Financial Services and Markets -Regulation nr. 433/1999 on the disclosure requirements of issuers...

English translation

A stock exchange which holds an operating licence in accordance with Article 3 of Act No. 34/1998, shall be regarded as a competent authority in the understanding of European law, cf. Article 31 of this Regulation.
A stock exchange is responsible for enforcing the law and other rules applicable to securities listed on the stock exchange. Failure to do so may be liable to revocation of the operating licence as provided for in of Article 37 of Act No. 34/1998.

An issuer must, in a notification, make public without delay all pre-viously unpublished information on decisions or events which it knew, or should have known, could be of major significance for the price formation of its securities which have been admitted for public listing on a stock exchange. In addition to the rules laid down in this Regulation and in the Regulation on the public listing of securities on a stock exchange, detailed provisions shall be set in the rules of a stock exchange on those aspects which can affect the obligations of an issuer to disclose information in accordance with this Article.

An issuer shall ensure non-discrimination between investors with re-gard to access to information covered by this Regulation and ensure that un-authorised parties do not have access to it before it is made public. Such infor-mation may not be disclosed without previously forwarding it to the stock exchange or doing so no later than at the time at which the information is disclosed to other parties.

An issuer must, in all its publishing of information, take care to ensure that it presents a clear picture of the subject dealt with in each instance. The word-ing of notices to a stock exchange must be clear and unambiguous, so that it will immediately be clear to investors what the notification is about and what effects it will have on the company, for instance, on its performance and finan-cial situation.
In other respects, the form of the notification, means of communication and reception thereof shall be as prescribed in rules set by the stock ex-change.

Notifications shall be in the language prescribed in the rules of the stock exchange.

The stock exchange shall be informed when a decision has been taken concerning substantial changes or plans have been drawn up for changes to finan-cing, including plans to increase share capital and for major bond issues.
When an increase to share capital is planned, the stock exchange shall furthermore be provided with information on the terms of the share capital in-crease as soon as this is available, including:
1. the amount of the increase in share capital;
2. any pre-emptive rights to purchase of current shareholders and/or others and whether the offer is to be directed to specific groups or the public at large;
3. arrangements for sale and subscription, offer price and the subscription and sale period.
Following a change, such as an increase or a decrease in capital, stock splits or merger, the stock exchange shall be sent confirmation on the final nominal value of share capital and own equity.

A listed company must seek to have its accounts always fulfil the most stringent requirements generally made of companies in the sector in which it operates. The accounting practices shall comply with valid legislation, generally accepted accounting practices and the current standards of the stock exchange.
If the company is part of a group of companies, it shall publish consolidated accounts.
If the accounts of a subsidiary of a listed Icelandic parent company are not audited by the same accounting firm as the accounts of the parent company or a co-operating partner of the afore-mentioned accounting firm, mention must be made thereof.
The accounts of a foreign company must comply with the laws and customs which apply in its home country. A stock exchange may expressly request explanations if there are considerable deviations from the accounting practices which are known in this country.
Annual accounts must be sent to the stock exchange as soon as they are completed and no later than three months from the close of the accounting year they cover. They must, furthermore, be sent to those stock exchange members who so request and made publicly available and accessible to the mass media and others who wish to acquaint themselves with their contents. The information system of the stock exchange shall indicate where the public can obtain accounts without charge.
The stock exchange shall provide listed companies with a list of stock exchange members.

Following the meeting of the Board where the company's annual accounts are formally approved, the company shall issue a press release concerning same, cf. the provisions of Article 4. Such a press release shall include information in such detail that the annual accounts themselves do not, in the company's estimation, include any additional information which could have major effect on the price formation of listed securities of the company in question.
No later than fifteen days prior to the issuing of such a release the company must inform the stock exchange of the intended week of publication. If changes are made to the planned publication week such must be notified to the stock exchange as promptly as possible.
If substantial deviations are foreseeable from the information given in the press release provided for in the first paragraph and that which is included in the final annual accounts, the stock exchange must be informed of such without delay.

A listed company must compile accounts covering the first six months of its accounting year. Following the Board meeting which discusses them, and no later than two months after the end of the period covered by the accounts, they must be sent to the stock exchange.
An interim statement as provided for in the first paragraph must have been examined by the company's auditor and include his/her attestation of this examination. If the interim statement has been audited, it must include the attestation of the auditor. In other respects the interim statement shall comply with the current standards of the stock exchange.
If the company is part of a group, it shall provide the stock exchange with a consolidated interim statement for the group.
No later than seven days after the issuing of such a release the com-pany must send the stock exchange information on the intended week of pub-lication. If changes are made to the planned publication week such must be notified to the stock exchange as promptly as possible.
The interim statement must be publicly available for inspection and the public shall have access to it from the issuer without charge.

If the company makes public its expectations on operating results, either for the current year or future years, it must explain the principal premises upon which such is based, especially as far as the main factors of uncertainty are concerned.
As soon as the company is aware of substantial deviations from what has previously been said on operating results and operating plans, or what could reason-ably be concluded from the information provided previously, it must send the stock exchange information concerning this, regardless of whether the deviation can be expected to mean a better or poorer performance than was anticipated.

The issuer of listed securities must adopt detailed rules to ensure that rules on disclosure requirements are followed. It shall, furthermore, set de-tailed rules on the handling of confidential information, cf. the provisions of Act No. 13/1996 on securities transactions.
Rules adopted in accordance with this Article must at least prescribe that:
1. important information concerning the issuer's activities should be published without delay;
2. relevant information should be sent to the stock exchange no later than at the same time as it is disclosed to others;
3. information which is not public should not be divulged to unauthorised parties;
4. decisions of annual general meetings and general meetings which are convened between annual general meetings should be made public without delay;
5. requirements concerning the form and means of publication of information should be respected;
6. annual accounts, interim statements and information connected to them should be published in the proper manner.
The stock exchange may set detailed rules on the handling of confidential information by companies which have had their securities admitted for public listing there.
A copy of the afore-mentioned rules of an issuer must be sent to the stock exchange and the Financial Supervisory Authority.

The stock exchange must be notified immediately of trading by insiders in securities listed there.
Notification by a central securities depository to the stock exchange on insider trading shall be a valid notification as provided for in this Regulation if electronic securities are concerned.
An insider refers to a party who, because of his/her work or position has access to confidential information. Confidential information includes any infor-mation which has not been made public, and which would likely affect the price formation of the securities concerned if it were public.
A company which has had its securities admitted to public listing on a stock exchange shall keep a list of its insiders, stating the names of the per-sons concerned, their identification numbers, addresses and connections with the company. Such a list shall be updated continuously to reflect any changes, even those which are only temporary, and sent to the stock ex-change where the securities are listed.
A notification as provided for in this Article must at least give the infor-mation listed in Points 1-6 of the first paragraph of Article 21 and information resulting from the fourth paragraph of this Article.

Trading by the company itself, as well as trading by its subsidiaries, in the company's listed securities must be notified to the stock exchange where the securities are listed immediately, cf. Article 12. Notification must also be given of plans for such trading.

The stock exchange and the company must be notified immediately if voting rights or holdings in the company reach the following limits, exceed them or fall below them: 5, 10, 20, 33 1/3, 50 and 66 2/3 %, cf. the provisions of the second paragraph of Article 26 of Act No. 34/1998, on activities of stock exchanges and regulated OTC markets. The provisions of Article 18, how-ever, shall apply concerning the authorisations and trading of the specified parties in the trading book.
Notification by a central securities depository to the stock exchange that the above-mentioned limits have been reached shall be a valid noti-fication as provided for in this Regulation if electronic share certificates are concerned.

In limited-liability companies which have had their securities admitted for listing on a stock exchange in Iceland, in a country of the European Economic Area or in a country with whom an agreement on co-operation has been concluded, determination of a major holding, in the understanding of the first and second paragraphs of Article 26 of Act No. 34/1998, shall be as prescribed in the detailed provisions of the second paragraph.
When determining whether a holding of a shareowner or corresponding voting rights of a party in a limited-liability company, which has listed its shares on a stock exchange, has reached, exceeded or fallen below the limits provided for in the first paragraph of Article 14, the following aspects shall be considered:
1. shares which the party concerned itself owns, or another party with whom it has an estate in common;
2. shares which another party or parties control in their own name on behalf of the party concerned;
3. shares owned by a legal entity controlled by the party in question;
4. shares owned by a third party, with whom the party concerned has concluded a written agreement to follow a permanent, joint policy concerning the direction of the company in question;
5. shares, for which the party concerned has concluded a written agreement providing for a third person to exercise voting rights for in return for compensation;
6. shares which the party concerned has used as collateral, unless the holder of the collateral controls the voting rights and declares that he/she intends to exercise this right, in which case the right shall be deemed to belong to the holder of the collateral;
7. shares for which the party concerned receives dividends;
8. shares which the party concerned is entitled to acquire exclusively upon his/her own discretion in accordance with a formal agreement, e.g. on option to purchase; in such case notification as provided for in Article 14 shall be made on the date of the agreement;
9. shares which the party concerned preserves and may, at his/her discretion exercise the voting rights for, without special instructions from the owner.

Anyone controlling a major holding as provided for in the first paragraph of Article 14 must immediately send notification to the company and the stock exchange where the company's shares are listed.
The notification must include the name and address, nominal value of the shares and their proportion of the company's total share capital, as well as the share class if applicable, before and after the transaction subject to the notification obligation, together with information as to the grounds which required notification from the party concerned in accordance with Article 15.
If the notification is made because of an agreement as provided for in Point 4 of Article 15, all the parties to the agreement shall send notification jointly. The notification must give information on the holding of each party to the agreement when individual holdings have crossed the limits prescribed in the first paragraph of Article 14.
Notification of a holding in accordance with Point 8 of Article 15 does not relieve the owner of the shares from the obligation to send notification as provided for in Point 1 of the same Article.
The word "immediately" in the first paragraph shall mean the day business takes place, if a transaction is involved in which a stock exchange member serves as intermediary and in other instances the day that the right is established or altered.

The stock exchange shall communicate the information through its trading and information system.
Companies which have their shares listed on a stock exchange in another country of the European Economic Area, or in a country with which a co-operation agreement has been concluded, must see to it that information on a major holding is published in accordance with the rules which apply there.

Exempt from the obligation to notify provided for in Article 14 are commercial banks, savings banks, undertakings engaged in securities services and credit institutions other than commercial banks and savings banks, in the case of trading book transactions which do not exceed 10% of share capital or cor-responding voting rights, provided the intention was not to influence the con-trol of the company and the transactions are within the normal activities of the above-mentioned parties.
Exemptions as provided for in the first paragraph are limited to the holdings of the enterprises listed there lasting no longer than 5 business days from the time obligation to notify in accordance with Article 14 was incurred.

All trade in securities listed on a stock exchange is subject to noti-fication in accordance with the provisions of this Regulation. The obligation to notify trade in securities which are listed on a regulated OTC market shall comply with the rules adopted by its Board, cf. Article 32 of Act No. 34/1998, on activities of stock exchanges and regulated OTC markets.

Stock market members, cf. Article 14 of Act No. 34/1998, on the activities of stock exchanges and regulated OTC markets, which handle or participate in negotiating agreements on the purchase of securities listed on a stock exchange, are obliged to notify such purchases. Noti-fication must be sent to the stock exchange concerned.
The provisions of the first paragraph shall also cover transactions of the Central Bank of Iceland or other public parties who are members of the stock exchange.
Notification must be sent of trade which a management company handles as part of its management and custody of the securities of a UCITS, in accordance with Act No. 10/1993 on UCITS, in accordance with the provisions of the first paragraph unless the counterparty in the transaction is a stock exchange member subject to the obligation to notify as provided for in the first paragraph.
Parties subject to the obligation to notify as provided for in the first paragraph include, furthermore, all owners of shares, who are obliged to send notification of their holding in a company in accordance with the provisions of Article 26 of Act No. 34/1998, provided the obligation to notify does not lie with the stock exchange member which handled the transaction.

Notification issued in accordance with the provisions of Article 20 must include the following information:

1. the international identification number of the security (ISIN),
2. the date and time the transaction took place,
3. the reference number of the purchase or sale, if applicable,
4. the price and quantity purchased or sold,
5. the type of transaction,
6. the date and time of the final settlement,
7. specification as to who the counterparty is, if the latter is a stock exchange member.

A notification on the basis of the fourth paragraph of Article 20 must provide the same information as is listed in Points 1-6 of the first paragraph.
The stock exchange may request further information concerning notifications as provided for in this Chapter, provided this concerns infor-mation which is of importance for transparency and visibility, and for price formation, on the securities market.

Stock exchange members should submit information on all transactions subject to notification obligations as provided for in this Chapter no later than five minutes after an agreement is reached on the purchase or sale of secur-ities.
Transactions of other parties must be notified before the close of the business day when agreement is reached. The stock exchange may set detailed rules on notification of transactions as provided for in this Article. Furthermore, it may grant exemptions from the obligation to notify in the case of repurchase agreements.

Stock exchange members, as well as others obliged to send noti-fication of transactions in accordance with the provisions of this Chapter of the Regulation, must ensure that in their transactions with other exchange members correct comparisons are made of transactions notified at the end of each business day and prior to the closing of the trading system.
Trading which takes place outside the system or outside of its regular business hours shall be immediately notified once the system has re-opened for trading.

Notification of transactions may only be invalidated in accordance with special rules set by the stock exchange.

Notifications as provided for in Article 20 must be sent electronically unless otherwise indicated in rules set by the stock exchange.
The stock exchange shall set detailed rules on notifications in accordance with the provisions of this Chapter.

Stock exchange members, as well as other parties subject to noti-fication obligations, must preserve the information on transactions notified and notifications which are sent for this purpose for four years after the transaction was notified, unless a longer period of data storage is prescribed by law.

A stock exchange member must notify the competent authority of all transactions in securities listed on a stock exchange or comparable secur-i-ties market in a country of the European Economic Area or with which the Euro-pean Union has reached an agreement on co-operation.
If a stock exchange member has notified the competent authority in the country concerned of a transaction as provided for in the first paragraph, notification in accordance with its provisions need not be sent.
When securities are, in addition, listed on an Icelandic stock exchange, the provisions of Articles 20-26 of this Regulation shall also apply to noti-fi-cations concerning those transactions.
Notification shall include the following information:
1. the identification of the security,
2. date of the transaction,
3. the national number of the security.

Transactions as provided for in Article 27 must be notified not later than the day following the transaction.
The provisions of Articles 25 and 26 shall apply as appropriate to notifications of transactions as provided for in this Article.

A stock exchange may set detailed rules on fees payable for notifications covered by the provisions of this Chapter.

The stock exchange shall set detailed rules, having received the opin-ion of the Financial Supervisory Authority, on its trading system, by what means bids shall be made, on the settlement of transactions, as well as on the collection and dissemination of information on trading in securities listed there.
Rules adopted by the stock exchange in accordance with the first para-graph shall provide for penalties for violations of current rules on its activities in the form of fines. Fines may amount to up to ten times the annual membership fees for the market in question, in the case of serious violation, unless more severe punishment is provided for by law.

This Regulation is adopted in accordance with the decisions of the joint EEA committee to incorporate in the EEA Agreement, and harmonise the provisions of national law to comply with, the provisions of the following Directives: Council Directive 79/279/EEC, co-ordinating the conditions for the admission of securities to official stock exchanges, as amended by Directive 88/627/EEC, on the information to be published when a major holding in a listed company is acquired or disposed of, Council Directive 82/121/EEC, on information to be published on a regular basis by companies the shares of which have been admitted to official stock exchange listing, Council Directive 89/592, co-ordinating regulations on insider dealing, and Council Directive 93/22/EEC, on investment services in the securities field.

This Regulation is set by authority of Article 42 of Act No. 34/1998, on activities of stock exchanges and regulated OTC markets, as subsequently amended, and shall enter into force 1 July 1999.

The provision of Article 22 of the Regulation shall enter into force 1 January 2000.