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PR(04)15: Restrictions in Norway on share ownership in stock exchanges, securities depositaries and clearing houses are in breach of the EEA Agreement


Today, the EFTA Surveillance Authority delivered a reasoned opinion to Norway due to the alleged breach by that State of Article 40 of the EEA Agreement.

It follows from Article 40 EEA that there shall be no restrictions on the movement of capital belonging to persons resident in EC Member States or EFTA States and no discrimination based on the nationality or on the place of residence of the parties or on the place where such capital is invested.

The Norwegian Acts on securities trading[1] and on stock exchanges[2] limit the maximum share ownership to 10 %, while the Act on registration of financial instruments[3] limits the maximum share ownership to 20 %. Furthermore, the three acts all contain voting caps.

In the Authority’s view, these rules restrict the possibility of free investment in the stated types of undertakings, and hence are incompatible with the EEA rules on free movement of capital. It follows from EEA law that restrictions may be justified only if the state concerned can show that the relevant measures pursue a legitimate objective in the public interest. Such national measures must also be necessary, proportionate and suitable to achieve those legitimate aims. The Norwegian Government has mainly argued that the ownership and voting restrictions in question are motivated by a wish to ensure integrity of the market, the good functioning of the financial system and to ensure independence of providers of infrastructure services. 

The Authority does not dispute that the integrity of financial markets may be considered to be an aim in the public interest. However, in the Authority’s view, the ownership and voting restrictions in question are unnecessarily restrictive and disproportionate to the aim.

The purpose of a reasoned opinion is to give the state in question a last chance to take corrective measures before the Authority decides whether to bring the matter before the EFTA Court. The Norwegian Government is requested to take the necessary measures to comply with the reasoned opinion within two months.

For further information, please contact Mr. Niels Fenger, Director of Legal and Executive Affairs, tel. (+32)(0)2 286 1830.


[1]Lov av 19.06.1997 nr. 79 om verdipapirhandel (verdipapirhandelloven)

[2]Lov av 17.11.2000 nr. 80 om børsvirksomhet m.m. (børsloven)

[3]Lov av 05.07.2002 nr. 64 om registrering av finansielle instrumenter (verdipapirregisterloven)

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