Machine Translated by Google 29/04/2021 Securities Trading Act (Securities Trading Act) - II. Periodic duty to provide information, etc. - Lovdata Securities Trading Act (Securities Trading Act) 1 Part 2. General provisions Chapter 5. Ongoing and periodic information obligation, publication mv. II. Periodic duty to provide information, etc. § 5-4. Scope 1 (1) Sections 5-5 to 5-11 apply to issuers with Norway as their home state whose transferable securities are admitted to trading on a regulated market. (2) Norway is the home state of an issuer from the EEA that has a business office here, if the issuer 1. has issued shares, or 2. has issued debt instruments whose nominal value per unit is less than 1,000 euros, or equivalent value in another currency. (3) Norway is the home state of an issuer from countries outside the EEA that has issued instruments as mentioned in the second paragraph no. 1 or 2, when Norway is the country in the EEA where 1. the securities are offered to the public for the first time, or 2. admission to listing on a regulated market is applied for for the first time. The issuer as mentioned in the first sentence may choose Norway as its home state if one of the events in the first sentence nos. 1 and 2 has taken place in Norway and the other in another EEA state. (4) Norway is the home state of the issuer that is not covered by the second and third paragraphs, if the issuer has chosen Norway as the home state. Such an issuer must either have a business office in Norway or have its transferable securities admitted to trading on the Norwegian regulated market. The choice of Norway as home state according to this provision shall apply for at least three years, unless the transferable securities are no longer admitted to trading on a regulated market. (5) Norway is the host state for the issuer with another EEA country as home state whose transferable securities are admitted to trading on the Norwegian regulated market. Issuers with Norway as host state shall comply with the legislation of the home state with 1 regard to the conditions regulated in §§ 5-5 to 5-11. 1 (6) Sections 5-5 to 5-11 do not apply to a state, regional or local authority in a state, international public body or organization of which at least one EEA 1 state is a member, the EEA Central Bank and the European Central Bank. §§ 5-5 to 5-11 also do not apply to issuers who only issue debt instruments whose nominal value is at least 100,000 euros or an equivalent amount in another currency, or for issuers of mutual funds. The Ministry may in regulations make further exceptions from §§ 5-5 to 5-11, as well as issue rules on the application of the Act to mutual funds. 1 (7) Unless otherwise stated in the individual provision, §§ 5-5 to 5-14 and rules laid down pursuant to these provisions apply to corresponding equity certificates as far as appropriate. https://lovdata.no/dokument/NL/lov/2007-06-29-75/KAPITTEL_2-3-2#KAPITTEL_2-3-2 1/6 Machine Translated by Google 29/04/2021 Securities Trading Act (Securities Trading Act) - II. Periodic duty to provide information, etc. - Lovdata (8) The Ministry may lay down further provisions on the scope of application in regulations, including rules on the publication of elections to the home state pursuant to the fourth paragraph. 0 Amended by Act of 22 June 2012 no. 35 (i.e. 1 July 2012 according to Res. 22 June 2012 no. 566), see its XIX. 1 § 5-11 is repealed. § 5-5. Annual report (1) The issuer shall prepare an annual report in accordance with provisions laid down in and pursuant to this Act. The annual report shall be published no later than four months after the end of the financial year. The issuer must ensure that the annual report remains public for at least five years. (2) The annual report shall include: 1. audited annual accounts, 2. annual report, and 3. declaration from the persons responsible with the issuer, with clear indication of name and job title, that a) the annual accounts, in their best belief, have been prepared in accordance with applicable accounting standards and that the information in the accounts gives a true and fair view of the company's and the group's assets, liabilities, financial position and results as a whole, and that b) the annual report provides a true and fair view of the development, results and position of the enterprise and the group, together with a description of the most important risk and uncertainty factors the companies face. (3) If the issuer is to prepare consolidated accounts in accordance with the Accounting Act § 3-2 third paragraph, in accordance with 1 national rules implementing the Seventh Council Directive 83/349 / EEC of 13 June 1983 on consolidated accounts or similar rules in countries outside the EEA, the audited annual accounts shall of consolidated accounts prepared in accordance with Regulation (EC) no. 2 1606/2002, cf. the Accounting Act § 3-9 first and second paragraphs. The company accounts of the parent company shall be prepared in accordance with national legislation in the EEA state where the parent company has its business office. If the issuer is not required to prepare consolidated financial statements, the audited financial statements shall consist of financial statements prepared in accordance with the national law of the Member State in which the issuer has its registered office. (4) The annual accounts shall be audited in accordance with the Auditing Act and auditors, in accordance with national rules implementing 3 Articles 51 and 51 a of the Fourth Council Directive 78/660 / EEC of 25 July 1978 on the annual accounts of certain types of companies or similar rules in non-EEA countries and , if the issuer is required to prepare consolidated accounts, in accordance with national rules implementing Article 37 of Directive 83/349 / EEC, or equivalent rules in countries outside the EEA. The auditor's report signed by the persons responsible for auditing the accounts shall be published in full together with the annual report. (5) If the auditor has found that the accounts should not be determined as they are, or if the auditor has given comments, clarifications or made reservations in the auditor's report, notification of this shall be sent to Finanstilsynet and the relevant regulated market as soon as the auditor's report is received by the issuer. (6) The annual report shall be prepared in accordance with the Accounting Act § 3-3 a, in accordance with national legislation implementing Articles 46 and 46 a in Directive 78/660 / EEC or equivalent rules in countries outside the EEA and, if the issuer is required to prepare consolidated accounts, in accordance with national law. which implements Article 36 of Directive 83/349 / EEC or equivalent rules in countries outside the EEA. (7) If the corporate assembly or the supervisory board has significant objections to the board's proposal for annual accounts and annual report, or the general meeting does not approve the annual accounts and annual report, notification of this shall be published in accordance with § 5-12 immediately after the hearing has ended. https://lovdata.no/dokument/NL/lov/2007-06-29-75/KAPITTEL_2-3-2#KAPITTEL_2-3-2 2/6 Machine Translated by Google 29/04/2021 Securities Trading Act (Securities Trading Act) - II. Periodic duty to provide information, etc. - Lovdata (8) The Ministry may in regulations lay down rules on the content, preparation and publication of annual reports and on responsible persons as mentioned in the second paragraph no. 3. Ikr. 1 Jan 2008 with effect for accounting periods beginning 1 Jan 2008 or later. 0 Amended by Acts 19 June 2009 No. 48 (Act no. 21 Dec 2009 according to Resolution 18 Dec 2009 No. 1603), 25 June 2010 No. 33 (Act 1 July 2010 pursuant to Resolution 25 June 2010 No. 980 ). Amended by Act no. 128 of 20 Nov 2020 (effective 1 May 2021 according to Resolution 9 April 2021 no. 1104). 1 Cf. the EEA Agreement Annex XXII no. 6. Dir 83/349 has been adopted replaced by dir 2013/34, the EEA Agreement Annex IX no. 10i (not icr.). 2 Cf. the EEA Agreement, Annex XXII No. 10b. 3 Cf. the EEA Agreement Annex XXII no. 4. Dir 78/660 has been adopted replaced by dir 2013/34, the EEA Agreement Annex IX no. 10i. Change per 25 Oct 2018 not yet ikr. § 5-5a. Reporting on payments to authorities etc. Issuers operating in the extractive industries shall prepare and publish an annual report with information on their payments to authorities at the country and project level. The same applies to issuers who conduct forestry within non-planted forests. The annual report shall state where the report has been published. The issuer's annual report shall contain a statement from the persons responsible for the issuer, with clear indication of name and job title, that the report pursuant to the first paragraph, in their best belief, has been prepared in accordance with the requirements of this provision with associated regulations. The obligation to prepare an annual report pursuant to the first paragraph, first and second sentences does not apply to issuers who prepare an annual report in accordance with corresponding foreign regulations. The same exception applies if information pursuant to the first sentence of the first paragraph is included in the parent company's annual report on the group's payments to authorities prepared as group reporting in accordance with the rules in this section with associated regulations or in accordance with corresponding foreign regulations. The Ministry may stipulate in regulations that the reporting obligation pursuant to the first paragraph shall only apply to issuers above a given size and payments above given threshold values, as well as stipulate other exceptions from the first paragraph. The Ministry may also stipulate in regulations that the report shall contain information other than payments to the authorities, what is considered equivalent foreign regulations, as well as provide further rules on definitions, publication and group reporting. 0 Added by Act 13 Dec 2013 no. 123 (ikr. 1 Jan 2014 with effect for financial years beginning 1 Jan 2014 and later), amended by Act of 20 June 2014 no. 29 (cf. 1 July 2014 according to decision 26 June 2014 no. 866). § 5-6. Interim report (1) The issuer shall prepare an interim report for the first six months of the financial year in accordance with provisions laid down in and pursuant to this Act. The half-year report shall be published as soon as possible and no later than two months after the end of the accounting period. The issuer must ensure that the half-yearly report remains public for at least five years. (2) The half-yearly report shall contain: 1. summary of financial accounts (half-yearly accounts), 2nd half- yearly report, and 3. declarations from the persons responsible with the issuer, with clear indication of name and job title, that a) the half-year accounts, in their best belief, have been prepared in accordance with the applicable accounting standards and that the information in the accounts gives a true and fair view of the company and the group's assets, liabilities, financial position and results as a whole, and that https://lovdata.no/dokument/NL/lov/2007-06-29-75/KAPITTEL_2-3-2#KAPITTEL_2-3-2 3/6 Machine Translated by Google 29/04/2021 Securities Trading Act (Securities Trading Act) - II. Periodic duty to provide information, etc. - Lovdata b) the half-yearly report, in their best belief, provides a true and fair view of the information mentioned in the fourth paragraph. (3) An issuer who is obliged to prepare consolidated accounts pursuant to the Accounting Act § 3-9 first and second paragraphs, 1 pursuant to national legislation implementing Regulation (EC) no. 1606/2002 or equivalent rules in countries outside the EEA, shall prepare the international accounting standard for interim financial statements. If the issuer is not obliged to prepare consolidated financial statements, the half-yearly financial statements shall at least contain summary balance sheet figures, summary figures on income and losses and explanatory notes regarding these figures. When preparing the half-year accounts, the issuer shall use the same requirements for the application of principles for recognition and measurement as when preparing the annual accounts. (4) The half-yearly report shall at least contain information on important events during the accounting period and their influence on the half-yearly accounts. In addition, a description must be given of the most central risk and uncertainty factors the company faces in the next accounting period. For shareholders, the half-year report shall contain a description of related parties' significant transactions. (5) If an auditor's report or statement on simplified auditor control has been submitted for the half-yearly report, this shall be published in accordance with section 5-12 together with the half-yearly report. If no audit report or statement on simplified auditor control has been submitted for the half-year report, this shall be clearly stated in the half-year report. (6) The Ministry may in regulations lay down further rules on the content, submission and publication of half-yearly reports and on responsible persons as mentioned in the second paragraph no. 2004/109 / EC Art. 6. 2 Ikr. 1 Jan 2008 with effect for accounting periods beginning 1 Jan 2008 or later 0 Amended by Act 15 Apr 2011 no. 10 (ikr. 1 May 2011 according to res. 15 Apr 2011 no. 400). 1 Cf. the EEA Agreement, Annex XXII No. 10b. 2 Cf. the EEA Agreement, Annex IX No. 29d. § 5-7. Issuers from countries outside the EEA 1 The Ministry shall lay down regulations for the implementation of Directive 2004/109 / EC Article 23. The Ministry may also 2 decide that national legislation implementing Article 10 of Directive 2004/25 / EC and Articles 1 and 2 of Directive 2006/46 / EC shall 3 apply correspondingly to issuers. from countries outside the EEA. 0 Amended by Act no. 33 of 25 June 2010 (cf. 1 July 2010 according to Resolution 2580 of 25 June 2010). 1 Cf. the EEA Agreement, Annex IX No. 29d. 2 Cf. the EEA Agreement, Annex XXII No. 10d. 3 Cf. the EEA Agreement Annex XXII Nos. 4 and 6. Directive 2006/46 has been adopted replaced by Directive 2013/34, the EEA Agreement Annex IX No. 10i (not ikr.). § 5-8. Changes in share capital, rights, loans and articles of association (1) The issuer of shares shall immediately announce a change in the rights to the issuer's shares, including changes in associated financial instruments issued by the company. (2) The issuer of shares shall, no later than at the end of each month in which a change in share capital or voting rights takes place, publish an overview of the share capital and the number of votes in the company. https://lovdata.no/dokument/NL/lov/2007-06-29-75/KAPITTEL_2-3-2#KAPITTEL_2-3-2 4/6 Machine Translated by Google 29/04/2021 Securities Trading Act (Securities Trading Act) - II. Periodic duty to provide information, etc. - Lovdata (3) An issuer other than a share issuer shall immediately publish a change in the rights related to the issuer's transferable securities, including changed terms or conditions that may indirectly affect the holder's legal position, especially as a result of changed loan terms or interest rates. (4) An issuer whose transferable securities are admitted to trading on a Norwegian regulated market shall immediately publish the issuance of new loans, including any guarantees or collateral provided in this connection. This provision also applies to issuers as mentioned in § 5-4 sixth paragraph. This provision does not apply to public international bodies of which at least one EEA State is a member. (5) Information mentioned in the first to fourth paragraphs shall be published in accordance with § 5-12. (6) An issuer that intends to amend its articles of association shall send proposals for amendments to Finanstilsynet and the relevant regulated market. Transmission shall take place electronically and take place no later than the same day as the submission of the notice to the general meeting where the proposal is to be considered. 0 Amended by Act 19 June 2009 no. 48 (ikr. 21 Dec 2009 according to Res. 18 Dec 2009 no. 1603). § 5-8a. Information on shareholder relations in the annual report Issuers with securities listed on a regulated market that have an accounting obligation pursuant to the Accounting Act shall in the annual report provide the following information on shareholder relations in the company: 1. a description of the provisions of the articles of association that limit the right to trade the company's shares, 2. a description of who exercises the rights to shares in any employee share schemes when the authority is not exercised directly by the employees covered by the scheme, 3. agreements between shareholders the company is aware of that limit the opportunities to trade or exercise voting rights for shares, 4. significant agreements the company is a party to whose terms enter into force, change or terminate as a result of a takeover bid, as well as an explanation of the terms. To the extent that it would entail unreasonable commercial disadvantage for an agreement to become known, the company may refrain from disclosing the agreement. The exception does not apply if the company is obliged to publish information about the agreement in accordance with other legislation. 0 Added by Act 25 June 2010 no. 33 (ikr. 1 July 2010 according to res. 25 June 2010 no. 980). § 5-9. Information for shareholders etc. (1) The share issuer shall ensure that the facilities and information necessary for the shareholders to be able to exercise their rights are available in Norway. The issuer of shares must also ensure that data integrity is safeguarded. (2) The share issuer shall, in the notice convening the general meeting, state the number of shares and voting rights, as well as provide information on the rights of the shareholders. (3) The share issuer shall enclose in the notice a form for authorization to vote, unless such form is available to the shareholders on the company's website and the notice contains the information the shareholders need to access the documents, including the internet address. (4) The Ministry may in regulations lay down further rules that an issuer shall designate an undertaking as its representative as a shareholder shall be able to exercise its financial rights through, including which undertakings may be used as a representative and what is considered financial rights. (5) The issuer of shares shall publish information on the allotment and payment of dividends, as well as on the issuance of new shares, including any arrangements for allotment, subscription, cancellation and conversion. https://lovdata.no/dokument/NL/lov/2007-06-29-75/KAPITTEL_2-3-2#KAPITTEL_2-3-2 5/6 Machine Translated by Google 29/04/2021 Securities Trading Act (Securities Trading Act) - II. Periodic duty to provide information, etc. - Lovdata (6) A share issuer may use electronic communication when notices, notices, information, documents, notices and the like 1 are to be given to a shareholder, if the shareholder has expressly accepted this. When a share issuer is to give notices etc. to the shareholder, he or she may do so by using electronic communication to the e-mail address or in the manner specified by the shareholder for this purpose. (7) The Ministry may in regulations lay down further rules on information to shareholders. 0 Amended by Act 19 June 2009 no. 77 (ikr. 3 Aug 2009 according to resolution 26 June 2009 no. 876). 1 Must be «explicit». § 5-10. Information for lenders etc. (1) The borrower shall ensure that the facilities and information necessary for the lenders to be able to exercise their rights are available in Norway. The borrower must also ensure that data integrity is safeguarded. (2) The borrower shall in the notice of the lender's meeting include information about the place, time, agenda, the lender's right to attend the meeting, payment of interest, exercise of any conversion, exchange, subscription or cancellation rights, as well as repayment of the loan. (3) The borrower shall enclose a power of attorney to vote in the notice. (4) The Ministry may in regulations lay down further rules that a borrower shall designate an enterprise as its representative through which lenders shall be able to exercise their financial rights, including which enterprises may be used as a representative and what is considered financial rights. (5) The lender meeting may be held in an EEA state other than Norway if the nominal value per. bond is at least 100,000 euros, or the equivalent amount in another currency at the time of issue, and all facilities and all information necessary for lenders to exercise their rights are made available in the relevant EEA state. (6) For communication with the lender, § 5-9 sixth paragraph applies correspondingly. (7) The Ministry may in regulations lay down further rules on information to lenders. 0 Amended by Act of 22 June 2012 no. 35 (i.e. 1 July 2012 according to Res. 22 June 2012 no. 566), see its XIX. § 5-11. (Repealed by Act no. 35 of 22 June 2012). https://lovdata.no/dokument/NL/lov/2007-06-29-75/KAPITTEL_2-3-2#KAPITTEL_2-3-2 6/6