Disclosure of major shareholdings

Last published: 27 May 2025

The disclosure of major shareholding is the obligation to inform the market of changes in the holding of large proportions of shares, rights to shares or voting rights in issuers whose shares are admitted to trading on a regulated market with Norway as their home state.

What is the obligation to disclose major shareholdings?

If a shareholder's proportion of votes in an issuer, through the holding of shares, financial instruments other than shares or the right to vote for shares held by others, reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90%, the shareholder shall immediately send a notification to the issuer and Oslo Børs – a so-called ‘major shareholding notification’.

Major shareholding notifications shall be sent by e-mail to Corporate Actions at Oslo Børs for publication: ma@oslobors.no

The shares must be admitted to trading on a regulated market, and the issuer must have Norway as its home state. Voting rights attached to financial instruments other than shares must also be referenced to such shares.

A key consideration behind the disclosure rules is to provide the market with information about significant changes in listed companies’ ownership structure, which may help investors make well-founded investment decisions. Major shareholding notifications can also provide the supervisory authorities with important information in market surveillance cases.

The Securities Trading Act's rules on disclosure

The obligation to disclose major shareholdings follows from:

IInformation and guidance on the obligation to disclose major shareholding:

Finanstilsynet: Guidance to chapter 4 of the Securities Trading Act – disclosure of major shareholdings (pdf) (in Norwegian only)

Relevant regulations

The rules in chapter 4 of the Securities Trading Act on disclosure implement provisions in Directive 2004/109/EC (the Transparency Directive) on disclosures. The changes in the disclosure rules adopted in June 2022 implement the disclosure rules in amending Directive 2013/50/EU.

The rules related to the disclosure of major shareholdings can be categorised into levels 1-3:

Level 1 legislation

The Transparency Directive represents level 1 rules that have been implemented in Norwegian law through transformation, which means that the Directive's provisions have been transformed into Norwegian provisions in chapter 4 of the Securities Trading Act and chapter 4 of the Securities Trading Regulations.

Level 2 legislation

Commission directives and commission regulations represent level 2 legislation, which specifies and complements the main provisions of the Transparency Directive.. Level 2 rules related to the Transparency Directive have been implemented by transformation into provisions in chapter 4 of the Act and chapter 4 of the Regulations. In addition, Commission Regulation (EU) 2015/761 has been implemented through incorporation, see Section 4-5 of the Securities Trading Regulations.

Level 3 legislation

The European supervisory authority in the securities area, ESMA, prepares pan-European guidelines and recommendations. These are considered to be level 3 legislation and rank equal to circulars in Norway. ESMA has also prepared documents with questions and answers (so-called Q&As) to clarify relevant questions of interpretation.

ESMA Questions and Answers (Q&As) on the Reporting Directive – 20 November 2020 (ESMA31-67-127)
ESMA Final Report on Draft Regulatory Technical Standards on major shareholdings and an indicative list of financial instruments subject to notification requirements under the revised Transparency Directive – 29 September 2014 (2014/1187)
ESMA Indicative list of financial instruments that are subject to notification requirements according to Article 13(1b) of the revised Transparency Directive – 22 October 2015 – ESMA/2015/1598

Reporting, supervision and sanctioning

Through regulations, the regulated market on which the shares are admitted to trading has been assigned to receive and publish the disclosures. Oslo Børs is thus the recipient of major shareholding notifications concerning companies with Norway as their home state that are listed on Oslo Børs and Euronext Expand.

Finanstilsynet supervises compliance with the disclosure rules.

Overview of administrative pecuniary sanctions imposed by Finanstilsynet for infringement of the obligation to disclose major shareholdings (in Norwegian only)
Guidance on the disclosure of major shareholdings (in Norwegian only)