Norway’s equity capital markets are governed by a combination of Norwegian legislation and EU regulations incorporated into Norwegian law through the Agreement on the European Economic Area (the “EEA Agreement”). The principal legislation includes the Public Limited Liability Companies Act (allmennaksjeloven) of 1997 (the “PLC Act”), which sets out the corporate law framework for public companies listed or seeking to be listed on a regulated market, and the Securities Trading Act (verdipapirhandelloven) of 2007 (the “Securities Trading Act”), which includes inter alia prospectus requirements, disclosure obligations, take over rules and insider trading.

Inter alia, the EU Prospectus Regulation (Regulation (EU) 2017/1129, the “Prospectus Regulation”) and the EU Market Abuse Regulation (Regulation (EU) 596/2014, “MAR”), Regulation (EU) No 600/2014 (MiFIR), Regulation (EU) No 648/2012 (“EMIR”), Regulation (EU) 2015/2365 (the “Transparency Directive”) and the Takeover Directive (Directive 2004/25/EC) have been incorporated into the Securities Trading Act.

The Norwegian Financial Supervisory Authority (Nw: Finanstilsynet) (“NFSA”) is the principal regulatory authority, responsible for approving prospectuses, supervising compliance with the MAR, being the takeover supervisory authority and overseeing conduct in the securities markets more broadly. Euronext Oslo Børs no longer has a formal regulatory function, but plays an important role shaping market practice through its listing rules, continuing obligations, and disciplinary procedures.

The Norwegian Corporate Governance Code (Norsk anbefaling for eierstyring og selskapsledelse, the “NUES Code”), issued by the Norwegian Corporate Governance Board, contains recommendations that apply to companies listed on Euronext Oslo Børs and Euronext Expand on a “comply or explain” basis, cf. the Issuer Rules for Euronext Oslo Børs and Euronext Expand (the “Issuer Rules”).

Norway has three principal trading venues for equities: Euronext Oslo Børs and Euronext Expand, both of which are regulated markets, and Euronext Growth Oslo, a multilateral trading facility (“MTF”), all three operated by Oslo Børs ASA. Euronext Oslo Børs is the main list and hosts Norway’s largest and most liquid listed companies. Euronext Oslo Børs is also the sole venue for listing of bonds among the three equity markets.

Euronext Expand has less stringent listing requirements than Euronext Oslo Børs, particularly as regards operating history and minimum market capitalisation, and is suited for companies that meet regulated market standards but may not yet qualify for the main list.

Euronext Growth Oslo operates under a lighter regulatory regime and is particularly popular with growth companies seeking access to public capital without the full regulatory burden of a regulated market listing.

The regulatory framework for debt capital markets largely mirrors that applicable to equity capital markets.

Euronext Oslo Børs is the Norwegian regulated market for bonds. Admission to listing requires an NFSA-approved prospectus compliant with the Prospectus Regulation, and issuers are subject to full ongoing obligations under the Securities Trading Act, including IFRS financial reporting.

Oslo Børs ASA also operates Euronext ABM (formerly Nordic ABM), a self-regulated list of registered bonds. Euronext ABM is neither a regulated market, an MTF nor an Organized Trading Facility (OTF) under MiFID II, and is not subject to the Securities Trading Act. Euronext ABM is widely used by Norwegian corporates and financial institutions for both investment-grade and high-yield bond issuances.

In January 2026, Oslo Børs introduced Euronext ABM Fast Entry, a segment enabling issuers to register bonds with reduced documentation — limited to a loan agreement and term sheet — and shorter processing times. Bonds registered on Euronext ABM Fast Entry must transfer to the ordinary Euronext ABM segment or Euronext Oslo Børs within twelve months of the issue date.

Bond terms and conditions are typically based on standardised templates developed by Nordic Trustee AS, which acts as bond trustee in the majority of Norwegian bond issuances.

Norway does not have a formal self-regulatory organisation, with broad-based delegated regulatory and enforcement powers over market participants. The primary regulatory authority is the NFSA, a government body operating under the Ministry of Finance, which holds overarching supervisory competence over securities firms, trading venues, issuers and market conduct.

Decisions made by the NFSA may be appealed to the Financial Supervisory Authority Appeals Committee (Nw: Finanstilsynsklagenemnda), an independent administrative appeals body with competence to review decisions made by the NFSA, including decisions relating to sanctions, supervisory orders, and other regulatory measures under the Securities Trading Act.

The Securities Trading Act incorporating the Prospectus Regulation sets out the principal exemptions from the requirement to publish a prospectus both when securities are offered to the public and when they are admitted to trading.

Offerings of securities to the public with a total consideration of less than EUR 8,000,000 within a 12-month period are exempt from the prospectus requirement. Common exemptions that are frequently combined in practice include: (i) offers of securities addressed solely to qualified investors; (ii) offers addressed to fewer than 150 natural or legal persons per Member State, other than qualified investors; (iii) offers of securities with a minimum denomination of at least EUR 100,000; and (iv) offers addressed to investors who acquire securities for a total consideration of at least EUR 100,000 per investor. Norwegian law also provides (in line with the Prospectus Regulation) an exemption for offerings of securities to existing or former directors or employees of an undertaking (or an affiliated company), subject to the publication of a document containing certain minimum information.

In addition, Norwegian law imposes a national prospectus requirement for public offerings with a total consideration between EUR 1,000,000 and EUR 8,000,000 within a 12-month period. Such offerings require the preparation of a prospectus which must be registered with the Norwegian Business Register prior to the commencement of the offering, but are not subject to prior review and approval by NFSA (commonly referred to as “registered prospectuses”).

For admission to trading on a regulated market without a concurrent public offer, a prospectus is generally required unless an exemption applies. An admission may be made without a prospectus where the securities to be admitted represent over a 12-month period less than 20 per cent of the number of securities of the same class already admitted to trading on the same regulated market (the “fungibility exemption”).

Regulation (EU) 2024/2809 (the “Listing Act”), provides, inter alia, for an increase in the prospectus exemption threshold to EUR 12,000,000 (with member states having the option to lower this to EUR 5,000,000), and an increase in the fungibility exemption from 20 per cent to 30 per cent over a 12-month period. As of July 2026, the Listing Act has not yet been incorporated into Norwegian law through the EEA Agreement, and all references to the Listing Act in this guide should be read accordingly.

Insider trading is prohibited under the Securities Trading Act, which implements MAR. Persons in possession of inside information must not use such information to acquire or dispose of financial instruments, recommend or induce others to do so, or unlawfully disclose the information. Inside information is defined as information of a precise nature, not publicly available, which relates directly or indirectly to financial instruments or their issuers, and which if made public would be likely to have a significant effect on the price of the relevant instruments, assessed by reference to whether a reasonable investor would be likely to use such information as part of the basis for an investment decision.

Listed Norwegian companies typically implement a range of preventive measures to minimise the risk of insider trading violations, which commonly include (i) adopting internal trading policies including documented procedures for assessing whether information constitutes inside information (ii) implementing pre-clearance procedures for trades by relevant employees (iii) conducting regular training for management and other relevant personnel on insider trading rules.

Prospectus liability in Norway is governed by a combination of EU and national rules. Under Section 7-4 of the Securities Trading Act, the issuer’s board is responsible for ensuring that the prospectus for equity securities satisfies the relevant disclosure requirements; for non-equity securities, responsibility rests with the offeror, the person seeking admission to trading, or any guarantor, as the case may be.

The NFSA is vested with broad supervisory and enforcement powers and may impose a range of administrative sanctions for violations of securities regulations, including supervisory orders, administrative fines, prohibition orders and public notices.

Criminal sanctions may also be imposed under the Securities Trading Act for wilful or negligent violations of the prohibitions against insider trading, unlawful disclosure of inside information and market manipulation, with penalties ranging from fines to imprisonment of up to six years for the most serious offences (insider trading and market manipulation), up to four years (unlawful disclosure of inside information), and up to one year for other violations such as breach of disclosure obligations, flagging rules, and prospectus requirements. In addition, Euronext Oslo Børs may impose exchange-related measures under its rule books, including violation charges, delisting decisions, and publication of decisions and statements.

Challenging General Meeting Resolutions

A shareholder may bring proceedings before the courts seeking to have a general meeting resolution declared invalid on the grounds that it was adopted in an unlawful manner or is otherwise in conflict with the law or the company’s articles of association. Such proceedings must generally be initiated within three months of the resolution. In addition, under Section 5-21 of the Public Limited Companies Act, the general meeting may not adopt any resolution that would confer an unreasonable advantage on certain shareholders or others at the expense of other shareholders or the company. A resolution adopted in breach of this prohibition may be
challenged as invalid.

Derivative Claims

The company itself is the proper claimant for damages against members of the board of directors, executive management, the corporate assembly, independent experts, investigators or shareholders for breach of their duties. However, where the general meeting has resolved to grant release from liability or has rejected a proposal to bring such a claim, shareholders holding at least 10 per cent of the share capital may bring the claim on behalf of and in the name of the company.

Investigation (granskning)

A shareholder may propose an investigation of the company’s formation, management or specific aspects of its management or accounts at an ordinary general meeting, or at a general meeting where the agenda indicates that such a proposal will be considered. If the proposal is supported by shareholders holding at least 10 per cent of the share capital represented at the general meeting, any shareholder may within one month petition the district court to order an investigation.

Squeeze-out and Sell-out

Where a shareholder, alone or through subsidiaries, holds 90 per cent or more of the shares in a company and a corresponding share of the votes that may be cast at the general meeting, the majority shareholder is entitled to effect a compulsory acquisition of the remaining minority shares. Conversely, any remaining minority shareholder has the right to require the majority shareholder to acquire its shares. In the absence of agreement, the redemption price is determined by judicial appraisal at the majority shareholder’s cost. The redemption price in a compulsory acquisition shall correspond to the “fair value” of the shares in the company at the time the decision on the compulsory transfer is made.

Norwegian bond issuances are typically governed by standardised terms and conditions administered by Nordic Trustee AS, the dominant provider of bond trustee services in the Nordic market. A central feature of these terms is the “no separate action” clause, which prevents individual bondholders from taking independent legal or enforcement action against the issuer. All rights and remedies are instead exercised collectively through the bond trustee, which acts on behalf of all bondholders on equal terms.

Key remedies available through this framework include:

Acceleration

Upon the occurrence of an event of default as defined in the terms and conditions (including, among others, payment defaults, breach of financial covenants, cross-default, insolvency, and change of control), the bond trustee may declare all outstanding bonds to be immediately due and payable.

Bondholder meetings

Bondholders are entitled to convene and vote at bondholder meetings to consider resolutions, including amendments to the terms and conditions, waivers of events of default, and instructions to the bond trustee. Decisions at bondholder meetings are generally taken by simple majority, with a two-thirds qualified majority required for material amendments;

Enforcement of security

Where the bonds are secured, the bond trustee may enforce the security package on behalf of all bondholders following an event of default; and

Claims in insolvency

In the event of the issuer’s insolvency, unsecured bondholders rank as ordinary unsecured creditors. Where bonds are secured, bondholders have a preferential claim to the extent of the value of the relevant security.

Listing activity at Euronext Oslo Børs has been strong in the first half of 2026, with 13 new listings recorded on the Oslo marketplaces, including IPOs, uplistings from Euronext Growth and direct listings. The outlook for H2 2026 is cautiously positive, with a promising pipeline of IPO candidates, although geopolitical tensions and trade uncertainty may influence timing and investor appetite.

Private placements and rights issues have remained the primary equity fundraising instruments for listed Norwegian companies. Activity in the secondary equity capital markets has been strong in 2026, with a broad range of issuers across sectors raising capital through accelerated bookbuilding processes.

The Norwegian high-yield bond market has set new issuance records, with H1 2026 marking the strongest first half on record. The market is increasingly functioning as a pan-European funding platform, with a growing share of international issuers and investors. Green and sustainability-linked bonds continue to represent a significant share of new issuance. The Euronext ABM market has also remained active, particularly among financial institutions and real estate issuers.

The main listing requirements for the principal Norwegian trading venues are set out in the table below:

* Please note that the above represent only the key listing requirements. Further, the Listing Act reduces the minimum free float requirement for regulated markets from 25 per cent to 10 per cent. Norway has not yet implemented the Listing Act and it is still uncertain whether the 10 per cent requirement will apply in Norway.

The formal IPO process on Oslo Børs typically takes between four and six months from the commencement of the formal process to the first day of trading, assuming no material regulatory complications. However, with preparations the whole process may take considerably longer time depending on the maturity of the company.

A listing process on Euronext Growth Oslo can typically be completed in a significantly shorter timeframe, i.e. in approximately 15 trading days under the ordinary process, and in as few as 9 trading days under a fast-track process. The overall timeline including due diligence, preparation of the admission document and any capital raising will be longer.

Issuers already admitted to trading on a regulated market in the EEA recognised by Euronext Oslo Børs may benefit from reduced documentation requirements when seeking a secondary listing or dual listing in Norway. The minimum number of shareholders with shares registered in a relevant central securities depository is reduced to 200 (from 500 for Oslo Børs), a limited scope audit of the most recent interim report is only required if specifically requested by Oslo Børs, and the minimum market value per share requirement (NOK 10) does not apply.

Dual-class share structures are permitted for listed companies under Norwegian law. Public limited companies are allowed to establish multiple share classes with different rights, providing that the articles of association stipulate that shares of a certain class shall carry no voting rights or limited voting weight.

The NUES Code recommends that listed companies have only one class of shares; companies that depart from this recommendation are required to provide an explanation under the “comply or explain” principle. Further, all of the listing requirements will apply to the share class for which a listing application is submitted.

Norwegian law provides a comprehensive framework of minority shareholder protection, underpinned by the overriding principle of equal treatment of shareholders. Key mechanisms include:

Right to convene extraordinary general meetings

Shareholders holding at least 5 per cent of the share capital may require the board to convene an extraordinary general meeting to consider specified matters;

Agenda rights

Shareholders are entitled to require that specific items be included on the agenda of the annual general meeting, provided the request is submitted within the prescribed notification period

Squeeze-out and sell-out rights

Minority shareholders have the right to require a majority shareholder holding more than 90 per cent of the shares to purchase their shares at fair market value and

Mandatory offer obligation

Any person or group of persons acting in concert who acquires shares carrying more than one-third of the voting rights in a Norwegian listed company is obliged to make a mandatory offer for all remaining shares (see further below).

Pre-emptive Rights

In the event of a share capital increase by way of subscription against cash payment, the main rule is that existing shareholders have a statutory pre-emptive right to subscribe for new shares in the same proportion as their existing shareholding. This pre-emptive right may not be overridden by the articles of association, but the general meeting may resolve to waive it by a qualified majority (two-thirds of both the votes cast and the share capital represented).

In practice, private placements in which pre-emptive rights are waived under Section 10-5 of the Public Limited Companies Act are the predominant form of equity capital raising in the Norwegian market, accounting for the majority of total issuance volume in listed companies. To mitigate the resulting dilution for non-participating shareholders, issuers frequently carry out a subsequent repair offering (No.: “reparasjonsemisjon”) on the same terms as the private placement, although such offerings will typically be smaller in size and therefore only partially compensate for the dilution. In March 2024, the NFSA submitted a proposal to the Ministry of Finance recommending that a public committee be appointed to review the practice of private placements and assess whether legislative changes are needed to strengthen the equal treatment of shareholders. At the date of this document, no such committee has been appointed.

Equal Treatment

Section 5-14 of the Securities Trading Act requires issuers of financial instruments admitted to trading on a Norwegian regulated market to treat holders of their financial instruments equally. The issuer must not subject holders to differential treatment that is not objectively justified in the common interest of the issuer and the shareholders. Further, the issuer’s governing bodies, elected representatives and senior employees must not take any action that would confer an unreasonable advantage on themselves, individual holders or third parties at the expense of other holders or the issuer.

The Securities Trading Act Chapter 6 contains the statutory framework governing mandatory and voluntary tender offers for shares in Norwegian listed companies. These rules implement the EU Takeover Directive (Directive 2004/25/EC) into Norwegian law.

Squeeze-out of minority shareholders is governed by the Public Limited Companies Act. A shareholder holding more than 90 per cent of the shares and voting rights in a company has the right to compulsorily redeem the remaining minority shares. Conversely, minority shareholders have the right to require the majority shareholder to purchase their shares (sell-out right). In the absence of agreement, the redemption price is determined by judicial appraisal at the majority shareholder’s cost, and must correspond to the fair value of the shares calculated on the basis of the company’s underlying values.

Transactions by Persons Discharging Managerial Responsibilities (“PDMRs”)

PDMRs and their closely associated persons must notify the issuer and the NFSA of every transaction conducted on their own account relating to the company’s shares, debt instruments or derivatives or other financial instruments linked thereto, without delay and no later than three business days after the transaction, once the aggregate annual threshold of EUR 5,000 has been exceeded.

Transactions which trigger Mandatory Offer Obligation

Under Chapter 6 of the Securities Trading Act, a mandatory offer obligation is triggered when a person (or persons acting in concert) acquires shares representing more than one-third of the voting rights in a company listed on a Norwegian regulated market. Repeated mandatory offer obligations arise at the 40 and 50 per cent voting thresholds.

Transactions which trigger obligation to notify large shareholdings

Under Chapter 4 of the Securities Trading Act, any person whose proportion of shares, rights to shares or voting rights reaches, exceeds or falls below the thresholds of 5, 10, 15, 20, 25, one-third, 50, two-thirds and 90 per cent of the share capital or voting rights must without delay notify the issuer and Oslo Børs. The obligation also covers financial instruments conferring a right to acquire shares.

Agreements between the Company and its Related Parties

Under Sections 3-10 to 3-19 of the PLC Act, a listed company entering into a material agreement with a related party must obtain general meeting approval. An agreement is material where the company’s performance exceeds 2.5 per cent of total assets per the most recent annual accounts.

Transactions that Materially Change the Character or Size of the Company

An issuer on Euronext Oslo Børs or Euronext Expand entering into a transaction representing a change of more than 50 per cent in total assets, revenue or profit/loss must report to the exchange on whether it continues to satisfy admission requirements. For Euronext Growth Oslo, the corresponding threshold is 75 per cent.

Other Applicable Regimes

Persons trading in a listed company’s financial instruments are subject to the insider dealing and market manipulation prohibitions under MAR.
Acquisitions that meet the statutory turnover thresholds under Act of 20 June 2008 No 43 (the “Norwegian Competition Act”) must be notified to the Norwegian Competition Authority prior to closing.

Acquisitions of qualified holdings in entities of significance to national security require prior approval under Chapter 10 of the Act of 1 June 2018 No 24 (the “National Security Act”). An offer of securities to the public in connection with a transaction may also trigger the prospectus requirements.

For the purposes of the related party transaction regime applicable to listed companies, “related party” is defined in section 3-12 of the PLC Act by reference to the accounting definition in section 7-30b of the Act of 17 July 1998 No 56 (the “Norwegian Accounting Act”), which for IFRS reporters follows IAS 24 (Related Party Disclosures).

Under sections 3-10 to 3-19 of the PLC Act (implementing the Shareholders’ Rights Directive II), a material related party transaction must be approved by the general meeting before it is entered into. An agreement is material where the fair value of the company’s obligations exceeds 2.5 per cent of total assets per the most recent annual accounts. The related party and any entity in the same group or enterprise group is excluded from voting.

The board must prepare a report on the agreement and issue a declaration confirming that the agreement is in the company’s interest and that the values exchanged are reasonably proportionate. In addition, the board must publish an announcement on the company’s website without delay after conclusion, identifying the related party, the value of the agreement, and any information relevant to assessing whether the transaction is fair to non-conflicted shareholders. The announcement must remain available for no less than five years.

The key continuing obligations of a substantial shareholder and controlling shareholder of a listed company are:

(i) Disclosure of large shareholdings: Disclosure obligations are triggered when a shareholder reaches certain thresholds of ownership in the shares of a listed company. Please refer to question 14 for more information.

(ii) Takeover Rules/Mandatory Offer: An obligation to make a mandatory offer under the Norwegian takeover rules is triggered when reaching or passing certain thresholds of shareholdings. Please refer to question 13 and 14 for more information.

(iii) Related Party Transactions: Material agreements between the listed company and a related party (which includes controlling shareholders) must be approved by the general meeting, is subject to independent valuation and public disclosure. Please refer to question 15 for more information.

(iv) Squeeze-out and sell-out: A shareholder holding 90 per cent or more of the shares and votes may compulsorily acquire the remaining shares; minority shareholders have a corresponding right to require the majority shareholder to purchase their shares. Please refer to question 7 and 13 for more information.

Under the PLC Act, the following principal corporate actions and transactions generally require approval by resolution of the general meeting:

• Adoption of the annual accounts and the allocation or distribution of dividends;
• Election of board members and the company’s auditor;
• Amendment of the articles of association;
• Capital increases through the issuance of new shares, or the granting of a board authorisation to increase the share capital;
• Issuance of convertible bonds, warrants, or other instruments conferring rights to subscribe for shares, or the granting of a board authorisation to issue such instruments;
• Reduction of the share capital;
• Mergers and demergers;
• Approval of material related party transactions where required under the Public Limited Companies Act; and
• Introduction of, or material changes to, the share structure of the company.

Certain of the above resolutions, including amendments to the articles of association and resolutions to issue shares or convertible instruments, require a qualified majority of at least two-thirds of the votes cast and the share capital represented at the general meeting.

Norwegian legislation does not contain a statutory requirement for listed companies to have a specified number of independent directors. However, two separate sets of rules address board independence for listed companies.

Under the Issuer Rules, at least two of the shareholder-elected board members must be independent of the issuer’s executive management, material business connections, and major shareholders. This is a binding listing requirement, not a “comply or explain” recommendation. Euronext Oslo Børs may, however, grant exceptions in special circumstances.

The NUES Code, which applies on a “comply or explain” basis to companies listed on Euronext Oslo Børs and Euronext Expand, recommends that a majority of the shareholder-elected board members and material business connections should be independent of executive management, and that at least two of the shareholder-elected members should be independent of the company’s principal shareholders.

Under the Prospectus Regulation, an issuer conducting a public equity offering in Norway must include audited historical financial statements covering the three most recent financial years in the prospectus, together with the corresponding auditor’s reports. If the issuer has been in existence for a shorter period than three years, financial statements must be included for the entire period of the issuer’s existence.

Financial information becomes stale if the latest audited financial statements are older than 18 months from the date of the prospectus. Where more than nine months have elapsed since the end of the issuer’s last audited financial year, the prospectus must include interim financial information covering at least the first six months of the financial year.

Please note that different requirements may apply in respect of admissions to trading.

Norway’s ESG regulatory landscape combines Norwegian national legislation with EU regulations and directives incorporated through the EEA Agreement.

Norway has implemented the EU Corporate Sustainability Reporting Directive (“CSRD Directive”). Companies within scope must report sustainability information in accordance with the European Sustainability Reporting Standards (“ESRS”) as part of their annual report. The requirements have been phased in: from financial year 2024, they apply to public interest entities (listed companies, banks, credit institutions and insurance undertakings) with more than 500 employees; from financial year 2025, to all other large undertakings; and from financial year 2026, to listed small and medium-size enterprises (“SMEs”) and certain smaller financial institutions.

The EU Sustainable Finance Disclosure Regulation (“SFDR”, Regulation (EU) 2019/2088) and the Regulation (EU) 2020/852 (“EU Taxonomy Regulation”) apply in Norway through the EEA Agreement, and impose sustainability-related disclosure requirements on financial market participants and financial advisers regarding the sustainability characteristics of financial products.

The Act of 18 June 2021 No 99 (“The Norwegian Transparency Act”), which entered into force on 1 July 2022, applies to larger enterprises domiciled in Norway and certain larger foreign enterprises offering goods or services in Norway. In-scope enterprises must conduct human rights and decent work due diligence across their supply chains and business relationships and publish an annual accountability statement.

In the debt capital markets, green bonds and sustainability-linked bonds have become established products in Norway. These instruments are generally based on voluntary market standards, although issuers increasingly align their frameworks with international standards.

The EU Stop-the-Clock Directive (Directive (EU) 2025/794) and the broader Omnibus Package have not yet been incorporated into Norwegian law through the EEA Agreement, and the Norwegian government has not yet confirmed the impact on Norway’s transposition timeline. Companies subject to the CSRD requirements are advised to monitor developments in this area closely.

Norwegian law does not recognise the trust as a domestic legal institution used for debt capital market transactions, and there is no specific Norwegian statutory framework governing such trust structures. However, Norwegian bond issuances routinely involve a bond trustee structure which performs certain functions comparable to those of a trustee in international bond markets.

Nordic Trustee AS is the dominant bond trustee in the Norwegian market and acts as bond trustee in the substantial majority of Norwegian bond issuances.

The principal duties and ongoing obligations of the bond trustee following the offering include:

• Monitoring compliance – The bond trustee monitors the issuer’s compliance with the terms and conditions of the bonds on an ongoing basis,
• Bondholder meetings – The bond trustee convenes and administers bondholder meetings where required under the terms and conditions;
• Enforcement – Upon the occurrence of an event of default, the bond trustee may (and, in certain circumstances, must) take enforcement action on behalf of bondholders,
• Security holding and enforcement – Where the bonds are secured, security is typically granted in favour of the bond trustee on behalf of the bondholders;
• Bondholder communications – The bond trustee communicates material information to bondholders; and
• Amendments and waivers – The bond trustee may negotiate and agree to amendments and waivers on behalf of bondholders, subject to any required bondholder consent obtained at a bondholder meeting.

Norwegian bond issuances employ a variety of credit enhancement mechanisms, depending on the nature of the issuer, its corporate structure, and the applicable regulatory and legal framework.

The most common credit enhancement measures in the Norwegian market are:

• Parent company guarantees – The most widely used credit enhancement. Where the bond is issued by a subsidiary or operating company, the parent company will typically provide a full guarantee of the issuer’s obligations under the bonds;
• Security packages – Secured bond issuances typically include a security package consisting of pledges over shares in group companies, bank accounts, receivables, and other assets,;
• Letters of credit – Less frequently used in Norwegian bond issuances, but may be seen in certain structured or export finance contexts; and

The selection of credit enhancement structure depends on various factors, including: (i) the creditworthiness of the issuer and any guarantor; (ii) the nature and value of assets available as security; (iii) the applicable legal restrictions, including the financial assistance prohibition in the PLC Act, the corporate benefit requirement, and the rules on upstream security and guarantees; (iv) the preferences of the relevant investor base and market conventions; and (v) cost and tax efficiency considerations.

Norwegian bond terms and conditions, particularly in the high-yield segment, typically include a comprehensive set of restrictive covenants designed to protect bondholders’ interests during the life of the bonds. The most common covenants include:

• Negative pledge A prohibition on the creation of security over the issuer’s assets for the benefit of other creditors, subject to agreed carve-outs for permitted security;
• Financial covenants Financial covenants, such as a minimum equity ratio or a maximum leverage ratio,
• Restrictions on additional indebtedness Limitations on the issuer’s ability to incur additional financial indebtedness;
• Restrictions on distributions Limitations on the payment of dividends and other distributions to shareholders, typically subject to compliance with a restricted payments basket or a minimum equity threshold;
• Cross-default Events of default include defaults under other material financial obligations of the issuer or its material subsidiaries above a specified threshold;
• Asset disposal restrictions Restrictions on the disposal of material assets or businesses outside the ordinary course,
• Change of control Bondholders typically have a right to require the issuer to redeem the bonds following a change of control.

The Norwegian bond market is characterised by increasingly standardised and market-recognisable documentation, and covenant packages have in parts of the market moved closer to international leveraged finance/high-yield concepts. While financial maintenance covenants continue to dominate the Norwegian high-yield market, the use of incurrence-based covenant structures has increased in recent years.

Sustainability-linked bond (SLB) frameworks have also introduced KPI/SPT-linked bond terms meaning that failure to meet predefined ESG targets typically results in a pricing adjustment rather than an event of default.

Norwegian-resident legal entities (companies) that receive interest income are taxed on such income as ordinary income at the standard corporate income tax rate of 22 per cent under the Norwegian Tax Act of 26 March 1999 No. 14 (the ”Tax Act”) Interest income received by non-resident legal entities from Norwegian sources is generally not subject to Norwegian income tax unless the non-resident entity carries on business in Norway through a permanent establishment to which the interest income is attributable.

Bond terms in the Norwegian market often include standard tax “gross-up” language (typically coupled with a tax event call). A 15% withholding tax may apply in limited cases, notably where interest is paid to a related corporate entity resident in a low-tax jurisdiction, though exemptions and treaty relief may be available. Gross-up provisions are therefore often dormant in practice, but serve to allocate tax risk contractually and provide protection against future legislative changes.

Bond issuances admitted to trading on Euronext Oslo Børs require an EEA prospectus, approved by NFSA. The main admission criteria for bonds include, inter alia, that (i) the loan amount is at least NOK 2 million (or the equivalent in foreign currency), (ii) the issuer has produced audited annual reports for the required historical period, and (iii) the bonds are fully paid-up and freely transferable. A trustee arrangement is normally a condition for admission.

The bonds must be freely transferable and registered with a central securities depository (in practice, the Norwegian Central Securities Depository, Euronext Securities Oslo AS (VPS)).

Following listing on Euronext Oslo Børs, bond issuers are subject to the following principal continuing obligations:

• Immediate disclosure of inside information relevant to the assessment of the issuer’s ability to service its debt obligations, in accordance with the MAR;
• Publication of annual and semi-annual financial reports in accordance with the Transparency Directive;
• Compliance with the MAR’s prohibitions on market abuse and market manipulation; and
• Compliance with Euronext Oslo Børs’ continuing obligations rules for bond issuers.

Euronext ABM: As mentioned Euronext ABM is a self-regulated list of registered bonds and is subject to Euronext ABM’s rules.

In order to list on Euronext Oslo Børs or Expand, issuers must be a Norwegian public limited liability company or foreign equivalent. Apart from this, the listing requirements are more or less equivalent for domestic and foreign issuers. However, a foreign issuer may, based on certain conditions, conduct its financial reporting based on its home state’s accounting standard and follow its local corporate governance code, provided it is in line with NUES Code.

The Prospectus Regulation, including its passport mechanism, applies in Norway. Foreign issuers are accordingly subject to the same prospectus requirements as domestic issuers. EEA issuers may passport a prospectus approved in their home member state for use in Norway without re-approval by NFSA.

Once admitted to trading, the continuing obligations applicable to a foreign issuer depend primarily on whether the issuer has Norway as its home state or host state as defined in the Transparency Directive.

The scope of continuing obligations applicable to a foreign issuer depends on whether Norway constitutes its home state or host state in. Only home state issuers are required to comply with the Securities Trading Act’s rules on financial reporting and disclosure of large shareholdings. Host state issuers are exempt from, i.a., certain company event disclosure obligations and the obligation to prepare annual and half-yearly reports under Norwegian law, but must provide Euronext Oslo Børs with copies of all information publicly disclosed under their home state’s legislation. Non-EEA issuers with Norway as their home state may, subject to the conditions of Regulation 29 June 2007 No 876 (the “Securities Trading Regulations”), prepare their accounts in accordance with the accounting standards of their state of registration.

Public market exits through IPOs remain a viable (but highly cyclical) exit route for private equity investors in Norway. Trade sales and secondary buyouts have also been frequently used exit channels in recent years, particularly during periods of equity market volatility and valuation uncertainty.

Euronext Oslo Børs and Euronext Expand remains a relevant venue for PE-backed listings, particularly in sectors with a specialist Norwegian investor base (such as energy, maritime, seafood and technology). Euronext Growth provides a quicker route to listing for mid-sized companies, often as a stepping stone to the regulated market.[

Norwegian capital markets regulation is largely EU-derived through the EEA, but EEA incorporation and subsequent national implementation can lag EU timelines. This may create uncertainty and friction when planning offerings and listings. Euronext Oslo Børs’ regulatory approach is oriented towards EU alignment and streamlined, standardised disclosure mechanics, reflecting the practical importance of simplification for efficient deal execution. NFSA’s practice may in some areas imply additional Norway-specific requirements beyond the EU/EEA baseline, increasing compliance complexity in cross-border contexts.

On 19 June 2026, the Norwegian Government submitted a proposal for the incorporation of the Listing Act into Norwegian law. The proposal includes, inter alia, significant prospectus exemptions for issuances in listed share classes, an increase in the EEA prospectus threshold from EUR 8,000,000 to EUR 12,000,000 and an increase in the PDMR transaction notification threshold to EUR 20,000.

Norway has implemented a harmonised EU/EEA regulatory framework for crypto assets through the incorporation of the EU Markets in Crypto-Assets Regulation (Regulation (EU) 2023/1114, “MiCA”) into Norwegian law. MiCA was incorporated by the Act on Crypto Assets (kryptoeiendelsloven), which entered into force on 1 July 2025 (LOV-2025-05-27-20, the “Crypto Act”). The supplementary Crypto Assets Regulation (kryptoeiendelsforskriften, FOR-2025-06-25-1311, the “Crypto Regulation”) also entered into force on that date.

The MiCA introduces rules on issuance, public offering and admission to trading of crypto-assets, an authorisation and conduct regime for crypto-asset service providers (“CASPs”) and market abuse in crypto-asset markets.

As a general rule, providing crypto-asset services requires authorisation as a CASP. CASPs may also offer services in other EEA countries after a notification procedure. For certain financial institutions that already hold authorisation to provide equivalent services (e.g. credit institutions and securities firms), it is instead possible to submit a notification to NFSA.

The Anti-Money Laundering Act (hvitvaskingsloven) also forms an integral part of the applicable framework. CASPs are expressly listed as reporting obliged entities.

NFSA has been designated as the national competent authority under MiCA. Norwegian issuers and service providers operating, or seeking to operate, in the crypto-asset space should ensure compliance with MiCA as incorporated into Norwegian law, and engage proactively with NFSA. NFSA has stated that ESMA’s MiCA guidelines will form part of its supervisory practice.

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This overview provides a high-level introduction to selected regulatory requirements applicable to transactions involving Norwegian listed companies, mainly on a regulated market. It is not intended to be exhaustive and does not constitute legal advice. Readers should always seek specific professional advice in relation to any particular transaction or obligation.

This article reflects the state of Norwegian law as of June 2025. References to the Listing Act and other EU measures not yet incorporated into Norwegian law through the EEA Agreement are provided for informational purposes only and should not be relied upon as statements of current Norwegian law.