Continuing obligations of stock exchange listed companies

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1. General

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2. General provisions

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3. Continuing duty of disclosure etc.

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4. Financial reporting

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5. Procedures for publishing and filing information

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The rules on the procedures for publishing and filing information correspond to the provisions in Section 5-12 of the Securities Trading Act and in Section 5-9 of the Securities Trading Regulations.

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6. Duty to notify transactions in the company’s own shares

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7. Corporate governance report

(1) The company must provide a report on the company’s corporate governance in the directors’ report or in a document that is referred to in the directors’ report. The report must cover every section of the Code of Practice. If the company does not fully comply with the Norwegian Code of Practice for Corporate Governance, the company must provide an explanation of the reason for the deviation and what alternative solution it has selected.

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These provisions are equivalent to Section 1, second paragraph, of the Norwegian Code of Practice for Corporate Governance. The current version of the Norwegian Code of Practice for Corporate Governance is available at http://nues.no/english/.

A Norwegian company with a secondary listing may prepare its corporate governance report in accordance with an equivalent code of practice applicable in its primary market. If there is no such code of practice or if the company does not use such code of practice, the report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance.

Foreign companies:

A company with a primary listing and Norway as its home state or host state may prepare its corporate governance report in accordance with an equivalent code of practice applicable in the state where it is registered. If there is no such code of practice applicable or if the company does not use such code of practice, the report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance. See section 13.2.1.3, first paragraph, and section 13.2.2, fifth paragraph respectively.

A company with a secondary listing and Norway as its home or host state may prepare its corporate governance report in accordance with an equivalent code of practice applicable in the state where it is registered or in its primary market. If there is no such code of practice or if the company does not use such code of practice, the report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance. See section 13.3.2.3, first paragraph, and section 13.3.3.3, fifth paragraph respectively.

(2) The company must ensure that the following information is included in the report provided pursuant to the first paragraph:

  1. A statement of the code of practice and regulatory framework on corporate governance to which the company is subject, or with which it has elected to comply,
  2. Information on where the code of practice and regulatory framework mentioned in (a) is publicly available,
  3. A description of the main elements of the company’s internal control and risk management systems associated with the financial reporting process, and where the entity that is required to prepare accounts also prepares consolidated accounts, the description must include the main elements of the group’s internal control and risk management systems associated with the financial reporting process,
  4. An account of any provisions in the articles of association that completely or partially extend or depart from the provisions stipulated in Chapter 5 of the Public Limited Companies Act,
  5. The composition of the board of directors, the corporate assembly, the committee of representatives and the control committee, and of any committees of such corporate bodies, and a description of the main elements in the prevailing instructions and guidelines for the work of these corporate bodies and of any committees thereof,
  6. The provisions of the articles of association that regulate the appointment and replacement of members of the board of directors,
  7. An account of any provisions in the articles of association or authorisations that allow the board to decide that the company is to repurchase or issue its own shares or its own equity certificates.
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The provisions set out in this paragraph are equivalent to Section 3-3 b of the Accounting Act.

A Norwegian company with a secondary listing and a foreign company with a secondary listing and Norway as its home state must include the information stipulated in the second paragraph in its corporate governance report. See section 13.3.1 and section 13.3.2.3, first paragraph, respectively.

A company from a country outside the EEA with a primary or secondary listing and Norway as its home state may apply for an exemption from the second paragraph, on certain conditions, if it is subject to equivalent requirements; additional information is provided in section 13.2.1.3, second paragraph, and section 13.3.2.3, second paragraph, respectively.

A company with a primary or secondary listing and Norway as its host state is exempt from the second paragraph because equivalent rules apply in its home state. See section 13.2.2, second paragraph, and section 13.3.3, second paragraph, respectively.

(3) If the report mentioned in the first paragraph is made available in a document that is referred to in the annual report, this document must be publicly disclosed in full no later than at the same time as the annual report is publicly disclosed.

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Reports in electronic format published on the company’s website satisfy the requirement set out in the third paragraph.

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8. Prospectus

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9. Takeover bids

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Foreign companies: Section 9 shall apply to a foreign company to the extent required by Chapter 6 III of the Securities Trading Regulations.

(1) In the event of a takeover bid pursuant to Chapter 6 of the Securities Trading Act, the company shall inform its employees in accordance with Section 6-8, second paragraph and Section 6-14, third paragraph, of the Securities Trading Act, cf. Section 6-19, first paragraph.

(2) If the company has been informed that a takeover bid is to be made pursuant to Section 6-1, Section 6-2, second paragraph, or Section 6-6 of the Securities Trading Act, then until the offer period has expired and the result of the bid is known, neither the board of directors nor the executive management may make any decisions in regard to the matters mentioned in Section 6-17, first paragraph of the Securities Trading Act, cf. Securities Trading Act, Section 6-17, second to fifth paragraphs.

(3) When a bid is made pursuant to the rules on mandatory bids, the board of directors shall produce and make public a statement in accordance with Section 6-16 of the Securities Trading Act.

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There are two situations in which the takeover supervisory authority has to decide who should issue the statement, cf. Securities Trading Act, Section 6-16, fourth paragraph. This is the case when (i) a bid has been made by someone who is a member of the board of the company, or (ii) the bid has been made in concert with the board of the company. In such situations, the company should contact the Legal Department of Oslo Børs at the earliest possible time, preferably before the offer is announced, in order to decide who will issue a statement on the offer. Oslo Børs, in its capacity as the takeover supervisory authority, will decide who will issue the statement following consultation with the company's board or its representatives, cf. section 6-16, fourth paragraph.

Whether a bid is deemed to have been made in concert with the board of the company will depend on the facts of the situation. A practical example would be a situation where the target company and the offeror have entered into an agreement in respect of the offer that includes elements that may raise the question of whether the board of directors has a conflict of interest in evaluating the offer, and examples of such elements may be that the target company has agreed to pay compensation to the offeror if the takeover does not take place, undertakings in respect of exclusivity, undertakings in respect of future appointments for members of the board etc.

If Oslo Børs decides that the statement should be made by someone other than the board, then any other statements that the board may make about the offer should clearly state that an independent statement will be issued in accordance with the requirements of the Securities Trading Act, Section 6-16, including the deadline for such a statement to be made public, cf. Securities Trading Act, Section 6-16, third paragraph. This will apply to any statements the board may make that are included in the offer document, and any announcements that are made public about the offer.

The party that issues the statement on the offer must have the appropriate technical expertise and must not have any business relationships with the offeror that might cause any questions over whether the party has a conflict of interest or a financial interest in the offer (for example a fee based on the outcome).

If the offer is made by one or more members of the board of the company, Oslo Børs may decide that the other members of the board can be selected to issue the statement about the offer. This may also be the case if there are too few members of the board not affected by conflict of interest for the board to pass a valid resolution. It should be stressed that in such a situation the statement is not issued by the board as a corporate body. In connection with the statement, information shall also be given about the views, if any, of the board members in their capacity as shareholders, cf. Securities Trading Act, Section 6-16, first paragraph. This also applies to the members of the board who are deemed to be affected by conflict of interest and can therefore not be involved in the other aspects of the statement.

In a situation where material terms and conditions of the offer change after the offer has been made, it may be decided that a new statement must be issued on the amended offer in accordance with the requirements of the Securities Trading Act, Section 6-16.

Reference is made to Section 14, fourth paragraph, of the Norwegian Code of Practice for Corporate Governance, which recommends that in general the Board of Directors should arrange a valuation by an independent expert if an offer is made for the company's shares. As the takeover supervisory authority, Oslo Børs has gathered together all relevant information on takeover bids on its website.

(4) The company is obliged to facilitate the dispatch of the offer document.

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10. The general meeting of the company etc.

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11. Carrying out corporate actions

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12. Continuation of a stock exchange listing in the event of merger, demerger and other material changes

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13. Foreign companies and Norwegian companies with a secondary listing

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14. Price quotation

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15. Delisting and sanctions

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16. Administration by Oslo Børs

(1) Chapters III, IV, V, VI and VIII of the Public Administration Act, with the exception of Section 13, shall apply to decisions made by Oslo Børs in respect of deleting a company from listing (section 15.1, section 15.2), suspension (section 14.3), or imposing a daily fine (section 15.3) or violation charge (section 15.4), or decisions made pursuant to the Securities Trading Act Chapters 6, 7 and Section 21-4 (3).

(2) The documents relating to a matter as mentioned in the first paragraph are open to public inspection in accordance with the Freedom of Information Act of 19 May 2006 No. 16.

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17. Stock Exchange Appeals Committee

Decisions made by Oslo Børs as mentioned in section 16 can be appealed to the Stock Exchange Appeals Committee in accordance with the rules set out in Chapter 12 part II of the Securities Trading Act. This does not apply to a decision on a trading halt, cf. section 14.3 (3).

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The Stock Exchange Appeals Committee is the competent appeals body for decisions made by Oslo Børs pursuant to section 12-3 of the Securities Trading Regulations.

The Stock Exchange Appeals Committee is an independent appeals body that rules on decisions made by Oslo Børs pursuant to the Securities Trading Act. The Stock Exchange Appeals Committee’s members are appointed by the Ministry of Finance. Listed companies, members of Oslo Børs, and investors will typically have the right to submit an appeal to the committee. It is not possible to contest before the courts a decision that may be brought before the Stock Exchange Appeals Committee before the right of appeal to the Appeals Committee has been exercised.

The Stock Exchange Appeals Committee’s activities are regulated in sections 12-11 to 12-13 of the Securities Trading Act.

Oslo Børs has ruled that the Stock Exchange Appeals Committee’s expenses in connection with its hearing of appeals shall be met by the losing party. Such expenses will consist of the expenses of remunerating the committee’s members and secretariat as well as other expenses incurred in connection with the appeal against the Oslo Børs decision (typically travel expenses etc.). Section 12-6 of the Securities Trading Regulations provides the legal basis for such expenses to be apportioned.

The Ministry of Finance determines the remuneration payable to the members of the Stock Exchange Appeals Committee.

It is to be noted that the reimbursement of expenses only relates to the Appeals Committee’s expenses and not to the internal costs incurred by Oslo Børs in connection with an appeal. Any liability for Oslo Børs’ expenses only arises in the event that the appellant loses its appeal.

Oslo Børs operates a restrictive system in respect of the requirement for expenses to be reimbursed such that the reimbursement of expenses by the appellant does not apply in the event that the appeal is upheld in all or some respects by the Appeals Committee.

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18. Duty of confidentiality and conflicts of interest

(1) The elected officers and employees of Oslo Børs are responsible for ensuring that persons not concerned can gain access to or knowledge of such matters relating to the business or personal affairs of third parties as they become aware of through their employment or appointment, save to the extent required by the Securities Trading Act or any other law. Those subject to this duty of confidentiality must not make use of any such information for business purposes or in connection with the purchase or sale of financial instruments. The provisions set out in Sections 13a to 13e of the Public Administration Act shall also apply.

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The provision is equivalent to section 11-13 (1) of the Securities Trading Act.

(2) This duty of confidentiality does not cease upon the termination of an individual’s appointment or employment.

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The provision is equivalent to section 11-13 (2) of the Securities Trading Act.

(3) The duty of confidentiality imposed by this section shall not cause any obstacle to information being provided to the supervisory authorities.

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The provision is equivalent to section 11-13 (3) of the Securities Trading Act.

(4) Officers and employees of Oslo Børs must not participate in considering or making decisions upon matters which are of particular import to their own interests or to the interests of any close associate where such interests may be assumed to lead to an apparent personal or financial interest in the matter. Moreover, no individual may take part in considering or making decisions upon matters that are of particular financial interest to any company, association or other public or private institution with which the individual is associated.

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The provision is equivalent to section 11-14 (1) of the Securities Trading Act.

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19. Fees

Stock exchange listed companies shall pay fees in accordance with the general business terms and conditions of Oslo Børs.

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A schedule of the fees applicable to companies with listed shares is available at https://www.oslobors.no/ob_eng/Oslo-Boers/Listing/Shares-equity-certificates-and-rights-to-shares/Oslo-Boers-fees.

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20. Coming into force and transitional rules

This version of the rules comes into force on 20 January 2020.

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Updated guidance to the provisions is incorporated on 20 January 2020.

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21. Changes

Changes to these rules will normally be binding on companies and Oslo Børs no earlier than one month after the changes have been notified and published. Oslo Børs shall consult companies and other interested parties before changes are announced save where such consultation is clearly unnecessary or impractical. The procedure for making changes to these rules may be waived where the changes are the result of legislation, regulation, legal ruling, administrative decision or in other special cases.

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Material changes to the commentaries will be made in accordance with the procedures for changes set out in this section.