(1) The EEA Agreement Annex IX No 29a (Regulation (EU) No. 596/2014 (Market Abuse Regulation), as amended by Regulation (EU) 2016/1011 on benchmarks and Regulation (EU) 2019/2115 as regards the promotion of the use of SME growth markets), applies as Norwegian law with such modifications as follow from Annex IX, Protocol I to the Agreement and the Agreement in general.

(2) Where in this Act reference is made to the Market Abuse Regulation, it shall at all times be taken to mean the Regulation as implemented or amended pursuant to subsection (1) or subsection (4).

(3) Finanstilsynet is the competent authority, see section 19-1, and has supervisory powers within its territory pursuant to the Market Abuse Regulation Article 22.

(4) The ministry may make regulations to supplement this section and may by regulations make provision regarding notifications to be sent to the competent authority in connection with delayed disclosure of inside information pursuant to the Market Abuse Regulation Article 17, paragraph 4, third subparagraph. The ministry may also make amendments to, and prescribe exemptions from, the provisions implemented under subsection (1) to implement Norway’s obligations under the EEA Agreement.

Section 3-2.Application to equity certificates

Equity certificates are deemed to be securities pursuant to Article 3, paragraph 1, point (1), of the Market Abuse Regulation. The provisions of the Market Abuse Regulation on shares apply equally to equity certificates insofar as appropriate.

Section 3-3.Persons with managerial responsibilities, notification obligation

(1) Persons who cohabit in a relationship akin to marriage shall be considered equivalent to spouses under the Market Abuse Regulation Article 3, paragraph 1, point (26).

(2) Finanstilsynet or whomever Finanstilsynet designates may prepare and make public overviews over persons as mentioned in the Market Abuse Regulation Article 3, paragraph 1, point (25), including names and type of office or position in the company.

(3) The ministry may by regulations make provision concerning the threshold to trigger the notification obligation and exemption from the notification obligation under the Market Abuse Regulation Article 19. The ministry may also make provision concerning the obligation to transmit lists drawn up pursuant to the Market Abuse Regulation Article 19(5) to Finanstilsynet or whomever Finanstilsynet designates and concerning the information to be provided about the persons so listed.

Section 3-4.Clarification of scope of application

The prohibition of insider trading and market manipulation in the Market Abuse Regulation Article 14 point (a) and (b) and Article 15 also applies to any natural person who participates for a legal person’s account in a decision to carry out such acts or omissions.

Section 3-4 a.Insider lists for issuers on SME growth markets

Insider lists for issuers of financial instruments admitted to trading on an SME growth market in Norway shall include all persons mentioned in Article 18 point 1 (a) of the Market Abuse Regulation.

II. Sale of financial instruments not owned by the seller etc.

Section 3-5.Short Selling Regulation

(1) The EEA Agreement Annex IX (Regulation (EU) No. 236/2012 on short selling and certain aspects of credit default swaps (the Short Selling Regulation) as amended by Regulation (EU) No. 909/2014) applies as Norwegian law with such modifications as follow from Annex IX, Protocol 1 to the Agreement and the Agreement in general.

(2) Where in this Act reference is made to the Short Selling Regulation, it shall at all times be taken to mean the Regulation as implemented or amended pursuant to subsection (1) or subsection (3).

(3) The ministry may make regulations to supplement this section and may by regulations make amendments to, and prescribe exemptions from, the provisions implemented in subsection (1) to implement Norway’s obligations under the EEA Agreement.

Section 3-6.Application to equity certificates

The provisions of the Short Selling Regulation concerning shares apply equally to equity certificates insofar as appropriate.

III. Unreasonable business methods

Section 3-7.Prohibition of unreasonable business methods

(1) No-one may employ unreasonable business methods when trading in financial instruments.

(2) Conduct of business rules shall be observed in approaches addressed to the general public or to individuals which contain an offer or encouragement to make an offer to purchase, sell or subscribe financial instruments or which are otherwise intended to promote trade in financial instruments.

(3) This section applies to financial instruments with a connection to Norway.

(4) The ministry may make regulations to supplement this section.

Section 3-8.(Revoked)

Section 3-9.(Revoked)

Section 3-10.(Revoked)

Section 3-11.(Revoked)

Section 3-12.(Revoked)

Section 3-13.(Revoked)

Section 3-14.(Revoked)

Section 3-14a.(Revoked)

Chapter 4. Notification obligation

Section 4-1.Scope

The provisions of this chapter apply to shares admitted to trading on a regulated market of an issuer having Norway as its home state. Norway shall be regarded as the home state for issuers as mentioned in section 5-4 subsections (2) to (4). Where Norway is the host state for an issuer, the legislation of the home state shall apply in respect of matters regulated in this chapter.

Section 4-2.Disclosure of shares and voting rights

(1) Where a shareholder’s ’proportion of shares to which voting rights are attached reaches, exceeds or falls below 5 per cent, 10 per cent, 15 per cent, 20 per cent, 25 per cent, one-third, 50 per cent, two-thirds or 90 per cent of the votes as a result of acquisition or disposal, the shareholder shall notify the issuer and Finanstilsynet or whomever Finanstilsynet designates for the purpose.

(2) Subsection (1) applies equally to a shareholder’s portion of the share capital.

(3) Borrowing of shares and return and receipt of loaned shares shall be regarded as acquisition and disposal for the purposes of this section.

(4) The provisions of this chapter and of regulations issued pursuant to provisions of this chapter apply equally to equity certificates.

(5) ’’The ministry may by regulations lay down further rules on disclosure pursuant to this section.

Section 4-3.Disclosure of other financial instruments

(1) The obligation to send notification under section 4-2 subsection (1) applies equally to anyone who directly or indirectly holds, acquires or disposes of

1.	financial instruments which on maturity give the holder an unconditional right or the discretion as to his right to acquire, already issued shares to which voting rights are attached,

2.	financial instruments which are not included in no. 1 but which are referenced to shares referred to in no. 1 and with economic effect similar to that of the financial instruments referred to in no. 1, whether or not they confer a right to a physical settlement.

(2) The following shall be considered to be financial instruments under subsection (1):

1.	transferable securities,

options,

futures,

swaps,

5.	forward rate agreements,

6.	contracts for differences, and

7.	any other contracts or agreements with similar economic effects which may be settled physically or in cash.

(3) The number of voting rights shall be calculated by reference to the full notional amount of shares underlying the financial instrument. If the financial instrument provides exclusively for a cash settlement, the number of voting rights shall be calculated on a delta-adjusted basis, by multiplying the notional amount of underlying shares by the delta of the instrument. All financial instruments relating to the same underlying issuer shall be aggregated and notified. Only long positions shall be taken into account for the calculation of voting rights. Long positions shall not be netted with short positions relating to the same underlying issuer.

(4) If a holder, acquirer or vendor has given notification under subsection (1), notification shall be given anew if that person has acquired the underlying shares, and such notification causes the total number of voting rights to reach or exceed the thresholds stated in section 4-2 subsection (1).

(5) The ministry may by regulations lay down further rules on disclosure pursuant to this section, including on calculation under subsection (3).

Section 4-4.Disclosure as a result of other circumstances

(1) The obligation to give notification under section 4-2 subsection (1) applies equally to voting rights owned by a natural person or legal entity that is subject to a disclosure requirement in the following cases:

1.	voting rights held by a third party with whom the said person or entity has concluded an agreement which obliges them to adopt, by concerted exercise of the voting rights they hold, a long-term common strategy,

2.	temporary transfer for consideration of voting rights to the said person or entity,

3.	voting rights attaching to shares which are lodged as collateral with the said person or entity, provided the said person or entity controls the voting rights and declares its intention of exercising them,

4.	voting rights attaching to shares in which the said person or entity has the life interest,

5.	voting rights attaching to shares which the said person or entity receives as depositary, and where the said person or entity can in the absence of instructions exercise the voting rights at his own discretion,

6.	voting rights held by a third party in its own name on behalf of the said person or entity,

7.	issuance or withdrawal of proxies without instructions to the said person or entity.

Holdings of shares shall be calculated both upon entry into and termination of agreements, including upon issuance and withdrawal of proxies.

(2) The obligation to give notification under section 4-2 subsections (1) and (2), and section 4-3 subsection (1), also applies to any natural person or legal entity entitled to acquire, dispose of or exercise voting rights that are held or are exercisable pursuant to subsection (1) no. 4, by a controlled undertaking.

(3) ‘Controlled undertaking’ under subsection (2) means any undertaking in which a natural person or legal entity

1.	has a majority of the voting rights,

2.	has the right to appoint or remove a majority of the members of the administrative, management or supervisory body and is at the same time a shareholder in, or member of, the undertaking in question,

3.	is a shareholder or member and alone controls a majority of the shareholders’ or members’ voting rights pursuant to an agreement entered into with other shareholders or members of the undertaking in question, or

4.	has the power to exercise, or actually exercises, dominant influence or control.

The right to appoint or remove a majority of the members of bodies referred to in no. 2 includes rights held by any other undertaking controlled by the shareholder and those of any natural person or legal entity acting, albeit in his or its own name, on behalf of the shareholder or of any other undertaking controlled by the shareholder,

(4) The obligation to notify pursuant to section 4-2 subsection (1) also applies to any natural person or legal entity who directly or indirectly holds shares on behalf of others in his or its own name.

(5) The provisions of section 4-2 subsections (1) and (2) apply equally to changes resulting from corporate actions.

(6) The ministry may by regulations lay down further rules on disclosure resulting from other circumstances, including consolidation. Exemptions may be made from the rules of this section by regulations.

Section 4-5.Exemptions from the disclosure obligation

(1) The obligation to give notification under sections 4-2 and 4-3 does not apply to

1.	acquisitions undertaken solely for clearing and settlement purposes within a period of two trading days after execution of the trade,

a market maker’s acquisition or disposal of a major holding reaching or crossing the 5% threshold by a market maker acting in its capacity of market maker, provided that the market maker neither intervenes in the management of the issuer nor exerts influence on the issuer to buy such shares or back the share price.

(2) Shares or exposures referred to in section 4-3 subsection (1) that are held in the trading book of an investment firm or credit institution shall not count towards the institution’s holding provided the latter ensures that the voting rights are not exercised nor otherwise used to intervene in the management of the issuer, and neither the shares or nor the exposure exceed the 5% threshold.

(3) A market maker who trades in shares or rights attaching to the shares of an issuer with Norway as the home state shall without undue delay notify Finanstilsynet if it intends to utilise the exemption provided for in subsection (1) no. 2. The market maker shall indicate the issuers this involves. Corresponding notification shall be given upon cessation of the market making activity.

(4) The ministry may by regulations lay down rules on exemption from the disclosure obligation of sections 4-2 and 4-3.

Section 4-6.Aggregation

(1) The obligation to give notification under sections 4-2 to 4-4 applies equally where the number of voting rights that directly or indirectly are held by a natural person or legal entity pursuant to section 4-4 or 4-4, together with the number of voting rights attached to financial instruments directly or indirectly held under section 4-3, exceeds or falls below the thresholds set out in section 4-2 subsection (2).

(2) The ministry may by regulations lay down further rules on aggregation.

Section 4-7.Deadline for notification

(1) Notification pursuant to this chapter shall be given immediately, and no later than by the opening of the regulated market on the second trading day after the agreement on acquisition or disposal was entered into, or after the person subject to the disclosure obligation became or should have become aware of the acquisition, disposal or other circumstance which triggered the disclosure obligation.

(2) The ministry may by regulations lay down rules on notification, and may derogate from the provision of subsection (1).

Section 4-8.Requirements on notification

(1) The ministry may by regulations lay down rules as to requirements on notification under sections 4-2 to 4-7.

(2) Finanstilsynet, or whomever Finanstilsynet designates, shall publish notifications under sections 4-2 to 4-7 in accordance with the rules of section 5-12.

(3) Notification under this chapter may be given in Norwegian or English.

Chapter 5. Ongoing and periodic information requirement, publication etc.

I. Ongoing information requirement

Section 5-1.(Revoked)

Section 5-2.(Revoked)

Section 5-3.(Revoked)

II. Periodic information requirement etc.

Section 5-4.Scope of application

(1) Sections 5-5 to 5-10 apply to issuers of transferable securities that have been admitted to trading on a regulated market when Norway is the home state pursuant to this section.

(2) Norway is the home state for an issuer from a country within the EEA whose registered office is in Norway, provided the issuer

1.	has issued shares, or

2.	has issued debt instruments the denomination per unit of which is less than EUR 1,000, or the equivalent value in another currency.

(3) Norway is the home state for an issuer from a country outside the EEA that has issued transferable securities as referred to in subsection (2), nos. 1 or 2, provided the securities have been admitted to trading on a Norwegian regulated market and the issuer has chosen Norway as its home state until a new home state is chosen and made public pursuant to subsections (5) and (6).

(4) Norway is the home state for an issuer not covered by subsections (2) and (3) if the issuer has chosen Norway as its home state. Such issuer must either have its registered office in Norway or have its transferable securities admitted to trading on a Norwegian regulated market. The choice of Norway as home state under this provision shall apply for at least three years unless the transferable securities are no longer admitted to trading on a regulated market or a new home state is chosen and made public pursuant to subsection (5) or (6).

(5) An issuer as mentioned in subsections (3) and (4) whose securities are no longer admitted to trading on a Norwegian regulated market but whose securities are admitted to trading on a regulated market in one or more other EEA states may choose a new home state from among these states or the state in which the issuer has its registered office in the EEA.

(6) An issuer shall make public its home state pursuant to subsections (2) to (5) in the same way as mentioned in section 5-12. In addition the issuer shall make its home state known to the authorities of the home state, host state or host states and the state in which the issuer has its registered office in the EEA.

(7) If an issuer as mentioned in subsections (3) and (4) does not make public its home state within a deadline of three months of the date that the issuer’s securities were admitted to quotation on a regulated market for the first time, the issuer shall have Norway as its home state up to such time as any ensuing choice of another EEA state has been made public by the issuer.

(8) Norway is the host state for an issuer having another EEA state as its home state whose transferable securities have been admitted to trading on a Norwegian regulated market. Issuers with Norway as their host state shall comply with the home state’s legislation insofar as matters regulated in sections 5-5 to 5-10 are concerned.

(9) Sections 5-5 to 5-10 do not apply to a state, the regional or local authorities of a state, a public international body or organisation of which at least one EEA state is a member, an EEA central bank or the European Central Bank, the European Financial Stabilisation Fund or equivalent arrangements established to offer temporary financial assistance to states having the euro as their currency. Nor do sections 5-5 to 5-10 apply to an issuer who only issues debt instruments of which the denomination per unit Is at least EUR 100,000 or the equivalent amount in another currency, or to issuers of securities fund units. The ministry may by regulations make further exceptions from sections 5-5 to 5-10, and may lay down rules on the application of the Act to securities funds.

(10) Except as provided by the individual provision, sections 5-5 to 5-14 and rules established pursuant thereto apply equally to equity certificates insofar as appropriate.

(11) The ministry may make further provision regarding the scope of application in regulations, including rules on public disclosure of choice of home state under subsection (4).

Section 5-5.Annual financial reports

(1) The issuer shall prepare an annual financial report in accordance with provisions laid down in and pursuant to this Act. The annual financial report shall be made public at the latest four months after the end of each financial year. The issuer shall ensure that it remains publicly available for at least ten years.

(2) The annual financial report shall comprise the audited financial statements and the management report. In addition, the annual report shall contain statements made by the persons responsible at the issuer, whose names and roles shall be clearly indicated, to the effect that:

a.	to the best of their knowledge, the financial statements have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer and the group,

b.	the management report includes a fair review of the development and performance of the business and the position of the issuer and the group, together with a description of the principal risks and uncertainties that they face, and

c.	the management report, if so required, has been prepared in accordance with sustainability reporting standards established pursuant to the Accounting Act section 2-6, and in accordance with rules laid down pursuant to Article 8 no. 4 of the Taxonomy Regulation.

(3) Where the issuer is required to prepare consolidated accounts in accordance with the Accounting Act section 3-2 subsection (3) or the legislation of an EEA state, the audited financial statements shall comprise such consolidated accounts drawn up in accordance with Regulation (EC) No 1606/2002; see the Accounting Act section 3-9 subsections (1) and (2). The annual accounts of the parent company shall be drawn up in accordance with the legislation of the EEA State in which the parent company has its registered office. Where the issuer is not required to prepare consolidated accounts, the audited financial statements shall comprise the accounts prepared in accordance with the legislation of the EEA State in which the company has its registered office.

(4) The management report shall be drawn up in accordance with the Accounting Act sections 2-2 to 2-7 or the legislation of an EEA State and shall include information that must be provided in accordance with rules laid down pursuant to Article 8 no. 4 of the Taxonomy Regulation. If the issuer is required to prepare consolidated accounts, this also applies to the management report for the group.

(5) The financial statements shall be audited and the auditor shall express an opinion on the management report in accordance with the Auditors Act or the legislation of an EEA State. The signed audit report shall be made public together with the management report.

(6) Mandatory sustainability reporting in the management report must be assured in accordance with the Auditors Act or the legislation of an EEA State. The assurance report shall be published together with the management report.

(7) If the auditor has issued an adverse or qualified audit opinion in the audit report, or if the auditor has added an emphasis of matter paragraph or drawn attention to other matters that users should be made aware of, Finanstilsynet and the regulated market concerned shall be notified accordingly as soon as the audit report has been received by the issuer. Such notification shall also be sent if there is a corresponding conclusion or comment in the assurance report referred to in subsection (6).

(8) If the corporate assembly or supervisory board has significant objections to the management board’s proposal for the annual financial statements and management report, or the general meeting does not approve the annual financial statements and the management report, notification thereof shall be made public in accordance with section 5-12 immediately after the proceedings have closed.

(9) The ministry may by regulations make rules on the content, preparation, publication and reporting format of annual reports and on responsible persons as mentioned in subsection (2) no. 3. The ministry may also make regulations concerning requirements as to audit, auditor selection and audit committees.

Section 5-5a.Reporting of payments to governments etc.

Issuers engaged in activities within the extractive industries shall prepare and publish a yearly disclosure report containing information about their payments to governments at country and project level. The same shall apply to issuers engaged in forestry activities in primary forests. The annual report shall state where this disclosure report is published.

The issuer’s annual report shall include statements made by the persons responsible within the issuer, whose names and job titles shall be clearly indicated, to the effect that the report referred to in the first subsection has, to the best of their knowledge, been prepared in accordance with the requirements of this section and associated regulations.

The obligation to prepare a yearly report pursuant to the first subsection, first and second sentences, shall not apply to issuers that prepare a yearly report in accordance with the corresponding provisions of another state. The same exemption shall apply if information pursuant to the first subsection first sentence is included in the parent company’s yearly report on payments made by the group to governments prepared as a group report under the rules of this section and associated regulations or under corresponding rules of another state.

The ministry may by regulations provide that the reporting obligation under the first subsection shall only apply to issuers above a certain size and to payments above certain threshold amounts, as well as making other exceptions to the first subsection. The ministry may by regulations also provide that the report shall include information other than payments to governments, specifying what shall be deemed to constitute corresponding provisions of another state, and make further provision with regard to definitions, public disclosure and group reporting.

Section 5-6.Half-yearly financial reports

The issuer shall prepare a half-yearly financial report covering the first six months of the financial year in accordance with provisions laid down in and pursuant to this Act. The half-yearly financial report shall be made public as soon as possible after the end of the relevant period, but at the latest two months thereafter. The issuer shall ensure that the half-yearly financial report remains available to the public for at least ten years.

(2) The half-yearly financial report shall contain:

1.	the condensed set of financial statements (half-yearly financial statements),

2.	an interim management report; and

3.	statements made by the persons responsible within the issuer, clearly stating their names and job titles, to the effect that

a.	to the best of their knowledge, the condensed set of financial statements has been prepared in accordance with applicable accounting standards and gives a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer and the group taken as a whole and that

b.	to the best of their knowledge, the interim management report includes a fair review of the information referred to in subsection (4).

(3) Where the issuer is required to prepare consolidated accounts in accordance with the Accounting Act section 3-9 subsections (1) and (2), under national legislation implementing Regulation (EC) No 1606/2002 or corresponding rules of non-EEA countries, the half-yearly financial statements shall be prepared in accordance with the international accounting standard applicable to interim financial reporting. Where the issuer is not required to prepare consolidated accounts, the half-yearly financial statements shall at least contain a condensed balance sheet, a condensed profit and loss account and explanatory notes on these accounts. In preparing the condensed balance sheet and the condensed profit and loss account, the issuer shall follow the same principles for recognition and measurement as when preparing annual financial reports.

(4) The interim management report shall include at least an indication of important events that have occurred during the first six months of the financial year, and their impact on the half-yearly financial statements, together with a description of the principal risks and uncertainties for the remaining six months of the financial year. For issuers of shares, the interim management report shall also include major related party transactions.

(5) If the half-yearly financial report has been audited or reviewed by auditors, the audit or review shall be made public in accordance with section 5-12 together with the half-yearly financial report. If the half-yearly financial report has not been audited or reviewed by auditors, the issuer shall make a statement to that effect in its report.

(6) The ministry may by regulations adopt further rules on the content, preparation and public disclosure of half-yearly reports and on responsible persons as mentioned in subsection (2) no. 3. The ministry may by regulations make requirements as to further interim reporting, including half-yearly financial statements, and as to the content, presentation and publication of half-yearly financial statements.

Section 5-7.Issuers from non-EEA countries

The ministry will adopt regulations implementing Article 23 of Directive 2004/109/EC. The ministry may also provide that national legislation implementing Article 10 of 2004/25/EC and Articles 1 and 2 of Directive 2006/46/EC shall apply equally to issuers from non-EEA countries.

Section 5-8.Changes in share capital, rights, loans and articles of association

(1) An issuer of shares shall immediately make public any change in the rights attached to the issuer’s shares, including changes in related financial instruments issued by the company.

(2) An issuer of shares shall, at the latest at the end of each month in which a change in share capital or voting rights takes place, publicly disclose an overview of the share capital and number of votes of the company.

(3) Issuers other than issuers of shares shall forthwith make public any change in the rights attaching to their transferable securities, including changes in terms or conditions that may indirectly affect the holder’s legal status, in particular changes in borrowing terms or interest rates.

(4) Information mentioned in subsections (1) to (4) shall be publicly disclosed in accordance with section 5-12.

Section 5-8a.(Revoked)

Section 5-9.Information to shareholders etc.

(1) The issuer shall ensure that the facilities and information necessary to enable shareholders to exercise their rights are available in Norway. The issuer shall moreover ensure that the integrity of data is preserved.

(2) The issuer shall in the notice convening the general meeting state the number of shares and voting rights, as well as provide information on the shareholder’s rights.

(3) The issuer shall enclose with the notice a proxy voting form, unless such form is made available to the shareholders on the internet site of the company and the notice includes all the information needed by the shareholders to gain access to the documents, including the internet address.

(4) The ministry may by regulations make further rules requiring a share issuer to designate as its agent an undertaking through which shareholders may exercise their rights, including rules on which undertakings may be designated as agents and on what are to be regarded as financial rights.

(5) The issuer shall make public information concerning the allocation and payment of dividends, and on issuance of shares, including information on any arrangements for allotment, subscription, cancellation and conversion.

(6) The issuer may use electronic means to communicate notices, warnings, information, documents, notifications and the like to shareholders, provided the shareholder concerned has given his or her explicit approval. Where a share issuer conveys information etc., to a shareholder, he or she may do so by electronic means to the shareholder’s e-mail address or by such means as the shareholder has specified for the purpose.

(7) The ministry may by regulations make further provision concerning information to shareholders.

Section 5-10.Information to lenders etc.

(1) Borrowers shall ensure that the facilities and information necessary to enable lenders to exercise their rights are available in Norway. The borrower shall moreover ensure that the integrity of data is preserved.

(2) The borrower shall in the notice convening a lenders meeting include information on the venue, time, agenda, the lender’' right to attend the meeting, payment of interest, exercise of any conversion, exchange or cancellation rights, and on repayment of the loan.

(3) The borrower shall append a proxy voting form to the notice of the meeting.

(4) The ministry may by regulations make further rules requiring a borrower to designate as its agent an undertaking through which lenders may exercise their rights, including rules on which undertakings may be designated as agents and on what are to be regarded as financial rights.

(5) The lenders meeting may be held in an EEA state other than Norway provided the denomination per bond is at least EUR 100,000, or the equivalent amount in another currency at the time of the issue, and all facilities and all information necessary to enable the lenders to exercise their rights are made available in the EEA state concerned.

(6) Section 5-9 subsection (6) applies equally to communication with lenders.

(7) The ministry may by regulations adopt further rules concerning information to lenders.

Section 5-11.(Revoked)

III. Disclosure of information etc.

Section 5-12.Disclosure, filing and storage of information

(1) The issuer, or the person who has applied for admission to trading on a regulated market without the issuer’s consent, shall disclose information regulated under this Act in an efficient and non-discriminatory manner. Investors and potential investors in the transferable securities shall not be charged for the disclosure of the information and shall to a reasonable degree be assured access to the information within the EEA area. The information shall at the same time as it is made public be communicated to the regulated market concerned which shall store it in an adequate manner.

(2) Information as mentioned in sections 5-5, 5-5(a) and 5-6 shall be filed with Finanstilsynet by electronic means at the same time as disclosure under subsection (1) takes place. The ministry may make further provision concerning such filing.

(3) Information which is confidential or classified in the interest of national security, relations with foreign states or national defence may not be made public under subsection (1).

(4) Subsection (1) first and second sentences and subsection (2) apply to issuers having Norway as their home and host state. For issuers with Norway as their host state, the provisions mentioned only apply where securities are admitted to trading on a regulated market only in Norway. Such issuers shall in addition to publicly disclosing the information file such information with the official storage mechanism of the country concerned.

(5) The ministry may by regulations make further provision concerning public disclosure and storage of information, including rules requiring that the information be disclosed and stored by means other than that specified in this section. The ministry may make regulations concerning link-up to a European single access point for officially appointed storage mechanisms for regulated information.

Section 5-13.Languages

(1) Issuers having Norway as their home state and whose transferable securities are admitted to quotation on a Norwegian regulated market only, shall disclose information in Norwegian.

(2) Issuers having Norway as their home state and whose transferable securities are admitted to quotation both in Norway and in a host state shall disclose information in Norwegian and, depending on the choice of the issuer, either in a language accepted by the competent authority of the host state or in English.

(3) Finanstilsynet may determine that an issuer as mentioned in subsections (1) and (2) may be exempted from the requirement to disclose information in Norwegian. The requirement to disclose information in Norwegian pursuant to subsections (1) and (2) shall not apply to reports as mentioned in section 5-5 (a) subsection (3) of the Securities Trading Act. Finanstilsynet may delegate authority under the first sentence to a regulated market.

(4) Issuers having Norway as their host state and whose transferable securities are not admitted to quotation on a regulated market in their home state shall disclose information in Norwegian, Swedish, Danish or English.

(5) Where transferable securities are admitted to quotation on a regulated market without the issuer’s consent, the obligations under subsections (1) to (4) shall be incumbent upon the person who has requested such admission without the issuer’s consent.

(6) Where securities with a denomination of at least EUR 100,000 or, in the case of bonds in a currency other than the euro, with a denomination equivalent to at least EUR 100,000 on the date of issue, are admitted to trading on a regulated market in Norway, the issuer shall disclose the information either in Norwegian or English.

IV. Equal treatment

Section 5-14.Equal treatment

(1) Issuers of financial instruments admitted to trading on a Norwegian regulated market shall treat the holders of their financial instruments on a non-discriminatory basis. Issuers must not subject the holders of the financial instruments to discriminatory treatment that is not objectively based in the issuer’s and the holder’s mutual interests.

(2) When trading in or issuing financial instruments or rights to such instruments, the issuer’s governing bodies, elected officers or senior employees must not take measures that are liable to provide them, individual holders of financial instruments or third parties with any unreasonable advantage at the expense of other holders or the issuer. The same applies to the trading in or issuance of financial instruments or rights attached to such instruments within the group of which the issuer is a part.

Chapter 6. Mandatory bid obligation and the voluntary bid in connection with takeovers

Section 6-1.Mandatory bid obligation in connection with share acquisition

(1) Any person who through acquisition becomes the owner of shares representing more than 1/3 of the voting rights of a Norwegian company the shares of which are quoted on a Norwegian regulated market is obliged to make a bid for the purchase of the remaining shares in the company. The mandatory bid obligation ceases to apply if sale is undertaken in accordance with section 6-8; see section 6-9.

(2) The following are also regarded as acquisitions under subsection (1):

1.	shares representing more than 50 per cent of the votes of a company whose principal activity consists in owning shares in a company referred to in subsection (1),

2.	an ownership interest in a general partnership or a limited partnership that owns shares in a company as mentioned in subsection (1) and where the partners are exclusively related parties as mentioned in section 2-5.

3.	a corresponding ownership interest in a foreign company with a form of business organisation equivalent to that mentioned in no. 1 or no. 2, as well as other foreign undertakings if the takeover supervisory authority so determines.

(3) Section 6-5 applies equally in the case of acquisitions referred to in subsection (2) nos. 1 and 3.

(4) The ministry may by regulations make rules imposing a mandatory bid obligation upon the acquisition of rights or other interests related to shares, including further rules on what rights or interests should trigger a mandatory bid obligation and further rules on such mandatory bid obligation.

(5) Subsections (1) to (4) also apply where the acquirer has previously made a voluntary bid. Subsections (1) to (4) do not however apply where the following conditions are met:

1.	the voluntary bid was made in accordance with the rules on mandatory bids,

2.	the mandatory bid threshold mentioned in subsection (1) is crossed as a result of the bid, and

3.	it was stated in the offer document that the voluntary bid is made in accordance with rules on mandatory bids and, in consequence of this, the mandatory bid obligation will not be triggered even if the mandatory bid threshold as mentioned in subsection (1) is crossed as a result of the bid.

(6) Subsection (1) applies equally in the event of acquisition by someone with whom the acquirer is consolidated pursuant to section 6-5 when the acquirer alone or together with one or more of the related parties crosses the mandatory offer threshold as a result of the acquisition.

Section 6-2.Exceptions for certain types of acquisition

(1) No mandatory bid obligation is triggered under section 6-1 or section 6-6 where acquisition is in the form of

1.	inheritance or gift,

2.	payment in connection with probate, or

3.	payment in connection with the merger or demerger of a private limited company or public limited company.

(2) The takeover supervisory authority may in special cases impose a mandatory bid obligation in connection with acquisitions as mentioned in subsection (1).

(3) The takeover supervisory authority may make exceptions from the mandatory bid obligation in the case of acquisition by a party with whom the acquirer is consolidated pursuant to section 6-5; see section 6-1 subsection (6).

Section 6-3.Exceptions for certain institutions

(1) No mandatory bid obligation is applicable pursuant to section 6-1 or section 6-6 in cases where a financial institution acquires shares in a company in order to avert or limit loss on an exposure. The institution shall without delay notify such acquisition to the takeover supervisory authority. The takeover supervisory authority may instruct the institution to make a bid as mentioned in section 6-1 within a specified period or to dispose of shares so that the mandatory bid obligation no longer applies.

(2) The mandatory bid obligation pursuant to section 6-1 and section 6-6 does not apply to the Norwegian State Finance Fund.

Section 6-4.Takeover supervisory authority

Finanstilsynet is the takeover supervisory authority for companies established in Norway and companies listed on a regulated market in Norway

Section 6-5.Consolidation

(1) Under the mandatory bid rules, shares owned or acquired by a shareholder's related parties as mentioned in section 2-5 are considered equal to the shareholder's own shares. The mandatory bid obligation comes into play independently of whether the acquisition is undertaken by the shareholder himself or by the shareholder's related parties as mentioned in section 2-5. In the assessment of whether repeat application of the mandatory bid obligation is triggered, bids previously made by related parties as mentioned in section 2-5 are considered equal to an acquirer's previous bids.

(2) The takeover supervisory authority shall decide whether consolidation shall be carried out pursuant to subsection (1). The takeover supervisory authority shall communicate its decision to the participants in the group so consolidated.

Section 6-6.Repeat application of the mandatory bid obligation and subsequent acquisitions

(1) A shareholder who owns shares representing more than 1/3 of the votes of a listed company is obliged to make an offer to purchase the remaining shares of the company (repeat bid obligation) where the shareholder through acquisition owns shares representing 40 per cent of the votes of the company. The first sentence applies equally where the shareholder through acquisition owns 50 per cent or more of the votes of the company. The first and second sentences do not apply in the case of acquisitions in connection with the launch of a bid as mentioned in section 6-1.

(2) A shareholder who has crossed a mandatory bid threshold as mentioned in section 6-1 or section 6-6 subsection (1) in such a way as not to trigger the mandatory bid obligation, and has therefore not made a mandatory bid, is obliged in the case of each subsequent acquisition that increases his proportion of the voting rights to make an offer to buy the remaining shares of the company.

(3) The mandatory bid obligation under subsections (1) and (2) does not however apply where shares are disposed of in accordance with section 6-8; see section 6-9.

Section 6-7.Consent to share acquisition

If, according to the company's articles of association, an acquisition is subject to the consent of the board of directors, the board will be deemed to have given its consent if the matter has not been decided within three weeks of the offeree company's receipt of notice of the acquisition.

Section 6-8.Notification to the takeover supervisory authority

(1) Where an agreement on acquisition triggering a mandatory bid obligation under sections 6-1 to 6-6 is entered into, the person who is or will be subject to such obligation shall without delay notify the takeover supervisory authority and the offeree company accordingly. The notification shall state whether a bid will be made to buy the remaining shares in the offeree company or whether sale will take place in accordance with section 6-9. The takeover supervisory authority shall make the notification available to the public.

(2) The person subject to the mandatory bid obligation and offeree company shall inform their employees immediately after the notification has been made public.

(3) If notification is not given in accordance with subsection (1), or the mandatory bid obligation is otherwise contested, the takeover supervisory authority shall make a decision on the issues thereby raised.

(4) Notification of sale may be changed to notification of bid provided the bid is made within the time limit set in section 6-10 subsection (1).

(5) Until such time as a bid is made or sale effected, no other rights in the offeree company may be exercised in respect of the portion of the shares which exceeds the mandatory bid threshold than the right to take out dividend on the shares and to exercise pre-emption rights in the event of an increase of capital.

Section 6-9.Sale of shares

(1) Sale of shares in accordance with notification or decision as mentioned in section 6-8 shall take place within four weeks of the date on which the mandatory bid obligation was triggered.

(2) Such sale shall encompass that portion of the shares which exceeds the threshold mentioned in section 6-1. In the event of a mandatory bid under section 6-6, the sale may be restricted to the shares acquired through the subsequent acquisition.

Section 6-10.The bid

(1) The bid shall be made without undue delay and at the latest four weeks after the mandatory bid obligation was triggered.

(2) The bid shall encompass all shares of the offeree company, including shares with restricted or no voting rights.

(3) An offer may not be made conditional.

(4) The bid price shall be at least as high as the highest payment the offeror has made or agreed in the period six months prior to the point at which the mandatory bid obligation was triggered. The ministry may by regulations make rules concerning the bid price, including rules permitting the takeover supervisory authority, on specific conditions, to change the price ensuing from the first sentence. If it is clear that the market price at the point the mandatory bid obligation is triggered is higher than the price following from the first sentence, the bid price shall be at least as high as the market price.

(5) If the offeror, after the mandatory bid obligation was triggered and before the expiry of the period of the offer, has paid or agreed a higher price than the bid price, a new bid shall be deemed to have been made with a bid price equivalent to the higher payment or price. The provisions of section 6-12 subsection (2) apply equally to the new bid.

(6) Settlement under the terms of the bid shall be in cash. A bid may nonetheless give the shareholders the right to accept an alternative to cash.

(7) The settlement shall be guaranteed by a financial institution authorised to provide such guarantees in Norway. The takeover supervisory authority may make further regulations concerning guarantees as mentioned in the first sentence.

(8) Settlement shall take place as soon as possible and at the latest 14 days after expiry of the period of the bid.

(9) The offeror shall ensure all shareholders equal treatment when making a bid.

(Not yet in force)

Section 6-11.Period of the bid

(1) The bid shall state a time limit for shareholders to accept the bid (the period of the bid). The time limit may not be shorter than four weeks and not longer than six weeks.

(2) The ministry may make further regulations on the right to dispense with the Act's general requirement as to the longest permitted bid period.

Section 6-12.New bid

(1) The offeror may make a new bid prior to the expiry of the period of the bid, provided the new bid is approved by the takeover supervisory authority. The offeree company's shareholders shall be entitled to choose between the bids.

(2) If a new bid is made, the period of the bid shall be extended so that at least two weeks remain to expiry.

Section 6-13.Requirements on the offer document

(1) Anyone subject to a mandatory bid obligation shall draw up an offer document which reproduces the bid and gives correct and complete information about matters of significance for evaluating the bid.

(2) The offer document shall specifically state:

1.	the offeror's name and address, and the type of organisation and organisation number if the offeror is an undertaking,

2.	information about the shares and share classes involved,

3.	information about related parties as mentioned in section 6-5, including the basis for the consolidation and any shareholder agreements,

4.	what shares and loans referred to in the Private Limited Companies Act section 11-1 and the Public Limited Companies Act section 11-1 in the listed company are owned by the offeror or anyone mentioned section 6-5,

5.	the bid price and the method used to establish the bid price, the time limit for settlement and the form of settlement, and what guarantees are furnished for performance of the offeror's obligations,

6.	the principles underlying the valuation of asset items offered as settlement, including information on factors to which importance must be given when deciding whether to subscribe or acquire securities,

7.	the time limit for accepting the bid and how acceptance should be filed,

8.	how the purchase of the shares is to be financed,

9.	special advantages which are accorded by agreement to members of the management or governing bodies of the company or which are held in prospect for any of the latter,

10.	what contact the offeror has had with the management or governing bodies of the offeree company before the bid was made,

11.	the purpose of taking over control of the offeree company and plans for further operation,

12.	reorganisation etc., of the offeree company and the group of which it forms part,

13.	what significance implementation of the bid will have for the employees, including the legal, financial and employment consequences of the bid, and the legal and tax consequences of the bid,

14.	the largest and smallest proportion of the share capital that the offeror undertakes to acquire,

15.	information on payment of compensation offered for rights that may be set aside as a result of a decision as mentioned in section 6-17 subsection (4),

16.	information on choice of law and venue for any dispute that may arise in connection with agreements entered into between the offeror and the shareholders.

(3) The offer document shall be signed by the offeror.

Section 6-14.Approval and public disclosure of the bid

(1) The bid and the offer document require approval by the takeover supervisory authority before the bid is made or made public.

(2) After the bid has been approved, the party subject to the mandatory bid obligation shall dispatch the bid to all shareholders with known whereabouts. The company is obliged to facilitate such dispatch.

(3) After the bid has been approved, the party subject to the mandatory bid obligation and the offeree company shall make the bid known to their employees.

(4) An offer document approved by the competent authority of another EEA state shall be deemed to be approved as from the date on which notification is received from that EEA state to the effect that the offer document has been prepared in conformity with national rules implementing Directive 2004/25/EC and approved by the competent authority of the EEA state concerned. The Norwegian takeover supervisory authority may however stipulate that the offer document shall be translated.

Section 6-15.Fees

The takeover supervisory authority may charge the offeror a fee to cover expenses in connection with approval as mentioned in section 6-14.

Section 6-16.The offeree company's statement regarding the bid

(1) Where a bid is made under the rules on mandatory bids, the board of the offeree company shall make public a statement setting out its opinion of the bid and the reasons on which it is based, including its views on the effects of implementation of the bid on the company's interests, and on the offeror's strategic plans for the offeree company and their likely repercussions on employment and the locations of the company's places of business. Should the board consider itself unable to make a recommendation to the shareholders on whether they should or should not accept the bid, it shall explain why this is so. Information shall also be given about the views, if any, of the board members and the manager effectively in charge in their capacity as shareholders of the company. If the board receives in good time a separate opinion from the employees on the effects of the bid on employment, that opinion shall be appended to the statement.

(2) The statement shall be available at the latest one week before the period of the bid expires.

(3) The statement shall be sent to the takeover supervisory authority and be made known to the shareholders and the employees.

(4) Where a bid has been made by someone who is a member of the board of the offeree company, or the bid has been made in concert with the board of the company, the takeover supervisory authority shall decide who shall issue a statement as mentioned in subsection (1) on behalf of the company.

Section 6-17.Restriction of the offeree company’s freedom of action

(1) After the company is informed that a bid will be made pursuant to section 6-1, section 6-2 subsection (2) or section 6-6 and until the period of the bid has expired and the result is clear, the board or manager effectively in charge may not make decisions in regard to

1.	issuance of shares or other financial instruments by the company or by a subsidiary,

2.	merger of the company or subsidiary,

3.	sale or purchase of significant areas of operation of the company or its subsidiaries, or other dispositions of material significance to the nature or scope of its operations, or

4.	purchase or sale of the company's shares.

(2) This section does not apply to dispositions that are part of the normal course of the offeree company's business, or where the general meeting has empowered the board or manager effectively in charge to make such decisions with takeover situations in mind.

(3) The company's general meeting may by way of the articles of association stipulate that EEA rules corresponding to Directive 2004/25/EC Article 9(2) and (3), see Article 12(2), shall apply to the company.

(4) The offeree company's general meeting may by way of the articles of association also stipulate that EEA rules corresponding to Directive 2004/25/EC Article 11, see Article 12(2), shall apply. The company's general meeting shall in a resolution, if any, under the first sentence establish further conditions for the calculation and payment of compensation in accordance with Article 11(5) of the same Directive.

(5) Companies having adopted a resolution in accordance with subsections (3) and (4) shall report the resolution to the takeover supervisory authority and to the competent authorities of other member states where the company has been admitted to listing on a regulated market, or where such listing has been requested.

(6) Notice of a general meeting for the resolution of measures determined in the articles of association as mentioned in subsection (3) and (4) shall, without prejudice to the time limit for convening of general meeting pursuant to the Public Limited Liability Companies Act section 5-11 (b) no.1, be sent to shareholders no later than two weeks prior to the meeting. In the articles of association, the company may set a longer time limit for convening a general meeting for the adoption of resolutions as mentioned in subsection (4).

Section 6-18.Public disclosure of the result of the bid

The offeror shall without delay make public the result of any bid made.

Section 6-19.Voluntary bids

(1) The provisions of section 6-10 last subsection and sections 6-12 to 6-18 apply equally in the event of voluntary bids entailing that a mandatory bid obligation under section 6-1 comes into play if the bid is accepted by those able to make use of it.

(2) Subsection (1) does not apply where a bid is addressed specifically to certain shareholders unless the bid is made simultaneously or in conjunction and has the same content.

(3) Whoever has made a decision to make a voluntary bid as referred to in subsection (1) shall forthwith notify the takeover supervisory authority and the offeree company. The takeover supervisory authority shall make the notification available to the public. The offeror and the company shall inform their employees immediately the notification has been made public.

(4) The bid shall be launched within a reasonable period after the decision to launch a voluntary bid is taken.

(5) A voluntary bid as referred to in subsection (1) shall indicate a period allowed for shareholders to accept the bid. The period may not be shorter than two weeks or longer than 10 weeks. The ministry may make further regulations on the right to dispense with the Act's general requirement as to the longest permitted bid period.

Section 6-20.Exercise of shareholder rights in case of failure to make a mandatory bid

Shareholders who neglect their obligation to make a bid under section 6-1, section 6-2 subsection (2) or section 6-6 may not, for the duration of the mandatory bid obligation, exercise rights in the company other than the right to dividend and pre-emption rights in the event of an increase of capital without the consent of a majority of the remaining shareholders.

Section 6-21.Forced sale of shares

(1) ) If no bid is made under section 6-1, section 6-2 subsection (2) or section 6-6 and the period allowed for sale pursuant to section 6-9 is exceeded, the takeover supervisory authority may sell the shares under the rules governing forced sale insofar as they are applicable. The Enforcement Act section 10-6, cf. section 8-16, does not apply.

(2) The takeover supervisory authority shall give the party subject to the mandatory bid obligation at least two weeks' notice of forced sale.

Section 6-22.Forced transfer of shares in connection with the mandatory bid obligation and voluntary bid

(1) Where the offeror, after making a mandatory or voluntary bid pursuant to section 6-19, has acquired more than nine tenths of the voting shares of the offeree company and a corresponding proportion of the votes that can be cast at the general meeting, the offeror may decide to force the transfer of the remaining shares in accordance with the Public Limited Companies Act section 4-25. The remaining shareholders are entitled to demand that the offeror take over the shares.

(2) If forced transfer takes place within three months after the expiry of the period of the bid under section 6-11, the redemption price shall be fixed on the basis of the bid price unless another price is called for on special grounds.

(3) Where the offeror, after making a voluntary bid, has acquired a holding as stated in subsection (1), shares may be forcibly transferred without a prior mandatory bid having been made provided the following conditions are met:

1.	forced transfer is initiated at the latest four weeks after the acquisition of shares by voluntary bid,

2.	the redemption price corresponds at least to the lowest bid price that would have resulted from a mandatory bid, and

3.	the same guarantee is provided as in the case of a mandatory bid under section 6-10 subsection (7). The Public Limited Companies Act section 4-25 subsection (5) does not apply to the extent that such a guarantee is provided.

Section 6-23.Takeover bids with links to more than one state

(1) The provisions of this chapter apply equally in relation to

1.	companies with their registered office in another state whose shares or other securities comparable to shares are not quoted on a regulated market in the state in which the company has its registered office but on a Norwegian regulated market, and

2.	companies with their registered office in Norway whose shares are quoted on a regulated market in another EEA state.

(2) The ministry may in cases as mentioned in subsection (1) lay down further regulations on the application of the provisions of this chapter as well as on the takeover supervisory authority and choice of law.

(3) The takeover supervisory authority may by individual decision make exception from some or all of the provisions of this chapter in the case of companies with their registered office in Norway whose shares are quoted on a regulated market both in Norway and a state outside the EEA. The same applies in relation to companies with their registered office in a state outside the EEA whose shares are quoted on a regulated market in Norway.

Chapter 7. Prospectus requirements in connection with public offerings and admission to trading

I. EEA prospectuses

Section 7-1.Prospectus Regulation

(1) The EEA Agreement Annex IX No. 29bd (Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the Prospectus Regulation) as amended by Regulation (EU) 2019/2115 as regards the promotion of the use of SME growth markets and Regulation 2021/337 as regards the EU Recovery prospectus) applies as law with such modifications as follow from Annex IX, Protocol 1 to the Agreement and the Agreement in general.

(2) Where in this Act reference is made to the Prospectus Regulation, it shall at all times be taken to mean the Regulation as implemented or amended pursuant to subsection (1) or subsection (3).

(3) The ministry may make regulations to supplement this section and may by regulations make amendments to, and exceptions from, the provisions implemented in subsection (1) to implement Norway’s obligations under the EEA Agreement.

Section 7-2.Application to equity certificates

Equity certificates are deemed to be securities as defined in Article 2(a) of the Prospectus Regulation. The provisions of the Prospectus Regulation on shares and section 7-4 subsection (1) apply with equal effect to equity certificates insofar as appropriate.

Section 7-3.Threshold amount for the obligation to prepare an EEA prospectus

Offers to the public for subscription or purchase of shares are exempt from the obligation to prepare an EEA prospectus under Article 3(1) of the Prospectus Regulation provided that the total consideration of each such offer in the EEA is less than EUR 8 million calculated over a period of 12 months.

Section 7-4.Responsibility attaching to an EEA prospectus

(1) Where an offer for subscription or purchase of shares is made by the company that has issued the shares, the company’s board of directors or equivalent governing body shall be responsible for ensuring that the prospectus meets relevant information requirements. The same applies to admission to trading on a regulated market.

(2) In cases other than under subsection (1), responsibility for ensuring that the EEA prospectus meets the information requirements shall attach at least to the offeror, the person requesting admission to trading, or the guarantor, as the case may be.

II. National prospectuses

Section 7-5.Obligation to prepare national prospectuses

(1) Where offers are made to the public for subscription or purchase of securities for a total consideration between EUR 1 million and EUR 8 million calculated over a period of 12 months, national prospectuses shall be prepared under the rules of the present chapter.

(2) ‘Securities’ under subsection (1) means transferable securities with the exception of money market instruments with a maturity of less than 12 months.

(3) Section 7-2 applies with equal effect insofar as appropriate.

Section 7-6.Exemption from the obligation to prepare national prospectuses

Article 1, paragraph 4, and paragraph 6, first sentence, of the Prospectus Regulation, cf. section 7-1, on exemptions from the obligation to publish a prospectus when securities are offered to the public apply equally to national prospectuses.

Section 7-7.Content of and responsibility for national prospectuses

(1) 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.

(2) National prospectuses shall identify the persons responsible for the prospectus by their names and positions. Section 7-4 applies.

(3) National prospectuses shall include a responsibility statement signed by those responsible for the prospectus to the effect that to the best of their knowledge the information given is consistent with the facts, and that no knowledge of such nature as may alter the substance of the prospectus has been omitted, and that they have taken all reasonable steps to ensure that such is the case.

(4) The ministry may by regulations lay down provisions on the content of national prospectuses, including requirements on language and the presentation of information in a specified sequence.

Section 7-8.Registration of national prospectuses in the Register of Business Enterprises

National prospectuses shall be registered in the Register of Business Enterprises prior to publication.

Section 7-9.Validity and publication of national prospectuses

(1) National prospectuses are valid for 12 months after registration in the Register of Business Enterprises, provided they are completed by any supplement required pursuant to section 7-10.

(2) National prospectuses shall be published no later than the start of the offer period. Publication is deemed to have taken place once the prospectus is made electronically available on the website of the offeror or the lead manager.

(3) Where information on an offer of securities to the public is given in advertisements or by other means, they shall also state that further information is available in the national prospectus and indicate where the prospectus is electronically available. Such information shall be consistent with the information contained in the prospectus.

(4) Acceptance forms may only be issued together with a complete national prospectus.

Section 7-10.Supplements to national prospectuses

(1) Any new material circumstance, error or inaccuracy which is capable of affecting the assessment of the securities, and which arises or comes to light between the registration of the national prospectus and the expiry of the acceptance period, shall be mentioned in a supplement to the prospectus.

(2) The supplement shall be registered in accordance with section 7-8 and published without undue delay in accordance with section 7-9.

Section 7-11.Withdrawal of acceptance given in connection with national prospectuses

(1) If the national prospectus does not contain information on price or on the procedure for determining the price, acceptance of the offer may be withdrawn within two days of the date on which the final price and number of securities offered are registered with the Register of Business Enterprises.

(2) Acceptance of an offer given before any supplement to a national prospectus was published, see section 7-10, may be withdrawn within two days of such publication if the new circumstance, error or inaccuracy arose or came to light before the delivery of the securities. The final date for withdrawal of acceptance shall be stated in the supplement.

(3) The ministry may by regulations make provision concerning such registration as mentioned in subsection (1).

III. General provisions

Section 7-12.Competent prospectus authority

(1) Finanstilsynet is the competent prospectus authority pursuant to the Prospectus Regulation and may review national prospectuses at its own initiative.

(2) The ministry may by regulations provide that national prospectuses shall be sent to Finanstilsynet for scrutiny prior to publication.

Section 7-13.Special powers of the competent prospectus authority

(1) Where there are grounds for suspecting that rules laid down in or pursuant to chapter 7 have been infringed, Finanstilsynet may:

1.	order an offer of securities to the public or admission to trading on regulated market to be suspended for a maximum of 10 consecutive working days,

2.	prohibit advertisements relating to an offer of securities to the public or admission to trading on regulated market for a maximum of 10 consecutive working days,

3.	suspend, or require the relevant trading venues to suspend, trading for a maximum of 10 consecutive working days.

(2) Finanstilsynet may adopt a decision to refuse to consider and approve a prospectus drawn up by an issuer, offeror or person requesting admission to trading on a regulated market that has infringed provisions laid down in or pursuant to chapter 7 if such infringement entails that there are grounds for fearing that consideration and approval of the prospectus may impair investor protection or confidence in the securities market.

(3) Where Finanstilsynet has adopted a decision or prohibition under Article 42 of the Markets in Financial Instruments Regulation, see section 8-1, Finanstilsynet may halt the scrutiny of a prospectus that has been submitted for approval, or suspend an offer of securities to the public or admission to trading on a regulated market, or restrict the offer or admission to trading, until such prohibition or restriction has ceased.

(4) Finanstilsynet may order issuers, offerors or persons that request admission to trading on a regulated market to provide supplementary information in the prospectus where this is necessary in the interest of investor protection.

(5) Finanstilsynet may publish, or require the issuer to publish, all material information which may have an effect on the assessment of the securities offered to the public or admitted to trading on a regulated market in order to ensure investor protection or a well-functioning market.

Section 7-14.Fee to cover expenses of prospectus control

(1) Finanstilsynet may require the person responsible for drawing up a prospectus to pay a fee to cover expenses of scrutiny of the prospectus.

(2) The register of business enterprises may require the offeror to pay a fee to cover expenses of registration of the prospectus.

(3) The ministry may by regulations make further provisions regarding the calculation and collection of fees.

Section 7-15.Supplementary regulations

The ministry may make further regulations to sections 7-1 to 7-14, including making further exemptions from the obligation to publish a prospectus.

Section 7-16.(Revoked)

Section 7-17.(Revoked)

Section 7-18.(Revoked)

Section 7-19.(Revoked)

Section 7-20.(Revoked)

Section 7-21.(Revoked)

Chapter 8. Implementation of the Markets in Financial Instruments Regulation and the DLT Regulation

Section 8-1.The Markets in Financial Instruments Regulation

(1) The EEA Agreement Annex IX (Regulation (EU) No 600/2014) on markets in financial instruments (the Markets in Financial Instruments Regulation) as amended by Regulation (EU) No 1033/2016) and Regulation (EU) 2022/2554, cf. the Act on Digital Operational Resilience in, a market the Financial Sector section 1, applies as Norwegian law with such modifications as follow from Annex IX, Protocol I to the Agreement and the Agreement in general.

(2) Where in this Act reference is made to the Markets in Financial Instruments Regulation, it shall be taken to mean the Regulation as implemented in subsection (1).

(3) The ministry may make supplementary regulations to this section and by regulations make amendments to, and make exemptions from, the provisions implemented in subsection (1) to implement Norway’s obligations under the EEA Agreement.

Section 8-2.Implementation of the DLT Regulation

(1) The EEA Agreement Annex IX No. 31cc (Regulation (EU) 2022/858 (on a pilot regime for market infrastructures based on distributed ledger technology)) applies as Norwegian law with such modifications as follow from Annex IX, Protocol I to the Agreement and the Agreement in general.

(2) The ministry may make regulations to supplement this section and may by regulations make amendments to, and prescribe exemptions from, the provisions implemented under subsection (1) to implement Norway’s obligations under the EEA Agreement.