Listing Rules for equities on Oslo Børs

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1. General

(1) These rules for the admission of shares to stock exchange listing (Listing Rules) were approved by Oslo Børs ASA on 30 November 2005 and amended on 6 March 2007, 10 September 2007, 30 November 2007, 15 December 2009, 19 March 2010, 8 February 2011, 15 June 2011, 23 May 2012, 29 November 2012, 30 May 2013, 10 December 2014, 9 December 2015 and 6 December 2016. The Listing Rules are supplemented by the Securities Trading Act on the continuing obligations of listed companies (Continuing Obligations). The rules are issued in accordance with Section 12-2, first paragraph, of The Securities Trading Act.

(2) The Listing Rules provide detailed provisions and clarifications in respect of the provisions of the Securities Trading Act and the Securities Trading Regulations as in force at any time. In the event of any conflict between the Stock Exchange Rules and legislation or regulations, the legislation or regulations in question shall prevail.

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The rules stipulate stand-alone regulations for admission to listing of shares, equity certificates, depository receipts and other financial instruments on Oslo Børs, in addition to repeating the most relevant provisions in laws and regulations. Where the provisions in laws and regulations are repeated, links have been included to the specific provisions. The objective is to allow issuers and other users to rely on one set of rules in their contact with Oslo Børs. The rules also include commentaries providing guidance and interpretation in respect of certain of the provisions. The commentaries largely reflect the contents of former Circulars issued by Oslo Børs. In the event of any conflict, the provisions shall take precedence over the commentaries. Any subsequent material changes to the commentaries will be adopted in accordance with the procedures set out in Section 13.

This document is a translation from the original Norwegian version. In the event of any discrepancies, the original Norwegian document will prevail.

(3) The Listing Rules apply to the admission of shares to listing on Oslo Børs (“stock exchange listing”). The Listing Rules apply to each class of share for which admission to listing is sought.

(4) The Listing Rules also apply to applications for the admission of equity certificates, depository receipts and other financial instruments with characteristics similar to shares to listing to the extent appropriate.

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Examples of other financial instruments that can have characteristics similar to shares include, among other things, units in trusts issued in accordance with a foreign country’s legislation.

(5) Where specifically stated, the Listing Rules also apply to the admission to listing of subscription rights to shares, including subscription rights to un-listed shares and equity certificates.

(6) Shares that are admitted to listing are also subject to the Continuing Obligations.

(7) Oslo Børs retains personal data in connection with the listing of shares, shares, equity certificates, depository receipts and other financial instruments. Oslo Børs' privacy policy describes the type of personal data that Oslo Børs processes and how it processes this information.

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2. Conditions for admission to listing

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3. Procedures for applying for listing

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4. Duty of disclosure from the time the application for listing is submitted

The rules on the duty of disclosure in Continuing Obligations Section 3.1.1 and Section 3.1.2, as well as Section 3.1.3, shall apply to the company from the time the application for stock exchange listing is submitted. The company will be allocated a ticker code and be given access to Oslo Børs NewsPoint.

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The rule derives from Section 5-1 of the Securities Trading Act.

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5. Processing of applications for admission to stock exchange listing

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6. Admission to listing

(1) A company’s shares may be admitted to listing when the decision of the Board of Oslo Børs approving the application for admission to stock exchange listing has been published and any conditions it may have imposed have been satisfied. The Board of Oslo Børs will normally state the latest date for listing to come into effect as part of its approval.

(2) In addition to the information required for the application for admission to listing, the following documentation must be received by Oslo Børs no later than 14.00 hours on the trading day immediately prior to the first day of listing:

  1. Current Certificate of Registration issued by the Norwegian Register of Business Enterprises.
  2. The International Securities Identification Number (ISIN) to be used for the shares by the Central Securities Depository.
  3. Information on the expected market value of the shares.
  4. Confirmation that the prospectus is approved, or a copy of the notification pursuant to Section 7-9, first paragraph, of the Securities Trading Act.
  5. Confirmation by the company that the prospectus has been, or will be, published in accordance with Section 7-19 of the Securities Trading Act, cf. Section 7.
  6. Confirmation that all the terms and conditions for listing have been satisfied. Evidence that the requirement for distribution of shareholdings has been achieved must be documented by submitting the allotment list or a printout from the Central Securities Depository. The allotment list must demonstrate that the distribution requirement has been satisfied by a good margin, and must be accompanied by confirmation that the allotment has been carried out through the settlement system no later than the trading day before the first day of listing.

(3) Oslo Børs may grant exemptions from the deadline in the second paragraph for specific items of documentation in special circumstances.

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7. Prospectus

(1) The listing prospectus must be prepared in accordance with Chapter 7 of the Securities Trading Act and related regulations, or be a prospectus prepared in accordance with the equivalent rules in another EEA member state that can be used cross-border in accordance with Section 7-9, first paragraph, of the Securities Trading Act.

(2) Section 8 of Continuing Obligations shall apply similarly to a prospectus produced in connection with an application for stock exchange listing.

(3) If a draft prospectus is sent to Finanstilsynet for inspection and approval prior to the submission of the application for admission to stock exchange listing, the draft prospectus must be sent at the same time to Oslo Børs (prospekter@oslobors.no).

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In accordance with Section 12-2, third paragraph, of the Securities Trading Act, Oslo Børs shall ensure that issuers of listed securities comply with their duties pursuant to the prospectus rules.

The presentation of the issuer in the prospectus may be material to the process for admission to listing carried out by Oslo Børs, and Oslo Børs may wish to express views on the way in which the initial share issue preceding the listing is carried out, and on the chapter in the prospectus providing details of the transaction. In accordance with Section 5.2, second paragraph, Oslo Børs has the right to require the production of such documents as it may consider necessary in connection with the process of admission to listing. This may, for example, apply to any subsequent draft of the prospectus. In accordance with the above, at the pre-listing meeting in respect of an application for the admission of shares to listing the issuer must provide information on the timetable for the preparation of the listing prospectus, cf. section 3.1, second paragraph, item 13.

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8. Admission to listing of rights to shares

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9. Specific requirements for the listing of foreign companies and secondary listing of Norwegian companies

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10. Duty of confidentiality and impartiality

(1) The officers, employees and auditor of the marketplace are responsible for ensuring that no other party 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 rule derives from Section 11-13, first paragraph, 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 rule derives from Section 11-13, second paragraph, 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 rule derives from Section 11-13, third paragraph, 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 rule derives from Section 11-14, first paragraph, of the Securities Trading Act.

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11. Fees payable

A company that applies for admission to stock exchange listing shall pay fees in accordance with the general terms and conditions of business of Oslo Børs.

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12. Coming into force and transitional rules

This version of the rules comes into force on 1 January 2019.

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Guidance to the provisions is incorporated on 1 January 2019.

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13. Changes to the rules

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 is not practical. The procedure for making changes to these rules may be waived where the changes are the result of legislation, regulation, judgement, 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.