New rules on access to shareholder registers and information on owners of nominee-registered shares in Norwegian companies

On 1 February 2025, a new regulation regarding access to shareholder registers and information about nominee-registered shares in Norwegian companies entered into force. These rules elaborate on companies' statutory obligation to make the shareholder register available to everyone, and the new rule in the Norwegian Public Limited Liability Companies Act on the right to request information about owners of nominee-registered shares.
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The regulation covers:
1. Access to the shareholder register
2. Making the shareholder register available at the general meeting
3. Access to information about owners of nominee-registered shares
4. Periodic disclosure of owners of nominee-registered shares
Access to the shareholder register
Everyone has the right to access the shareholder register. Pursuant to the new regulation, companies shall as the main rule provide access to the shareholder register by sending an electronic copy via email, but shall also offer access through other channels if requested.
Companies with shares registered with the Central Securities Depository, Euronext Securities Oslo (VPS), may grant access via the searchable solution "public shareholder portal." Almost all companies listed on one of Euronext Oslo Børs' marketplaces are available in the portal. Access is gained by logging in with Bank-ID. Persons outside Norway, Sweden, and Denmark, may contact VPS to set up an account.
Access shall be granted to all registered information, except for digital addresses, social security numbers, and bank account numbers. For companies keeping a manual shareholder register, access shall be given to the shareholder register as it was when the request was received by the company. For companies keeping an electronic shareholder register in the VPS, access shall be given to the shareholder register as it was as of the end of the settlement day on the previous business day.
In the VPS' portal, access is given immediately. Formally, the deadlines for giving access are three business days for companies keeping a manual shareholder register, and one business day for companies keeping its shareholder register in the VPS.
Access shall be free of charge unless provided by mail, in which case the company may require coverage of postal costs.
The shareholder register shall be available at general meetings
The board shall ensure that the shareholder register is available at general meetings of the company. For companies keeping its shareholder register in the VPS, the shareholder register shall be as it was on the record date for the relevant general meeting.
The company decides how the shareholder register is made available. The obligation may be fulfilled by providing access to shareholders requesting it during the meeting.
The regulation is technology-neutral. For general meetings held electronically, access may, for example, be provided by sharing a link to a copy of the shareholder register in the electronic meeting room.
Information about owners of nominee-registered shares
As of 1 February 2025, the Norwegian Public Limited Liability Companies Act grants everyone the right to request access to information about owners holding shares through a nominee (custodian) in the VPS ("nominee-registered shares"). This right differs from the right to access the shareholder register, as the company does not have access to information about beneficial owners holding shares through nominees.
Upon receipt of a request for access, the company must identify the beneficial owners by requesting the custodians to disclose information about such owners, to enable the company to disclose the information to the requesting party. Often, companies have several custodians registered as owners of its shares. Behind each custodian account, there may be many shareholders and chains of custodians between the custodians registered in VPS and the beneficial owners. The company will therefore often receive information from multiple custodians and at different times. As such, fulfilling the obligation to provide access to information about owners of nominee-registered shares will normally entail financial and administrative costs for the company. The company may claim reimbursement of actual costs associated with the access request.
The regulation provides detailed rules on the access process, including coverage of actual costs for access and the disclosure timeline. Within two business days of receipt of the request, the company must inform that the costs for which the company is entitled to be compensated may be significant. Additionally, the company must specify if the estimated costs exceed NOK 30,000.
The person requesting access must, within one week, confirm to the company that the request is upheld. If the company does not receive such confirmation, the obligation to grant access lapses. Upon receiving such a confirmation, the company shall fulfil its obligation immediately and no later than within six weeks from the date of the confirmation.
Companies shall provide access to a compiled list of the owners of nominee-registered shares, their country of residence, and the number of shares each owns. The date of completion of the list shall be stated, with timestamps for the individual pieces of information. If the company does not receive the necessary information from the custodian(s) by the deadline, this shall be stated in the compiled list.
On certain conditions, the company is entitled, and obligated, to disclose an existing list of the owners of nominee-registered shares. If the company, at the time of receiving an access request, has such a list, it must inform the requesting party and provide the date of the list. The requesting party may request to receive this list free of charge. If the list is no older than four weeks, the company may choose to fulfil its disclosure obligation by providing such list.
Periodic disclosure of owners of nominee-registered shares
Companies with nominee-registered shares are required to annually disclose a list of the beneficial owners of such shares, their country of residence, and the number of shares each owns.
The list shall be made available free of charge and no later than six weeks before the annual general meeting.
The list may be made available by the company publishing information on its website about how the list may be obtained, or by uploading it to the "public shareholder portal" for companies with shares registered in VPS.
The date of completion of the list shall be included in the list, and the list shall be made available to anyone requesting it within three business days from the date of the request.