Definitions
1 §/expires U: 2016-02-01-in this Act,
1. financial instruments: it referred to in Chapter 1. section 4 first
paragraph 1 Act (2007:528) on the securities market,
2. Securities: listed in Chapter 1. paragraph 5 of the law on 27
the securities market,
3. listing: as provided in Chapter 1. 5 § 3 the law of
securities market and foreign companies that have
authorisation to operate a regulated market from the branch in Sweden,
4. listed companies: Swedish limited liability company who released the shares
which are admitted to trading on a regulated market in Sweden,
5. the parent and subsidiary companies: it referred to in Chapter 1. 11 and
section 12 of the Swedish companies Act (2005:551) on parent companies and
subsidiaries, with the parent company shall
also apply to other legal persons other than corporations
6. regular interim report: interim report and
advance notice of upcoming financial statements (interim report)
as a listed company is required to provide in accordance with its
listing agreement with the stock market or, in the absence of such provisions
in the listing agreement, annual report and interim report according to
provisions of the law on the securities market,
annual accounts Act (1995:1554), Act (1995:1559) if
annual accounts for credit institutions and securities companies or
Act (1995:1560) on the annual accounts of insurance undertakings, as well as
interim management statement in accordance with the provisions of Chapter 16 of the. section 6 of the law on
the securities market,
7. insider information: information about an undisclosed
or not generally known circumstance that is likely to
significantly affect the price of financial instruments, and
8. regulated market: it referred to in Chapter 1. 5 § 20 Act on
securities market.
If two legal persons owning so many shares in
another Swedish or foreign legal entity that they have
half of the votes for all shares or units,
However, for the purposes of this Act the former legal
people to equate with the parent company and the latter
legal entity equivalent to subsidiaries.
Law (2007:558).
the entry into force of § 1/in: 2016-02-01/for the purposes of this Act 1. financial instruments: it referred to in Chapter 1. 4 paragraph 1 Act (2007:528) securities market, 2. Securities: listed in Chapter 1. section 5 of the securities market Act, 27
3. listing: as provided in Chapter 1. 5 § 3 the securities market Act and such foreign companies authorised to operate a regulated market from the branch in Sweden,
4. listed companies: Swedish limited liability company who released the shares which are admitted to trading on a regulated market in Sweden,
5. the parent and subsidiary companies: it referred to in Chapter 1. 11 and 12 of the companies Act (2005:551) of the parent company and subsidiaries, with the parent companies should also apply to legal persons other than corporations
6. regular interim report: interim report, as well as advance notice about upcoming financial statements (interim report) as a listed company is required to provide under its listing agreement with the stock market or, in the absence of such provisions in the contract, the annual report and interim report in accordance with the provisions of the securities market Act, the annual accounts Act (1995:1554), Act (1995:1559) on the annual accounts for credit institutions and securities companies or Act (1995:1560) on the annual accounts of insurance undertakings,
7. insider information: information about an undisclosed or not generally known circumstance that is likely to significantly affect the price of financial instruments, and
8. regulated market: it referred to in Chapter 1. 5 § 20 the securities market Act.
If two legal persons owning so many shares in another Swedish or foreign legal entity that they have half of the votes for all shares or units, however, for the purposes of this Act the former legal entities equivalent to the parent company and the latter legal entity equivalent to subsidiaries.
Law (2015:959).
1 a of The provisions on stock market companies should also
apply to
1. Swedish limited liability companies that have issued shares which are the subject
to trading on a regulated market in another State within the
The European economic area, and
2. foreign companies that have issued shares admitted
to trading on a regulated market in Sweden and which do not have
its registered offices within the European economic area, if
Sweden is the home Member State under Chapter 2. 39 § Act (1991:980)
the financial instruments trading act.
It provided for if the natural persons who have insiders
in listed companies shall also apply to natural persons
that has insiders of companies referred to in the first subparagraph.
Law (2012:381).
section 2 of the provisions concerning limited liability shall also apply to
equity financial instruments, such as subscription right,
or provisional certificates, warrants, convertible debentures,
debentures with warrants,
participation certificates, stock option and share term. The issuance of
call option shall be treated as the sale of the shares option
concerns while the issuance of put option shall be treated as
acquisition of the shares.
If the financial instruments owned by two or more with
co-ownership, a part-owner for the purposes of this Act
considered to be the owner of so many of the instruments that respond to the
his castle in the joint ownership.
Notification obligation
Insiders
section 3 of the following natural persons considered under this Act have
insiders of the listed companies:
1. Member or alternate of the company or its parent company
Board of Directors,
2. the Executive Director or Deputy Executive Director in
the company or its parent company,
3. auditor or Vice-auditor of the company or its
the parent company,
4. partner in a trading company which is its parent undertaking,
not, however, limited partner,
5. holders of different managerial capacity or other
qualified mission of a permanent nature for the company or
its parent company, if the position or assignment typically
likely to have access to non-public information about
such a relationship that may affect the price of the shares in
the company,
6. management personnel or contractors under 1-3 or
other senior executives of a subsidiary, whether he
normally likely to gain access to non-public
information about such a relationship that could affect the course of
shares in the company,
7. the owner of the shares in the company, representing at least ten per cent
of the share capital or of the voting rights for all of the shares in
company, or owns shares in this scale together with
such natural or legal person who is a shareholder
related party disclosures as set out in paragraph 5, first subparagraph, and
8. the first subparagraph of paragraph 5 of the related 4 or 5 owns
shares in the company, representing at least ten per cent of
the share capital or of the voting rights for all of the shares in
the company.
The financial supervision authority shall, at the request of listed company
or its parent rule on a senior management
or contractors have such a leadership position or a
such qualified tasks referred to in the first subparagraph 5 or
6.
In the case of the European company is applied it is stated in the first paragraph
1 if a Board member at the Member or alternate of the management,
management or supervisory body. Law (2007:371).
Notification of persons with insiders
section 4 of the one who has the insiders of a listed company shall
in writing notify the holding of shares in the company and change in
holding to the FSA.
Notification requirement does not apply
1. before it referred to the first subparagraph of paragraph 3 of 5 or 6 taken
received notification under section 7 or 8,
2. If the change in holdings of bonus issue or by
to a stock's par value was changed by a stock split
or merged with any other stock, or
3. acquisition of subscription rights by shareholders ' pre-emption rights
upon issuance, disposal or provisional certificates through conversion to
share acquisition by assignment of redemption right.
Of section 5 States that the notification requirement also covers some
related parties ' shareholdings.
The financial supervision authority may grant exemption from the
the notification requirement if the equivalent information can be obtained at
otherwise. Law (2007:371).
§ 5 in the case of application of paragraph 4, first subparagraph, first sentence
the following shares in the listed company to be equated with the
sign-up to keep their own, namely those which are owned by
1. spouse or partner to the notifier,
2. underage children who are under the obligation of notification
custody,
3. other related to the reporting duty than those
referred to in 1 and 2, if they have common household with him or
her for at least one year,
4. legal entity whose activities the reporting duty has
a significant influence over and in which the
reporting duty or any referred to in 1 to 3 or more of the
them together hold
-holding, amounting to 10% or more of
share capital or shares, or
-economic interest, including the right to receive ten percent
or more of the proceeds, or
-voice share, amounting to 10% or more of the voting rights
for all of the shares or of the voting rights of the highest
decision-making body,
5. legal entity whose activities the reporting duty has
a significant influence over and in which the
reporting duty or any referred to in 1 to 4 or more of the
together possess such a proportion of ownership, economic
or voting rights referred to in 4.
If several persons are obliged for the same shareholding
or for a change in ownership, need notification be made only by
one of them, Law (2005:382).
section 6 of the notification referred to in paragraph 4 If the shareholding or change in
the holding shall be submitted to the financial supervision authority not later than five
business days after the
1. share in the company admitted to trading on a regulated
market in Sweden,
2. insiders is incurred under section 3(1) 1-4
or 7 or covered by section 3(1) 5 or 6
receipt of the notification under section 7 or 8,
3. the notifier entered into an agreement to acquire or
disposal of shares in the company or any other change in
shareholding, or
4. the notifier a knowledge that related, as
referred to in section 5, holds or has entered into an agreement to acquire or
disposal of shares in the company or to any other change in
the related parties ' shareholdings. Law (2007:558).
Listed companies ' obligations
paragraph 7 of A listed company shall notify the financial supervision authority
the people who have insiders of the company or its
subsidiaries under section 3(1), 1-3, 5 and 6 and
changes to such insiders last fourteen days from the
that insider status occurred or changed.
Listed company shall simultaneously notify
people with insiders under section 3(1) 5 or
6 If the notification.
section 8 A publicly traded corporate parent undertaking shall notify to the
The Swedish financial supervisory authority which people in the parent company has
Insiders under section 3(1) 1-5 and changes in
such insiders last fourteen days from the
insider status occurred or changed. The parent company
shall simultaneously notify the people with
Insiders under section 3(1) 5 on notification.
Insider register
paragraph 9 of the financial supervision authority shall keep, or cause to maintain records
(transparency) of the notifications made pursuant to 4, 7 and 8 of the
or, in the case referred to in paragraph 4, above, however,
respondent information provided from other registers.
Information that is no longer subject to the notification obligation may
removed from the register. The data shall be kept for at least
ten years after they had been removed.
The register shall be kept with the help of automatic data processing.
The FSA is a data controller under the
personal data Act (1998:204) for the treatment of
personal data by the registry. The inspection shall at
as appropriate, inform the data subjects of the registry.
The register shall be public.
section 10/expires U: 2016-03-01/
Information to be notified in accordance with paragraph 4 may, with the permission
by the Swedish financial supervisory authority be transferred to transparency the register by
automatic data processing. Such authorisation may be granted only to
the who's managers in accordance with Chapter 3. section 7 of the Act (1998:1479) on
accounting of financial instruments.
section 10/entry into force: 03/01/2016
Information to be notified in accordance with paragraph 4 may, with the permission of the financial supervision authority transferred to the Insider register through automatic data processing. Such authorisation may be granted only to those who are managers in accordance with Chapter 3. section 7 of the Act (1998:1479) on CSDs and the accounting of financial instruments. Law (2016:57).
List of persons with access to insider information
10 a of a Swedish limited company which has issued transferable
securities pursuant to Chapter 1. 4 paragraph 2 (a) or (b) the law
(2007:528) securities which have been admitted to
trading on a regulated market, or any such transferable
securities for which a request for admission to trading has
submitted, shall maintain a list of physical
persons who due to employment or commissioned work for
the company and having access to inside information relating to the
the company. The list shall indicate the reason
to the person entered in the list and the date on which the
was last updated.
The list shall be updated as soon as conditions change.
The list shall be kept for at least five years after the
established or, if it has been updated, after the date on which the
was last updated. The list shall, on request, be submitted to the
The Swedish financial supervisory authority.
The company shall ensure that the persons listed in
the list at the same time notified in writing what this
means. Law (2007:558).
10 b of Government or, after the Government's authorization,
The financial supervision authority may provide for a
list referred to in paragraph 10 (a) shall contain, and whether the notification
to those in the list. Act (2005:382).
Notification obligation of authorities and municipalities
11 § if necessary, taking into account the availability of price-sensitive
information within a public authority, the Government may decide that the
of the authority shall be a register of holdings of
financial instruments in respect of the members of the Board of Directors and the
employees, contractors or other officials
the agency determines, taking into account their insiders.
A municipality has the equivalent powers referred to in the first subparagraph
in the case of members and deputies of local government bodies as well as
workers, contractors and other officers of the
the municipality.
The subject of a list drawn up on the basis of
This section shall notify the authority in writing his
holdings of financial instruments and changes in ownership.
Notification obligation for certain employees and contractors
section 12 of The employees or contractors at a
securities or stock exchange, which normally can be assumed to have
access to non-public information about the circumstances
that may affect the price of financial instruments, shall
the employer shall notify in writing the holdings of financial
instrument and the change in ownership.
For the purposes of applying the first subparagraph, the following financial
instruments comparable to the offender's own registration,
namely those owned by
1. spouse or partner to the notifier,
2. underage children who are under the obligation of notification
custody. Law (2007:558).
paragraph 13 of the Securities and stock exchanges shall record
of such notifications on holding of financial instruments
made under section 12.
If a securities firm or a stock exchange fails to bring
such a list referred to in the first subparagraph,
The financial supervision authority shall submit to the company to make the correction.
Law (2007:558).
section 14 of the Government or, by authority of the Government,
The financial supervision authority may provide for the
the notification required under section 12 and what a list referred to in
section 13 shall contain.
Periods when trading is prohibited
section 15 of the one under section 3(1) 1-3 have insiders
in a publicly traded company before a regular interim report
not trade in shares in the company during the thirty days before
the report is published, the date of publication
included.
The same is true for
1. natural and legal persons, whose shares under paragraph 5 of the
shall be treated as shares held by persons referred to in
first subparagraph, and
2. publicly traded company trading in own shares.
It is said in the second paragraph 2 shall not apply to acquisitions
of own shares pursuant to Chapter 7. section 6 of the Act (2007:528)
the securities market or when a previous sale
provided by law. Law (2007:558).
section 16 notwithstanding section 15,
1. the shares are sold under the terms of a takeover bid
for the purchase of shares,
2. sale of assigned emission rights and
redemption rights and other similar dishes such as
conversion rights.
If there are serious reasons, the financial supervision authority may permit
Additional derogations from the prohibition under section 15.
Act (2005:382).
Supervision
section 17 of the Finnish financial supervisory authority supervises compliance with this
law is followed.
section 18 of Chapter 6. 1 a of the Act (1991:980) financial instruments trading
instrument provides for the right for the FSA
to get the information it needs to monitor
compliance with the provisions of this law. Act (2005:382).
VITE
section 19 of the penalty payment must be set out in the orders according to section 13, other
paragraph. Act (2005:382).
Special fee
section 20 of the financial supervision authority shall decide that the special fee
shall be collected by the
1. failing to notify within the prescribed period or leave
notification according to § 4, 7 or 8 or 10 a of the third
subparagraph,
2. leave the false or misleading indication in relation to
notification or obligation under any of
the said clauses,
3. dealing in shares in contravention of section 15,
4. completely or partially fails to bring a list referred to in
10 a of or, on request, provide the list to the
The Swedish financial supervisory authority. Act (2005:382).
paragraph 21 of the special fee is calculated as follows:
1. in case of failure to notify under paragraph 4 or when
false or misleading indication has been provided in relation
the notification obligation referred to in the same paragraph: 10% of the
the consideration for the shares or, if the consideration has not been paid,
15 000 kroons,
2. failure to notify or give notice
or data under section 7 or 8 or 10 a paragraph
or when inaccurate or misleading indication has been provided at
performance of the notification obligation or under
the same paragraphs: 15 000 SEK,
3. in the event of a breach of section 15:10 per cent of the consideration for
the shares,
4. in case of total or partial failure to keep a list
According to section 10 (a) or, on request, submit it to the
Finansinspektionen: between 0.005 and 0.01% of the company's
quoted market value at the end of the month prior to the decision,
a minimum of 15 000 and not more than 1 000 000 kroons. If listed
market value is missing at the end of the month preceding the decision,
should the market value on the date of listing used.
Fee referred to in the first subparagraph 1 or 3 shall amount to not less than
15 000 and a maximum of 350 000 SEK. Act (2005:382).
section 22 before the decision on the special levy shall be notified
given the opportunity to comment on the case of the Swedish financial supervisory authority.
The decision to levy a fee shall be granted if the person concerned
not later than two years from the time the infringement took place have
notification of the statement that the issue of the special fee has been
up by the inspection. Act (2005:382).
section 23 of the infringement is minor or excusable or otherwise
There are special reasons, receive special fee remitted entirely or
partially. Act (2005:382).
section 24 of the special levy shall be paid to the financial supervisory authority and the
to the State. Provisions for the collection of such fee
see Act (1993:891) for the recovery of State assets.
Upon recovery, enforcement take place according to the enforcement code.
Appeal
section 25 of the 22 a of the Administrative Procedure Act (1986:223) contains provisions
If an appeal to the administrative court.
The Inspectorate may, in the case of any other decision than those that apply
specific charge shall order that the decision shall take effect immediately.
Cost of supervision
section 26 for the FSA's supervision in accordance with the
This law requires the institutions under inspection
supervision to pay annual dues in accordance with the detailed rules
as the Government Announces.
Transitional provisions
2000:1087
1. this law shall enter into force on 1 January 2001. By
into force of the provision to the insider Act (2000:1086)
It appears that the insider law (1990:1342).
2. The notification referred to in paragraph 4 If the shareholding or alteration of holding
relating to conditions before the entry into force may be made within the
time prescribed in section 13 the insider law (1990:1342).
2005:382
1. this law shall enter into force on 1 July 2005.
2. in the case of a notification under paragraph 4 If the shareholding or modification
in possession which relate to the conditions before the entry into force
apply older provisions in sections 5 and 6.
3. in the case of the specific charge relating to measure any
taken prior to the entry into force or before the entry into force
failed to take within the prescribed period, the older
provisions except in so far as it relates to section 23.
4. the obligation to take up a person on a list referred to in
10 a of does not apply in respect of any inside information that he
or she had access to prior to the entry into force.
