International ECM Listings Rules, Requirements & Obligations in Norway

Euronext Oslo Børs (“Oslo Børs”)  is the main market in Norway and is regulated by Finanstilsynet the Financial Supervisory Authority of Norway (“FSA”).

Euronext Oslo Expand (“Expand Oslo”) is also a regulated market operated by Euronext and regulated by the FSA. The regulation which applies for entities listed on Expand Oslo is largely the same as for Oslo Børs. However, some of the requirements are less strict. The regulations of these two markets correspond, if not otherwise stated below.

Euronext also operates markets in Amsterdam, Brussels, Dublin, Lisbon, London and Paris, but the rules applicable to these markets are not fully harmonised.

Shares issued by a Norwegian public limited liability company (Allmennaksjeselskap) or an equivalent foreign company may be admitted to trading provided the shares are of public interest and are likely to be subject to regular trading.

A prospectus in accordance with the Prospectus Regulation and key investor information as prescribed in the Norwegian Securities Trading Act and Commission Regulation (EU) No 583/2010 must be prepared and made public prior to admission to trading.

The approved prospectus must be submitted to Oslo Børs, together with the listing application (in Norway prospectuses are inspected and approved by the FSA).

A prospectus must also be prepared and approved in accordance with the Prospectus Regulation when issuing shares of the same class as those listed which constitute, in any 12 month period, more than 20 per cent of the issued shares of the same class.

Section 7-5 of the Norwegian Securities Trading Act requires that for offers between €1 million and €8 million, issuers must file a national prospectus with The Norwegian Register of Business Enterprises. National prospectuses shall contain such information as is necessary to enable the investors to make a well informed assessment of the issuer’s and any guarantor’s financial position and prospects, and of rights attached to the securities offered. In the assessment of what is to be deemed necessary information, account shall, inter alia, be taken of the nature of the offeror and of the securities offered. The information shall be presented in an easily comprehensible and analysable form. It is not required that a national prospectus is approved by the FSA.

The market value of the shares for which admission to trading on Oslo Børs is sought must be expected to be at least NOK 300 million (approx. €30 million). In the case of equity certificates, the market value must be expected to be at least NOK 8 million (approx. €800,000). The market value must satisfy these requirements at the time of admission to trading.

The market value of the shares for which admission to trading on Expand Oslo is sought must be expected to be at least NOK 8 million (approx. €800,000). The market value must satisfy this requirement at the time of admission to trading.

If the market value cannot be estimated, the issuer’s balance sheet equity capital in the last published annual accounts must be of at least the required value. If the issuer has issued an interim report since its last published annual accounts and Oslo Børs deems the report to be satisfactory, the book equity shown in the half-yearly report may be used.

The issuer’s equity capital situation must be satisfactory (determined by Oslo Børs in its discretion). When evaluating the issuer’s equity capital situation, Oslo Børs will consider the normal situation for companies in the same industry, covenants set out in the issuer’s loan agreements and any other relevant matters.

The issuer must demonstrate that it will have sufficient liquidity to continue its business activities in accordance with the planned scale of operation for at least 12 months from the planned first day of trading.

A sufficient number of shares shall be deemed to have been distributed to the public if at least 25% of the subscribed capital represented by the class of shares concerned are in the hands of the public or such lower percentage determined – in the absolute discretion – by Oslo Børs in view of the large number of the shares concerned and the extent of their distribution to the public. This percentage shall not be lower than 5% of the subscribed capital represented by the class of shares concerned and must represent a value of at least €5 million, calculated based on the subscription price.

In addition, the shares for which admission to trading is sought on Oslo Børs must be held by at least 500 shareholders each holding shares with a value of at least NOK 10,000 (approx. €1,000) at the time of admission to trading.

The shares for which admission to trading on Expand Oslo is sought must be held by at least 100 shareholders each holding shares with a value of at least NOK 10,000 (approx. €1,000) at the time of admission to trading.

For admission to trading on Oslo Børs the issuer must have existed for at least three financial years prior to the date of the application for admission to trading.

In addition, the issuer must have operated a major part of its activities for at least three years prior to the date of the application for admission to trading.

Oslo Børs may grant an exemption from each of the requirements above where it deems that this is in the interest of the general public and investors, and where investors have access to sufficient information to carry out a well-informed assessment of the issuer, its activities and the shares for which admission to trading is sought.

For admission to trading on Oslo Børs, the issuer must have published or filed audited annual financial statements or pro forma audited accounts, consolidated, where applicable, for the preceding three financial years, drawn up in accordance with the accounting standards of the country where the issuer has its registered office, IFRS or any other accounting standards allowed by national regulations of its country of incorporation for the period covered by the financial information.

There is no such requirement for admission to trading on Expand Oslo. For admission to trading on Expand Oslo the issuer must have produced at least one annual financial statement or interim report in accordance with the accounting legislation that will apply to the issuer’s annual financial statements following admission to trading. Such annual financial statements or interim report must be subject to an audit.

The issuer must ensure that shares listed on a regulated market are capable of being traded in a fair, orderly and efficient manner and, in the case of transferable securities, are freely negotiable.

The individual members of the issuer’s executive management must not be persons who have acted in such a manner as to make them unfit to participate in the management of an issuer admitted to trading on Oslo Børs / Expand Oslo.

The issuer must have sufficient expertise and resources to satisfy the requirements for the correct and proper management and distribution of information, including submission of financial accounts in accordance with applicable laws and regulations.

All members of the issuer’s board of directors must have satisfactory expertise. At least two of the shareholder elected members of the board of directors shall be independent of the issuer's executive management, material business contacts and larger shareholders.

As a starting point the board of directors shall not include representatives of the issuer’s executive management. However, Oslo Børs may grant exemptions from these requirements in special circumstances.

The issuer shall have a board of directors comprising of individuals who have not acted in such a manner as to make them unfit to be a member of the board of an issuer admitted to trading on Oslo Børs / Expand Oslo.

There are no Lock-in requirements prescribed by the listing rules.

No sponsor or other financial adviser is required. However, it is recommended that the issuer appoints a listing agent to assist and guide the relevant issuer in respect of an admission to listing and/or trading of its securities on Oslo Børs for the first admission to trading of securities and for any subsequent admission to trading of securities requiring the approval of a prospectus.

No market-maker or broker is required.

Advertisements, presentations to potential investors and other means of promoting an IPO or secondary issue are generally permitted, subject to certain restrictions.

For instance, advertisements shall state that a prospectus has been or will be published and indicate where investors are or will be able to obtain it. Further, advertisements shall be clearly recognisable as such. The information contained in an advertisement must be accurate and not misleading and shall be consistent with the information contained in the prospectus, where already published, or with the information required to be in the prospectus, where the prospectus is yet to be published. In general, all information disclosed in an oral or written form concerning the offer to the public or the admission to trading on Oslo Børs or Expand Oslo, even where not for advertising purposes, must be consistent with the information contained in the prospectus.

Timing depends on the size and complexity of the company, and its state of preparedness for an IPO. Typically, the listing process will take at least three to four months.

The formal process for admission to listing is as follows:

1. appointment of advisors;
2. kick-off meeting with the advisors and prospectus drafting;
3. due diligence to ensure that all information about the company is appropriately disclosed in the prospectus for future investors;
4. submission of the prospectus together with the listing application;
5. local financial markets regulator approves the prospectus;
6. orderbook and public offering open; and
7. trading starts after the settlement and delivery have been finalised.

A Norwegian or foreign issuer that has a primary listing on a stock exchange or regulated marked recognised by Oslo Børs can apply for a secondary listing on Oslo Børs or Expand Oslo.

The admission rules shall apply similarly, with the following changes and additions:

1. a limited scope audit of the most recent interim report will only be required if Oslo Børs so requests. A request for a limited scope audit will be particularly relevant if the issuer has undergone major changes since the last published annual report, for example by merger, demerger, or other material changes to its business activities;
2. the requirement for spread of shares shall apply to the issuer’s entire share capital, but for secondary listing on Oslo Børs such that only a minimum of 200 shareholders holding shares with a value of at least NOK 10,000 (approx. €1,000) must have their shares registered in a duly licensed central securities depository where adequate procedures for clearing and settlement related to trading on Oslo Børs / Expand Oslo are available;
3. the requirement related to minimum market value per share at the time of admission to trading shall not apply; and
4. a separate notice will be issued by Oslo Børs for additional documentation to be submitted for an issuer applying for secondary listing.

A foreign issuer may apply for a primary listing on Oslo Børs or Expand Oslo. The admission rules shall apply similarly, but with certain changes and additions.

The issuer shall disclose information in Norwegian. However, Oslo Børs may grant exemptions from the requirement. When considering whether to grant such an exemption for an issuer, consideration will be given to how onerous it is for the issuer to publish information in Norwegian in addition to other languages, the issuer’s working language, and whether the issuer was exempted from the language requirement prior to the requirement coming into force. Regarding issuers of shares, consideration will also be given to the issuer’s shareholder structure.

Euronext Oslo Børs: https://www.euronext.com/nb/markets/oslo

Financial Supervisory Authority of Norway: https://www.finanstilsynet.no/en/

Euronext Growth Oslo (“Euronext Growth”) is a multilateral trading facility in Norway, which is operated and regulated by Euronext.

The procedures for applying for admission to Euronext Growth are based on the equivalent procedures for applying for admission to trading on Oslo Børs’ regulated market but represent a much quicker process than gaining a listing on the Oslo Børs.

Shares issued by a public limited liability company (Allmennaksjeselskap), private limited liability company (aksjeselskap) or an equivalent foreign company may be admitted to trading provided the issuer can provide sufficient information for market participants to be in a position to determine fair market prices.

Information document. The information (admission) document requirements for companies seeking a listing on Euronext Growth are less comprehensive than the prospectus requirements applicable to companies seeking a list on Oslo Børs, and there is no requirement for the document to be reviewed by the FSA, unless the listing is combined with a public offering.

There is no requirement as to the total market value of the company, but the minimum market value per share is NOK 1 and the listing needs to include shares with a value of no less than €2.5 million and the company must have raised at least the same amount of capital in connection with the listing or in the preceding 12 months. Furthermore, the shares of the company need to be spread across a minimum of 30 shareholders and at least 15% of the shares of companies listed on Euronext Growth need to be spread among the public (i.e. shareholder who have no close relationship to the company). Companies seeking a Euronext Growth listing will normally have a market value of a few hundred million Norwegian kroner or more (approx. €10,000,000). It is not recommended to list prematurely on Euronext Growth – the company should have reached a certain phase of its development and its implementation of a business plan.

The issuer must provide a statement confirming that it will have sufficient liquidity to continue its business activities in accordance with its planned scale of operation for at least 12 months from the planned date of admission to trading.

Apart from that, no minimum assets or working capital is required by the listing rules.

At least 15% of the shares for which admission to trading is sought must be distributed among the general public.

None required.

The financial statements of companies listed on Euronext Growth need to be audited based on Norwegian GAAP, IFRS or other generally accepted accounting standards.

Admission to Euronext Growth generally requires the company to have two years of audited financial information, but an exemption will normally be granted if there is at least one audited annual report or interim report. It is not, however, a requirement that the business operations of the company are fully up and running.

The issuer must fulfil the following requirements:

1. where an issuer is a parent company, the issuer must have published or filed consolidated financial statements, unless an exemption is granted by Oslo Børs given that the subsidiaries both individually and collectively, are of immaterial importance;
2. the balance sheet date of the last audited financial information may not be older than one of the following:

1. 18 months from the admission to trading date if the issuer has published or filed audited interim financial statements; or
2. 16 months from the admission to trading date if the issuer has published or filed interim financial statements which are not audited.

Shares must be freely transferable and negotiable.

Major shareholders and their influence will have to be disclosed in the admission document or (if the IPO involves an offer to the public) the prospectus. The issuer’s nominated adviser (Nomad) will usually require any shareholder with a holding of 20% or more to enter into a relationship agreement with the issuer to ensure it can act independently of such shareholder.

There are no Lock-in requirements prescribed by the listing rules.

An issuer that applies for admission to trading on Euronext Growth shall enter into an assignment agreement with a Euronext Growth Advisor. The Euronext Growth Advisor shall assist the issuer until its admission to trading by carrying out preparatory work, quality-controlling the suitability of the issuer and its shares for admission to trading and producing documentation during the admission process. Oslo Børs publishes a list of approved Euronext Growth Advisors on Euronext Growth on its website.

No market-maker is required.

Issuers must treat holders of their shares on an equal basis. The issuer must not expose holders of its shares to differential treatment that lacks a factual basis in the common interest of the issuer and its shareholders. Neither the general meeting, nor the board of directors nor the chief executive may make any decision that is intended to give an unreasonable advantage to certain shareholders or other parties at the expense of other shareholders or the company.

Timing depends on the size and complexity of the company, and its state of preparedness for an IPO. There are three different listing processes:

Ordinary admission process

In an ordinary admission process, there are pre-determined deadlines for the major steps in the process. An ordinary admission process can be completed in 15 trading days.

• Formal listing preparations should commence at least one to two weeks prior to listing (but planning starts earlier).
• The company should submit the application form and admission document fifteen days before listing.
• The company should hold an introductory meeting thirteen days before listing and, if applicable, participate in induction training provided by the stock exchange.
• A final version of the information document should be submitted three days before listing.

Flexible process

Oslo Børs also offers a flexible process where the date of the Oslo Børs’ admission meeting to consider the application will be set to suit each specific project by holding extraordinary admission meetings. The flexible process involves all the elements of the normal admission process. Accordingly, a flexible process will require a process of 15 trading days in the same way as the ordinary admission process.

Fast-track process

Where issuers are particularly well prepared, Oslo Børs offers a faster and/or more customised implementation of those aspects of the process that involve Oslo Børs. With a fast-track process, the time needed for the processes that involve Oslo Børs can be reduced to 9 trading days. Fast track process is offered to issuers upon request, if Oslo Børs considers that the issuer and the project in question are suitable for the fast-track process.

Existing shareholders enjoy pre-emption rights. Secondary issues therefore tend to involve shares being offered initially to existing shareholders and then, to the extent that such shareholders do not take up the shares, to new investors. Pre-emptive rights may be disapplied by the general meeting of shareholders that decides on the capital increase.

If new shares are subsequently issued of the same class of shares as the class that is admitted to trading, the new shares will automatically be admitted to trading with no application required.

In the case of admission to trading of shares of the same class of shares as the class that is already admitted to trading, but where the shares have rights that differ from those of the shares already admitted to trading, Oslo Børs must be notified of this no later than 10 trading days before the shares are planned to be admitted to trading.

In the event of any change in share capital, in the number of votes or in the number of shares issued, the issuer shall immediately make public that the change has been made and the amount of its new share capital and the total number of votes and shares issued.

Before new shares issued by a foreign issuer are admitted to trading, the issuer must not only comply with the requirement set out above but also publicly disclose that the shares are validly and legally issued and fully paid up.

Non-domestic issuers are subject to the same obligations as issuers incorporated in Norway.

The issuer shall disclose information and prepare the prospectus or information admission document in English, Norwegian, Swedish or Danish.

Euronext Growth Oslo: https://www.euronext.com/nb/markets/oslo

Financial Supervisory Authority of Norway: https://www.finanstilsynet.no/en/

Euronext Oslo Børs (“Oslo Børs”) and Euronext Expand Oslo (“Expand Oslo”) are Norways two regulated markets, both are operated by Euronext and regulated by the Financial Supervisory Authority of Norway (FSA).

Under Norwegian company law the following matters require shareholder approval:

• amendment of the articles of association;
• approval of annual financial statements;
• payment of final dividends;
• appointment or dismissal of directors;
• capital increase or cancellation;
• listing;
• merger/demerger; and

• remuneration of directors.

The issuer must provide a report on the issuer’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 Norwegian Code of Practice for Corporate Governance (https://nues.no/eierstyring-og-selskapsledelse-engelsk/) which is established by The Norwegian Corporate Governance Board. If the issuer does not fully comply with the Norwegian Code of Practice for Corporate Governance, the issuer must provide an explanation of the reason for the deviation and what alternative solution it has selected.

Equal treatment of shareholders applies.

In addition, shareholders of an issuer incorporated in Norway must notify Oslo Børs and the issuer, in the prescribed form, when the percentage of the issuer’s share capital or voting rights that they hold reaches, exceeds or falls below any of the following thresholds: 5%, 10%, 15%, 20%, 25%, 33.33%, 50%, 66.66% and 90%.

Furthermore, the requirement for a mandatory offer is triggered when a person acquires interests in shares that take his aggregate holding to 33.33% or more of the voting rights or of the capital of the company.

The issuer shall publish inside information pursuant to MAR article 17, cf. MAR article 7 and article 2 of Commission Regulation 2016/1055.

The issuer shall ensure that a list is drawn up of persons who are given access to inside information in accordance with MAR article 18 and Commission Regulation 2016/347.

The issuer shall, when publishing inside information that has been the subject to delayed disclosure, submit a notification to Oslo Børs in accordance with MAR article 17 no. 4 third paragraph and Commission Regulation 2016/1055 article 4 no. 2 and 3. The notification shall be submitted through the functionality for this in NewsPoint (a site operated by Oslo Børs).

Issuers must publish:

• the annual report with annual financial statements certified and consolidated, where appropriate; and
• the half-yearly report for the first six months of the financial year.

In addition, the issuer shall, no later than by the close of the year, publish a financial calendar disclosing the dates planned for the publication of its annual report, half-yearly report, interim report (it is recommended that the company publishes interim reports for the first and third quarters in addition to the half-yearly and annual reports that are required by law) and for the annual general meeting in the following year. The issuer shall publish its financial calendar using the “Financial Calendar” functionality in NewsPoint.

All dealings in the issuer’s shares by persons discharging managerial responsibilities (“PDMR”) and certain persons related with them (including dependent children and controlled companies) must be notified to the issuer and FSA without undue delay (in accordance with the European Market Abuse Regulation). In turn, the issuer must publish such notification without undue delay (within three business days at the latest).

A PDMR shall not conduct any transactions on its own account or for the account of a third party, directly or indirectly, relating to the shares, debt instruments of the issuer or other financial instruments linked to them during a closed period of 30 calendar days before the announcement of year-end or half-yearly financial information. The “announcement” means the date the issuer announces preliminary financial results for the relevant period.

Prospectuses.

The obligation to make a mandatory bid is triggered by the acquisition of shares representing more than 1/3 (33.33%) of the voting rights in a company listed on Oslo Børs or Expand Oslo.

If following a mandatory bid a shareholder owns shares representing more than 1/3 (33.33%) of the voting rights but less than 40% and through acquisition it takes its shareholding to 40% of the votes of the company it is obliged to make an offer to purchase the remaining shares of the company (repeat bid obligation). The repeat bid obligation also applies where the shareholder holds 40% or more but less than 50% and through acquisition takes its shareholding to 50% or more of the voting rights in the company.

If a shareholder has crossed a mandatory bid threshold in such a way as not to trigger the mandatory bid obligation (e.g. by shareholders coming together to act in concert), a mandatory bid obligation is triggered by any subsequent acquisition that increases the shareholder’s proportion of voting rights.

A shareholder who crosses the mandatory bid threshold may avoid the obligation to make a mandatory bid by selling the proportion of shares which exceed the threshold within four weeks of the date on which the mandatory bid obligation was triggered.

Oslo Børs is the takeover supervisory authority for companies that are subject to the Norwegian takeover rules. The Norwegian takeover rules apply in connection with voluntary and mandatory bids for shares in Norwegian and (subject to certain exemptions) foreign companies listed on Oslo Børs. Specific rules on shared jurisdiction and supervision apply in connection with takeover bids for companies listed on Oslo Børs but domiciled in an EEA State other than Norway.

Oslo Børs may delist financial instruments issued by an issuer if they no longer satisfy the exchange’s conditions or rules. However, Oslo Børs cannot delist a financial instrument if this can be expected to cause material disadvantage for the owners of the instruments or for the market’s duties and function.

FSA can instruct that Oslo Børs shall delist an issuer’s financial instruments if they no longer satisfy the terms and conditions for listing and trading.

An issuer with shares admitted to trading on Oslo Børs or Expand Oslo may apply to Oslo Børs to have its shares delisted if a general meeting has passed a resolution to this effect with the same majority as required for changes to the articles of association (two-thirds of the votes cast (66.66%) and of the share capital represented at the general meeting, unless the articles of association provide stricter majority requirements).

Oslo Børs makes the final decision on delisting and may in special circumstances grant an exemption from the first sentence. Even if a company has applied for delisting following a general meeting at which a resolution to this effect was passed with the same majority as for changes to its articles of association (normally two thirds (66.66%) vote in favour), Oslo Børs will nonetheless attach weight to the interests of minority shareholders when coming to a decision about delisting the company.

Oslo Børs may pass a resolution of delisting on its own initiative or on the basis an application from the company. When a resolution is made at the initiative of the exchange this is normally due to the company no longer being considered suitable for listing, for example where the company grossly and continuously has violated provisions in the Norwegian Securities Trading Act or the rules of the exchange.

Before a decision on delisting is made, the question of delisting and which measures, if any, could be implemented in order to avoid delisting shall be discussed with the issuer. If the circumstance that justifies delisting can be rectified, Oslo Børs may grant the issuer a certain period of time in which to rectify the circumstance or it may order the issuer to draw up a plan in order to resatisfy the requirements. Concurrently, the issuer shall be advised that if the circumstance is not rectified or a satisfactory plan is not presented by the expiry of the period, a delisting of the financial instruments in question will be considered.

The resolution to delist shall state the date on which delisting will be implemented. When fixing the date for delisting, consideration shall be given, inter alia, to allowing the issuer a reasonable period to adjust to the fact that its financial instruments will no longer be admitted to trading. Oslo Børs shall immediately publish a resolution of delisting, and inform FSA of such resolution.

Decisions on the delisting of financial instruments as well as the basis for such decisions will be published on www.newsweb.no in the “Additional regulated information required to be disclosed under the laws of a member state” category immediately after Oslo Børs has taken the decision.

Depending on the circumstances, including the company’s and investors’ ability to adapt to the delisting, delisting will be scheduled to take effect at a future date. The board of Oslo Børs and the Stock Exchange Appeals Committee have considered a range of cases related to delisting, including how the rules are understood.

The rules on the disclosure of large shareholdings only apply for issuers who have Norway as their home state and whose shares are listed on a regulated market.

Non-domestic issuer applying for admission to trading are required to provide Oslo Børs with a confirmation that their auditor is registered with FSA.

Further, non-domestic issuers must produce a legal opinion from an external attorney addressed to Oslo Børs to confirm that the admission to trading agreement is binding on the issuer and that there are no formal obstacles to the issuer performing its obligations pursuant to this agreement.

Euronext Growth Oslo (“Euronext Growth”) is the most important secondary market in Norway, which is operated and regulated by the Euronext. It is not a regulated market.

Under Norwegian company law the following matters require shareholder approval:

• amendment of the articles of association;
• approval of annual financial statements;
• payment of final dividends;
• appointment or dismissal of directors;
• capital increase or cancellation;
• listing;
• merger/demerger; and
• remuneration of directors.

The Norwegian Code of Practice for Corporate Governance is not mandatory for issuers on Euronext Growth. However, many of the companies listed have implemented the recommendations of the Code.

Issuers must treat holders of their shares on an equal basis. The issuer must not expose holders of its shares to differential treatment that lacks a factual basis in the common interest of the issuer and its shareholders.

Companies listed on Euronext Growth must disclose inside information as requested by national rules and listing rules on market abuse (MAR).

Issuers must disclose:

• the annual report with annual financial statements certified and consolidated, where appropriate; and
• the half-yearly report.

In addition, the issuer shall, no later than by the close of the year, publish a financial calendar disclosing the dates planned for the publication of its annual report, half-yearly report, interim report (if prepared) and for the annual general meeting in the following year.

The issuer shall publish its financial calendar using the “Financial Calendar” functionality in NewsPoint.

All dealings in the issuer’s shares by persons discharging managerial responsibilities (“PDMR”) and certain persons related with them (including dependent children and controlled companies) must be notified to the issuer and FSA without undue delay (in accordance with the European Market Abuse Regulation). In turn, the issuer must publish such notification without undue delay (within three business days at the latest).

A PDMR shall not conduct any transactions on its own account or for the account of a third party, directly or indirectly, relating to the shares, debt instruments of the issuer or other financial instruments linked to them during a closed period of 30 calendar days before the announcement of year-end or a half-year financial information. The “announcement” means the date the issuer announces preliminary financial results for the relevant period.

Before a decision on removal from trading is made, the question of removal from trading and which measures, if any, that could be implemented in order to avoid removal from trading, shall be discussed with the issuer. If the circumstance that justifies removal from trading can be rectified, Oslo Børs may grant the issuer a certain period of time to rectify the circumstance or it may order the issuer to draw up a plan in order to re-satisfy the conditions or rules. Concurrently the issuer shall be advised that if the circumstance is not rectified or a satisfactory plan is not presented by the deadline, the financial instruments in question will be considered removed from trading.

None, except where (unusually) a prospectus is required.

The obligation to make a mandatory bid does not apply for issuers listed on Euronext Growth. However, issuers have a duty to inform the market if a person, alone or together with others, reaches, exceeds or falls below the ownership of 50% and 90% of the share capital or votes respectively.

Oslo Børs can remove financial instruments from trading if they no longer satisfy the rules or conditions for Euronext Growth, unless such removal would be likely to cause significant detriment to the investors’ interests or the facility’s tasks and functioning.

The issuer may apply to Oslo Børs to have its shares removed from trading on Euronext Growth if a general meeting has passed a resolution to this effect with the same majority as required for changes to its articles of association (two-thirds of the vote cast and of the share capital represented at the general meeting, unless the articles of association provide stricter majority requirements). However, for issuers that have been admitted to trading or approved for admission to trading on another recognised market, it is possible to be removed from trading upon application by the issuer without the matter having to be considered at a general meeting. It is Oslo Børs that decides whether to remove an issuer from trading. Oslo Børs may in special circumstances grant an exemption from the first sentence.

Before a decision on removal from trading is made, the question of removal from trading and which measures, if any, that could be implemented in order to avoid removal from trading, shall be discussed with the issuer. If the circumstance that justifies removal from trading can be rectified, Oslo Børs may grant the issuer a certain period of time to rectify the circumstance or it may order the issuer to draw up a plan in order to re-satisfy the conditions or rules. Concurrently the issuer shall be advised that if the circumstance is not rectified or a satisfactory plan is not presented by the deadline, the financial instruments in question will be considered removed from trading.