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Procedure and Requirements for the Listing of New Companies on Oslo Stock Exchange's Main List, SMSB List, and the Primary Capital Certificates List

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Procedure and Requirements for the Listing of New Companies on Oslo Stock Exchange's Main List, SMSB List, and the Primary Capital Certificates List Enclosure to Circular no. 2/98 Procedure and requirements for the listing of new companies on Oslo Stock Exchange's Main List, SMSB List, and the Primary Capital Certificates List I. Introduction In the following, Oslo Stock Exchange will describe the requirements that must be satisfied by a company applying for admission to listing of is shares or primary capital certificates on one of the Stock Exchange's lists. (Below, shares and primary capital certificates together are referred to by the common term "securities"). Based on meetings it holds with companies, written material etc., Oslo Stock Exchange will make a specific review of all the quantitative and qualitative matters that are decisive for the Exchange's assessment of a company's suitability for a stock exchange listing. In those cases where Oslo Stock Exchange's management, as the result of an overall assessment, is in doubt about whether a company or its management satisfies the requirements, the company will be so advised, and this will be reported in a any proposal to the Stock Exchange Board. The final decision lies with the Stock Exchange Board. To ensure adequate liquidity in the company's securities subsequent to a stock exchange listing, it is of paramount importance that the securities are correctly priced. In the event of any new issue and or distribution sale carried out in connection with the listing, it will therefore be important that the company, on listing, has an adequate number of shareholders and that the composition of these will promote liquidity in the company's securities. Section 2-1 of the Stock Exchange Regulations stipulates the minimum requirements that must be satisfied if a company is to be admitted for listing on the Stock Exchange. These requirements are: • The share must be "of interest to the general public" • It must be expected that the shares will be the "subject of trading on a regular basis" • Emphasis is to be placed on "the enterprise's financial position" and "other circumstances of importance in evaluating whether the security is suitable for Stock Exchange listing" • The market value must be at least "NOK 10 million" (Main List), "NOK 8 million" (SMSB List), or "NOK 10 million" (Primary Capital Certificates List). • The business in which the company is engaged must have been in existence for at least three years. Oslo Børs - Vedtak & Sirkulærer 1998 Nr 1 Side 16 • Accounts must have been submitted in accordance with Norwegian legislation "for the preceding three financial years". • "At least 25% of the shares" shall be distributed amongst the general public (in addition, in the case of primary capital certificates, the application for an admission to listing must encompass at least 100,000 primary capital certificates). • In the case of the Main List, there must be at least 500 shareholders, for the SMSB List at least 100 shareholders, and for the Primary Capital Certificates List there must be at least 200 primary capital certificate owners who each hold securities constituting a round lot (i.e. securities for approximately NOK 10,000). • In principle, the shares shall be freely negotiable. The requirements laid down in the EU Council's Directive no. 24 of 5 March 1979 in respect of stock exchange listings on a public stock exchange have been incorporated into the current Stock Exchange Regulations. The Stock Exchange Board may grant exemption from certain requirements. The following discusses in detail the criteria on which the Stock Exchange Board bases its assessment of whether a company is suitable for admission to listing. The Stock Exchange Board may give weight to other criteria on the basis of a general assessment. 2. Process of dealing with the application 2.1 Before processing the applications Before an application is dealt with, the company's management will be called to a meeting with the management of Oslo Stock Exchange, where i.a. the following matters will be reviewed: 1. A presentation of the company's business concept and activities. 2. A presentation of the company's management and Board of Directors. 3. A review of the company's published accounts, accounting principles, internal financial reporting, and resources in the accounting field. 4. A review of the resources the company has available to satisfy the reporting and information obligation that lie with a listed company. 5. A report on possible new issues, dispersal sales etc. that are assumed will be carried out. 6. A review of possible exemptions. 7. A review of other special circumstances. Prior to the meeting, the Stock Exchange should have received material describing the company and its financial status, e.g. annual reports, draft stock exchange introductory prospectus, shareholder register (20 largest shareholders) etc. Oslo Børs - Vedtak & Sirkulærer 1998 Nr 1 Side 17 On the basis of the information provided, the Stock Exchange's management will indicate if there are areas which, in its opinion, should be adjusted, or if the company should postpone its application until unsatisfactory circumstances have been remedied. 2.2 Deadline for presenting application A complete application with enclosures must be received by Oslo Stock Exchange at the latest 14 days prior to the Stock Exchange Board meeting at which the company wants the application to be dealt with. All circumstances must then have been clarified. In special cases, e.g, in the case of applications for exemptions, a longer period may be needed to process the application. The Stock Exchange will advise about this as soon as possible if and when the need arises. 2.3 The application The requirement relating to the application for listing are laid down in Chapters 3 and 3a of the Stock Exchange Regulations. The application must be complete, and all requirements laid down in the Stock Exchange Regulations must be referred to and dealt with. The application shall not make reference to the draft introductory prospectus. A draft introductory prospectus shall be enclosed. This implies that work on the prospectus must have come so far that it adequately deals with all relevant matters. In the case of applications for exemptions from the Stock Exchange Regulations and listing requirements, the grounds for such a request must be stated separately. 2.4 Introduction meeting After the application for admission to listing has been approved, the company's management must participate in an introduction meeting with the management of Oslo Stock Exchange before the company can be listed. At the introduction meeting, the following main aspects will be reviewed in particular: • The duty of disclosure • Publication of accounts • Duties relating to prospectuses • The duty to make an offer to acquire shares • The duty to flag • Insider trading 2.5 Listing The company may be listed when the Stock Exchange Board's decision in respect of the application for admission to listing has been published, all conditions have been Oslo Børs - Vedtak & Sirkulærer 1998 Nr 1 Side 18 satisfied, and the introduction meeting has been held. In its decision, the Stock exchange Board will normally set the latest date for listing. All formal matters must have been documented in writing not later than 12 noon on the day before the first day of listing: 1. A company certificate from the Register of Business Enterprises, confirming the capital that is to be listed. 2. The registered serial number of the securities with the Norwegian Central Securities Depository (VPS). 3. Who is the account operator for issuer. 4. Information on the estimated market value of a set round lot. 5. The name of the person responsible for liaising with the Stock Exchange on behalf of the company. 6. Whether the companies shares are listed or an application has been submitted to have them listed on another stock exchange. 7. Ticker code (threee letters), decided in association with the Stock Exchange. 8. The printed introductory prospectus. 9. Confirmation that all conditions for listing have been complied with, including dispersal. A print out from the Norwegian Central Securities Depository or a confirmation from another account operator is necessary. 3. Criteria for assessing an application for a stock exchange listing 3.1 Interest to the general public The Stock Exchange Board stipulates the requirement regarding the number of round lot owners and the size of a round lot. Currently, the following apply: Main List: 500 round lot owners SMSB List: 100 " Primary capital certificate list: 200 " Round lot: Approx. NOK 10,000.00 Round lot owners that are included in the basis may not be: 1. Members of the company's Board of Directors, Corporate Assembly, Committee of Shareholders' Representatives, Control Committee, the company's Auditor, Chief Executive Officer or a senior employee. 2. Persons to whom anyone in 1 or 2 above are married to or is co- habiting with and children of such persons who have not reached the age of majority. 3. Companies in which persons in 1 or 2 above have the type of influence specified in Section 1-2 of the Joint-Stock Companies Act (Norway) alone or with others therein. 4. Other companies in the same group of companies. Oslo Børs - Vedtak & Sirkulærer 1998 Nr 1 Side 19 (The Stock Exchange Regulations, Section 2-1, eighth paragraph). Basically, the companies may assume that if they satisfy the requirements for dispersal with regard to the number of round lot owners set by the Stock Exchange Board, they satisfy the quantitative element in the requirement for interest to the general public. However, if it is appears that the company, because of its business concept or in some other manner is conceived as not being expected to be of interest to the general public, satisfaction of the number of round lots in itself will not be sufficient to satisfy the more qualitative assessments of the general interest requirement.
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