Ordinance To The Law On Securities Trading Etc.

Original Language Title: Bekendtgørelse af lov om værdipapirhandel m.v.

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Read the untranslated law here: https://www.retsinformation.dk/Forms/R0710.aspx?id=115148

Overview (table of contents) Chapter 1 Securities trade

Chapter 2 securities traders

Chapter 3 common provisions

Chapter 4 operation of a regulated market

Chapter 5 access to regulated markets

Chapter 6 Admission of securities to trading on a regulated market, official listing and public offerings of securities over 2,500,000 euro, etc.

Chapter 7 IOS

Chapter 8 takeover bid

Chapter 9 Securities intermediaries ' reporting of transactions and disclosure of prices and transactions

Chapter 10 the misuse of inside information, market manipulation and measures for the mitigation of market abuse

Chapter 11 (b) operation of a multilateral trading facility

Chapter 12 Prospectus for public offer of securities between 100,000 euros and 2,500,000 euro

Chapter 15 Clearing Company

Chapter 16 connecting to a clearinghouse

Chapter 17 hedging

Chapter 18 Payment systems, netting, etc.

Chapter 18 (a) netting and financial collateral arrangements, etc.

Chapter 18 (b) damage to property law choice of law

Chapter 19 issue and registration of dematerialised securities

Chapter 20 the registration company

Chapter 21 connecting to a central securities depository

Chapter 22 legal effects of registration, etc.

Chapter 23 Account transcripts

Chapter 24 Complaints and compensation

Chapter 25 the supervision, control, etc.

Chapter 26 detailed rules about the Danish securities Council, confidentiality, etc.

Chapter 27 withdrawal of authorisation

Chapter 28 penalties, etc.

Chapter 29 Conversion provisions

Chapter 30 amendment of other laws

Chapter 31 Ikraftrædelses and transitional provisions, etc., The full text of the Ordinance to the law on securities trading etc. 1)

Hereby promulgated law on securities trading, etc., see. lovbekendtgørelse nr. 1077 of 4. September 2007 with the changes imposed by sections 1 and 2 of law No. 108 of 7. February 2007 and section 7 of the Act No. 181 of 28. February 2007.

Title I

Introductory provisions

Chapter 1

Securities trading

§ 1. This law shall apply to securities trading.

(2). By securities trading purposes





1) public offer of securities,

2) purchases and sales of own or third parties ' account of securities,

3) dissemination of the purchase and sale of securities,

4) professional advice regarding securities

5) portfolio management as well as

6) submission of emission warranties.





(3). The law also applies to operation of regulated markets, operation of multilateral trading facilities, clearing company registration company, etc. and registered payment systems.

§ 1 (a). (repealed).

§ 2. This law provisions relating to securities shall apply to the following instruments:





1) marketable securities (with the exception of payment instruments), which can be traded in the capital market, including





a) shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts,

b) bonds and other debt instruments, including certificates of such securities, and

c) all other securities the rate at which the securities referred to in point (a) or (b) can be acquired or sold, or as cash-settled by an amount to be determined securities, currencies, interest rates or yields, commodities index and other indexes and goals as a reference,





2) money market instruments, including Treasury bills, certificates of deposit and commercial papers, with the exception of payment instruments,

3) units in collective investment schemes covered by the Act on investment associations and special associations and other collective investment schemes, etc. and units of other undertakings for collective investment,

4) options, futures, swaps, forward rate agreements (Fras) and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives, financial indices or financial measures which may be settled physically or in cash;,

5) options, futures, swaps, forward rate agreements (Fras) and any other derivative contract relating to commodities that must be settled in cash or may be settled in cash, as if one of the parties wishes it (by any reason other than breach, or any other cause of termination),

6) options, futures, swaps, and any other derivative contract relating to commodities that can be physically settled provided that they are traded on a regulated market or a multilateral trading facility,

7) options, futures, swaps, forward contracts and any other derivative contracts relating to commodities not covered by nr. 6, and which may be settled physically and do not have any commercial purposes and which has the characteristics of other derivative financial instruments, taking account, inter alia,. taken into account, whether they are cleared and settled through recognised clearing houses or are subject to regular determination of the margin,

8) credit derivatives,

9) financial difference contracts (Cfds),

10) options, futures, swaps, forward rate agreements (Fras) and any other derivative contracts relating to climatic variables, freight rates, emission allowances or inflation rates or other official economic statistics that must be settled in cash or may be settled in cash, as if one of the parties wishes it (by any reason other than breach, or any other cause of termination), and any other derivative contracts relating to assets, rights, obligations, indices and targets, which are not covered by nr. 1-9, and which have characteristics of other derivative financial instruments, taking account, inter alia,. taken into account, whether they are traded on a regulated market or a multilateral trading facility, cleared and settled through recognised clearing houses or are subject to regular determination of margin, and

11) marketable mortgages with the mortgage on immovable property or movable property.





(2). The Danish financial supervisory authority may lay down rules to the effect that certain instruments are not referred to in paragraph 1 shall be subject to all or parts of this law rules on securities.

§ 2 a. Securities equity securities within the meaning of Chapter 6 and in regulations issued under section 23, paragraph 7 and 8, and article 24, paragraph 2, shares and other transferable securities equivalent to shares as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a result of a conversion or the exercise of the corresponding rights , provided that the latter form of securities issued by the issuer of the underlying shares or by an entity belonging to the same group as mentioned issuer.

(2). By securities non-equity securities within the meaning of Chapter 6 and in regulations issued under section 23, paragraph 7 and 8, and article 24, paragraph 2, all securities other than referred to in paragraph 1.

section 2 (b). in the case of offers of securities to the public within the meaning of this law every enquiry to physical and legal persons in any form and by any way with adequate information relating to the contract documents and the offered securities, which means that an investor can decide on the purchase or subscription of these securities.

§ 3. Any securities trading must be carried out in a fair manner and in accordance with good securities trading. The Danish financial supervisory authority may give orders for the rectification of facts which run counter to 1. PT.

(2). The Minister for economic and business affairs shall lay down detailed rules concerning good securities trading.

(3). The Consumer Ombudsman can bring an action for an injunction and injunction relating to breaches of rules of good securities trading, see. paragraph 1, and rules issued in accordance with paragraph 2. Marketing article 20, paragraph 1 shall apply mutatis mutandis to cases brought by the Consumer Ombudsman after this provision. The Consumer Ombudsman can be designated as the Group's representative in a class action lawsuit, see. Chapter 23 (a) of the code.

section 3 (a). The Minister for economic and business affairs shall lay down detailed rules on the application of digital communication, including electronic signature, by the exchange of information under this law between citizens and businesses on the one hand and the public administration, on the other hand, as well as on the retention of information

Chapter 2

Securities traders

§ 4. By a securities dealer for the purposes of this law





1) financial establishments authorized as a credit institution, in so far as those undertakings are authorized after the financial business Act, section 9, paragraph 1, as well as financial establishments authorized as stockbroking company,

2) financial establishments authorized as a mortgage lender or investment management company, in so far as those undertakings are authorized after the financial business Act, section 9, paragraph 1,

3) credit institutions, investment firms and management companies authorised in another country within the European Union or in a country with which the community has entered into an agreement on the financial area, where the company legally engaged in securities trading, either through a branch or by providing services in this country, without prejudice. financial business Act section 30 section 31 respectively, and


4) credit institutions and investment firms which are authorised in a country outside the European Union, which the community has not concluded an agreement with the financial area, where the company legally engaged in securities trading, either through a branch or by providing services in this country, without prejudice. the financial business Act, § 1, paragraph 3, respectively, § 33.





(2). The Danish financial supervisory authority may lay down rules to the effect that the provisions of the Act concerning a securities handlers duties also apply to foreign credit institutions and investment firms which are not covered by paragraph 1, nr. 3 or 4, and which by virtue of section 20, paragraph 4, is assigned membership in a regulated market, or who pursuant to § 64, paragraph 3, has entered a connection agreement with a central securities depository.

section 4 (a). (repealed).

§ 5. (Repealed).

§ 6. (Repealed).

Chapter 3

Common provisions

§ 7. In this law, the term





1) an operator of a regulated market, a limited liability company, whose business is to operate a regulated market outlets,

2) a clearinghouse is a joint-stock company, which operates securities clearing business, and

3) a central securities depository joint-stock company, which operates a registration company.





(2). Provisions relating to the Board of directors or members thereof in section 12 (1), section 12 (d), paragraph 5, and section 31 (1) (8). 2, in the SE with a two-tier management system only apply to the Supervisory Board or the members thereof mutatis mutandis.

(3). Provisions relating to the Board of directors or members thereof as well as the provisions on the management of § 9, § 12 a, paragraphs 1 and 3, § 12 (c), section 12 (d), paragraphs 1-3, § 13, § 28 (a), paragraph 2, article 37, paragraph 1 1. paragraph, article 60, paragraph 4, § 84 (b), (2). 2, and paragraph 3, article 87, paragraph 1, section 95, paragraph 1, and section 96, paragraph 1, in VIEW-companies with a two-tier management system in addition to the management organ, see. § 8, paragraph 1, of the law on the European company, also apply to the Supervisory Board or the members thereof mutatis mutandis.

(4). The time limits laid down in or under this Act, begins to run as of the day following the date on which the event which triggers the deadline, takes place. This applies in the calculation of both days-as week, month, and årsfrister.

(5). Is the deadline specified in weeks expires, without prejudice. (4) on the day of the week for the date on which the event which triggered the deadline, took place.

(6). The time limit is specified in months shall expire, in accordance with article 3. (4) on the day of the month of the day on which the event which triggered the deadline, took place. If on the day of the event which triggered the deadline, took place, is the last day of a month, or if the period expires on a monthly date, which does not exist, the period shall expire on the last day of the month always regardless of its length.

(7). A time limit expires in a weekend, on a holiday, Constitution Day, Christmas Eve or new year's Eve, the deadline should be extended until the first following working day.

section 7 (a). In this law means a registered payment system a payment system that is registered pursuant to section 57 (a), paragraph 1 1. PT.

(2). In this Act shall mean a company which runs an alternative marketplace, a company that operates a multilateral trading facility as an alternative marketplace, see. § 9, paragraph 10, of the financial business Act.

§ 8. Company subject to section 7, paragraph 1, may not commence before the Danish financial supervisory authority has granted permission to do so. The securities clearing activities of Danmarks Nationalbank, is not covered by the 1. PT.

(2). The authorization is subject to,





1) that the company operated in a joint-stock company, registered in the Danish Commerce and companies Agency,

2) that the company has a share capital of operators of regulated markets must constitute at least 8 million. KR. and for clearing houses and securities depositories must constitute at least 40 million. DKK,

3) the company has submitted the necessary information, including the business plan, organizational chart, business processes and control and safety measures,

4) to members of the applicant's Board of Directors and Executive Board meets the requirements of section 9, and

5) to owners of qualifying shares meeting the requirements of section 10.





(3). For a central securities depository is also conditional on permission to the central depository has a capital preparedness, see. section 82.

(4). A clearing Central's licence is also subject to the rules in force and clearing Centre for connection agreements contain provisions as provided in section 57 c.

(5). The Danish financial supervisory authority shall refuse an application for a permit must be justified and notified to the applicant not later than 6 months after the date of receipt, or, if the application is incomplete, within six months after the applicant has submitted the information required to make the decision. There should in any case be decided no later than 12 months after receipt. The FSA has not within 6 months after receipt of a complete application for a permit decision, the company may refer the matter to the courts.

§ 9. A member of the administrative or management body of a company subject to section 7, paragraph 1, must have sufficient experience to exercise the duties or the post.

(2). A member of the Board of directors or the Executive Board may not contest the Office or post of, respectively, Board member and Director of a company subject to section 7, paragraph 1, if the person concerned





1) imposed criminal liability or is convicted of violation of the criminal law or the law on securities trading, etc. and this violation implies the risk that the operator or production not handled safely,

2) has declared a suspension of payments, bankruptcy, has filed an application for debt relief or started negotiations on an arrangement or

3) have exhibited such behavior, that there are grounds for believing that the person concerned will not carry out the duties of the position or safely.





(3). The members of the administrative or management body shall be obliged to give the FSA information relating to the conditions specified in paragraph 2.

(4). The person or persons who effectively direct the operator of a regulated market already approved stores in accordance with the rules laid down in the directive on markets in financial instruments (MiFID), is considered to satisfy the requirements laid down in paragraph 1 in connection with applications for authorisation to operate a regulated market.

§ 10. Any natural or legal person who proposes to acquire, directly or indirectly, a qualifying share of 10 per cent or more in a company subject to § 7 paragraph 1, shall in advance notify the financial supervisory authority, and the Danish financial supervisory authority must approve the proposed acquisition. The same applies to the increase of the qualified share, which leads to this after the acquisition will be or exceed a limit of 20 per cent, 33 per cent, respectively. or 50 per cent of the share capital or of the voting rights, or implies that a company subject to § 7 paragraph 1, will be a subsidiary. Qualifying shares are understood in the same way as section 5 (3) of the financial business Act.

(2). Acquisition or increase of the percentage referred to in paragraph 1 may only be authorised when this is not contrary to the need to ensure sound and prudent management of a company subject to § 7 paragraph 1.

(3). FSA approval or refusal shall be provided not later than 3 months after the FSA receipt of adequate notification of the proposed acquisition.

(4). The Danish financial supervisory authority may by approval of an acquisition or increase in accordance with paragraph 1 may specify a time for the implementation of this.

(5). Capital owners who have a share of at least 10 per cent, and which intend to reduce this proportion in such a way that it falls below one of the limits laid down in paragraph 1 shall inform the Danish financial supervisory authority accordingly and specify the size of the proposed future share.

(6). When a company subject to section 7, paragraph 1, becomes aware of acquisitions or disposals of shares as referred to in paragraphs 1 and 5, the company must immediately give notice to the Danish financial supervisory authority.

(7). A company subject to section 7, paragraph 1, shall, not later than in the month of February to give the FSA notice of the names of the capital owners, which at the end of the previous years owned a qualified stake in the company, and about the size of these shares.

(8). An operator of a regulated market shall make public the names of all direct and indirect owners of the company. In addition, the names of direct and indirect owners of qualified shares in the company and the size of the respective shares shall be made public.

section 10 (a). where capital owners who are in possession of the in section 10, paragraph 1, referred to shares in a company subject to section 7 (1), counteracts the sound and prudent management of the company, the FSA can remove the voting rights attaching to the relevant shares, or require company owners to follow certain guidelines.

(2). The Danish financial supervisory authority may remove the voting rights attaching to shares owned by natural or legal persons who do not comply with the obligation laid down in article 10, paragraph 1, to the prior notification by the FSA. The shares are reassigned full voting rights, if the FSA can approve the acquisition.


(3). In the event of a natural or legal person having acquired shares as referred to in section 10, paragraph 1, irrespective of the fact that the FSA has refused to approve the acquisition of shares, the Danish financial supervisory authority remove voting rights attached to these shares.

(4). FSA has lifted voting rights pursuant to paragraphs 1 to 3, may not be included in the inventory of holding the general meeting represented the voting capital.

§ 11. A company subject to section 7, paragraph 1, and a company that operates a multilateral trading facility shall notify the financial supervision, if company becomes aware or has reason to believe that someone has violated this Act, regulations issued pursuant to this Act or grossly or repeatedly violated rules set by an operator of a regulated market of a clearinghouse, of a central securities depository or by a company , which operates a multilateral trading facility.

§ 12. The Board of Directors of a company subject to section 7, paragraph 1, shall consist of at least 5 persons.

(2). The provisions of the Danish public companies Act § 56, paragraph 7, shall apply mutatis mutandis to undertakings covered by article 7, paragraph 1.

(3). A company subject to section 7, paragraph 1, shall not without FSA approval of far-reaching importance enter into agreements with other companies relating to the operation of a regulated market, securities clearing business and registration activities, and payment processing.

(4). A company subject to section 7, paragraph 1, may not merge with another company without FSA approval.

§ 12 a. Without the Board's approval, which shall be recorded in the Board of Directors ' minute book, must a company subject to section 7, paragraph 1, does not conclude the exposures, etc. with other companies in which the company's directors or members of the Board of Directors are directors or Board members.

(2). The exposures referred to in paragraph 1 shall be granted in accordance with the company's usual business conditions and on market-based terms. The company's selected audit in the audit Protocol relating to financial statements declare, whether or not the requirements of 1. paragraph are met.

(3). The Executive Board and the Board shall in particular monitor the sound and the progress of the exposures referred to in paragraph 1.

(4). The rules laid down in paragraph 1, paragraph 2, 1. paragraph, and (3) also apply to exposures to companies in which persons are linked to the directors by marriage, kinship or affinity of the right ascending or descending line or as siblings, are directors.

§ 12 b. Persons, who according to law or statutory provision is employed by the Board of Directors of a company subject to section 7, paragraph 1, and employees, for which there is a significant risk of conflicts between their own and the company's interests, do not on their own account or through companies they control,





1) borrow or draw on already approved credits for the purchase of securities, when they purchased securities be made security for the loan or credit

2) acquire, issue or deal with derivative financial instruments, unless the purpose is hedging,

3) acquire shares, other than shares in mutual funds, special funds, hedge funds and foreign collective investment undertakings covered by the Act on investment associations and special associations and other collective investment schemes, etc., with a view to the sale of these earlier than 6 months after the acquisition or

4) acquire positions in foreign currency other than the euro, when positionstagningen is done for the purposes of other than payments for the purchase of securities, goods or services or the purchase or operation of real estate or to use for travel.





(2). The persons referred to in paragraph 1 may not acquire shares in companies carrying out activities referred to in paragraph 1, no. 1-4. However, this does not apply to the purchase of shares in banks and stockbroking companies and units in investment funds, special funds, hedge funds and foreign collective investment undertakings covered by the Act on investment associations and special associations and other collective investment schemes, etc.

(3). The Board of Directors to decide, for which employees there is a significant risk of conflicts between their own and the company's interests, and which must therefore be covered by the ban.

(4). The Management Board shall, in respect of persons covered by paragraph 1, draw up guidelines for the verification of compliance with the prohibition laid down in paragraph 1 and paragraph 2, 1. section, including the reporting of property dispositions.

(5). The external audit shall once a year review the financial business guidelines in accordance with paragraph 4 and in the audit of the hearing concerning the annual report indicate whether the guidelines are deemed to be reassuring and useful, and have worked on the company's control procedures has given rise to comments.

(6). A custodian Department has, at the request of the Board of Directors of the financial company must provide the financial company external audit access to information about accounts and deposits, as well as to supply prints away for persons covered by paragraph 1.

(7). The prohibition provided for in paragraph 1, no. 2 do not include financial instruments, that are derived from the shares in the company or a company that is associated with it, and the group to which the person concerned receives as part of his remuneration.

(8). The prohibition provided for in paragraph 1, no. 1 does not include loans for purchases of employee shares as well as the instruments referred to in paragraph 7.

(9). The prohibition provided for in paragraph 1, no. 3, does not include any shares acquired by use of the instruments referred to in paragraph 7.

Paragraph 10. Internal audit and the Deputy Heads of audit shall notwithstanding the provisions of paragraphs 1-9 do not have financial interests in the company or group of companies, as they are employed in.

section 12 (c). The duties of the Board of Directors of a company subject to section 7, paragraph 1, cannot be reconciled with the post of Director or head of internal audit in the company. However, the Board of Directors may temporarily appoint a Director in a decline of its members as Director. The question may not exercise the right to vote in those bodies.

section 12 (d). persons according to law or statutory provision is employed by the Board of Directors of a company subject to section 7, paragraph 1, may not without the Board's permission to own or drive a self-employed capacity or as a member of the Board or official or otherwise participate in the management or operation of other business activities than the company.

(2). Other employees in a company subject to section 7, paragraph 1, for which there is a significant risk of conflicts between their own and the company's interests, can not without management's permission to own or drive a self-employed capacity or as a member of the Board or official or otherwise participate in the management or operation of other business activities than the company. The Board of Directors shall be informed about the permissions given by the Executive Board.

(3). The Board of Directors to decide, for which employees there is a significant risk of conflicts between their own and the company's interests, and which therefore must have management's permission, see. (2).

(4). It referred to in paragraphs 1 and 2 activities can only be disputed if the company or companies that are part of the business with the company, does not have or incurs an exposure with those referred to in paragraphs 1 and 2 companies. The exception is exposures in the form of shares, as well as exposures to companies included in the consolidated with company, or companies, in which companies within the scope of section 7 (1), jointly owns more than 4/5 of the shares.

(5). All permissions given by the Board pursuant to paragraph 1 to be presented by the Board of Directors ' minute book.

(6). The company must, at least once a year publish the information about the task, as the Board of Directors has approved in accordance with paragraph 1. In addition, the external audit in the audit of the hearing concerning the annual report declare whether or not the company has engagement with businesses within the scope of paragraphs 1 and 2.

(7). The Danish financial supervisory authority may, in exceptional cases, grant derogations from paragraph 4.

§ 12 e. (repealed).

§ 12 such FSA can compel a company subject to section 7, paragraph 1, within a period specified by the Inspectorate to dedicate a Director of the company, if the Director does not comply with the requirements of section 9, paragraph 2.

(2). The company has not set aside the Director within the prescribed period, the FSA can involve the company's permission, see. section 92 (1).

§ 12 g. (repealed).

§ 12 h. (repealed).

§ 13. Board of Directors, statutory auditors and directors and other employees of a company subject to section 7, paragraph 1, no. 1 and 2 may not unduly reveal what they learn in the course of their positions or duties have been given the knowledge of.

(2). Paragraph 1 shall not prevent a company subject to section 7, paragraph 1, no. 1 and 2, as part of a co-operation with other companies within the scope of section 7 (1), a regulated market of securities in a country within the European Union or in a country with which the community has concluded cooperation agreement with in the financial field, or one of FSA recognised foreign regulated market, clearing house and central securities depository shall forward information to them, if the information is subject to similar secrecy among the recipients.


(3). Covered by paragraph 1 is also information that a company subject to section 7, paragraph 1, no. 1 and 2, receive from other companies within the scope of section 7 (1) (8). 1 and 2, or foreign regulated markets, indicating that the information is secret or confidential, or where this follows from the nature.

(4). For central securities depositories shall apply the rules laid down in section 60, paragraphs 2 to 4.

§ 14. The annual report of a company subject to section 7, paragraph 1, external auditor's audit and audit of the hearing concerning the annual report relating to the minute the annual report from the head of internal audit must be submitted in duplicate to the Danish FSA. The Danish financial supervisory authority sends a copy of the annual report to the Danish Commerce and companies Agency, which announced the receipt of the Agency's computerized information system. They received annual reports are publicly available in the Danish Commerce and companies Agency.

(2). The Danish financial supervisory authority may lay down rules on financial reporting and on audit, including auditing, system implementation in companies subject to section 7, paragraph 1.

(3). The Danish financial supervisory authority may lay down rules on the financial statements on a consolidated basis.

(4). FSA sets out detailed rules for transactions entered into between companies covered by article 7, paragraph 1, and





1) undertakings which directly or indirectly linked to the company as subsidiaries, affiliates or parent companies or as parent's associated companies and other subsidiaries,

2) businesses or individuals associated with the company through the close links, see. financial business Act § 5 (1) (8). 17, or

3) enterprises that are not covered by the No. 1 and 2, and where the people in the corporate management of the majority of which are the same, or where the companies are subject to a common management pursuant to a contract or clauses thereof.





(5). Intragroup transactions effected in violation of the pursuant to paragraph 4 established rules must be lifted, so that the benefits of possible returned, including the prevention of possible collateral ceases. Payments from the company, which is carried out in the context of intragroup transactions contrary to legislation in accordance with the rules laid down in paragraph 4, must be reversed, with the annual interest rate by the amount equal to the interest rate provided for under section 5 (1) and (2) of the law on rate of interest for late payment, etc.

§ 15. The capital of a company subject to section 7, paragraph 1, shall be calculated as the paid-up share capital net of the holding of its own shares and of the year continuously deficits and vested share premium and reserves.

(2). The Danish financial supervisory authority may impose capital adequacy rules and rules on hedging of the of section 7 (1), included the companies ' risks. The Danish financial supervisory authority may lay down rules on depreciation of intangible assets.

(3). Board of Directors and the Management Board of companies covered by article 7, paragraph 1, shall ensure that the company has sufficient capital, see. paragraph 1, and that the company is in possession of internal procedures for risk measurement and risk management for ongoing assessment and maintenance of a subordinated debt of a size, which is appropriate to cover the company's risks. Board of Directors and the Management Board shall, on the basis of the assessment referred to in 1. paragraph assessing the company's capital needs. Capital requirement can not be lower than that contained in section 8, paragraph 2, of that type of business. The Danish financial supervisory authority may set a higher capital requirements than the individually contained in section 8, paragraph 2.

Section II

Trade

Chapter 4

Operation of a regulated market

§ 16. In a regulated market means a multilateral system, which within the system and in accordance with its mandatory rules together transferred or conveyed the bringing together of a plurality of interests of third parties in the purchase and sale of securities, in such a way as to the conclusion of agreements on trade in securities admitted to trading after this market rules or systems.

(2). Operators of regulated markets has the exclusive right to use the terms regulated market and authorised market place in their name and on the regulated market. The in 1. paragraph referred to operators of regulated markets, in which there is recorded privately traded securities to trading, has the exclusive right to use the term in their name and listing on the regulated market. Other natural or legal persons may not use the names or descriptions of their activities, which are apt to induce the impression that they operate a regulated market, including a regulated market, in which there is recorded privately traded securities to trading.

(3). Operators of regulated markets have FSA authorisation to operate a regulated market should use a term for the regulated market, which shows that in the case of a regulated market.

§ 17. An operator of a regulated market may drive other business, there are ancillary to the operation of the regulated market, including as a clearing house, securities central and operation of multilateral trading facilities. The Danish financial supervisory authority may decide that the ancillary activities must be exercised in another company. If the operator of a regulated market operates a multilateral trading facility as an ancillary activity, can the multilateral trading facility, however, always operated in the same company as the regulated market.

(2). If an operator of a regulated market operates a clearinghouse, a central securities depository or a multilateral trading facility as an ancillary activity, see. (1) find the requirements for the authorisation and operation of these types of businesses in this law shall apply. By an ancillary operation of a multilateral trading facility, see requirements for the authorisation and operation of these types of businesses in the financial business Act also apply.

§ 18. An operator of a regulated market shall be responsible for the market operated in a safe and appropriate manner.

(2). The operator must





1) be able to identify and manage potential conflicts of interest between, on the one hand, the operator and the operator's ownership and, on the other hand, the healthy functioning of the regulated market,

2) could manage the risks to which the operator and the regulated market is exposed to, demonstrate any significant risks to the market's operation and introduce measures to reduce these risks,

3) ensure a sound management of the technical function of market systems, including establishing effective emergency systems,

4) have rules that ensure a fair and orderly trading and establish objective criteria for the efficient execution of orders,

5) ensure the effective and timely implementation of the transactions carried out in market systems,

6) have sufficient financial resources to ensure the orderly functioning of the market, taking into account the transactions carried out on the market, and to the risks that the market is exposed to,

7) monitor that issuers of securities and members of the market rules of the regulated market,

8) keep records of the transactions carried out by members of the market using market systems, in order to be able to detect violations of market rules, the commercial terms contrary to the rules of the regulated market or conduct that may involve violations of Chapter 10,

9) verify that the issuers of securities, which are admitted to trading on the regulated market comply with their disclosure obligations,

10) facilitate access to the regulated market disclosed information and

11) regularly check that the securities are admitted to trading, continuous compliance with admission requirements.





§ 18A. An operator of a regulated market shall make public the current prices and market depth at those prices on shares which are admitted to trading on the regulated market, and offered in the regulated market system. This information must be within the regulated market normal trading hours continuously be made available to the public on reasonable commercial terms.

(2). If an operator of a regulated market gives securities traders, who are obliged to publish prices on shares pursuant to section 33 (a), access to the systems, which the operator uses to publish the information covered by paragraph 1, it shall do so on reasonable commercial terms and on a non-discriminatory basis.

(3). The Danish financial supervisory authority may exempt an operator of a regulated market from the obligation referred to in paragraph 1 based on the market model, type of order or order size.

(4). The Danish financial supervisory authority may lay down detailed rules concerning the obligation for disclosure under paragraph 1 and of the relief referred to in paragraph 3.

section 18 (b). An operator of a regulated market shall make public the price, volume and time of the transactions carried out with shares which are admitted to trading on the market. This information must be made available to the public on reasonable commercial terms and as close to real time as possible.

(2). If an operator of a regulated market gives securities traders, who are obliged to publish information about transactions with shares pursuant to section 33 (b), access to the systems, which the operator uses to publish the information covered by paragraph 1, it shall do so on reasonable commercial terms and on a non-discriminatory basis.


(3). An operator of a regulated market may provide for deferred trade-publication rules based on transaction size or type. The rules must be approved by the FSA. The operator shall publish the approved rules.

(4). The Danish financial supervisory authority shall lay down detailed rules concerning the obligation for an operator of a regulated market to make public the price, volume and time of transactions conducted with securities other than shares.

(5). The Danish financial supervisory authority may lay down detailed rules concerning the obligation for publication in accordance with paragraph 1. The FSA may also lay down detailed rules on the conditions for deferment of publication in accordance with paragraph 3.

§ 19. An operator of a regulated market shall establish rules for membership of the market. The rules must be transparent and non-discriminatory and based on objective criteria. Rules shall specify any obligations for the members as a result of





1) establishment and operation of the market,

2) rules for transactions on the market,

3) professional standards imposed on the staff of the securities traders operating on the market,

4) conditions to be laid down for other members of the market than securities traders, and

5) rules and procedures for the clearing and settlement of transactions conducted on the market.





(2). The rules of the regulated market on clearing and settlement will ensure that members of the regulated market shall have the right to use a different settlement system for transactions with financial instruments other than that selected by the operator by the market, if





1) made up the necessary links and arrangements between the Member chosen by the settlement system and any other relevant system or any other appropriate facility to ensure the efficient and economic settlement of the transaction in question and

2) FSA considers that technical conditions for settlement of transactions on the regulated market through a settlement system other than that chosen by the operator of the regulated market, are suitable to ensure the efficient and orderly functioning of financial markets.





Chapter 5

Access to regulated markets

§ 20. Securities traders, apart from investment management companies and management companies with permission to execute client orders or to deal on own account and which are covered by section 4 (1) (8). 1-3, Danmarks Nationalbank and other central banks from countries within the European Union or from countries with which the community has entered into an agreement on the financial sphere has the right to be members of a regulated market, if they meet the of market rules laid down in annex IX. § 19. Corresponding right has securities traders, apart from investment management companies and management companies within the scope of section 4 (1) (8). 3, in the home Member State are authorized to execute client orders or to deal on own account, but who do not engage in securities trading through a branch or by services here in the country, see. sections 30 and 31 of the financial business Act.

(2). Securities traders covered by paragraph 1 and central banks from countries within the European Union or from countries with which the community has entered into an agreement on the financial sphere has the right to be remote members of a regulated market, unless the physical presence after the trading procedures and systems of the regulated market is needed in order to be able to carry out transactions in the market.

(3). An operator of a regulated market can absorb natural or legal persons other than those referred to in paragraph 1 which members of the regulated market, if the characters





1) is appropriate and reputable,

2) have sufficient trading ability and competence,

3) to the extent necessary, has appropriate administrative procedures and

4) has sufficient resources to carry out the functions deriving from the membership of the regulated market, and in order to ensure an adequate settlement of transactions.





(4). Notwithstanding paragraph 3, an operator of a regulated market only record individuals who are resident in a country outside the European Union, which the community has not concluded an agreement with the financial area, if these are credit institutions, investment firms or central banks. If the investment firm or the credit institution in question is not covered by section 4 (1) (8). 4 requires recording permission from the Danish financial supervisory authority.

(5). An operator of a regulated market shall continuously give the FSA announcement on changes in the membership of the regulated market.

(6). An operator of a regulated market, which intends to allow natural or legal persons in another country within the European Union or in a country with which the community has entered into an agreement on financial matters, be remote members of the regulated market shall give notice to the Danish financial supervisory authority. The Danish financial supervisory authority before 1 month pass this message to the supervisory authorities in the country where the remote members is resident.

Chapter 6

Admission of securities to trading on a regulated market, official listing and public offerings of securities over 2,500,000 euro, etc.

§ 21. An operator of a regulated market shall establish clear and transparent rules for the admission of securities to trading on the regulated market. The rules should ensure that securities which are admitted to trading, can be traded in a fair, orderly and efficient way, and that when it is securities covered by section 2 (1) (8). 1, are freely transferable. Of derivatives, the rules particularly ensure that the derivative contract be drawn up in such a way as to ensure an orderly pricing and effective settlement conditions.

(2). An operator of a regulated market shall, when the admission of securities to trading on the regulated market must ensure that the rules laid down pursuant to paragraph 1 are complied with, and that in the absence of a validated and published prospectus, see. Article 23, paragraph 2, and article 24, paragraph 1.

(3). An operator of a regulated market without the issuer's consent to record a security to trading on the regulated market, if the value of the paper with the issuer's consent is admitted to trading on another regulated market here in the country or in another country within the European Union or in a country with which the community has entered into an agreement on the financial area. The operator of the regulated market to inform the issuer stating that the issuer's securities are admitted to trading on the regulated market.

(4). By the admission of a security to trading in accordance with paragraph 3 shall be the responsibility of compliance with that law rules on disclosure requirements for issuers of prospectuses and the causing the admission of securities to trading.

(5). An operator of a regulated market may, with the prior approval of the Danish FSA recording instruments, which are not covered by article 2, paragraph 1, to trading on the regulated market.

§ 22. The Danish financial supervisory authority may, at the request of an issuer of shares, stock certificates or bonds take a decision on the official listing of the relevant securities, if this is admitted or to be admitted to trading on a regulated market.

(2). FSA sets out rules on the conditions for official listing of securities regulation. paragraph 1, and whether the suspension and deletion of securities from listing.

§ 23. An issuer or a person asking for the admission of securities to trading on a regulated market, shall not arrange for the admission of securities to trading, before there is disclosed an approved prospectus of the securities in question, see. (2) and section 24, paragraph 1. Similarly, a provider does not make any offer of securities to the public, before there is disclosed an approved prospectus of the securities in question, see. (2) and section 24, paragraph 1.

(2). The Danish financial supervisory authority shall decide on the approval of the prospectus.

(3). The prospectus must contain the information deemed necessary for investors and their investment advisers to make an informed assessment of the issuer's assets and liabilities, financial position, results and prospects, as well as a guarantor and of the rights attaching to the securities, which are offered to the public or admitted to trading.

(4). The rules in this chapter on the obligation to publish a prospectus shall notwithstanding the provisions of paragraph 1 shall not apply to the following:





1) money market instruments referred to in article 6. § 2 (1) (8). 2, with a maturity of less than 12 months.

2) negotiable mortgages, see. § 2 (1) (8). 11.

3) units in collective investment schemes covered by the Act on investment associations and special associations and other collective investment schemes, etc.

4) securities of non-equity securities issued by





(a)) a country within the European Union or a country with which the community has entered into an agreement on the financial area, or by one of its regional or local authorities,

b) international public-sector bodies, which one or more countries within the European Union or in countries with which the community has entered into an agreement on financial matters, are members of,

(c)) the European Central bank or


d) central banks, who are residents of countries within the European Union or in countries with which the community has entered into an agreement on the financial area.





5) Shares in a central bank that is resident in a country within the European Union or a country with which the community has entered into an agreement on the financial area.

6) securities unconditionally and irrevocably guaranteed by a country within the European Union or a country with which the community has entered into an agreement on the financial area, or by one of its regional or local authorities.

7) securities for the purpose of raising funds for non-profit objectives issued by state-recognised organisations domiciled in a country within the European Union or a country with which the community has entered into an agreement on the financial area, and who do not work for profit.

8) securities, non-equity securities issued in a continuous or repeated manner by credit institutions provided that these securities





(a)) is not subordinate, convertible or exchangeable,

(b)) does not give the right to subscribe to or acquire other types of securities and is not associated with a derivative,

(c)) make it out for the receipt of deposits that must be repaid, and

d) are covered by a deposit guarantee scheme.





9) securities included in a public offering of securities in which the entire supply is less than 2,500,000 euro, which limit shall be calculated over a period of 12 months.

10) securities, non-equity securities issued in a continuous or repeated manner by credit institutions where the entire issue is under 50,000,000 euros, which limit shall be calculated over a period of 12 months, provided that these securities





(a)) is not subordinate, convertible or exchangeable and

(b)) does not give the right to subscribe to or acquire other types of securities and is not linked to a derivative.









(5). An issuer, a provider or a person asking for admission to trading of securities referred to in paragraph 4, no. 4, 6, 9 and 10 may, however, draw up a prospectus in accordance with the rules laid down in this chapter and rules adopted pursuant to paragraphs 7 and 8, and article 24, paragraph 2.

(6). A prospectus must be drawn up in accordance with the rules adopted by the Danish financial supervisory authority shall lay down in accordance with paragraph 7, and should be presented in a way which makes it possible to understand the content and assessment of the significance of the given information.

(7). FSA sets out rules for the prospekters content, format, language, advertising and validity as well as the omission of information in the prospectus. In addition, it lays down rules for the FSA prospekters approval in cases where securities optionally admitted to trading on regulated markets in this country or several regulated markets in another country within the European Union or in a country with which the community has entered into an agreement on the financial area.

(8). FSA sets out rules for exemption from the obligation to publish a prospectus, including rules requiring that certain securities are exempt from the obligation, and the rules for the approval of individuals and small and medium-sized companies as qualified investors. Furthermore, it lays down rules for the inclusion of an FSA register of natural persons and small and medium-sized companies as qualified investors.

§ 23 a. FSA gives the issuer, offeror or person asking for admission to trading, of its decision on the approval of the prospectus within 10 trading days after receipt of the application for the approval of the prospectus.

(2). In paragraphs 1 and 5 shall be the time limit is extended to 20 trading days, when a call to the public relates to securities issued by an issuer which does not have any securities admitted to trading, and who has not previously offered securities to the public.

(3). If there are reasonable grounds for believing that the submitted documents are incomplete or that there is a need for further information, see time limits laid down in paragraphs 1, 2 and 5 only apply from the date on which the issuer, offeror or person asking for admission to trading, have obtained such information. If the documents are incomplete and the approval period for this reason be suspended should the FSA give that notice within 10 trading days after the receipt of the application.

(4). The Danish financial supervisory authority may refer the approval of a prospectus to the competent authority of another country within the European Union or a country with which the community has entered into an agreement on the financial area, provided that the competent authority of this country gives its consent thereto. Such a reference shall be notified to the issuer, offeror or person asking for admission to trading, within 3 trading days after the date of the FSA decision on referral.

(5). When the FSA get referred an application for approval of a prospectus from a competent authority in another country within the European Union or a country with which the community has entered into an agreement on the financial area, the Danish financial supervisory authority give the issuer, offeror or person asking for admission to trading, of its decision on the approval of the prospectus within 10 trading days after that the competent authority has taken a decision on referral of prospectus approval.

§ 24. The offer to the public of securities and admission of securities to trading on a regulated market must not take place before the prospectus is published in accordance with the rules laid down pursuant to paragraph 2.

(2). FSA sets out rules relating to the contract material and about the prospekters publication.

§ 25. An operator of a regulated market may suspend or delete a securities from trading on the regulated market, if the security no longer satisfies the rules of the regulated market. Suspension or deletion, however, should not be carried out if there is a likelihood that this will be significant detriment of investors ' interests or the orderly functioning of the market.

(2). An operator referred to in paragraph 1 shall decide on the suspension or deletion of a value paper, must publish this decision as soon as possible and notify the financial supervisory authority the appropriate information.

(3). Submitting an issuer whose securities are admitted to trading on a regulated market, request for deletion from trading, the operator of the regulated market take the request as a result. Deletion, however, may not be carried out if there is a likelihood that this will be significant detriment of investors ' interests or the orderly functioning of the market.

(4). An issuer has the right to obtain a security deleted from trading on a regulated market, if the security relating thereto admitted to trading or are admitted to trading on another regulated market.

section 26. (Repealed).

section 26 (a). The powers conferred on an operator of a regulated market in section 21, shall be exercised by the FSA, when an operator of a regulated market here in the country or in another country within the European Union or in a country with which the community has entered into an agreement on financial matters, or a company which runs an alternative marketplace, asking for admission of its securities to trading on the regulated market. The Danish financial supervisory authority also exercises the powers conferred on an operator of a regulated market in section 25, when securities covered by 1. points are admitted to trading on the regulated market.

Chapter 7

Disclosure obligations

§ 27. The issuer of securities admitted to trading on a regulated market in this country, in another country within the European Union or in a country with which the community has concluded an agreement with financial securities or for which has been filed in the request for admission to trading on such a market, must urgently publish internal knowledge without prejudice to article. section 34, paragraph 2, provided that this knowledge directly related to the issuer's business. The issuer is required to disclose such information immediately after, that the relevant conditions are fulfilled or the event in question occurred, although the relationship or the event has not yet been formalized. Significant changes in already published inside information shall be published immediately after, that these changes are occurring, and through the same channel, which was used by the disclosure of the original information.


(2). Inside information, which an issuer referred to in paragraph 1, or a person acting on his behalf or on his behalf, discloses to a third party as a normal part of the exercise of his employment, profession or function, see. section 36, of the issuer shall be made public in its entirety while the transfer to a third party. If the issuer does not at the time of the transfer is conscious of the fact that there has been transmission, publication happen immediately after the issuer to get knowledge or should have had knowledge that the disclosure of inside information has happened. 1. and 2. paragraph shall not apply, if the third party receiving the inside information, is subject to professional confidentiality in accordance with law, regulation, statute or contract, or where the transfer is made to ensure that the receiving third party is aware that information is inside information, and with that part, as a result, are subject to the prohibition on disclosure of inside information, see. § 36.

(3). An issuer is only obliged to publish inside information pursuant to paragraphs 1 and 2 in relation to it or the regulated markets in which the issuer has requested or approved the admission of securities to trading.

(4). An issuer must ensure that the disclosure of inside information is done in such a way that the general public can quickly access this knowledge, and that the disclosed information is sufficient to permit a complete, correct and timely assessment of the inside information. The issuer may not, misleading way combine the disclosure of inside information with the marketing company. An issuer shall as far as possible ensure that publication takes place at the same time for all categories of investors in all countries within the European Union or in countries with which the community has entered into an agreement on the financial area in which the issuer has requested or has been approved a recording of securities.

(5). An issuer of securities as referred to in paragraph 1 shall, without undue delay and for an appropriate period after the disclosure of inside information is done in accordance with paragraph 1 or 2, let all such knowledge should appear on its website.

(6). An issuer may under his own responsibility delay the publication of inside information pursuant to paragraph 1, in order not to damage its legitimate interests, provided that this will not mislead the public and the issuer can ensure that this knowledge will be treated confidentially. Legitimate interests after 1. paragraph may concern in particular:





1) ongoing negotiations or similar circumstances where disclosure could affect the outcome of these negotiations, or normal courses. If the issuer's financial viability is in serious and imminent danger, without, however, lodged a petition for bankruptcy or opening of compulsory settlement, publication of internal knowledge can only be deferred for a limited period, and only if such disclosure would cause serious harm to the interests of existing and potential shareholders by undermining the conclusion of specific negotiations aimed at ensuring the issuer's profitability in the long term.

2) Decisions or contracts that have been taken or made by an issuer, where necessary with the approval of another body of the issuer company, for that decision or contract can take effect. 1. paragraph shall only apply if the publication of the decision or conclusion of contract, advance approval will give rise to a risk that investors will not make a correct assessment of the published information.





(7). An issuer of marketable securities covered by section 2 (1) (8). 1, and which are admitted to trading on a regulated market in this country, in another country within the European Union or in a country with which the community has entered into an agreement on financial matters, at the latest 8 days before the general meeting, but no later than 4 months after the end of the financial year, the Supervisory Board approved the annual report of the public do. The issuer must also publish the of the Board of Directors approved the interim report for the first 6 months of the financial year. Publication of half-yearly financial report should happen as soon as possible after the expiry of the six-month period, but not later than 2 months after. The published annual reports and interim reports for issuers from the country and from other countries within the European Union or from countries with which the community has entered into an agreement on financial matters, must be drawn up in accordance with the accounting law of the country in which the issuer has its registered office. FSA sets out rules on the rules by which annual reports and interim reports from issuers from other countries should be drawn up. Annual report and half-yearly report shall be available to the public for at least 5 years.

(8). An issuer of shares admitted to trading on a regulated market in this country, in another country within the European Union or in a country with which the community has entered into an agreement on financial matters, must publish a notice period during both the first and second six-month period of the fiscal year. The notice must be published not earlier than 10 weeks after the beginning of the relevant six-month period and no later than 6 weeks before the end of this. An issuer which publish quarterly financial reports, is not obliged to publish the in 1. item period referred to messages.

(9). The provisions on half-yearly reports referred to in paragraph 7 shall only apply to issuers of shares or bonds or other forms of negotiable debt instruments, with the exception of securities which are equivalent to shares in companies, or securities, which, if converted or the corresponding rights are exercised, gives the right to acquire shares or securities equivalent to shares in companies.

Paragraph 10. Paragraph 7 shall not apply to shares in collective investment schemes covered by the Act on investment associations and special associations and other collective investment schemes, etc.

Paragraph 11. Paragraphs 7 and 8 shall not apply to the following issuers:





1) countries within the European Union or in countries with which the community has entered into an agreement on the financial area, or regional or local authorities in these countries.

2) International public bodies to which one or more countries within the European Union or in countries with which the community has entered into an agreement on financial matters, are members of.

3) the European Central bank.

4) Central banks, who are residents of countries within the European Union or in countries with which the community has entered into an agreement on the financial area.

5) Issuers, which only issue debt instruments that are admitted to listing or trading on the trading on a regulated market in this country, in another country within the European Union or in a country with which the community has concluded an agreement with the securities in the financial field, and whose denomination per unit of at least EUR 50,000, or whose denomination per unit on the date corresponding to at least 50,000 euro When the debt instruments issued in a currency other than the euro.





Paragraph 12. (7) 2. paragraph shall not apply to issuers on 20. January 2004 exclusively issued and continue to exclusively issue debt securities admitted to trading on a regulated market in this country, in another country within the European Union or in a country with which the community has entered into an agreement on financial matters, which are unconditionally and irrevocably guaranteed by the issuer's home country in the European Union or in a country which the community has entered into an agreement on the financial area, or regional or local authorities in that country.

§ 27 a. an issuer of marketable securities covered by section 2 (1) (8). 1, by the publication of information in accordance with this chapter shall ensure that the publication is done in such a way that the information is rapidly becoming available throughout the European Union and the countries with which the community has entered into an agreement on the financial area.

(2). An issuer referred to in paragraph 1 must, at the same time with the publication to submit information to the FSA.

(3). An issuer referred to in paragraph 1 shall submit information that is published in accordance with paragraph 1, for the FSA, which stores information. The Danish financial supervisory authority may designate other authorities or legal persons in and outside the country to carry out the task.

(4). Paragraphs 1 to 3 shall not apply to shares in collective investment schemes covered by the Act on investment associations and special associations and other collective investment schemes, etc.

(5). Paragraphs 1 to 3 shall not apply to the document that an issuer is required to publish under section 27 (b).

(6). Paragraphs 1 to 3 shall not apply to communications on ownership of shares in companies that are admitted to trading on an alternative marketplace, as an issuer is required to publish under section 29 (1), (3). PT.


section 27 b. Issuers whose securities are admitted to trading on a regulated market in this country, in another country within the European Union or in a country with which the community has entered into an agreement on financial matters, at least once annually prepare and publish a document that contains or refers to all information which the issuer over the past 12 months has published or made available to the public in accordance with its obligations under the This law, the law on public limited companies, financial statements Act and European Parliament and Council regulation on the application of international accounting standards.

(2). The document submitted to the FSA after the publication of the annual accounts. If the document refers to information, it should be stated, where this information can be obtained.

(3). The obligation in paragraph 1 shall not apply to issuers of non-equity securities shares, see. section 2 (a), paragraph 2, and where the denomination per unit of at least EUR 50,000 and on issuers of shares in collective investment schemes covered by the Act on investment associations and special associations and other collective investment schemes, etc.

section 28. A company that has shares admitted to trading on a regulated market in this country, in another country within the European Union or in a country with which the community has entered into an agreement on financial matters, such as acquisition or disposal of own shares, shall, as soon as possible, publish the proportion of own shares, if the proportion reaches, exceeds or falls below 5 per cent or 10 per cent of the voting rights.

section 28 (a). Senior executives in companies issuing shares admitted to listing or trading on a stock exchange, an authorised market place or a similarly regulated market of securities, or for which a request has been submitted for admission to listing or trading on such markets must notify the issuing company notification of transactions which they carry out on their own behalf, and relating to the company's shares or other securities which are attached to such shares. Message to be given to the issuing company no later than on the next trading day after the transaction. If the Senior Executive is not the next trading day after the transaction has received the information referred to in paragraph 7, the statement shall be given as soon as possible, but no later than two trading days after the transaction.

(2). By senior staff for the purposes





1) members of the Executive Board or Board of Directors of the issuer or a regulatory body associated with the company or

2) other senior executives in the issuing company, who have regular access to inside information relating, directly or indirectly, the issuer, if the person concerned Senior Executive has the power to make managerial decisions of overall importance to the issuer's future business development.





(3). Related persons to a senior staff member in an issuing company must give the concerned senior employee notification of transactions which they carry out on their own behalf, and which relates to the shares issued by the company concerned or other securities, which are attached to such shares. Message to be given to the senior employee within the next trading day after the transaction. If the related person is not the next trading day after the transaction has received the information referred to in paragraph 7, the statement shall be given as soon as possible, but no later than two trading days after the transaction. The Chief Officer shall forward received messages to the issuing company no later than on the next trading day after receipt.

(4). By related persons to a senior staff member for the purposes the following natural and legal persons with regard to the persons referred to in paragraph 2:





1) spouse or common-law partner.

2) minor children, where the person referred to in paragraph 2, the holder of parental authority.

3) Other relatives who for a period of at least 1 years from the time of the transaction belonged to the implementation referred to in paragraph 2, the person's household.

4) legal persons, provided that the





a) a natural person covered by paragraph 2 or of no. 1-3 have the managerial responsibility of the legal person,

b) natural persons covered by paragraph 2 or of no. 1-3 alone or together, exercise an influence as mentioned in section 31 (1) (8). 1-5, of the legal person,

(c)) the legal person is established in order to respond to the economic interests of a natural person covered by paragraph 2 or of no. 1-3 or

(d)) the legal person, incidentally, have economic interests that are substantially coincide with the economic interests of a natural person covered by paragraph 2 or of no. 1-3.









(5). An issuer shall, not later than the next trading day after the receipt of a communication from a senior staff member in accordance with paragraph 1 1. paragraph, or (3), (4). paragraph, transmit the information received to the Danish FSA. FSA publishes this information immediately thereafter.

(6). A senior employee's obligation to give notice under paragraph 1 1. paragraph, and to disclose any information received under paragraph 3, 4. point, accrues if Exchange rate values of the transactions in the course of a calendar year is conducted by the Chief Officer of affiliated persons and to the Senior Executive, completes a sum of 5,000 euros or more. If the threshold value of 5,000 euro is exceeded, the requirement for the Chief Officer to give notice and to pass on information received solely as regards the transactions made after the threshold is exceeded.

(7). Communication referred to in paragraphs 1 and 3, as well as reporting pursuant to paragraph 5 shall include the





1) name of the natural or legal person who, in accordance with paragraph 1 or 3 have an obligation to give notice,

2) the reason that the person is required to give notice,

3) name of the issuer of the securities in question,

4) stock code and name for the securities in question,

5) nature of the transaction (purchase, sale or other transaction),

6) trade date, and which market transaction is carried out on, as well as

7) the number of traded securities and equity market capitalisation thereof.





(8). The Danish financial supervisory authority may lay down detailed rules on the communication, reporting and public disclosure of information covered by paragraph 1-7.

section 28 (b). any natural or legal person who, in the exercise of his profession or as a part of its business to the public or distribution channels, producing or disseminating recommendations on securities as referred to in section 27, paragraph 1, or the issuer of such securities, shall ensure that the disclosure and dissemination of recommendations is done in a fair way, and that there be informed about any interests or conflicts of interest in relation to the securities or the issuer which the recommendation relates.

(2). FSA sets out detailed rules on fair presentation and disclosure of interests and conflicts of interest at the production and dissemination of recommendations concerning securities and issuers thereof.

section 28 (c). (repealed).

section 29. Anyone who holds shares in companies where these shares are admitted to listing or trading on a stock exchange, an authorised market place or a similarly regulated market or are admitted to trading on an alternative marketplace, in the cases referred to in paragraph 2 as soon as possible, give notice to the company of holdings of shares in this. At the same time as the notification to the company must submit information about the holdings to the Danish FSA. After receipt of the notification to the company as soon as possible, publish the content of the message.

(2). Notification of shareholding pursuant to paragraph 1 shall be given when





1) shares the right to vote is at least 5% of the share capital voting rights or their face value is at least 5% of the share capital or

2) change in an already granted tenure means that borders on 5, 10, 15, 20, 25, 50 or 90 per cent and the limits of 1/3 or 2/3 of the share capital voting rights or face value is reached or no longer is reached or the change causes the borders in nr. 1 is no longer met.





(3). The Danish financial supervisory authority may provide that the obligation to give notice in accordance with paragraph 1 shall include other securities giving the right to acquire shares.

(4). FSA sets out detailed rules about possession, notice of possession of shares in accordance with paragraphs 1 and 2 and the obligation to give notice of rights to exercise voting rights in other cases. The FSA may also lay down rules which derogate from the obligation laid down in paragraph 1.

section 29 (a). (repealed).


section 30. FSA sets out rules about issuers ' disclosure obligations, including on language, content, the way there should be publication, recording and storage of information, as well as on the content of term messages. The rules may derogate from the Act's requirements to issuers ' obligations in section 27, paragraphs 7 and 8, and section 27 (a), paragraphs 1-3. FSA sets out further rules about issuers ' equal treatment of and communication with shareholders and the holders of bonds or other forms of marketable debt instruments.

Chapter 8

Takeover bids

section 31. Transferred, directly or indirectly, a stake in a company that has one or more classes of shares admitted to trading on a regulated market or an alternative marketplace, the transferee must give all the company's shareholders the opportunity to sell their shares at identical conditions, if the transfer results in the transferee





1) comes to possess the majority of the voting rights in the company,

2) gets the right to appoint or remove a majority of the company's Board of Directors,

3) gets the right to exercise a dominant influence over the company on the basis of the articles of association or agreement with this, moreover,

4) on the basis of an agreement with other shareholders comes to dispose of the majority of the voting rights of the company or

5) are going to be able to exercise dominant influence over the company and will own more than a third of the voting rights.





(2). The obligation under paragraph 1 shall not apply where the transfer referred to in paragraph 1 is the result of a voluntary offer for all shareholders to transfer all their shares and this voluntary offer fulfils the conditions set out in section 32, paragraph 1.

(3). The provisions of the Danish public companies Act section 20 (b), paragraph 4, and article 20 (e) shall apply mutatis mutandis to transfers of shares in a company that has one or more classes of shares admitted to trading on an alternative marketplace.

(4). The Danish financial supervisory authority may exempt from the obligation stipulated in paragraph 1, provided that special conditions are applicable.

section 32. By offers of acquisition of shares in accordance with section 31, the transferee must prepare and publish a quote document, which contains information about the financial and other conditions, including the time limit for acceptance of the offer, as well as other information that may be deemed necessary, for the shareholders to make an informed assessment of the offer.

(2). Once there, without the existence of the offer obligation under section 31, incidentally publicly in order to acquire a controlling stake made offers to take over the shares in a company that has one or more classes of shares admitted to listing or trading on a stock exchange, an authorised market place, a similarly regulated market or an alternative marketplace, there must also be drawn up an offer document in accordance with paragraph 1.

(3). Decision on the basis of the offer shall be promptly published.

(4). FSA sets out provisions on the duty of the offeror pursuant to section 31 (1) voluntary takeover bids, notice of a decision on the basis of quotations, quotation documents content, including whether a duty to inform the bidder about the proposed withdrawal of the funds after the implementation of a takeover bid, the prohibition of conclusion of agreements on bonuses or similar services, the offer price as well as approval and publication etc. Also lays down provisions on the financial supervisory authority an obligation on the offeree to give an account of the content.

section 32 (a). The Danish financial supervisory authority may refer the examination of a takeover bid on shares in a company that has one or more classes of shares admitted to listing or trading on a stock exchange, an authorised market place or a similarly regulated market to the competent authority of another country within the European Union or in countries with which the community has entered into an agreement on the financial area.

(2). FSA sets out provisions on the applicable law, and on what authority is competent.

Chapter 9

Securities intermediaries ' reporting of transactions and disclosure of prices and transactions

section 33. This chapter shall apply to securities traders apart from





1) investment management companies within the scope of section 4 (1) (8). 2,

2) management companies within the scope of section 4 (1) (8). 3, and

3) other securities dealers subject to section 4, paragraph 1, no. 3, as the only driver service company here in the country governed by § 31 of the law on financial business.





(2). A securities dealer who carries out transactions with securities which are admitted to trading on a regulated market in this country, a regulated market in a country within the European Union or in a country with which the community has entered into an agreement on financial matters, or on an alternative marketplace, must as soon as possible and no later than the close of business on the day following the respective market transaction implementation report information about the transaction. Information can be reported by the securities dealer itself, a third party on behalf of the securities handler or a trade-matching or reporting system approved by the Danish financial supervisory authority or by the regulated market or multilateral trading facility, through whose systems the transaction was completed.

(3). The Danish financial supervisory authority may decide that the reporting obligation is also incumbent on the other. The Danish financial supervisory authority may also, in exceptional cases, provide for the obligation to notify shall include other securities are not admitted to trading on a regulated market or an alternative marketplace.

(4). A securities dealer shall retain all relevant information relating to all transactions in financial instruments to which the securities dealer has implemented for own account or for clients ' expense, for at least 5 years after the transaction is completed.

(5). The Danish financial supervisory authority may lay down detailed rules concerning the reporting obligation, including on the scope and content, and which must be reported.

section 33 (a). Securities Traders, systematic internalisers, meaning that the securities dealer on organised, frequent and systematic basis deals on own account by executing client orders outside a regulated market or a multilateral trading facility, in shares admitted to trading on a regulated market in this country or a regulated market in a country within the European Union or in a country which the community has entered into an agreement on financial matters, must publish the binding prices on the shares, as systematic internalisation.

(2). Paragraph 1 shall apply only if there is a liquid market for that share. If there is no liquid market for that share, securities traders, systematic internalisers, see. (1) at the request of issuing binding rates to their customers.

(3). Paragraphs 1 and 2 shall apply only for trades of up to standard market size.

(4). The Danish financial supervisory authority may lay down detailed rules on the securities intermediaries ' obligation to publish binding awards, including whether content, publishing, the ability to pull prices back, obliged to carry out orders to the asked prices, execution of orders from professional clients, access to the securities dealer asked prices, and whether securities dealers the option to limit the number of transactions.

section 33 (b). A securities dealer, as for own account or for account of a client conducts a transaction in shares admitted to trading on a regulated market in this country or in a country within the European Union or in a country with which the community has entered into an agreement on financial matters, and this transaction is conducted outside a regulated market or a multilateral trading facility here in the country or in another country within the European Union or in a country with which the community has entered into an agreement on financial matters, must publish information about price, volume and time of transaction execution. This information must be made available to the public on reasonable commercial terms, as close to real time as possible and in a manner which is easily accessible to other market participants.

(2). A securities dealer may defer the date referred to in paragraph 1 on the basis of the size and type of operations.

(3). FSA sets out detailed rules on securities intermediaries ' obligation to publish information on price, volume and time of transactions conducted with securities other than shares.

(4). The Danish financial supervisory authority may lay down detailed rules concerning the duty of disclosure pursuant to paragraph 1 and for deferment of publication in accordance with paragraph 2.

Chapter 10

Abuse of inside information, market manipulation and measures for the mitigation of market abuse

§ 34. The rules in this chapter include the misuse of inside information and market manipulation, as well as measures for the mitigation of market abuse relating to






1) transferable securities admitted to trading on a regulated market in this country, in another country within the European Union or in a country with which the community has entered into an agreement on the financial area, or equivalent foreign markets for securities and securities, which have filed a request for admission to listing or trading on these markets , and

2) securities that are not even covered by nr. 1, but which are linked to one or several transferable securities as referred to in point 1. 1, and shares within the scope of article 2, paragraph 1, no. 3.





(2). By inside information means specific information which is not published on the issuers of securities, securities or market conditions relating to these, as likely to have an impact on price formation significantly on one or more securities, if the information was published. A disclosure is considered published when there has been a general market and relevant dissemination of this.

(3). In paragraph 2 of this article, the term:





1) specific information: information





(a)) relate to the relationship which exists or may reasonably be expected to come to exist, or an event that has occurred or may reasonably be expected to occur, and

b) is sufficiently detailed to draw a conclusion on those events or measures expected impact on price formation at the securities in question.





2) Information, which is likely significantly to affect the price formation on one or more securities: information that a reasonable investor would likely to use as part of the basis of his investment decisions.





(4). For securities traders and employees of these businesses include inside information also information which must be supplied by a customer and related to his not yet orders executed, provided that the information meets the requirements of paragraphs 2 and 3.

(5). By commodity instruments constitute inside information information that has not been published, but which directly or indirectly relates to one or more of such instruments, and which users of markets where such instruments are traded, expects to receive in accordance with accepted market practices in these markets. Users of the markets for commodity instruments expects to receive information, as





1) normally made available to users of the market in question or

2) shall be published in accordance with law, Executive order, a set of rules for the market in question for the commodity instruments, a contract or a customary on the relevant market for commodity instruments or the underlying market for trade in commodities.





section 35. Buying, selling, and encouragement for the purchase or sale of a security shall not be carried out by someone who has inside information, which may be of importance for trade.

(2). The provision of paragraph 1 shall not apply to





1) purchase securities, is happening as a necessary part of the conduct of a public purchase offer put forward with the aim of gaining control of a company that has one or more classes of shares admitted to trading on a regulated market in this country, in another country within the European Union or in a country with which the community has entered into an agreement on the financial area , or equivalent foreign markets for securities, if the internal knowledge is acquired in connection with an investigation of the company, carried out with a view to the submission of the purchase offer, and

2) purchases and sales of securities, which are carried out in order to fulfill an obligation, provided that this obligation is due at the time of the trade's implementation and that obligation is based on an agreement concluded before the person concerned came into possession of inside information.





(3). Notwithstanding paragraph 1, securities traders and these companies ' employees loyally execute a customer's order. In addition, such persons carry out usual trade where trade occurs as a normal part of securities handler function as market-maker in that security.

(4). The provision of paragraph 1 shall not apply to transactions carried out by a sovereign State, such State central bank, the European System of Central banks or the person acting on their behalf, when the operations are going on as part of their monetary policy, currency policy or debt management policy.

(5). The provision of paragraph 1 shall not apply to trading in own shares in buy-back programmes or in securities as part of the stabilization of the price of a security, provided that such transactions are carried out in accordance with Commission Regulation (EC) No 1782/2003. 2273/2003 of 22. December 2003 on the implementation of European Parliament and Council Directive 2003/6/EC as regards the buy-back programmes and stabilisation of financial instruments.

§ 36. The one who is in possession of inside information shall not disclose such information to others, unless the transfer is a normal exercise of his employment, profession or function.

section 37. The issuer of securities admitted to listing or trading on a stock exchange or an authorised market place, and its parent company shall establish internal rules for Board members, directors and other employees ' access to its own or third parties to act with the securities issued by the issuer, see. the first part, and related financial instruments. Similar rules to be drawn up by the public authorities and businesses, including securities dealers, lawyers and accountants who, through their corporate exercise regularly come in possession of inside information. Are they in the 1. and 2. paragraph mentioned companies organized as partnerships or similar, should the internal rules also include owners.

(2). An issuer of securities as referred to in section 34 (1). 1, must draw up internal rules, with the aim to prevent inside information is available to anyone other than those who need it. Similar rules to be drawn up by the public authorities and businesses, including securities dealers, lawyers and accountants who, through their corporate exercise regularly come in possession of inside information.

(3). Internal rules drawn up by the issuer in accordance with paragraph 2, 1. paragraph, shall, as a minimum, contain provisions which effectively ensured that it





1) persons other than those who need to have access thereto, in the exercise of their functions within the issuer, do not get access to inside information,

2) persons who have access to inside information, are aware of the consequent legal and regulatory duties entailed and is aware of the sanctions attaching to the misuse or they may be unjustified disclosure of such information, and

3) that the disclosure of inside information shall take place immediately, if it is established by the issuer, that there has been transmission, see. However, section 27 (2), (3). PT.





(4). An issuer of securities as referred to in section 34 (1). 1, shall draw up and regularly update a list of those persons working for them and having access to inside information. Similar records shall be drawn up by natural and legal persons acting on behalf of an issuer as mentioned in 1. paragraph or of such issuer's expense. The records covered persons shall immediately be informed of this fact. 1.-3. paragraph shall not apply in the case of a sovereign State, such State central bank, the European System of Central banks or the person acting on their behalf, where the issue of securities is done as part of their monetary policy, currency policy or debt management policy.

(5). Internal rules issued in accordance with paragraphs 1 and 2, as well as the lists drawn up in accordance with paragraph 4 shall on request be supplied to each stock exchange or authorized market place and the Danish financial supervisory authority.

(6). Securities traders and these companies ' employees, who carry out transactions with securities as referred to in section 34 (1), shall without undue delay notify the financial supervisory authority, if it can reasonably be assumed that a successful transaction constitutes a violation of section 35 (1) or § 39, paragraph 1. However, this applies only if the transaction is carried out as part of a loyal execution of a customer's order, see. section 35, paragraph 3, and § 39, paragraph 2. Notification as mentioned in 1. paragraph, as a securities dealer or its employees make with reasonable cause, shall not be regarded as a breach of the rules on secrecy, whether these rules are following the law, decree or a contract.

(7). Securities traders and these companies ' employees who have made a notification to the Danish financial supervisory authority in accordance with paragraph 6, are obliged to keep secret that given such a notification. The fulfilment of the duty of confidentiality as stated in 1. paragraph inflicts not the concerned securities dealer or its employees in liability of any kind.


(8). Conducted by a securities dealer to trade in securities, to be the one who buys or sells securities, identify themselves to the securities dealer. The identification must include name, address, and social security or tax ID or other similar identification if the person does not have a social security or tax ID. Happens to trade on behalf of third parties, this must also be reported.

(9). Securities dealer shall record the information referred to in paragraph 8 and keep the information in 5 years.

Paragraph 10. The Danish financial supervisory authority shall lay down detailed rules for the drafting and updating of inventories in accordance with paragraph 4 and of the content and scope of the obligation to notify under paragraph 6, 1. PT.

section 38. By market manipulation shall mean acts covered by nr. 1-4, which is likely to affect the price of securities subject to section 34, paragraph 1, in a direction different from their value in the market, by





1) dissemination of information through the media or by other methods, there is likely to give false or misleading signals regarding the supply of, demand for or price of securities,

2) transactions or orders to trade, which is likely to give false or misleading signals regarding the supply of, demand for or price of securities,

3) transactions or orders to trade which used fictitious devices or any other form of deception or contrivance, or

4) transactions or orders to trade, whereby a person or several persons jointly ensure that the price of one or more securities is on an abnormal or artificial level.





(2). Market manipulation pursuant to paragraph 1 may, for example, consist in





1) broadcast of an opinion through the media about a security or an issuer of a security after having acquired quantities in advance of the relevant securities, where later the advantage of the way in which they expressed attitudes affect the price of the security, provided that no conflict of interest at the latest at the same time, with the broadcast of opinion expression is set to the public in a proper and effective way ,

2) purchase or sale of securities by the market's closing time with the effect that acting on the basis of closing prices, misled, or

3) conduct by a person, or persons acting jointly achieve a dominant position over the supply of or demand for a security with the effect that the purchase and sales prices on the value of the paper directly or indirectly shall be fixed at an abnormal or artificial level, or the use of other unfair terms for the transaction.





(3). For the purposes of paragraph 1, nr. 1, compared to editors and editorial staff, who, in the course of their professional activity is disseminating information, regard shall be had to the rules applying to such persons profession. 1. paragraph shall not apply where the person concerned editor or editorial employee, directly or indirectly, benefit or benefit from the dissemination of information.

(4). The provisions of paragraph 1, nr. 2 and 4, shall not apply where the person who concluded the transaction or has delivered the commercial order, certifying that the transaction or trading order was in conformity with accepted market practices, and that the reasons for entering into such a transaction or give such an order was legitimate. The Danish financial supervisory authority shall decide on the acceptance of market practice.

(5). FSA sets out detailed rules concerning transactions, trading orders and the dissemination of information, which can be considered market manipulation pursuant to the provisions of paragraph 1, nr. 1-4. The FSA sets out further details of the circumstances under which a transaction or trading order can be considered to be in conformity with accepted market practices in accordance with the provision in paragraph 4.

§ 39. Market manipulation or attempts to do so must not take place.

(2). Notwithstanding paragraph 1, securities traders and these companies ' employees loyally execute a customer's order.

(3). The provision of paragraph 1 shall not apply to transactions carried out by a sovereign State, such State central bank, the European System of Central banks or the person acting on their behalf, when the operations are going on as part of their monetary policy, currency policy or debt management policy.

(4). The provision of paragraph 1 shall not apply to trading in own shares in buy-back programmes or in securities as part of the stabilization of the price of a security, provided that such transactions are carried out in accordance with Commission Regulation (EC) No 1782/2003. 2273/2003 of 22. December 2003 on the implementation of European Parliament and Council Directive 2003/6/EC as regards the buy-back programmes and stabilisation of financial instruments.

section 39 (a). § 34, paragraphs 2-5, § 35, paragraphs 1-4, § 36, § 37, paragraphs 6-10, § 38 and section 39, paragraphs 1-3 shall apply mutatis mutandis to trade with securities admitted to trading on an alternative marketplace. Moreover, Commission Regulation (EC) No 1782/2003. 2273/2003 of 22. December 2003 on the implementation of European Parliament and Council Directive 2003/6/EC as regards the buy-back programmes and stabilisation of financial instruments referred to in article 6. section 35, paragraph 5, and section 39, paragraph 4, also apply to trade in securities admitted to trading on an alternative marketplace.









 





Chapter 11 (repealed).





 





Chapter 11 (a) (repealed).











Chapter 11 (b)

Operation of a multilateral trading facility

§ 40. A company that operates a multilateral trading facility,





1) have rules that ensure a fair and orderly trading and contain objective criteria for the efficient execution of orders,

2) have rules which define the criteria for determining what are securities that can be traded via the trading facility systems,

3) to ensure that users have access to, sufficient publicly available information to make an investment rating,

4) have rules that establish objective criteria that meets the requirements of section 42 (a), for access to the commercial facility,

5) inform users of commercial facility on their respective responsibilities for the settlement of the transactions concluded in the trading facility systems, and to ensure an effective execution of these transactions,

6) monitor, the users of the commercial facility is in compliance with the rules governing trade facility, and

7) keep records of the transactions carried out by commercial facility users during the application of trading facility's systems in order to be able to detect violations of trading rules, trading facility in violation of the rules for trading facility or conduct that may involve violations of Chapter 10.





§ 41. A company that operates a multilateral trading facility, must publish the current prices and market depth at those prices on stocks traded in commercial facility systems, at the same time, if the shares are admitted to trading on a regulated market. This information must be within normal opening hours continuous trading facility be made available to the public on reasonable commercial terms.

(2). The Danish financial supervisory authority may exempt a company that operates a multilateral trading facility, the obligation in paragraph 1 based on the market model, type of order or order size.

(3). The Danish financial supervisory authority may lay down detailed rules concerning the duty of disclosure pursuant to paragraph 1 and for an exemption in accordance with paragraph 2.

§ 42. A company that operates a multilateral trading facility shall make public the price, volume and time of the transactions carried out in the trading facility systems, with shares, at the same time, if the shares are admitted to trading on a regulated market. This information must be made available to the public on reasonable commercial terms and as close to real time as possible, unless the information about the transactions shall be published through a regulated market systems.

(2). A company that operates a multilateral trading facility, can lay down the rules for deferment of publication based on transaction size or type. The rules must be approved by the FSA. The company, which operates the multilateral trading facility shall publish the approved rules.

(3). The Danish financial supervisory authority shall lay down detailed rules concerning the obligation to make public the price, volume and time of the transactions carried out via a multilateral trading facility systems with securities other than shares.

(4). The Danish financial supervisory authority may lay down detailed rules concerning the obligation for disclosure under paragraph 1 and of the possibility of deferment of publication in accordance with paragraph 2, including the conditions for doing so.

section 42 (a). A carrier operating a multilateral trading facility may only grant access to commercial facility for the following natural or legal persons:





1) securities traders, see. § 4.

2) securities traders as mentioned in section 4, paragraph 1, no. 3 and 4, which are not operating through a branch or the provision of services in this country, without prejudice. sections 30 and 31 of the financial business Act.


3) Other natural or legal persons whose protagonists





(a)) is suitable and reputable,

b) have sufficient trade ability and competence,

(c)) to the extent necessary, has appropriate administrative procedures and

d) have sufficient resources to carry out the functions deriving from participation in the multilateral trading facility, and to ensure an adequate settlement of transactions.









paragraph 42 (b). A carrier operating a multilateral trading facility shall not, without the approval of the Danish FSA conclude an agreement with clearing houses or other establishments, which clears or executes transactions with money or securities.

(2). If the agreement referred to in paragraph 1 is intended to be entered into with a party who is resident in another country within the European Union or in a country with which the community has entered into an agreement on the financial area, the Danish financial supervisory authority not to approve such an agreement, if it can be established that the agreement will prevent proper operation of the multilateral trading facility , or if the FSA believes that clearing and settlement under the agreement cannot be implemented in a technically sound manner.

Special rules on the operation of alternative marketplaces

section 42 (c). Companies, which operates an alternative marketplace, must only accept securities to trading on the alternative marketplace, if





1) the issuer of the security has requested and

2) security are not admitted to trading on a regulated market in this country or similar markets in other countries.





(2). For securities traders from countries outside the European Union, which the community has not concluded an agreement with the financial area, covered by section 42 (a) (iii). 2, as well as other natural or legal persons from such countries, apart from central banks, have access to an alternative marketplace conditional upon the prior approval of the Danish FSA.

(3). A company which runs an alternative marketplace, must lay down rules about issuers ' disclosure obligations.

paragraph 42 (d). Companies, which operates an alternative marketplace, have the exclusive right to use the term alternative marketplace in their name. Other natural or legal persons may not use the names or descriptions of their activities, which are apt to induce the impression that they are operating an alternative marketplace.

(2). Firms FSA authorisation to operate an alternative marketplace, must use a term for the alternative marketplace, which shows that there is an alternative marketplace.

§ 42 e. A company which runs an alternative marketplace, may suspend or delete a securities from trading on the alternative marketplace. Suspension and deletion, however, should not be carried out if there is a likelihood that this will be significant detriment of investors ' interests or the orderly functioning of the market.

(2). Submitting an issuer whose securities are admitted to trading on an alternative marketplace, request for deletion from the trade, the company that operates the alternative marketplace, take the request as a result. Deletion, however, should not be carried out if there is a likelihood that this will be significant detriment of investors ' interests or the orderly functioning of the market.

(3). An issuer has the right to obtain a security deleted from trading on an alternative marketplace, if the security relating thereto admitted to trading or are admitted to trading on another alternative marketplace.

(4). Trade in a security shall expire at the latest at the same time as the security admitted to trading on a regulated market.

section 42 such the powers in section 42 (c) vested in a company which runs an alternative marketplace, carried out by the FSA, when an operator of a regulated market here in the country or in another country within the European Union or in a country with which the community has entered into an agreement on financial matters, or a company which runs an alternative marketplace , asking for admission of its securities to trading on the alternative marketplace. The FSA also exercised the powers in section 42 (e) is attributed to a company which runs an alternative marketplace, when securities covered by 1. points are admitted to trading on the alternative marketplace.

Chapter 12

Prospectuses for public offerings of securities between 100,000 euros and 2,500,000 euro

section 43. This chapter shall apply to the offer to the public of securities which are not admitted to trading on a regulated market, when supply is between EUR 100,000 and 2,500,000 euro.

(2). This chapter shall apply to securities as referred to in section 2 (1) (8). 1, except for bonds with a maturity of less than 1 year.

(3). The Danish financial supervisory authority may lay down rules to the effect that the provision of certain securities are exempt from this law.

§ 44. A provider shall not make any offer of securities to the public, before there is disclosed an approved prospectus for these securities, without prejudice. (2) and section 46 (1).

(2). The Danish financial supervisory authority shall decide on the approval of the prospectus.

(3). The prospectus must contain the information deemed necessary for investors and their investment advisers to make an informed assessment of the issuer's assets and liabilities, financial position, results and prospects, as well as a guarantor and of the rights attaching to the securities offered to the public.

(4). A prospectus which complies with the requirements provided for in § § 23-24 and in regulations issued under section 23, paragraph 7 and 8, and article 24, paragraph 2, may be substituted for a prospectus referred to in paragraph 1.

(5). A prospectus which complies with the requirements for prospectuses in accordance with the provisions of Directive 2003/71/EC, and which is approved by the competent authority in a country within the European Union or a country with which the community has entered into an agreement on financial matters, likened to a prospectus referred to in paragraph 1. The prospectus before publication shall be submitted to the FSA, who shall ensure that the conditions after 1. paragraph are met.

(6). FSA sets out rules about contents, language, submission, validity, and advertising.

§ 45. Prospectuses as mentioned in section 44 must be submitted to the FSA.

(2). The Danish financial supervisory authority shall ensure that the prospectuses as mentioned in section 44, to comply with the provisions of this chapter and the provisions established thereunder.

(3). Receipt of prospectuses as mentioned in section 44 shall be registered in, and published by the Danish Commerce and companies Agency.

(4). FSA sets out rules for the payment of fees for the processing of prospectuses.

(5). The Danish Commerce and companies agency lays down rules on the publication of the receipt of the prospectus referred to in this chapter and for payment of the fees for publication.

§ 46. The offer to the public shall not take place before the prospectus is published in accordance with the rules laid down under section 45, paragraph 5.

(2). The Danish financial supervisory authority may lay down detailed rules on the content of the tender documents.









 





Chapter 13 (repealed).





 





Chapter 14 (repealed).











Title III

Clearing, settlement and financial collateral arrangements, etc.

Chapter 15

Clearing company

§ 50. By clearing purposes statement of obligations and rights at an agreed exchange of services.

(2). Settlement shall mean an exchange of services for the fulfilment of the parties ' obligations.

(3). By netting as set out in section 57 shall be taken to mean the conversion into one net claim or one net obligation of claims and obligations resulting from transfer orders which a participants either issue to, or receive from, one or more other participants with the result that only a net claim can be demanded or a net obligation be in force.

(4). By securities clearing company means regular activities consisting of at a clearing participant's behalf to carry out clearing, settlement or clearing and settlement of transactions in securities, including to intervene as a party to the transactions or otherwise ensure implementation of operations. The Danish financial supervisory authority shall decide in cases of doubt, the existence of securities clearing business.

(5). By clearing participant means a party that has entered into an agreement with a clearing house on regular basis to participate in clearing, settlement or clearing and settlement.

(6). By indirect participant shall mean a credit institution as defined in article 1, first indent, of Directive 77/780/EEC, which has a contractual relationship with an institution participating in a registered payment system, or equivalent business of Denmark's National bank whereby the credit institution will be able to send transfer orders through the system.

§ 51. Securities clearing firm must only run by clearing houses and Danmarks Nationalbank.


§ 52. The Board of Directors of a clearing house is responsible for the Center's activities are conducted in an appropriate and safe manner. It is the responsibility of the individual clearing house to lay down rules for clearing and settlement and ensure all concerned equal treatment. Conditions for clearing centralers payment settlement of Danmarks Nationalbank is not covered by the 2. PT.

(2). A clearinghouse may lay down detailed rules on the securities cleared, executed or cleared and settled in the Centre.

§ 53. A clearinghouse could lead cash accounts for clearing participants and organise the lending and borrowing of money and securities in connection with clearing, settlement or clearing and settlement of securities transactions. Detailed rules shall be laid down in a connection agreement, see. § 54.

(2). A clearinghouse can drive other activities that are ancillary to the company as a clearing house, including operation of a regulated market or as a central securities depository. If a clearinghouse operates a regulated market as an ancillary business, clearing Centre also drive a multilateral trading facility. The Danish financial supervisory authority may decide that the ancillary activities must be exercised in another company. If clearing Centre operates a regulated market as an ancillary activity, can a multilateral trading facility, however, always operated in the same company as the regulated market.

(3). If a clearinghouse operates a central securities depository, a regulated market or a multilateral trading facility as an ancillary business, find the requirements for the authorisation and operation of these types of businesses in this law shall apply. By an ancillary operation of a multilateral trading facility, see requirements for the authorisation and operation of this type of company in the financial business Act also apply. '

Chapter 16

Connecting to a clearinghouse

§ 54. A clearing participant shall enter into a connection agreement with the clearing centre. The connection can be carried out in order to clear and settle their own, third party or own and third parties ' transactions with securities.

(2). Securities traders, credit institutions and investment firms which are authorised in another country within the European Union or in a country with which the community has entered into an agreement in the financial sphere, and as no exercising securities trading through a branch or the provision of services in this country, clearing houses, økonomistyrelsen, Denmark's National bank and the central banks in another country within the European Union or in a country which the community has entered into an agreement on financial matters, can clear and settle transactions on behalf of third parties.

(3). Securities traders, credit institutions and investment firms which are authorised in another country within the European Union or in a country with which the community has entered into an agreement on the financial area, have access to enter into the connection agreement with the clearing centre, provided that they fulfil the conditions laid down in paragraph 4. Clearing Centre can provide that others can gain access to enter into the connection agreement.

(4). Clearing Centre sets out the rules for connection as clearing participant, including the conditions in which the clearing participants must meet in order to participate in the clearing and settlement of their own, third party or own and third party transactions.

(5). If a clearing participant grossly or repeatedly infringes the terms of connection, clearing Center remove connection agreement.

Chapter 17

Hedging

§ 55. Provide a clearinghouse or clearing participant loans to a clearing participant in connection with the settlement of transactions in securities or payments in clearing centre, it can be agreed in advance with the borrower, that of the borrower's stock assets, stored in one or more of the borrower designated depots in a central securities depository, may serve to mortgages for redemption of the loan.

(2). Providing a registered payment system or a participant in such a system, loans to a participant or an indirect participant in the system in connection with the settlement of payments in the system, it can be agreed in advance with the borrower, that of the borrower's stock assets, stored in one or more of the borrower designated depots in a central securities depository, may serve to mortgages for redemption of the loan.

(3). If securities clearing company are exercised or a payment system operated by Danmarks Nationalbank and securities clearing company, the payment system or a participant in the securities clearing company or payment system providing loans to a participant or an indirect participant in connection with the dismantling of the system, it can be agreed in advance with the borrower, that of the borrower's stock assets, stored in one or more of the borrower designated depots in a central securities depository, may serve to mortgages for redemption of the loan.

(4). Paragraph 3 shall apply mutatis mutandis where a clearing house or a payment system that is notified to the Commission pursuant to article 10 1. subparagraph, of the European Parliament and Council Directive 98/26/EC (finality directive), executes payments of accounts of Danmarks Nationalbank. It is a condition that the agreement on mortgaging is governed by Danish law.

(5). In cases where the granting of loans in connection with the settlement of securities and payments systems, where lending is not covered by paragraphs 1 to 4, the FSA can approve it beforehand can be agreed with the borrower, that of the borrower's stock assets, stored in one or more of the borrower designated depots in a central securities depository, may serve to mortgages for redemption of the loan. It is a condition of approval, the agreement of pledge is regulated by Danish law.

(6). Is any agreement as referred to in paragraphs 1 to 5 are registered in a central securities depository, and be granted loans for the use of settlement, which related to the conduct of property in the relevant fund assets shall be notified, without prejudice. paragraphs 1 to 5, in the face of the central securities depository for the purpose of registration. Only by such a registration obtained protection against prosecution and successors according to the rules laid down in Chapter 22.

(7). Have a clearing house or a clearing participant paid for someone else's acquisition of Fund assets, which are settled through a clearing house, a central securities depository for the safety of the payer's claim against the assignee registered mortgage on the part of the acquired Fund assets, which, at the same time, recorded at purchaser's account in the central securities depository, and which is not in agreement with the payer is further overdraget by sale settled at the same time as the acquisition. At registration of lien obtained protection against prosecution and successors according to the rules laid down in Chapter 22.

(8). The Danish financial supervisory authority shall lay down detailed rules on the time limits within which a lender by notice must maintain it in accordance with paragraphs 6 and 7 pending liens. Registration of lien will be deleted without notification pursuant to section 68, if the Court is not maintained by the deadline. A central securities depository may, in exceptional cases, postpone it in 2. paragraph stipulated, including by operational disruptions or where Danmarks Nationalbank has announced that the Danish National Bank payments systems are inoperative as a result of technical problems.

section 56. Fund assets, which registered mortgage pursuant to section 55, paragraph 6 or 7, may, if there is entered into a prior agreement to that effect, or if the deal is signed between a securities dealer and a securities dealer or an institutional investor or an equivalent professional investor, realized immediately after the end of the of the Danish financial supervisory authority under section 55, paragraph 8, deadline, provided that the borrower has not previously has fulfilled its obligations. The in 1. period referred to in clause may be waived by agreement between the parties, where the mortgage is registered pursuant to section 55, paragraph 6 or 7.

(2). Securities pledged as security against a clearing house or a clearing participant to meet clearing centre rules on collateral, can be realized immediately, if entered into a prior agreement to that effect, and there has been a breach of the clearing Centre's rules on collateral.

Chapter 18

Payment systems, netting, etc.

§ 57. An agreement between two or more parties that all pending claims related to a clearing Central's exercise of the securities clearing business, see. section 50, paragraph 4, or connection to the clearing of payments carried out by Denmark's National bank or a registered payment system, must be netted, with legal effect against the estate and creditors also contain a provision that the relevant claims must be netted, cleared and settled back in their entirety, or if one of the parties is declared bankrupt or declared bankruptcy or compulsory composition proceedings are opened.

(2). Netting agreements with foreign clearing houses and settlement systems that are notified to the Commission pursuant to article 10 1. subparagraph, of the European Parliament and Council Directive 98/26/EC has the same effect as the agreements referred to in paragraph 1.

(3). The FSA can approve that a netting agreement with foreign clearing houses and settlement systems or equivalent foreign firms engaged in securities clearing firm or the clearing of payments outside the European Union or countries with which the Union has entered into an agreement with, shall take effect in accordance with paragraph 1.


(4). Any agreement as referred to in paragraph 1 must, in order to have legal effect against the estate and creditors before the bankruptcy, the notification of cessation of payments or opening of a compulsory composition be submitted to the FSA. If the agreement relates to a registered payment system subject to section 86, paragraph 2, should the agreement in order to have legal effect against the estate and creditors before the bankruptcy, the notification of cessation of payments or the opening of a compulsory composition be submitted to Danmarks Nationalbank.

(5). Agreements in accordance with paragraphs 1 and 3 should contain the objective conditions for, in which case pending, but still did not meet the claims either





1) met in accordance with nettingaftalen or

2) reversed in their entirety.





§ 57 a. FSA can register a payment system, if the system is subject to Danish law and a participant has its headquarters in Denmark with the effect of netting agreements and collateral agreements relating to the settlement of payments shall take effect in accordance with the provisions of section 57 (1) of the basic regulation. However, § 57 (4), as well as the provisions of section 57 (b), paragraphs 1 and 2. Participants in the payment system must be credit institutions as defined in article 1, first indent, of Directive 77/780/EEC, investment firms as defined in article 1, no. 2 of Directive 93/22/EEC, public authorities or others who after FSA assessment have major importance for payment settlement. Indirect participants in the payment system must be credit institutions as defined in article 1, first indent, of Directive 77/780/EEC.

(2). The Danish financial supervisory authority must ensure that the system and the participants existing rules and connection agreements contain provisions for





1) that the system is subject to Danish law,

2) who can be direct participants in the system,

3) who may be indirect participants in the system,

4) the conditions under which the participants may represent the indirect participant,

5) what are the requirements for securities and collateral system provides in order to ensure the phasing-out of the system,

6) the matters referred to in section 57 c as well as

7) terms in any agreements, as the system has concluded with a settlement agent or a clearing house within the meaning of European Parliament and Council Directive 98/26/EC, article 2 (d) and (e).





(3). The FSA can provide a registered payment system cold cuts about to change the rules issued in accordance with paragraph 2 and the connection agreements.

(4). The Danish financial supervisory authority may lay down requirements for a registered payment system's capital base, requirements management, see. § 9, demands for revision and elaboration of business plans, business processes as well as sufficient control and security measures, including on electronic data processing.

(5). The system must notify the financial supervisory authority, who participate directly or indirectly in the system, as well as any amendments thereto.

(6). The Danish financial supervisory authority may require registration in accordance with paragraph 1 of payment systems, where the essential terms of payment the liquidation or societal reasons, moreover, indicates this.

(7). Powers in accordance with paragraphs 1 to 6 shall be exercised by Danmarks Nationalbank, when there is talk about a payment system subject to section 86, paragraph 2.

§ 57 b. outlines, which lodged against Denmark's National bank, a clearinghouse, a registered payment system or participants in such systems cannot be annulled after the Bankruptcy Act section 70 (1) or section 72, paragraph 2. Marriage annulment can be done, provided that





1) security is not made without undue delay following the lack of security has occurred, or

2) the security has been lodged under such circumstances that it did not appear as ordinary.





(2). Is a security as referred to in paragraph 1 manufactured in the form of securities or account balances, security can be realized immediately, if a prior agreement to this effect has been concluded and the participant not previously has fulfilled its obligations to Denmark's National bank, a clearinghouse or a registered payment system or to the satisfaction of the participants in such systems.

(3). Paragraphs 1 and 2 shall apply mutatis mutandis to securities lodged in connection with clearing houses and settlement systems that are notified to the Commission pursuant to article 10 1. subparagraph, of the European Parliament and Council Directive 98/26/EC, if the security has been lodged in accordance with the clearing centre or payment system's rules. Similarly, security in the face of central banks in their capacity as central banks in The European Union or in countries which have entered into an agreement with the Union.

(4). The FSA can approve agreements concluded with foreign collateral clearing houses or payment systems or equivalent foreign firms engaged in securities clearing firm or the clearing of payments outside the European Union or countries with which the Union has entered into an agreement with the effect of collateral in accordance with such an agreement covered by paragraphs 1 and 2.

section 57 c. applicable rules and connection agreements for a clearinghouse, a registered payment system or for similar activities carried out by Denmark's National bank shall provide for,





1) when a transfer order shall be deemed entered into in the system as well as

2) the time or times for, when a transfer order that is entered into the system, can no longer be revoked by a participant or a third party.





paragraph 57 (d). The Danish financial supervisory authority shall draw up a list of the payment systems and clearing houses, which can be entered into agreements with legal effect in accordance with the provisions of section 57 (1) and section 57 (b), paragraphs 1 and 2. The list shall be published by means of a notice.

(2). The FSA reviewed the paragraph 1 encompassed the clearing houses and payment systems and payment and securities clearing systems operated by Danmarks Nationalbank, to the Commission, in accordance with article 3. European Parliament and Council Directive 98/26/EC, article 10.

(3). If a participant in a clearing house or a system of payments covered by paragraph 2 declares bankruptcy, or bankruptcy court handed down by the bankruptcy or compulsory composition opens debate for such a participant gives the Probate Court shall immediately inform the FSA. The Danish financial supervisory authority shall forward without delay this message to the other countries of the European Union as well as countries with which the community has entered into an agreement with, see. European Parliament and Council Directive 98/26/EC, article 6, paragraph 3.

section 57 e. If a participant in a clearinghouse, a registered payment system or equivalent business of Denmark's National bank goes bankrupt, declares bankruptcy, that opens a compulsory composition proceedings or other form of insolvency proceedings, as defined in European Parliament and Council Directive 98/26/EC, article 2, point (j), the rights and obligations arising from, or connected with the person's participation in the system , determined in accordance with the law, as the system is subject to. Similarly for Danish participants in foreign clearing houses and settlement systems that are notified to the Commission pursuant to article 10 1. subparagraph, of the European Parliament and Council Directive 98/26/EC.

Chapter 18 (a)

Financial collateral arrangements and netting, etc.

§ 58. The provisions of this chapter shall apply to financial collateral arrangements and on securities, when these are made. A security is considered made when the relevant precautionary measure is carried out.

(2). § § 58 h and 58 in the finder shall apply, regardless of whether an agreement on closeout or continuous netting is concluded as part of a financial collateral arrangement.

section 58 (a). in the case of a financial collateral arrangement shall mean an agreement between the parties within the scope of § 58 (b) collateral for financial obligations referred to in article 6. paragraph 58 (e), in the form of securities within the scope of § 58 such collateral shall mean transfer of ownership for security as well as pledge.

(2). A financial collateral arrangement shall be covered by this chapter to be in writing or to be able to be proved otherwise, which legally can be treated thus.

paragraph 58 (b). A party to a financial collateral arrangement can only be the following:





1) a public authority, not, however, publicly guaranteed undertakings unless they fall under nr. 2-6, including





(a)) public bodies of the European Union member countries as well as countries with which the community has entered into an agreement on the financial area, who are responsible for or involved in the management of public debt,

b) public bodies of the European Union member countries as well as countries with which the community has entered into an agreement in the financial sphere, which is authorized to lead accounts for customers.





2) A central bank, the European Central bank, the bank for international settlements, a multilateral development bank as defined in article 1, no. 19 of Directive 2000/12/EC, The International Monetary Fund and the European investment bank.

3) a financial institution which is subject to supervision, including





a) a credit institution as defined in article 1, no. of Directive 2000/12/EC, including the institutions listed in article 2, paragraph 3,


(b)) an investment firm as defined in article 1, no. 2 of Directive 93/22/EEC,

c) a financial institution as defined in article 1, no. (5) of Directive 2000/12/EC,

d) an insurance undertaking as defined in article 1(a) of Directive 92/49/EEC and an insurance undertaking as defined in article 1(a) of Directive 92/96/EEC,

e) an undertaking for collective investment in transferable securities as defined in article 1 (2) of Directive 85/611/EEC or

(f)), an investment management company as defined in article 1 (a), no. 2 of Directive 85/611/EEC.





4) a central counterparty, a settlement agent or a clearing house within the meaning of article 2, point (c), (d) and (e) of Directive 98/26/EC, including similar institutions regulated under national law acting in the market for futures, options and derivatives, in so far as they are not covered by that directive.

5) A legal person who is acting in his capacity as trustee or agent on behalf of one or more persons, including the holders of bonds or other types of debt securities, or for institutions as defined in point 1. 1-4.

6) A legal person not covered by nr. 1-5, including non-registered firms and partnerships, and sole proprietorships.





paragraph 58 (c). the provisions of this chapter shall apply to financial collateral arrangements which provide for





1) netting in the final settlement and continuous netting, see. § § 58 h and 58 in,

2) realisation of securities regulation. paragraph 58 (j),

3) supplementary collateral, see. paragraph 58 (l),

4) substitutionsret of the basic regulation. § 58 m, or

5) right of use, see. paragraph 58 (g).





section 58 d. Realisation in accordance with § 58 (j) (1), or valuation of securities or claims to offset or appropriated under section 58 g, § 58 h, § 58 j, paragraphs 2 to 4, and § 58 k, must be on commercially reasonable terms.

§ 58 e. it should be apparent from a financial collateral arrangement, which of the parties or third parties ' existing or future, actual, contingent or prospective financial obligations agreement covers.

(2). By financial obligations shall mean obligations which gives security gardens right to cash settlement or delivery of securities.

(3). Are both parties of an agreement on financial guarantees within the scope of § 58 (b) (iii). 6, shall be considered as only receivables arising from trading in currency and securities trading on commodity exchanges, as well as deposits and loans of financial obligations.

(4). Is only one or none of the parties in an agreement netting under section 58 (h) subject to section 58 (b), shall be considered as only receivables arising from trading currencies and securities for financial obligations.

§ 58 such collateral under a financial collateral arrangement may only consist of cash, which means money credited to an account, or securities subject to section 2, paragraph 1, no. 1-3.

(2). A collateral provider's own shares, shares in security affiliated undertakings, within the meaning of Directive 83/349/EEC, and shares in companies which sole purpose is to own means of production that are essential for the collateral provider's business, security cannot be used as collateral under a financial collateral arrangement. The same applies to shares in companies, the purpose of which is to own real estate for use by shareholders.

(3). Cash accounts, which cannot be the subject of prosecution, can not be used as collateral under a financial collateral arrangement or be subject to closeout.

(4). At the corresponding security means an amount of a similar size and in the same currency as the original security, if this is made in the form of cash or securities that are identical to the original security, if this is made in the form of securities.

(5). It can in a financial collateral arrangement provides that an equivalent collateral may consist of another currency or other securities that have a value that corresponds to the value of the originally asked securities at the time when the corresponding security made or delivered.

§ 58 g. A financial collateral arrangement in the form of pledge can provide for rights of use. At the agreed usage rights can back gardens in accordance with the terms of a financial collateral arrangement handing received securities or some such to third parties to own or security.

(2). Collateral taker has exercised a right of use in accordance with paragraph 1, shall return the collateral taker a corresponding safety at the latest at the time the or the secured claims due. The security certificates are considered manufactured in accordance with the agreement on financial collateral arrangement at the same time as the original security.

(3). Restitution in accordance with paragraph 2 can only be annulled if the conditions in paragraph 74 of the Bankruptcy Act are met.

(4). Restitution in accordance with paragraph 1. point, can be omitted, to the extent that the security value in accordance with the terms of the security financial collateral to offset with the secured financial commitments or be the subject of final settlement, with the claim on the return shall be deemed to have arisen at the time when the original collateral was provided.

§ 58 h. an agreement with legal effects for third parties can see. However, paragraphs 3 to 6 shall contain the provision that the agreement included the financial obligations referred to in article 6. paragraph 58 (e), netted in the final settlement, if one of the parties breaches the agreement, including that which shall come to pass, if a party netting taken during insolvency proceedings, or that will be made to the attachment of a receivable subject to final settlement provision. By insolvency proceedings for the purposes of bankruptcy, with creditors negotiation, receivership, insolvency estate probate, debt settlement as well as other Danish and foreign types of winding-up and reorganisation measures justified by the debtor's insolvency, as defined in article 2 (3). 1 (j) and (k) of Directive 2002/47/EC.

(2). It can with effect for the estate and creditors agreed that in the event of a default occurring, without prejudice. paragraph 1, closeout only when the non-defaulting party gives notice to the defaulting party. In cases where the defaulting party is taken during the proceedings, the party may, however, require that the final settlement to be implemented in such a way that the Parties shall be treated as if final settlement had taken place without undue delay after the time when the non-defaulting party knew or ought to know, that the defaulting party was subject to the insolvency proceedings.

(3). A claim covered by the Bankruptcy Act, section 16 (1), (3). paragraph, may be included in a final settlement in accordance with paragraph 1, unless the non-defaulting party knew or ought to know that the suspension of payments was declared, when the claim arose.

(4). A of paragraph 1 subject to final settlement, implemented after the defaulting party is declared bankrupt, may include claims arising before the date on which the non defaulting party knew or ought to know the circumstances, who established the deadline day, see. the Bankruptcy Act § 1. Claims arising after the end of the day, where the bankruptcy was announced in the Official Gazette, however, may not be included in a final settlement.

(5). A claim that is subject to the provisions of the Bankruptcy Act section 42 (3) and (4) may be included in a final settlement in accordance with paragraph 1, unless the non-defaulting party knew or ought to know, that the defaulting party was insolvent when the debt on this was acquired, respectively, occurred.

(6). Final settlement in accordance with paragraph 1 may only be annulled after the Bankruptcy Act § 69, if final settlement included claims, which could not have been part of an agreed final settlement in the event of bankruptcy, see. paragraphs 4 and 5.

(7). The provisions of section 58 (a), paragraph 2, § 58 d, § 58 and § 58 (e), (f), paragraph 3, shall apply mutatis mutandis to an agreement on the final settlement, which is not part of a financial collateral arrangement.

§ 58. An agreement having legal effect for third parties can provide for all the eligible claims arising from trading currencies and securities netted continuously by agreed settlement. The provisions of § 58 h, paragraphs 3 to 6 shall apply mutatis mutandis to agreements about ongoing netting.

§ 58 j. A financial collateral arrangement may provide for the collateral taker in cases of defaults can immediately realize the security. Straksrealisation subject to the terms of the agreement can be





1) without prior approval from government authorities or others,

2) without prior notice to the guarantor and

3) without the use of a particular method.





(2). By financial collateral in the form of transfer of ownership is effected by the realisation that the security value to offset the secured obligations.

(3). Collateral in the form of cash going on the realisation by the Security's value to offset or is used to pay back the secured obligations.


(4). By financial collateral in the form of pledge realization happens in case of sale of the security. If it is apparent from the agreement on financial collateral arrangements, can be effected by the realisation that the collateral taker to acquire securities, provided that the agreement laid down principles for valuation of securities regulation. However, section 58 (d).

§ 58 k. A financial collateral arrangement in the form of transfer of ownership in relation to perfection and realisation has effect in accordance with its terms.

(2). If there is a failure before the collateral taker have fulfilled any obligation to transfer equivalent collateral, the obligation may be the subject of netting in the final settlement, see. § 58 (h), if this is shown by the agreement.

§ 58 l. A financial collateral arrangement may contain provision to the effect that the parties are obliged to provide security or additional security for changes in the value of securities or financial obligations covered by the agreement, if the changes occurred after the conclusion of the agreement and due to market-driven conditions.

(2). If the security lodged in accordance with paragraph 1 is made without undue delay after that requirement on security could be claimed under the agreement, security can not be annulled after the Bankruptcy Act section 70 or section 72. Annulment under the conditions set out in section 72 of the Bankruptcy Act may, however, happen, if the security is not practical, having regard to the circumstances emerged as extraordinary.

§ 58 m. collateral provider may, in agreement with the collateral taker substitutable for a secured with another security, which essentially has the same value.

(2). If a substitute security covered by paragraph 1 is made, at the latest at the same time as collateral provider again got the availability of the substituted security, can only be annulled if the substitute security the substituted security was voidable.

Chapter 18 (b)

Property law choice of law

§ 58 n. Is a security registered in an account shall be referred to in paragraph 2, any questions regarding the security in accordance with the law of the country where the account is transferred. By the law of the country where the account is implemented, understood this law apart from conflict-of-laws rules.

(2). The question, which is determined in accordance with the legislation referred to in paragraph 1 is





1) the legal nature of security in securities and the property aspects related thereto,

2) requirements with regard to securing an agreement on financial security against third parties and the requirements with regard to the measures which are necessary in order that such an agreement may be relied on as against third parties,

3) whether a person's title to or right in a security in securities must give way to or after a competing title or privilege, including the existence of ekstinktiv acquisition, as well as

4) what measures are needed to realize a security in the form of securities, when there has been a default reason.





Title IV

Registration

Chapter 19

Issue and registration of dematerialised securities

section 59. Securities may be issued and transferred in dematerialised form (be processed through book entry).

(2). By fund assets for the purposes of this law of negotiable book-entry securities, which are registered in a central securities depository.

(3). Registration means the issue of Fund's assets through a central securities depository and registration of rights over these in a register in the central securities depository. A single symbol can only be issued through the depository.

(4). A securities Central's Board of Directors can decide to securities other than those of paragraph 2 included the securities may also be registered as fund assets in that central securities depository.

(5). By the Registrar for the purposes of regular activities consisting in registering the Fund assets. The Danish financial supervisory authority shall decide in cases of doubt, the existence of the registration business.

(6). Rules of a securities Central's shall be specified in the company's articles of Association, which shall be approved by the FSA.

Chapter 20

Registration company

section 60. A securities Central's Board of Directors is responsible for the Center's activities are conducted in a safe and appropriate manner. It is the responsibility of the individual central securities depository to lay down rules on the registration of securities which fund assets and about which securities can be recorded to the registration in the Centre as the Fund assets. These rules must ensure all concerned an equal treatment and must be approved by the FSA.

(2). A central securities depository may not supply information concerning the registered to anyone other than the Danish financial supervisory authority or after chapter 21 affiliated companies.

(3). The Minister for economic and business affairs may determine that a central securities depository in a defined extent must supply information about the registered to a public authority, including Denmark's National bank.

(4). A Board of Directors, accountants and securities Central's directors and other employees may not unduly reveal what they learn in the course of their positions or duties have been given the knowledge of.

section 61. A central securities depository can drive other activities that are ancillary to the company as a central securities depository, including operation of a regulated market or as a clearinghouse.

(2). If a central securities depository operates a regulated market as an ancillary activity, can also operate a central securities depository multilateral trading facility. The Danish financial supervisory authority may decide that the ancillary activities must be exercised in another company. If the CSD operates a regulated market as an ancillary activity, can a multilateral trading facility, however, always operated in the same company as the regulated market.

(3). If a central securities depository operates a clearinghouse, a regulated market or a multilateral trading facility as an ancillary business, find the requirements for the authorisation and operation of these types of businesses in this law shall apply. By an ancillary operation of a multilateral trading facility, see the requirements for the authorisation and operation of this type of company in the financial business Act also apply.

Chapter 21

Connection to a central securities depository

§ 62. The right to make reporting to registration with a central securities depository on behalf of and with legal effect within the meaning of §§ 66-75 (custodian departments) shall be vested, in addition to the concerned central securities depository





1) financial establishments authorized as a credit institution or stockbroking company,

2) financial establishments authorized as a mortgage lender or investment management company, in so far as those undertakings are authorized after the financial business Act, section 9, paragraph 1,

3) enterprises, which is operated jointly by these financial undertakings, and which aims to manage securities,

4) Denmark's National bank and the central banks in another country within the European Union or in a country with which the community has entered into an agreement on financial matters,

5) Economy Agency,

6) clearing houses and

7) bond-issuing institutions, in respect of the Fund's assets, issued by the institution concerned.

8) investment firms and credit institutions authorised in another country within the European Union or in a country with which the community has entered into an agreement on the financial area.





(2). Management company authorised in another country within the European Union or in a country with which the community has entered into an agreement on financial matters, have the right to make reporting to registration, in accordance with article 3. (1) if the company legally engaged in securities trading, either through a branch or by providing services in this country, without prejudice. financial business Act section 30 section 31 respectively.

(3). Credit institutions and investment firms which are authorised in a country outside the European Union, which the community has not concluded an agreement with in the financial field, has the right to make reporting to registration, in accordance with article 3. (1) if the company legally engaged in securities trading, either through a branch or by providing services in this country, without prejudice. the financial business Act, § 1, paragraph 3, respectively, § 33.

(4). Foreign clearing houses or similar institutions, which are under official supervision, in accordance with the Danish financial supervisory authority authorisation has the right to make reporting to registration, in accordance with article 3. (1).

(5). The right to obtain information about its own accounts directly in a central securities depository and transfer messages on sale through the central securities depository of the custodian departments or a clearinghouse as well as make reviews about registration on own accounts directly to a central securities depository is for large customers.

section 63. Foreign central securities depositories and depot sites which are under official supervision (international exchanges), and Danish central securities depositories can after FSA approval make reporting to registration with a central securities depository on behalf of and with legal effect within the meaning of §§ 66-75.

(2). A central securities depository may, in accordance with the FSA approval make registrations in foreign exchanges and in the Danish central securities depositories.


section 64. Custodian departments, see. § 62, paragraphs 1 to 4, shall conclude a connection agreement with a central securities depository as a condition for their access to report for registration in that central.

(2). The section 62, paragraph 5, included large customers must enter into a connection agreement with a central securities depository as a condition for their access to obtain information about their own accounts, upload messages about sale and make reviews about registrations on their own accounts directly in the concerned central.

(3). A central securities depository may, after obtaining the FSA authorisation, conclude a connection agreement with a credit institution or an investment firm as referred to in section 62, paragraph 3, are not engaged in securities trading, either through a branch or by providing services in this country, without prejudice. the financial business Act, § 1, paragraph 3, respectively, § 33.

(4). In the event of a bankruptcy, receivership or similar in a company covered by paragraphs 1 and 3 of cessation in the same pieces mentioned the connection agreement with immediate effect and, consequently, the right to carry out reporting to registration with a central securities depository. Unless otherwise agreed, the CSD, then please report no takes over to registration on affected accounts for a period of not more than 4 months, after which the account holder's records are transferred to the account of the individual issuer. The Danish financial supervisory authority may lay down detailed rules concerning the procedure in connection with the termination of a connection agreement as mentioned in 1. section as well as in connection with the transfer of an account holder records to account with the issuer as mentioned in 2. PT.

section 65. FSA sets out rules on the basis of and the procedure for registration, and on the approval of persons as employees in a central securities depository or custodian Department can carry out the registration process related tasks.

(2). The Danish financial supervisory authority may lay down detailed rules for registration of limited rights over the Fund assets as well as rules about CSDs or custodian departments ' access to charge any fees for the management of the Fund's assets and for registrations relating to these.

Chapter 22

Legal effects of registration, etc.

§ 66. Rights over the Fund assets must be registered in a central securities depository in order to achieve protection against prosecution and successors.

(2). The agreement or legal proceedings, there must be able to displace a non registered right, must be registered, and an acquirer according to agreement must be in good faith by the notification to the custodian Department.

(3). Effects of the registration shall be counted from the time of the final review in the central securities depository.

(4). A custodian Department has a duty to report without delay to the notifications received for registration in a central securities depository.

section 67. If the custodian Department is in doubt with regard to the actual or legal circumstances of significance for the registration or someone over for this argues that the proposed registration would violate his or her rights, an institution must carry out reporting for provisional registration. The concerned central securities depository shall hereinafter decision on how the final registration can take place.

section 68. Notification of registration to the person or after register eligible and the notifier. Notification about possible obstacles to registration. By extraction, modification or extinction, as far as possible be given notice to the following register eligible.

(2). Notice must be given by or on behalf of the central securities depository of the custodian Department, with the agreement of the central securities depository.

(3). The following register eligible and reviewers may, in accordance with the rules of the securities Centre, which must be approved by the Danish financial supervisory authority, choose to have messages about extraction or modification to be given periodically, and can also opt out notices thereof in whole or in part. The same applies to messages about annihilation, unless destruction is a result of the bankruptcy, liquidation, merger, demerger or similar unforeseen events at the time of the investment. Choice and opt-out shall be recorded on the individual account.

(4). A central securities depository may, at the request of the custodian Department may decide not to broadcast messages about changes in the registered when the information previously accessed the rightholder.

(5). The giving of notice in accordance with paragraphs 1 to 4 shall be made in accordance with a securities Central's rules to that effect. These rules must be approved by the FSA.

section 69. When the registration of an agreement on the rights of the Fund assets is finally implemented in a central securities depository, a gullible acquires according to registered agreement did not meet with any objection to the validity of the agreement. However, the objection is maintained, that the agreement is null and void as a result of fraudulent or violent coercion.

section 70. sections 15-18 of the law on promissory notes shall apply mutatis mutandis to the satisfaction of the debtor according to the Fund's assets, which corresponds to promissory, so that permanent registration in a central securities depository in lieu of furnishing of debt letter.

§ 71. A central securities depository shall lay down rules for payment.

(2). Pays a central securities depository on behalf of the issuer in good faith for it, which, according to the register are entitled to receive the payment, freeing up the central securities depository, if the person lacked the right to receive the payment or was legally incompetent. However, this does not apply if, after register eligible support his right to a fair agreement that is invalid as a result of fraudulent or violent coercion.

section 72. Transfer title to a Fund's asset can by the seller, when this is a custodian Department, be made conditional upon the purchase price payment within a further time limit specified by the FSA. Payment the reservation will lapse without sending notice under section 68 if the transferor does not make his reservations in force before the end of the in 1. item period referred to.

(2). If account holder leads the account on behalf of one or more owners, this must be registered on the account.

section 73. Claim for payment in accordance with the Fund's assets shall become statute-barred after the common law rules.

§ 74. If the custodian Department becomes aware of errors in the data subject requests the concerned central securities depository to amend the registration. Before that change is made, the person or after register eligible given the opportunity to express their views.

§ 75. A central securities depository may wipe out rights, which apparently has ceased.

(2). If on an account with a central securities depository is registered rights, likely to have lost their meaning, or rights, which are over 20 years old, and which probably has ceased, or which in all likelihood does not exist any legitimate, that central securities depository by means of a notice in the Gazette of a notice of three months convene possible holders of those rights. In addition, the or the, which in the register is specified as eligible, designated shall be informed by registered letter. Joins there is no before the deadline expires, the deposit system wipe out privilege.

(3). The Danish financial supervisory authority may lay down rules for implementing paragraph 2.

Chapter 23

Account transcripts

§ 76. Be the subject of periodic bank statements to owners of stock assets. The bank statement indicates the Fund assets in respect of which the person is registered as owners on the date of the printout. Equivalent shall be made prints for holders of limited rights over registered Fund assets.

(2). On any account to be registered, the custodian Department. The custodian Department has access to the respective securities Central's behalf to make printouts of the account. Transcripts should be made out to register eligible, if this one by request.

(3). The Danish financial supervisory authority shall lay down detailed rules on the preparation of bank statements in accordance with paragraph 1 and whether account printout content.

Chapter 24

Complaint and compensation

§ 77. Appeal against a decision on registration, modification or extinction of the rights in a central securities depository may be brought before the Board of appeal for central securities depositories. However, this does not apply to claims for damages.

(2). The Board of appeal shall be chaired by one or more persons appointed by the Minister for economic and business affairs, and which must comply with the requirements for appointment as a judge. The Minister for economic and Business Affairs also appoints delegates.

(3). Complaint in accordance with paragraph 1 shall be submitted to the Board no later than 6 weeks after the date of registration in the central securities depository is in question happened. The Board of appeal has to use for the complaint treatment access to all information relating to the matter in the central securities depository and the custodian Department. The Board of appeal shall take a reasoned decision which shall be sent to the parties.

(4). The Board of appeal may in special cases deal with complaints submitted after the expiry of the appeal period provided for in paragraph 3.

(5). The Board of appeal may reject that deal with complaints deemed manifestly unfounded.

(6). The Board of appeal is in his business independent of instructions on the individual case processing and decision.

(7). The detailed rules for the Board of appeal shall be specified by the FSA. Rules may be laid down for payment of the fee for appeal proceedings and on the publication of decisions of the Board of appeal.

§ 78. A complaint under section 77 may be submitted by






1) anyone who has a reasonable interest therein,

2) a custodian Department, if it will challenge a securities Central's decision pursuant to § § 67, 74 and 75, and

3) a central securities depository, if it wants to challenge a custodian institution reporting to registration.





§ 79. The decisions of the Board may, not later than 2 weeks after the decision is communicated to the person concerned, be brought before the Østre Landsret. The referral is made by the filing of the notice of appeal to the Board of appeal. The rules on kæremål in civil procedure mutatis tillempelser apply to the referral and treatment by the Court.

(2). Cases after §§ 77 and 78 may be brought before the Board of appeal, can only be brought before the courts in accordance with paragraph 1.

(3). High Court decisions can not be appealed. Procesbevillingsnævnet may, however, authorise the ladies and to the Supreme Court if the appeal concerns the question of fundamental nature. Code of civil procedure § 392, paragraph 2, shall apply mutatis mutandis.

section 80. A central securities depository shall be liable for any loss as a result of errors in connection with the registration, modification or extinction of the rights on accounts in that central securities depository or payouts from here, although the error is accidental. The error can be attributed to a custodian Department, however, this obligation is incumbent on this, see. § 81.

(2). The rightholder, who, as a result of the provision in § 69, 2. point, not acquires or loses his or her right of Fund assets, may require the loss suffered was replaced by the concerned central securities depository.

(3). Have the victim intentionally or negligently contributed to the error, the compensation can be reduced or eliminated.

(4). The total compensation in accordance with paragraph 1 for any loss as a result of the same error, can not exceed 500 million. us $.

§ 81. A custodian Department are liable for losses as a result of their own error reporting to registration, modification or extinction of the rights on accounts in a central securities depository or payouts from here, although the error is accidental.

(2). Have the victim intentionally or negligently contributed to the error, the compensation can be reduced or eliminated.

(3). The total compensation in accordance with paragraph 1 for any loss as a result of the same error, can not exceed 500 million. us $.

(4). Is a Danish custodian Department unable to untangle a compensation in accordance with paragraph 1, shall be liable to the other Danish custodian departments, which have entered into the connection agreement with the concerned central securities depository, for the missing amount up to 500 million. DKK per error.

(5). The Danish custodian departments must conclude an agreement among themselves on the allocation and payment of the amounts referred to in paragraph 4. The agreement must be approved by the FSA.

(6). Foreign custodian departments can join the scheme provided for in paragraphs 4 and 5.

section 82. A securities Central's total capital preparedness must at all times be at least 1 billion. USD in the form of liens.

(2). Custodian departments must know the connection agreement commit to in specifically to contribute to the securities Centre total capital preparedness.

(3). The detailed rules on liability in the face of a central securities depository shall be laid down in its statutes.

section 82 (a). The Minister of finance may, when the State acting as custodian Department, give warranty for claims in respect of defects registrations as referred to in section 81, paragraph 1, and of the State's contribution to a securities Central's total capital preparedness, see. section 82.

Title V

Senior Advisor and supervision, etc.

Chapter 25

Supervision, control, etc.

section 83. The Danish FSA shall ensure compliance with this law and the regulations issued pursuant to the Act, except section 12 (b), paragraphs 1 and 2.

(2). The Fund, the Council shall, in respect of the issuers of securities admitted to trading on a regulated market, checking that the rules governing financial information in annual reports and interim reports in the financial business Act §§ 183-193, Act on investment associations and special associations and other collective investment schemes, etc. § § 55-65 and law on operators of businesses reporting of financial statements, etc. (financial statements) are complied with. The Danish securities Council must also verify that the rules issued pursuant to section 196 of the financial business Act, Act on investment associations and special associations and other collective investment schemes, etc., section 68 and the preliminary law is complied with, like the Danish securities Council verifies compliance with the provisions of European Parliament and Council Regulation (EC) No 1782/2003. 1606/2002 of 19. July 2002 on the application of international accounting standards. The Danish securities Council exercising the powers conferred upon the Danish financial supervisory authority in accordance with the Danish financial business Act § 197, Act on investment associations and special associations and other collective investment schemes, etc. § 69, and the powers conferred on the Council in accordance with the Danish financial statements Act, section 159 (a). The FSA and the Danish Commerce and companies Agency acts as secretariat for the Danish securities Council and acting on behalf of the connection.

(3). The checks referred to in paragraph 2 also includes control of the rules for financial information in annual and interim reports from issuers from countries outside the European Union, which the community has not concluded an agreement with in the financial field, as these rules are laid down in the accounting legislation, those issuers covered by the basic regulation. § 27, paragraph 7. In carrying out such inspections may the Danish securities Council





1) provide guidance,

2) reprimand offences,

3) require that the error must be corrected, and that violations must be brought to an end, and

4) give orders amending a relationship, including ordering the publication of the amended or additional information.





(4). If deemed appropriate, may Fund the Council even publish that information, publish the order or suspend or delete the affected securities from trading on a regulated market.

(5). By the Fund Council's verification of compliance with the rules on financial information in annual reports and interim reports in accordance with paragraphs 2 to 4 have the Danish securities Council the powers conferred upon the Danish financial supervisory authority in section 87, paragraphs 1 to 3 and 6 of the basic regulation. However, section 83 (b) (3) and (4).

(6). The Danish financial supervisory authority can in special cases apply foreign assistance. The Danish securities Council may in special cases apply foreign aid in connection with the Council's control in accordance with paragraphs 2 to 4.

(7). § 346, paragraph 4, and section 356 of the financial business Act shall apply mutatis mutandis to the Danish FSA supervision according to this law.

(7). 2) FSA prepares annually a list of regulated markets for the fulfilment of article 47 of Directive 2004/39/EC on markets in financial instruments directive (MiFID).

(9). The Danish financial supervisory authority in cooperation with the Consumer Agency shall deliver annually to the Minister for economic and business affairs, a report of the status of the issue of the conduct of securities trading and on the experience gained with the application of the rules, see. § 3, paragraph 2.

Paragraph 10. Rules issued under section 18 (2). 4. Article 19, paragraph 1, article 21, paragraph 1, article 33, paragraph 5, article 40, paragraph 1, no. 1, 2 and 4, article 52, paragraphs 1 and 2, article 54, paragraph 4, and section 71, paragraph 1, as well as any amendments thereto, shall be reported to the FSA.

section 83 (a). The Danish financial supervisory authority may provide that the supervisory powers after





1) section 23 (2), section 23 (a), paragraphs 1 to 3 and 5, section 31, paragraph 4, article 44, paragraphs 2 and 5, and section 45 (1) and (2), and rules issued under section 23, paragraph 7 and 8, section 24, paragraph 2, article 29, paragraph 4, article 32, paragraph 4, article 43, paragraph 3, article 44, paragraph 6, article 45, paragraph 4, and section 46, paragraph 2, may be exercised on behalf of supervision by an operator of a regulated market, respectively, the company operating an alternative marketplace on defined conditions,

2) section 22, paragraph 1, and rules issued under section 22, paragraph 2, may be exercised on behalf of supervision by an operator of a regulated market, under defined conditions,

3) section 27 (a), paragraphs 1-3, section 27 (b), paragraph 2, section 28 (a), paragraph 5, and section 30 and rules issued under section 33, paragraph 5, may be exercised on behalf of supervision by an operator of a regulated market, under defined conditions,

4) § 83, paragraph 1, to ensure compliance with the provisions of article 29, paragraphs 1 and 2, section 31, paragraph 1, and section 32, paragraphs 1 and 3, may be exercised on behalf of supervision by an operator of a regulated market, respectively, the company which runs an alternative marketplace under defined conditions and

5) section 83, paragraph 1, to ensure compliance with the provisions of section 27, section 28 and section 33, paragraph 1, may be exercised on behalf of supervision by an operator of a regulated market, under defined conditions.





(2). An operator of a regulated market or a company, which operates an alternative marketplace, which has powers conferred pursuant to paragraph 1, may require payment for the performance of tasks arising from those powers.

(3). An operator of a regulated market or a company, which operates an alternative marketplace, which conferred powers under paragraph 1, shall meet the Cape 3-7 in the administrative procedure code and the law on open Government, when it takes a decision within the delegated areas, see. (1).

(4). The provisions of section 84 (a) (1) and (2) shall apply mutatis mutandis to operators of regulated markets, respectively, carriers which operate alternative marketplaces that have powers conferred pursuant to paragraph 1.


(5). The provisions of § 84 (b), paragraphs 1 and 2, nr. 5, 7 and 8, shall apply mutatis mutandis, to the extent that the operators of regulated markets, respectively, carriers which operate alternative marketplaces have powers conferred pursuant to paragraph 1.

(6). The Danish financial supervisory authority shall take a decision on the delegation by means of a notice in accordance with paragraph 1.

section 83 (b). in the case of control pursuant to § 83, paragraphs 2 and 3, it must be examined whether the rules for financial information are observed in selected financial information from annual reports and interim reports, they included issuers. Monitoring includes every year up to 20 per cent of the of section 83 (2) and (3), included the issuers. The relevant issuer shall be selected both from a risikomæssig account as at random.

(2). An investigation in accordance with paragraph 1 shall be initiated by a formal control of flagrant violations of the rules for financial information in the selected issuer annual reports and interim reports.

(3). If the formal inspection in accordance with paragraph 2 is good reason to believe that the financial information contains errors and omissions of significance to investors ' decision-making, obtains the Danish securities Council a statement by the company, its management, or its external auditors. If, after the Danish securities Council has obtained this statement still is good reason to believe that the financial information contains errors and omissions of significance to investors ' decision-making, obtains the Danish securities Council for more information from the company or its management, including audit minutes. The Danish securities Council may require an explanation or further information from the company or its management certified by the Auditor, and may fix a time limit for when the statement or information shall be the Danish securities Council not later.

(4). If that continues, after the Danish securities Council has carried out a formal inspection in accordance with paragraph 2 and obtained an explanation or further information in accordance with paragraph 3, have good reason to believe that the financial information contains errors and omissions of significance to investors ' decision-making, can Fund the Council undertake a more in-depth verification of the financial information.

(5). Notwithstanding the provisions of paragraphs 2 to 4, the Danish securities Council in cases where specific concrete facts gives a good reason to believe that the financial information contains errors and omissions of significance to investors ' decision-making, immediately launch a more in-depth verification of financial information from any issuer covered by section 83 (2) and (3).

(6). For the issuers of section 83, paragraphs 2 and 3, which are the subject of the financial business act or the Act on investment associations and special associations and other collective investment schemes, etc., can Fund the Council put in place a control that does not follow the provisions in paragraphs 2 to 5. The provisions of paragraphs 1 to 5 shall apply without prejudice to also not FSA option as part of its regular supervision to ensure conditions and carry out more in-depth studies that also includes accounting ratios at the in 1. item listed issuers. The Danish securities Council takes decisions in matters relating to financial information included as part of this oversight, and which relate to those issuers.

Chapter 26

Modalities of the Danish securities Council, confidentiality, etc.

section 84. The Minister for economic and business affairs reduces the Danish securities Council, which consists of 14 members. The Council shall be composed as follows:





1) A President with economic-commercial expertise.

2) A Vice-President with legal commercial expertise.

3) A member with theoretical accounting expertise.

4) A member with theoretical expertise in capital market conditions.

5) A member with economic financial acumen that set by Danmarks Nationalbank.

6) Two consumer representatives, as set by the Consumer Council and the Danish shareholders Association in the Association.

7) Two representatives of issuers of securities other than mortgage bonds, as set by the Danish Industry, the Danish Shipowners ' Association and HTS-Interest organization in association.

8) a representative of the mortgage bond issuers, as set by the Mortgage Council.

9) a representative of the securities trades, as set by the Finance Council and the Council of the Association Unit.

10) a representative of the securities trades, as set by the Brokerage Association.

11) a representative of the institutional investors, which are set by the Insurance Association of company pension funds, Pension &, arbejdsmarkedets tillægspension Lønmodtagernes dyrtidsfond and Association.

12) a representative of the Auditors, as set by the Association of Chartered Accountants.





(2). The Danish securities Council





1) take apart from section 3 (1) and section 86, paragraph 2, decisions on matters of principle in nature and in matters that have significant implications for higher education practitioners in the securities market,

2) advises the FSA in connection with its issue of rules and in relation to fundamental matters of good securities trading and cases of good securities trading, which have higher dramatic consequences for the securities market under section 3, and

3) assisting the FSA with its information activities.





(3). The Danish securities Council also checks whether the rules for financial information in annual reports and interim reports for issuers of securities admitted to trading on a regulated market, are complied with, see. section 83 (2) and (3) and to section 83 (b).

(4). The Minister for economic and Business Affairs appoints the members of the Council for up to 4 years at a time. Members can be re-designated.

(5). An alternate shall be appointed for each Member. By a member on the Member's behalf. the alternate participant decline For the Member to be set in accordance with paragraph 1, nr. 12, designated an additional 3 alternates. The Fund Council's President decides which of these additional alternates as appropriate to participate in each meeting.

(6). By the Council's treatment of cases of good securities trading, see. (2). 2, convened the Consumer Ombudsman to take part in the relevant agenda item. The Consumer Ombudsman has in matters of good securities trading the same powers as the Council members.

(7). section 84 (a) shall apply to the members and alternates by the Council. 1. paragraph shall not, however, in dealing with cases relating to the issue of the conduct of securities trading.

(8). The Council shall act by a simple majority. Event of a tie, the casting vote.

(9). The Danish securities Council shall adopt its own rules of procedure, which shall be approved by the Minister for economic and business affairs.

§ 84 a. FSA staff are under responsibility after Penal Code §§ 152-152 (e) obliged to keep secret all confidential information which they acquire their knowledge through supervisory activities. The same applies to persons performing service tasks as part of the FSA's operation, as well as experts acting on behalf of the Council or the Fund supervision. This shall also apply after the termination of employment or contract. The provisions of this paragraph shall also apply to employees in the Danish Commerce and companies Agency, in the course of secretarial function for the Danish securities Council, see. section 83 (2).

(2). Consent from the that secrecy is intended to protect, does not justify the FSA staff or experts acting or has acted in supervisory or Fund on behalf of the Council, to disclose confidential information.

(3). The provision in paragraph 1 shall not prevent the FSA or the Danish securities Council, of its own motion discloses confidential information in summary or aggregate form, when neither the individual joint-stock company governed by § 7 or other covered by this law or their customers can be identified.

(4). Confidential information may be divulged in civil or commercial proceedings, when a limited liability company governed by § 7 or other covered by this law is declared bankrupt, and provided that the information does not relate to customer relationships or third parties are or have been involved in attempts to rescue that company or other covered by this law.

(5). The provision in paragraph 1 of this article shall not prevent confidential information be disclosed to:





1) the Danish securities Council respectively, the FSA and The Financial Business Council.

2) Other public authorities, including the Prosecutor's Office and the police, in connection with the investigation and prosecution of offences covered by the Penal Code or regulatory legislation.

3) Concerned Ministers as part of his overall supervision.

4) Administrative authorities and courts, which deal with decisions taken by the FSA or the Danish securities Council.

5) stabiblity.

a Parliamentary Commission set up by 6) in the Folketing.

7) Investigative commissions established by law or pursuant to the law on investigative commissions.

8) the Folketing Standing Committee concerning a company's general economic conditions as part of the parliamentary control of the Administration, in the case of companies subject to section 7, paragraph 1, or any other subject of this law and these are in receivership or bankruptcy when the State guarantees or makes funds available for liquidation of the company.

9) State Auditors and national audit office.


10) the bankruptcy court and other authorities involved in the liquidation, bankruptcy or similar procedures, as well as persons responsible for carrying out statutory audits of the accounts of a company subject to section 7, paragraph 1, or for other covered by this law, provided that the recipients of information need it to perform their tasks.

11) Danmarks Nationalbank, foreign central banks, the European system of Central banks and of the European Central bank, provided that the information is necessary for them in their capacity as monetary authority or in the Bank's monitoring of payment systems.

12) an institution responsible for the clearing of securities or money, if it is necessary to ensure that the institution react duly on defaults or potential defaults on the market, in which the institution is responsible for clearance.

13) authorities in other countries within the European Union or in countries with which the community has entered into an agreement with supervising companies subject to section 7, paragraph 1, as well as other subject to this law.

14) authorities in other countries within the European Union or in countries with which the community has entered into an agreement with, which is responsible for the supervision of credit institutions, financial institutions, insurance companies or with capital markets and bodies involved in the liquidation, bankruptcy or similar procedures, as well as persons responsible for carrying out statutory audits of the accounts of a company subject to section 7, paragraph 1, or for other covered by this law , provided that the recipients of information need it to perform their tasks.

15) financial regulators in countries outside the European Union or outside the countries with which the community has entered into an agreement with, which is responsible for the supervision of financial companies, financial institutions or the capital markets, and bodies involved in the liquidation, bankruptcy or similar procedures, as well as persons responsible for carrying out statutory audits of the accounts of a company subject to section 7, paragraph 1, or for other covered by this law without prejudice to article. However, paragraphs 10 and 11.

16) the Danish Commerce and companies Agency in respect of information received as part of the Fund Council control under section 83 (2) and (3) and to section 83 (b) or information in cases relating to FSA approval of prospectuses pursuant to § 23 and in cases relating to FSA monitoring information obligation referred to in section 27, when these data are important for the Danish Commerce and companies agency financial control on behalf of the Danish securities Council without prejudice to article. section 83 (2).

17) Accountant supervision and Disciplinary Board for Chartered and Registered Accountants to the performance of their tasks.





(6). The provision in paragraph 1 of this article shall not prevent confidential information disclosed to an operator of a regulated market, which has been authorized under section 8, or a company which runs an alternative marketplace, see. section 7 (a), paragraph 2, when





1) it happens to address or examine whether there are misused inside information or engaged in market manipulation pursuant to the provisions of Chapter 10 or

2) also happens to address or examine whether trade and price formation in the regulated market or the alternative marketplace takes place in a fair and transparent manner.





(7). All that, in accordance with paragraph 4-6 receiving confidential information from the FSA or the Danish securities Council, with regard to this information, subject to the obligation of professional secrecy referred to in paragraph 1.

(8). Confidential information, as the FSA or the Danish securities Council receives may be used only in connection with supervisory duties, to the imposition of sanctions, or if supervision or Council decision subject to appeal to the higher administrative authority or court referral.

(9). Access to disclosure of confidential information to the Danish Parliament's Standing Committee in accordance with paragraph 5, nr. 8, is limited to documents in cases that have been set up in the FSA after the 16. September 1995.

Paragraph 10. Disclosure pursuant to paragraph 5, nr. 15, can only happen





1) on the basis of international cooperation agreement and

2), provided that the beneficiaries are at least subject to a statutory secrecy that corresponds to professional secrecy in accordance with paragraph 1, and that recipients need the information to perform their tasks.





Paragraph 11. Disclosure pursuant to paragraph 5, nr. 15, of confidential information derived from countries within the European Union or in countries with which the community has entered into an agreement with, Furthermore, can only happen if the authorities which have submitted the information, have given their express permission, and if the information is used exclusively for the purposes for which the authorization relates.

§ 84 (b). A party in relation to the Danish financial supervisory authority shall be deemed to be only companies covered by section 7 (1), a registered payment system, securities dealer, the custodian Department or the issuer of the securities, as a decision taken or to be taken by the FSA, is aimed at, see. However, paragraphs 2 and 3.

(2). In the following cases shall be considered as a person other than a firm covered by paragraph 1, as well as a party to the FSA decision, as regards the part of the case, which concerns the question:





1) a company applying for authorisation to operate a regulated market, securities clearing company and the Registrar, without prejudice. § 8, paragraph 1.

2) A member of a Board of directors or an Executive Board, which receives information about the FSA in connection with approval under section 9 (1) and (2).

3) the transferee or the possessor of a qualifying shareholding when the FSA responds as a result of lack of notification of the share or repeals the voting rights attaching to the relevant shares without prejudice to owners. section 10, paragraphs 1 and 5, and section 10 (a), paragraphs 1-3.

4) anyone who violates the Act's prohibition against using names subject to section 16, paragraph 2, and paragraph 42 (d), paragraph 1.

5), against whom The FSA initiates investigation for violation of section 29 on the reporting of shareholdings or for violation of Chapter 10.

6) The who for FSA earns one of an operator of a regulated market, a company which runs an alternative marketplace, a clearinghouse or a central securities depository decided, without prejudice to article. § 88, paragraph 3, and that the FSA considers to be party to the proceedings, as well as other, which the FSA considers as party to the proceedings.

7) an acquirer as mentioned in section 31, paragraph 1, and section 32, paragraphs 1 and 2, as well as other, as the Danish financial supervisory authority in special cases considers to be party to the proceedings.

8), as The Danish financial supervisory authority pursuant to section 33, paragraph 2, has determined that the reporting obligation incumbent on.

9) Whoever by the FSA be required to draw up internal rules pursuant to section 37, paragraphs 1 and 2, or make changes to it.





(3). As a party shall be deemed to be a Board Member, an accountant, a Director or other senior executives in a company subject to section 7 or in other establishments covered by the law, if the FSA censure or order made pursuant to the Act or its regulations are aimed directly against the person concerned.

(4). Paragraphs 1 and 3 shall apply mutatis mutandis to decisions of the Danish securities Council as part of Council control under section 83 (2) and (3) and to section 83 (b). A party in relation to the Fund Council decisions taken under the Council's control under section 83 (2) and (3) and to section 83 (b) shall be deemed to be in addition, anyone who Funds the Council considers to be party to the proceedings.

(5). Finally, the Danish financial supervisory authority, when the FSA takes a case of good securities trading, see. § 3, paragraph 1, in exceptional circumstances, also indicating party powers to other natural or legal persons other than those referred to in paragraphs 2 and 3. Powers can only be attributed to the parties, as regards the part of the case, which has a direct and significant impact on the person concerned. Granting of powers of the Parties shall take into account the protection of confidential information.

(6). -Party status and powers of the parties in accordance with paragraphs 2, 3 and 5 are limited to situations where the FSA or the Council's decisions shall be taken after the 17. December 1998.

§ 84 (c). The Danish financial supervisory authority may, in the cases referred to in paragraph 2 shall publish the name of a company or a natural person who under section 83, paragraph 1, shall be communicated to a reprimand for violation of law or regulations established thereunder. The FSA may also publish the name of a company or a natural person, where the cases referred to in paragraph 2, it is found that the company or the natural person does not have violated the law or provisions set out thereunder. Publication after 1. and 2. point can happen when it is deemed to be of interest to investors to know the name of the company or the natural person.

(2). Publication may be made in respect of infringements of





1) rules on disclosure of inside information, see. Article 27, paragraphs 1, 2, 4 and 5,

2) rules on the publication of the annual and half-yearly reports, see. § 27, paragraph 7,

3) rules on disclosure of period messages, see. § 27, paragraph 8, and of provisions to this effect issued under section 30,

4) rules on the grant of possession of its own shares, see. section 28,


5) rules on notification, reporting and public disclosure of managers ' transactions, see. section 28 (a), paragraphs 1, 3, 5 and 7, and of provisions to this effect issued under section 28 a, paragraph 8,

6) the rules on the production and dissemination of recommendations relating to securities regulation. section 28 (b), paragraph 1, and of provisions to this effect issued under section 28 (b) (2)

7) rules on the communication of bigger possession of shares, see. Article 29, paragraph 1, and of provisions to this effect issued under section 29, paragraph 4,

8) rules about issuers ' disclosure obligations and equal treatment of and communication with shareholders and the holders of bonds or other forms of marketable debt instruments issued under section 30,

9) the prohibitions against insider dealing, disclosure of inside information and market manipulation, see. section 35, paragraph 1, § 36 and § 39, paragraph 1,

10) the provisions on the issue of internal rules, see. section 37, paragraphs 1-3,

11) the rules for the drafting of insider lists, see. section 37, paragraph 4, and of provisions to this effect issued under section 37, paragraph 10, and

12) rules on notification of suspicious transactions, see. section 37, paragraph 6, 1. paragraph, and of provisions to this effect issued under section 37, paragraph 10.





(3). The Danish financial supervisory authority may publish the name of the company or the natural person who admonish relate. (1) 1. point, 2 weeks after the firm or that person has been informed of this. Company or the natural person decides to refer the matter to the EAB within the 2 weeks, can only happen if the Committee did not attach to the disclosure complaint, the suspensive effect.

(4). The Danish financial supervisory authority may, in the cases referred to in paragraph 2 shall in addition publish the name of the company or the natural person to whom the supervision has imposed a daily or weekly fine pursuant to section 95, where it is estimated to be of interest to investors to know the name of the company or the natural person.

(5). Publication in accordance with paragraph 1 and 4 can not happen if it would cause disproportionate harm to the company or the natural person.

(6). The Danish financial supervisory authority may, where appropriate, publish a notice issued amending conditions in violation of the law or provisions laid down in pursuance thereof in accordance with article 93, paragraph 2, 1. and 2. paragraph shall be a natural or legal person or Association of legal persons.

(7). If an issuer of securities fail to comply with an injunction on the publication of information received pursuant to article 93, paragraph 2, can the FSA publish such information. Publication after 1. points can be done in cases covered by article 27, paragraph 1, 7 and 8, article 28 and article 29, paragraph 1, and cases covered by regulations issued under section 30.

§ 85. Companies under supervision after this law pays tax to the Danish FSA. The levy fixed in accordance with Chapter 22 of the financial business Act.

§ 86. The Danish financial supervisory authority supervises the securities traders, operators of regulated markets, registered payment systems, clearing houses, central securities depositories and custodian departments ' activities, including their rules, organizational plans, business processes and controls and security measures, including in the it field, is reassuring and in accordance with this Act and the regulations established thereunder. Matching leads FSA oversight of companies that operate multilateral trading facilities, comply with their obligations in accordance with this law. Oversight, however, not with registered payment systems, which are covered by the Danish National Bank surveillance in accordance with paragraph 2.

(2). Danmarks Nationalbank oversees payment systems which Danmarks Nationalbank finder has significant importance to payment execution or implementation of Denmark's National Bank's monetary policy operations with the aim of promoting the smooth operation of the systems by helping to promote their efficiency and stability. Danmarks Nationalbank, the Danish financial supervisory authority shall communicate to the payment systems that are covered by the Danish National Bank monitoring.

(3). The Danish financial supervisory authority shall draw up a list of the payment systems that are covered by paragraph 2. The list shall be published by notice

section 87. The FSA can impose administrative, managerial and auditing for securities traders, operators of regulated markets, clearing houses, central securities depositories, custodian departments, companies that operate multilateral trading facilities, registered payment systems and issuers to provide the information necessary for FSA business.

(2). The Danish financial supervisory authority may require all the information, including financial statements, accounting materials, printing of books, other commercial documents, tape recordings and the like in connection with the conclusion of agreements on transactions and electronically stored data, as deemed necessary for the FSA company or to the decision of whether a physical or legal person covered by the provisions of the Act.

(3). The FSA can impose on companies as referred to in paragraph 1 to report certain information in electronic form.

(4). The Danish financial supervisory authority can obtain information, including in electronic form by public authorities.

(5). The Danish financial supervisory authority may at any time against proper identification and without a court order, take an assessment visit to the establishment of a securities dealer, an operator of a regulated market, a company that operates a multilateral trading facility, a clearing house, a central securities depository, a custodian Department and a registered payment system.

(6). The Danish financial supervisory authority may obtain information under paragraph 1-5 for use in section 84 (a), paragraph 5, no. 13-15, said authorities.

(7). Powers in accordance with paragraphs 1 to 6 shall be exercised by Danmarks Nationalbank, when there is talk about a registered payment system governed by section 57 (a), paragraph 7.

§ 87 (a). (repealed).

section 88. Decisions taken by the Danish financial supervisory authority in accordance with this law or under rules adopted pursuant to the law may be brought before the EAB within 4 weeks after that decision is announced. The provision of 1. item does not include decisions in accordance with paragraph 3 or section 87. The provisions of this paragraph shall also apply to decisions delivered by the Danish securities Council as part of Council control under section 83 (2) and (3) and to section 83 (b), paragraphs 2 to 4, as well as on decisions of Danmarks Nationalbank pursuant to section 57 (a), paragraph 7.

(2). Paragraph 1 shall also apply to decisions delivered by companies who exercise powers on behalf of the FSA.

(3). Decisions of the operators of regulated markets, companies that operate multilateral trading facilities, clearing houses or central securities depositories in accordance with this law or regulations issued pursuant to the law as well as the listed companies ' decisions in matters of far-reaching or fundamental importance taken under its own set of rules may be brought before the Danish financial supervisory authority not later than 4 weeks after the decision is announced. The referral may be conferred on suspensive effect.

(4). Business decisions and the decisions of the Supreme, the Danish financial supervisory authority shall, in accordance with paragraph 3, by legal action no later than 8 weeks after that decision is notified the concerned, be challenged before the courts.

(5). Decisions concerning registration, modification or extinction of the rights in a central securities depository by a central securities depository and the decisions of the Board of appeal for CSDs are not covered by paragraphs 1 to 4.

section 89. The Danish financial supervisory authority may lay down rules on securities dealers, operators of regulated markets, clearing houses, central securities depositories, custodian departments, companies that operate multilateral trading facilities and registered payment systems must prepare information for use by the public for statistical purposes.

(2). Statistics can also lay down rules as referred to in paragraph 1.

(3). Public authorities and institutions, which broadcast statistics, which can have a noticeable impact on the financial markets, must send out the statistics in a way that is transparent, and ensuring everyone an equal access to information.

section 90. (Repealed).

section 91. Data Inspectorate shall supervise, that there is no violation of the law on the processing of personal data, to the provisions adopted in implementation thereof, or of section 60, paragraphs 2 to 4. Supervision shall ensure, including by their own accord or after a complaint from a registered, to a central securities depository shall be used in accordance with the said laws and regulations.

(2). Supervision of a central securities depository or by a custodian Department may require any other information relevant to its activities, including for determining whether a relationship falls under this Act or the Act on processing of personal data.

(3). In the case of CSDs or the custodian departments, members and staff of the FSA have at any time against proper identification access to all premises without a court order, from which securities the performance records are managed or can be used, as well as to the premises where the register or the technical means are stored or used.

(4). If the Data Inspectorate considers that a central securities depository or custodian Department do not comply with section 60, paragraph 2-4, shall notify the Inspectorate the relevant central department or deli meats on the measures to be carried out. DPA meats cannot be brought before another administrative authority.


Chapter 27

Withdrawal of authorisation

section 92. The Danish financial supervisory authority may withdraw the authorisation pursuant to section 8 for an operator of a regulated market, a clearinghouse and a central securities depository, if





1) the company does not commence within 12 months after that authorisation has been granted,

2) the company shall not be exercised for a period exceeding 6 months,

3) the company expressly waives to make use of the authorisation,

4) the company grossly or repeatedly infringes his obligations in accordance with this Act or orders pursuant to section 93 (2), or regulations issued pursuant to the law,

5) a member of the company's Board of directors or the Executive Board does not meet the requirements of § 9 (1) and (2), the said requirements or

6) Furthermore, the company no longer meets the conditions under which the authorization was granted.





(2). FSA finds that a custodian Department, covered by section 62, paragraph 1, no. 2-8 or 2-4, grossly disregards its obligations or injunction granted in accordance with this law, the FSA can deprive the institution concerned of the right to work in accordance with section 62 and section 76, paragraph 2.

(3). Meet an operator of a regulated market, a clearinghouse or a securities Central's capital base is not the capital requirement pursuant to section 8, paragraph 2, no. 2, FSA can either fix a period within which to bring the capital base up to this minimum or immediately withdraw authorization. 1. paragraph shall apply mutatis mutandis in the case where a securities Central's total capital preparedness not complying with the requirement in section 82, paragraph 1.

Title VI

Criminal provisions, etc.

Chapter 28

Criminal provisions, etc.

section 93. Violation of section 8, paragraph 1, section 10, paragraphs 1 and 5 to 8, section 11, paragraph 12 (a), section 12 (b) (1), (2) 1. paragraph, paragraphs 3 to 6 and 10, section 12 (c), section 12 (d), paragraph 1, article 14, paragraph 1 1. paragraph, article 15, paragraph 3, section 16 (2), (3). clause, and paragraph 3, section 18, section 18 (a), paragraphs 1 and 2, section 18 (b) (1) and (2) and (3), 2. and (3). paragraph, article 19, article 20, paragraph 4, 2. paragraph (5) and (6) 1. paragraph, section 21 (1) and (2) and (3), 2. paragraph, article 23, paragraphs 1 and 3, article 24, paragraph 1, article 25 (1), (2). paragraph and paragraph 2, article 27, paragraph 1, paragraph 2, 1. paragraph and paragraphs 7 and 8, § 27 a, paragraphs 1-3, section 27 (b) (1) and (2) 1. paragraph, section 28, section 28 (a) (1), (3), (4). paragraph (5), 1. paragraph and paragraph 7, section 28 (b), paragraph 1, article 29, paragraphs 1 and 2, section 31, paragraph 1, article 32, paragraphs 1-3, § 33, paragraphs 2 and 4, section 33 (a), paragraph 1 and paragraph 2 2. paragraph, section 33 (b), paragraphs 1 and 2, article 37, paragraph 1-5 (6), 1. paragraph (7) 1. paragraphs, and paragraphs 8 and 9, section 40, section 41 (1), (2). paragraph, article 42, paragraph 1 and paragraph 2 2. and (3). paragraph 42 (a), section 42, section b, paragraph 1, section c, paragraph 42 (d), 42 (1), (2). point, and (2) section 42 (e) (1), (2). point, and (2), 2. paragraph, article 44, paragraphs 1 and 3, article 45, paragraph 1, article 46, paragraph 1, section 51, section 52 (1), (2). paragraph, section 60 (1), (2). paragraph, article 75, paragraph 2 2. section, and section 76, paragraph 2, be punished by a fine. In the same way penalized gross or repeated violation of section 23, paragraph 6, article 52, paragraph 1 1. section, and section 60, paragraph 1 1. item With fine punished a financial undertaking or of a financial holding company which fails to comply with an order made under section 3 (1), (2). PT also penalised by a fine a company subject to section 7, paragraph 1, which do not comply with an order made under section 12 (f), paragraph 1.

(2). If a natural or legal person fails to fulfil his obligations under this law or provisions set out in the implementation thereof, the FSA can give the orders amending the relationship in question. Injunctions may also be granted to associations of legal persons. Powers after 1. and 2. paragraph shall be exercised by Danmarks Nationalbank, when there is talk about a registered payment system governed by section 57 (a), paragraph 7. If deemed appropriate, the Danish financial supervisory authority may suspend or delete the affected securities from trading on the regulated market or multilateral trading facility. Equivalent may FSA may suspend or delete the affected securities from trading if the relevant securities will be deleted or suspended on a regulated market in a country within the European Union or in a country with which the community has entered into an agreement on the financial area. Anyone who fails to comply with an injunction from the Danish financial supervisory authority, respectively, Danmarks Nationalbank or shall give false or misleading information to the FSA, respectively, Danmarks Nationalbank, punishable by fine, as higher punishment not inflicted upon other law.

(3). In regulations issued by the Minister for economic and business affairs, the Danish financial supervisory authority or the Danish Commerce and companies Agency pursuant to this law, may be fixed penalty of fines for violation of the provisions of the legislation.

(4). The Danish financial supervisory authority may lay down rules on penalty of fines for breach of the provisions contained in the European Community regulations for those areas of the law, which the FSA supervises.

(5). That can be imposed on companies, etc. (legal persons) criminal liability in accordance with the provisions of the criminal code 5. Chapter.

(6). The period of limitation for criminal liability is 5 years.

§ 94. Violation of section 35, paragraph 1, § 36 and § 39, paragraph 1, are punishable by fine or imprisonment for up to 1 year and 6 months. Is a violation of section 35, paragraph 1, and section 39 (1), deliberate and particularly serious nature, or is there a larger number of intentional infringements committed, the penalty increases to imprisonment for 4 years.

(2). The provision of section 93 (5) shall apply mutatis mutandis.

section 95. An Executive Board, Board of directors or the auditor fails with a securities dealer, an operator of a regulated market, a clearing house, a central securities depository, a custodian Department, a company, which operates a multilateral trading facility, a registered payment system or an issuer to comply with the obligations under the law or in accordance with the provisions adopted in implementation thereof shall be the responsibility of those or assigned to them by the Danish financial supervisory authority, the Danish Commerce and companies agency or, in the case of a registered payment system governed by section 57 (a) (7), Danmarks Nationalbank, the Danish financial supervisory authority, the Danish Commerce and companies agency or Danmarks Nationalbank as coercive means to impose on those daily or weekly payments.

(2). A natural or legal person fails to fulfil the obligations incumbent on them under this Act, the Danish financial supervisory authority, the Danish Commerce and companies agency or Danmarks Nationalbank as coercive means to impose on the natural or legal person or the legal person responsible persons daily or weekly payments.

section 96. Officers, directors, accountants and their alternates and workers employed by an operator of a regulated market, a clearing house, a central securities depository, a registered payment system, a custodian Department or a company, which operates a multilateral trading facility, which wrongly disclose or exploit confidential information in the performance of their duties have been informed of an offence punishable by fine, as higher punishment not inflicted upon other law.

(2). Allows persons who are linked to an operator of a regulated market, a company that operates a multilateral trading facility, a clearing house, a central securities depository, a registered payment system or a custodian institution false or misleading information on matters relating to the operator of the regulated market, the company, which operates a multilateral trading facility, clearing Center, the central securities depository, it registered payment system or the custodian Department to FSA, Danmarks Nationalbank , The Danish securities Council or other public authorities, the person concerned shall be punished by a fine or imprisonment for up to 4 months, as higher punishment not inflicted upon other law. '

Title VII

Transformation rules, etc.

Chapter 29

Conversion provisions

section 97. The Copenhagen Stock Exchange, the central securities depository and the guarantee fund for Danish options and Futures can be transformed into limited-liability companies in accordance with the provisions of §§ 98-104.

section 98. The Board of Directors of each of the funds referred to in section 97 may decide that the Fund be dissolved without liquidation by transfer of assets and debts, as a whole, to one or more of the Fund owned or created the joint stock companies which are authorized to conduct business in accordance with section 7 (1) (8). 1, 5, or 6. At the same time transferred the shares of each public limited companies equal to the value of the Endowment's assets after deduction of the Fund's endowment amounts owed to a newly created Fund. The boards of the newly-established funds with Fund Authority consent decide that funds be merged.

(2). Dissolution without liquidation can also be accomplished by the transfer of the Fund's assets and debts, as a whole, to one or more joint stock companies which are authorized to conduct business in accordance with section 7 (1) (8). 1, 5, or 6. At the same time transferred shares in each of these corporations is equivalent to the value of the Endowment's assets after deduction of the Fund's endowment amounts owed to a newly created Fund. If the transfer occurs to one or more public limited liability companies, which are established in accordance with paragraph 1, the boards of the newly-founded funds with Fund Authority consent decide that funds be merged.

(3). Conversion in accordance with paragraphs 1 and 2 may also be effected by that shares in it or they referred to in paragraphs 1 and 2 limited liability companies are transferred to the existing Fund, provided this is consistent with the existing Fund statutes.


(4). Decision taken pursuant to paragraphs 1 to 3 shall be taken by the majority, which is also required for important decisions. The shareholders of the public limited-liability companies referred to in paragraph 2 shall draw up a shareholder agreement, which must be approved by the Minister for economic and business affairs.

(5). The continuing Fund as provided for in paragraph 1, 2. and (3). paragraph (2), 2. and (3). paragraph, and (3) are considered operators in accordance with the law on trader funds.

section 99. By transformation pursuant to section 98, paragraphs 1 to 3, the provisions of the Danish public companies Act § § 6 a-6 c and section 33, paragraph 1, in conjunction with § § 134-134 in or section 136-136 in analogy with the necessary adjustments.

(2). The Danish public companies Act § 134 b in referred to common accounting and the opening balance must be drawn up in accordance with the accounting rules applicable to public limited-liability companies, which operates the type of business, as the newly formed limited liability companies intend to drive.

(3). Documents which, according to the companies act must be submitted to the Danish Commerce and companies Agency shall be submitted also to the FSA.

(4). The Danish financial supervisory authority must approve the conversion under section 98, paragraphs 1-3.

§ 100. The continuing fund without prejudice. section 98, paragraphs 1 to 3, is headed by a Board of at least 5 members.

(2). A majority of the members shall be appointed by the joint stock company's Board of directors from among the members of the Management Board.

(3). In connection with the transformation the Fund acquires shares in more than one joint-stock company converted pursuant to section 98, paragraph 2 shall not apply.

§ 101. The boards of each of the funds referred to in section 97 may also decide that the Fund or funds shall be dissolved without liquidation by transfer of assets and liabilities to one or more of the Fund or funds owned or created the joint stock companies which are authorized to conduct business in accordance with section 7 (1) (8). 1, 5, or 6. The value of the assets to be transferred in each limited liability company match or exceed the value of the transferred debt. In each limited liability company created a scratch stock reserve equal to the value of the Endowment's assets after deduction of the Fund's endowment debt, see. sections 102 and 103.

(2). Dissolution without liquidation can also be accomplished by the transfer of the Fund's assets and liabilities to one or more joint stock companies which are authorized to conduct business in accordance with section 7 (1) (8). 1, 5, or 6. The value of the assets to be transferred in each limited liability company match or exceed the value of the transferred debt. In each limited liability company created a scratch stock reserve equal to the value of the Endowment's assets after deduction of the Fund's endowment debt, or, if there is already such a bottom Fund reserve consists of the joint stock company, this increases with the value of the Endowment's assets after deduction of the Fund's endowment debt, see. sections 102 and 103.

(3). section 98, paragraph 4, and section 99 applies mutatis mutandis by transformation in accordance with paragraphs 1 and 2.

§ 102. The captive Fund reserve can be used to cover the deficit, are not covered by the amount that can be used for dividends in the company.

(2). In the case of stock the company's termination of a distribution to shareholders may only take place when the obligations referred to in paragraph 4 are fulfilled.

(3). By way of transfer of the stock company's assets and liabilities to one or more public limited liability companies, operating in accordance with § 7 (1) (8). 1, 5, or 6, takes over the continuing Company Fund reserve on the same conditions as were applicable until the handover.

(4). To be fixed in the conversion decision pursuant to section 101 (1) or (2) detailed rules for the application of the Fund's reserve in the event of the company's termination. Fund reserve must, depending on whether the company has a permit to operate pursuant to section 7 (1) (8). 1, 5, or 6, used for purposes which relate respectively to the Exchange Company, clearing firm or Registrar.

§ 103. There to be 10 per cent of the year's profits that are not needed to cover deficits from previous years, to fund the reserve. The reserve may not, however, exceed the rate of return of the Fund reserve, which corresponds to the minimum interest rate of taxes with deduction of a proportional share of this year's corporate income tax.

section 104. The Board of Directors of each of the funds referred to in section 97 may also decide that the conversion will be done by combination of sections 98 and 101 described transformations. Fund or funds transfers assets and debts, as a whole, to one or more public limited-liability companies referred to in article 6. section 98, paragraphs 1 and 2, and section 101, paragraphs 1 and 2. In each limited liability company created a scratch stock reserve referred to in article 6. sections 102 and 103. At the same time transferred the shares of each public limited companies equal to the value of the Endowment's assets after deduction of the Fund's endowment debt and after deduction of the captive Fund reserve to a fund referred to in article 6. section 98, paragraphs 1 to 3, which is considered as operators on the basis of law on trader funds.

(2). §§ 98-103 shall with the necessary customizations apply to the conversion in accordance with paragraph 1.

Title VIII

Amendment of other laws

Chapter 30

Amendment of other laws

§ 105. (Omitted)

§ 106. (Omitted)

§ 107. (Omitted)

§ 108. (Omitted)

section 109. (Omitted)

section 110. (Omitted)

§ 111. (Omitted)

section 112. (Omitted)

§ 113. (Omitted)

§ 114. (Omitted)

section 115. (Omitted)

section 116. (Omitted)

§ 117. (Omitted)

section 118. (Omitted)

§ 119. (Omitted)

section 120. (Omitted)

§ 121. (Omitted)

section 122. (Omitted)

section 123. (Omitted)

section 124. (Omitted)

section 125. (Omitted)

Title IX

Date of entry into force and transitional provisions etc.

Chapter 31

Ikraftrædelses and transitional provisions etc.

section 126. The time of the entry into force of the Act or sections of the Act shall be established by the Minister for economic and business affairs, with regard to section 105, no. 1, 3-9, 12 and 13, and § § 106-115 after discussion with tax Minister, and in the case of § 123-125 after discussion with the Minister of Justice. § 105, no. 2, 10 and 11, shall enter into force on the day after publication in the Official Gazette. For central securities depository and clearing company in breach of the law in force on 1 July at the latest. June 1997. The law must, however, be entered into force on 1 July at the latest. June 1996, with the exception of article 6, paragraph 3, which shall enter into force on the 1. June 1997.

(2). The Minister for economic and business affairs may be wholly or partially repeal the Act on Copenhagen Stock Exchange, see. lovbekendtgørelse nr. 713 of 8. September 1993, Act on a central securities depository, see. lovbekendtgørelse nr. 807 of 6. October 1993, as well as Act No. 213 of 10. April 1991 on prospectuses at its first public offering of certain securities.

(3). § 105, no. 1, 3-9, 12 and 13, § 106, nr. 1, § 107, section 108, no. 1, 2 and 4, § 109, § 110, section 112, no. 2, and section 115 shall take effect as from the income year 1997, see. However, paragraphs 6 and 7.

(4). § 105, no. 10, has effect for companies and associations, etc., from the entry into force of that provision and with will be subject to the corporate tax Act section 35 K.

(5). § 112, no. 1, shall take effect as from the income year of 1988.

(6). By transformation of the Copenhagen Stock Exchange and the central depository to a limited liability company in the 1. January 1997, see the merger Tax Act section 14 (h), (3), as amended by this Act, section 112, no. 2, mutatis mutandis.

(7). By transformation of the guarantee fund for Danish options and Futures to a limited liability company in the 1. January 1997, see the merger Tax Act section 14 h as amended by this Act, section 112, no. 2, mutatis mutandis.

section 127. Notwithstanding the provisions of section 7, nr. 1, and section 8, paragraph 2, no. 1 and 2, the Copenhagen Stock Exchange exercise stock company until 1. July 1997. In the exercise of that activity is regarded as a stock exchange Copenhagen Stock Exchange after this law.

(2). Notwithstanding the provisions of section 7, nr. 5 and 6, and article 8, paragraph 2, no. 1 and 2, the central securities depository and the guarantee fund for Danish options and Futures continue to exercise securities clearing business. In the exercise of that activity is considered the guarantee fund for Danish options and Futures and the central securities depository as clearing houses for this law.

(3). Notwithstanding the provisions of section 7, nr. 6, and section 8, paragraph 2, no. 1 and 2, may continue to exercise central depository registration company. In the exercise of that activity is considered to be the central securities depository as a central securities depository in accordance with this law.

(4). By transformation of the Copenhagen Stock Exchange into a public limited company has employees in stock company the right to appoint a Board member. By transformation of the central securities depository for a corporation has employees in stock company entitled to appoint two Board members.

(5). Paragraph 4 shall apply for a period of three years from the transformation, after which the company's employees ' right to be represented in the Board is regulated by the provisions of the Danish public companies act.

§ 127 a. central depository is a private independent institution. The detailed rules of the central securities depository and its activities shall be determined by the Center's Board of Directors in a Statute approved by the FSA.

(2). The central depository is managed by a Board of up to 14 members and an Executive Board.

(3). The Board of Directors discussed be passed, in so far as they are not after the statutes required special majority vote by a simple majority. It can be determined in the statutes, the Chairman's vote is decisive in the event of a tie.


(4). The Minister for economic and business affairs for three years at a time appointed by the Chairman of the Board and the other Board members, see. However, paragraphs 5 to 9. Of four members shall be appointed on the recommendation of the organisations representing issuers of Fund assets, four on the recommendation of the organisations representing the in section 62 (1). 2 and 3, referred to custodian departments, and one on the recommendation of Danmarks Nationalbank. Two of the members shall be appointed with special emphasis on ensuring the interests of the owners of the Fund assets. For members to be appointed delegates.

(5). Securities centre workers are entitled to in accordance with paragraphs 6-9 to select two members of the Board and delegates for those among the Center's workers.

(6). At least half of the workers must vote in favour of a decision to take advantage of the Court in accordance with paragraph 5. The decision shall be communicated in writing to the Board of Directors.

(7). Workers ' choice of Board members and deputies shall be effected by written and secret ballot. The members of the Board a month after this has received written notification of the person's name and place of residence.

(8). The members of the Board of Directors, which is elected by the workers, shall be appointed for three-year periods among the workers, who in the last year before the election has been employed in the central securities depository.

(9). The Minister for economic and business affairs shall lay down rules on





1) who is regarded as a worker,

2) the detailed implementation of elections after paragraphs 6 and 7,

3) the ability to waive the holding of elections in accordance with paragraph 7, only where there are listed the number of candidates to be elected as Board members and as delegates,

4) legal protection of employment for the employee elected Board members, with disagreement on protection and on breach of or interpretation of the rules be determined ad industrial dispute procedures or road, and

5) under what form the securities centre workers must be made aware of the milking plant conditions.





Paragraph 10. The Board of Directors shall appoint the Management Board and shall ensure that the Securities Centre activity is exercised properly in accordance with the law and securities Centre statutes.

Paragraph 11. The Executive Board shall assume the day-to-day management of the central securities depository in accordance with the Board's guidelines and instructions.

section 128. For joint-stock companies, created under section 101 or section 104, the Danish financial supervisory authority notwithstanding the provisions of section 8(2), no. 2, grant authorization for the exercise of the stock exchange company, securities clearing company and the Registrar, provided that the capital base of the company at the time of authorisation at least 40 million. DKK thereof an amount of at least 16 million. DKK be share capital.

§ 129. The provision in section 6 (3) 1. paragraph, relating to customer consent shall apply to new customer relationships concluded after the entry into force of that provision. For existing customer relationships to be there no later than 18 months after that section 6 (3) 1. item, entry into force, be obtained consent from the customer, in the event of a securities dealer shall keep the customer's securities in the collection depot.

§ 130. The law does not apply to the Faroe Islands and Greenland, but can with the exception of sections 105-115, section 123 and section 125 by Royal Decree is implemented in these regions with the variances, as the special Faroese and Greenlandic conditions warrant.

(2). section 125 may by Royal Decree is implemented for Faroe Islands with the derogations which the special Faroese conditions warrant.




Act No. 475 by 10. June 1997 contains the following entry into force and transitional provisions:



§ 9

(1). The law shall enter into force on the 1. January 1998. (2nd and 3rd sentence omitted)

(2). No later than the 1. March 1998 must have produced internal guidelines, according to the Board of Directors (omitted) section 12 (b), paragraph 1, of the law on securities trading, etc., as amended by this law § 4, no. 1.

(3). The provisions in (omitted) section 14, paragraph 2, of the law on securities trading, etc., as amended by this law § 4, no. 3 and 4, section 11 (a), (3), 2. point, (omitted) shall apply to the fiscal year that begins on 1 January. January 1998 or later.

Paragraph 4-6. (Omitted)

(7). Regardless of the rules laid down in this law, the directors, Deputy Directors, under directors and persons treated as such, as well as branch managers in financial institutions subject to this law carry out Board profession in Danmarks skibskreditfond, Danish Eksportfinansering, Danish agricultural Mortgage Fund, development finance a/s, Danish financial institution for Hotels, etc., the financial institution for Industrial and craft a/s, the Nordic Association, National banks ' Mortgage Loan Fund, Total Credit Mortgage Fund and Bornholms Business Fund.

(8). Persons covered by section 12 (c), paragraph 3, of the law on securities trading, etc., as amended by this law § 4, no. 3 that the 1. January 1998 carries out duties as Deputy Heads of internal audit or audit in companies outside the group, can continue to do so until the end of the term of Office, which was begun on 9. April 1997. If the mentioned persons after this date begins a term as internal audit-audit manager or vice in a company not covered by section 12 (c) (3), that person must resign no later than the 1. February 1998.

(9). Exposures and collaterals that the 1. January 1998 legally was concluded between the selected revision or an internal audit or Deputy Chief Auditors (omitted) and the (omitted) referred to (deleted) companies can continue to the originally agreed maturity.

Paragraph 10-12. (Omitted)

§ 10

(1). The law does not apply to the Faroe Islands and Greenland, (omitted) but (omitted) may by Royal Decree is implemented in these regions with the variances, as the special Faroese and Greenlandic conditions warrant.

Paragraph 2-3. (Omitted)




Act No. 1327 of 20. December 2000 contains the following entry into force and transitional provisions:



§ 9

(1). The law shall enter into force on the 1. April 2001, see. However, paragraphs 2 to 5.

(2). (Omitted)

(3). § 1, nr. 14, § 2, nr. 2, § 3, nr. 2 and 3, § 4, no. 2, section 5, section 6, nr. 4, and sections 7 and 8 shall enter into force on the 1. January 2001. Calculation of contributions happening for the first time on the basis of information provided by fiscal year, which ends in 2000.

(4). § 1, nr. 20 and 21, shall enter into force on the 1. July 2001.

(5). Securities traders and companies covered by the Danish securities trading Act, section 62, paragraph 1, and section 63, which at the time of the law's entry into force was a member of a stock exchange, or connected to a central securities depository, can continue with this without obtaining FSA authorisation.

§ 10

(1). sections 1, 2, 4, 5, 7 and 8 shall not apply to the Faroe Islands and Greenland but may by Royal Decree is implemented in these regions with the variances, as the special Faroese and Greenlandic conditions warrant.

(2). (Omitted)




Act No. 427 of 6. June 2002 contains the following entry into force and transitional provisions:



§ 3

The law shall enter into force on the 1. July 2002, see. However, paragraph 2.

(2). § 1, nr. 13, 14, 16-18, 35 and 39, shall enter into force on the 1. October 2002. The Minister for economic and Business Affairs establishes the time of the entry into force of § 1, nr. 5, 8-12, 19, 26, 30, 31, 33, 34, 37 and 38, as well as section 2.

§ 4

(1). The status of the total holdings in companies in which persons covered by section 34, paragraph 4, and section 37, paragraph 3, of the basic regulation. This law § 1, nr. 16 and 17, are in possession of, must be notified to the issuer concerned, as well as reported by the latter to the relevant stock exchange respectively, the authorized marketplace, where the company's shares are admitted to listing or trading, by 1. January 2003.

(2). The Fund Council's Decree No. 429 of 28. May 2001 on good securities trading by trading in certain securities will, however, continue to be valid until the Minister for economic and business affairs have issued rules in this area.

§ 5

The law does not apply to the Faroe Islands and Greenland but may by Royal Decree is implemented in these regions with the variances, as the special Faroese and Greenlandic conditions warrant.




Act No. 453 of 10. June 2003, includes the following entry into force and transitional provisions:



§ 375. The law shall enter into force on the 1. January 2004, see. However, paragraphs 2 and 3.

Paragraph 2-3. (Omitted).

§ § 376-437. (Omitted).

§ 438. The law does not apply to the Faroe Islands and Greenland but may by Royal Decree is implemented in these regions with the variances, as the special Faroese and Greenlandic conditions dictate, without prejudice. However, paragraphs 2 to 4.

Paragraphs 2 to 4. (Omitted).




Act No. 1171 of 19. December 2003 includes the following entry into force and transitional provisions:



§ 6

(1). The law shall enter into force on the 1. January 2004, see. However, paragraphs 2 and 3.

(2). The Minister for economic and Business Affairs establishes the time of the entry into force of section 2 of the Act. section 2 may, however, enter into force at the earliest with effect from the date on which the Hague Convention on the law applicable to certain rights in securities held with an intermediary, shall enter into force in relation to The European Union.

(3). (Omitted).

§ 7


Internal audit and the Deputy Auditors, managers can regardless of the prohibition laid down in the Act on securities trading, etc. § 12 b, paragraph 9, of the basic regulation. This law § 1, nr. 3, maintain and exploit the economic interests which he/she owns by the date of entry into force of the Act.

§ 8

(1). Chapter 18 (a) of the law on securities trading, etc., as amended by this Act, section 1, no. 12, shall apply to financial collateral arrangements, netting, etc., concluded after the entry into force of the Act.

(2). section 58 of the Act on securities trading, etc., see. lovbekendtgørelse nr. 587 of 9. July 2002, as amended by section 426 of law No. 453 of 10. June 2003, will continue to apply to contracts concluded before the entry into force of the Act on the netting.

§ 9

(Omitted).

§ 10

(1). The law does not apply to the Faroe Islands and Greenland but may by Royal Decree is put into force in whole or in part for these regions with the variances, as the special Faroese and Greenlandic conditions dictate, without prejudice. However, paragraph 2.

(2). (Omitted).




Act No. 491 of 9. June 2004 includes the following entry into force and transitional provisions:



§ 6

(1). The law shall enter into force on the 1. January 2005, see. However, paragraphs 2 and 3.

(2). § 1, nr. 14, shall enter into force on the day after publication in the Official Gazette.

(3). § 1, nr. 4, 7 to 10, 13, 30, 34, 37 and 41, § 2, nr. 1-3, 12 and 13, § 3, nr. 1 and 2, § 4, no. 5, and section 5 shall enter into force on the 1. July 2004.

(4). The law does not apply to the Faroe Islands and Greenland but may by Royal Decree is implemented in these regions with the variances, as the special Faroese and Greenlandic conditions warrant.




Act No. 1383 of 20. December 2004 includes the following entry into force and transitional provisions:



§ 17

(1). The law shall enter into force on the 1. January 2005, see. However, paragraphs 2 to 4.

Paragraphs 2 to 4. (omitted)

§ 18

(1). The law does not apply to the Faroe Islands and Greenland, without prejudice. However, paragraphs 2 and 3.

Paragraph 2-3. (Omitted)




Act No. 1460 of 22. December 2004 includes the following entry into force and transitional provisions:



§ 3

(1). The law shall enter into force on the 1. April 2005, see. However, paragraphs 2 and 3.

(2). § 1, nr. 2 and 3, 8-12, 14, 18-20, 22-24 and 30, and § 2 shall enter into force on the 1. July 2005.

(3). § 1, nr. 7 and 21, shall enter into force on the 1. January 2005.

(4). Regardless of the rules laid down in this law, § 1, credit institutions covered by the derogation provided for in article 5(a) of Directive 89/298/EEC, and which are not covered by article 23, paragraph 5, no. 8, to the public in Denmark to offer debt securities or other transferable securities equivalent to debt securities issued in a continuous or repeated manner, until 31 December 2007. December 2008.

§ 4

The law does not apply to the Faroe Islands and Greenland but may by Royal Decree is put into force in whole or in part for these regions with the variances, as the special Faroese and Greenlandic conditions warrant.




Act No. 411 of 1. June 2005 contains the following entry into force and transitional provisions:



§ 6

(1). The law shall enter into force on the 1. July 2005

Paragraphs 2 to 4. (Omitted)

§ 7

The law does not apply to the Faroe Islands and Greenland but may by Royal Decree is implemented in these regions with the variances, as the special Faroese or Greenlandic circumstances warrant.




Act No. 604 of 24. June 2005 contains the following entry into force and transitional provisions:



§ 5

(1). The law shall enter into force on the day after publication in the Official Gazette referred to in article 6. However, paragraph 2.

(2). (Omitted)

(3). § 1, nr. 11, applies to decisions on the basis of a takeover bid that is made after the entry into force of the Act. § 1, nr. 14-16, applicable to the transfers referred to in article 6. section 31, paragraph 1, of the law on securities trading, etc. that are made after the date of entry into force of the Act.

§ 6

(1). § § 1-3 shall not apply to the Faroe Islands and Greenland but may by Royal Decree is implemented in these regions with the variances, as the special Faroese and Greenlandic conditions warrant.

(2). (Omitted)




Act No. 1428 of 21. December 2005, includes the following entry into force and transitional provisions:



§ 6

The law shall enter into force on the 1. January 2006.

§ 10

The law does not apply to the Faroe Islands and Greenland, but sections 1, 3 and 4 may, by Royal Decree is implemented in these regions with the variances, as the special Faroese or Greenlandic circumstances warrant.




Act No. 116 of 27. February 2006 contains the following entry into force and transitional provisions:



§ 5

The law shall enter into force on the 1. March 2006.

§ 6i

(1). The law does not apply to the Faroe Islands and Greenland, without prejudice. However, paragraph 2.

(2). sections 1 and 2 may, by Royal Decree put into force for Greenland and the Faroe Islands with the derogations which the special Faroese or Greenlandic circumstances warrant.




Act No. 527 of 7. June 2006 contains the following entry into force and transitional provisions:



§ 4

(1). The law shall enter into force on the 1. January 2007, see. However, paragraph 2.

(2). (Omitted)

§ 5

(Omitted)

§ 6

The law does not apply to the Faroe Islands and Greenland but may by Royal Decree is implemented in these regions with the variances, as the special Faroese and Greenlandic conditions warrant.




Act No. 108 of 7. February 2007 entry into force and transitional provisions are as follows:



§ 21

(1). (Omitted)

(2). (Omitted)

(3). § 1, nr. 88, § 3, nr. 1, 3, 11, 24, 27, 30, 40-43, 58, 61, 62, 68, 69, 76, 81, 83, 85 and 86, § 6, nr. 1-9, § 7, § 8, nr. 3, 8 and 9, § 9, nr. 6 and 7, section 10, no. 6, and sections 11-15 shall enter into force on the 15. February 2007.

(4). § 1, nr. 2, 3, 54-60, 62, 63, 90, 93, 94, 105-109, 116, 118 and 119, § 3, nr. 74, and section 4 shall enter into force on the 1. June 2007.

(5). (Omitted)

(6). § 1, nr. 88, § 3, nr. 62, § 11, nr. 1, § 12, nr. 12 and section 13, nr. 2, have effect from 1 January. January 2006.

(7). (Omitted)

§ 22

(1). § 16 shall enter into force on the day after publication in the Official Gazette.

(2). Regardless of the rules laid down in this law, § 1, companies with permission under section 8, paragraph 1, of the law on securities trading, etc. to operate as a stock exchange or authorized market place without new authorization continues to drive this business in compliance with the rules for the operators of regulated markets.

(3). Regardless of the rules laid down in this law, § 1, companies with permission under section 8, paragraph 1, of the law on securities trading, etc. to operate as an alternative marketplace without new authorization continues to drive this business in compliance with the rules for companies that operate multilateral trading facilities, including alternative marketplaces.

(4). Regardless of the rules in this article 1 shall be considered to be stocks, stock certificates and bonds admitted to listing of a stock exchange under section 22 of the law on securities trading, etc. continue as noted.

(5). Financial companies, as the 1. November 2007 has permission to carry out activities pursuant to article 9, paragraph 1, of the basic regulation. section 7, paragraph 2, article 8, paragraph 2, article 9, paragraph 2, article 10, paragraph 2, or section 403 of the financial business Act, will be able to continue these activities as in the past.

(6). Companies, that the 1. November 2007 are authorized under section 8, paragraph 1, of the law on securities trading, etc., to money market brokerage, will be able to continue these activities, if they are in the 1. February 2008 reviewed the activities of the Danish financial supervisory authority. FSA announces pursuant to section 9, paragraph 1, of the law on financial business permit for the notified activities and permission for dissemination of deposits and lending between participants in the money market. Companies in the period after the notification and forward to the Danish financial supervisory authority has granted permission, pursuant to § 9 (1), continue to carry out the declared activities, including dissemination of deposits and lending between participants in the money market.

(7). A company or person that the 1. November 2007 driver of the business of investment adviser regulation. § 343 (a) of the financial business Act, see. This law § 3, nr. 59, and that by 1. February 2008 submit an application for authorization under section 343 (c) of the financial business Act, see. This law § 3, nr. 59, can continue to provide investment advice, until the Danish financial supervisory authority has processed the application for authorisation. An application shall be deemed to have been received in the FSA, when information about all the circumstances referred to in section 343 c, is forwarded to the Danish FSA.

§ 23

(1). The law does not apply to the Faroe Islands and Greenland, without prejudice. However, paragraphs 2 and 3.

(2). sections 1-6, 13 and 14 may, by Royal Decree in whole or in part, be in force for the Faroe Islands and Greenland with the variances, as the special Faroese and Greenlandic conditions warrant.

(3). (Omitted)

(4). (Omitted)




Act No. 181 of 28. February 2007 entry into force and transitional provisions are as follows:



§ 8

(1). The law shall enter into force on the 1. January 2008.

(2). Chapter 23 (a) of the judicial code, as amended by this Act, section 1, no. 10 shall apply in cases brought after the entry into force of the Act.

(3). The Minister of Justice put forward proposals on the revision of the law in the Danish Folketing year 2010-11.

§ 9


(1). The law does not apply to the Faroe Islands and Greenland.

(2). § 3 may by Royal Decree put into effect for the Faroe Islands and Greenland

(3). §§ 5-7 may, by Royal Decree in whole or in part, be in force for the Faroe Islands and Greenland with the variances, as the special Faroese or Greenlandic circumstances warrant.




Act No. 576 of 6. June 2007, following entry into force and transitional provisions:



§ 12

(1). The law shall enter into force on the 1. July 2007, see. However, paragraphs 2 and 3.

(2). (Omitted)

(3). (Omitted)

section 13

(Omitted)

§ 14

(1). The law does not apply to the Faroe Islands and Greenland, without prejudice. However, paragraphs 2 and 3.

(2). § § 1-4 may, by Royal Decree in whole or in part, be in force for the Faroe Islands and Greenland with the variances, as the special Faroese and Greenlandic conditions warrant.

(3). (Omitted)
Economic and business affairs, the 2. April 2008 Bendt Bendtsen/Henrik Bjerre-Nielsen Official notes 1) Act contains provisions transposing a European Parliament and Council Directive 98/26/EC of 19. May 1998 on settlement finality in payment and securities settlement systems (Official Journal 1998 No. L 166, p. 45) (finality directive), parts of the European Parliament and Council Directive 2000/64/EC of 7. November 2000 (Official Journal 2000 No. L 290, p. 27), amending Council Directive 85/611/EEC, 92/49/EEC, 92/96/EEC and 93/22/EEC (Exchange of information with third countries), parts of the directives 79/279/EEC, 80/390/EEC, 82/121/EEC and 88/627/EEC, which is now compiled in European Parliament and Council Directive 2001/34/EC of 28 June 1999. May 2001 on the admission of securities to official listing on a stock exchange as well as the information to be published on those securities (the official journal of the European Communities 2001 nr. L 184, p. 1) (conditions and information directive), European Parliament and Council Directive 2002/47/EC of 14. June 2002 on financial collateral arrangements, (the official journal of the European communities 2002 nr. L 168, p. 43) (collateral directive '), the European Parliament and of the Council Directive 2003/6/EC of 28 June 1999. January 2003 on insider dealing and market manipulation (market abuse) (Official Journal of the European Union 2003 nr. L 96, p. 16) (market abuse directive), parts of the European Parliament and of the Council Directive 2003/71/EC of 4. November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (Official Journal of the European Union 2003 nr. L 345, p. 64) (the prospectus directive), Commission Directive 2003/124/EC of 22. December 2003 on the implementation of European Parliament and Council Directive 2003/6/EC as regards the definition and public disclosure of inside information and the definition of market manipulation, (the official journal of the European Union 2003 nr. L 339, p. 70), Commission Directive 2004/72/EC of 29 April 2004. April 2004 on the implementation of European Parliament and Council Directive 2003/6/EC as regards accepted market practices, the definition of inside information in relation to commodity derivatives, the drawing up of lists of insiders, the notification of managers ' transactions and the notification of suspicious transactions (the official journal of the European Union 2004 nr. L 162, p. 70), parts of the European Parliament and of the Council Directive 2004/25/EC of 21. April 2004 on takeover bids (Official Journal of the European Union 2004 nr. L 142, page 12) (takeover directive), parts of the European Parliament and of the Council Directive 2004/109 EC of 15. December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulreret market and amending Directive 2001/34/EC (Official Journal of the European Union 2004 nr. L 390, p. 38) (transparency directive), parts of the European Parliament and of the Council Directive 2004/39/EC of 21. April 2004 on markets in financial instruments, amending Council directives 85/611/EEC and 93/6/EEC and European Parliament and Council Directive 2000/12/EC and repealing Council Directive 93/22/EEC (Official Journal of the European Union 2004 nr. L 145, p. 1) (MiFID), and parts of the European Parliament and Council Directive 2006/31/EC of 5. April 2006 amending Directive 2004/39/EC on markets in financial instruments, as regards certain deadlines (the official journal of the European Union 2006 nr. L 114, p. 60) (snooze).

2) due to an error in law No. 108 of 7. February 2007 there are two section 83, paragraph 7.