Legislative proposal regarding electronic notice of general meetings in listed companies

The proposed amendment to section 5-9 sixth paragraph of the Norwegian Securities Trading Act (the "NSTA") is based on feedback from Euronext Oslo Børs and Euronext Securities Oslo (VPS) to the Ministry of Finance, noting that the current legal provision appears stricter than the requirements set out in the Transparency Directive (2004/109/EC), which the provision is intended to implement. The proposed amendment will allow the board of directors to choose the form of communication and is more aligned with the principles of the Norwegian Public Limited Liability Companies Act (the "Public Companies Act"). The proposed amendment would apply to companies with Norway as their home state. The deadline for consultation statements expired on 20 June 2025.

The proposal amends the wording in section 5-9 sixth paragraph from requiring active shareholder consent ("provided the shareholder concerned has given his or her explicit approval") to passive consent ("unless the shareholder has opted out"). The company must inform shareholders of their right to opt out of electronic communication and provide instructions on how to exercise this right. Key points of the proposed amendment include:

• Companies may send notices of general meetings and other documents to shareholders electronically without obtaining prior consent from the shareholders.
• Shareholders will need to actively opt out of electronic communication (this will likely be made possible through a new functionality in VPS Investor Services).
• Companies must inform shareholders of their right to opt out and provide instructions on how to do so.

The requirement to inform shareholders about the right to opt out is intended to preserve investor protection. In our opinion, the proposed amendment will facilitate better, more efficient, and more sustainable communication between companies and shareholders, and is more aligned with prevailing communication practices.

Section 5-9 sixth paragraph of the NSTA does not apply to companies admitted to trading on Euronext Growth Oslo, and the proposed legislative changes will therefore not affect these companies. For Norwegian companies admitted to trading on Euronext Growth Oslo, it is sufficient for the board to inform shareholders within a reasonable time before adopting new communication methods, provided that notifications, etc. are made in a reliable and appropriate manner, cf. section 1-7 of the Private Limited Liability Companies Act (the "Private Companies Act")  and the Public Companies Act (collectively the "Companies Acts").

The proposal to amend section 5-9 of the NSTA is part of a series of electronic solutions already in place under the Companies Acts. Selected solutions are summarized below:

• The Companies Acts are generally technology-neutral. This is reflected, among other things, in the equal treatment of physical and electronic meetings (the Companies Acts section 1-5 a), and in permitting that notices, etc. required to be given in writing may be given by use of electronic means (the Companies Acts section 1-6, second paragraph).
• The board of directors may deal with matters by written procedures (circulation of documents) or by procedures other than a meeting, provided that the chair finds the procedure satisfactory and that the case handling otherwise complies with the Companies Acts section 6-19. Any board member or the CEO may require that a matter be considered in a meeting. If a matter is to be considered in a meeting, the chair determines the meeting form, but a majority of the board members may require the meeting to be held as a physical or electronic meeting.
• In Norwegian private limited companies, the general meeting may be held in accordance with the simplified procedures in Chapter 5, Part II of the Private Companies Act as long as no shareholder objects to the procedure (this option is not available for public limited companies).
• The board may decide to hold general meetings by electronic means, provided the requirements in the Companies Acts section 5-8, fourth paragraph, are met. The notice must specify the meeting form and, if applicable, the procedures for electronic participation and voting (the Companies Acts section 5-10, third paragraph). Companies with shares listed on Euronext Oslo Børs or Euronext Expand must also comply with the requirements in the Regulation of 6 July 2009 No. 983 regarding the company's duty to provide information before and after general meetings.
• For general meetings held physically, shareholders have the right to participate electronically unless the board finds valid grounds for restricting such participation (the Companies Acts section 5-8, third paragraph, letter b). Board members (other than the chair of the board and the CEO) may also participate electronically (the Private Companies Act section 5-4 / the Public Companies Act section 5-5). The board may however request the auditor to attend in person if the auditor's participation is deemed necessary based on the matters to be dealt with (the Companies Acts section 7-5).
• Companies may state in their articles of association that documents relating to the general meeting can be made available on the company's website instead of being sent to each shareholder (the Companies Acts section 5-11 a).
• Companies may state in their articles of association that shareholders may vote in advance of general meetings, including by using electronic means (the Private Companies Act section 5-11 b / the Public Companies Act section 5-8 b).
• In the case of a share capital increase, new shares may be subscribed for using an electronic document, provided that subscription on a physical document is also offered if requested by a subscriber (the Companies Acts section 10-7).
• Information and notices to shareholders with unknown addresses, creditors, or the general public shall in accordance with specific provisions be published in the electronic bulletin for public announcements of the Norwegian Register of Business Enterprises. The requirement applies, inter alia, in connection with the transition from a manual shareholder register to an electronic shareholder register with the VPS (the Private Companies Act section 4-11), compulsory acquisitions of shares (the Private Companies Act section 4-26 / the Public Companies Act section 4-25), share capital decreases with notification to creditors (the Companies Acts section 12-6), and mergers (the Private Companies Act section 13-14 / the Public Companies Act section 13-13).

Wikborg Rein's corporate law and capital markets team is available to discuss electronic solutions for streamlining communication and the execution of corporate actions.