 16% No 84% % of issuers publishing a statement or note ahead of their quiet period Source: AFM The AFM also asked issuers if they conduct a thorough assessment of the information they intend to disclose. All respondents (100%) confirmed that they do so. Pre-close calls, however, are not always announced in advance: only five out of 16 issuers (31%) publish the agenda for their upcoming pre-close calls. One respondent indicated: “Given the increased volatility being created by sell-side brokers and hedge funds during this period of the quarter, we did change our process to apply the four-eyes principle in our bilateral engagements.”

Pre-Close Calls 5 SUPERVISION MARKETWATCH #14 5. Quantitative assessment In addition to the survey findings, the AFM carried out two quantitative assessments to gain further insight into how markets behave around pre-close calls in the Dutch stock market. The analysis covers 16 issuers that organised pre-close calls according to the survey, with a total of 104 pre-close calls held between January 2023 and October 2025. Where issuers reported multiple pre-close calls within a single reporting period, only the earliest call was included in the analysis to avoid overlap in the same period. Market behaviour is examined by comparing the day of the call with the 42 trading days preceding the pre-close call.8 5.1 Few extreme market movements The first analysis followed an approach similar to that used by the Federal Financial Supervisory Authority (BaFin) in 2024.9 BaFin conducted an empirical analysis of pre-close calls and subsequent market behaviour and found no systematic evidence of abnormal volatility, while acknowledging the need for vigilance. Using a comparable method, the AFM examined whether pre-close calls coincided with large price movements or volumes. For this purpose, ratios were constructed comparing share price volatility and trading volume in the period before a pre-close call with those observed on the day of the call itself. A ratio of one indicates that market behaviour on the call day is in line with typical daily movements; a ratio below one indicates lower-than-average activity, while a ratio above one indicates higher-than-average activity. 8 Robustness checks also take two subsequent days into account to allow for the possibility of trading responses that do not materialise immediately. However, most of the effect materia￾lises on the day of the pre-close call itself. 9 BaFin, “Effects of pre-close calls,” Fachartikel, 27 June 2025. Effects of pre-close calls The distribution of these ratios for volatility and volume shows that, for most pre-close calls, price movements and trading volumes on the day of the call remain close to normal levels, with average ratios only slightly above one. Only a small minority of calls coincide with clearly elevated activity. Overall, no systematic pattern of extreme market movements around pre-close calls is observed. These findings are broadly in line with earlier observations reported by BaFin.

Pre-Close Calls 6 SUPERVISION MARKETWATCH #14 Figure 4: Pre-close call days show modestly higher activity than baseline (ratio=1). The volatility ratio is calculated as the share price volatility on the day of the pre-close call divided by the average volatility in the 42 days prior to the pre-close call. Similarly, the volume ratio is calculated as the volume on the day of the pre-close call divided by the average volume in the 42 days prior to the pre-close call. The plots show the volatility and volume ratios for the 104 pre-close call events. A ratio close to one implies that volatility (or volume) on the day of the call is in line with typical daily movements. A ratio below one indicates lower-than-average activity, while a ratio above one indicates higher-than-average activity. The average ratio is slightly above one for volatility (1.1) and volume (1.18), suggesting a small increase in activity on the day of the pre-close call. Only a minority of the ratios are above two, suggesting large movements in either volatility or volume. Distribution of volume ratios before and during pre-close call days. Each dot represents one ratio (n=104). 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 Ratio Lower-than￾average activity Higher-than￾average activity Average ratio: 1.18 Distribution of volatility ratios before and during pre-close call days. Each dot represents one ratio (n=104). 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 Ratio Lower-than￾average activity Higher-than￾average activity Average ratio: 1.10 Source: AFM

Pre-Close Calls 7 SUPERVISION MARKETWATCH #14 5.2 Significant price and volume responses In a second step, the AFM conducted a more structured statistical analysis to quantify market responses to pre-close calls. This assessment compared issuers that organise pre-close calls with issuers that do not, while also benchmarking these effects against other information events, such as press releases under Article 17 MAR and quarterly earnings announcements.10 The results reveal a clear pattern: on the day of a pre-close call, trading activity and short-term volatility are statistically significantly higher than on comparable non-call days. On average, trading volume is 13% higher and share price volatility is 12% higher. These effects are substantially smaller than the market response associated with quarterly earnings announcements, on which days volatility is 116% higher and trading volume is 170% higher on average. However, pre-close calls are comparable in magnitude to Article 17 MAR press release days, which are associated with 14% higher volatility and 15% higher trading volume on average. This underscores the fact that pre￾close calls are not neutral events. All in all, the analysis suggests that market behaviour on days with pre￾close calls differs from that on regular trading days, primarily through heightened trading activity and short-term volatility. While the overall impact remains modest, these findings highlight the sensitivity of markets to analyst engagement during these calls. More broadly, and consistent with these results, the AFM observes that investor attention is often elevated around corporate communications. 10 Results are based on a stacked event study design in which each pre-close call is treated as a separate event. Event fixed effects are added, and standard errors are clustered at the event level. This is complemented with a staggered difference-in-difference approach comparing issuers with pre-close calls to the control group of issuers that do not organise such calls. Issuers (treatment and control) are matched in terms of market capitalisation. Figure 5 Volatility Volume Change in: 0 100 200 Pre-close calls MAR-17 Press releases Quarterly earnings announcements Compared to days without pre-close calls, press releases or announcements. Change (%) 12% 13% 14% 15% 116% 170% Source: AFM It is important to interpret these results with appropriate caution. Elevated trading volume or volatility around pre-close calls does not, in itself, imply insider trading or other forms of market abuse. Such patterns may reflect the way information is absorbed by the market, with pre-close calls serving as a setting in which analysts consolidate existing disclosures ahead of the reporting period. These findings underscore the importance of adhering to ESMA’s good practices for pre-close calls and complying with MAR in all interactions with stakeholders to prevent unlawful disclosure of inside information.

Pre-Close Calls 8 SUPERVISION MARKETWATCH #14 6. Conclusion According to the AFM survey, out of 49 respondents, 16 issuers in the Netherlands conduct pre-close calls. Issuers generally hold pre-close calls to ensure analysts have correctly understood publicly available information, to avoid surprises and volatility at later points in time. While these calls serve a legitimate purpose, their private nature requires issuers to exercise strict vigilance to avoid the disclosure of inside information. This is the same as in any contact with stakeholders. The AFM’s analysis shows that pre-close calls are not neutral events: they are associated with higher short-term share price volatility and trading activity. On average, share price volatility is approximately 12% higher on the day of the call compared to normal trading days, while trading volume is 13% higher. This effect, though much smaller in magnitude than on days of quarterly earnings reports, underscores that analyst attention during these calls can amplify market sensitivity and contribute to price fluctuations. All respondents are familiar with ESMA’s 2024 good practices. Several companies adjusted their approach, and a few decided to discontinue these calls altogether. The survey reveals that not all recommendations are consistently applied. Issuers do not always announce calls in advance or publish supporting materials. This increases the risk of unequal information distribution. These findings underscore the importance of adhering to ESMA’s good practices. Transparency measures, such as publishing agendas and materials, are essential in mitigating risks of unlawful disclosure of inside information. The AFM will continue to monitor these practices closely and assess any signals of potential breaches of market abuse rules on a case-by-case basis, to promote fair and transparent financial markets.