• NOR GVT proposed new rules to increase transparency about foreign owners of shares in Norway, and increased opportunities for foreign shareholders to attend meetings.

Background

• In 2019, around 40% of the share values on the Oslo stock exchange were owned by foreign investors, majority of which were registered by nominees rather than direct.
• This means that the names of the actual owners of these shares do not appear in the company's ownership data and the share ownership is registered through a nominee.
• Several companies in Norway do not currently allow such shareholders to participate and vote at the company's general meetings, limiting the shareholder involvement.

Main Proposals

• NOR GVT is now submitting proposals for amendments to the Companies Act, the Public Limited Liability Companies Act as well as the Central Securities Depository Act.
• This will provide increased transparency about who owns nominee-registered shares.
• The proposal also facilitates that owners of nominee-registered shares can exercise their shareholder rights on an equal footing with other shareholders in the companies.
• The proposals only apply to public limited companies and limited companies with their shares registered in central securities depository.
• Several of these new proposals are based on the EU directive on long-term ownership.

Other Changes

• Only shareholders 5 working days before a general meeting can attend and vote at it, regardless of whether shares subsequently change ownership.
• Owners of nominee-registered shares must notify the company within 2 working days before the general meeting in order to have the right to participate and vote.
• The proposal makes it easier for owners of nominee-registered shares to attend and vote at the general meeting, and company is given opportunity to control ownership.
• For those who manage or mediate shares, they must pass on information between the company and shareholders, inform the company of shareholders' identity on request.
• Introduction of requirement for a 2 week notice period for limited companies with the shares registered in a central securities depository, to provide increased predictability.
• Introduction of standardized format for notifications between companies and owners of nominee-registered shares will provide automated and digital processing of messages.
• Listed companies must still have explicit consent to send notifications to shareholders electronically, but not for communication via nominee which is allowed electronically.