Restrictions on share ownership, voting, general meetings etc.

Oslo Børs VPS Holding ASA has only one class of shares, and its shares are freely negotiable, subject to limitations imposed by legislation. Each share carries one vote at general meetings of the company, subject to limitations imposed by legislation.

Any acquisition which causes a party to have a significant ownership interest in a stock exchange or in a securities depository must be approved by the Ministry of Finance. A significant ownership interest for this purpose is defined as a direct or indirect ownership interest that represents at least 10% of the share capital or voting capital, or an interest which in some other way makes it possible to exercise significant influence over the management of the company. Every acquisition which increases a party’s ownership interest such that this either directly or indirectly exceeds 20%, 30%, or 50% of the share capital or voting capital must be approved by the Ministry of Finance. Approval can only be given if the acquisition is not deemed detrimental to sound and prudent management of the company.

The company’s articles of association contain no specific provisions on the notice required to call a general meeting. The provisions of the Public Limited Companies Act therefore apply, and notice must be given no later than three weeks before the date of the meeting. In practice Oslo Børs VPS Holding aims to send out the notices calling general meetings four weeks before the date of the meeting.

All shareholders are entitled to participate in general meetings. The articles of association do not require prior notice from shareholders who wish to participate, and shareholders may therefore participate in a general meeting without giving prior notice of their intention. For practical reasons shareholders who do wish to attend a general meeting are asked to give notice of this in advance.

All shareholders of Oslo Børs VPS Holding ASA can participate in a general meeting, either through personal attendance or through a proxy appointed by a written, signed and dated authority, subject to the following:

  1. The shareholder’s shareholding must be registered in the share register maintained by the Norwegian Central Securities Depository (Verdipapirsentralen or ‘VPS’), or
  2. If the shareholding is not apparent from the share register, the shareholder must provide evidence of the holding prior to the general meeting. This implies that shareholders holding shares registered through a nominee are permitted to participate in the general meeting if the shareholder gives notice of the shareholding to the company in advance, and provides evidence of this in the form of confirmation from the nominee registered in the VPS shareholder register.

When appointing a proxy to vote on their behalf, shareholders may specify how the proxy should vote on specific matters.

The members of the company’s Board of Directors and its Chief Executive must be present at a general meeting.

The Board will ensure that an independent person is proposed to chair the general meeting.

Contact us

Geir Heggem

Geir Heggem

Group Chief Financial Officer
+47 22 34 17 22
+47 95 23 88 11