Chapter 1. Introductory provisions



1 §/expires U: 2016-02-01-in this law means



financial instruments: it referred to in Chapter 1. section 4 first

paragraph 1 Act (2007:528) on the securities market,



transferable securities: listed in Chapter 1. section 4 first

paragraph 2 law on the securities market,



money market instruments: it referred to in Chapter 1. section 4 first

paragraph 3 the securities market Act,



stock market: it referred to 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,



regulated market: it referred to in Chapter 1. 5 § 20 Act on

the securities market,



EEA: European economic area,



signed settlement system: it referred to in section 2 of the Act

(1999:1309) about the system for settlement of obligations on

financial markets,



interlocking system: as set out in section 2 of the Act on the system of

settlement of obligations on financial markets,



the prospectus directive: European Parliament and 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,

as last amended by European Parliament and Council directive

2010/78/EC,



the prospectus regulation: Commission Regulation (EC) no

809/2004 of 29 april 2004 implementing

European Parliament and Council Directive 2003/71/EC as regards

information contained in prospectuses as well as the design of these, transposition

by reference and publication of such prospectuses and

dissemination of advertisements,



issuer: in the case of shares the Corporation and in respect of other

financial instrument issuer or issuer of

the instrument,



equity based transferable securities:



1. shares and negotiable securities treated as

share, such as or provisional certificates, bonus shares and subscription rights,

as well as the



2. transferable securities, such as convertible in which the right to

request the conversion applies to the issuer and the warrant,

giving the right to acquire such securities as referred to in 1

through conversion or the exercise of another right as

Security is a carrier of, if the security is issued by

the issuer of the share that right relates to or

of a company which is a member of the same group as the issuer,



qualified investors:



1. the accounts referred to in Chapter 8. section 16 of the law on

the securities market, unless the customer has requested to be

treated as a retail client,



2. the accounts referred to in Chapter 8. section 17 of the law on

the securities market,



3. the entity referred to in Chapter 8. section 19 of the law on

the securities market, unless this unit has requested to be

treated as a retail client, as well as



4. customer referred to in point 13 of the entry into force and

the transitional rules to the securities market Act,



offering programme: an application for issuance of non

equity securities of a similar kind or

category, in a continuous or repeated manner during a

specified issuing period,



takeover bid: a public offer to

holders of shares that have been issued by a Swedish or

foreign company to transfer all or part of these

shares to the offeror,



bidders: anyone who leaves a public takeover offer,



target companies: companies whose shareholders a public

takeover bid is made;



transparency directive: European Parliament and 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 regulated market and

amending Directive 2001/34/EC, as last amended by

European Parliament and Council directive 2010/78/EC,



key information: substantial and well structured information

to be provided to investors with the following content:



1. a brief statement of the essential facts and

risks associated with the issuer, any guarantor,

including assets, liabilities and financial position,



2. a brief statement of the essential facts and

risks associated with investment into securities,

including any rights attaching to

the security,



3. General terms and conditions of the offer, including an estimate of the

the costs to the issuer or the offeror takes out of

the investor,



4. detailed information on the admission to trading, and



5. reasons for the offer and use of the funds

the issue brings, as well as



companies with reduced market capitalization: a company whose transferable

securities are admitted to trading on a regulated market and

that have an average market capitalization of less than 100 million

euro calculated on the closing price for the previous three

calendar years. Law (2012:378).



the entry into force of § 1/in: 2016-02-01-in this law means



financial instruments: it referred to in Chapter 1. 4 paragraph 1 Act (2007:528) on the securities market,



transferable securities: listed in Chapter 1. 4 paragraph 2 law on the securities market,



money market instruments: it referred to in Chapter 1. 4 paragraph 3 the securities market Act,



stock market: it referred to in Chapter 1. 5 § 3 the securities market Act and such foreign companies authorised to operate a regulated market from the branch in Sweden,



regulated market: it referred to in Chapter 1. 5 § 20 the securities market Act,



EEA: European economic area,



signed settlement system: it referred to in section 2 of the Act (1999:1309) about the system for settlement of obligations on financial markets,



interlocking system: as set out in section 2 of the Act on the system for the settlement of obligations on financial markets,



the prospectus directive: European Parliament and 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, in wording pursuant to European Parliament and Council Directive 2013/50/EU,



prospectus regulation: Commission Regulation (EC) no 809/2004 of 29 april 2004 implementing Directive 2003/71/EC as regards information contained in prospectuses as well as the design of these, incorporation by reference and publication of such prospectuses and dissemination of advertisements, in wording as laid down in Commission Regulation (EU) 2015/1604,



issuer: in the case of shares, the limited liability company and in case of another financial instrument issuer or the issuer of the instrument,



equity based transferable securities:



1. shares and negotiable securities treated as shares, such as or provisional certificates, bonus shares and subscription rights, as well as



2. transferable securities, such as convertible bonds, where the right to request conversion accrue to the issuer and the warrant, which gives the right to acquire such securities referred to in (1) through conversion or the exercise of another right that security is a carrier of, if the security is issued by the issuer of the share that right relates to or by a company which is a member of the same group as the issuer ,



qualified investors:



1. the accounts referred to in Chapter 8. section 16 of the securities market Act, unless that customer has requested to be treated as a retail client,



2. the accounts referred to in Chapter 8. section 17 of the securities market Act,



3. the entity referred to in Chapter 8. section 19 of the securities market Act, unless this unit has requested to be treated as a retail client, as well as



4. customer referred to in point 13 of the entry into force and transitional provisions to the law on the securities market,



offering programme: an application for the issuance of non-equity-related securities of a similar kind or category, in a continuous or repeated manner during a specified issuing period,



takeover bid: a public offer to the holders of shares that have been issued by a Swedish or foreign company to transfer all or part of these shares to the offeror,



bidders: anyone who leaves a public takeover offer,



target companies: companies whose shareholders a takeover bid is made;



transparency directive: European Parliament and 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 regulated market and amending Directive 2001/34/EC, in wording pursuant to European Parliament and Council Directive 2013/50/EU,



key information: substantial and well structured information to be provided to investors with the following content:



1. a brief statement of the essential details of and risks associated with the issuer, any guarantor, including assets, liabilities and financial position,



2. a concise statement of the essential details of and risks associated with investment into securities, including any rights attaching to the securities,



3. General terms and conditions of the offer, including an estimate of the costs to the issuer or the offeror takes out of the investor,



4. detailed information on the admission to trading, and



5. reasons for the offer and use of the funds issue brings, as well as



companies with reduced market capitalization: a company whose securities are admitted to trading on a regulated market


and who have an average market capitalization of less than EUR 100 million based on the closing prices of the previous three calendar years. Law (2015:958).



section 2 of the Trade with financial instruments shall be operated so that

public confidence in the securities market and

individual equity stakes are not unduly compromised.



paragraph 3, the provisions of this law shall not apply in the

extent that would be contrary to the provisions of the press and

freedom of expression in the freedom of the Press Act or

freedom of expression. Act (2005:378).



Chapter 2. Prospectus



The prospectus obligation



(1) a prospectus shall be drawn up when transferable securities

are offered to the public or admitted to trading on a

regulated market, subject to paragraphs 2-7.

Law (2007:535).



Exemptions from the prospectus obligation



General



section 2 of the Regulations on prospectuses in this law does not apply, if

the transferable securities consist of



1. participating interests



(a)) in a mutual fund or in such UCITS

referred to in Chapter 1. section 7 of the Act (2004:46) about mutual funds,

or



(b)) in a special fund or in such options

Investment Fund referred to in Chapter 4. 2, or section 3 of the Act

(2013:561) on alternative investment funds,

or



2. money market instruments with a maturity of less than one year.

Team (2013:564).



paragraph 3 of the Prospectus need not be made out, if the transferable

the securities



1. unconditionally and irrevocably guaranteed by a State in

The EEA or by a county or a municipality, or an equivalent

regional or local authority in the EEA, or



2. is made up of non-equity securities which

issued by a Government or a central bank in the EEA, of a

County or a municipality, or a corresponding regional or

local authority within the EEA or of an intergovernmental organization

in which one or more States in the EEA members.

Law (2007:535).



Public offer



4 § When transferable securities are offered to the public

a prospectus need not be established, if



1. the offer is made only to qualified investors,



2. the offer is made to fewer than 150 persons or

legal entities that are not qualified investors, in

a State within the EEA,



3. This offer applies to the purchase of securities for a

amount equivalent to at least EUR 100 000 for each investor,



4. each of the transferable securities has a

nominal value equal to at least EUR 100 000, or



5. the total in the EEA, shall be paid by the

investors during a period of twelve months is equivalent to not more than 2.5

million euros.



If a valid prospectus is available and the issuer or the

responsible for drawing up the prospectus under section 9 in a

written agreement have agreed that it is used in the

resale through financial intermediaries or at

final placement of securities, need

additional prospectus will not be established. Law (2012:378).



§ 5 When transferable securities are offered to the public

a prospectus need not be made out, if the offer relates to the



1. shares issued in Exchange for shares of the same class and

the issue does not involve any increase in the share capital of the company,



2. transferable securities offered as consideration in connection

with a public tender offer, when the FSA

has approved the offer document referred to in Chapter 2. the law

(2006:451) concerning public offers on the stock market,



3. the shares offered, allotted or to be allotted in connection

with a merger, when it has drawn up a document

reviewed by the FSA under 2 (b). and

the inspection has not informed the decision referred to in 2 (b). 3 § If

a prospectus shall be drawn up,



4. the shares offered, allotted or to be allotted in connection

with a split, when it has drawn up a document

reviewed by the financial supervision authority pursuant to 2 c. and

the inspection has not informed the decision referred to in 2 (c). 3 § If

a prospectus shall be drawn up,



5. distribution of profit in the form of shares of the same class

as the shares in respect of which the dividends are attributable to, when a

documents containing information on the shares and on the

the motifs and detail of the offer is made

available, or



6. transferable securities which are current or former

employees or directors of a company are offered,

awarded or to be awarded by the company or by a

related companies, when the undertaking has its registered office or

Headquarters within the EEA and a document containing

information on the transferable securities and the reasons

and detail of the offer is made available.



The exemption provided for in the first paragraph 6 shall also apply to companies

established outside the EEA whose transferable securities are

admitted to trading on a regulated market within the EEA or

a market outside the EEA which, according to the decision of the European

the Commission considered to be equivalent to a regulated market.



Is the transferable securities listed on a market outside the

EEA, deemed to be equivalent, sufficient information,

including a document that contains information about the

transferable securities as well as about the motives and the detailed

modalities of the offer, to be made available in a language

widely used on the international financial markets.



The Swedish financial supervisory authority, the European Commission request

equivalence decision for a market outside the EEA.

Law (2012:378).



Admission to trading



6 § When transferable securities are admitted to trading on a

regulated market need a prospectus is not established, if



1. number of shares for which applied for admission to trading

over the past 12 months, equivalent to less than ten

% of the number of shares of the same class as at the beginning of the

the 12-month period was admitted to trading on the same

regulated market,



2. the shares are issued in Exchange for shares of the same class, as

are already admitted to trading on the same regulated market

and the issue does not involve any increase in the company's

share capital,



3. transferable securities offered as consideration in connection with

a public takeover offer, when the FSA has

accepted the offer document referred to in Chapter 2. the law

(2006:451) concerning public offers on the stock market,



4. the shares offered, allotted or to be allotted in connection with

a merger, if it has drawn up a document

reviewed by the FSA under 2 (b). and

the inspection has not informed the decision referred to in 2 (b). 3 § If

a prospectus shall be drawn up,



5. shares offered, allotted or to be allotted in connection with

a split, when it has drawn up a document

reviewed by the financial supervision authority pursuant to 2 c. and

the inspection has not informed the decision referred to in 2 (c). 3 § If

a prospectus shall be drawn up,



6. the shares offered, allotted or to be allocated to the shareholders

free of charge and on the distribution of profit in the form of shares

of the same class as the shares in respect of which the dividend relates to,

When the shares are of the same class as the shares already

admitted to trading on the same regulated market and

documents containing information on the shares and on the

the motifs and detail of the offer is made

available,



7. transferable securities offered, allotted or to be

awarded to current or former employees or

Directors of the company or by a related

companies, when the securities are of the same nature as the securities

that are already admitted to trading on the same regulated

market and a document that contains information about the

transferable securities as well as about the motives and the detailed

modalities of the offer is made available, or



8. shares have been added by way of conversion or exchange of

transferable securities or by use of

warrants, when the shares are of the same nature as the shares

that are already admitted to trading on the same regulated

market. Law (2012:378).



7 § When transferable securities are admitted to trading on a

regulated market need a prospectus is not successful then the

transferable securities of the same class since more than 18

months are admitted to trading on another regulated market,

If



1. the transferable securities of the same class was admitted to

trading on that other regulated market with the support of



a) an approved prospectus published in accordance with the rules

similar to those in sections 28-30 and the securities were taken up to

trade for the first time after 31 december 2003, or



(b)) a prospectus approved in accordance with the requirements of Council directive

80/390/EEC of 17 March 1980 coordinating the requirements for the

the drawing-up, scrutiny and distribution of the prospectus to be

published at the admission of securities to official

Stock Exchange listing, as last amended by European Parliament

and Council Directive 94/18/EC, or European Parliament and

Council Directive 2001/34/EC of 28 May 2001 on the admission of

securities to official listing and on information to be

be published in respect of such securities, as last amended

by Directive 2005/1/EC, and

the securities were first admitted to trading before 1 January 2004,



2. the issuer has complied with current obligations on the other

regulated market and



3. the applying to the transferable securities shall

admitted to trading on the regulated market establishes a

summary document in a language that the FSA in

a particular case decides and publishes the document according to the

section 29.



The document referred to in the first subparagraph 3 shall contain information


equivalent to that under section 14 shall be included in the summary.

The document should also contain information on where the latest

the approved prospectus can be obtained and where the financial information

published by the issuer as a result of the current requirements for

the publication is available. Law (2007:535).



Prospectus drawn up even though the prospectus obligation not

exists



section 8 If a prospectus is drawn up in the cases referred to in paragraphs 3 to 7,

are the provisions of this law and the prospectus regulation

applicable. Act (2005:833).



Responsibility for drawing up of the prospectus



Public offer



section 9 During a public offer that includes emission

of transferable securities, the prospectus shall be drawn up by the

the issuer.



In case of a public offer for the purchase of shares,

convertible securities, warrants or subscription rights that

left by someone who holds such transferable securities

, the prospectus shall be drawn up by the joint stock company which has released

the securities. Anyone who intends to submit such an offer

shall inform the Management Board of the company at the latest six weeks before the

date of purchase no earlier than envisaged.



For other offers to the public than those referred to in

the first and second subparagraphs, the prospectus shall be drawn up by the

leaving the offer.



A limited company may charge its costs of

draw up a prospectus in accordance with the second subparagraph of the

the offer. If the offer is made of several, the costs

be divided between them in proportion to the number of securities of the

the same kind as each one offers to the public.

Law (2007:535).



Admission to trading



10 § in the case of an application relating to transferable securities shall be

to trading on a regulated market, the prospectus shall

established by the person making the application. Law (2007:535).



Prospectus content



section 11 of the prospectus shall contain all relevant information concerning

the issuer and the transferable securities that are necessary

for an investor to make an informed assessment

of the issuer and any garants assets and

liabilities, financial position, results and prospects

and of the transferable securities. This information should be

written so that it is easy to understand and analyze.



Further provisions on the information that a prospectus

should contain, see the prospectus regulation and article 4(1) of

European Parliament and Council Regulation (EC) No 1060/2009 of the

16 september 2009 on credit rating agencies.

Law (2010:1009).



section 12 before the establishment of a prospectus and at

publication of it pursuant to §§ 28-30 may, in order to

establish and publish the prospectus and notwithstanding section 21

personal data Act (1998:204), the personal data being processed

as the prospectus shall contain. To the extent required

According to §§ 28-30, personal information contained in the prospectus carried over

to a State outside the EEA. Act (2005:833).



The design of the prospectus



section 13 a prospectus shall be drawn up as one or three separate

document. In the latter case, the information contained in the prospectus

divided in a registration document, a securities note and

a summary. Of section 16, it can be shown that a prospectus in certain

case, be drawn up in the form of a base prospectus.



The registration document shall contain information on the

the issuer. The securities note shall contain information on the

transferable securities. The summary shall contain the

information referred to in section 14.



If an issuer has a registration document approved

and registered by the FSA and valid under section 24,

It is enough that the issuer prepares a securities note and

a summary when transferable securities are offered to the

public or admitted to trading on a regulated market.

It has, after the latest registration document and

any addition under section 34 approval, occurred a

change or event that could affect a

Investor's assessment, the information on this is given in

the securities note, although such information would normally be

provided in the registration document, or by the addition of

accordance with § 34. Securities note and the summary note shall

be approved by the Swedish financial supervisory authority under section 25. Law (2012:378).



section 14 of the prospectus should include a brief summary

that is easy to understand. The summary should have a

standardized design and convey key information.



The content and format of the summary shall, together with the

the other parts of the prospectus, provide adequate

information on the transferable securities.



The summary should also include



1. that it should be seen as an introduction to the prospectus,



2. any decision to invest in the transferable

the securities shall be based on an assessment of the prospectus in

as a whole,



3. an investor who brings an action before the Court of

reason of the information contained in a prospectus may be required to

responsible for the costs of translation of the prospectus;



4. a clear warning about the limitation of liability for

the contents of the summary under section 15.



The prospectus does not have to include a summary, if it

established as non-equity securities,

each of which has a nominal value equal to at least

EUR 100 000, to be admitted to trading on a regulated market.

Law (2012:378).



section 15 no person shall be held responsible for the information contained in the

or is missing in the summary or a translation of the

only if the summary or translation is misleading

or improper in relation to the other parts of the

the prospectus or summary, along with the other

parts of the prospectus, not convey key information.

Law (2012:378).



section 16 a prospectus shall be drawn up in the form of a base prospectus, if

the transferable securities consist of



1. non-equity securities issued in

the context of an offering programme,



2. debt securities referred to in the Act (2003:1223) If issue

of covered bonds, issued in a continuous or

repeatedly, or



3. mortgage bonds repeatedly offered

to the general public in Sweden by a credit institution whose principal

purpose is to grant mortgage loans, provided that



a) bonds are part of a loan intended to be issued in

tap during a specified issuing period,



b) issue terms cannot be changed during the issuing period;



(c)) the amounts obtained from the issues according to the issuer's

articles of incorporation are placed in assets which provide sufficient

coverage of the commitments arising from the bonds.



A base prospectus need not include the final terms

for an offer of transferable securities to the public.

Law (2007:535).



section 17/expires U: 2016-01-01/

If a base prospectus or a supplement to this not

contain the final terms of an offer of

transferable securities to the public, the issuer shall so

soon it is possible



1. submit the conditions of the financial supervision authority for registration,



2. inform the relevant competent authority in another State within the

The EEA on the conditions, and



3. publish the terms and conditions under section 29.



The final terms will contain only information related to the

the contents of the securities note. Law (2012:378).



section 17/entry into force: 01/01/2016

If a base prospectus or a supplement to this not

contain the final terms of an offer of

transferable securities to the public, the issuer shall so

soon it is possible give in terms of financial supervision authority

for registration and publish them in accordance with section 29.



The final terms will contain only information that

stir the contents of the securities note.



The financial supervision authority shall as soon as possible, inform the

relevant competent authority in another State within the EEA and

European Securities and markets authority

the terms and conditions. Law (2015:712).



Omission of information



section 18 Of the final price or the number of transferable

securities to be offered to the public cannot be specified

in the prospectus, such information is omitted. In this case, the

the investors have the right to revoke its notice of purchase or

drawing of the transferable securities, if the prospectus is not in

site contains details of the criteria or conditions

shall be applied to determine the price or the number of

transferable securities or, in the case of price, the

highest price.



When the price or the number of transferable securities are

set final, shall these data be submitted to the

The financial supervisory authority and shall be published in accordance with section 29.



A revocation referred to in the first subparagraph may be made within five

working days of the final fixed price and number of

"transferable securities" has been published. Law (2007:535).



section 19 of the financial supervision authority may, in a particular case, decide to

information required under paragraph 11 or under

prospectus regulation may be omitted in a prospectus, if

the inspection finds that



1. publication of the information would cause serious

harm to the issuer, and the omission of the information does not

likely to mislead the public with regard to the

circumstances that are essential to a

informed judgement to be made in respect of the issuer,

the offer or any guarantor and the

transferable securities which the prospectus relates, or



2. the information is of minor importance and would not


affect the assessment as to the financial position

and prospects of the issuer, the

the offer or any guarantor.



Information required pursuant to the prospectus regulation, in

special cases may be omitted, if it is not relevant for

the issuer's sphere of activity or legal form, or for

the transferable securities the prospectus relates. If it is

possible, the prospectus must contain equivalent information.



If a prospectus prepared in accordance with section 8 and the transferable

the securities prospectus which refers to guaranteed under section 3, paragraph 1,

gets the information required under section 11, first subparagraph, or

According to the prospectus regulation is omitted with respect to the guarantor.

Law (2012:378).



Reference to other documents



section 20 Information may be provided in a prospectus by reference

to one or more of the published documents that have been previously

approved and registered by the Swedish financial supervisory authority or

published under Chapter 17. Act (2007:528)

securities market. The information will be a part of

the prospectus. Such reference shall not be made in the

the summary.



The references should be entered on a list which shall be annexed to

the prospectus. Law (2012:378).



Language rules



section 21 When transferable securities are offered to the public

or to be admitted to trading on a regulated market in Sweden,

to the prospectus drawn up in Swedish, if it does not comply with the

the provisions adopted pursuant to the third subparagraph, second

paragraph or section 23 of that it may be drawn up in another language.



When a prospectus relating to non-equity-related negotiable

securities each with a nominal value

equivalent to at least EUR 100 000 and to be admitted to trading

on a regulated market in Sweden, the prospectus shall be drawn up on the

a language used widely on the international

financial markets.



The Government or the authority that the Government may

announce additional rules about when the prospectus may be made out:

in a language other than Swedish. Law (2012:378).



section 22 When transferable securities are offered to the public or

admitted to trading on a regulated market in one or more

States within the EEA, but not in Sweden, the prospectus provided

submitted to the financial supervision authority for approval in accordance with section 25 of the

be drawn up in the Swedish, a language commonly used in the

international financial markets or in any other

Language Inspectorate decide in a particular case.

Law (2007:535).



section 23 If a prospectus has been approved by a competent authority of a

State of the EEA, in accordance with section 36 and relates to an offer of

transferable securities to the public in Sweden or a

application to transferable securities shall be

trading on a regulated market in Sweden, the prospectus may be

drawn up in a language that is widely used in international

financial markets. The financial supervision authority may, however, decide

a summary of the prospectus be translated into

Swedish. Law (2007:535).



The period of validity of the prospectus



section 24 a prospectus in accordance with section 13 or a base prospectus pursuant to

16 paragraph 1 is valid for a maximum period of twelve

months from the date of the approval in accordance with section 28.



A base prospectus pursuant to paragraph 16 (2) or (3) is

valid as long as it is issued transferable securities as referred to in

the prospectus.



A prospectus is valid under the first and second paragraphs only if the

any posts made under section 34. Law (2012:378).



Approval of prospectus



section 25 of the issue of the prospectus must be reviewed by the

The Swedish financial supervisory authority, if Sweden's home Member State.



In 37-39 § § provides for when Sweden's home Member State.



Approval shall be granted if the prospectus is full,

coherent and intelligible and otherwise complies with the requirements

laid down in this law and the prospectus regulation.



If Sweden is the home Member State where the issuer has not

registered office in a State within the EEA, the approval be given, if



1. the prospectus has been drawn up in accordance with the rules of the State

where the issuer has its registered office, and



2. information requirements under the rules of the State corresponds to

the requirements of this Act and the prospectus regulation. Law (2007:365).



section 26 of the financial supervision authority shall notify the decision on

the application for authorisation within ten working days of an

full request came in for inspection. If an offer

to the general public relate to transferable securities issued by a

an issuer who has not previously offered securities

to the public, and which have not previously been transferable

securities admitted to trading on a regulated market, shall

Finansinspektionen announce decision within 20 working days from

It came in a complete application to the supervision authority.



If an application needs to be completed, the financial supervisory authority

as soon as possible and at the latest within 10 working days from submission of the application

come on in to the inspection, notify the applicant and request

the necessary additions.



When the financial supervisory authority has approved a prospectus, the European

Securities and markets authority shall be informed of

the approval. Together with the notification shall

The FSA provide a copy of the prospectus.

The financial supervision authority shall also sign the prospectus.

Law (2012:189).



paragraph 27 of the financial supervision authority may decide that the application for

approval of prospectus shall be handed over to a competent

authority of another State within the EEA, if the authority has gone

and if notification of this has been done to the European

Securities and markets authority. The applicant shall be informed

If a delivery within three working days of the

The FSA took its decision. Law (2012:189).



Publication of the prospectus



section 28 a prospectus must be published, once it has been approved

and registered by the Swedish financial supervisory authority.



The prospectus shall be made public by the issuer, the

the offer or the applying to negotiable

securities to trading on a regulated market

as soon as possible and no later than the day before the registration period of the offer

begins to run or the transferable securities admitted to

trade. If a class of shares that have not been addressed

to trade are offered to the public and shall be addressed to the

trading prospectus shall be published at least six working days

before the offer expires. Law (2007:535).



section 29 of the prospectus to be published



1. in one or more newspapers with nationwide or

wide dissemination of the States within the EEA where an offer

of transferable securities to the public or an application

to transferable securities admitted to trading is done,



2. in printed form free of charge be made available

to the public at the regulated markets on which the transferable

securities are admitted to trading, or at the issuer's

Head Office and, where applicable, of the securities

involved in the offer,



3. on the issuer's website or, in the case

securities involved in the offer, on

the securities institution's website, or



4. on the website of the regulated market where

application to transferable securities admitted to trading

is done.



If a prospectus within the meaning of the first subparagraph 1 or 2,

the prospectus should also be published on the issuer's website

or, in the case of securities involved in the

the offer, the securities institution's website.

Law (2012:378).



section 30 Of the prospectus is published in electronic form, shall

investors who request it for free to get a paper copy of

the prospectus from the issuer, the offer, the

apply to transferable securities shall be

trading or securities involved in the

the offer.



When a prospectus is composed of multiple documents or contains

information has become a part of the prospectus by

reference under section 20, the documents or information

be published and circulated separately. An investor in

such cases on request for free access to a

paper copy of each document as specified in section 29 of the

the first subparagraph of paragraph 2. In every document shall specify where the

other documents belonging to the prospectus are available.



Additional provisions concerning disclosure of prospectus available

of the prospectus regulation. Law (2007:535).



section 31 of the financial supervision authority shall publish on its website

either all approved and registered a prospectus or a

list of those with any links to the

sites where the prospectus has been published.

The publication shall at all times comprise the prospectus to

have been approved over the past 12 months.



The financial supervision authority shall publish on its website

any supplement to the prospectus in accordance with section 34.

Law (2012:378).



Advertising and other information



32 § Advertising if an offer of transferable securities to the

public or to transferable securities shall be entered

to trading on a regulated market shall contain information

If a prospectus has been published or will be

published and where it is available or will be

become available.



The advertisement shall be drawn up and presented so that it is clear

It appears that this is advertising. Information in advertising,

not be false or misleading. The information shall

be consistent with the information given in the prospectus, if

This has been published, and otherwise with the information

According to § 11 shall be given in a prospectus.



Additional provisions on advertising, see

the prospectus regulation. Law (2007:535).




33 § other information, that does not constitute advertising, if a

offer of transferable securities to the public or

admission of securities to trading on a

regulated market provided by the issuer, the

the offer or the admission to

be consistent with the information given in the prospectus.



Regardless of whether the obligation to draw up a prospectus exists or

No, all essential information provided to any

investors should be provided to all investors who offer

is addressed to. Law (2007:535).



Supplement to prospectus



section 34 Every new fact, factual errors or oversights that can

affect the assessment of the transferable securities covered

of a prospectus and occurring or attention after

the prospectus has been approved but before the registration deadline for

the offer of transferable securities to the public are at

or, if it occurs later, the transferable

the securities admitted to trading on a regulated market, shall

be included or corrected in a supplement to the prospectus.

The summary, and any translations thereof, shall

supplemented if necessary to reproduce

the information in the Appendix.



The issue of acceptance of an amendment to a prospectus,

tested by the Swedish financial supervisory authority, if Sweden's home Member State.

The FSA will announce decisions on

application for approval of an extension within seven working days

from the application came in for inspection. The extension should

subsequently be made public in the same way that the prospectus has

published on. When the financial supervisory authority has approved a

supplements to the prospectus, the European Securities and

markets authority is notified of the approval. Together

with notification to the financial supervision authority provide a copy of

the add-in.



An investor who has made a notification of or otherwise

way agreed to purchase or subscribe for the transferable

securities covered by the prospectus have the right to revoke

the notification or consent of at least two working days

from the publication of the supplement, if



1. the prospectus relating to the offering of transferable securities

to the public,



2. notification or the consent was submitted before

publication, and



3. a new fact, factual error or discriminatory

occurred before the registration period for the offer is expired and

the transferable securities were delivered.



In the supplement to the prospectus shall last day for withdrawal

of notification or consent given. Law (2015:395).



Offers to the public or admission to trading in other

State within the EEA



35 § When the financial supervisory authority has approved a prospectus,

the inspection, at the request of the issuer or the

preparing the prospectus, submit a certificate of approval to

the competent authorities of the Member State or States in the EEA where a

offer of transferable securities to the public or

admission of securities to trading on a

regulated market is planned. The certificate and a copy of the prospectus

shall be submitted within three business days of the request

submitted to the inspection or, if the request is annexed to the application for

approval, within one working day of the approval of the

the prospectus. A certificate shall be forwarded to the European

Securities and markets authority. The issuer or the

that has drawn up the prospectus shall be notified of the certificate.



The certificate shall indicate



1. that the prospectus has been drawn up in accordance with the

the prospectus directive, and



2. where information has been omitted pursuant to § 19 and if so

the reasons for this.



If a foreign competent authority requires that all or part

the prospectus is translated, the translation is attached to the

request submitted to the financial supervision authority pursuant to the first

subparagraph and shall be forwarded to the other authority together

with the certificate and the copy of the prospectus.



The provisions in the first to third subparagraphs shall also apply for

any supplement prepared in accordance with section 34.

Law (2012:378).



Prospectuses approved in other States within the EEA



36 § a prospectus which has been approved by a competent authority of a

State of the EEA is valid for Sweden, if the FSA

from the competent authority, a certificate stating that the prospectus

have been prepared in accordance with the prospectus directive.

The financial supervision authority shall on its electronic website

publish a list of such certificates. List

shall be kept up to date and the information must be available during

at least twelve months. Law (2012:189).



Home Member State



37 § Sweden's home Member State, if the issuer has its registered office in

Sweden.



The first subparagraph shall not apply, if a State of the EUROPEAN ECONOMIC AREA has been selected

as the home Member State with regard to such transferable securities

referred to in paragraph 38. Law (2007:535).



38 § Sweden's home Member State, if the issuer, the

the offer or the applicant to the transferable

the securities will be admitted to trading on a regulated market

Choose Sweden as the home Member State in case of non-

equity securities that either



1. each with a nominal value equivalent to at least

EUR 1 000, or



2. include a right to acquire transferable securities

or receive a cash amount, unless the issuer has released

the underlying transferable securities or that has

made by a company within the group to which the issuer is included.



Sweden may be chosen as home Member State pursuant to the first subparagraph, if the

It is in Sweden as the transferable securities shall

offered to the public or has been or will be addressed to

trading on a regulated market. Law (2007:535).



39 §/expires U: 2016-02-01/Sweden is the home Member State if the issuer does not have a registered office in a

State within the EEA and other transferable securities other than

those referred to in paragraph 38, on



1. it is in Sweden as the transferable securities either

will be offered to the public for the first time after 31

December 2003 or will be admitted to trading on a

regulated market for the first time after that date, and



2. the issuer, the offer or the

that the transferable securities to trading

on a regulated market chooses, Sweden as the home Member State.



Sweden is also the home Member State with regard to any such transferable

the securities referred to in the first subparagraph when someone other than the

the issuer has chosen a home Member State of the EEA that are not

Sweden and the issuer later, under the same conditions as

in the first paragraph, choose Sweden as the home Member State.

Law (2007:535).



§ entry into force 39/in: 2016-02-01/Sweden is the home Member State if the issuer does not have a registered office in a State within the EEA and other transferable securities other than those referred to in paragraph 38, on



1. it is in Sweden as the transferable securities either will be offered to the public for the first time since november 26, 2013 or will be admitted to trading on a regulated market for the first time after that date, and



2. the issuer, the offer or the applicant to the transferable securities admitted to trading on a regulated market chooses, Sweden as the home Member State.



Sweden is not the home Member State of issuers referred to in the first subparagraph if the issuer changed their choice of home Member State in accordance with the conditions in Chapter 1. the second subparagraph of paragraph 8 of the Act (2007:528) securities market.

Law (2015:958).



§ entry into force 40/in: 2016-02-01/Sweden is also the home Member State of issuers which do not have a registered office in a State within the EEA and other transferable securities other than those referred to in paragraph 38, on



1. in addition to the issuer is required to draw up a prospectus have chosen a home Member State of the EEA that are not Sweden and the issuer later, under the same conditions as in section 39, choose Sweden as the home Member State, or



2. the issuer's securities are no longer admitted to trading on a regulated market in the State the issuer previously selected as home Member State and the issuer has chosen to Sweden must be new home Member State in accordance with Chapter 1. 8 § law (2007:528) securities market.

Law (2015:958).



2 a Cape. Public takeover bids



section 1 in Chapter 2. the Act (2006:451) on public takeover bids

on the stock market, there are provisions for the offeror's obligation

to establish an offer document and to apply for

approval of it. For such an Act, the provisions

in this chapter. Law (2006:454).



section 2 of The offer document must contain the information

needed to the shareholders of the target company to take a

properly informed decision on the bid.



The offer document shall indicate:



1. the terms of the offer,



2. the identity of the offeror and, where the offeror is a legal

person, its legal form, name and registered office,



3. the identity of persons acting in concert with

bidder and, in the case of legal persons, their

legal form, name and registered office as well as their relationship to

the offeror,



4. the shares subject to the offer,



5. the time allowed for acceptance of the bid,



6. the consideration offered for the shares covered by the

the offer, how the offer is funded and, if the consideration

consists of other than cash, a description of the consideration that

makes it possible to evaluate it,



7. the maximum and minimum number of shares for which the offeror offers

to acquire,



8. the number of shares in the offeree company and, in


where appropriate, persons acting in concert with

the offeror holds as well as the proportion of the share capital and

voting rights for all of the shares in the offeree company, which these shares

represents,



9. reasons for the offer,



10. the offeror's intentions with regard to future activities in

the offeree company and, in so far as this affected the bud-giving

the company,



11. the offeror's intentions with regard to the companies ' employees and

management, including any material change in the

conditions of employment,



12. the offeror's strategic plans for the corporations and the effects

as these may have on the communities in which the company

conducts business,



13. where applicable, the remuneration referred to in Chapter 6.

section 6 of the Act (2006:451) concerning takeover bids on

the stock market, with particulars of the way in which compensation shall

submitted and the method used to determine the

the,



14. an indication of any national legislation which, as a result of

tender offer will apply to the agreements

concluded between the offeror and shareholders in the target company.

Law (2006:454).



section 3 Of the consideration offered is of transferable

securities issued or held by the offeror, shall

the offer document, except as specified in section 2 include

information equivalent to that referred to in Chapter 2. and

prospectus Regulation shall be provided in a prospectus.

Law (2007:535).



section 4 of the offer document shall be drawn up in the Swedish, unless

The financial supervisory authority in a particular case decides that it may

drawn up in another language. Law (2006:454).



paragraph 5 of the financial supervision authority shall issue a decision within ten

working days from the time a full document

According to Chapter 2. section 3 of the Act (2006:451) if public

takeover bids on the stock market were submitted for approval.

Law (2006:454).



section 6, If the financial supervision authority finds that an offer document

referred to in paragraph 3 does not contain information equivalent to

the who according to Chapter 2. and the prospectus Regulation shall be in

a prospectus, the Inspectorate within ten working days from the

to a full offer document came in to the inspection

announce decision to a prospectus shall be drawn up in accordance with 2

Cape. The deadline for the FSA to announce a decision

is twenty working days from the time a complete

offer document came in for inspection, if the consideration

consists of transferable securities issued by an issuer which



1. has not previously offered securities to the

the public, and



2. has not previously been transferable securities admitted to

trading on a regulated market. Law (2007:535).



section 7 If a document needs to be supplemented,

The Swedish financial supervisory authority as soon as possible and at the latest within 10 working days from the

the action came in to the inspection, notify

acompanied and request the necessary additions. Law (2006:454).



section 8 Of Chapter 7. section 3 of the Act (2006:451) if public

takeover bids on the stock market shows that

The financial supervision authority may not accept an offer document, if

not the offeror has made such a commitment as referred to in 2

Cape. paragraph 1 of the Act. Law (2006:454).



§ 9 When the financial supervision authority has approved the offer document,

the inspection shall register the action and the offeror

publish it. The offer document may not be published

before it has been approved and registered. Law (2006:454).



section 10 of an offer document approved by a competent

authority in another country within the EEA is valid at one

public tender offer for shares in a foreign

joint-stock companies whose shares are admitted to trading on a regulated

market in Sweden.



The financial supervision authority may decide that such offer document

to be translated into Swedish.



The Swedish financial supervisory authority may also decide that such a

offer document must include information about how the owner of the

shares admitted to trading on a regulated market in

Sweden shall proceed to accept the offer and get

the consideration paid for itself as well as on the taxation of

the consideration. Law (2007:535).



section 11 of Chapter 2. 29-31 § § and § 34 shall also apply

for offer documents. Law (2006:454).



2 (b). Some mergers in which the consideration consists of shares



§ 1 in case of mergers pursuant to Chapter 23. Swedish companies Act (2005:551)

the provisions of this chapter, if the consideration for

the shareholders of the transferring company consists of shares in the

acquiring company and at least one of the companies is a public

joint-stock company. Law (2012:378).



section 2 of the boards of Directors of the transferring company and, by absorption, the

acquiring company shall draw up a document containing

information equivalent to that which shall be in a

prospectus and submit it to the financial supervision authority for review.

The review shall be an assessment of whether the document is

equivalent to a prospectus in Chapter 2. and

the prospectus regulation.



Document shall be made out on Swedish, unless

The financial supervisory authority in a particular case, decide that it shall

drawn up in another language. Act (2005:833).



§ 3 If the financial supervision authority finds that the document is not

the equivalent of a prospectus, the Inspectorate within ten

working days from the time a full document came in to

the inspection, notify the decision to a prospectus shall

be established. The deadline for the FSA to issue a

decision is instead 20 working days from the time a

full document came in for inspection, if a

transferring company and, by absorption, the acquiring company



1. has not previously offered securities to the

the public, and



2. has not previously been transferable securities admitted to

trading on a regulated market.



If a document needs to be supplemented, the financial supervisory authority

as soon as possible and at the latest within 10 working days from when the document

come on in to the inspection, notify acompanied and request

the necessary additions. Law (2007:535).



section 4 Of the Swedish financial supervisory authority has not informed the decision referred to in paragraph 3,

the document should be available for the shareholders of

transferring company for at least two weeks prior to the general meeting of shareholders

then each company shall decide on the approval of

the merger plan. Copies of the document will immediately and at no cost

sent to those shareholders who request them and provide their

postal address.



As provided in the case of a shareholder of the transferring

the company in the first subparagraph shall also apply in respect of

shareholders in the acquiring company in the cases referred to in Chapter 23.

second paragraph of section 15 of the Swedish companies Act (2005:551).

Law (2010:2055).



2 c Cape. Some divisions in which the consideration consists of shares



§ 1 in case of shares under 24 Cape. Swedish companies Act (2005:551)

the provisions of this chapter, if the consideration for

the shareholders of the transferring company consists of shares in the

or they takeover companies and at least one of the companies is a

public limited company. Law (2012:378).



section 2 of the boards of the company being acquired and the

acquiring companies shall draw up a document containing

information that is similar to what should be in a

prospectus and submit it to the financial supervision authority for review.

The review must relate to an assessment of whether the document is

equivalent to a prospectus in Chapter 2. and

the prospectus regulation.



The document shall be drawn up in the Swedish, unless

The financial supervisory authority in a particular case, decide that it shall

drawn up in another language. Law (2012:378).



§ 3 If the financial supervision authority finds that the document is not

the equivalent of a prospectus, the Inspectorate within ten

working days from the time a full document came in to

the inspection, notify the decision to the prospectus shall be drawn up.

The deadline for the FSA to announce a decision is in

rather than twenty working days from the time a complete

documents entered into the inspection, if the merged company

or the acquiring companies



1. has not previously offered securities to the

the public, and



2. transferable securities not previously been admitted

to trading on a regulated market.



If a document needs to be supplemented, the financial supervisory authority

as soon as possible and at the latest within 10 working days of the

the document came in to the inspection, notify acompanied and

request the necessary additions. Law (2012:378).



section 4 Of the Swedish financial supervisory authority has not informed the decision referred to in paragraph 3,

the document should be available for the shareholders of

transferring company for at least two weeks prior to the general meeting of shareholders

when decisions are taken on the approval of the draft terms of Division. Copies

the document will be immediately and free of charge is sent to the

shareholders who so request and provide their mailing address.



As provided in the case of a shareholder of the transferring

the company in the first subparagraph shall also apply in respect of

shareholders in the acquiring company in the cases referred to in Chapter 24.

the second subparagraph of paragraph 17 of the Swedish companies Act (2005:551).

Law (2012:378).



Chapter 3. Acts of financial instruments belonging to someone

other



(1) where a company which is under the supervision of

The Swedish financial supervisory authority to conclude an agreement with the owner of a

financial instruments that the company shall have the right to

dispose of the financial instrument on its own behalf,

should the agreement be concluded in writing in a designated

prepared document in any legible and permanent form is

available for parties. The same applies if the company

contributing to such a contract between other parties. The

disposal referred to should be set carefully.



The first subparagraph shall not apply if the company's counterparty or

the parties to a contract to which the company is involved in are




1. another company under the supervision of

The financial supervision authority or a foreign company in the EEA, which in

their homeland may pursue similar activities and are

under prudent supervision of the authority or other competent

bodies,



2. The Swedish national debt Office or a foreign body

within the EEA is responsible for or involved in the management of

the national debt or is competent to conduct the accounts of clients

sheet,



3. a foreign central bank, the Riksbank, or within the EEA,

including the European central bank,



4. a multilateral development bank, the Bank for international

settlements, the International Monetary Fund or

The European Investment Bank, or



5. the credit institutions listed in

Article 2 of European Parliament and Council directive

2013/36/EC of 26 June 2013 on access to the

the business of credit institutions and the prudential supervision of credit institutions

and securities companies, amending Directive 2002/87/EC

and repealing Directive 2006/48/EC and 2006/49/EC.



The first paragraph does not apply if the company is such a

CCP referred to in the European Parliament and of the Council

Regulation (EU) No 648/2012 of 4 July 2012

OTC derivatives, central counterparties and trade repositories.

Law (2014:974).



section 2 of An agreement granting a pledge holders the right to sell a pledged

financial instruments if the pledge is not settled in time need not be concluded in

as stated in section 1.



section 3 If such an undertaking referred to in article 1, first subparagraph

a financial instrument that pledge, the company may, in turn,

pledge or assign the pledge only together with the

the claim that they constitute a pledge for. For återpantsättning or

transfer otherwise required such agreements referred to in paragraph 1 of the

the first paragraph. Återpantsättning or transfer may not

for higher amounts, or more stringent conditions than those which

terms of the pledgee.



The first subparagraph shall not apply if the pledgor is



1. another company under the supervision of

The financial supervision authority or a foreign company in the EEA, which in

their homeland may pursue similar activities and are

under prudent supervision of the authority or other competent

bodies,



2. The Swedish national debt Office or a foreign body

within the EEA is responsible for or involved in the management of

the national debt or is competent to conduct the accounts of clients

sheet,



3. a foreign central bank, the Riksbank, or within the EEA,

including the European central bank,



4. a multilateral development bank, the Bank for international

settlements, the International Monetary Fund or

The European Investment Bank, or



5. the credit institutions listed in

Article 2(5) of Directive EU. Law (2014:974).



4 repealed by law (2007:365).



Chapter 4. Disclosure of shareholdings, etc.



Scope, etc.



1 the provisions of §§ 3-18, 20 and 21 sections shall apply to

If the equities of a Swedish limited company whose shares are

admitted to trading on a regulated market.



Provisions on shares issued by some companies that do not have

registered office in a State within the EEA, see paragraphs 22-24.



Other companies other than those referred to in the first or second

the paragraph whose shares are admitted to trading on a regulated

market in Sweden shall publish information corresponding

as indicated in this chapter in accordance with the public

Regulation based on the transparency directive and who have

adopted by the issuer's home Member State within the European economic area.

Law (2007:535).



2 §/expires U: 2016-02-01-The provisions on shares in 1, 3 to 18 and 22 paragraphs shall

also apply to



1. the depositary receipts which carries the right to vote for the shares

the SDRs relates, and



2. financial instruments entitling the holder to

acquire shares that have already been issued by such companies as

referred to in article 1, first and second subparagraphs.



If such a financial instrument mentioned in the first subparagraph

2 due, shall be considered as a transfer of the

financial instrument.



The Government or the authority, as the Government determines

Announces rules on which financial instruments referred to

in the first subparagraph 2. Law (2007:365).



2 section/entry into force: 2016-02-01/it listed shares in 1, 3 to 18 and 22 paragraphs shall also apply to



1. the depositary receipts which carries the right to vote for the shares that the SDRs,



2. financial instruments entitling the holder to acquire shares which have already been issued by such companies as referred to in article 1, first and second subparagraphs, and



3. financial instruments not covered by the 2 but relating to the shares referred to therein, and has an economic effect similar to that of the financial instruments in 2 have, regardless of whether they may be settled physically or in cash.



For the purposes of applying the first subparagraph, the following financial instruments, provided that they fulfil the conditions laid down in 2 and 3, be deemed to be such instruments referred to therein:



-transferable securities,



– options,



– forward contracts,



-swaps,



-rate agreements,



– financial contracts for differences, and



– any other contract or agreement which may be settled physically or in cash;



If such a financial instrument as referred to in the first paragraph 2 or 3, shall be deemed to be a transfer of the financial instrument.



The Government or the authority, as the Government Announces rules on which financial instruments referred to in the first subparagraph 2 and 3. Law (2015:958).



Notification obligation



section 3 of the holder of the shares (the notifier) shall

the conditions set out in paragraph 5 in writing notify a

change of ownership to the company and the financial supervision authority.

Law (2007:365).



4 §/expires U: 2016-02-01/for the purposes of paragraph 5, to the notification obligation

possession count shares that it holds in its own name and on

own behalf or in its own name on behalf of someone else.



To the notification obligation holdings shall also count such

shares



1. possession of someone else with whom the notifier has

reached an agreement to by concerted exercise of the

the right to vote to adopt a long-term common approach in terms of

the company's management,



2. possession of any other of the notification on behalf of the debtor,

If the notifier checks how the voting rights of

the shares shall be exercised,



3. are held by a subsidiary of the notifier,



4. held that under an agreement with the

reporting duty for a limited period of time and against compensation.

transferred the right to vote for the shares to the

reporting duty,



5. the notifier has received as collateral, if the

reporting duty controls how the voting rights of the shares

be exercised and has declared his intention to make use of them,



6. the notifier has a life interest

for, if he controls the voting rights of the shares must

exercised,



7. have been deposited with the notifier, if he himself

controls the voting rights of the shares shall be exercised,



8. the notifier has received authorization to exercise

the right to vote, if he himself controls the voting rights

for the shares shall be exercised,



9. held by spouse or common-law partner to the notifier,



10. held by minors children under the

notification obligation of custody, and



11. the possession of dependants of the reporting duty than

those referred to in 9 and 10, if they have common household with

him or her for at least a year.



Shares referred to in the second subparagraph, 4-8 shall not be counted

into the possession of those who no longer controls how

the voting rights shall be exercised.



Shares referred to in the second subparagraph 9-11 shall not be counted

into the possession of the person who does not hold any shares pursuant to the

the second subparagraph of the first paragraph or 1-8.



With subsidiaries referred to in this paragraph is the same as in Chapter 1.

11 and 12 of the companies Act (2005:551). It provided for

where the parent shall also apply in respect of natural persons and

other legal persons other than public limited liability companies. Law (2007:365).



4 section/entry into force: 2016-02-01/for the purposes of paragraph 5, to the notification obligation of possession count shares that it holds in its own name and on its own behalf or in its own name on behalf of someone else.



To the notification obligation holdings should also count such shares



1. possession of someone else with whom the notifier has reached an agreement to by concerted exercise of the right to vote to adopt a long-term common approach in respect of the company's management,



2. possession of any other of the notification on behalf of the debtor, if the notifier checks how the voting rights of the shares to be exercised,



3. are held by a subsidiary of the notifier,



4. held that under an agreement with the reporting duty for a limited period and for consideration have transferred the right to vote for the shares to the notifier,



5. the notifier has received as collateral where the reporting duty is controlling how the voting rights of the shares exercised and has declared his intention to make use of them,



6. the notifier has a life interest to, if he controls the voting rights of the shares to be exercised,



7. have been deposited with the notifier, if he himself controls the voting rights of the shares to be exercised, and




8. the notifier has received authorization to exercise the right to vote, if he himself controls the voting rights of the shares to be exercised.



Shares referred to in the second subparagraph 4 to 8 shall not be counted in the holding of that which no longer control how voting rights should be exercised.



With subsidiaries referred to in this paragraph is the same as in Chapter 1. 11 and 12 of the companies Act (2005:551). It listed there if the parent companies should also be applied to natural persons and legal persons other than public limited liability companies. Law (2015:958).



§ 5/expires U: 2016-02-01/A amendment of a holding shall be notified about the change causes

the percentage of all shares of the company or of the voting rights

for all the shares in the company as the holding represents at least



1. achieves or exceeds any of the limits of 5, 10, 15, 20,

25, 30, 50, 66 2/3% and 90%, or



2. go down during any of the borders in 1.



A calculation referred to in the first subparagraph by the number of shares or

the voting rights shall be based on the data that the company has

published in accordance with paragraph 9. In the calculation,

even those shares which may not be represented at a general meeting of shareholders

be taken into account.



When a financial instrument as referred to in section 2, first subparagraph 2

be utilized for the purchase of shares, the change in ownership

be notified to the company and the financial supervision authority, if the share of

all shares in the company or of the voting rights for all

shares in the company as the holding corresponds to achieving or

exceeding any of the limits given in the first subparagraph 1. This applies to

Although the holding of the financial instrument has been notified

referred to in the first subparagraph 1. Law (2007:365).



§ 5/comes into force in: 2016-02-01/A amendment to an investment shall be notified of the change means that the percentage of all shares of the company or of the voting rights of all shares in the company as the holding represents at least



1. achieves or exceeds any of the limits of 5, 10, 15, 20, 25, 30, 50, 66 2/3% and 90%, or



2. go down during any of the borders in 1.



A calculation referred to in the first subparagraph by the number of shares or voting rights must be based on the data, which the company has disclosed in accordance with paragraph 9. In the calculation, including those shares which may not be represented at a general meeting shall be taken into account.



For financial instruments that can only be settled in cash, a calculation referred to in the first subparagraph by the number of shares or voting rights are based on the data, which the company has disclosed in accordance with § 9, first subparagraph multiplied by the instrument's delta value. Provisions for the calculation of the delta value, see Commission Regulation (EU) 2015/761 of 17 december 2014, supplementing the European Parliament and Council Directive 2004/109/EC as regards certain technical standards of major holdings.



From a long position, it must not be made less short positions pertaining to the same issuer. With a long and short position shall mean the same as in article 3 of Regulation (EU) no 236 of 14 March 2012 on short sales and some aspects of credit default swaps, in the original wording.



When a financial instrument as referred to in section 2, first subparagraph 2 or 3 be used for purchase of shares, the change in ownership shall be notified to the company and the financial supervision authority, if the percentage of all shares of the company or of the voting rights of all shares in the company as the holding corresponds to achieving or exceeding any of the limits given in the first subparagraph 1. This applies even if the holdings of the financial instrument has been notified as referred to in the first subparagraph 1.

Law (2015:958).



section 6, a subsidiary is exempt from the notification requirement of

notification instead of the parent undertaking or, if this is in their

Lucky is a subsidiary, by its own parent undertaking.

Law (2007:365).



section 7 if the obligation is incurred by any a

proxy voting for the shares at a general meeting, need a

new notification cannot be made when full power after the meeting ends

to apply, provided that the notification

in connection with that the power of Attorney was submitted was stated the

proportion of the total number of shares and votes in the company as

would be held after full power termination.

Law (2007:365).



section 8 If several people are obliged by virtue of the same

the event, they may make a joint report. Law (2007:365).



section 9 If a limited liability company referred to in article 1, first paragraph, increase or

reduces the total number of shares or votes in the company, shall

the company on the final trading day of the calendar month in which the increase

or the decrease has been publish data on

the change.



One must notify, in writing, notify the company and the

The financial supervision authority if the increase or decrease in the

proportion of the total number of shares or votes in the company as

the holding is equivalent to



1. achieves or exceeds any of the limits given in paragraph 5 of the first

paragraph 1, or



2. go down during any of these limits.



In determining whether the duty arises, the 4 §

and, § 5, second subparagraph, shall apply. Law (2007:365).



Time limits for notification



section 10/expires U: 2016-02-01/a notification pursuant to paragraph 3 shall be notified to the company and

The FSA last



1. the trading day following the day on which the registration obligation has

signed an agreement on the acquisition or transfer of shares or any

the other change to the shareholding has been,



2. in the cases referred to in paragraph 4(2) 1-8, trading day

After the date of the change in the shareholding has occurred, or



3. in the cases referred to in paragraph 4(2) 9-11, trading day

After the date on which the registration obligation has become aware of the

holdings or modification of it.



A notification under section 9, second subparagraph shall be notified to

the company and the financial supervisory authority last dealing day following the

date on which the company has disclosed information about the increase or

the reduction in the number of shares or votes under section 9 first

paragraph. Law (2007:365).



section 10/entry into force: 2016-02-01/a notification pursuant to paragraph 3 shall be notified to the company and the financial supervisory authority as soon as possible, but no later



1. three trading days after the day on which the notifier has entered into an agreement for the acquisition or transfer of shares or any other change to the shareholding has been,



2. in the cases referred to in paragraph 4 of the second paragraph, three trading days after the day on which the change in the shareholding has been.



A notification under section 9, the second subparagraph shall be notified to the company and the financial supervisory authority as soon as possible, but no later than three trading days after the day on which the company has disclosed information about the increase or decrease in the number of shares or votes under paragraph 9.

Law (2015:958).



Publication of information in a notification



section 11 of the financial supervision authority shall publish the information in a

notification under section 3 or section 9, second subparagraph no later than noon

the trading day following the date on which the notification came in for inspection.



Additional provisions concerning disclosure, see section 20.

Law (2007:365).



Exemptions from notification



section 12 of a notification under section 3 or section 9, second subparagraph do not need

be made for



1. shares acquired just to be used for clearing and

settlement of transactions and that for this purpose held in

a short period of time,



2. the shares held by someone in their own name but for someone

hire or reward, provided that the trustee may only be

exercise the voting rights of the shares according to written instructions,

or



3. shares that are made available to or provided

by a national central bank that are part of the European

system of central banks when the Bank fulfils its tasks

Monetary Authority, provided that the transaction in question is

brief and to the voting rights associated with the shares are not

exploited. Law (2007:365).



section 13, for the purposes of the provisions concerning

notification obligation in section 3 and section 9 of the second paragraph, the shares

included in the trading book of a Swedish or foreign

credit institutions that drive the financing business, a

securities firm or a foreign investment firm

not counted, if



1. the shares corresponding to a maximum of 5% of the total number of

shares or votes in the company, and



2. the voting rights of the shares not being exploited or used in

Another way to intervene in the management of the company.

Law (2007:365).



13 a section/entry into force: 2016-02-01/for the purposes of the provisions concerning notification obligation in section 3 and section 9, second paragraph, the shares acquired pursuant to the procedure laid down in Commission Regulation (EC) no 2273/2003 of 22 december 2003 implementing Directive 2003/6/EC as regards exemptions for buy-back programmes and stabilisation of financial instruments in the original wording, not counted, voting rights for shares not exercised or otherwise used to intervene in the management of the issuer. Law (2015:958).



section 14 of the obligation under paragraph 3 or paragraph 9 report

that the proportion of the voting rights or the number of outstanding shares has

reached, exceeded or fallen below 5 percent does not apply

for a market maker of



1. the shares are acquired or disposed of as such,



2. the market maker has authorization under Chapter 2. 1 § 3 law

(2007:528) securities market or equivalent permission

in another country within the EEA, and



3. the market maker does not intervene in the management of


the limited liability company or exert any influence over this in order

the company will buy the shares issued by the company or support

the share price.



With the market maker shall mean anyone in the financial markets has

committed to ongoing deal on own account by

buying and selling financial instruments against his own

capital and at prices determined by the market maker

itself. Law (2007:535).



Except for some parent companies



section 15 for the purposes of §§ 3 and 4 need to shares held

of a subsidiary shall not be included in the parent company's holding in

the cases referred to in paragraphs 16 and 17. Law (2007:365).



section 16 of the parent undertaking of a mutual fund company or to a Swedish

An aifm does not need to merge their holdings of

shares with shares that are part of a unit trust or by a

UCITS managed by the company in accordance with the Act (2004:46)

If mutual funds or a special fund managed by

The aifm in accordance with the law (2013:561) on

alternative investment funds or a corresponding foreign

EEA-based fund that aifm manages, the company

or AIF-Manager uses the voting rights of the shares

independent of the parent.



The first subparagraph shall also apply to parent undertakings to



1. such management companies as referred to in Chapter 1. section 6 of the first

law on investment funds, in respect of shares for which

the company manages in accordance with the provisions of

European Parliament and Council directive 2009/65/EC of 13

July 2009 on the coordination of laws, regulations and administrative provisions

to undertakings for collective investment in transferable

Securities (UCITS), or



2. such an EEA aifm referred to in Chapter 5. 1

or section 2 of the law on alternative

investment funds, in the case of shares that are included in a

Special Fund as trustee manages according to the law or

an equivalent foreign EEA-based Fund.



The first subparagraph shall also apply to shares held by

a management company or an aifm does not have

registered office in a State within the EEA as corresponding to such company or

such managers referred to in the second subparagraph.

Team (2013:564).



section 17 of the parent undertaking of an investment institution

authorisation pursuant to Chapter 2. 1 § 4 Act (2007:528)

securities market does not need merging its holdings

of shares with holdings of shares as the investment Institute

manages for individual customers, the Securities Institute



1. only may use the voting rights of the shares pursuant to the

written instructions or ensure that individual

portfolio management services are carried out independently of each other

services and in accordance with Chapter 8. 1, 10 and 21 to 23 of the Act

If the securities market, and



2. making use of the right to vote the shares independent of

the parent company.



The first subparagraph shall also apply to the parent undertaking of

a foreign investment firm referred to in Chapter 4. 1 §

the securities market act which are authorised to

provide such portfolio management as referred to in article

4.1.9 in European Parliament and Council Directive 2004/39/EC of the

21 april 2004 on markets in financial instruments

amending Council Directive 85/611/EEC and 93/6/EEC and

European Parliament and Council Directive 2000/12/EC as well as

repealing Council Directive 93/22/EEC, as last amended by

European Parliament and Council Directive 2008/10/EC, in respect of

shares as the investment firm manages for individual

customers. The same applies to shares held by a

corresponding foreign investment firms which do not have a registered office in the

a State within the EEA. Law (2009:352).



Acquisition and disposal of own shares



section 18/expires U: 2016-02-01/a corporation referred to in paragraph 1, first subparagraph, and

acquire or transfer own shares shall publish

data on this, if the acquisition or divestiture means that

the proportion of the shares in the company held by the company itself

or the proportion of the total number of votes in the company as the

own shares represent reaches, exceeds or drops

during any of the limits in paragraph 5, first subparagraph 1.



The data shall be published no later than noon

trading day after the acquisition or transfer.

Law (2007:365).



the entry into force of section 18/in: 2016-02-01/a corporation referred to in paragraph 1 who acquire or transfer own shares shall publish data on this, if the acquisition or transfer of the shares in the company held by the company itself or the proportion of the total number of votes in the company in which they own shares represent reaches, exceeds or falls below one of the limits in paragraph 5, first subparagraph 1.



The data shall be published as soon as possible, but no later than 12 noon three trading days after the acquisition or transfer. Law (2015:958).



section 19 of a Swedish limited liability companies that acquire or transfer own

shares shall notify the acquisition or transfer of the stock market

operators of the regulated market where the shares are admitted to

trade. If trading occurs in the buy-back programme provided for in Commission

Regulation (EC) no 2273/2003 of 22 december 2003 on

implementation of European Parliament and Council directive

2003/6/EC as regards exemptions for buy-back programmes and

stabilisation of financial instruments, shall report in

rather than be made to the financial supervisory authority, or, if it is apparent from the

the provisions adopted by virtue of Chapter 7. 1, § 5, of the stock market

operators of the regulated market where the shares are admitted to

trade. Law (2007:535).



Publication of information



section 20 When information is published in accordance with § 9, first subparagraph,

section 11 and section 18, shall it quickly and in a non-

discriminatory manner, become available to the public within the EEA.

Law (2007:365).



The financial supervision authority receives and stores published

information



paragraph 21 of the Information published in accordance with § 9, first subparagraph

or section 18 shall also be submitted to the financial supervision authority.



Information submitted to the financial supervision authority pursuant to the first

paragraph and the information disclosed by the inspection

According to § 11 shall be stored electronically according to chapter 17. section 4 of the Act

(2007:528) securities market. Law (2007:535).



Equities of companies outside the EEA



section 22/expires U: 2016-02-01/provisions of 3-18, 20 and 21 sections shall, unless otherwise

can be seen from paragraphs 23 and 24, shall also apply in respect of shares for which

issued by a corporation that does not have its seat in a State

within the EEA, if Sweden's home Member State as referred to in Chapter 2. 39 section.

Law (2012:378).



section 22/comes into force in: 2016-02-01/provisions of 3-18, 20 and 21 sections shall, unless otherwise follows from paragraphs 23 and 24, are also applied in the case of shares issued by a corporation that does not have its seat in a State within the EEA, if Sweden's home Member State as referred to in Chapter 1. 8 § law (2007:528) securities market. Law (2015:958).



section 23 For a company such as referred to in section 22,

The Swedish financial supervisory authority, upon application, may decide to derogate from

the provisions of paragraph 9 concerning the publication of

changes in the number of shares or votes in the company, if

the company meets the requirements of a public

Regulation in a State outside the EEA or if requirements correspond to those

the provisions of article 15 of the transparency directive. The Swedish financial supervisory authority

shall inform the European Securities and markets authority

If the exemptions granted. Law (2012:189).



section 24 For such companies as referred to in section 22,

The Swedish financial supervisory authority, upon application, may decide to derogate from

the provisions of section 18 on the publication of certain acquisitions

or the transfer of shares, if the company meets the requirements

imposed by a public regulation in a State outside the EEA

and if the requirements are equivalent to those provided for in article 14 of

transparency directive. The financial supervision authority shall inform the

The European Securities and markets authority about the exceptions

that is granted. Law (2012:189).



Chapter 5. Settlement, clearing and securities law applicable at



§ 1 an agreement between two parties to trade with the financial

instruments, with other similar rights and obligations

or with currency, to obligations between them,

settlement if one party is declared bankrupt, applies against

the bankruptcy estate and to the creditors in the bankruptcy. The same applies to

a settlement of obligations



1. between two or more participants in a notified

settlement system or an interoperable system, if

the settlement was done in accordance with the rules of the system,

or



2. between a central and a clearing member

or a customer of such clearing Member referred to in

Regulation (EU) No 648/2012, if settlement has occurred in the

accordance with the central counterparty's

operating rules.



Contains an agreement referred to in the first subparagraph, a condition that

means that a final settlement of all outstanding

obligations in the event of corporate restructuring pursuant to

Act (1996:764) if corporate restructuring is decided for one of

the Parties apply the condition against the debtor and the creditors

whose claims are covered by a public chord.

Law (2014:478).



2 § has a clearing member accepted a contract terms that

assets and positions held for the account of clients,

transferred to another clearing member according to article 48 of the

Regulation (EU) No 648/2012, the condition applies to the

first the bankruptcy estate and creditors.



Such assets and positions referred to in the first subparagraph

included in the estate under Chapter 3. section 3(1)

Bankruptcy Act (1987:672) only when, despite reasonable


efforts are not going to make it clear to the customer

assets and positions. Law (2014:478).



2 a of the terms and conditions under which currency lodging

security through security transfer (repurchase agreements) at

provided that the transferor at a specified later date or at

the acquirer's bankruptcy will regain security, applies against

the acquirer's bankruptcy estate and creditors, if



1. transfer occurs from a central counterparty in accordance with

Regulation (EU) No 648/2012 to a different central counterparty with

reason of a partnership agreement and the purchaser has

managed security in accordance with article 47 of the regulation;

or



2. transfer occurs from an administrator of a

settlement systems under the Act (1999:1309) on systems for

settlement of obligations in the financial market to another

administrator within the framework of the cooperative system. Law (2014:478).



2 b of the of pledge of financial instruments is made to a

CCP in order to provide security under regulation

(EU) No 648/2012, shall not be entitled to pledge the pledge sättarens

affected by the fact that the CCP shall draw on the

as specified in article 39.8 in regulation.

Law (2014:478).



3 § at the time of transfer, pledge or other disposition of

financial instruments for which stock certificates, debentures or

other equivalent document has not been issued or,

where such a document is issued, through the storage or

Similarly, ensured that the document does not

circulation shall, when the purchaser's entitlement to the financial

the instruments have been registered according to the law, the law of the country where the

Register is applied with regard to the legal effects of

relation to other than the parties. Law (1999:1311).



5 a Cape. Investment recommendations



section 1 preparing The professional information with direct

or indirect recommendations on investments in financial

instruments referred to in section 6 of the Act (2005:377) of punishment for

market abuse in the trading of financial instruments, shall

specify who stands behind a recommendation, present

the information factually and disclose such interests or

conflicts of interest that is or may be liable to reduce

confidence in the recommendation. Act (2005:378).



section 2 of The professional spreads the information referred to in

§ 1 and developed by anyone else shall declare themselves as

spreader of the recommendation, account changes made in the

This and ensure that this information satisfies the requirements

set in paragraph 1. Act (2005:378).



paragraph 3, the provisions of §§ 1 and 2 applies only if the information is

intended for distribution to the public. Act (2005:378).



4 repealed by law (2007:365).



Chapter 6. Supervision, etc.



Information obligations



section 1 of the financial supervision authority supervises compliance with the rules

in this law.



1 a of for the monitoring of the implementation of the provisions of this law,

Act (2000:1087) concerning the obligation for certain holdings of

financial instruments Act (2005:377) of punishment for

market abuse in the trading of financial instruments,

the prospectus regulation and Act (2006:451) if public

takeover bids on the stock market followed,

The financial supervision authority may request that



1. a company or any other information,

documents or other things,



2. are expected to be able to submit information on the merits the question arises

himself for questioning at the time and place that the inspection is in charge.



The first subparagraph shall not apply to the extent that the provision of data

would be contrary to the law regulated the confidentiality of

lawyers.



For the purposes of 2, 2 (b) and Chapter 4. do not apply the first

subparagraph 2.



If a request from a foreign authority under section 6 refers to a

question concerning the settlement similar to that in 2, 2 or 4

Chapter 2 of the first paragraph does not apply. Law (2010:1860).



1(b) repealed by law (2012:378).



Ban



1 c § financial supervisory authority may provisionally prohibit a

offer of transferable securities to the public, a

admission of securities to trading on a

regulated market or a public takeover offer, if

supervisory authority has reasonable grounds to believe that the offer,

admission to trading or the offer violates

the provisions of this Act or the prospectus regulation. A

such prohibition shall remain in force for a maximum of 10 working days.



The FSA may permanently ban an offer of

transferable securities to the public, if the inspection

finds that the provisions of this Act or

prospectus regulation has been violated.



The FSA may permanently prohibit a public

tender offer, if the inspection finds that the provisions of

the Act (2006:451) concerning takeover bids on

the stock market has been breached. Law (2007:535).



paragraph 1 (d) the financial supervision authority may prohibit the advertising relating to a

offer of transferable securities to the public, a

admission of securities to trading on a

regulated market or a public takeover offer, if

supervisory authority has reasonable grounds to believe that the offer,

the inclusion or offer are contrary to the provisions

in this Act or the prospectus regulation. If the ban is

Occasionally, it may be valid for a maximum of 10 working days.

Law (2007:535).



Offers to the public or admission to trading in

Sweden when the financial supervision authority is not the competent authority



1 e § When a prospectus is valid for Sweden under Chapter 2. section 36,

the financial supervision authority shall inform the competent

approved the prospectus and the European Securities and

markets authority if the issuer or a foreign

investment firms involved in a deal of

transferable securities to the public is made

to economic crime or infringes the provisions

in the 15-18 Cape. Act (2007:528) securities market.



If the issuer or the foreign investment firm, despite

the measures taken by the authority that approved the

the prospectus, continuing crime or infraction,

The Swedish financial supervisory authority to take action under (c) and (d) sections. Before

action shall inform the inspection authority

has approved the prospectus and the European Securities and

markets authority. The financial supervision authority shall also inform

The European Commission and the European Securities and

market agency as soon as possible of the measures taken.

Law (2012:378).



1 f § When the financial supervisory authority has approved a prospectus,

the inspection, if the competent authority of another State within the EEA

informed inspection if the issuer or a

Securities Institute, which is involved in an offer of

transferable securities to the public in the State, has

breach of regulations in force in that State or not

fulfilled its obligations when transferable securities have been

to trading on a regulated market, shall take the action referred to in 1 (c)

and (d) sections against the issuer or the Institute.

Law (2007:535).



Notification of shareholding etc. in certain foreign companies



the provisions of § 1 g 1 h section shall apply if the shares or

such depositary receipts or the financial instruments referred to in 4

Cape. section 2 of the first paragraph are admitted to trading on a regulated

market in Sweden and the shares issued by a company



1. established in another EEA State, or



2. does not have its seat in a State within the EEA and are not subject to Chapter 4.

section 22.



In chapter 25. section 24 of the Act (2007:528) securities market, see

provisions for intervention against such companies as referred to in the first

paragraph. Law (2007:535).



1 h § If the financial supervision authority finds that a complaint is not

made which comply with the requirements deriving from the provisions of

transparency directive, the supervision authority shall inform the competent

authority of the State where the company has its registered office or, if the

the company does not have its seat in a State within the EEA, the State referred to in

Article 2 (1) (m) (iii) of the prospectus directive. The financial supervision authority shall

also inform the European Securities and

markets authority.



Where a notification is still not done, despite the measures that have

taken by the competent authority to which the FSA has

informed, and such notification shall be made pursuant to a

public regulation based on the transparency directive and as

adopted by the State referred to in the first subparagraph,

The financial supervision authority may decide that the reporting duty shall

notify the holding company and the financial supervision authority.

Before action is taken, the inspection, notify the

foreign competent authority. The financial supervision authority shall also

inform the European Commission and the European

Securities and markets authority as soon as possible.

Law (2012:378).



/Rubriken expires U: 2016-02-01/

VITE



/Rubriken entry into force: 2016-02-01/

Injunction under penalty



section 2 of the financial supervision authority may under penalty to the participating or

is involved in the trading of a financial instrument to cease thereby, if



1. trade contrary to Chapter 1. section 2,



2. the provisions of the acts of someone else's financial

instruments in Chapter 3. paragraphs 1 and 3 are not observed. Act (1992:558).



paragraph 3 of the financial supervision authority may impose a penalty payment to make

correction if he fails to fulfil the obligation to



1. notify the company and the financial supervision authority

According to Chapter 4. section 3 or section 9, second subparagraph,



2. notify the company and the financial supervision authority

According to paragraph 1 (h),



3. disclose information pursuant to Chapter 4. § 9, first subparagraph

or section 18, or to provide such information to the

The financial supervision authority pursuant to Chapter 4. section 21,




4. comply with the provisions of Chapter 5 (a). 1 – 3 sections or regulations

given under Chapter 7. 1, § 7;



5. following a request made under paragraph (1) (a). Law (2012:378).



/Rubriken expires U: 2016-02-01/specific charge



/Rubriken entry into force: 2016-02-01/penalty



3 a §/expires U: 2016-02-01-financial supervisory authority shall decide that the special levy shall

put out by the



1. even though the prospectus obligation exists not in the right time

apply for approval of a prospectus pursuant to Chapter 2. section 25,



2. don't apply for approval of an addition to a

prospectus in Chapter 2. paragraph 34,



3. do not publish a prospectus pursuant to Chapter 2. 28 and 29 of the

or a supplement to a prospectus in Chapter 2. paragraph 34,



4. Despite the fact that there is an obligation to establish a

offer does not apply for the approval referred to in Chapter 2.

section 3 of the Act (2006:451) concerning takeover bids on

stock market,



5. do not publish an offer document in accordance with (2) (a).

section 9,



6. not in time fulfil the obligation to notify the

the limited liability company and the financial supervision authority pursuant to Chapter 4. 3 § or § 9

second subparagraph, or



7. not timely disclose information pursuant to Chapter 4. § 9

the first paragraph or section 18.



The special levy shall, in the cases referred to in



1. first paragraph 1 to 5 be not less than 50 000 kroons and not more than 10

million, and



2. the first subparagraph 6 or 7 be not less than 15 000 kroons and not more than

5 million.



The fee to the State. Law (2012:378).



3 a section/entry into force: 2016-02-01-financial supervisory authority should decide that a penalty should be taken out of the



1. even though the prospectus obligation exists not in the right time seeking approval of a prospectus pursuant to Chapter 2. section 25,



2. don't apply for approval of an amendment to a prospectus in Chapter 2. paragraph 34,



3. do not publish a prospectus pursuant to Chapter 2. paragraphs 28 and 29, or a supplement to a prospectus in Chapter 2. paragraph 34,



4. Despite the fact that there is an obligation to draw up an offer document does not apply for the approval pursuant to Chapter 2.

section 3 of the Act (2006:451) concerning public offers on the stock market,



5. do not publish an offer document in accordance with (2) (a).

section 9,



6. not in time fulfil the obligation to notify the company and the financial supervision authority pursuant to Chapter 4. section 3 or section 9, second subparagraph, or 7. not timely disclose information pursuant to Chapter 4. first paragraph of section 9 or section 18.



The fee to the State. Law (2015:958).



3 b/new name 3 l § U: 2016-02-01/

The financial supervision authority shall make a decision on a specific

fee only if the inspection relates to levy the charge of

has been served a statement that the issue of the special fee has

raised by the inspection



1. within six months of the offence took place in the

cases referred to in paragraph 3 (a) 1-5, or



2. within two years from the time the infringement took place in those cases

referred to in paragraph 3 a, 6 or 7. Law (2007:365).



3 b/entry into force: 2016-02-01/For an offence set out in paragraph 3 (a) 1 to 5, the fine shall be fixed at not less than 50 000 kroons and not more than SEK 10 million.



For an offence set out in paragraph 3 (a) 6, the fine shall be fixed at not less than 15 000 kroons and not more than the greater of



1. for a legal entity:



(a)) an amount per 26 november 2013 accounted for EUR 10 million,



b) five per cent of the turnover of the legal person's preceding fiscal year, c) twice the profits of the legal person has obtained as a result of the infringement, if the amount can be determined, or d) twice the costs incurred by the legal person avoided as a result of the infringement, if the amount can be determined,



2. for a physical person:



(a)) an amount per 26 november 2013, corresponding to EUR 2 million, b) twice the amount of the benefit that the natural person has obtained as a result of the infringement, if the amount can be determined, or c) twice the costs incurred by the individual in question avoided as a result of the infringement, if the amount can be determined.



For an offence set out in paragraph 3 (a) 7, the fine shall be determined in accordance with the second subparagraph 1.



If the infringement referred to in paragraph 3 a, 6 or 7 have been made during the first year of the legal person, or if the data on the turnover otherwise missing or flawed, turnover is estimated. Law (2015:958).



3 c §/new name 3 g § U: 2016-02-01/

If the infringement is minor or excusable or the

otherwise, there is a special reason, a specific fee remitted

in whole or in part. Act (2005:833).



3 c §/comes into force in: 2016-02-01-financial supervisory authority should decide that a penalty shall be imposed on anyone who is part of a legal entity's Board or its Executive Director, or replacement for any of them, if the legal person



1. not in time fulfil the obligation to make notification to the financial supervision authority pursuant to Chapter 4. section 3 or section 9, second subparagraph, or



2. not at the right time to make public data pursuant to Chapter 4. first paragraph of section 9 or section 18.



A penalty may be imposed pursuant to the first subparagraph only if the legal entity's breach is serious and the natural person in question intentionally or through gross negligence caused the breach.



The fine shall be determined in accordance with paragraph 3 (b) 2.



The fee to the State. Law (2015:958).



3 d §/new designation 3 m § U: 2016-02-01/

Special fee is payable to the financial supervisory authority

within thirty days after the decision on the final

force or the longer period specified in the decision.



Finansinspektionen's decision on the special fee may be executed

without previous judgment or order, if the fee has not been paid

within the time limit referred to in the first subparagraph.



If the specific charge is not paid within the time limit referred to in the first

subparagraph, financial supervisory authority leave the unpaid fee

for the recovery. Provisions on recovery of State

Claims Act (1993:891) for the recovery of the State

Receivables etc. Law (2005:833).



section 3 entry into force d/in: 2016-02-01-When the financial supervisory authority decides whether an intervention or a sanction against a natural or legal person, the inspection take into account the gravity and duration of the infringement. Special consideration should be given to the nature of the infringement, the actual and potential effects on the financial system, the damage caused and the degree of responsibility. Law (2015:958).



3 e § § 3/new designation n U: 2016-02-01/

Special charges imposed under paragraph 3 (a)

paragraph 1-5 fall away to the extent enforcement

within five years from the day the decision became final.

Law (2007:365).



section 3 entry into force e/in: 2016-02-01/in addition to those mentioned in paragraph 3 (d), the aggravating direction shall be taken into account if the legal or natural person has previously committed an infringement. In that assessment, attention should be paid to whether contraventions are similar and the time that has elapsed between the infringements.



In mitigating direction shall be taken into account if 1. the legal or natural person materially through active cooperation has facilitated the FSA's investigation, and 2. the legal person quickly ceased the infringement or the physical person quickly pushed for that infringement be brought to an end, since the notified to or mentioned by the Swedish financial supervisory authority. Law (2015:958).



section 3 entry into force f/in: 2016-02-01-When the amount of the penalty is determined, account shall be taken of the circumstances specified in 3 d, 3 e sections as well as to the legal or natural person's financial position, and, if it is possible to determine the profit that the legal or natural person has obtained as a result of the infringement or the costs avoided.

Law (2015:958).



3 g section/entry into force: 2016-02-01/If the infringement is minor or excusable or otherwise, there are special reasons, getting a penalty remitted in whole or in part. Law (2015:958).



/Rubriken entry into force: 2016-02-01/Sanctioning procedure



section 3 entry into force h/in: 2016-02-01/questions about the penalty against individuals for offences under section 3 c is taken up by the financial supervision authority by sanctioning procedure.



A sanctions procedure means that the natural person referred to in a given time to accept a decision on the penalty in accordance with section 3 c, which is particularly to time or amount.



Once the order has been approved, it is important that a judicial decision as a final. An approval is made after the time specified in the order is without effect. Law (2015:958).



3 section/entry into force: 2016-02-01/A sanctions procedure shall indicate



1. the natural person that injunction,



2. the offence and the circumstances necessary to characterize it,



3. the provisions applicable to the infringement, and



4. the penalty is imposed the person.



The notice shall also contain a statement that the penalty could be submitted to the Court, if the order is not accepted within the time limit set by the financial supervisory authority specifies. Law (2015:958).



section 3 entry into force j/in: 2016-02-01/If a sanctions order has not been approved in the


specified time, the FSA may apply to the Court that the fine should be decided. Such an application shall be made in the administrative law that has jurisdiction to hear an appeal of the FSA's decision on sanction against the legal entity for the same infringement.



Leave to appeal is required for an appeal to the administrative court.

Law (2015:958).



section 3 entry into force k/in: 2016-02-01/a fine for an infringement as referred to in paragraph 3 (c), may be adopted only if the sanctions procedure is notified it that the fine be directed to within two years from the date on which the infringement took place. Law (2015:958).



section 3 entry into force l/in: 2016-02-01/FSA may announce a decision on a sanction only if the inspection relates to levy the charge of has been served a statement that the issue of the penalty has been raised by the inspection



1. within six months from the time the infringement took place, in the cases referred to in paragraph 3 (a) 1 to 5, or



2. within two years from the time the infringement took place, in the cases referred to in paragraph 3 a, 6 or 7. Law (2015:958).



/Rubriken entry into force: 2016-02-01/enforcement of decisions regarding penalty



3 m section/entry into force: 2016-02-01/A sanctioning fee to be paid to the financial supervision authority within thirty days after the decision or ruling to levy the fee received final approval or the sanctions order or the longer period specified in the order or in the order.



Finansinspektionen's decision about the penalty may be executed without previous judgment or order, if the fee has not been paid within the time limit referred to in the first subparagraph.



If the fine is not paid within the time limit referred to in the first subparagraph, the finansinspektionen leave the unpaid fee for collection. Provisions on recovery of State assets can be found in the Act (1993:891) for the recovery of the State Law claims, etc. (2015:958).



section 3 entry into force n/in: 2016-02-01/a fine determined in accordance with paragraph 3 (a) 1 to 5 drops away to the extent that enforcement has not been made within five years from the decision or judgment had become final. Law (2015:958).



/Rubriken entry into force: 2016-02-01/ban on exercising voting rights



section 3 entry into force o/in: 2016-02-01/If there are serious reasons, the financial supervision authority may decide that the who did not timely fulfils the obligation to notify the supervisory authority pursuant to Chapter 4. section 3 or section 9, second subparagraph of the meeting may not represent the shares to the extent of the holding's share of all the shares of the company or of the voting rights for all the shares in the company achieves or exceeds any of the limits given in Chapter 4. paragraph 5, first subparagraph 1.



If there are special reasons, the financial supervision authority may apply to the district court appoints a suitable person as custodian to represent such shares as referred to in the first subparagraph may not be represented by the owner. Such applications are heard by the District Court of the place where the owner has his habitual residence or, if the owner is not domiciled in Sweden, the Stockholm District Court.



A trustee is entitled to reasonable compensation for the work and expenses. The royalty shall be payable by the owner of the shares and shall, on request, be advanced by the owner of the shares. If the debtor does not accept the trustee's claims, the compensation is determined by the District Court. Law (2015:958).



Annual fees to the FSA



section 4 of The institutions under supervision

annual dues shall be borne by the FSA

monitoring under this Act. Law (2007:365).



Cooperation and exchange of information



paragraph 5 of the financial supervision authority shall in its supervisory activities under

This law, cooperate and exchange information with foreign

competent authorities and with the European Securities and

markets authority to the extent permitted by

the prospectus directive and the transparency directive. Law (2012:189).



5 a of the financial supervision authority may refer the matters related to a

procedure by another competent authority in the EEA to

The European Securities and markets authority for

dispute resolution in the cases set out in article 22(2) of

the prospectus directive and the transparency directive article 25(2)(a).

Law (2012:189).



paragraph 6 of the financial supervision authority shall, within the framework of their competence, for

request by a foreign authority that is authorized to exercise

regulatory oversight of the inspection exercise according to the

This Act, submit or verify information needed

to the foreign authority to exercise its oversight.

However, this applies only to the extent permitted by a

cooperation agreement as financial supervisory authority, with the support of

the Government's authorization, has entered into with the foreign

authority.



If a request concerns legal assistance in criminal matters, in lieu

Act (2000:562) on international legal assistance in criminal matters.

This law shall enter into force on 1 January 2011. Law (2010:1860).



Chapter 7. Appropriations



section 1 of the Government or the authority that the Government may

provide for



1. terms and conditions of the agreements referred to in Chapter 3. paragraphs 1 and 3,



2. the language in which the information referred to in Chapter 4. 1 §

the third paragraph or section 20 shall be published,



3. what information market makers who are not

securities companies which have availed themselves of the exception provided for in Chapter 4.

section 14 of the first paragraph shall submit to the financial supervision authority,



4. What is required for exemption from the aggregation of the parent-

and subsidiary holdings shall be made according to Chapter 4. 16 and

17 sections,



5. that such notifications according to Chapter 4. § 19 is made to

The financial supervisory authority in place shall be made to the stock exchange that

operator of the regulated market where the shares are admitted to

trade and the extent to which and the manner in which information about

the acquisition or transfer of shares shall be published

and how the obligation to notify acquisitions and transfers to

The financial supervision authority shall be fulfilled,



6. what information must be disclosed in accordance with Chapter 4. section 20,



7. information pursuant to 5 a Cape. paragraphs 1 and 2, and



8. how the obligation in Chapter 6. 1 a of the first subparagraph shall

be fulfilled. Law (2007:535).



section 2 of the Government may provide for



1. the economic crime as referred to in Chapter 6. 1 e §

first subparagraph, and



2. such fees for supervision referred to in Chapter 6. 4 section.

Law (2007:365).



Chapter 8. Appeal



1 §/expires U: 2016-02-01/finansinspektionen's decision under this Act may be appealed

in general administrative court. The inspection may determine that

a decision shall apply immediately.



Leave to appeal is required for an appeal to the administrative court.

Law (2007:365).



the entry into force of § 1/in: 2016-02-01/finansinspektionen's decision pursuant to Chapter 6. 3 h section may not be appealed.



Other decisions that the FSA will notify under this Act may be appealed to the administrative court. However, this does not apply to decisions on matters referred to in section 20, first paragraph 5 the Administrative Procedure Act (1986:223).



Leave to appeal is required for an appeal to the administrative court.



The financial supervision authority may decide that the decision shall take effect immediately. Law (2015:958).



Transitional provisions



1991:980



1. this law shall enter into force on 1 August 1991.



2. by law repeals Act (1979:750) concerning the right to dispose of the other

of traded securities.



3. in the case of contracts concluded before the entry into force, however,

the repealed law.



1992:1713



1. this law shall enter into force on the day the Government determines.

(In force on 1 January 1994, 1993:1646).



2. upon its entry into force hold shares equivalent to at least 10

percentage of voting rights for all of the shares of a company referred to in Chapter 4.

§ 1, shall, at the latest at the first annual general meeting held

later than three months after the entry into force, notify in writing their

holding to the company and to the Swedish stock exchange or authorized

marketplace where shares are listed or, if the shares are not

are listed here in the country, the Swedish financial supervisory authority (finansinspektionen).



No notification need not be made on the acquisition or transfer of shares

in the company previously notified in accordance with the provisions of Chapter 4.



Within one month of the meeting, all the holdings of shares in

the company, which is equal to or exceeds 10% of the voting rights of

all shares in the company shall be published in accordance with what is in 4

Cape. provided for in the case of disclosure of change in shareholding.



1995:85



This law shall enter into force on 1 april 1995. Decision given

before the entry into force in accordance with the provisions of the older appeal.



1996:777



1. this law shall enter into force on 1 september 1996.



2. For contracts concluded before the entry into force applies to Chapter 5. 1 §

in its older version



2004:55



1. this law shall enter into force on 1 april 2004.



2. What is said in Chapter 2. 1 § of holdings in investment funds

shall also apply to shares in such investment funds

managed by fund companies by virtue of section 3 of the Act (2004:47) if

implementation of Act (2004:46) of investment funds, the driver

activities under the Act (1990:1114) of mutual funds.



2005:833



1. this law shall enter into force on 1 January 2006.



2. in the case of applications for approval of prospectuses

has been submitted to the financial supervision authority before the law

entry into force, shall for the purposes of Chapter 2. section 26 of the application

be deemed to have been submitted to the financial supervision authority on the date the law takes effect

in force.



2007:365



1. this law shall enter into force on 1 July 2007.




2. because of its entry into force becomes

the notification required pursuant to Chapter 4. section 3 or section 9, second subparagraph,

shall notify the holding in accordance with the provisions of those paragraphs.

The notification shall be submitted to the company and the financial supervision authority

16 July 2007. However, this does not apply to anyone who has

made the corresponding notification before its entry into force, or which

16 July 2007 report changes in shareholding in accordance with

those provisions.



3. A corporation that holds its own at its entry into force

shares to such an extent that the obligation to publish

possession occurs pursuant to Chapter 4. section 18, shall, not later than 5 July

2007 publish data on the holding. However, this does

not a limited company that has published the corresponding

data prior to its entry into force or, as last modified on

July 2007 announces changes in shareholding in accordance with the

those provisions.



2010:2055



1. this law shall enter into force on 1 april 2011.



2. The provisions of 2 (b). section 1 of public limited-liability company shall also

apply to public insurance company for which section 22 of the Act

(2010:2044) on the introduction of the insurance business Act (2010:2043)

is applicable. In such cases, the older provisions of 2 (b).

section 4 If the shareholders of the acquiring company shall apply.



2011:732



1. this law shall enter into force on 30 June 2011.



2. In bankruptcy decided before the entry into force for older

provisions.



2012:378



1. This law shall enter into force on July 1, 2012.



2. in the case of applications for approval of prospectuses

has been submitted to the financial supervision authority before the law

entry into force, shall for the purposes of Chapter 2. section 26 of the application

be deemed to have been submitted to the supervision authority on the day the law comes into

force.



2014:478



1. This law shall enter into force on August 1, 2014.



2. For the settlement of obligations that have occurred prior to

entry into force, agreements on the transfer of assets and

positions and collateral agreements concluded before

entry into force, as well as in bankruptcy decided before

entry into force for older provisions.



2015:395



1. this law shall enter into force on July 1, 2015.



2. If an investor before the entry into force has notified or on

otherwise agreed to purchase or subscribe for transferable

securities, the older provisions on the right to

the recall.



2015:958



1. this law shall enter into force on 1 February.



2. in the case of notification pursuant to Chapter 4. 3 § If the change in holdings that relate to conditions before the entry into force of provisions applied in older Chapter 4. 4, 5 and 10 sections.



3. in the case of notification pursuant to Chapter 4. § 9 the second paragraph about the proportion of the total number of shares or votes that the holding represents at least achieves or exceeds any of the limits given in Chapter 4. 5 paragraph 1 or go down during any of those relating to conditions before the entry into force of provisions applied in older Chapter 4. 4, 5 and 10 sections.



4. in the case of publication in accordance with Chapter 4. section 18, first paragraph, of the acquisition and disposal of own shares relating to conditions before the entry into force of the provisions applicable to older Chapter 4. section 5 and section 18, second subparagraph.



5. Older provisions apply to infringements that took place before the entry into force.