Oslo Børs

The exchange and securities market is governed by a number of laws and regulations passed by public authorities. To facilitate efforts to locate the relevant legal provisions, we have compiled links to important laws and regulations within the stock exchange and securities area. Here you will also find circulars, decisions from Oslo Børs and the appeal board, and other relevant material.

Key provisions

The purpose of the Securities Trading Act is to lay the basis for secure, orderly and efficient trading in financial instruments. The Act contains general rules of conduct, such as:

Section 3-2 Definition of inside information
Section 3-3 Misuse of inside information
Section 3-8 Market manipulation
Section 3-14 Sales of financial instruments not owned by the seller

The Act also contains important provisions related to listed companies' obligations, such as duty of disclosure and equal treatment of shareholders:

Section 5-2 Content of the information requirement
Section 5-14. Equal treatment

Some investors also have notification requirements:

Section 4-2 Notification requirement for primary insiders
Section 4-3 Duty of confidentiality and due care in handling inside information

Acts

 Securities Trading Act (Finanstilsynet) 

 Norwegian Public Limited Liability Companies Act (pdf, 1 MB)

 Financial Institutions Act (Finanstilsynet)

 Securities Funds Act (Finanstilsynet)

Regulations

 Regulations to the Securities Trading Act (only available in Norwegian)

 Regulation on issue prices and notification requirement in connection with the issuance of bearer bonds, etc. (pdf, 70 kB)

In the Treaty of the European Economic Area Norway is obliged to implement all EU-regulation for the financial sector and have its regulation in complience with EU-standards as if the country was an EU-member itself. Directives, regulations and recommendations etc may therefore be a source to interpret and understand Norwegian regulations. Drafts and regulations in the pipeline may give indications to expected amendments in the Norwegian markets.

Directives are given an official translation to Norwegian prior to implementation, while other material may be in all EU-languages or only English.

EU directives and directive proposals

 The Prospectus Directive (2003/71/EC)

 Commission Regulation (2004/809/EC) implementing the Prospectus Directive

 Commission Regulation (2006/1787/EC) amending Commission Regulation (2004/809/EC)

 Commission Regulation (2007/211/EC) amending Commission Regulation (2004/809/EC)

 Commission Regulation (2002/1606/EC) regarding IAS

 Evaluation of IAS Regulation (2015)

 Commission Decision (2006/891/EC)

 Commission Regulation (2003/2273/EC) regarding exemptions for buy-back programmes and stabilisation of financial instruments

 The Admission Directive (2001/34/EC)

 The MiFID Directive (2004/39/EC)

 Commission Regulation (2006/1287/EC) implementing the MiFID Directive

 The MAD Directive (2003/6/EC)

 Commission Directive (2003/124/EC) implementing the MAD Directive

 Commission Directive (2003/125/EC) implementing the MAD Directive

 Commission Directive (2004/25/EC) on takeover bids

 The Transparency Directive (2004/109/EC)

Useful links

 European Union

 Financial Services Action Plan

 Financial Services and Capital Markets

 European Securities and Markets Authority (ESMA)

 The EU Single Market

 PRELEX Search

Visit the full browsable versions of the issuer rules. The rules are also available as PDFs in our Regulation section 

Rule Books:

• Oslo Børs & Euronext Expand (Oslo Axess)
  • Harmonised rules
  • Non harmonised rules
• Euronext Growth (Merkur Market)
  • Harmonised rules
  • Non harmonised rules

Code of Practice for Corporate Governance

The current version of the Norwegian Code of Practice for Corporate Governance from 17 October 2018 is available here. https://nues.no/eierstyring-og-selskapsledelse-engelsk/

In its role as an operator of securities marketplaces, Oslo Børs plays a central role in helping to ensure good corporate governance among the companies listed on Oslo Børs and Oslo Axess.

The Oslo Børs Code of Practice for IR

Oslo Børs wishes to contribute, through the Oslo Børs Code of Practice for IR (the Code of Practice for IR), to maintaining high standards of quality in the information provided by listed companies. Relevant, accessible and up-to-date information generates interest and confidence – and is essential for liquidity.

The Code of Practice for IR has been prepared by Oslo Børs, in collaboration with the Norwegian Investor Relations Association (NIRA), and is based on NIRA’s and Oslo Børs’ joint views on best practice for reporting financial and other IR information.

Listed companies must comply with a number of laws and regulations, and it is important that IR personnel are aware of the relevant provisions. Several of the themes addressed by this Code of Practice are governed by detailed laws and regulations. We would like to emphasise that the Code of Practice does not replace these. In some areas the Code of Practice is more comprehensive than the regulatory framework in order to realise the objective for companies to provide relevant, accessible and up-to-date information.

Oslo Børs will revise the Code of Practice on a regular basis to ensure that it is in conformity with best practice.

For listed companies wishing to highlight compliance with the Code of Practice, the following wording is proposed on the company’s website:

“We comply with the Oslo Børs Code of Practice for IR of 1 July 2019”

Compliance with the Code of Practice will be based on a «comply or explain» principle. Any deviations from the Code of Practice shall be explained on the company’s website, as further described in section 3.1.

Companies should apply the revised Code of Practice dated 1 July 2019 with effect from the 2019 financial year.

Code of Practice for legal provisions of relevance for investors to be provided on the company website

A large portion of the companies listed on Oslo Børs are foreign, and the proportion of foreign shareholders in many of the listed companies is high. It can be challenging for investors and other market participants to locate and digest the information they need about legal provisions that are relevant to trading in listed companies. Oslo Børs therefore recommends that companies listed on Oslo Børs or Oslo Axess post information on their website about the rules that apply in relation to the company in respect of the matters outlined below.

• Provisions on disclosure of large shareholdings (flagging requirements)
• Takeover regulation
• Squeeze-out provisions
• Squeeze-out and sell-out provisions
• The Norwegian tax exemption method
• Home state

Norwegian companies
Oslo Børs has prepared an example of such a presentation for Norwegian listed companies, which will be updated on an ongoing basis in the event of changes in relevant legislation. Companies wishing to make use of this example should consider whether there are any additional company-specific matters that should be addressed, for example relevant provisions in the articles of association or sector-specific legislation.

See  Key legal information

Foreign companies
Foreign companies listed on Oslo Børs or Oslo Axess that choose to make such information available on their websites must prepare corresponding presentations themselves, based on the relevant rules applicable in relation to the company. Companies may in this regard refer to the Norwegian example for guidance on scope and level of detail.

Below is an overview of listed companies. Oslo Børs is providing this list as an aid and guidance for the market participants.

The list includes the following information:

• which market the company is listed on
• which home state the company belongs to
• whether the company is primary or secondary listed
• whether the company is subject to Norwegian take over rules (mandatory and voluntary bid rules)
• whether the company is subject to the EU/EEA rules regarding shared jurisdiction/choice of law

Disclaimer

Oslo Børs is not undertaking any responsibility to whether the list contains full and correct information about every company. The content of this list has been checked by Oslo Børs prior to publication, but Oslo Børs will not be liable for any financial damages as a consequence of any errors or omissions in this list. Oslo Børs will aim to keep the list updated, but does not have any obligation at every point of time to keep the list updated with full and correct information for each company.

The list should not be considered as Oslo Børs' decision about the relevant circumstances.The list has not been updated with companies that have applied for listing on Oslo Børs/Oslo Axess, but which have not yet been listed.The information on this list is subject to change without notice.

It should be noted that the list of listed companies' home state does not provide information on where the companies are resident for tax purposes.

The Ministry of Finance has appointed a separat appeals commettee to settle appeals on resolutions made by the stock exchange. It has established regulations in the Securities Trading Regulations (chapter 12, part II) regarding due dates, the contents of an appeal, defence pleading and oral negotiation and about the composition of the appeal board as well as its acivity.

Resolutions

The Stock Exchange Appeals Committee settle appeals on resolutions made by the stock exchange. The resolutions are published on Oslo Børs' web page on behalf of the committee.

Please note that the resolutions are usually only in Norwegian.

Section 14 of the Continuing Obligations for Merkur Market states that Merkur Market shall have an Appeals Committee. The Appeals Committee settles appeals against decisions to impose daily fines pursuant to Section 12.2 of the Continuing Obligations and to impose violation charges pursuant to Section 12.3. The Merkur Market Appeals Committee shall also settle appeals from members who are sanctioned pursuant to Section C 104 of the Merkur Market Member and Trading Rules, cf. Section C 103.

Resolutions

The Appeals Committee is the appeals body for decisions by Oslo Børs in relation to the Continuing Obligations for Merkur Market and the Merkur Market Member and Trading Rules. The Appeals Committee can examine all aspects of the decision that is appealed. Its authority is, however, limited to upholding the decision or to finding in favour of the appellant. The Appeals Committee’s decisions are advisory for Oslo Børs.

Please note that the resolutions are usually only in Norwegian. 

Please note that not all decisions and statements are translated to English.

Previous decisions and statements are contained in annual collections published by Oslo Børs. The collection consists of excerpts from Oslo Børs' decisions, letters and other statements that are assumed to be of interest because they illustrate interpretations or practices. In addition, all circulars for the year are included.

Circulars – archive
All circulars from 1998

The collections are only available in Norwegian, but some decisions and statements are in English.

Consultation regarding the ETF Rules

09/10/2020

Following the acquisition of Oslo Børs by Euronext in June 2019, and as communicated previously, trading on Oslo Børs and Oslo Axess will migrate onto the Euronext trading platform Optiq on 9 November 2020 for equities and on 30 November 2020 for derivatives and fixed income.

As part of the acquisition by Euronext, the issuers of exchange traded funds (ETF) at Oslo Børs will become part of the Rule Book regime in Euronext. This involves more harmonization with Euronext’s Issuer Rules, both in terms of structure and content.

The proposed amendments are further set out in the Consultation letter below.

Issuers and other stakeholders are invited to comment on the proposed changes by 23 October 2020 to  consultation@oslobors.no .

Contact persons

Consultation regarding the ABM rules for issuers

05/10/2020

Following the acquisition of Oslo Børs by Euronext in June 2019, reporting of trades in bonds registered on Nordic ABM will migrate onto the Euronext trade reporting platform Saturn on 30 November 2020.

There will not be made substantial amendments to the ABM-rules as a consequence of the migration, but there are a few proposed amendments due to equivalent changes being made to the rules for issuers with bonds listed on Oslo Børs. The amendments will enter into force from 30 November 2020.

The proposed amendments are further set out in the Consultation letter below.

Issuers and other stakeholders are invited to comment on the proposed changes by 20 October 2020 to  consultation@oslobors.no .

Contact persons