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Share Buy Back Agreement Practical Law

In order to benefit from the safe harbour exceptions, the issuer must have mechanisms in place to ensure that it fulfils the trading reporting obligations under stock exchange and securities law, as provided for in Article 4(3). Responsibility for collecting and reporting transactions in listed shares rests with the participating investment firm, cf. § 10-18 STA. In accordance with the transitional provisions relating to those provisions, Norwegian investment firms must report trading in financial instruments listed on the regulated market in question, in accordance with Regulation No 74 of 29 June 2007, Section 5. The member company is required to identify buyout operations in Oslo Børs` trading systems, see comments below. Prior to purchase, the issuer must publicly disclose the full details of the buyback program, see Article 4, No. 2. This information must contain the objective of the programme, the maximum consideration, the maximum number of shares to be acquired and the duration of the programme. Any subsequent changes to the programme must be made public without delay. Disclosure must take the form of a notice separate from the buyback program. The minutes of the general meeting may also be published if these minutes contain the information referred to in Article 4(2). Oslo Børs considers that the notice should be published in accordance with the provisions of sections 5 to 12 of the ATS.

Article 4(1) limits, inter alia, the amount of the issuer`s own shares and equity, see Article 19 of Directive 77/91/EC (Second Companies Directive). As regards Norwegian companies, Oslo Børs considers that these restrictions are fulfilled if it complies with the rules on the repurchase of its own shares in Chapter 9 of the Norwegian Public Limited Companies Act. As regards foreign companies, compliance with Chapter 9 of the Norwegian Public Limited Companies Act will not necessarily determine whether the requirements of the Commission Regulation are met. These companies must comply with EU rules on holding their own shares and equity, which are however largely in line with Norwegian rules. Some companies may choose to issue a buyback offer to buy back their shares. However, most corporate share repurchases are made over a period of time determined by open market purchases and in a manner that escapes the characterization of the takeover bid, in order to avoid the significant advertising and procedural requirements of Rule 13e-4 of the Exchange Act to which they are subject. The issuer`s takeover bids may be structured as a “fixed-price” takeover bid or as a “Dutch auction offer”, in which the company proposes to repurchase a fixed number of shares within a specified price range. An entity may consider making a issuer bid to simultaneously repurchase a large number of shares without being subject to the volume restrictions set out in Rule 10b-18. During its participation in a buy-back programme, the issuer may not at any time sell its own shares or trade with its own shares if the issuer has decided to delay the disclosure of inside information in accordance with points 5 to 3 sta and 3.1.2 `Continuing commitments of listed companies`, see. .