Act on Capital Markets 1)

Hereby is promulgated the Act on Capital Markets, cf. Act No. 1493 of 18 November 2025, with the amendments that follow from Section 6, No. 37, of Act No. 712 of 20 June 2025 and Section 1, Nos. 1, 6, 17 and 20, of Act No. 1638 of 16 December 2025.

The amendment that follows from Section 6, No. 56, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other Acts (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibility and reporting lines, clearer rules for permits for credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.) is not incorporated in this Act consolidation, as it enters into force on 2 July 2026, cf. Section 22, subsection 7, of Act No. 712 of 20 June 2025.

The amendments that follow from Section 6, Nos. 2, 11, 45, 52 and 53, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other Acts (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibility and reporting lines, clearer rules for permits for credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.) are not incorporated in this Act consolidation, as they enter into force on 10 July 2026, cf. Section 22, subsection 8, of Act No. 712 of 20 June 2025.

The Act contains provisions that implement Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998, OJ 1998, No. L 166, page 45, Directive 2002/47/EC of the European Parliament and of the Council of 14 June 2002, OJ 2002, No. L 168, page 43, as amended by Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020, OJ 2021, No. L 22, page 1, parts of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004, OJ 2004, No. L 142, page 12, as amended by Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023, OJ L of 20 December 2023, parts of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004, OJ 2004, No. L 390, page 38, parts of Commission Directive 2007/14/EC of 8 March 2007 laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC, OJ, No. L 69, page 27, parts of Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007, OJ 2007, No. L 184, page 17, as amended by Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020, OJ 2021, No. L 22, page 1, Directive 2009/44/EC of the European Parliament and of the Council of 6 May 2009, OJ 2009, No. L 146, page 37, parts of Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010, OJ 2010, No. L 327, page 1, parts of Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013, OJ 2013, No. L 294, page 13, parts of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014, OJ 2014, No. L 173, page 349, as amended by Directive (EU) 2024/790 of the European Parliament and of the Council of 28 February 2024, OJ L of 8 March 2024, Directive (EU) 2024/2811 of the European Parliament and of the Council of 23 October 2024, OJ L of 14 November 2024, Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023, OJ L of 20 December 2023, parts of Directive 2017/828/EU of the European Parliament and of the Council of 17 May 2017, OJ 2017, No. L 132, page 1, parts of Directive 2019/879/EU of the European Parliament and of the Council of 20 May 2019 (BRRD II), OJ 2019, No. L 150, page 296, parts of Directive 2022/2556/EU of the European Parliament and of the Council of 14 December 2022, OJ 2022, No. L 333, pages 153-163, and parts of Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024, OJ L of 14 November 2024. Certain provisions from Commission Regulation No. 1031/2010/EU of 12 November 2010, OJ 2010, No. L 302, page 1, Regulation No. 236/2012/EU of the European Parliament and of the Council of 14 March 2012, OJ 2012, No. L 86, page 1, parts of Regulation No. 648/2012/EU of the European Parliament and of the Council of 4 July 2012, OJ 2012, No. L 201, page 1, Regulation No. 600/2014 of the European Parliament and of the
Council of 15 May 2014, OJ 2014, No. L 173, page 84, as amended by Regulation (EU) 2019/2175 of the European Parliament and of the Council of 18 December 2019, OJ 2019, No. L 334, page 1, Regulation No. 909/2014 of the European Parliament and of the Council of 23 July 2014, OJ, No. L 257, page 1, and Regulation No. 596/2014/EU of the European Parliament and of the Council of 16 April 2014, OJ 2014, No. L 173, page 1, are included in the Act. According to Article 288 of the TFEU, a regulation applies directly in each Member State. The reproduction of these provisions in the Act is solely justified by practical considerations and does not affect the direct validity of the regulations in Denmark.

Act Series A
2026 Published on 20 May 2026
1 May 2026. No. 464.
Ministry of Industry, Business and Financial Affairs, Danish Financial Supervisory Authority, ref. no. 26-002071 CQ003525

The amendment that follows from Section 6, No. 6, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other Acts (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibility and reporting lines, clearer rules for permits for credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.) is not incorporated in this Act consolidation, as it enters into force on 1 January 2027, cf. Section 22, subsection 9, of Act No. 712 of 20 June 2025.

The amendments that follow from Section 6, Nos. 12, 19, 21, 22, 46 and 48, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other Acts (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibility and reporting lines, clearer rules for permits for credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.) are not incorporated in this Act consolidation, as they enter into force on 10 January 2030, cf. Section 22, subsection 12, of Act No. 712 of 20 June 2025.

The amendment that follows from Section 1, No. 4, of Act No. 1638 of 16 December 2025 on amending the Act on Capital Markets, the Act on Financial Business, the Act on Investment Funds etc. and various other Acts (Abolition of national prospectus threshold, partial abolition of prohibition on share classes in financial companies, insurance companies and fund brokerage companies, amendment of publication requirements upon admission to trading on a multilateral trading facility, strengthening of the independence of the Danish Financial Supervisory Authority etc.) is not incorporated in this Act consolidation, as it enters into force on 5 June 2026, cf. Section 15, subsection 6, of Act No. 1638 of 16 December 2025.

The amendments that follow from Section 1, Nos. 2, 7, 8, 11-16, 18 and 19, of Act No. 1638 of 16 December 2025 on amending the Act on Capital Markets, the Act on Financial Business, the Act on Investment Funds etc. and various other Acts (Abolition of national prospectus threshold, partial abolition of prohibition on share classes in financial companies, insurance companies and fund brokerage companies, amendment of publication requirements upon admission to trading on a multilateral trading facility, strengthening of the independence of the Danish Financial Supervisory Authority etc.) are not incorporated in this Act consolidation, as they enter into force on 6 June 2026, cf. Section 15, subsection 7, of Act No. 1638 of 16 December 2025.

The amendments that follow from Section 1, Nos. 3, 5, 9 and 10, of Act No. 1638 of 16 December 2025 on amending the Act on Capital Markets, the Act on Financial Business, the Act on Investment Funds etc. and various other Acts (Abolition of national prospectus threshold, partial abolition of prohibition on share classes in financial companies, insurance companies and fund brokerage companies, amendment of publication requirements upon admission to trading on a multilateral trading facility, strengthening of the independence of the Danish Financial Supervisory Authority etc.) are not incorporated in this Act consolidation, as they enter into force on 5 December 2026, cf. Section 15, subsection 10, of Act No. 1638 of 16 December 2025.

The amendment that follows from Section 6, No. 1, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other Acts (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibility and reporting lines, clearer rules for permits for credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.) is not incorporated in this Act consolidation, as the amendment is subsequently repealed, cf. Section 14, No. 2, of Act No. 1638 of 16 December 2025 on amending the Act on Capital Markets, the Act on Financial Business, the Act on Investment Funds etc. and various other Acts (Abolition of national prospectus threshold, partial abolition of prohibition on share classes in financial companies, insurance companies and fund brokerage companies, amendment of publication requirements upon admission to trading on a multilateral trading facility, strengthening of the independence of the Danish Financial Supervisory Authority etc.).

1 May 2026. 2 No. 464.

Part I

General Provisions

Chapter 1

Scope of Application and Definitions

Scope of Application

Section 1. This Act applies to actors and behavior on the capital markets.

Subsection 2. The rules in Chapter 4 apply to representatives in connection with bond issuances, where the representative is registered in the Danish Financial Supervisory Authority's register of representatives in accordance with Section 19, and where the issuance is marketed or intended to be marketed to Danish investors, the issuer is a company with its registered seat in Denmark, or the issuance otherwise has a close connection to Denmark. Section 18, subsection 1, also applies to other collective debt instruments than bonds.

Subsection 3. The rules in Chapter 5 apply to issuers that have Denmark as their home country and whose transferable securities are admitted to trading on a regulated market in a country within the European Union or in a country with which the Union has concluded an agreement in the financial field. Chapter 5 also applies with the necessary adaptations to issuers that have their home country in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field, and whose transferable securities are only admitted to trading on a regulated market in this country and not in the issuer's home country. For Section 31, however, the requirement to notify about rights to exercise voting rights only applies to the issuers mentioned in the second sentence. Chapter 5 does not apply to transferable securities issued by open-ended collective investment undertakings.

Subsection 4. The rules in Chapter 7 apply to:

Holding of shares issued by a company that has Denmark as its home country, cf. Section 21, and where the company has one or more share classes admitted to trading on a regulated market in Denmark, a country within the European Union or a country with which the Union has concluded an agreement in the financial field, except for shares issued by open-ended collective investment undertakings.
Holding of financial instruments where one or more underlying shares are issued by a company mentioned in No. 1.

Subsection 5. The rules in Chapter 8 apply to:

Persons who have acquired control in a company that has one or more share classes admitted to trading on a regulated market.
Persons who make a voluntary takeover bid with a view to obtaining control in a company that has one or more share classes admitted to trading on a regulated market.
The company in which control is obtained or sought to be obtained, cf. Nos. 1 and 2.

Subsection 6. The rules in Chapter 24 apply to fund brokerage companies that have their home country in Denmark. The rules in Chapter 25 apply to fund brokerage companies that are covered by the rules on systematic internalizers.

Subsection 7. The rules in Chapter 31 apply to netting that takes place in securities settlement systems and payment systems.

Subsection 8. The rules in Chapter 32 apply to registered payment systems.

Subsection 9. The rules in Chapter 32a apply to IT operators of retail payment systems.

Subsection 10. The rules in Chapter 36 apply to agreements on financial collateral and to collateral when it is provided. Collateral is considered provided when the relevant collateral action has been taken. Sections 206-209, however, apply regardless of whether an agreement on final settlement or continuous netting has been entered into as part of an agreement on financial collateral.

Subsection 11. The rules in Sections 203-208 do not apply to restrictions on the enforcement of agreements on financial collateral or restrictions on the effect of an agreement on financial collateral and final settlement or netting provisions imposed in accordance with Chapters 5, 6 and 10 of the Act on Restructuring and Winding Up of Certain Financial Undertakings or in accordance with Part V, Chapter III, Section 3, or Chapter IV of Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties.

Section 2. The rules for fund brokerage companies, cf. Section 13, subsection 2, of the Act on Fund Brokerage Companies and Investment Services and Activities, also apply to:

Companies that have permission as a credit institution in accordance with Section 7, subsection 1, of the Act on Financial Business and that carry out activities as mentioned in Annex 1, Section A, of the Act on Fund Brokerage Companies and Investment Services and Activities.
Companies that have permission as a mortgage credit institution in accordance with Section 8, subsection 1, of the Act on Financial Business and that carry out activities as mentioned in Annex 1, Section A, of the Act on Fund Brokerage Companies and Investment Services and Activities.
Credit institutions that have been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field, if the institution or company lawfully carries out trading in financial instruments either through a branch or by providing services in this country, cf. Sections 30 and 31 of the Act on Financial Business.
Credit institutions that have been granted permission in a country outside the European Union, with which the Union has not concluded an agreement in the financial field, and that lawfully carry out trading in financial instruments either through a branch or by providing services in this country, cf. Section 1, subsection 3, and Section 33 of the Act on Financial Business.
Investment firms that have been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field, if the company lawfully carries out trading in financial instruments either through a branch or by providing services in this country, cf. Sections 38 and 39 of the Act on Fund Brokerage Companies and Investment Services and Activities.
Investment firms that have been granted permission in a country outside the European Union, with which the Union has not concluded an agreement in the financial field, and that lawfully carry out trading in financial instruments either through a branch or by providing services in this country, cf. Sections 41-43 of the Act on Fund Brokerage Companies and Investment Services and Activities.

Subsection 2. The rules in Chapter 24 also apply to:

Companies that have permission as an insurance company in accordance with Section 11, subsection 1, of the Act on Financial Business and that are members of a regulated market or a multilateral trading facility (MTF).
Operators with obligations under Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community, who are members of a regulated market or a multilateral trading facility (MTF).
Collective investment undertakings and pension funds, whether coordinated at Community level or not, and depositaries and managers of such undertakings, if these natural and legal persons are members of a regulated market or a multilateral trading facility (MTF).
Persons whose main occupation is not investment services or business as a credit institution or mortgage credit institution in accordance with the Act on Financial Business, who trade for their own account with financial instruments or provide investment services with commodity derivatives or derivative contracts, cf. Annex 2, No. 10, of the Act on Fund Brokerage Companies and Investment Services and Activities, to customers in their main occupation, regardless of whether such activity is accessory to their main occupation at group level, and regardless of whether these persons use an algorithmic high-frequency trading technique, if these persons are members of a regulated market or a multilateral trading facility (MTF).

Subsection 3. The Minister of Industry, Business and Financial Affairs may set rules stating that the Act's provisions for fund brokerage companies also apply to foreign credit institutions that are not covered by subsection 1, Nos. 3 or 4, and that have been assigned membership of a regulated market in accordance with Section 74, subsection 3, or that have entered into an affiliation agreement with a central securities depository (CSD).

Definitions

Section 3. In this Act, the following terms are understood as:

Multilateral system: A multilateral system as defined in Article 2, subsection 1, No. 11, of the European Parliament and of the Council Regulation on Markets in Financial Instruments.
Regulated market: A multilateral system, cf. No. 1, that is operated in accordance with the rules in Chapters 12-14, 22 and 23.
Multilateral trading facility (MTF): A multilateral system, cf. No. 1, that is operated in accordance with the rules in Chapters 17, 18, 20, 22 and 23.
Organised trading facility (OTF): A multilateral system that is not a regulated market or a multilateral trading facility (MTF).
Market place: A regulated market, a multilateral trading facility (MTF) or an organised trading facility (OTF).
SME growth market (growth market for small and medium-sized enterprises): A multilateral trading facility (MTF) that is registered as an SME growth market in accordance with Section 110.
Operator of a regulated market: A natural or legal person that has been granted permission in accordance with Sections 59 or 127, and whose business consists of operating a regulated market.
Operator of a multilateral trading facility (MTF): An operator of a regulated market or a fund brokerage company that has been granted permission in accordance with Section 86 of this Act or Section 13, subsection 1, of the Act on Fund Brokerage Companies and Investment Services and Activities, and whose business consists of operating a multilateral trading facility (MTF).
Operator of an organised trading facility (OTF): An operator of a regulated market or a fund brokerage company that operates an organised trading facility (OTF).
Central securities depository (CSD): A central securities depository (CSD) as defined in Article 2, subsection 1, No. 1, of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories.
Central counterparty (CCP): A central counterparty (CCP) as defined in Article 2, No. 1, of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories.
Approved publication arrangement (APA): An approved publication arrangement (APA) as defined in Article 2, subsection 1, No. 34, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on Markets in Financial Instruments.
Approved reporting mechanism (ARM): An approved reporting mechanism (ARM) as defined in Article 2, subsection 1, No. 36, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on Markets in Financial Instruments.
Systematic internalizer: A fund brokerage company that on an organized, frequent and systematic basis trades for its own account with equity instruments by executing client orders outside a market place without operating a multilateral system, or that chooses to have the status of systematic internalizer.
Algorithmic trading: Trading in financial instruments where a computer algorithm automatically sets prices with limited or no human intervention.

1 May 2026. 4 No. 464.

various order parameters, except for systems that are exclusively used to send, process or confirm orders or to process executed transactions after trading.

Direct electronic access: A scheme whereby a member or a client of a trading venue grants a natural or legal person the right to use the member's or client's trading code to send orders directly to the trading venue electronically via direct market access or sponsored access.
Algorithmic high-frequency trading technique: Algorithmic trading technique characterized by
a) an infrastructure where the latency period for algorithmic order entry is shortened through colocation, proximity hosting or fast direct electronic access, b) a system where orders are placed, generated, directed or executed without human intervention in connection with each individual trade or order, and c) a high proportion of intraday messages constituting orders, quotes or cancellations.
Debt security: Bonds or other forms of transferable debt instruments, cf. Section 4, subsection 1, item 1, letter b, except for securities that can be equated with shares in companies, or securities which, if converted or if the rights attached thereto are exercised, give the right to acquire shares or securities that can be equated with shares.
Derivative: Financial instruments covered by Section 4, subsection 1, item 1, letter c, and items 4-10.
Commodity derivative: Commodity derivatives as defined in Article 2, subsection 1, item 30, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.
Clearing: The calculation of obligations and rights in a negotiated exchange of services, whether this takes place in connection with netting, cf. item 25, or for each transaction individually.
Settlement: The exchange of services to fulfill the parties' obligations.
Participant: An institution, a central counterparty (CCP), a clearing house, a clearing institution, a system operator or a clearing member of a central counterparty (CCP), which has been granted authorization pursuant to Article 17 of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories. According to the system's rules, the same participant may act as a central counterparty (CCP), clearing house or clearing institution or perform part or all of these tasks. An indirect participant may be regarded as a participant if this is justified by a system-related risk, which does not, however, limit the liability of the participant through whom the indirect participant sends transfer orders to the system.
Indirect participant: An institution, a central counterparty (CCP), a clearing house, a clearing institution or a system operator, which has entered into an agreement with a participant in a system, cf. item 26, which executes transfer orders, whereby the indirect participant becomes able to send transfer orders through the system, provided that the indirect participant is known to the system operator.
Netting: Conversion into a net claim or a net obligation of claims and obligations arising from transfer orders issued by one or more participants to or received from one or more other participants with the result that only a net claim or net obligation can be asserted.
Transfer order:
a) An instruction from a participant in a securities settlement system or a registered payment system to make an amount of money available to a recipient by crediting an account at a credit institution, a central bank or a clearing house. b) An instruction involving the assumption or discharge of a payment obligation as defined in the system's rules. c) An instruction from a participant in a securities settlement system or a registered payment system to transfer ownership or other rights to one or more securities by entry in a register or otherwise.
Securities settlement system: A system operated by a central securities depository (CSD) or a central counterparty (CCP), where clearing and settlement of participants' services or clearing and settlement of transactions with securities are regularly carried out on behalf of the participants.
Registered payment system: A payment system registered pursuant to Section 177 or a payment system operated by Danmarks Nationalbank.
Retail payment system: A payment system by which clearing of payments in Danish kroner is carried out to a significant extent between natural persons, businesses and public authorities and between these, except for payments between financial undertakings, trading venue operators, central securities depositories (CSDs) and central counterparties (CCPs) and between these.
IT operator of a retail payment system: A natural or legal person who has been granted authorization pursuant to Section 180 a to perform IT operations of a retail payment system.
Interoperable system: Two or more securities settlement systems or payment systems, the operators of which have entered into an agreement that transactions are cleared, cleared and settled or settled across the systems. Where relevant, the first sentence also includes the operator of an interoperable system.
Fund asset: A dematerialized transferable security registered in a central securities depository (CSD).
Account-keeping institution: A company or authority that has entered into an access agreement with a central securities depository (CSD), cf. Section 190, subsection 1.
Intermediary: A central securities depository (CSD), cf. item 10, or a person who is established in Denmark or a country outside the European Union, which the Union has not entered into an agreement with in the financial area, which does not have authorization pursuant to the Act on Financial Business or the Act on Alternative Investment Fund Managers etc., which provides services related to the custody or management of shares, or which maintains securities accounts on behalf of shareholders.
Settlement account: An account at a central bank, a clearing house or a deposit at a central securities depository (CSD) for the placement of funds or securities and for the settlement of transactions between the participants in a securities settlement system, a registered payment system and an interoperable system.
Business day: Both day and night settlement including all events that occur during a system's business cycle.
Agricultural commodity derivatives: Derivative contracts concerning products listed in Article 1 and Annex I, Part I to XX and XXIV/1, to Regulation (EU) No 1308/2013 of the European Parliament and of the Council of 17 December 2013 establishing a common organisation of the markets in agricultural products and repealing Council Regulations (EEC) No 922/72, (EEC) No 234/79, (EC) No 1037/2001 and (EC) No 1234/2007 and products listed in Annex I to Regulation (EU) No 1379/2013 of the European Parliament and of the Council of 11 December 2013 on the common organisation of the markets in fishery and aquaculture products, amending Council Regulations (EC) No 1184/2006 and (EC) No 1224/2009 and repealing Council Regulation (EC) No 104/2000.
Predominantly commercial group: Any group whose main business is not to provide investment services as defined in Section 10, item 2, of the Act on Stockbrokerage Companies and Investment Services and Activities, to perform an activity listed in Annex 2 to the Act on Financial Business, or to act as a price setter for commodity derivatives.
Institution:
a) A credit institution as defined in Article 4, subsection 1, item 1, of the Regulation of the European Parliament and of the Council on prudential requirements for credit institutions, including the entities listed in Article 2, subsection 5, of the Directive of the European Parliament and of the Council on the taking up and pursuit of the business of credit institutions and the supervision of credit institutions and investment firms. b) An investment firm as defined in Article 4, subsection 1, item 1, of the Directive of the European Parliament and of the Council on markets in financial instruments, except for the institutions referred to in Article 2, subsection 1, of the Directive. c) Public authorities and publicly guaranteed undertakings. d) Any undertaking that has its head office outside the Union and that performs the same tasks as EU credit institutions or EU investment firms as defined in letters a and b, when these participate in a system and are responsible for fulfilling the financial obligations arising from transfer orders within the relevant system. e) A payment institution as defined in Article 4, item 4, of the Directive of the European Parliament and of the Council on payment services in the internal market, with the exception of a natural or legal person covered by an exemption pursuant to Article 32 or 33 of that Directive, when the payment institution participates in a system whose business consists of performing transfer orders, cf. item 26, letters a and b, and is responsible for fulfilling the financial obligations arising from such transfer orders within the relevant system. f) An e-money institution as defined in Article 2, item 1, of the Directive of the European Parliament and of the Council on the taking up and pursuit of the business of e-money issuers and the supervision of such business, with the exception of a legal person covered by an exemption pursuant to Article 9 of that Directive, when the e-money institution participates in a system whose business consists of performing transfer orders, cf. item 26, letters a and b, and is responsible for fulfilling the financial obligations arising from such transfer orders within the relevant system.

Section 4. In this Act, financial instruments are understood to mean the following instruments, including such instruments issued using distributed ledger technology:

Transferable securities other than payment instruments that can be traded on the capital market, including
a) shares in companies and other securities that can be equated with shares in companies, partnerships and other undertakings, as well as depositary receipts concerning shares, b) bonds and other debt instruments, including depositary receipts concerning such securities, and c) all other securities by which securities mentioned under letter a or b can be acquired or sold, or which are settled in cash with an amount the size of which is determined by securities, currencies, interest rates or returns, commodity indices and other indices and measures as reference.
Money market instruments, including treasury bills, certificates of deposit and commercial papers, other than payment instruments.
Units in collective investment undertakings.
Options, futures, swaps, forward rate agreements (FRAs) and any other derivative contract concerning securities, currencies, interest rates or returns, emission allowances or other derivatives, financial indices or financial measures, which can be physically settled or cash-settled.
Options, futures, swaps, forward contracts and any other derivative contract concerning commodities, which must be cash-settled, or which can be cash-settled if one of the parties wishes to do so for reasons other than default or other grounds for termination.
Options, futures, swaps and any other derivative contract concerning commodities, which can be physically settled, if they are traded on a regulated market, a multilateral trading facility (MTF) or an organized trading facility (OTF), other than wholesale energy products, which are traded on an organized trading facility (OTF) and which can only be physically settled.
Options, futures, swaps, forward contracts and any other derivative contract concerning commodities, which are not covered by item 6, which can be physically settled and have no commercial purpose, and which have characteristics similar to other derivative financial instruments.
Credit derivatives.
Financial contracts for difference (CFDs).
Options, futures, swaps, forward rate agreements (FRAs) and any other derivative contract, which concern climatic variables, freight rates, inflation rates or other official economic statistics, and any other derivative contract, which must be cash-settled, or which can be cash-settled if one of the parties wishes to do so for reasons other than default or other grounds for termination, concerning assets, rights, obligations, indices and measures, which are not covered by items 1-9 and 11, and which have characteristics similar to other derivative financial instruments, taking into account, inter alia, whether they are traded on a regulated market, an organized trading facility (OTF) or a multilateral trading facility (MTF).
Emission allowances consisting of any unit recognized as complying with the requirements of Commission Regulation (EU) No 1031/2010 of 12 November 2010 on the timing and administration of auctions of greenhouse gas emission allowances and other aspects in connection with such auctions pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community.

Subsection 2. The Minister for Business Affairs may lay down rules that certain financial instruments not mentioned in subsection 1 are covered by all or part of the rules of this Act on financial instruments.

Section 5. In Chapter 36, the following are understood:

Financial collateral arrangement: An agreement on financial collateral in the form of transfer of ownership or in the form of pledge.
Financial obligations: Obligations that give the collateral taker the right to cash settlement or delivery of financial instruments, and claims arising from agreements on energy products. If both parties to a financial collateral arrangement are covered by Section 196, subsection 1, item 6, claims arising from currency and financial instrument trading, trading on commodity exchanges, agreements on energy products, as well as borrowing and lending, are considered financial obligations. If only one or none of the parties to a close-out netting agreement pursuant to Sections 206-208 are covered by Section 196, claims arising from currency and financial instrument trading are considered financial obligations.
Claims arising from agreements on energy products: Claims arising from the following contracts and derivatives, including framework agreements and close-out netting agreements, regardless of where and how they are traded, and regardless of whether cash settlement can only take place as a result of default or other grounds for termination: Contracts for the delivery of or derivatives concerning natural gas, electricity, coal, oil or biofuel or transport thereof, as well as CO2 allowances and certificates for energy based on renewable energy (RE certificates).
Debt claims: Monetary claims based on an agreement where a credit institution provides credit in the form of loans.
Equivalent collateral:
a) An amount of the same size and in the same currency as or another currency than the originally provided collateral, if this is provided in the form of money credited to an account, or b) financial instruments that are identical or comparable to the originally provided collateral, if the original collateral is provided in the form of financial instruments.
Event of default: Default or another event agreed between the parties, the occurrence of which gives the collateral taker the right to realize or appropriate financial collateral, or for close-out netting to take place.
Insolvency proceedings: Bankruptcy, reconstruction proceedings, insolvent estate administration and debt adjustment, as well as other Danish and foreign forms of liquidation and rescue measures based on the debtor's insolvency.

Section 6. In this Act, investment management company is understood to mean, subject to subsection 2:

Investment management companies that have authorization to perform activities pursuant to Annex 1, Section A, item 9, of the Act on Stockbrokerage Companies and Investment Services and Activities, cf. Section 10, subsection 2, of the Act on Financial Business.
Investment management companies that have authorization to perform activities pursuant to Annex 1, item 3, letter b, item ii, of the Act on Alternative Investment Fund Managers etc., cf. Section 11, subsection 2, of the Act on Alternative Investment Fund Managers etc.
Administration companies that have been granted authorization in another country within the European Union or in a country with which the Union has entered into an agreement in the financial area, if the company lawfully performs activities pursuant to rules implementing Article 6, subsection 3, letter b, item ii, of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) either through a branch or by providing services in this country, cf. Sections 30 and 31 of the Act on Financial Business.

Subsection 2. Investment management companies covered by Chapter 36 are understood to mean investment management companies that have authorization pursuant to Section 10 of the Act on Financial Business, and administration companies approved pursuant to Article 6 of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS).

Section 7. In this Act, alternative investment fund managers are understood to mean:

Alternative investment fund managers that have authorization to perform activities pursuant to Annex 1, item 3, letter b, item ii, of the Act on Alternative Investment Fund Managers etc., cf. Section 11, subsection 2, of the Act on Alternative Investment Fund Managers etc.
Alternative investment fund managers that have authorization to perform activities pursuant to Annex 1, Section A, item 9, of the Act on Stockbrokerage Companies and Investment Services and Activities, cf. Section 10, subsection 2, of the Act on Financial Business.
Alternative investment fund managers that have been granted authorization in another country within the European Union or in a country with which the Union has entered into an agreement in the financial area, if the company lawfully performs activities pursuant to rules implementing Article 6, subsection 4, letter b, item ii, of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers, either through a branch or by providing services in this country, cf. Section 95 of the Act on Alternative Investment Fund Managers etc.

Chapter 2
Time Limits

Section 8. Time limits in this Act and rules issued pursuant thereto and in regulations, cf. Section 211, subsection 2, are calculated in accordance with Council Regulation No 1182/71 of 3 June 1971 determining the rules applicable to periods, dates and time limits. Constitution Day, Christmas Eve and New Year's Eve are equated with public holidays in this context.

Protection in connection with reporting of violations

Section 9. A company must not subject employees or former employees to unfavorable treatment or unfavorable consequences as a result of the employee or former employee having reported a violation or a potential violation of this Act, rules established pursuant to this Act or Regulations of the European Union concerning the areas of the law that the Danish Financial Supervisory Authority supervises, to the Danish Financial Supervisory Authority or to a scheme in the company. The same applies when determining, allocating and paying variable remuneration to employees or former employees.

Subsection 2. Employees or former employees whose rights have been infringed by a violation of subsection 1 may be awarded compensation in accordance with the principles of the Act on Equal Treatment of Men and Women with regard to Employment etc. The compensation is determined with regard to the employee's or former employee's period of employment and the circumstances of the case otherwise.

Subsection 3. Subsections 1 and 2 cannot be derogated from by agreement to the detriment of the employee or former employee.

Section II
Issuers and Offerors
Chapter 3
Prospectuses

Section 10. The obligation to publish a prospectus in accordance with Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market does not apply to the offering of securities in Denmark if the total value of the offering within the European Union or in countries with which the Union has entered into an agreement in the financial area is less than 8 million euros, and if no approval certificate for the offering is requested, cf. Article 25 of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market. The limit of 8 million euros is calculated over a period of 12 months.

Subsection 2. The Danish Financial Supervisory Authority accepts prospectuses in Danish or English.

Subsection 3. If the Danish Financial Supervisory Authority has not, within the time limits in Article 20, subsections 2, 3, 6 and 6a, of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, made a decision to approve or reject an application for approval of a prospectus or made a request for changes or supplementary information in connection with the application, the applicant may bring the matter before the courts.

Sections 11-14. (Repealed)

Chapter 4
Representatives in connection with bond issuances Appointment of representatives

Section 15. An issuer may, in connection with the issuance of a bond, appoint one or more representatives to safeguard the interests of all bondholders.

Subsection 2. The bondholders may, in accordance with the terms of the bonds or a related agreement, appoint or replace one or more representatives to safeguard the interests of all bondholders.

Subsection 3. The appointment pursuant to subsection 1 or 2 is also binding on a bondholder's creditors and subsequent acquirers of the bond, and in the event that a bondholder or a reorganizer is placed under reconstruction proceedings.

Rights, obligations and powers of the representative

Section 16. The terms for the representative, including the representative's obligations and powers, are determined in the terms of the bonds or in a related agreement. It may follow from

the conditions for the obligations or an associated agreement, that the bondholders themselves cannot independently exercise the powers granted to the representative.

Subsection 2. A representative appointed pursuant to Section 15, subsection 1 or 2, shall safeguard the interests of the bondholders vis-à-vis the issuer of the bonds and ensure that the bondholders' assets are kept separate from the representative's own assets.

Subsection 3. The representative's exercise of its powers under this chapter and in accordance with the conditions for the bonds or an associated agreement has immediate legal effect for the bondholders.

Subsection 4. The representative's rights and obligations under this chapter apply to a bond issuance from the time the representative is registered for the relevant bond issuance, cf. Section 20, subsection 1.

Section 17. If the representative has such a relationship or such connections to the issuer that can reasonably be expected to affect the representative's independence, the representative must disclose the relationship or connection and its nature.

Section 18. Pledges, surety obligations, guarantee declarations or other forms of security may be provided to a representative on behalf of the bondholders for the time being and others whom the representative represents in respect of the relevant bond issuance. When security is provided to a representative, the representative may exercise all the powers and rights belonging to a right holder.

Subsection 2. Security relating to the bond issuance may be provided to the representative, unless otherwise provided in the conditions for the bonds or in an associated agreement.

Section 19. The Danish Financial Supervisory Authority maintains a public register of representatives registered for one or more specific issuances of bonds in accordance with this chapter.

Section 20. The Danish Financial Supervisory Authority registers a representative in the register mentioned in Section 19 when the Danish Financial Supervisory Authority has received a notice signed by the representative and the party who appointed the representative regarding the appointment of the representative in relation to a specific issuance and

the representative is a capital company or a foreign company with a corresponding company form,
the representative has its registered domicile in Denmark, another country within the European Union, a country with which the Union has concluded an agreement in the financial sector, or Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Korea, Taiwan, the USA or other countries specified pursuant to subsection 4,
it appears from a draft of the conditions for the bonds or an associated agreement for the issuance which rules the appointment of the representative is subject to, how the representative may be replaced, and how a new representative is appointed in the event of the representative's bankruptcy,
the representative has submitted a notice of registration containing the information necessary for the Danish Financial Supervisory Authority to assess whether the conditions in nos. 1-3 are met, and
the notice otherwise contains the information that must appear in the register in accordance with rules issued pursuant to subsection 3.

Subsection 2. The Danish Financial Supervisory Authority deletes the representative from the register if the Danish Financial Supervisory Authority has not received a notice from the representative with sufficient documentation that the bonds in the specific bond issuance have been issued no later than 60 days after the registration of the representative.

Subsection 3. The Minister for Business may set detailed rules on the content of the register of representatives and requirements for documentation regarding the fulfillment of the conditions for registration.

Subsection 4. The Minister for Business may set rules on which additional countries are covered by subsection 1, no. 2.

Chapter 5
Disclosure Obligations for Issuers of Transferable Securities Admitted to Trading on Regulated Markets Home State

Section 21. Denmark is the home state for:

Issuers of debt securities with a nominal value per unit of less than 1,000 euros with a registered domicile in Denmark.
Issuers of shares with a registered domicile in Denmark.
Issuers of debt securities with a nominal value per unit of less than 1,000 euros with a registered domicile in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, when the issuer has chosen Denmark as the home state.
Issuers of shares with a registered domicile in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, when the issuer has chosen Denmark as the home state.

Subsection 2. The issuer, cf. subsection 1, nos. 3 and 4, may choose Denmark as the home state if Denmark is among the countries where the issuer's shares or debt securities are admitted to trading on a regulated market.

Subsection 3. Issuers of debt securities with a nominal value per unit of 1,000 euros and above may choose Denmark as the home state if the issuer has a registered domicile in Denmark, or if Denmark is among the countries where the debt securities are admitted to trading on a regulated market. An issuer may choose Denmark as the home state if the issuer has not chosen another country within the European Union or a country with which the Union has concluded an agreement in the financial sector as the home state.

Section 22. The choice of Denmark as the home state, cf. Section 21, subsection 3, applies for at least 3 years, unless the issuer's shares and debt securities are no longer admitted to trading in a country within the European Union or a country with which the Union has concluded an agreement in the financial sector, or unless the issuer is covered by subsection 2 or Section 21, subsection 1, during the 3-year period.

Subsection 2. Issuers whose shares or debt securities are no longer admitted to trading on a regulated market in the issuer's home state, cf. Section 21, subsection 1, nos. 3 and 4, and Section 21, subsection 3, but are instead admitted to trading in one or more countries within the European Union or countries with which the Union has concluded an agreement in the financial sector, may choose a new home state. The issuer may choose the new home state among the countries within the European Union or countries with which the Union has concluded an agreement in the financial sector where the issuer's shares or debt securities are admitted to trading on a regulated market, and the country within the European Union or countries with which the Union has concluded an agreement in the financial sector where the issuer has its registered domicile.

Subsection 3. If the issuer has the option to choose a home state pursuant to Section 21, subsection 1, no. 3, Section 21, subsection 1, no. 4, or Section 21, subsection 3, and fails to disclose its choice of home state, cf. Section 23, no later than 3 months after the issuer's shares or debt securities are first admitted to trading on a regulated market, the home state is the country where the issuer's shares or debt securities are admitted to trading on a regulated market. If the issuer has admitted shares or debt securities to trading on regulated markets in several countries within the European Union or countries with which the Union has concluded an agreement in the financial sector, and has not disclosed its choice of home state, all countries are considered home states until the issuer discloses its choice of home state in accordance with Section 23.

Section 23. An issuer must disclose its choice of home state.

Subsection 2. An issuer must simultaneously inform the competent authority in the home state and the competent authorities in all host states of its choice of home state. If the issuer's home state is not the country where the issuer has its registered domicile, the issuer must also inform the competent authority in the country where the issuer has its registered domicile of its choice of home state.

Requirements for Disclosure of Information

Section 24. An issuer must disclose and disseminate information under this chapter and Article 17, subsections 1 and 7, of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation) in such a way that access to this information can be quickly obtained throughout the European Union and countries with which the Union has concluded an agreement in the financial sector. The dissemination of the information must take place on a non-discriminatory basis.

Subsection 2. The information must be disseminated via media that can reasonably be expected to ensure that the information reaches the public throughout the European Union and countries with which the Union has concluded an agreement in the financial sector.

Section 25. An issuer must, simultaneously with the disclosure of information as mentioned in Section 24, subsection 1, submit the information to the Danish Financial Supervisory Authority, which stores it. The Danish Financial Supervisory Authority may appoint other authorities or legal entities in and outside Denmark to perform the task.

Periodic Disclosure Obligations

Section 26. An issuer of shares and debt securities must publish an annual report no later than 4 months after the end of the financial year.

Subsection 2. The financial statements contained in the annual report must be prepared in accordance with the national legislation of the country within the European Union or the country with which the Union has concluded an agreement in the financial sector where the issuer is registered. If the issuer is required to prepare consolidated financial statements, the audited annual financial statements must include such consolidated financial statements prepared in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards, as well as the parent company's annual financial statements prepared in accordance with the legislation of the country where the parent company is registered.

Subsection 3. Annual reports must be prepared in a common electronic reporting format in accordance with Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council as regards regulatory technical standards for specifying a common electronic reporting format.

Subsection 4. An annual report published pursuant to subsection 1 must be publicly accessible for at least 10 years.

Subsection 5. The Minister for Business may set rules on which requirements annual reports from issuers with a registered domicile in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, must meet, and on the responsibility for the information that must be compiled and published in the annual report.

Section 27. Issuers of shares and debt securities must, as soon as possible and no later than 3 months after the end of the half-year period, publish a half-yearly report approved by the highest management body.

Subsection 2. The financial statements contained in the half-yearly report must be prepared in accordance with the national legislation of the country within the European Union or the country with which the Union has concluded an agreement in the financial sector where the issuer has its registered domicile. If the issuer is required to prepare consolidated financial statements, the financial statements must be prepared in accordance with the international accounting standard for interim financial statements adopted under the procedure in Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards.

Subsection 3. Half-yearly reports published pursuant to subsection 1 must be publicly accessible for at least 10 years.

Subsection 4. The Minister for Business may set rules on which requirements half-yearly reports from issuers with a registered domicile in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, must meet, and on the responsibility for the information that must be compiled and published in the half-yearly report.

Section 28. Sections 26 and 27 do not apply to the following issuers:

Issuers that only issue debt securities admitted to trading on a regulated market, if the nominal value per unit is at least 100,000 euros, or if the nominal value per unit on the issuance date corresponds to at least 100,000 euros.
Countries within the European Union or countries with which the Union has concluded an agreement in the financial sector, and municipal and regional authorities in these countries.
International public law bodies of which one or more countries within the European Union or countries with which the Union has concluded an agreement in the financial sector are members.
The European Central Bank (ECB).
The European Financial Stability Facility (EFSF).
The European Stability Mechanism (ESM).
Other mechanisms established to maintain the financial stability of the Economic and Monetary Union by providing temporary financial assistance to the countries in the European Union that have the euro as their currency.
Central banks in countries within the European Union or countries with which the Union has concluded an agreement in the financial sector.

Subsection 2. Section 26 also does not apply to issuers that exclusively issue debt securities admitted to trading on a regulated market, if the nominal value per unit is at least 50,000 euros, or if the nominal value per unit on the issuance date corresponds to at least 50,000 euros, if the debt securities were admitted to trading on a regulated market before 31 December 2010.

Information on Payments to Authorities

Section 29. An issuer as mentioned in Sections 26 and 27 with activities within the exploration, prospecting, discovery, development and extraction of mineral, oil and natural gas deposits, etc. or logging of primary forests must, no later than 6 months after the end of each financial year, publish a report on payments to authorities approved by the highest management body.

Subsection 2. Payments to authorities must be calculated at the group level.

Subsection 3. A report published pursuant to subsection 1 must be publicly accessible for at least 10 years.

Subsection 4. Sections 99 c and 128 a of the Annual Accounts Act apply to reports on payments to authorities from issuers with a registered domicile in Denmark. Reports for issuers with a registered domicile in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector must be prepared in accordance with the legislation implementing Chapter 10 of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on annual financial statements, consolidated financial statements and related reports for certain types of undertakings, in the country where the issuer has its registered domicile.

Subsection 5. The Minister for Business may set rules on which requirements reports for issuers with a domicile in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, must meet.

Obligation to Disclose Changes in Major Shareholders' Holdings

Section 30. An issuer of shares must, upon receipt of a notice of flagging of voting rights and share capital, cf. Sections 38-40, publish the content of the notice. This must be done upon receipt of the notice, but no later than 3 business days thereafter.

Information on Holdings of Own Shares

Section 31. An issuer of shares must, immediately, but no later than 4 business days thereafter, publish a notice of the issuer's direct and indirect holdings of its own shares when the holdings constitute, exceed or fall below the thresholds of 5 or 10 percent of the voting rights or share capital.

Disclosure of Changes in Voting Rights and Total Capital

Section 32. An issuer of shares must publish the total number of voting rights and the total capital in the company no later than the end of each calendar month in which a change has taken place.

Information on Changes in Rights

Section 33. An issuer of shares must immediately publish all changes in rights attached to different share classes, including changes in the rights attached to derivative instruments issued by the issuer itself, which give access to the issuer's shares.

Subsection 2. Subsection 1 also applies to rights attached to other transferable securities than shares, including changes in the terms and conditions of these transferable securities, which may indirectly affect these rights.

Equal Treatment of Shareholders, etc.

Section 34. An issuer of shares that is not covered by the Companies Act must ensure equal treatment of all shareholders in the same share class.

Subsection 2. Issuers covered by subsection 1 must ensure that all facilities and information necessary for shareholders to exercise their rights are publicly accessible in the home state, including

providing information on the time, place and agenda of the general meeting, the total number of shares and voting rights, and shareholders' right to participate in the general meeting,
making a proxy available to anyone entitled to vote at the company's general meeting, together with the notice of meeting or upon request after notice of meeting,
publishing notices or issuing notifications on the distribution and payment of dividends and the issuance of new shares, as well as any allotment, subscription, cancellation or conversion schemes.

Subsection 3. Issuers covered by subsection 1 may decide at a general meeting that communication with shareholders takes place electronically. Section 92 of the Companies Act applies to such electronic communication.

Section 35. An issuer of debt securities must ensure equal treatment of all holders of equivalent debt securities, insofar as all rights attached to these debt securities are concerned.

Subsection 2. Issuers covered by subsection 1 must ensure that all facilities and information necessary for holders of debt securities to exercise their rights are publicly accessible in the home state. The issuer must in particular

publish notices or give notification on the time, place and agenda for meetings of holders of debt securities, payment of interest, exercise of any conversion, exchange, subscription or cancellation rights and redemption, and these holders' right to participate therein,
make a proxy available to anyone entitled to vote at a meeting for holders of debt securities, together with the notice of meeting or upon request after the notice,
appoint a credit institution as its representative through which holders of debt securities can exercise their rights.

Subsection 3. Issuers covered by subsection 1 may decide at a bondholders' meeting or, if this is not held, at a general meeting, that communication with holders of debt securities takes place electronically. Section 92 of the Companies Act applies to such electronic communication.

Subsection 4. Issuers covered by subsection 1, where the nominal value per unit of the issued debt securities is at least 100,000 euros, may convene a meeting in any country within the European Union or a country with which the Union has concluded an agreement in the financial sector. The first sentence applies mutatis mutandis to issuers covered by subsection 1, where the nominal value per unit of the debt securities is at least 50,000 euros, if these are admitted to trading on a regulated market in the European Union before 31 December 2010.

Authorization

Section 36. The Minister for Business may set detailed rules on issuers' disclosure obligations, including language, content and the manner in which disclosure, registration and storage of information must take place.

Chapter 6
Report on Deferral of Disclosure of Inside Information

Section 37. A report pursuant to Article 17, subsection 4, of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation) must be submitted to the Danish Financial Supervisory Authority upon request.

Section III
Investors and Offerors
Chapter 7
Major Shareholder Notices

Section 38. Any natural or legal person who directly or indirectly holds shares in a company covered by Section 1, subsection 4, must give notice to the company and the Danish Financial Supervisory Authority of holdings of shares in the company when the holdings constitute, exceed or fall below the thresholds of 5, 10, 15, 20, 25, 50 or 90 percent and the thresholds one third or two thirds of the voting rights or share capital.

Subsection 2. The obligation to give notice pursuant to subsection 1 includes voting rights that any natural or legal person is entitled to acquire, exercise or dispose of in any of the following cases or a combination thereof, and which

are held by a third party, with whom the natural or legal person has entered into an agreement obliging the parties to pursue a long-term, joint policy towards the company's management through the coordinated use of their voting rights,
are held by a third party pursuant to an agreement entered into with the natural or legal person regarding the temporary transfer of voting rights in return for consideration,
are attached to shares pledged as security to the natural or legal person, insofar as the person controls the voting rights and declares an intention to exercise them,
are attached to shares over which the natural or legal person has lifetime right of disposal,
are held or exercisable as mentioned in nos. 1-4 by a company controlled by the natural or legal person,
are attached to shares deposited with the natural or legal person, which this person may exercise at its own discretion when there are no specific instructions from the shareholders,
are held by a third party on its own behalf for the account of the natural or legal person, or
the natural or legal person may exercise by proxy, and which the person may exercise at its own discretion when there are no specific instructions from the shareholders.

Section 39. Any natural or legal person who directly or indirectly holds financial instruments covered by subsection 2 must give notice to the company that issued the underlying share and to the Danish Financial Supervisory Authority when the holdings of voting rights or of share capital in the underlying share constitute, exceed or fall below the thresholds of 5, 10, 15, 20, 25, 50 or 90 percent and the thresholds one third or two thirds.

Subsection 2. The obligation to give notice pursuant to subsection 1 includes:

Financial instruments that pursuant to agreement give the holder an unconditional right to acquire or the option to acquire already issued shares in companies covered by Section 1, subsection 4, no. 1.
Financial instruments that are not covered by item 1, but which are based on shares in companies covered by Section 1, paragraph 4, item 1, and which have an economic effect that can be equated with the effect of financial instruments as mentioned in item 1, regardless of whether they grant the right to acquire the shares.

Paragraph 3. The holding under paragraph 1 is calculated on the basis of the full nominal number of shares underlying the financial instrument. If the financial instrument only allows for cash settlement, the holding is calculated on a delta-adjusted basis by multiplying the nominal number of underlying shares by the instrument's delta.

Paragraph 4. In the calculation under paragraph 3, all financial instruments with the same underlying issuer are included. Only long positions are taken into account in the calculation of voting rights. Long positions may not be netted against short positions with the same underlying issuer.

Section 40. The obligation to give notice under Section 38 also applies to any natural or legal person whose share of the voting rights or of the share capital, held directly or indirectly by the person in accordance with Section 38, combined with the share of the voting rights or share capital attached to financial instruments held directly or indirectly in accordance with Section 39, constitutes, exceeds, or falls below the thresholds 5, 10, 15, 20, 25, 50, or 90 percent and the thresholds one-third or two-thirds of the voting rights or of the share capital.

Paragraph 2. The notice under paragraph 1 must contain a breakdown into the share of voting rights and the share of share capital attached to shares held in accordance with Section 38, and the share of voting rights and the share of share capital attached to financial instruments under Section 39.

Section 41. If the obligation to notify under Sections 38-40 arises as a result of a transaction initiated by the person subject to the notification obligation, notice to the company and the Danish Financial Supervisory Authority must be given immediately, but no later than 4 business days after the person subject to the notification obligation becomes or should have become aware that the transaction has been completed, subject to paragraph 3. The first sentence also applies to transactions initiated by a third party on behalf of the person subject to the notification obligation.

Paragraph 2. If the obligation to notify under Sections 38-40 arises as a result of the issuer having published a change in the total number of voting rights or the total capital in the company, cf. Section 32, notice to the company and the Danish Financial Supervisory Authority must be given immediately, but no later than 4 business days after the person subject to the notification obligation becomes aware that the transaction has been completed.

Paragraph 3. The person subject to the notification obligation under paragraph 1 is deemed to have knowledge that the notification obligation has arisen no later than 2 business days after the transaction.

Section 42. The Danish Financial Supervisory Authority may suspend shareholders' exercise of voting rights attached to shareholdings in the company to which notice must be given, in cases of gross or repeated violations of Sections 38-40, rules established pursuant to Section 43, or regulations issued pursuant to Directive 2004/109/EC of the European Parliament and of the Council 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.

Section 43. The Minister for Industry and Business may establish detailed rules on:

Holding and notification of holdings of shares, rights to acquire, exercise or dispose of voting rights and financial instruments under Sections 38-40.
The calculation method for holdings of financial instruments.
Exemptions from the notification obligations in Sections 38-40.
Suspension of the shareholder's exercise of voting rights in Section 42.

Chapter 8
Takeover Bids
Mandatory Takeover Bids

Section 44. Control as mentioned in Section 45 exists when the acquirer or persons acting in concert with the acquirer directly or indirectly hold at least one-third of the voting rights in a company, unless it can clearly be demonstrated in special cases that such ownership does not constitute control.

Paragraph 2. Control as mentioned in Section 45 also exists when an acquirer or persons acting in concert with the acquirer, who do not hold at least one-third of the voting rights in a company, have control over at least one-third of the voting rights by virtue of an agreement or the power to appoint or dismiss the majority of the members of the company's central management body.

Paragraph 3. In the calculation of voting rights, voting rights attached to shares held by the company itself or its subsidiaries are included. A company's acquisition of its own shares triggers an obligation to make a bid under Section 45 if the buyback results in an influence on the target company whereby a person obtains control under paragraph 1 or 2.

Section 45. If shares are acquired directly or indirectly by an acquirer or by persons acting in concert with the acquirer, the acquirer and any persons acting in concert with the acquirer must offer all shareholders of the target company the opportunity to dispose of their shares on identical terms, if the acquisition results in the acquirer and any persons acting in concert with the acquirer obtaining control over the target company.

Section 46. Section 45 does not apply:

To an acquisition that is the result of a voluntary takeover bid, cf. Section 47, to all shareholders to transfer their shares, if the voluntary takeover bid meets the conditions in Section 48 and the acquirer, as a result of the voluntary takeover bid, obtains more than half of the voting rights.
To the acquisition of shares by inheritance, creditor enforcement, or transfer within the same group.
To the acquisition of shares as a result of a placement guarantee in connection with issuances or as a result of an agreement with the issuer or one or more shareholders on the resale of shares, if shares are disposed of within 5 business days after the acquisition to such an extent that the holder no longer has control, and the voting rights are not exercised during the period or otherwise used to exercise control.

Paragraph 2. The Danish Financial Supervisory Authority may also exempt from the obligation in Section 45 if special circumstances apply.

Voluntary Takeover Bids

Section 47. If a public voluntary takeover bid is made with the aim of acquiring control as mentioned in Section 45, without there being an obligation to make a bid under Section 45, the offeror must give all shareholders of the company the opportunity to dispose of their shares on identical terms.

Requirements for the Offer Document

Section 48. An offeror must prepare and publish an offer document, which must be approved by the Danish Financial Supervisory Authority.

Paragraph 2. The offer document must contain information necessary for shareholders to take a position on the offer on an informed basis.

Authorization

Section 49. The Minister for Industry and Business may establish detailed rules on:

Mandatory takeover bids.
Voluntary takeover bids.
Notification of the decision to make an offer.
The content of the offer document, including the offer price and consideration, prohibition on entering into agreements on bonuses or similar benefits.
Approval and publication of documents and equal treatment of shareholders after the offer period has ended.
An obligation for the target company's central management body to explain the content of the offer and other duties of the central management body in relation to a takeover bid.
The legislation applicable to takeover bids and which authority is competent.

Chapter 9
Qualified Shareholdings
Operator of a Regulated Market

Section 50. An operator of a regulated market must publish and notify the Danish Financial Supervisory Authority of the names of all direct and indirect owners in the company, including names of natural and legal persons who directly or indirectly hold a qualified shareholding, cf. Section 5, paragraph 3, in the Act on Financial Business, in the operator, and the size of the relevant shareholdings.

Paragraph 2. If an operator of a regulated market becomes aware of a proposed acquisition or disposal of shares whereby there is a change in the identity of the natural or legal persons who directly or indirectly hold a qualified shareholding, the operator must immediately notify the Danish Financial Supervisory Authority thereof.

Paragraph 3. The Danish Financial Supervisory Authority may refuse to approve a proposed acquisition of a qualified shareholding if there are objective and demonstrable grounds for assuming that the acquisition will hinder the sound and prudent management of the regulated market. The operator or the proposed acquirer is obliged, upon request from the Danish Financial Supervisory Authority, to provide the Danish Financial Supervisory Authority with the necessary information for the purpose of assessing this.

Paragraph 4. 2) The Minister for Industry and Business establishes detailed rules on the calculation of qualified shareholdings under paragraph 1.

Operators of a Multilateral Trading Facility (MTF) or an Organised Trading Facility (OTF)

Section 51. Any natural or legal person or natural and legal persons acting in concert with each other, who propose to directly or indirectly acquire a qualified shareholding, cf. Section 5, paragraph 3, in the Act on Financial Business, in an operator of a multilateral trading facility (MTF) or an organised trading facility (OTF), must apply to the Danish Financial Supervisory Authority for approval of the proposed acquisition in advance. The same applies in the case of an increase in the qualified shareholding which results in it constituting or exceeding a threshold of respectively 20 percent, 33 percent and 50 percent of the share capital or voting rights after the acquisition, or results in the company becoming a subsidiary.

Paragraph 2. In connection with its assessment of an application received under paragraph 1, the Danish Financial Supervisory Authority must ensure consideration of the need for sound and prudent management of the company in which the acquisition is proposed. The assessment must also take into account the proposed acquirer's likely influence on the company, the proposed acquirer's suitability, and the financial soundness of the proposed acquisition based on the following criteria:

The reputation of the proposed acquirer.
The reputation and experience of the person or persons who will manage the company after the acquisition.
The financial situation of the proposed acquirer, particularly in relation to the nature of the business carried out or proposed to be carried out in the operator of the multilateral trading facility (MTF) or organised trading facility (OTF) in which the acquisition is proposed.
Whether the company can continue to comply with supervisory requirements in legislation, including whether the group which the company may become part of has a structure that makes it possible to carry out effective supervision and effective exchange of information between the competent authorities and to determine how responsibilities should be distributed between the competent authorities.
Whether there are reasonable grounds to assume that money laundering or financing of terrorism, cf. Sections 3 and 4 in the Act on Preventive Measures against Money Laundering and Financing of Terrorism, has taken place in connection with the proposed acquisition, that attempts have been made to do so, or that the proposed acquisition may increase the risk thereof.

Paragraph 3. In the Danish Financial Supervisory Authority's assessment under paragraph 1, consideration of the economic needs of the market must not be included.

Paragraph 4. The Danish Financial Supervisory Authority may refuse an application for approval of a proposed acquisition if, based on the criteria mentioned in paragraph 1, there are reasonable grounds to assume that the proposed acquirer will hinder the sound and prudent management of the company, cf. paragraph 1, or if the information received, in the Danish Financial Supervisory Authority's assessment, is not sufficient.

Paragraph 5. The Minister for Industry and Business establishes detailed rules on when an acquisition must be included in the calculation under paragraph 1.

Section 52. The Danish Financial Supervisory Authority confirms receipt of an application under Section 51 no later than 2 business days after receipt.

Paragraph 2. The Danish Financial Supervisory Authority has an assessment period of 60 business days from the time of the written confirmation of receipt of the application, cf. paragraph 1, and the documents required to be attached to the application, to carry out the assessment mentioned in Section 51, paragraphs 2-4. At the same time as confirming receipt of the application, cf. paragraph 1, the Danish Financial Supervisory Authority notifies the proposed acquirer of the date on which the assessment period expires.

Paragraph 3. The Danish Financial Supervisory Authority may, until the 50th business day of the assessment period, request further information necessary for the assessment. The request must be made in writing. If such a request is made, the assessment period is interrupted for the period between the time of the request and the receipt of the reply thereto. However, the interruption may not exceed 20 business days, subject to paragraph 4. No later than 2 business days after receipt of the information, the Danish Financial Supervisory Authority confirms receipt in writing.

Paragraph 4. The Danish Financial Supervisory Authority may extend the interruption of the assessment period as mentioned in paragraph 3 by up to 10 business days, if the proposed acquirer is:

resident or subject to the legislation of a country outside the European Union with which the Union has not concluded an agreement in the financial sector, or
a natural or legal person who has not been granted permission to carry out business, cf. Sections 7-11 in the Act on Financial Business or Section 13 in the Act on Fund Brokerage Companies and Investment Services and Activities, business issuing electronic money, cf. Section 2 in the Act on Payments, or business as a regulated market, cf. Section 59 in this Act, in Denmark or in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector.

Paragraph 5. If the Danish Financial Supervisory Authority does not give written refusal of the application during the assessment period, the acquisition is deemed to be approved.

Paragraph 6. The Danish Financial Supervisory Authority may, when approving an acquisition or increase under Section 51, paragraph 1, set a deadline for the completion thereof. The Danish Financial Supervisory Authority may extend such a deadline.

Paragraph 7. If the Danish Financial Supervisory Authority refuses an application for approval of a proposed acquisition, it must be justified in writing and notified to the proposed acquirer no later than 2 business days after the decision thereof. The notification must be made within the assessment period. The Danish Financial Supervisory Authority is obliged to publish the justification for the refusal if the proposed acquirer requests the Danish Financial Supervisory Authority to do so.

Section 53. Any natural or legal person or natural and legal persons acting in concert with each other, who propose to directly or indirectly dispose of a qualified shareholding, cf. Section 5, paragraph 3, in the Act on Financial Business, in an operator of a multilateral trading facility (MTF) or an organised trading facility (OTF), must notify the Danish Financial Supervisory Authority thereof in writing in advance, stating the size of the proposed future share capital. The same applies in the case of a reduction in a qualified shareholding in an operator of a multilateral trading facility (MTF) or an organised trading facility (OTF), if the threshold of respectively 20 percent, 33 percent and 50 percent of the share capital or voting rights is no longer reached or the company ceases to be the relevant person's subsidiary.

Section 54. If an operator of a multilateral trading facility (MTF) or an organised trading facility (OTF) becomes aware of acquisitions or disposals of shareholdings as mentioned in Section 51, paragraph 1, and Section 53, the company must immediately notify the Danish Financial Supervisory Authority thereof.

Paragraph 2. An operator of a multilateral trading facility (MTF) or an organised trading facility (OTF) must notify the Danish Financial Supervisory Authority by the end of February of the names of the capital owners who at the end of the previous year held a qualified shareholding in the company, and the size of these shareholdings.

Section 55. If capital owners holding shareholdings as mentioned in Section 51, paragraph 1, do not meet the requirements in Section 51, paragraph 2, the Danish Financial Supervisory Authority may revoke the voting right attached to the relevant owners' capital shareholdings, or order the company to follow certain guidelines.

Paragraph 2. The Danish Financial Supervisory Authority may revoke the voting right attached to capital shareholdings owned by natural or legal persons who do not comply with the obligation in Section 51, paragraph 1, to apply in advance for approval. The capital shareholdings are assigned full voting rights again if the Danish Financial Supervisory Authority can approve the acquisition.

Paragraph 3. If a natural or legal person has acquired capital shareholdings as mentioned in Section 51, paragraph 1, despite the Danish Financial Supervisory Authority having refused to approve this acquisition of capital shareholdings, the Danish Financial Supervisory Authority must revoke the voting right attached to these capital shareholdings.

Paragraph 4. The Danish Financial Supervisory Authority must inform the relevant operator of a multilateral trading facility (MTF) or an organised trading facility (OTF) when the Danish Financial Supervisory Authority has revoked the voting right attached to capital shareholdings in the company pursuant to paragraphs 1-3. The Danish Financial Supervisory Authority must also inform the company if capital shareholdings are again assigned full voting rights pursuant to paragraph 2, second sentence.

Paragraph 5. If the Danish Financial Supervisory Authority has revoked the voting right pursuant to paragraphs 1-3, the capital shareholding cannot be included in the calculation of the voting capital represented at the general meeting.

Part IV
General rules for supervised undertakings
Chapter 10
Confidentiality

§ 56. Board members and auditors as well as directors and other employees of operators of a regulated market, approved publication arrangements (APAs) or approved reporting mechanisms (ARMs), which are exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Danish Financial Supervisory Authority (Finanstilsynet), central counterparties (CCPs) and central securities depositories (CSDs) must not disclose without justification what they have learned in the course of their duties or employment. If an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by Finanstilsynet, is operated as a sole proprietorship, the first sentence applies mutatis mutandis to the owner.

Subsection 2. Subsection 1 does not prevent an undertaking covered by subsection 1 from passing on information to a regulated market for financial instruments in a country within the European Union or in a country with which the Union has concluded a cooperation agreement in the financial sector, or to a foreign regulated market recognized by Finanstilsynet, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by Finanstilsynet, a central counterparty (CCP) and a central securities depository (CSD), as part of cooperation with other undertakings covered by subsection 1, provided that the information is subject to equivalent confidentiality obligations on the part of the recipients.

Subsection 3. Information covered by subsection 1 also includes information received by an undertaking covered by subsection 1 from other undertakings covered by subsection 1 or from foreign regulated markets, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by Finanstilsynet, central counterparties (CCPs) and central securities depositories (CSDs), where it is indicated that the information is secret or confidential, or where this follows from the nature of the information.

Submission of audit reports and annual reports

§ 57. For an operator of a regulated market, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by Finanstilsynet, a central counterparty (CCP), a central securities depository (CSD) and a registered payment system, the auditor's audit report concerning the annual report and, for undertakings with internal audit, the internal audit chief's audit report concerning the annual report, must be submitted to Finanstilsynet no later than simultaneously with the reporting of the annual report to the Danish Business Authority. For payment systems registered by Danmarks Nationalbank, cf. § 180, the audit reports must be submitted to Danmarks Nationalbank. If the auditor does not keep an audit report concerning the annual report, the undertaking must submit other equivalent documentation.

Subsection 2. Finanstilsynet may, after consultation with the Danish Business Authority, lay down detailed rules on the submission of annual reports to the Danish Business Authority and rules on the publication of annual reports. Detailed rules may be laid down therein on the submission of annual reports digitally to the Danish Business Authority and on digital communication in connection therewith.

Disclosure obligations for auditors of operators of regulated markets, approved publication arrangements (APAs) or approved reporting mechanisms (ARMs)

§ 57a. An external auditor of an operator of a regulated market, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by Finanstilsynet, must immediately notify Finanstilsynet of any matter and any decision concerning the undertaking of which the auditor becomes aware in the course of performing the duties as auditor, and which may

constitute a significant breach of statutory provisions or regulations laying down the conditions for the grant of authorization, or which specifically concern the activities of the operator of a regulated market, the approved publication arrangement (APA) or the approved reporting mechanism (ARM),
affect the continued operation of the operator of a regulated market, the approved publication arrangement (APA) or the approved reporting mechanism (ARM), or
lead to the auditor's refusal to sign the accounts or to the modification of the conclusion.

Subsection 2. The obligation to notify also covers any matter and any decision covered by subsection 1, of which the external auditor becomes aware as auditor of an undertaking that has close links with the operator of a regulated market, the approved publication arrangement (APA) or the approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by Finanstilsynet.

Reporting scheme

§ 58. An operator of a regulated market, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by Finanstilsynet, and a central securities depository (CSD) must have a scheme according to which the undertaking's employees can report breaches or potential breaches of this Act or regulations made pursuant thereto or Regulations of the European Union for the areas of the Act which Finanstilsynet supervises compliance with pursuant to the rules set out in § 211, subsections 1-3, and § 213, subsections 1-3 and 5, committed by the undertaking, including by employees or members of the board of the undertaking. Reports to the scheme must be able to be made anonymously. The undertaking must follow up on reports to the scheme and be able to document in writing how the undertaking has followed up on the reports. The Act on the protection of whistleblowers applies to the scheme in the first sentence, cf. however § 2 of the Act on the protection of whistleblowers.

Subsection 2. The scheme in subsection 1 may be established through a collective agreement.

Subsection 3. Employers carrying out supervised business must introduce appropriate internal procedures according to which the undertaking's employees can report breaches of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation) and regulations made pursuant thereto.

Subsection 4. If an employee or former employee and an operator of a regulated market, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by Finanstilsynet, or a central securities depository (CSD) conclude an agreement containing a confidentiality clause, it must appear from the agreement that the employee or former employee is not precluded from reporting information about breaches or potential breaches of this Act or regulations made pursuant thereto or Regulations of the European Union for the areas of the Act which Finanstilsynet supervises compliance with pursuant to the rules set out in § 211, subsections 1-3, and § 213, subsections 1-3 and 5, to public authorities.

Subsection 5. Notwithstanding subsection 4, the employee or former employee is not precluded from reporting information about breaches or potential breaches of this Act or regulations made pursuant thereto or Regulations of the European Union for the areas of the Act which Finanstilsynet supervises compliance with pursuant to the rules set out in § 211, subsections 1-3, and § 213, subsections 1-3 and 5, to public authorities, even if such a prohibition is included in an agreement between the employee or former employee and the operator of a regulated market, the approved publication arrangement (APA) or the approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by Finanstilsynet, or the central securities depository (CSD). The same applies to reports to schemes pursuant to subsections 1-3.

§ 58a. (Repealed)

Part V
Regulated markets
Chapter 11
Authorizations etc.

§ 59. The operation of a regulated market may not be commenced before Finanstilsynet has granted authorization for this.

Subsection 2. The authorization pursuant to subsection 1 is granted when

members of the applicant's board of directors and management or the owner of an operator of a regulated market, which is a sole proprietorship, meet the requirements in §§ 68 and 69 and members of the board of directors of an applicant or the owner of an applicant, which is a sole proprietorship, which in 2 consecutive financial years has had a net turnover of DKK 100 million or more, meet the requirement in § 70, subsection 1, cf. however subsection 3,
owners of qualifying holdings meet the requirements in § 50 and
the applicant meets the requirements in Chapters 11-14, 22 and 23.

Subsection 3. Members of the board of directors and management of an already authorized operator of a regulated market in a country within the European Union or a country with which the Union has concluded an agreement in the financial sector, or the owner of a sole proprietorship, which is an already authorized operator of a regulated market in a country within the European Union or a country with which the Union has concluded an agreement in the financial sector, are deemed to meet the requirements in § 68 in connection with an application for authorization to operate a regulated market.

Subsection 4. An application for authorization pursuant to subsection 1 must contain the information necessary for Finanstilsynet's assessment of whether the applicant meets the requirements in Chapters 11-14, 22 and 23 at the time of the authorization, including a business plan, an organizational plan, business procedures and control and security measures.

Subsection 5. Authorization or refusal of authorization must be granted to the applicant no later than 6 months after receipt of a complete application. Finanstilsynet must, regardless of the first sentence, make a decision no later than 12 months after receipt of the application. If Finanstilsynet has not made a decision no later than 6 months after receipt of a complete application for authorization, the applicant may bring the matter before the courts.

Subsection 6. If an operator of a regulated market is operated as a legal person without a board of directors or management, subsection 2, no. 1, and subsection 3 apply to the person or persons responsible for management.

§ 60. Finanstilsynet may withdraw an authorization pursuant to § 59 when

the operator of a regulated market explicitly waives the use of the authorization,
the operation of a regulated market has not commenced no later than 12 months after the authorization was granted,
the operation of a regulated market is not exercised for a period of more than 6 months,
the operator of a regulated market obtained the authorization by using false statements or in another unlawful manner,
the operator of a regulated market no longer meets the conditions on which the authorization was granted,
charges have been brought against the owner of an operator of a regulated market, which is a sole proprietorship, for breach of the Penal Code, this Act or other financial legislation, until the criminal case is resolved, if a conviction would mean that the person concerned does not meet the requirements in § 68, subsection 1, no. 3, or
the operator of a regulated market grossly or repeatedly disregards its obligations under this Act, regulations made pursuant to the Act, orders pursuant to Chapter 37, obligations under Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and regulations made pursuant thereto or obligations under Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets and regulations made pursuant thereto.

Subsection 2. Withdrawal of authorization pursuant to subsection 1, no. 5, on the grounds of failure to meet the requirements in § 68, subsection 1, nos. 2-5, or § 69 and withdrawal pursuant to subsection 1, no. 6, may be demanded by the owner of an operator of a regulated market, which is a sole proprietorship, to be brought before the courts. Request for this must be submitted to Finanstilsynet within 4 weeks after withdrawal of authorization has been notified to the person concerned. Finanstilsynet brings the matter before the courts within 4 weeks after receipt of the request. The matter is brought in the forms of civil procedure.

§ 61. Operators of a regulated market operating a market on which financial instruments are admitted to trading have the exclusive right to use the terms stock exchange and regulated market in their name and regarding the regulated market.

Subsection 2. An operator of a regulated market must publish on its website which rules are attached to the financial instruments that are admitted to trading on the relevant regulated market.

Subsection 3. Other natural or legal persons than operators pursuant to subsection 1 must not use names or designations for their business that are suitable to create the impression that they operate a regulated market on which financial instruments are admitted to trading.

§ 62. Operators of a regulated market may outsource a process, a service or an activity that the operators would otherwise perform themselves to a supplier. The first sentence also applies to an operator of a regulated market operating a multilateral trading facility (MTF) or an organized trading facility (OTF). The first sentence does not apply to outsourcing in the digital operational area.

Subsection 2. Finanstilsynet may decide that the outsourcing company's outsourcing must be terminated within a deadline set by Finanstilsynet if the outsourcing contract or its parties do not meet the regulations made pursuant to subsection 3.

Subsection 3. The Minister for Business Affairs lays down detailed rules on outsourcing regarding

the management systems, responsibility, risk management, monitoring, control and reporting of outsourcing companies in connection with outsourcing to a supplier, including the supplier's further outsourcing,
the internal guidelines for outsourcing of outsourcing companies,
the handling of conflicts of interest by outsourcing companies in connection with outsourcing,
the requirements that outsourcing companies must ensure at all times that suppliers or sub-suppliers meet, including also access, information and audit rights at suppliers and sub-suppliers,
the requirements for the content of the contract and
the obligation of outsourcing companies to notify Finanstilsynet of outsourcing.

§ 62a. (Repealed)

Chapter 12
Management and organization of the regulated market

§ 63. The board of directors of an operator of a regulated market must ensure effective and prudent management of the operator. The board must, among other things, assess whether the management performs its tasks in a satisfactory manner and in accordance with the operator's obligations pursuant to § 71.

Subsection 2. The board of directors of an operator of a regulated market must decide on the frequency and scope of the management's reporting to and information of the board, so that the board has a thorough overview of the operator and its risks, and so that the reporting is otherwise sufficient for the board's work.

Subsection 3. If an operator of a regulated market is operated as a legal person without a board of directors, subsections 1 and 2 apply mutatis mutandis to the highest management body.

Subsection 4. If an operator of a regulated market is operated as a sole proprietorship, the owner must ensure effective and prudent management of the operator.

§ 64. The board of directors of an operator of a regulated market must establish a policy for diversity in the board that promotes sufficient diversity in qualifications and competences among the members of the board.

Subsection 2. In an operator of a regulated market that has established a nominations committee pursuant to § 65, the duty in subsection 1 lies with the nominations committee.

Subsection 3. If an operator of a regulated market is operated as a legal person without a board of directors, subsection 1 applies mutatis mutandis to the highest management body.

Subsection 4. An operator of a regulated market, which is a sole proprietorship, is not obliged to establish a diversity policy as mentioned in subsection 1.

§ 65. An operator of a regulated market, which in 2 consecutive financial years has had a net turnover of DKK 100 million or more, must establish a nominations committee.

Subsection 2. The chairman and members of the nominations committee must be members of the board of directors of the relevant operator.

Subsection 3. The nominations committee must

propose candidates for election to the board,
establish a policy for diversity in the board that promotes sufficient diversity in qualifications and competences among the members of the board,
continuously and at least once a year assess the board's size, structure, composition and results in relation to the tasks to be performed, and report and make recommendations for any changes thereto to the full board, and
continuously and at least once a year assess whether the full board has the necessary combination of knowledge, professional competence, diversity and experience, and whether each board member meets the requirements in § 68, and report and make recommendations for any changes thereto to the full board and
continuously review the board's policy for the selection and appointment of members of the executive board, if such a policy has been drawn up, and make recommendations to the board regarding this.

Subsection 4. When the nominating committee proposes candidates elected to the board in accordance with subsection 3, item 1, the nominating committee shall draw up a description of the functions and qualifications required for the specific post, and indicate the time expected to be allocated to this.

Subsection 5. The nominating committee must have the opportunity to utilize all resources that the committee deems necessary, including external advice, and the relevant operator must ensure that the nominating committee has sufficient financial resources for this purpose.

Subsection 6. If an operator of a regulated market is operated by a legal person without a board, subsections 2-5 apply correspondingly to the highest management body.

Subsection 7. Subsections 1-5 do not apply to an operator of a regulated market operated as a sole proprietorship.

§ 65 a. In an operator of a regulated market that is obliged to establish a nominating committee, cf. § 65, subsection 1, the nominating committee shall:

set targets for the proportion of general meeting-elected members of the underrepresented sex on the board and draw up a policy for how the target is to be achieved, unless there is an equal distribution of women and men among the general meeting-elected members of the board,
set targets for the proportion of the underrepresented sex on the operator's other management levels, unless there is an equal distribution of women and men on the other management levels, and
draw up a policy to increase the proportion of the underrepresented sex on the operator's other management levels, unless there is an equal distribution of women and men on the other management levels.

Subsection 2. By "other management levels" is meant two management levels below the board. The first management level below the board comprises the executive board and the persons who are organizationally at the same management level as the executive board. The second management level comprises persons with personnel responsibility who report directly to the first management level below the board.

Subsection 3. The nominating committee must set a new and higher target for the proportion of the underrepresented sex pursuant to subsection 1, items 1 and 2, when the operator has reached its previously set target, or a new target when the time horizon for the expected fulfillment has expired.

Subsection 4. If an operator of a regulated market is operated by a legal person without a board, subsections 1-3 apply correspondingly to the highest management body.

Subsection 5. Subsections 1-4 do not apply to companies covered by the Gender Balance Act.

§ 66. The board of an operator of a regulated market must ensure that its members have sufficient collective knowledge, professional competence, and experience to be able to understand the operator's activities and the risks associated with them.

Subsection 2. If an operator of a regulated market is operated by a legal person without a board, subsection 1 applies correspondingly to the highest management body.

Subsection 3. Subsection 1 does not apply to an operator of a regulated market that is a sole proprietorship.

§ 67. An operator of a regulated market must allocate the personnel and financial resources necessary to ensure sufficient opportunities for introductory and further training courses for members of the board and executive board or the holder of an operator of a regulated market that is a sole proprietorship.

Subsection 2. If an operator of a regulated market is operated by a legal person without a board or executive board, the operator must allocate the personnel and financial resources necessary to ensure sufficient opportunities for introductory and further training courses for members of the highest management body and the daily management.

§ 68. A member of the board or executive board in an operator of a regulated market or the holder of an operator of a regulated market that is a sole proprietorship:

must have sufficient knowledge, professional competence, and experience to be able to perform the office or position,
must have a sufficiently good reputation and be able to demonstrate honesty, integrity, and sufficient independence in the performance of the office or position,
must not be subject to criminal liability for violation of the Penal Code, financial legislation, or other relevant legislation, if the violation involves a risk that the person cannot perform their office or position in a satisfactory manner,
must not have filed a petition for or be under reconstruction proceedings, bankruptcy, or debt settlement, and
must not have exhibited such behavior that there is reason to assume that the member will not perform the office or position in a defensible manner.

Subsection 2. When a person assumes an office as a board member or a position as a director in an operator of a regulated market, the Financial Supervisory Authority ensures that the person meets the suitability and integrity requirements in subsection 1. The Financial Supervisory Authority makes a decision on whether the person can hold the office or position in the relevant company. The first and second sentences apply correspondingly to the holder of an operator of a regulated market that is a sole proprietorship.

Subsection 3. If the Financial Supervisory Authority assesses that the person does not meet the requirements in subsection 1, items 2-5, the duration of the decision must be stated in the decision.

Subsection 4. The Financial Supervisory Authority may in special cases, where the Financial Supervisory Authority assesses that a person does not have sufficient professional prerequisites or experience in relation to the position as a member of the executive board, for which the person is assessed, make a decision that the person may hold the position under specifically determined conditions.

Subsection 5. A member of the board or executive board in an operator of a regulated market must inform the Financial Supervisory Authority of circumstances as mentioned in subsection 1 in connection with entering the company's management and of circumstances as mentioned in subsection 1, items 2-5, if the circumstances subsequently change. An operator of a regulated market that is a sole proprietorship must inform the Financial Supervisory Authority of circumstances as mentioned in subsection 1 in connection with the application for permission, cf. § 59, and of circumstances as mentioned in subsection 1, items 2-5, if the circumstances subsequently change.

Subsection 6. If an operator of a regulated market is operated by a legal person without a board or executive board, subsections 1-5 apply correspondingly to the person or persons responsible for management.

§ 69. A member of the board or executive board in an operator of a regulated market or the holder of an operator of a regulated market that is a sole proprietorship must allocate sufficient time to perform the office or position in the relevant operator.

Subsection 2. If an operator of a regulated market is operated by a legal person without a board or executive board, subsection 1 applies correspondingly to the person or persons responsible for management.

§ 70. A member of the board in an operator of a regulated market or the holder of an operator of a regulated market that is a sole proprietorship, which in 2 consecutive financial years has had a net turnover of DKK 100 million or more, may, including the office in the relevant operator, perform either a director position combined with two board offices or a total of four board offices, cf. however subsections 2-9.

Subsection 2. Subsection 1 does not apply to a member of the board in an operator of a regulated market who is appointed to the board of the operator by the Danish State or a company owned by the Danish State.

Subsection 3. Director positions and board offices in companies and organizations that do not pursue predominantly commercial purposes, or board offices in companies where the member is appointed to the board by the Danish State or a company owned by the Danish State, or where the company is owned by the Danish State, shall not be counted in the calculation of the number of positions and offices pursuant to subsection 1.

Subsection 4. Director positions and board offices in group-related companies count as a single director position or a single board office in the calculation of the number of positions and offices pursuant to subsection 1.

Subsection 5. Director positions and board offices in companies where the operator of a regulated market owns a qualifying share count as a single director position or a single board office in the calculation of the number of positions and offices pursuant to subsection 1.

Subsection 6. The Financial Supervisory Authority may permit a member of the board to perform an additional board office beyond the number mentioned in subsection 1, if this is found to be defensible with regard to the board member's other director positions and board offices and the work associated with them. The same applies to the holder of an operator of a regulated market that is a sole proprietorship.

Subsection 7. The Financial Supervisory Authority may in special cases, where a director position or a board office requires a very modest resource consumption, permit that the position or office is not counted in the calculation of the number of positions and offices pursuant to subsection 1.

Subsection 8. A member of the board in an operator of a regulated market who becomes subject to subsection 1, and who at this time performs more director positions or board offices than allowed pursuant to subsection 1, may continue to perform these positions and offices until the expiration of the term of office for the board office in the operator, which causes the board member to be subject to subsection 1. The holder of an operator of a regulated market that is a sole proprietorship who becomes subject to subsection 1, and who at this time performs more director positions or board offices than allowed pursuant to subsection 1, may continue to perform these positions and offices until 12 months after the expiration of the financial year in which the holder became subject to subsection 1.

Subsection 9. Board alternates who enter the board in an operator of a regulated market, which in 2 consecutive financial years has had a net turnover of DKK 100 million or more, and who at the time when they enter the board perform more director positions or board offices than allowed pursuant to subsection 1, may continue to perform these positions and offices until the expiration of the term of office for the relevant board office in the operator.

Subsection 10. If an operator of a regulated market is operated by a legal person without a board, subsection 1, cf. however subsections 2-9, applies correspondingly to the person or persons responsible for management.

Chapter 13
Requirements for operation, access, etc.

§ 71. An operator of a regulated market is responsible for ensuring that the relevant market is operated in a secure and appropriate manner.

Subsection 2. An operator of a regulated market must:

be able to identify and handle any potential conflicts of interest between, on the one hand, the operator and the operator's ownership circle and, on the other hand, the proper functioning of the market,
be able to manage the risks to which the operator and the market are exposed, including being able to demonstrate all significant risks for the operation of the market and introduce effective measures to reduce these risks,
be able to manage IT risks in accordance with Chapter II of Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector,
have clear and transparent rules and procedures that ensure fair and correct trading, and establish objective criteria for the efficient execution of orders,
ensure the efficient and timely execution of transactions carried out in the market's systems,
have sufficient financial resources to ensure the proper functioning of the market with regard to the transactions carried out on the market and the risks to which the market is exposed,
have arrangements that ensure that the operator meets the data quality standards set out in Article 22b in the Regulation on markets in financial instruments of the European Parliament and of the Council, and
have at least three active members or customers, each of whom has the opportunity to interact with all the others with regard to price formation.

Subsection 3. An operator of a regulated market must not execute customer orders over own inventory or use order matching.

§ 72. An operator of a regulated market may enter into suitable agreements with a central counterparty (CCP), a clearing house, or a settlement institution regarding the clearing and settlement of some or all transactions carried out via the regulated market's systems.

Subsection 2. If the operator of the regulated market enters into an agreement as mentioned in subsection 1 with a party domiciled in a country within the European Union or in a country with which the Union has concluded an agreement in the financial area, the Financial Supervisory Authority may only oppose the agreement if it can be proven that this is necessary to ensure the proper functioning of the regulated market, or if the Financial Supervisory Authority finds that clearing and settlement in accordance with the agreement cannot be carried out in a technically defensible manner.

§ 73. An operator of a regulated market must set rules for membership of the relevant market. The rules must be clear, non-discriminatory, and based on objective criteria. The rules must indicate any obligations for members resulting from:

establishment and operation of the market,
rules for transactions on the market,
professional standards imposed on employees of securities firms operating on the market,
conditions set for other members of the market than securities firms, and
rules and procedures for clearing and settlement of transactions carried out on the market.

Subsection 2. The rules for the regulated market regarding clearing and settlement must ensure that members of the regulated market have the right to use another settlement system for transactions with financial instruments than the one chosen by the operator of a regulated market, if:

the necessary connections and arrangements have been established between the settlement system chosen by the member and any other relevant system or any other relevant facility to ensure efficient and economic settlement of the relevant transaction, and
the Financial Supervisory Authority finds that the technical conditions for settlement of transactions on the regulated market through another settlement system than the one chosen by the operator are suitable to ensure the efficient and proper functioning of the financial markets.

§ 74. Securities firms with permission to execute customer orders or to trade for own account, the National Bank of Denmark, and other central banks in countries within the European Union or countries with which the Union has concluded an agreement in the financial area, have the right to become members of a regulated market if they meet the rules set for membership of the relevant market pursuant to § 73. The same applies to credit institutions and investment firms that have permission in their home country to execute customer orders or to trade for own account, but do not conduct trading with financial instruments through a branch or by services here in the country, cf. §§ 30 and 31 of the Act on Financial Business and §§ 42 and 43 of the Act on Securities Firms and Investment Services and Activities.

Subsection 2. Securities firms covered by subsection 1 and central banks in countries within the European Union or countries with which the Union has concluded an agreement in the financial area, have the right to become remote members of a regulated market, unless physical presence according to the regulated market's trading procedures and systems is necessary to carry out transactions on the market.

Subsection 3. An operator of a regulated market may admit other natural or legal persons than those mentioned in subsection 1 as members of the regulated market, cf. however subsection 4, if the persons have:

a good reputation,
sufficient trading ability, competence, and experience,
appropriate administrative procedures, and
sufficient resources to perform the functions that follow from membership of the regulated market, including participation in the financial measures that the operator of the regulated market has taken with a view to ensuring appropriate settlement of transactions.

Subsection 4. Notwithstanding subsection 3, an operator of a regulated market may only admit persons domiciled in a country outside the European Union, with which the Union has not concluded an agreement in the financial area, if these are credit institutions, investment firms, or central banks. If the relevant credit institution or investment firm is not covered by § 2, subsection 1, item 4, admission requires permission from the Financial Supervisory Authority.

Subsection 5. An operator of a regulated market must notify the Financial Supervisory Authority of changes in the regulated market's membership circle.

Chapter 14
Admission to trading, suspension, deletion, and monitoring

§ 75. An operator of a regulated market must have clear rules for the admission of financial instruments to trading on the regulated market. The rules must ensure that financial instruments admitted to trading can be traded in a fair, orderly, and efficient manner.

Subsection 2. For transferable securities covered by § 4, subsection 1, item 1, the rules must in particular ensure that the transferable securities are freely transferable.

Subsection 3. For derivatives covered by § 4, subsection 1, items 4-10, the rules must in particular ensure that the derivative contract is designed in a way that ensures correct price formation and effective settlement conditions.

Subsection 4. An operator of a regulated market may only admit instruments with the prior approval of the Financial Supervisory Authority.

ter, der ikke er omfattet af § 4, stk. 1, til handel på det regulerede marked.

§ 76. An operator of a regulated market shall, when admitting financial instruments to trading on the regulated market, ensure that the rules laid down pursuant to § 75, subsection 1, are complied with, and that an approved, published, and valid prospectus exists, pursuant to Article 3 of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.

§ 77. An operator of a regulated market may, without the consent of the issuer, admit a transferable security to trading on the regulated market if the security, with the consent of the issuer, is admitted to trading on another regulated market in this country or in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field. When admitting a transferable security to trading, the person who causes the admission of the security to trading shall be responsible for compliance with the provisions of this Act regarding disclosure obligations for issuers and regarding prospectuses.

Subsection 2. The operator shall, no later than simultaneously with the admission of the security to trading, pursuant to subsection 1, inform the issuer that the issuer's transferable security has been admitted to trading on the relevant regulated market.

§ 78. An operator of a regulated market may suspend or delete a financial instrument from trading on the regulated market if the instrument no longer complies with the rules of the regulated market. However, suspension or deletion may not be carried out if there is a likelihood that it would be significantly detrimental to the interests of investors or the proper functioning of the market.

Subsection 2. An operator that, pursuant to subsection 1, makes a decision to suspend or delete a financial instrument shall also suspend or delete derivatives relating to or based on the relevant instrument, when this is necessary to promote the objectives of the decision taken pursuant to subsection 1.

Subsection 3. The operator shall, as soon as possible, publish decisions taken pursuant to subsections 1 and 2 and, no later than simultaneously therewith, notify the Danish Financial Supervisory Authority of the relevant information on which the decision is based.

Subsection 4. The operator may revoke a suspension pursuant to subsections 1 and 2 if the financial instrument again complies with the rules of the regulated market. Subsections 1-3 also apply when a suspension of a financial instrument is revoked.

§ 79. If an operator of a regulated market makes a decision to suspend or delete a financial instrument or derivatives thereof pursuant to § 78, subsection 1 or 2, due to suspicion of market abuse, a takeover bid, or failure to disclose inside information about the issuer or the financial instrument in contravention of Articles 7 and 17 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), the Danish Financial Supervisory Authority may require operators of other trading venues and systematic internalisers to also suspend or delete the affected financial instrument or derivatives thereof from trading. However, suspension or deletion may not be carried out if there is a likelihood that it would be significantly detrimental to the interests of investors or the proper functioning of the market.

Subsection 2. Subsection 1 also applies to a decision to suspend or delete a financial instrument or derivatives thereof taken by an operator of a trading venue in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field.

Subsection 3. The Danish Financial Supervisory Authority may make a decision to revoke the suspension of trading with a financial instrument or a derivative relating to or based on the relevant financial instrument. Subsections 1 and 2 also apply to decisions taken by the Danish Financial Supervisory Authority pursuant to the first sentence.

§ 80. An operator of a regulated market shall have effective arrangements and procedures and adequate resources for the regular monitoring of whether members of the regulated market comply with the rules of the regulated market.

Subsection 2. An operator of a regulated market shall register the orders placed or cancelled, and the transactions carried out by members of the regulated market using the systems of the regulated market, with a view to being able to demonstrate breaches of the rules of the regulated market, trading practices contrary to the rules for the regulated market, or conduct that may involve a breach of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), or system failures in connection with a financial instrument.

§ 81. An operator of a regulated market shall, as soon as possible, notify the Danish Financial Supervisory Authority if the operator becomes aware of or has reason to suspect significant breaches of the rules of the regulated market, trading practices contrary to the rules of the regulated market, or conduct that may involve a breach of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), or system failures in connection with a financial instrument.

§ 82. An operator of a regulated market shall have arrangements:

to verify that issuers of transferable securities admitted to trading on the regulated market comply with their disclosure obligations,
to facilitate members of the regulated market's access to published information, and
for regular verification that the financial instruments admitted to trading on the regulated market continuously meet the admission requirements in § 75.

Official Listing

§ 83. The Danish Financial Supervisory Authority may, upon request from an issuer of shares, share certificates, or bonds, make a decision on the official listing of the relevant financial instrument, if it is admitted or will be admitted to trading on a regulated market.

1 May 2026. 22 No. 464.

Subsection 2. The Minister for Business may lay down detailed rules on the conditions for the official listing of shares, share certificates, and bonds pursuant to subsection 1 and on suspension from official listing.

Chapter 15
CO2 Auction Platform

§ 84. An operator of a regulated market with its home country in Denmark may obtain the Danish Financial Supervisory Authority's permission to operate an auction platform in accordance with Commission Regulation (EU) No 1031/2010 of 12 November 2010 on the timing and administrative aspects of auctions of greenhouse gas emission allowances and other aspects relating to such auctions pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community.

Subsection 2. An operator of a regulated market that does not have its home country in Denmark may obtain permission pursuant to subsection 1 if:

the operator has its home country in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field, and
the competent authority in the operator's home country has granted the operator permission to operate a regulated market and supervises the operator in accordance with the home country's legislation implementing Part III of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

Subsection 3. An operator of a regulated market with its home country in Denmark may obtain permission to operate a regulated market that has permission to be an auction platform in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field, in accordance with Commission Regulation (EU) No 1031/2010 of 12 November 2010 on the timing and administrative aspects of auctions of greenhouse gas emission allowances and other aspects relating to such auctions pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community, if:

the operator meets the requirements of Parts IV, V, and VII of this Act with the necessary adjustments, and
the competent authority in the home country of the regulated market has granted the regulated market permission in accordance with Commission Regulation (EU) No 1031/2010 of 12 November 2010 on the timing and administrative aspects of auctions of greenhouse gas emission allowances and other aspects relating to such auctions pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community and supervises the regulated market in accordance with the home country's legislation implementing Part III of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

Subsection 4. Permission or refusal of permission pursuant to subsections 1-3 shall be communicated to the operator no later than 6 months after receipt of a complete application. The Danish Financial Supervisory Authority shall, regardless of the first sentence, make a decision no later than 12 months after receipt of the application. If the Danish Financial Supervisory Authority has not made a decision no later than 6 months after receipt of a complete application for permission, the operator may bring the matter before the courts.

§ 85. The Danish Financial Supervisory Authority may withdraw a permission pursuant to § 84 if:

the operation of an auction platform is not commenced within a deadline set in the permission, or, if no deadline is set in the permission, no later than 12 months after the permission is granted,
the operator of a regulated market explicitly waives the use of the permission,
the operation of an auction platform is not carried out for a continuous period of more than 6 months,
the operator of a regulated market obtained the permission by using false statements or in any other improper manner,
the operator of a regulated market no longer meets the conditions on which the permission was granted, or
the operator of a regulated market grossly or repeatedly fails to comply with its obligations under this Act, rules laid down pursuant to this Act, orders pursuant to Chapter 37, or obligations under Commission Regulation (EU) No 1031/2010 of 12 November 2010 on the timing and administrative aspects of auctions of greenhouse gas emission allowances and other aspects relating to such auctions pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community.

Part VI
Multilateral Trading Facilities (MTFs) and Organised Trading Facilities (OTFs)

Chapter 16
Permission and Withdrawal of Permission

§ 86. The operator of a regulated market may not commence the operation of a multilateral trading facility (MTF) or an organised trading facility (OTF) before the Danish Financial Supervisory Authority has granted permission for this.

Subsection 2. Permission pursuant to subsection 1 is granted when the operator of a regulated market:

has permission pursuant to § 59, subsection 1, or § 127,
meets the requirements of § 20 of the Act on Securities Firms and Investment Services and Activities, and
meets the relevant requirements in Chapters 16-20, 22, and 23.

Subsection 3. An application for permission pursuant to subsection 1 shall contain the information necessary for the Danish Financial Supervisory Authority to assess whether the applicant meets the requirements of subsection 2 at the time of the permission, including an operational plan, an organizational plan, business processes, and control and security measures.

1 May 2026. 23 No. 464.

Subsection 4. Permission or refusal of permission shall be communicated to the applicant no later than 6 months after receipt of a complete application. The Danish Financial Supervisory Authority shall, regardless of the first sentence, make a decision no later than 12 months after receipt of the application. If the Danish Financial Supervisory Authority has not made a decision no later than 6 months after receipt of a complete application for permission, the applicant may bring the matter before the courts.

§ 87. The Danish Financial Supervisory Authority may withdraw a permission pursuant to § 86 if:

the operator of a regulated market explicitly waives the use of the permission,
the operation of a multilateral trading facility (MTF) or an organised trading facility (OTF) has not commenced no later than 12 months after the permission is granted,
the operation of a multilateral trading facility (MTF) or an organised trading facility (OTF) is not carried out for a period of more than 6 months,
the operator of a multilateral trading facility (MTF) or an organised trading facility (OTF) obtained the permission by using false statements or in any other improper manner,
the operator of a multilateral trading facility (MTF) or an organised trading facility (OTF) no longer meets the conditions on which the permission was granted, or
the operator of a multilateral trading facility (MTF) or an organised trading facility (OTF) grossly or repeatedly fails to comply with its obligations under this Act, rules laid down pursuant to the Act, orders pursuant to Chapter 37, or obligations under Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and rules laid down pursuant thereto.

Chapter 17
Common Rules on the Operation of a Multilateral Trading Facility (MTF) or an Organised Trading Facility (OTF)

§ 88. An operator of a multilateral trading facility (MTF) or an organised trading facility (OTF) shall have at least three active members or customers, each of whom has the opportunity to interact with the other members or customers in relation to price formation.

Subsection 2. The operator shall provide the Danish Financial Supervisory Authority with information on how the trading facility functions, including any connection to or participation by a trading venue or a systematic internaliser owned by the operator, and a list of the trading facility's members and customers, if the circumstances change, or if the Danish Financial Supervisory Authority requests this.

§ 89. An operator of a multilateral trading facility (MTF) or an organised trading facility (OTF) shall ensure that the relevant market is operated in a prudent and appropriate manner.

Subsection 2. The operator shall:

have clear and transparent rules and procedures ensuring fair and correct trading and containing objective criteria for the efficient execution of orders,
have clear rules on which financial instruments may be traded via the trading facility's systems,
ensure proper management of the technical operation of the facility, including establishing effective emergency systems,
be able to identify and handle any potential conflicts of interest between, on the one hand, the operator and the operator's ownership circle, and, on the other hand, the proper functioning of the trading facility,
ensure that users of the trading facility have access to sufficient publicly available information to be able to make an investment assessment,
have clear and non-discriminatory rules establishing objective criteria for access to the trading facility, and
inform users of the trading facility of their respective responsibilities for the settlement of transactions carried out in the trading facility's systems and ensure the efficient settlement of these transactions.

Subsection 3. For access to a multilateral trading facility (MTF), the conditions in § 91 also apply.

§ 90. An operator of a multilateral trading facility (MTF) or an organised trading facility (OTF) may not require financial information from an issuer of transferable securities admitted to trading on a regulated market if the issuer's transferable securities are traded on the trading facility without the issuer's consent.

Chapter 18
Special Rules on the Operation of a Multilateral Trading Facility (MTF)

§ 91. An operator of a multilateral trading facility (MTF) may only grant access to the trading facility to the following natural or legal persons:

Securities firms and investment firms that have been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field, and which do not carry out business through a branch or provide services in this country, pursuant to §§ 42 and 43 of the Act on Securities Firms and Investment Services and Activities.
Credit institutions that have been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field, and which do not carry out business through a branch or provide services in this country, pursuant to §§ 30 and 31 of the Act on Financial Business.
Other natural or legal persons, if these have:
a) a good reputation, b) sufficient trading ability, competence, and experience, c) appropriate administrative procedures, and d) adequate resources to perform the functions arising from participation in trading in the multilateral trading facility, including participation in the financial arrangements made by the operator to ensure appropriate settlement of transactions.

1 May 2026. 24 No. 464.

§ 92. An operator of a multilateral trading facility (MTF) shall have non-discriminatory rules for the execution of orders in the trading facility's systems.

§ 93. An operator of a multilateral trading facility (MTF) shall, in addition to the requirements in § 89:

be able to manage the risks to which the trading facility is exposed, be able to demonstrate all significant risks to the operation of the trading facility, and introduce effective measures to reduce these risks,
ensure the efficient and timely execution of the transactions carried out in the trading facility's systems, and
have adequate financial resources to ensure the proper functioning of the trading facility, taking into account the transactions carried out on the trading facility and the risks to which the trading facility is exposed.

§ 94. Rules issued pursuant to § 43, subsection 2, of the Act on Financial Business apply to transactions that members carry out on behalf of their customers via the multilateral trading facility (MTF).

§ 95. An operator of a multilateral trading facility (MTF) may not execute customer orders over own account or use principal matching transactions.

§ 96. An operator of a multilateral trading facility (MTF) may enter into appropriate agreements with a central counterparty (CCP), a clearing house, or a settlement institution regarding the clearing and settlement of some or all transactions carried out via the trading facility's systems.

Subsection 2. An operator of a multilateral trading facility (MTF) shall notify the Danish Financial Supervisory Authority of agreements, pursuant to subsection 1, with a party located in a country within the European Union or in a country with which the Union has concluded an agreement in the financial field, no later than 7 business days before the agreements enter into force. The Danish Financial Supervisory Authority may only object to the agreements if it can be demonstrated that this is necessary to ensure the proper functioning of the multilateral trading facility (MTF), or if the Danish Financial Supervisory Authority finds that clearing and settlement in accordance with the agreement cannot be carried out in a technically defensible manner.

Chapter 19
Special Rules on the Operation of an Organised Trading Facility (OTF)

§ 97. An organised trading facility (OTF) may not be used for trading in financial instruments other than bonds, structured finance products, emission allowances, and derivatives.

§ 98. An operator of an organised trading facility (OTF) may not execute customer orders over its own account or the own account of any other entity that forms part of the same group or the same legal person as the relevant operator, subject to §§ 99 and 100.

§ 99. An operator of an organised trading facility (OTF) may, with the customer's consent, use principal matching transactions with bonds, structured finance products, emission allowances, and certain derivatives, when:

an intermediary steps in between buyer and seller in the transaction in such a way that the transaction is not exposed to market risk during execution,
the transaction is entered into at a price at which the intermediary has no other profit or loss than the commission, fee, or remuneration disclosed in advance, and
the two sides of the transaction are carried out simultaneously.

Subsection 2. An operator of an organised trading facility (OTF) may not use principal matching transactions with derivatives belonging to a derivative category covered by Article 5 of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories.

Subsection 3. An operator of an organised trading facility (OTF) shall have arrangements ensuring that the requirements in subsection 1, items 1-3, are met.

§ 100. An operator of an organised trading facility (OTF) may only use other principal trading than principal matching transactions pursuant to § 99 with government debt instruments for which there is no liquid market, and which are issued by one of the following:

The European Union.
A country within the European Union or a country with which the Union has concluded an agreement in the financial field, including a public authority, an agency, or a special purpose vehicle (SPV) company in the member state or in the country with which the Union has concluded an agreement in the financial field.
An SPV company for several countries within the European Union or countries with which the Union has concluded an agreement in the financial field.
A member of a federal state, when it concerns a country within the European Union or a country with which the Union has concluded an agreement in the financial field, and which is a federal state.
The European Investment Bank.
An international financial institution established by two or more countries within the European Union or countries with which the Union has concluded an agreement in the financial field, and which aims to mobilize capital and provide financial assistance to its members affected or threatened by serious financing problems.

§ 101. An organised trading facility (OTF) and a systematic internaliser may not be operated within the same legal entity.

Subsection 2. An organised trading facility (OTF) may not be linked to a systematic internaliser in a way that allows mutual influence between orders in the organised trading facility (OTF) and orders or price quotations in the systematic internaliser.

Subsection 3. An organised trading facility (OTF) may not be linked to another organised trading facility (OTF) on 1 May 2026. 25 No. 464.

a manner that enables mutual influence between orders in the two trading facilities.

§ 102. An operator of an organized trading facility (OTF) may enter into an agreement with a securities trading firm to carry out price setting in the trading facility, provided this is done on an independent basis. The operator must ensure that agreements under the first sentence are conducted on an independent basis.

Subsection 2. If the securities trading firm carrying out the price setting is connected to the operator of the organized trading facility (OTF) through close links, the carrying out of price setting in the trading facility is not considered to be done on an independent basis.

§ 103. An operator of an organized trading facility (OTF) must ensure that orders executed via the organized trading facility (OTF) are executed on a discretionary basis, cf. subsection 2.

Subsection 2. The discretion that the operator must exercise under subsection 1 may only be exercised by deciding to submit or withdraw an order on the trading facility and by deciding not to match a specific customer order with other available orders in the trading facility's systems at a given point in time, provided the operator follows the customer's specific instructions and fulfills its obligations under rules established pursuant to § 105.

Subsection 3. An operator of an organized trading facility (OTF) may decide when and how much of two or more orders should be matched in the system.

Subsection 4. An operator of an organized trading facility (OTF) may arrange negotiations between customers in order to merge two or more potentially compatible trading interests into a transaction in accordance with §§ 98, 99, 101 and 102 and subject to § 100.

Subsection 5. Notwithstanding subsections 1-4, Chapter 17 applies.

§ 104. The Financial Supervisory Authority may, when an operator of a regulated market or a securities trading firm applies for permission to operate an organized trading facility (OTF), and at any time thereafter, require

a statement of why the system does not correspond to and cannot function as a regulated market, a multilateral trading facility (MTF) or a systematic internalizer,
a description of how the discretion under § 103, subsection 2, will be exercised, and
information on the operator's use of principal trading.

§ 105. The Minister for Business Affairs establishes rules on general principles regarding investor protection, information to customers, suitability and appropriateness assessments, the obligation to execute orders on the most favorable terms for the customer, and other rules for the handling of customer orders executed via an organized trading facility (OTF).

Chapter 20
Trading, suspension or delisting of financial instruments

§ 106. An operator of a multilateral trading facility (MTF) or an organized trading facility (OTF) must have effective arrangements and procedures for the regular monitoring of whether the members or customers of the trading facility comply with the trading facility's rules.

Subsection 2. An operator of a multilateral trading facility (MTF) or an organized trading facility (OTF) must register the orders submitted or cancelled, and the transactions carried out by the members or customers of the trading facility using the trading facility's systems, with a view to being able to demonstrate violations of the trading facility's rules or behavior that may involve a violation of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), or system failures in connection with a financial instrument.

Subsection 3. An operator of a multilateral trading facility (MTF) or an organized trading facility (OTF) must have arrangements that ensure that the operator meets the data quality standards set out in Article 22b of Regulation (EU) on markets in financial instruments of the European Parliament and of the Council.

§ 107. An operator of a multilateral trading facility (MTF) or an organized trading facility (OTF) must notify the Financial Supervisory Authority as soon as possible if the operator becomes aware of or has reason to suspect significant breaches of the trading facility's rules, behavior that may involve a violation of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), or system failures in connection with a financial instrument.

§ 108. An operator of a multilateral trading facility (MTF) or an organized trading facility (OTF) may suspend or delist a financial instrument from trading on the trading facility if the instrument no longer meets the trading facility's rules. However, suspension or delisting must not be carried out if there is a likelihood that it would be significantly detrimental to the interests of investors or the proper functioning of the market.

Subsection 2. An operator of a multilateral trading facility (MTF) or an organized trading facility (OTF) that, pursuant to subsection 1, suspends or delists a financial instrument must also suspend or delist derivatives relating to or based on the instrument in question, when this is necessary to promote the objectives of the suspension or delisting.

Subsection 3. The operator must publish decisions made pursuant to subsections 1 and 2 as soon as possible and simultaneously notify the Financial Supervisory Authority of the relevant information on which the decision is based.

Subsection 4. Subsections 1-3 apply mutatis mutandis when the suspension of trading in a financial instrument or a derivative relating to or based on the financial instrument in question is lifted.

1 May 2026. 26 No. 464.

§ 109. If an operator of a trading venue makes a decision to suspend or delist a financial instrument and derivatives thereof pursuant to § 108, subsection 1 or 2, due to suspicion of market abuse, a takeover bid, or failure to disclose inside information about the issuer or the financial instrument in violation of Articles 7 and 17 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), the Financial Supervisory Authority may require operators of other trading venues and systematic internalizers to also suspend or delist the instrument in question or derivatives thereof from trading. However, suspension must not be carried out if there is a likelihood that it would be significantly detrimental to the interests of investors or the proper functioning of the market.

Subsection 2. Subsection 1 also applies to a decision to suspend or delist a financial instrument or derivatives thereof made by an operator of a trading venue in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector.

Subsection 3. Subsections 1 and 2 apply mutatis mutandis to decisions to lift the suspension of trading in a financial instrument or a derivative relating to or based on the financial instrument in question.

Chapter 21
Growth markets for small and medium-sized enterprises (SME growth markets)

§ 110. The operation of a multilateral trading facility (MTF) as an SME growth market may not commence until the Financial Supervisory Authority has registered the multilateral trading facility (MTF) as an SME growth market.

Subsection 2. The Financial Supervisory Authority registers a multilateral trading facility (MTF) as an SME growth market when the operator of the multilateral trading facility (MTF) meets the requirements in this chapter.

Subsection 3. An application for registration must contain the information necessary for the Financial Supervisory Authority to assess whether the applicant meets the requirements in this chapter at the time of registration.

Subsection 4. The Financial Supervisory Authority's decision on registration must be communicated to the applicant no later than 6 months after the Financial Supervisory Authority has received the information necessary to make the decision. Notwithstanding the first sentence, the Financial Supervisory Authority must make a decision no later than 12 months after receipt of the application. If the Financial Supervisory Authority has not made a decision no later than 6 months after receipt of a complete application for permission, the applicant may bring the matter before the courts.

§ 111. An operator of a multilateral trading facility (MTF) as an SME growth market must, in addition to meeting the requirements for multilateral trading facilities (MTFs) resulting from Chapters 17-19, have rules, systems and procedures that ensure that

at least 50 percent of the issuers whose financial instruments are admitted to trading on the trading facility are small and medium-sized enterprises that had an average market value of less than 200 million euros based on the share price at the end of the year in the 3 calendar years preceding the time when the trading facility was registered as an SME growth market pursuant to § 110, and in any calendar year thereafter,
appropriate criteria are established for the initial and subsequent admission of financial instruments from issuers to trading on the market,
after the initial admission of financial instruments to trading on the market, sufficient information is published so that investors can make an informed assessment of the investment in the financial instruments in question, either in the form of an appropriate admission document or in the form of a prospectus, if the requirements in Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market apply to an offer to the public made in connection with the initial admission of the financial instrument to trading on the multilateral trading facility (MTF),
an issuer on the market submits, or has submitted on its behalf, relevant periodic accounts, including audited annual accounts, at regular intervals,
issuers on the market, persons with managerial responsibilities, and persons closely associated with issuers on the market, cf. Article 3, subsection 1, nos. 21, 25 and 26, of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), comply with their obligations under the said Regulation,
statutory information about the issuers on the market is kept and published, and
effective systems and control measures are introduced to prevent and detect market abuse on the market in question, cf. Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation).

Subsection 2. An operator of a multilateral trading facility (MTF) may introduce requirements supplementing the requirements in subsection 1.

§ 112. The Financial Supervisory Authority may deregister a multilateral trading facility (MTF) as an SME growth market when the operator operating the SME growth market applies for its deregistration or when the operator operating the SME growth market no longer meets the requirements in this chapter.

§ 113. A financial instrument from an issuer admitted to trading on an SME growth market may only be traded on another SME growth market if the issuer has been informed thereof and has not raised objections. With regard to the latter SME growth market, the issuer is not subject to obligations regarding good corporate governance or obligations to initially, periodically, or on an ad hoc basis disclose information.

1 May 2026. 27 No. 464.

Section VII
Common rules for trading venues

Chapter 22
System robustness, automatic suspension of trading and electronic trading

§ 114. An operator of a trading venue must establish and maintain operational resilience in accordance with the requirements in Chapter II of Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience in the financial sector to ensure that the trading venue's trading systems

are resilient,
have sufficient capacity to handle periods of peak load with regard to orders and messages,
can ensure correct trading in the event of severe market stress,
are fully tested, and
are covered by operational stability arrangements including policies and plans for IT operational stability and IT incident and recovery plans drawn up in accordance with Article 11 of Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience in the financial sector, which effectively ensure that market services can be maintained in the event that the trading venue's trading system fails.

§ 115. An operator of a trading venue must have a written agreement with any securities trading firm pursuing a price-setting strategy on the trading venue, cf. § 138.

Subsection 2. The operator must also have an arrangement whereby a sufficient number of securities trading firms, in accordance with the agreements referred to in subsection 1, are obliged to provide binding price quotes at competitive prices, so that the trading venue is supplied with liquidity on a regular and predictable basis, when such an arrangement is appropriate in relation to the nature and extent of trading on the trading venue.

Subsection 3. A written agreement under subsection 1 must at least contain the securities trading firm's obligations regarding the provision of liquidity, any obligations under the arrangement referred to in subsection 2, and any incentives, including discounts or other rights, that the securities trading firm has received as a result of participation in the arrangement referred to in subsection 2.

Subsection 4. The operator must continuously monitor and ensure that the securities trading firms with which the operator or the securities trading firm has entered into an agreement under subsection 1 meet the requirements set out in the agreement.

Subsection 5. The operator must notify the Financial Supervisory Authority of the content of agreements entered into as referred to in subsection 1.

§ 116. An operator of a trading venue must have systems, procedures and arrangements that ensure that orders that exceed pre-set caps on quantities and prices or are clearly erroneous are rejected.

§ 117. An operator of a trading venue may temporarily restrict or suspend trading in emergencies, or if there are significant price fluctuations in a financial instrument traded on the trading venue or a related market for a short period. In extraordinary cases, the operator may also correct, change or cancel transactions that have been carried out on the market.

Subsection 2. The operator must ensure that the parameters used to suspend or restrict trading are adjusted with regard to the liquidity of the different asset classes and asset sub-classes, the nature of the market model and types of users, and are sufficient to avoid significant disruptions to normal trading execution.

Subsection 3. The operator must report consistently and in a comparable form to the Financial Supervisory Authority the parameters used to suspend trading and any significant changes to these parameters.

Subsection 4. The operator must have systems and procedures that ensure that competent authorities in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial sector are notified of the suspension of trading in a financial instrument carried out under subsection 1, if the trading venue is significant for the liquidity of the financial instrument.

Subsection 5. The operator must publish on its website information on the circumstances that may lead to a suspension or restriction of trading, and on the principles for determining the main technical parameters to do so.

§ 118. An operator of a trading venue must have systems, procedures and arrangements that prevent algorithmic trading systems from creating or contributing to trading conditions on the market that are in violation of the regulated market's or trading facility's rules, and ensure that the operator can handle any trading conditions in violation of the regulated market's or trading facility's rules that arise as a result of such algorithmic trading systems.

Subsection 2. Systems, procedures and arrangements as referred to in subsection 1 must at a minimum include

arrangements that ensure and facilitate members' testing of algorithms in accordance with the requirements for IT risk management of information and communication technology and for testing digital operational resilience in Chapters II and IV of Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience in the financial sector,
systems that can limit the order flow based on the ratio between the number of unexecuted orders and the number of transactions that a member introduces into the system, which creates a risk that the system reaches its maximum capacity, and
systems that limit the minimum price change (tick size) that can be used on the market and ensure that the limit is not exceeded.

§ 119. An operator of a trading venue that allows its members to offer direct electronic access to

1 May 2026. 28 No. 464.

members' customers must have systems, procedures and arrangements that ensure that

direct electronic access can only be offered by securities trading firms and foreign credit institutions and investment firms that have been granted permission in a country within the European Union or in a country with which the Union has concluded an agreement in the financial sector,
appropriate criteria are used for the suitability of the persons who can obtain such access, and
members offering direct electronic access are responsible for complying with the rules in this chapter for orders and trades executed through the direct electronic access.

Subsection 2. The operator must have appropriate risk control standards and trading thresholds for direct electronic access. The operator must be able to identify and, if necessary, stop orders or trades that have been submitted or executed by a person using direct electronic access, regardless of orders or trades submitted or executed by the member or customer who gave the person direct electronic access.

Subsection 3. The operator must have arrangements that ensure that direct electronic access that a member has given to its customers can be suspended or interrupted in the event of non-compliance with subsections 1 and 2.

§ 120. An operator of a trading venue must have clear, fair and non-discriminatory rules for colocation services.

§ 121. An operator of a trading venue must ensure that its fee structure is clear, reasonable and non-discriminatory. The fee structure must not create an incentive to submit, change or cancel orders or to carry out transactions in a way that contributes to trading conditions in violation of the regulated market's or trading facility's rules or to market abuse. The operator must require price setting in individual shares or in a suitable basket of shares in return for any discount.

Subsection 2. The operator may adjust its fees for cancelled orders to the length of the period during which the order has been maintained, and align the fees to each of the financial instruments to which the fees relate.

Subsection 3. The operator may impose a higher fee for the submission of an order that is subsequently cancelled than for an order that is executed. The operator may impose a higher fee on members who submit many orders that are cancelled in relation to the proportion of executed orders. The operator may also impose a higher fee on members who carry out high-frequency trading based on algorithmic techniques.

§ 122. An operator of a trading venue must be able to identify through annotations from its members

orders generated through algorithmic trading,
the different algorithms used to create the orders, and
the persons who took the initiative for these orders.

Subsection 2. The operator must, upon request, give the Financial Supervisory Authority access to the information under subsection 1.

§ 123. An operator of a trading venue must, upon request, give the Financial Supervisory Authority the opportunity to monitor trading on the trading venue in question by either making data from the order book available to the Financial Supervisory Authority or by giving the Financial Supervisory Authority access to the order book.

§ 124. An operator of a trading venue must have an arrangement that sets the minimum amount (tick size) by which the price can be changed on a share, a depositary receipt, an exchange-traded fund (ETF), a certificate, other similar financial instruments and financial instruments covered by an act adopted by the European Commission pursuant to Article 49, subsection 4, of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

Subsection 2. Subsection 1 does not apply to an operator of a trading venue when the regulated market matches orders that are large in relation to the normal market size to the center of the current bid and ask prices.

Subsection 3. An arrangement under subsection 1 must be adjusted to the liquidity profile of the financial instrument on different markets and the average spread between the bid and ask price, and ensure that a suitable minimum price change (tick size) is used for each financial instrument.

Subsection 4. For shares with an International Securities Identification Number (ISIN) issued in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, or shares with an International Securities Identification Number (ISIN) issued within the European Union or in a country with which the Union has concluded an agreement in the financial sector, and which are traded on a trading venue in a third country in the local currency or a currency that is not an official currency of the European Union or in a country with which the Union has concluded an agreement in the financial sector, as referred to in Article 23, subsection 1, point (a), of Regulation (EU) on markets in financial instruments, for which the trading venue that is the most relevant market with regard to liquidity is located in a third country, an operator of a trading venue may set the same minimum price change (tick size) as applies to the trading venue in question.

§ 125. (Repealed)

Access Rules

§ 126. An operator of a trading venue that has been granted permission to operate a trading venue in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector may allow remote members or users in this country to access the trading venue.

Subsection 2. An operator of a trading venue that intends to allow physical or legal persons in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector to become remote

1 May 2026. 29 No. 464.

members or users of the marketplace, must notify the Financial Supervisory Authority thereof.

§ 127. A foreign operator of a regulated market may obtain the Financial Supervisory Authority's permission to operate a marketplace in this country if

the operator has its home country in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area,
the competent authority in the operator's home country has granted the operator permission and supervises the operator in accordance with the rules in the home country's legislation implementing Part III of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, and
the operator fulfills the conditions in Section 59, subsection 2, and Section 86, subsection 2.

Subsection 2. The requirements for the Financial Supervisory Authority in Section 59, subsection 5, apply to the processing of the application.

Subsection 3. When a foreign operator of a regulated market is granted permission pursuant to subsection 1, this Act applies to the operator and its activities in this country.

Publication by Marketplaces of Information on the Quality of Execution of Transactions

§ 127 a. (Repealed)

Chapter 23
Trading in Commodity Derivatives and Derivatives of Emission Quotas

§ 128. The Financial Supervisory Authority may set rules on limits for the size of a net position that a person may hold in agricultural commodity derivatives and critical or significant commodity derivatives traded on marketplaces subject to the Financial Supervisory Authority's supervision, and through economically equivalent OTC contracts, subject to subsection 2. Commodity derivatives are considered critical or significant where the sum of the net positions of all end position holders constitutes the size of their open positions and amounts to at least 300,000 lots on average over a period of 1 year, subject to subsection 2.

Subsection 2. The Financial Supervisory Authority may in special cases decide on the maximum size of a net position in a commodity derivative that is more restrictive than those mentioned in subsection 1, if this is objectively justified and proportionate with regard to the specific market's liquidity and proper functioning. The decision is published on the Financial Supervisory Authority's website.

Subsection 3. A decision made pursuant to subsection 2 is valid for a period of at most 6 months calculated from the date of publication on the Financial Supervisory Authority's website. The Financial Supervisory Authority may extend the validity period with additional periods, each of which must not exceed 6 months.

§ 129. In calculating a net position as mentioned in Section 128, subsections 1 and 2, all positions held by a natural or legal person themselves, and the positions held on behalf of the person at the consolidated group level are included, subject to subsection 2.

Subsection 2. The following positions shall not be included in the calculation of a person's net position as mentioned in subsection 1:

Positions held by or on behalf of a non-financial entity, which can be objectively measured to reduce the risks directly linked to the non-financial entity's business activity.
Positions held by or on behalf of a financial entity that is part of a predominantly commercial group, provided that the financial entity trades on behalf of a non-financial entity in the group and the positions can be objectively measured to reduce the risks linked to the business activity of the relevant non-financial entity.
Positions held by financial and non-financial counterparties, with regard to positions that can be objectively measured to originate from transactions entered into to fulfill an obligation to provide liquidity to a marketplace.
Securities as mentioned in Section 4, subsection 1, no. 1, letter c, relating to a commodity or an underlying asset as mentioned in Section 4, subsection 1, no. 10.

§ 130. An operator of a marketplace on which commodity derivatives or derivatives of emission quotas are traded must perform position management control. In this connection, the operator may

monitor a person's open positions,
require information and relevant documentation from a natural or legal person regarding the size and purpose of an entered position or exposure and information about direct or indirect owners, any associated agreed arrangements, and any assets or liabilities in the underlying market, including positions in derivatives of emission quotas or commodity derivatives based on the same underlying commodity and having the same characteristics on other marketplaces and through economically equivalent OTC contracts via members and participants,
impose on a natural or legal person temporarily or permanently to bring a position to an end or reduce it,
take measures to ensure that the position is brought to an end or reduced if the person does not follow an order issued pursuant to no. 3, and
require that a person temporarily return liquidity to the marketplace at an agreed price and in an agreed quantity with the explicit purpose of mitigating the impact of a large and dominant position.

Subsection 2. Rules established pursuant to subsection 1 must

be clear and non-discriminatory,
specify how they apply to persons,
take into account the nature and composition of market participants, and
take into account market participants' use of the contracts entered into for trading.

Subsection 3. The operator must report rules established pursuant to subsection 1 and amendments thereto to the Financial Supervisory Authority.

1 May 2026. 30 No. 464.

§ 131. An operator of a marketplace on which commodity derivatives or derivatives of emission quotas are traded must categorize any person holding positions within a commodity derivative or a derivative of an emission quota traded on that marketplace based on their main profession and taking into account any approvals as

Investment firms or credit institutions,
undertakings for collective investment in transferable securities (UCITS) or managers of alternative investment funds (AIFMs),
other financial institutions, including insurance and reinsurance companies authorized in accordance with Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) and occupational pension funds as defined in Directive 2003/41/EC of the European Parliament and of the Council of 3 June 2003 on the activities and supervision of institutions for occupational retirement provision,
industrial or commercial undertakings, or
operators of CO2 auctioning platforms in accordance with Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community, if it concerns derivatives of emission quotas.

Position Reporting

§ 132. An operator of a marketplace on which commodity derivatives or derivatives of emission quotas are traded must at least

publish weekly a report on the total positions and, if options are traded on the marketplace, a report excluding options, held by the different categories of persons, for the different commodity derivatives or derivatives of emission quotas traded on their marketplaces, if both the number of traders and their open positions exceed the minimum threshold set by the European Commission pursuant to Article 58, subsection 6, of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, and
daily submit an overview to the Financial Supervisory Authority of the positions held by all persons on the relevant marketplace.

Subsection 2. The requirement in subsection 1 regarding position reporting does not apply to other securities mentioned in Section 4, subsection 1, no. 1, letter c, relating to a commodity or an underlying asset as mentioned in Section 4, subsection 1, no. 10.

Subsection 3. A report pursuant to subsection 1, no. 1, must contain the following information:

The number of long and short positions by category of person.
Changes in the number of long and short positions in each category since the last report.
The percentage of the total number of open positions represented by each category.
The number of persons in each category.

Subsection 4. A report pursuant to subsection 1, no. 1, and an overview pursuant to subsection 1, no. 2, must distinguish between positions that can be objectively demonstrated to reduce risks directly linked to commercial activities and other positions.

Subsection 5. The operator must submit reports pursuant to subsection 1, no. 1, to the Financial Supervisory Authority and the European Securities and Markets Authority (ESMA).

§ 133. A fund brokerage company trading commodity derivatives or derivatives of emission quotas outside a marketplace must at least once a day report to the competent authority for the marketplace where the commodity derivatives or derivatives of emission quotas are traded a complete overview of its own, its customers', and their customers' positions, until the end customer is reached in economically equivalent OTC contracts, subject to subsection 3.

Subsection 2. The report pursuant to subsection 1 must be made in accordance with Article 26 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and Article 8 of Regulation (EU) No 1227/2011 of the European Parliament and of the Council of 25 October 2011 on integrity and transparency of wholesale energy market products.

Subsection 3. If commodity derivatives or derivatives of emission quotas are traded on several marketplaces, the report as mentioned in subsection 1 must be made to the competent authority for the marketplace where the trading has the largest volume.

§ 134. Members of a marketplace must at least once a day notify the operator of the relevant marketplace with detailed information about their own, their customers', and their customers' positions entered through transactions in commodity derivatives on the relevant marketplace, until the end customer is reached.

Part VIII
Fund Brokerage Companies etc.

Chapter 24
Algorithmic Trading etc.

§ 135. A fund brokerage company using algorithmic trading must

have effective systems and risk control measures that
a) ensure that its trading systems are resilient to market disruptions and have sufficient capacity in accordance with the requirements for IT risk management in Chapter II of Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience in the financial sector, b) ensure that its trading systems contain appropriate trading thresholds and limits, and c) prevent the submission of erroneous orders or that the systems otherwise create or contribute to market disruptions, 1 May 2026. 31 No. 464.
have effective systems and risk control measures that ensure that the fund brokerage company's trading systems cannot be used for purposes contrary to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation) or contrary to the rules of the relevant marketplace to which the fund brokerage company is connected,
have effective arrangements that ensure that the fund brokerage company can handle a breakdown in its trading systems, including plans for IT operational stability and IT incident and recovery plans in accordance with Article 11 of Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience in the financial sector, and ensure that the fund brokerage company's systems are thoroughly tested, and
subject its trading systems to adequate monitoring that ensures that the requirements in nos. 1-3 and the requirements for IT risk management and testing of digital operational resilience in Chapters II and IV of Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience in the financial sector are complied with.

§ 136. A fund brokerage company using algorithmic trading must notify the Financial Supervisory Authority and the supervisory authority for the marketplace where the fund brokerage company, as a member, uses algorithmic trading thereof.

Subsection 2. The Financial Supervisory Authority may require the fund brokerage company to present upon request or regularly

a description of the fund brokerage company's strategies for algorithmic trading,
information about the trading parameters or limits applicable to the system,
the measures the fund brokerage company has introduced for compliance and risk control ensuring that the conditions in Section 135 are met, and
information about the testing of the fund brokerage company's systems.

Subsection 3. The Financial Supervisory Authority may at any time request the fund brokerage company to provide further information about the fund brokerage company's algorithmic trading and the systems used for algorithmic trading. Disclosure of information pursuant to the first sentence cannot be refused on grounds of confidentiality.

Subsection 4. The fund brokerage company must keep records of the requirements referred to in this provision and ensure that these records are so comprehensive that the Financial Supervisory Authority can verify on the basis thereof that the requirements according to this chapter are complied with.

Subsection 5. A fund brokerage company using an algorithmic high-frequency trading technique must in an approved form keep accurate lists specifying time sequences of all placed orders, cancellations of orders, executed orders, and quotes on marketplaces and must provide them to the Financial Supervisory Authority upon request.

§ 137. A fund brokerage company using algorithmic trading as part of a pricing strategy must, taking into account the relevant market's liquidity, volume, and nature as well as the characteristics of the traded instrument

execute the pricing continuously during a specific part of the marketplace's opening hours,
enter into a binding written agreement with the marketplace, in which at least the fund brokerage company's obligations pursuant to no. 1 must be specified, and
have established effective systems and control measures ensuring that the fund brokerage company at all times complies with its obligations according to the agreement pursuant to no. 2.

Subsection 2. Subsection 1, no. 1, does not apply under extraordinary circumstances.

§ 138. A fund brokerage company using algorithmic trading is considered in this chapter to pursue a pricing strategy if the strategy that the fund brokerage company uses as a member of one or more marketplaces when executing trades for its own account involves the fund brokerage company submitting binding and simultaneous two-way quotes of comparable size and at competitive prices for one or more financial instruments on one or more different marketplaces, such that the total market is regularly and continuously supplied with liquidity.

§ 139. A fund brokerage company may only offer direct electronic access to a marketplace if the fund brokerage company has effective systems and control measures that

ensure correct assessment of and supervision over users' suitability,
prevent users from exceeding pre-set trading and credit thresholds,
monitor users' trading transactions in a purposeful manner, and
prevent trading that may be connected with risks for the fund brokerage company itself, can create or contribute to market disruptions, or may be contrary to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation) or with other rules applicable to the relevant marketplace.

Subsection 2. The fund brokerage company must ensure that users comply with the requirements in this Act and the other rules applicable to the relevant marketplace.

Subsection 3. The fund brokerage company must register all users' transactions to be able to prove breaches of the rules pursuant to subsection 2, trading relationships contrary to the marketplace's rules, or behavior that may involve market abuse and which must be reported to the Financial Supervisory Authority.

Subsection 4. The fund brokerage company must ensure that there is a binding written agreement between the fund brokerage company and each individual user regarding the most important rights and obligations regarding the use of direct electronic access, and that the fund brokerage company, as part of the agreement, retains the responsibility according to this Act.

1 May 2026. 32 No. 464.

Subsection 5. A fund brokerage company offering direct electronic access to a marketplace must notify the Financial Supervisory Authority and the supervisory authorities in the marketplace's home country thereof.

Subsection 6. The Financial Supervisory Authority may require the fund brokerage company to regularly or on an ad hoc basis present a description of the systems and control measures pursuant to subsection 1 and documentation that these have been used.

Subsection 7. The fund brokerage company must keep lists of the matters mentioned in subsections 1-5 and ensure that these lists are so comprehensive that the Financial Supervisory Authority can verify on the basis thereof that the requirements according to this Act are complied with.

§ 140. A fund brokerage company acting as a general clearing member for other natural or legal persons must have effective systems and control measures ensuring that clearing services are only provided to natural or legal persons who are suitable and meet clear criteria, and that these natural or legal persons are subject to appropriate requirements with a view to reducing the risks for the fund brokerage company and the market.

Subsection 2. The fund brokerage company must ensure that there is a binding written agreement between the fund brokerage company and the relevant person regarding the most important rights and obligations regarding the clearing service.

Publication by Systematic Internalizers and Market Makers of Information on the Quality of Execution of Transactions

§ 140 a. (Repealed)

Chapter 25
Registration of Systematic Internalization

§ 141. A fund brokerage company must notify the Financial Supervisory Authority when the company becomes a systematic internalizer for a financial instrument. A notification pursuant to the first sentence must contain all relevant information about the fund brokerage company for use in publication on the list maintained by the European Securities and Markets Authority (ESMA) over systematic internalizers within the European Union and in countries with which the Union has concluded an agreement in the financial area.

Subsection 2. A fund brokerage company that, within a financial instrument, wishes to be covered by the rules on systematic internalization must, at latest 1 month before the fund brokerage company wishes the rules on systematic internalization to apply, notify the Financial Supervisory Authority thereof in the manner mentioned in Section 141, subsection 1, second sentence.

Part IX
(Repealed)

Part X
Netting, Connection to a Central Securities Depository (CSD), Registration, Financial Collateral and Final Settlement

Chapter 31
Finality in Settlement and Netting in Securities Settlement Systems and Payment Systems etc.

§ 163. An agreement entered into between participants and a securities settlement system, a registered payment system, interoperable systems, or Danmarks Nationalbank may, with effect against the estate and creditors, also contain a provision on netting and on whether entered transfer orders shall be netted, cleared, and settled or reversed if one of the parties is declared bankrupt or taken into restructuring proceedings, and provided that the transfer orders were entered into the system before the bankruptcy decree is pronounced or restructuring proceedings are initiated.

Subsection 2. An agreement as mentioned in subsection 1 may include transfer orders that were first entered into the securities settlement system, the registered payment system, an interoperable system, or Danmarks Nationalbank after the time of the pronouncement of the bankruptcy decree or the initiation of restructuring proceedings, but on the day when the bankruptcy decree was pronounced or restructuring proceedings were initiated, if the system operator, securities settlement system, registered payment system, interoperable system, or Danmarks Nationalbank at the time when the claim became irrevocable, cf. Section 166, neither knew nor ought to have known about the bankruptcy or restructuring proceedings.

Subsection 3. If a transfer order was entered into the system on the day when the bankruptcy decree was pronounced or restructuring proceedings were initiated, but after the expiry of the day when the bankruptcy or restructuring proceedings were published in the Official Gazette (Statstidende), it is incumbent upon the operator of a securities settlement system, a payment system, or an interoperable system to prove that the operator neither knew nor ought to have known about the bankruptcy or restructuring proceedings.

Subsection 4. An agreement as mentioned in subsection 1 must, in order to have legal effect against the estate and creditors, be submitted to the Financial Supervisory Authority before the bankruptcy or restructuring proceedings. If the agreement concerns a registered payment system covered by Chapter 32, the agreement must, in order to have legal effect against the estate and creditors, be submitted to Danmarks Nationalbank before the bankruptcy or restructuring proceedings.

§ 163 a. The pronouncement of a bankruptcy decree or the initiation of restructuring proceedings against a participant is not an obstacle to the use of funds or securities that are available on the participant's settlement account on the business day when the bankruptcy occurs or restructuring proceedings are initiated, to fulfill the participant's obligations to settle transfer orders entered into the securities settlement system 1 May 2026. 33 No. 464.

met, the registered payment system or the interoperable system, cf. Section 166, cf. Section 163, subsection 2.

Section 164. Agreements with foreign securities settlement systems and payment systems that have been notified to the European Securities and Markets Authority (ESMA) have the same legal effect as agreements mentioned in Section 163, subsection 1.

Subsection 2. The Financial Supervisory Authority may approve that an agreement, which is not covered by subsection 1, and which is entered into with securities settlement systems and payment systems or corresponding foreign companies that operate a securities settlement system or payment system in countries outside the European Union, with which the Union has not entered into an agreement in the financial area, shall have legal effect in accordance with Section 163, subsection 1.

Section 165. An agreement under Sections 163 or 164 shall contain objective conditions for when executed but yet to be settled transfer orders are fulfilled in accordance with the agreement or reversed.

Section 166. A securities settlement system, a registered payment system or a corresponding company operated by Danmarks Nationalbank shall have established rules regarding when a transfer order is deemed to have been entered into the system, and the time at which a transfer order that has been entered into the system can no longer be revoked by a participant in the system or by a third party.

Subsection 2. A transfer order cannot be revoked by a participant in a system or by a third party after the time determined in the system's rules, cf. subsection 1.

Subsection 3. If a securities settlement system, a registered payment system or Danmarks Nationalbank enters into an agreement on interoperability with each other or with interoperable systems or operators of these, the parties shall to the greatest extent possible ensure that the rules of the interoperable systems are coordinated with regard to matters mentioned in subsection 1.

Subsection 4. The rules of each of the interoperable systems, cf. subsection 1, are not affected by the rules of the other interoperable systems, unless this is explicitly stipulated in the rules of each of the interoperable systems.

Section 167. Dispositions whereby security is provided for a securities settlement system, a registered payment system, an interoperable system, Danmarks Nationalbank or participants in such systems cannot be avoided under Section 70, subsection 1, or Section 72, subsection 2, of the Bankruptcy Act.

Subsection 2. Avoidance under subsection 1 may take place if the security was not provided without undue delay after the claim for security could be asserted in accordance with an agreement between a participant and a securities settlement system, a registered payment system, an interoperable system, Danmarks Nationalbank or participants in such systems, or if the security was provided under such circumstances that it does not appear as ordinary.

Subsection 3. Security provided by an operator of a securities settlement system or a payment system to another operator of a corresponding system in connection with an interoperable system cannot be subject to legal action by the creditors of the security-receiving system operator.

Section 168. If security provided in accordance with Section 167, subsection 1, consists of financial instruments or a credit balance, the security may be realized immediately if a prior agreement has been made to this effect and the participant has not fulfilled its obligations to Danmarks Nationalbank, a securities settlement system or a registered payment system or to the participants in such systems before the realization.

Section 169. Sections 167 and 168 apply correspondingly to security provided in connection with securities settlement systems and payment systems that have been notified to the European Securities and Markets Authority (ESMA) pursuant to Article 10, first part, of Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems, if the security is provided in accordance with the rules of the securities settlement system or payment system. The same applies to security provided to central banks in their capacity as central banks in other countries within the European Union or in countries with which the Union has entered into an agreement in the financial area.

Subsection 2. The Financial Supervisory Authority may approve agreements on the provision of security that are not covered by subsection 1, and which are entered into with foreign securities settlement systems or payment systems or corresponding foreign companies that clear, settle or operate a payment system in countries outside the European Union, with which the Union has not entered into an agreement in the financial area, with the effect that the provision of security in accordance with such an agreement is covered by Sections 167 and 168.

Section 170. Positions that a clearing member takes on behalf of its customers with a central counterparty (CCP), and assets belonging to the clearing member that the clearing member has transferred to a central counterparty (CCP) as security for customers' positions, cannot be subject to legal action by the creditors of the clearing member.

Subsection 2. The customer's rights to positions and assets as mentioned in subsection 1 cannot be avoided under the rules of the Bankruptcy Act if the position and the provision of security appeared as ordinary.

Subsection 3. Subsections 1 and 2 also apply to customers of customers of a clearing member.

Section 171. The Financial Supervisory Authority notifies the European Securities and Markets Authority (ESMA) of the securities settlement systems and registered payment systems or corresponding companies operated by Danmarks Nationalbank, with which agreements with legal effect can be entered into in accordance with Sections 163, 167 and 168.

Subsection 2. The Financial Supervisory Authority publishes which securities settlement systems and registered payment systems or corresponding companies operated by Danmarks Nationalbank the Authority has notified to the European Securities and Markets Authority (ESMA) pursuant to subsection 1.

1 May 2026. 34 No. 464.

Section 172. If the bankruptcy court declares a bankruptcy decree or initiates reconstruction proceedings for a participant in a securities settlement system or a payment system that the Financial Supervisory Authority has notified to the European Securities and Markets Authority (ESMA), the bankruptcy court shall immediately notify the Financial Supervisory Authority thereof.

Subsection 2. The Financial Supervisory Authority forwards this notification to the European Systemic Risk Board, the European Securities and Markets Authority (ESMA) and the competent authorities in other countries within the European Union and in countries with which the Union has entered into an agreement in the financial area.

Section 173. An operator of a securities settlement system shall notify the Financial Supervisory Authority of who participates directly or indirectly in the system, and of any changes thereto.

Section 174. If a participant in a securities settlement system or in a registered payment system or in a corresponding company operated by Danmarks Nationalbank is declared bankrupt or placed under reconstruction proceedings or other form of insolvency proceedings as defined in Article 2, point (j), of Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems, the rights and obligations arising from or connected with the person's participation in the system shall be determined in accordance with the legislation to which the system is subject.

Subsection 2. If a Danish participant in a foreign securities settlement system or in a payment system that has been notified to the European Securities and Markets Authority (ESMA) pursuant to Article 10, subsection 1, of Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems is declared bankrupt or placed under reconstruction proceedings or other form of insolvency proceedings as defined in Article 2, point (j), of Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems, the rights and obligations arising from or connected with the person's participation in the system shall be determined in accordance with the legislation to which the system is subject, cf. Section 164, subsection 1, and Section 169, subsection 1.

Subsection 3. If a Danish participant in a foreign securities settlement system or in a payment system that is not covered by subsection 2 and is located in a country outside the European Union, with which the Union has not entered into an agreement in the financial area, is declared bankrupt or placed under reconstruction proceedings or other form of insolvency proceedings, the rights and obligations arising from or connected with the person's participation in the system, and which are not covered by an approval in accordance with Section 164, subsection 2, or Section 169, subsection 2, shall be determined in accordance with the legislation to which the system is subject, if the Financial Supervisory Authority has approved the agreement between the participant and the system.

Section 175. The following have access to clear and settle transactions on behalf of third parties:

Securities firms and investment firms that have been granted authorization in another country within the European Union or in a country with which the Union has entered into an agreement in the financial area, and which do not conduct securities trading through a branch or provide services in this country, cf. Sections 42 and 43 of the Act on Securities Firms and Investment Services and Activities.
Credit institutions and investment firms that have been granted authorization in another country within the European Union or in a country with which the Union has entered into an agreement in the financial area, and which do not conduct securities trading through a branch or provide services in this country, cf. Sections 30 and 31 of the Act on Financial Business.
Investment management companies.
Alternative investment fund managers.
Danmarks Nationalbank.
Central banks in a country within the European Union or in countries with which the Union has entered into an agreement in the financial area.
The Danish Business Authority.

Chapter 32
Registered Payment Systems

Section 176. Participants and indirect participants in a registered payment system shall be entities as defined in Section 3, nos. 23, 24 and 39.

Section 177. A payment system subject to Danish law, where at least one participant has its head office in Denmark, may be registered by the Financial Supervisory Authority. Registration has the effect that netting agreements and agreements on the provision of security regarding the settlement of payments have legal effect in accordance with Section 163, subsection 1, cf. however Section 163, subsection 4, and Sections 167 and 168.

Subsection 2. The Financial Supervisory Authority may require registration under subsection 1 of payment systems where significant considerations regarding payment settlement or other societal considerations indicate this.

Subsection 3. If a foreign payment system operates in Denmark, the Financial Supervisory Authority may, when the conditions in subsection 2 are met, require that the foreign payment system establish a company with its home base in Denmark and operate its business under Danish law, cf. Section 178, subsection 1, no. 1, whereupon it can be registered under subsection 1, first sentence.

Section 178. Registration of a payment system is conditional on the rules applicable to the system and participants and the access agreements containing provisions regarding,

that the system is regulated by Danish law,
who can be direct participants in the system,
who can be indirect participants in the system,
on what conditions participants can represent indirect participants,
whether clearing takes place by netting for each transaction individually or by a combination thereof,
1 May 2026. 35 No. 464.
what requirements the system places on security and the provision of security with a view to ensuring settlement in the system,
the requirements mentioned in Section 166 regarding the system's rules on netting and transfer orders, and
terms in any agreements that the system has entered into with a settlement firm or a clearing house.

Subsection 2. The Financial Supervisory Authority may order a registered payment system to change rules and access agreements established pursuant to subsection 1.

Subsection 3. The Financial Supervisory Authority may set requirements for a registered payment system's capital base and impose requirements that it prepare a recovery plan that is sufficient to ensure the continuity of its critical operations.

Section 179. A registered payment system shall notify the Financial Supervisory Authority of who participates directly or indirectly in the system, and of any changes thereto.

Section 180. Powers under Sections 176-179 are exercised by Danmarks Nationalbank when it concerns a registered payment system covered by Danmarks Nationalbank's supervision, cf. Section 212, subsection 3.

Chapter 32a
IT Operation of a Retail Payment System

Section 180a. IT operation of a retail payment system that meets the conditions in Section 177, subsection 2, may not be commenced before the Financial Supervisory Authority has granted the IT operator permission thereto.

Subsection 2. Permission under subsection 1 is granted when

the IT operator has established a company with its home base in Denmark,
members of the applicant's board of directors and executive management or the owner of an IT operator of a retail payment system that is a sole proprietorship meet the requirements in Sections 180e and 180f, and
the applicant meets the requirements in Sections 180c-180i.

Subsection 3. An application for permission under subsection 1 shall contain the information necessary for the Financial Supervisory Authority to assess whether the applicant meets the requirements in Sections 180c-180i at the time of the permission, including an operational plan for the IT operation of the retail payment system, an organizational plan, business processes for the IT operation of the retail payment system, policies for IT security and risk management, and contingency and business continuity plans. If a company intends to outsource significant processes, services or activities, the application must also contain an outsourcing policy.

Subsection 4. Permission or refusal of permission shall be granted to the applicant no later than 6 months after receipt of a complete application. The Financial Supervisory Authority shall, regardless of the first sentence, make a decision no later than 12 months after receipt of the application. If the Financial Supervisory Authority has not made a decision no later than 6 months after receipt of a complete application for permission, the applicant may bring the matter before the courts.

Subsection 5. If an IT operator of a retail payment system is operated as a legal entity without a board of directors or executive management, subsection 2, no. 1, and subsection 3 apply correspondingly to the person or persons responsible for management.

Subsection 6. The Financial Supervisory Authority may, upon request from an owner of a retail payment system that meets the conditions in Section 177, subsection 2, exempt from the requirement that the IT operator of the same retail payment system must obtain permission from the Financial Supervisory Authority, cf. subsection 1. An exemption requires that the IT operator is located within the European Union or in a country with which the Union has entered into an agreement in the financial area, and that the owner ensures that the Financial Supervisory Authority continues to receive the necessary information about the IT operator for use in the Financial Supervisory Authority's assessment of whether the conditions in Section 180c and Section 180g, subsections 1 and 2, are met.

Subsection 7. The Financial Supervisory Authority may revoke a granted exemption if the condition in subsection 6, second sentence, is no longer met.

Section 180b. The Financial Supervisory Authority may revoke a permission under Section 180a when

the IT operator explicitly waives the use of the permission,
the IT operation of the retail payment system has not commenced no later than 12 months after the permission was granted,
the IT operation of the retail payment system is not operated for a period of more than 6 months,
the IT operator obtained the permission by using false statements or in another unlawful manner,
the IT operator no longer meets the conditions on which the permission was granted,
charges have been brought against the owner of an IT operator of a retail payment system that is a sole proprietorship for violation of the Penal Code, financial legislation or other relevant legislation, until the criminal case is resolved, if a conviction would imply that the person does not meet the requirements in Section 180e, subsection 1, no. 3, or
the IT operator grossly or repeatedly violates its obligations under this Act or regulations established pursuant thereto or orders in accordance with Chapter 37.

Subsection 2. Revocation of permission in accordance with subsection 1, no. 5, based on failure to meet the requirements in Section 180e, subsection 1, nos. 2-5, or Section 180f, and revocation of permission in accordance with subsection 1, no. 6, may be requested by the owner of an IT operator of a retail payment system that is a sole proprietorship to be brought before the courts. Request to this effect shall be submitted to the Financial Supervisory Authority no later than 4 weeks after the revocation of permission is communicated to the person concerned. The Financial Supervisory Authority brings the matter before the courts within 4 weeks after receipt of the request. The case is filed in the forms of civil procedure.

Section 180c. The board of directors of an IT operator of a retail payment system shall ensure effective and prudent management of the IT operator. The board shall in this regard assess whether the executive management performs its tasks in connection with the IT operation of the retail payment system in a secure manner and in accordance with the IT operator's obligations under Section 180g.

Subsection 2. If an IT operator of a retail payment system is operated as a legal entity without a board of directors, subsection 1 applies correspondingly to the highest management body.

Subsection 3. If an IT operator of a retail payment system is operated as a sole proprietorship, the owner shall ensure effective and prudent management of the IT operator.

Section 180d. The board of directors of an IT operator of a retail payment system shall ensure that its members have sufficient collective knowledge, professional competence and experience to be able to understand the IT operator's activities and the risks associated therewith, cf. however subsection 3.

Subsection 2. If an IT operator of a retail payment system is operated as a legal entity without a board of directors, subsection 1 applies correspondingly to the highest management body.

Subsection 3. Subsection 1 does not apply to IT operators of retail payment systems that are sole proprietorships.

Section 180e. A member of the board of directors or executive management of an IT operator of a retail payment system or the owner of an IT operator of a retail payment system that is a sole proprietorship

must have sufficient knowledge, professional competence and experience to be able to perform the office or position,
must have a sufficiently good reputation and be able to demonstrate honesty, integrity and sufficient independence in the performance of the office or position,
must not be subject to criminal liability for violation of the Penal Code, financial legislation or other relevant legislation, if the violation implies a risk that the person cannot perform their office or position in a secure manner,
must not have filed a petition for or be under reconstruction proceedings, bankruptcy or debt settlement, and
must not have exhibited such behavior that there is reason to assume that the person will not perform the office or position in a prudent manner.

Subsection 2. When a person assumes an office as a board member or a position as a director in an IT operator of a retail payment system, the Financial Supervisory Authority ensures that the person meets the fitness and propriety requirements in subsection 1. The Financial Supervisory Authority makes a decision on whether the person can hold the office or position in the company in question. The first and second sentences apply correspondingly to the owner of an IT operator of a retail payment system that is a sole proprietorship.

Subsection 3. If the Financial Supervisory Authority assesses that the person does not meet the requirements in subsection 1, nos. 2-5, the duration of the decision shall be stated in the decision.

Subsection 4. The Financial Supervisory Authority may in special cases, where the Financial Supervisory Authority assesses that a person does not have sufficient professional prerequisites or experience in relation to the position as a member of the executive management, to which the person is assessed, make a decision that the person can hold the position under specifically determined conditions.

Subsection 5. A member of the board of directors or executive management of an IT operator of a retail payment system shall notify the Financial Supervisory Authority of information regarding matters mentioned in subsection 1 in connection with entering the company's management and of matters mentioned in subsection 1, nos. 2-5, if the circumstances change subsequently. An IT operator of a retail payment system that is a sole proprietorship shall notify the Financial Supervisory Authority of information regarding matters mentioned in subsection 1 in connection with the application for permission, cf. Section 180a, and of matters mentioned in subsection 1, nos. 2-5, if the circumstances change subsequently.

Subsection 6. If an IT operator of a retail payment system is operated as a legal entity without a board of directors or an executive management, subsections 1-5 apply correspondingly to the person or persons responsible for management.

Section 180f. A member of the board of directors or executive management of an IT operator of a retail payment system or the owner of an IT operator of a retail payment system that is a sole proprietorship shall allocate sufficient time to perform the office or position in the IT operator in question.

Subsection 2. If an IT operator of a retail payment system is operated as a legal entity without a board of directors or an executive management, subsection 1 applies correspondingly to the person or persons responsible for management.

Section 180g. An IT operator of a retail payment system is responsible for ensuring that the IT operation of the retail payment system in question is performed in a secure manner.

Subsection 2. An IT operator of a retail payment system shall

be able to manage the risks that the IT operation of the retail payment system entails, including being able to identify all significant risks, and introduce effective measures to counteract these risks, and
have secure control and safeguarding measures in the IT area.

Subsection 3. The Financial Supervisory Authority may establish detailed rules regarding the measures that an IT operator of a retail payment system, which is not designated as an operator of financial digital infrastructure, cf. Section 333, subsection 3, of the Act on Financial Business, must take to have secure control and safeguarding measures in the IT area, cf. subsection 2, no. 2.

Section 180h. The Financial Supervisory Authority establishes provisions on internal IT audit and on the implementation of system audit for an IT operator of a retail payment system, which is not designated as an operator of financial digital infrastructure, cf. Section 333, subsection 3, of the Act on Financial Business.

Section 180i. Sections 56-58 and 62 apply correspondingly to an IT operator of a retail payment system.

Chapter 33
Risk Hedging

Section 181. If a central securities depository (CSD) or a participant in a central securities depository (CSD) lends to a participant or an indirect participant in the system in connection with the settlement of securities transactions or payments in the central securities depository (the CSD), it may be agreed beforehand with the borrower that the borrower's fund assets, which are stored in one or more depositories designated by the borrower in the central securities depository (the CSD), can serve as security for the repayment of the loan.

1 May 2026. 37 No. 464.

Paragraph 2. If a registered payment system or a participant in a registered payment system grants a loan to a participant or an indirect participant in the system in connection with the settlement of payments in the system, it may be agreed in advance with the borrower that the borrower's fund assets, which are kept in one or more depositories designated by the borrower in a central securities depository (CSD), may serve as security for the repayment of the loan.

Paragraph 3. If a central securities depository (CSD) or a payment system operated by Danmarks Nationalbank grants a loan to a participant or an indirect participant in connection with the settlement in the system, it may be agreed in advance with the borrower that the borrower's fund assets, which are kept in one or more depositories designated by the borrower in a central securities depository (CSD), may serve as security for the repayment of the loan. This also applies where security is provided to Danmarks Nationalbank as security for credit that must be repaid at the conclusion of Danmarks Nationalbank's monetary policy overnight operations.

Paragraph 4. Paragraph 3 applies mutatis mutandis to loans between participants and loans between participants and indirect participants in a central securities depository (CSD) or a payment system operated by Danmarks Nationalbank.

Paragraph 5. Paragraph 3 applies mutatis mutandis to a central securities depository (CSD) or a payment system that is notified to the European Securities and Markets Authority (ESMA), cf. Section 171, and that settles payments over accounts at Danmarks Nationalbank. It is a condition that the agreement on the provision of security is subject to Danish law.

Section 182. If loans are granted in connection with the settlement of securities transactions and payments in systems where the lending is not covered by Section 181, the Financial Supervisory Authority may approve that it may be agreed in advance with the borrower that the borrower's fund assets, which are kept in one or more depositories designated by the borrower in a central securities depository (CSD), may serve as security for the repayment of the loan. It is a condition for the Financial Supervisory Authority's approval that the agreement on the provision of security is subject to Danish law.

Paragraph 2. If an agreement as referred to in Section 181, Paragraph 1, is registered in a central securities depository (CSD), and loans are granted for use in settlement, the provision of security in the relevant fund assets may be notified to the central securities depository (CSD) for registration in connection with the settlement, cf. Section 181, Paragraph 1. Only by such registration is protection obtained against legal enforcement and subsequent purchasers under the rules in Chapter 34.

Paragraph 3. If a central securities depository (CSD) or a participant in a central securities depository (CSD) has paid for another's acquisition of fund assets, which is settled through a central securities depository (CSD), security may be registered in the central securities depository (CSD) as security for the payer's claim against the acquirer in the part of the acquired fund assets that is simultaneously registered on the acquirer's account in the central securities depository (CSD) and that has not, by agreement with the payer, been further transferred by sale, which is settled at the same time as the acquisition. By registering the security, protection is obtained against legal enforcement and bona fide subsequent purchasers under the rules in Chapter 34.

Paragraph 4. The Minister for Business Affairs shall issue rules on within what time limit a lender must maintain notified security as referred to in Paragraphs 1-3 by notification. Registration of the security is deleted without notification if the right to this is not maintained within the time limit. A central securities depository (CSD) may in special cases postpone the set time limit.

Section 183. Fund assets in which security has been registered in accordance with Section 182, Paragraph 2 or 3, may, if a prior agreement has been made to this effect, or if the transaction has been entered into between a fund brokerage company, an investment management company or an alternative investment fund manager and a fund brokerage company, an investment management company, an alternative investment fund manager, an institutional investor or a corresponding professional investor, be realized immediately after the expiry of a time limit set by the Minister for Business Affairs pursuant to Section 182, Paragraph 4, if the borrower has not fulfilled its obligations beforehand. The time limit may be deviated from by agreement between the parties if the security is registered in accordance with Section 182, Paragraph 2 or 3.

Paragraph 2. Financial instruments pledged as security to a central securities depository (CSD) or a participant in a central securities depository (CSD) to comply with the central securities depository's (CSD's) rules on the provision of security may be realized immediately if a prior agreement has been made to this effect and there is a breach of the central securities depository's (CSD's) rules on the provision of security.

Chapter 34
Registration of Rights over Fund Assets in a Central Securities Depository (CSD)

Section 184. Rights over fund assets must be registered in a central securities depository (CSD) to obtain protection against agreements entered into regarding the fund assets and legal enforcement.

Paragraph 2. An agreement or legal enforcement that is to be able to displace an unregistered right must itself be registered, and the acquirer according to the agreement must be in good faith at the notification of the right to the account-holding institution.

Paragraph 3. The legal effects of the registration date from the time of final registration in the central securities depository (CSD).

Paragraph 4. If a central securities depository (CSD) has outsourced all or part of the settlement to a public entity, cf. Article 30, Paragraph 5, of Regulation (EU) No 2014/909 of the European Parliament and of the Council of 23 July 2014 on settlement in securities and central securities depositories and amending Directives 98/26/EC and 2014/65/EU, the time of legal effect is counted from the time of registration with the entity to which it is outsourced.

Paragraph 5. An account-holding institution must immediately report received notifications for registration in a central securities depository (CSD).

Paragraph 6. The Minister for Business Affairs may issue rules on:

The basis for and procedure for registration.
Registration of limited rights over fund assets.
Notifications of registration.
Issuance of account statements.
The content of the account statement.
1 May 2026. 38 No. 464.

Section 185. An account-holding institution must report for preliminary registration if the account-holding institution is in doubt about factual or legal circumstances of significance for the registration or if anyone claims to the account-holding institution that the intended registration will infringe upon its rights. The central securities depository (CSD) makes a decision on how the final registration can be made.

Section 186. When the registration of an agreement on rights over fund assets has been finally completed in a central securities depository (CSD), a bona fide acquirer according to a registered agreement cannot be met with any objection to the validity of the agreement. The objection that a document is false or forged, that its issuance was unlawfully caused by personal violence or by threat of immediate use of such, or that the issuer was incompetent at the issuance, is preserved against a bona fide acquirer according to a registered agreement.

Section 187. Final registration in a central securities depository (CSD) is, regardless of Section 15 of the Act on Debentures, the relevant security act for fund assets that correspond to negotiable debentures.

Section 188. The ownership of a fund asset may be made by the seller, when this is an account-holding institution, conditional on payment of the purchase price within a set time limit. The payment reservation lapses if the seller does not enforce its reservation within the time limit.

Paragraph 2. If the account holder holds the account on behalf of one or more owners, this must be registered on the account.

Paragraph 3. The Minister for Business Affairs issues rules on the time limit mentioned in Paragraph 1.

Section 189. A central securities depository (CSD) may delete the registration of rights that have clearly ceased.

Paragraph 2. If rights are registered on an account in a central securities depository (CSD) that are presumed to have lost their significance, or rights that are over 20 years old and are likely to have ceased, or to which there is likely no entitled person, the relevant central securities depository (CSD) may summon possible holders of the relevant rights. The summons takes place by publication in the Official Gazette with a warning of 3 months. Furthermore, the person or persons indicated in the register as entitled must be notified separately. If no one reports within the time limit, the central securities depository (CSD) must delete the registration of the right.

Paragraph 3. The Minister for Business Affairs may issue rules for the implementation of Paragraph 2.

Chapter 35
Connection to a Central Securities Depository (CSD) Connection as an Account-Holding Institution

Section 190. The following may be connected to a central securities depository (CSD) as an account-holding institution:

Companies that have permission as a credit institution or fund brokerage company.
Companies that have permission as a mortgage credit institution, insofar as these companies have permission pursuant to Section 13, Paragraph 1, of the Act on Fund Brokerage Companies and Investment Services and Activities, Investment Management Companies and Alternative Investment Fund Managers.
Companies operated jointly by companies, cf. nos. 1 and 2, and which have the purpose of managing financial instruments.
Investment companies and credit institutions that have been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area.
The Modernisation Agency.
Central securities depositories (CSDs).
Central counterparties (CCPs).
Danmarks Nationalbank.
Central banks in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area.

Paragraph 2. A central securities depository (CSD) may make a report for registration in the relevant central securities depository (CSD).

Section 191. An administration company that has been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, and which carries out securities trading in this country through a branch or provides services, cf. Sections 42 and 43 of the Act on Fund Brokerage Companies and Investment Services and Activities, may make a report for registration in a central securities depository (CSD).

Paragraph 2. Credit institutions that have been granted permission in a country outside the European Union, with which the Union has not concluded an agreement in the financial area, and which carry out securities trading in this country through a branch, cf. Section 1, Paragraph 3, of the Act on Financial Business, or provide services, cf. Section 33 of the Act on Financial Business, may make a report for registration in a central securities depository (CSD). The same applies to investment companies that have been granted permission in a country outside the European Union, with which the Union has not concluded an agreement in the financial area, and which carry out securities trading in this country through a branch or provide services, cf. Sections 42 and 43 of the Act on Fund Brokerage Companies and Investment Services and Activities.

Paragraph 3. Credit institutions and investment companies covered by Paragraph 2, which do not carry out securities trading in this country through a branch or by providing services, may, after obtaining permission from the Financial Supervisory Authority, enter into a connection agreement with a central securities depository (CSD).

Section 192. Account-holding institutions must enter into a connection agreement with a central securities depository (CSD) as a condition for obtaining access to make reports for registration in the relevant central securities depository (CSD).

Paragraph 2. A connection agreement pursuant to Paragraph 1 must stipulate that the account-holding institution is obliged to observe Articles 29 and 36 and Article 37, Paragraph 3, of Regulation (EU) No 2014/909 of the European Parliament and of the Council of 23 July 2014 on settlement in securities and central securities depositories.

Section 193. A connection agreement, cf. Section 192, ceases to have immediate effect in the event that an account-holding institution is declared bankrupt or taken into reconstruction proceedings or similar.

Paragraph 2. If a connection agreement ceases, the central securities depository (CSD) takes over the reporting for registration on the affected accounts for a period of up to 4 months, after which the relevant registrations are transferred to an account at another account-holding institution.

Section 194. The Financial Supervisory Authority may make a decision that an account-holding institution, which is covered by Section 190, Paragraph 1, nos. 1-6, or Section 191, cannot make reports for registration in a central securities depository (CSD), if the account-holding institution grossly neglects its obligations or orders issued under this Act.
Connection as a Public Fund, an Insurance Company or a Pension Fund

Section 195. A public fund, an insurance company or a pension fund must have access to obtain information about its own accounts directly in a central securities depository (CSD), to transfer notifications of sales through the central securities depository (CSD) to the account-holding institutions and to make notifications of registration on its own accounts directly to a central securities depository (CSD).

Paragraph 2. A public fund, an insurance company or a pension fund must enter into a connection agreement with a central securities depository (CSD) to obtain access to the central securities depository (CSD), cf. Paragraph 1.

Chapter 36
Agreements on Financial Collateral and Final Settlement etc.

Section 196. The following may be parties to an agreement on financial collateral:

A public authority, except for publicly guaranteed companies, unless these fall under nos. 2-6, including:
a) Public authorities in countries within the European Union and in countries with which the Union has concluded an agreement in the financial area, which are responsible for or contribute to the management of public debt. b) Public authorities in countries within the European Union and in countries with which the Union has concluded an agreement in the financial area, which are authorized to maintain accounts for customers.
A central bank, the European Central Bank, the Bank for International Settlements, a multilateral development bank, the International Monetary Fund and the European Investment Bank.
A financial institution that is subject to supervision, including:
a) A credit institution as defined in Article 3, Paragraph 1, no. 1, of Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on the taking up and pursuit of the business of credit institutions and the prudential supervision of credit institutions and investment firms. b) An investment firm as defined in Article 4, Paragraph 1, no. 1, of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2015 on markets in financial instruments. c) A financing institution as defined in Article 4, Paragraph 1, no. 26, of Directive 2013/36/EU of the European Parliament and of the Council on the taking up and pursuit of the business of credit institutions and the prudential supervision of credit institutions and investment firms. d) An insurance company as defined in Article 1, point (a), of Council Directive 92/49/EEC of 18 June 1992 on the coordination of laws, regulations and administrative provisions relating to direct insurance other than life assurance and an insurance company as defined in Article 1, point (a), of Directive 2002/83/EC of the European Parliament and of the Council of 5 November 2002 concerning life assurance. e) UCITS with permission pursuant to Article 5 of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS). f) An investment management company. g) An alternative investment fund manager.
A central counterparty (CCP), a clearing house or a clearing institute as defined in Article 2, point (ce), of Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems or similar institutions regulated under national law, which trade on the market for futures, options and derivative financial instruments, insofar as they are not covered by the aforementioned directive.
A legal person, which acts in its capacity as asset manager or authorized representative on behalf of one or more persons, including holders of bonds or other forms of debentures, or for authorities and companies as defined in nos. 1-4.
A legal person that is not covered by nos. 1-5, including unregistered companies and partnerships and sole proprietorships.

Paragraph 2. Retail customers as defined in Article 4, Paragraph 1, no. 11, of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments cannot be parties to an agreement on financial collateral in the form of transfer of ownership.

Section 197. Security in accordance with an agreement on financial collateral may only consist of money credited to an account and financial instruments covered by Section 4, Paragraph 1, nos. 1-3, cf. however Section 197, Paragraphs 2 and 3.

Paragraph 2. If both parties to an agreement on financial collateral are covered by Section 196, Paragraph 1, nos. 1-5, the financial security may further consist of debt claims.
1 May 2026. 40 No. 464.

Paragraph 3. Loans that cannot be subject to legal enforcement may neither be used as security under an agreement on financial collateral nor be subject to final settlement.

§ 198. An agreement on financial collateral must be in writing or formulated in a manner legally equivalent thereto in order to be covered by the rules in this chapter.

Paragraph 2. It must appear from an agreement on financial collateral which of the parties' or third parties' existing or future, actual, conditional or potential financial obligations the agreement covers.

§ 199. When financial collateral is provided in the form of debt claims, the collateral taker must receive from the collateral provider a list of all debt claims covered by the collateral. The list must be sent in writing or in a manner legally equivalent thereto.

Paragraph 2. The collateral taker's receipt of a list as referred to in paragraph 1 is, regardless of § 31 in the Act on Debentures, the relevant security act in financial collateral in the form of debt claims. If the collateral provider has assigned the debt claims to several agreement purchasers, the collateral taker must be in good faith towards other agreement purchasers at the time of receipt of the list.

Paragraph 3. If the collateral provider and the collateral taker are closely related, cf. § 2, nos. 2-4, in the Bankruptcy Act, paragraph 2 does not apply. If the collateral taker becomes closely related to the collateral provider, paragraph 2 does not apply to collateral provided after this time.

§ 200. In connection with the use of debt claims as financial collateral, the debtor according to the claim may, in writing or in a manner legally equivalent thereto, waive his right to confidentiality according to § 117, paragraph 1, in the Act on Financial Business, to the extent this is necessary to make the collateral effective.

Paragraph 2. If the debtor according to a debt claim used as financial collateral waives his right to set-off with the obligations covered by the agreement on financial collateral, or which for other reasons can be used for set-off, this must be done in writing or in a manner legally equivalent thereto.

§ 201. Realisation or valuation of collateral or debt claims that are set off or appropriated must be carried out on commercially reasonable terms.

§ 202. If the collateral provider substitutes collateral provided with another collateral by agreement with the collateral taker, and this happens no later than simultaneously with the collateral provider again having control over the substituted collateral, the substituted collateral can only be avoided if the originally provided collateral was avoidable.

Paragraph 2. Collateral provided for changes in the value of collateral or claims that have occurred after the conclusion of the agreement and are due to market conditions cannot be avoided under §§ 70 or 72 in the Bankruptcy Act, if the provided collateral was provided without undue delay after the claim for collateral could be asserted. Avoidance under the conditions referred to in § 72 in the Bankruptcy Act may, however, take place if the collateral provision did not appear as ordinary.

§ 203. An agreement on financial collateral may contain a provision that the collateral taker can immediately realise the collateral when a ground for satisfaction arises. Immediate realisation may, subject to the conditions in the agreement, take place

without prior approval from public authorities or others,
without prior notice to the collateral provider and
without the use of a special procedure.

Paragraph 2. In financial collateral in the form of transfer of ownership, realisation takes place by offsetting the value of the collateral against the secured obligations.

Paragraph 3. In financial collateral in the form of money credited to an account, realisation takes place by offsetting the value of the collateral against or using it to satisfy the secured obligations.

Paragraph 4. In financial collateral in the form of pledge, realisation takes place by selling the collateral. If it appears from the agreement on financial collateral, realisation may take place by the collateral taker appropriating the collateral, if principles for the valuation of the collateral have been set in the agreement, cf. however § 201.

§ 204. An agreement on financial collateral in the form of pledge may contain a provision on the right of use, whereby the collateral taker may transfer the collateral received or some of these to a third party for ownership or security.

Paragraph 2. If the collateral taker has exercised a right of use according to paragraph 1, the collateral taker must return equivalent collateral no later than at the time when the secured claims fall due. The returned collateral is considered, according to the agreement on financial collateral, as provided at the same time as the original collateral.

Paragraph 3. Return according to paragraph 2 can only be avoided if the conditions in § 74 of the Bankruptcy Act are met.

Paragraph 4. Return according to paragraph 2 may be omitted to the extent that the value of the collateral is offset against the secured financial obligations in accordance with the terms of an agreement on financial collateral or is subject to final settlement. The claim for return is considered in such cases to have arisen at the time when the original collateral was provided.

Paragraph 5. Paragraphs 1-4 do not apply to debt claims.

§ 205. An agreement on financial collateral in the form of transfer of ownership has effect in relation to the security act and realisation in accordance with the agreed terms.

Paragraph 2. If a ground for satisfaction arises before the collateral taker has fulfilled a possible obligation to transfer equivalent collateral, the obligation may be subject to netting by final settlement if this appears from the agreement.

§ 206. An agreement may, with legal effect for third parties, cf. however §§ 207 and 208, contain a provision that the financial obligations covered by the agreement, cf. § 5, no. 2, shall be netted by final settlement if a ground for satisfaction arises, cf. § 5, no. 6.

Paragraph 2. It may be agreed with legal effect for the estate and the creditors that final settlement shall only take place when the non-defaulting party gives notice thereof to the defaulting party, after a ground for satisfaction has occurred. In cases where the defaulting party is placed under insolvency proceedings, this party may, however, require that the final settlement is carried out in such a way that the parties are placed as if final settlement had taken place without undue delay after the time when the non-defaulting party knew or ought to have known that the defaulting party was subjected to insolvency proceedings.

Paragraph 3. § 197, paragraph 3, and §§ 198 and 201 apply correspondingly to an agreement on final settlement that is not part of an agreement on financial collateral.

§ 207. Final settlement, cf. § 206, paragraph 1, which is carried out after the defaulting party has been placed under reconstruction proceedings, may include financial obligations that arose before the time when the non-defaulting party knew or ought to have known the circumstances that established the deadline, cf. § 1 in the Bankruptcy Act.

Paragraph 2. Final settlement, which is carried out after the defaulting party has been declared bankrupt, may include financial obligations that arose before the time when the non-defaulting party knew or ought to have known the circumstances that established the deadline, cf. § 1 in the Bankruptcy Act. Financial obligations arising after the expiry of the day on which the bankruptcy was announced in the Official Gazette may, however, not be included in a final settlement.

§ 208. A financial obligation that is covered by § 42, paragraphs 3 and 4, in the Bankruptcy Act may be included in a final settlement, unless the non-defaulting party knew or ought to have known that the defaulting party was insolvent when the claim on this was acquired or arose.

Paragraph 2. Final settlement, cf. § 206, paragraph 1, can only be avoided under § 69 in the Bankruptcy Act if the final settlement included claims that could not have been included in an agreed final settlement in the event of bankruptcy, cf. paragraph 1 and § 207, paragraph 2.

§ 209. An agreement may, with legal effect for third parties, contain a provision that all claims arising from trading in currency and financial instruments covered by the agreement are netted continuously by agreed settlement. §§ 207 and 208 apply correspondingly to agreements on continuous netting.

§ 210. If a financial instrument is registered on an account with a central securities depository (CSD) or an account-holding institution, questions regarding the instrument, cf. paragraph 2, are determined according to the legislation in the country where the account is kept, except for choice of law rules.

Paragraph 2. The following questions are determined according to the legislation referred to in paragraph 1:

The legal nature of security in financial instruments and the proprietary effects attached thereto.
The requirements for securing an agreement on financial collateral against third parties and the requirements for which measures are necessary for such an agreement to be asserted against third parties.
Whether a person's title to or right in a security in financial instruments must yield to or be subordinated to a competing title or right, including whether there is acquisitive prescription.
Which measures are necessary to realise a security in the form of financial instruments when a ground for satisfaction has arisen.

Section X a
Transmission of information and facilitation of the exercise of shareholder rights
Chapter 36 a
Transmission of information

§ 210 a. An intermediary must as soon as possible transmit the following information from the issuer to a shareholder or to a third party appointed by the shareholder:

Information that the issuer is obliged to give a shareholder to enable the shareholder to exercise shareholder rights, and which is addressed to all shareholders with shares in the relevant class, or
a notice of where the information can be found on the issuer's website, if the information referred to in no. 1 is available to the shareholders on the issuer's website.

Paragraph 2. Paragraph 1 does not apply when the issuer sends the information or a notice according to paragraph 1 directly to all its shareholders or to a third party appointed by the shareholders.

Paragraph 3. When there is more than one intermediary in a chain of intermediaries, the information, cf. paragraph 1, must be transmitted as soon as possible between the intermediaries, unless the information can be sent directly to the shareholder or to a third party appointed by the shareholder.

§ 210 b. An intermediary must as soon as possible transmit information about the shareholder's exercise of shareholder rights, which the intermediary has received from a shareholder, to the issuer.

Information about shareholders

§ 210 c. An intermediary that stores information about the identity of shareholders must, upon request from an issuer or from a third party appointed by the issuer, as soon as possible inform the issuer of the information about the identity. An issuer may request an intermediary to collect and transmit information about the identity of shareholders, including from other intermediaries in the intermediary chain, to the issuer.

Paragraph 2. If there is more than one intermediary in a chain of intermediaries, the request according to paragraph 1, first sentence, must be transmitted between the intermediaries as soon as possible.

Paragraph 3. An intermediary must inform an issuer of the contact details of the next intermediary in the chain of intermediaries as soon as possible after request from the issuer or from a third party appointed by the issuer.

§ 210 d. Personal data about shareholders may only be used for the identification of existing shareholders with a view to fulfilling the provisions in this chapter. An intermediary must not store the personal data, cf. § 210 c, paragraph 1, for more than 12 months after becoming aware that the person in question has ceased to be a shareholder, unless otherwise follows from other legislation.

Paragraph 2. An intermediary's transmission of information about a shareholder's identity, cf. § 210 c, is not considered a breach of the duty of confidentiality that applies according to a contract or other legislation.

Facilitation of the exercise of shareholder rights

§ 210 e. An intermediary must facilitate the exercise of shareholder rights, including the right to participate and vote in connection with general meetings, by

initiating the necessary arrangements so that a shareholder or a third party appointed by the shareholder can exercise the rights themselves, or
offering to exercise the shareholder rights on explicit authorisation and instruction from a shareholder and for the benefit of the shareholder.

Paragraph 2. An intermediary must as soon as possible transmit electronic confirmations of receipt of votes and registration of votes and that votes are counted, to a shareholder or a third party appointed by the shareholder, if the intermediary receives the confirmations from an issuer.

Paragraph 3. When there is more than one intermediary in a chain of intermediaries, the electronic confirmations, cf. paragraph 2, must be transmitted between the intermediaries as soon as possible, unless the confirmation can be sent directly to a shareholder or a third party appointed by the shareholder.

Fees

§ 210 f. An intermediary must separately for each individual service provided according to the provisions in this chapter, publish the size of any fees.

Paragraph 2. Fees that an intermediary charges from a shareholder, an issuer or another intermediary must be non-discriminatory and proportionately adjusted in relation to the actual costs associated with the delivery of the services.

Paragraph 3. An intermediary may only differentiate between any fees charged in connection with national and cross-border exercise of rights, when the fees are duly justified and reflect fluctuations in the actually incurred costs in connection with the delivery of these services.

Paragraph 4. Fees are charged to the shareholder, issuer or intermediary who requests a service.

Summoning to general meeting in a central counterparty (CCP)

§ 210 g. A central counterparty (CCP) may summon to a general meeting with a view to carrying out a capital increase no later than 10 days before the general meeting, if the Danish Financial Supervisory Authority has assessed that the conditions in Article 18 in Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties are met, and the central counterparty (CCP) assesses that the capital increase is necessary to prevent the central counterparty (CCP) from becoming distressed. Summoning to a general meeting according to the first sentence may be carried out if the general meeting with two thirds of the votes cast amends the company's articles of association to contain this possibility.

Paragraph 2. Time limits in §§ 94, 98 and 99 in the Companies Act do not apply to general meetings summoned in accordance with paragraph 1.

Section XI
Supervisory, control and disclosure rules etc.
Chapter 37
Supervision, control etc.

§ 211. The Danish Financial Supervisory Authority ensures compliance with this Act and rules established pursuant thereto, except § 9 and the rules in chapter 36.

Paragraph 2. The Danish Financial Supervisory Authority further ensures compliance with:

§ 32, paragraph 3, no. 1, cf. § 32, paragraph 6, in the Auditors Act.
Articles 37-42 in Commission Regulation (EU) no. 1031/2010 of 12 November 2010 on the timing and administrative arrangements for auctions of greenhouse gas emission allowances and other aspects relating to such auctions pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community and rules established pursuant thereto.
Regulation (EU) no. 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps and rules established pursuant thereto.
Regulation (EU) no. 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories and rules established pursuant thereto, except sections VI and VII.
Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation) and rules established pursuant thereto.
Regulation (EU) no. 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and rules established pursuant thereto.
Regulation (EU) no. 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and rules established pursuant thereto.
Regulation (EU) no. 1011/2016 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or with a view to measuring the financial results of investment funds and rules established pursuant thereto.
Regulation (EU) no. 2365/2015 of the European Parliament and of the Council of 25 November 2015 on the transparency of securities financing transactions and on the reuse and rules established pursuant thereto.
Regulation (EU) 2017/1129 of the European Parliament of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and rules established pursuant thereto.
Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties and rules established pursuant thereto.
Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot scheme for market infrastructure based on distributed ledger technology.
Article 15 in Council Regulation (EU) 2022/2576 of 19 December 2022 on strengthening solidarity through better coordination of gas purchases, reliable price benchmarks and cross-border exchange of gas.
Council Regulation (EU) 2022/2578 of 22 December 2022 on introducing a market correction mechanism to protect Union citizens and the economy from disproportionately high energy prices.
Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets and rules issued pursuant thereto.
Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience in the financial sector and rules issued pursuant thereto.
The matters referred to in Article 44 in the Regulation on European green bonds and optional information on bonds marketed as environmentally sustainable, and on sustainability-related bonds.
Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 on the creation of a single European access point providing centralised access to publicly available information relevant to financial services, capital markets and sustainability, and rules established pursuant thereto.
Article 2, paragraph 2, first paragraph, point (c), second paragraph, in Regulation (EU) 2024/3005 of the European Parliament and of the Council of 27 November 2024 on transparency and integrity concerning environmental, social and governance (ESG) rating activities and rules issued pursuant thereto.

Paragraph 3. The Danish Financial Supervisory Authority ensures compliance with regulations established pursuant to the directives implemented by this Act.

Paragraph 4. The Board of the Danish Financial Supervisory Authority participates in the supervision according to paragraphs 1-3 and § 213, paragraphs 1-5 and 8, with the competence that the Board is granted pursuant to § 345 in the Act on Financial Business. § 224, paragraph 1, applies to members of the Board, the observer, members of the expert panel and the Consumer Ombudsman.

§ 212. The Danish Financial Supervisory Authority supervises operators of a market place, approved publication arrangements (APA) and approved reporting mechanisms (ARM), which have been granted permission in accordance with Regulation (EU) no. 600/2014 of 15 May 2014 on markets in financial instruments and have an exemption in accordance with Article 2, paragraph 3, in the Regulation, central counterparties (CCPs), central securities depositories (CSDs), account-holding institutions, registered payment systems and IT operators of retail payment systems as well as administrators of benchmarks and providers of data for the determination of benchmarks, cf. however paragraph 3.

Paragraph 2. The Danish Financial Supervisory Authority must for significant subsidiaries of foreign companies, which have been granted permission to carry out business as referred to in paragraph 1 in a country within the European Union or a country with which the Union has concluded an agreement in the financial area, participate in any cooperation forums on the supervision of the entire group.

Paragraph 3. Danmarks Nationalbank monitors registered payment systems that Danmarks Nationalbank finds have significant importance for payment settlement or the implementation of Danmarks Nationalbank's monetary policy transactions.

Paragraph 4. The Minister for Business assesses in accordance with Article 23 b, paragraph 5, point (a), in Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or with a view to measuring the financial results of investment funds, whether a replacement benchmark no longer reflects or deviates significantly from the underlying market or economic reality that the terminating benchmark is calculated to measure, and whether the use of the replacement benchmark can have negative consequences for financial stability.

§ 212 a. The Danish Financial Supervisory Authority is the resolution authority for a central counterparty (CCP) in accordance with Article 4, paragraph 1, Articles 9, 10 and 13-18, Article 22, point (a), no. (ii), Article 33, paragraph 8, Article 53, paragraph 2, Articles 70, paragraphs 2 and 3, and Articles 73, 75, 79, 80, 83 and 84 in Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties.

Paragraph 2. The Danish Financial Supervisory Authority submits a recovery plan from a central counterparty (CCP) to Financial Stability. Financial Stability may give recommendations to the Danish Financial Supervisory Authority on the content of the recovery plan.

Paragraph 3. Financial Stability prepares and maintains resolution plans in accordance with Article 12 in Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties, which the Danish Financial Supervisory Authority adopts upon proposal from Financial Stability.

Paragraph 4. Financial Stability submits an assessment of the resolvability options for a central counterparty (CCP) to the Danish Financial Supervisory Authority in accordance with Article 15 in Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020

on a set of rules for the recovery and resolution of central counterparties.

Subsection 5. The Financial Supervisory Authority shall, upon the recommendation of Financial Stability, submit a report to the central counterparty (CCP) on resolution obstacles in accordance with Article 16 of Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties.

Subsection 6. The Financial Supervisory Authority shall make decisions in accordance with Article 22(a)(ii) of Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties, upon the recommendation of Financial Stability.

Subsection 7. The Financial Supervisory Authority shall perform the tasks of the resolution authority with appropriate operational independence from the Financial Supervisory Authority's supervisory activities.

§ 212 b. The Ministry of Business Affairs is the competent ministry in accordance with Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties.

§ 212 c. The Financial Supervisory Authority is the collecting body for the information that must be submitted in order to make them available on the European Single Access Point (ESAP). This applies to information that must be submitted in accordance with this Act, regulations issued pursuant thereto, or any of the following regulations:

Regulation of the European Parliament and of the Council on short selling and certain aspects of credit default swaps.
Regulation of the European Parliament and of the Council on market abuse (the Market Abuse Regulation).
Regulation of the European Parliament and of the Council on indices used as benchmarks in financial instruments and financial contracts or for the purpose of measuring the financial performance of investment funds.
Regulation of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.
Regulation of the European Parliament and of the Council on European green bonds and optional disclosures by issuers of bonds marketed as environmentally sustainable, and on sustainability-related bonds.

Subsection 2. The Financial Supervisory Authority is furthermore the collecting body for information submitted on a voluntary basis in order to make them available on the European Single Access Point (ESAP), pursuant to Article 3(1) of the Regulation of the European Parliament and of the Council on the creation of a European Single Access Point providing centralized access to publicly available information relevant to financial services, capital markets and sustainability.

Accounting Control

§ 213. The Financial Supervisory Authority shall, for issuers of transferable securities with their home state in Denmark, verify that the rules on information in annual and half-yearly reports in §§ 183-193 a of the Act on Financial Business, the Accounts Act, §§ 82-92 of the Act on Investment Funds etc., §§ 143 and 146-154 a of the Act on Fund Brokerage Companies and Investment Services and Activities, §§ 178 and 181-187 a of the Act on Insurance Business, and § 131 of the Act on Managers of Alternative Investment Funds etc. are complied with, if the transferable securities are admitted to trading on a regulated market in this country, in another country within the European Union, or in a country with which the Union has concluded an agreement in the financial area.

Subsection 2. The Financial Supervisory Authority shall also verify that regulations issued pursuant to § 196 of the Act on Financial Business, the Accounts Act, § 95 of the Act on Investment Funds etc., § 157 of the Act on Fund Brokerage Companies and Investment Services and Activities, § 190 of the Act on Insurance Business, and § 131 of the Act on Managers of Alternative Investment Funds etc. are complied with.

Subsection 3. The Financial Supervisory Authority shall verify that Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards is complied with.

Subsection 4. In connection with the control pursuant to subsections 1-3, the Financial Supervisory Authority shall exercise the powers granted to the Financial Supervisory Authority pursuant to § 197 of the Act on Financial Business, § 96 of the Act on Investment Funds etc., § 158 of the Act on Fund Brokerage Companies and Investment Services and Activities, § 191 of the Act on Insurance Business, and § 161 a of the Accounts Act.

Subsection 5. The control pursuant to subsections 1-4 also includes control of the rules on information in annual and half-yearly reports from issuers that have Denmark as their home state pursuant to § 21, as these rules are established in the accounting legislation applicable to the respective issuers, pursuant to §§ 26 and 27. In carrying out the control, the Financial Supervisory Authority may:

provide guidance,
report violations,
order that errors be corrected and violations be discontinued, and
issue orders to change a situation, including orders to publish amended or supplementary information.

Subsection 6. The Financial Supervisory Authority may, in special cases, use foreign assistance in connection with control pursuant to subsections 1-5.

Subsection 7. If the control pursuant to subsection 5, first sentence, concerns an undertaking not covered by the Financial Supervisory Authority's supervision, pursuant to subsection 8, § 156, subsection 3, of the Accounts Act and regulations established pursuant thereto regarding the payment of an annual fee for the associated control activity shall apply correspondingly.

Subsection 8. In handling cases concerning undertakings covered by the Accounts Act, and in the control pursuant to subsection 5 regarding issuers not covered by the Financial Supervisory Authority's supervision, the Business Authority shall take the place of the Financial Supervisory Authority.

Powers

§ 214. The Financial Supervisory Authority may require from undertakings under supervision, the current and former management of undertakings under supervision, and other natural and legal persons who have obligations in accordance with the rules set out in § 211, subsections 1-3, and § 213, subsections 1-3 and 5, to provide all information, documents, or other data in any form, which the Financial Supervisory Authority deems necessary for the Financial Supervisory Authority's activities or to decide whether there has been a violation of rules that the Financial Supervisory Authority oversees compliance with pursuant to the rules set out in § 211, subsections 1-3, and § 213, subsections 1-3 and 5.

Subsection 2. The Financial Supervisory Authority may require that auditors of fund brokerage companies, operators of a marketplace, approved publication arrangements (APA), approved reporting mechanisms (ARM) that are exempt from Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and subject to authorization and supervision by the Financial Supervisory Authority, IT operators of a retail payment system, and auditors who audit or perform other audit tasks for issuers, providers of transferable securities, or persons requesting admission to trading on a marketplace, provide information deemed necessary for the Financial Supervisory Authority's decision on whether there has been a violation of rules that the Financial Supervisory Authority oversees compliance with pursuant to the rules set out in § 211, subsections 1-3, and § 213, subsections 1-3 and 5. The Financial Supervisory Authority may furthermore require documents to be handed over from the auditor for use in the Financial Supervisory Authority's decision on whether there has been a violation of the rules in chapters 5 and 7 and § 213.

Subsection 3. Undertakings under supervision, the current and former management of undertakings under supervision, and other natural and legal persons who have obligations in accordance with the rules set out in § 211, subsections 1-3, and § 213, subsections 1-3 and 5, who have provided information pursuant to subsections 1 and 2, are obliged to correct the information to the Financial Supervisory Authority as soon as possible, if the undertaking under supervision, the current or former management of the undertaking under supervision, or the other natural or legal persons subsequently establish the following:

The information was not correct at the time of submission.
The information has subsequently become misleading.

Subsection 4. The Financial Supervisory Authority may furthermore, without a court order, require the handover of existing recordings of telephone conversations, electronic communication, or records of data traffic at a fund brokerage company, operators of a marketplace, an approved publication arrangement (APA), and an approved reporting mechanism (ARM) that are exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Financial Supervisory Authority, as well as administrators of benchmarks and data providers for the determination of benchmarks.

Subsection 5. The Financial Supervisory Authority's powers pursuant to subsection 1 apply correspondingly to suppliers and subcontractors to the undertakings mentioned in subsection 1, for the purpose of obtaining information about the outsourced activity.

Subsection 6. The Financial Supervisory Authority's powers pursuant to subsection 1 apply correspondingly to persons who control or are controlled by issuers, providers, or persons requesting admission to trading on a regulated market, when the Financial Supervisory Authority deems the information necessary for the Financial Supervisory Authority's activities in relation to or to decide whether there has been a violation of Regulation 2017/1129/EU of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market. The first sentence applies correspondingly to financial intermediaries whose task is to manage the offering of securities to the public or to seek admission to trading on a regulated market.

Subsection 7. The Financial Supervisory Authority may, for the purpose of supervising compliance with the Regulation of the European Parliament and of the Council on European green bonds and optional disclosures by issuers of bonds marketed as environmentally sustainable, and on sustainability-related bonds, exercise the powers following Article 45(1) of that Regulation.

§ 215. The Financial Supervisory Authority may at any time, without a court order and upon proper identification, conduct supervisory and control investigations at the business premises of undertakings under supervision and undertakings that have obligations in accordance with the rules set out in § 211, subsections 1-3, and § 213, subsections 1-3 and 5.

Subsection 2. The Financial Supervisory Authority may at any time, without a court order and upon proper identification, gain access to the business premises of suppliers and subcontractors to undertakings under supervision and undertakings that have obligations in accordance with the rules set out in § 211, subsections 1-3, and § 213, subsections 1-3 and 5, for the purpose of obtaining information about the outsourced activity.

§ 216. The Financial Supervisory Authority may obtain all information, documents, or other data in any form pursuant to §§ 214 and 215 for use in transmission to authorities as mentioned in § 226, items 1-6 and 12, and § 227, items 1-5.

§ 217. Powers pursuant to §§ 214-216 are exercised by Danmarks Nationalbank when it concerns registered payment systems covered by chapter 32, and by the Business Authority in connection with control pursuant to § 213, subsection 8.

§ 218. The Financial Supervisory Authority may require:

suspension of trading on marketplaces with a financial instrument,
deletion of a financial instrument from trading on a marketplace,
temporary or permanent cessation of any practice or behavior that is contrary to this Act and regulations established pursuant thereto, Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or Regulation (EU) No 1011/2016 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or for the purpose of measuring the financial performance of investment funds, and
the imposition of a temporary prohibition on the exercise of business activity that is contrary to this Act and regulations established pursuant thereto, Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or Regulation (EU) No 1011/2016 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or for the purpose of measuring the financial performance of investment funds.

Subsection 2. The Financial Supervisory Authority may decide on a temporary prohibition on a fund brokerage company's membership in or participation on a marketplace, if the fund brokerage company violates the provisions in chapter 24 or the articles mentioned in § 248 regarding violation of Regulation 600/2014/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or if the fund brokerage company has been imposed an administrative penalty pursuant to § 256, subsection 2.

Subsection 3. If the Financial Supervisory Authority establishes, or has reason to suspect, that a regulated market that has Denmark as its host country acts in a manner that harms investors' interests or the proper functioning of the markets, the Financial Supervisory Authority may take all necessary measures to protect investors' interests and the proper functioning of the market, including ordering the regulated market that has Denmark as its host country not to grant access to remote members and remote participants established in Denmark, when the competent authority in the regulated market's home country has not been able to take the necessary measures to stop actions that harm investors' interests or the proper functioning of the markets.

§ 218 a. The Financial Supervisory Authority may, if there is reasonable suspicion of violation of Regulation 2017/1129/EU of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market:

prohibit an offering of securities to the public or an admission to trading on a regulated market, or suspend such an offering or admission for up to 10 consecutive business days,
prohibit or suspend advertising, or require that issuers, providers, persons requesting admission to trading on a regulated market, or relevant financial intermediaries suspend advertising for up to 10 consecutive business days, and
prohibit trading or suspend trading on a regulated market, a multilateral trading facility (MTF), or an organized trading facility (OTC) for up to 10 consecutive business days, or require that the relevant regulated markets, multilateral trading facilities (MTFs), or organized trading facilities (OTCs) do so.

Subsection 2. The Financial Supervisory Authority may refuse to approve a prospectus prepared by a specific issuer, provider, or person requesting admission to trading on a regulated market, for a period of up to 5 years, if the issuer, provider, or person requesting admission to trading on a regulated market has repeatedly committed serious violations of Regulation 2017/1129/EU of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.

§ 219. The Financial Supervisory Authority may furthermore require any natural or legal person to take steps to reduce the extent of their position or exposure in a commodity derivative, and limit the opportunities that a natural or legal person has to enter into a commodity derivative agreement.

§ 220. The Financial Supervisory Authority may order a natural or legal person to change a specific behavior or action if they do not fulfill their obligations under this Act or regulations established pursuant thereto and under the regulations mentioned in § 211, subsection 2, or regulations established pursuant thereto, or under regulations established pursuant to the directives implemented by this Act. Orders may also be given to associations of legal persons.

Subsection 2. Danmarks Nationalbank may, when it concerns a registered payment system covered by chapter 32, order a natural or legal person to change a specific behavior or action if they do not fulfill their obligations under this Act or regulations established pursuant thereto and under the regulations mentioned in § 211, subsection 2, or regulations established pursuant thereto, or under regulations established pursuant to the directives implemented by this Act. Orders may also be given to associations of legal persons.

§ 221. The Financial Supervisory Authority may order an operator of a regulated market or an IT operator of a retail payment system to dismiss a director in the undertaking within a deadline set by the Financial Supervisory Authority, if the director, pursuant to § 68, subsection 1, items 2-5, § 69, § 180 e, subsection 1, items 2-5, or § 180 f, cannot perform the position.

Subsection 2. The Financial Supervisory Authority may order a member of the board of directors of an operator of a regulated market or of an IT operator of a retail payment system to resign from their office within a deadline set by the Financial Supervisory Authority, if the board member, pursuant to § 68, subsection 1, items 2-5, § 69, § 180 e, subsection 1, items 2-5, or § 180 f, cannot perform the office.

Subsection 3. The Financial Supervisory Authority may order a member of the board of directors of an operator of a regulated market, which in 2 consecutive financial years has had a net revenue of 100 million DKK or more, to resign from their office within a deadline set by the Financial Supervisory Authority, if the board member does not meet the requirements in § 70, subsection 1.

Subsection 4. The Financial Supervisory Authority may order an operator of a regulated market or an IT operator of a retail payment system to dismiss a director when criminal charges have been brought against the director in a criminal case regarding violation of the Penal Code, financial legislation, or other relevant legislation, until the criminal case is resolved, if a conviction would imply that the person does not meet the requirements in § 68, subsection 1, item 3, or § 180 e, subsection 1, item 3. The Financial Supervisory Authority sets a deadline for compliance with the order. The Financial Supervisory Authority may, under the same conditions as in the first sentence, order a member of the board of directors of an operator of a regulated market or of an IT operator of a retail payment system to resign from their office. The Financial Supervisory Authority sets a deadline for compliance with the order.

Subsection 5. The duration of orders issued pursuant to subsections 1 and 2 based on § 68, subsection 1, items 2-5, § 69, § 180 e, subsection 1, items 2-5, or § 180 f, or pursuant to subsection 3 based on § 70, subsection 1, must be stated in the order.

1 May 2026. 47 No. 464.

Paragraph 6. Orders issued pursuant to paragraphs 1-4 may be brought before the courts by the Financial Supervisory Authority upon request by the operator of a regulated market, the IT operator of a retail payment system, or the person to whom the order relates. Such request must be submitted to the Financial Supervisory Authority within 4 weeks after the order has been communicated to the relevant party. The Financial Supervisory Authority shall bring the matter before the courts within 4 weeks after receipt of the request. The case shall be instituted in accordance with the forms of civil procedure.

Paragraph 7. The Financial Supervisory Authority may, of its own motion or upon application, revoke an order issued to a board member pursuant to paragraphs 2 and 3 and paragraph 4, sentence 3. If the Financial Supervisory Authority rejects an application for revocation, the applicant may request that the rejection be brought before the courts by the Financial Supervisory Authority. Such request must be submitted to the Financial Supervisory Authority within 4 weeks after the rejection has been communicated to the relevant party. A request for judicial review may, however, only be made if the order is not time-limited and at least 5 years have elapsed from the date of issuance of the order, or at least 2 years have elapsed after the Financial Supervisory Authority's rejection of the revocation has been upheld by judgment.

Paragraph 8. Decisions in cases pursuant to Section 68, paragraph 1, as made pursuant to Section 68, paragraph 2, and decisions in cases pursuant to Section 180e, paragraph 1, as made pursuant to Section 180e, paragraph 2, may be brought before the courts by the undertaking and by the person to whom the decision relates. Such request must be submitted to the Financial Supervisory Authority within 4 weeks after the decision has been communicated to the relevant party. The request does not have suspensive effect on the decision, but the court may by order determine that the person may enter into the office or position for which the person has sought approval during the handling of the case. The Financial Supervisory Authority shall bring the matter before the courts within 4 weeks after receipt of the request. The case shall be instituted in accordance with the forms of civil procedure.

Paragraph 9. If the operator of a regulated market or the IT operator of a retail payment system has not appointed a director within the prescribed deadline, the Financial Supervisory Authority may withdraw the undertaking's permit, cf. Section 60, paragraph 1, no. 5, and Section 180b, paragraph 1, no. 5. The Financial Supervisory Authority may also withdraw the undertaking's permit, cf. Section 60, paragraph 1, no. 5, and Section 180b, paragraph 1, no. 5, if a board member fails to comply with an order issued pursuant to paragraphs 2-4.

Paragraph 10. If an operator of a regulated market or an IT operator of a retail payment system is operated as a legal entity without a board or a management, paragraphs 1-9 apply mutatis mutandis to the person or persons responsible for management.

Section 221a. The Financial Supervisory Authority may order a member of the senior management of a central counterparty (CCP) or any other natural person who is responsible for an infringement of Article 9, paragraphs 1 and 9, Article 13, or Article 70, paragraph 1, of Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties, to refrain from exercising functions in a central counterparty (CCP) for a temporary period.

Delegation

Section 222. The Financial Supervisory Authority may set rules stating that the Authority's powers pursuant to Section 83, paragraph 1, and rules established pursuant to Section 83, paragraph 2, may be exercised on behalf of the Authority by an operator of a regulated market under specified conditions.

Paragraph 2. An operator of a regulated market that has been granted powers pursuant to paragraph 1 may require payment from the members of the regulated market for the performance of tasks arising from these powers.

Paragraph 3. An operator of a regulated market that has been granted powers pursuant to paragraph 1 must comply with Chapters 3-7 of the Administrative Act when making decisions within the delegated areas.

Paragraph 4. Section 224, paragraphs 1 and 2, apply mutatis mutandis to an operator of a regulated market that has been granted powers pursuant to paragraph 1.

Authorization

Section 223. The Financial Supervisory Authority may set detailed rules on raising the threshold for reporting transactions by persons discharging managerial responsibilities pursuant to Article 19, paragraph 9, of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation).

Section 223a. The Financial Supervisory Authority may set detailed rules on lowering the threshold for when DLT-based financial instruments may be admitted to trading in a DLT market infrastructure or registered in a DLT market infrastructure pursuant to Article 3, paragraph 6, of Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot regime for market infrastructures based on distributed ledger technology.

Chapter 38
Confidentiality

Section 224. Employees of the Financial Supervisory Authority are obliged, under penalty pursuant to Sections 152-152e of the Criminal Code, to keep confidential information that they become aware of through supervisory activities secret. The same applies to persons performing service tasks as part of the Financial Supervisory Authority's operations and experts acting on behalf of the Authority. The duty of confidentiality in the first and second sentences also applies after the termination of employment or contractual relationships. The first to third sentences also apply to employees of the Business Authority, insofar as concerns information that they become aware of through the processing of cases concerning undertakings covered by the Accounts Act and through the control pursuant to Section 213, paragraph 5, and to employees of Danmarks Nationalbank, when it concerns registered payment systems covered by Chapter 32.

Paragraph 2. Consent from the person whom the duty of confidentiality is intended to protect does not entitle persons referred to in paragraph 1 to pass on confidential information.

Paragraph 3. Paragraph 1 does not prevent the Financial Supervisory Authority, the Business Authority as part of the processing of cases concerning undertakings covered by the Accounts Act and through the control pursuant to Section 213, paragraph 5, and Danmarks Nationalbank, when it concerns registered payment systems covered by Chapter 32, from passing on confidential information in summarized or aggregated form of its own motion, provided that neither the individual undertaking nor its customers can be identified.

1 May 2026. 48 No. 464.

Paragraph 4. Confidential information may be passed on in a civil case when an operator of a trading venue, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Financial Supervisory Authority, a central counterparty (CCP), a central securities depository (CSD), a registered payment system, an IT operator of a retail payment system or others covered by this Act, is declared bankrupt or enters into liquidation and the information does not concern customer relationships or third parties who are or have been involved in attempts to save the relevant persons or others covered by this Act.

Paragraph 5. Paragraph 1 does not further prevent confidential information from being passed on to an operator of a regulated market that has been authorized pursuant to Section 59, and an operator of a multilateral trading facility (MTF) or an organized trading facility (OTF) that has been authorized pursuant to Section 86, when this is done to counter or investigate whether insider information has been abused or market manipulation has been exercised in violation of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), or when it is otherwise done to counter or investigate whether trading and price formation on the trading venue takes place in a fair and transparent manner. Paragraph 1 does not further prevent confidential information from being passed on to a fund management company or a central securities depository (CSD), when this is done to investigate whether insider information has been abused or market manipulation has been exercised in violation of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation).

Exceptions to the duty of confidentiality

Section 225. Section 224, paragraph 1, does not prevent confidential information from being passed on to:

The Systemic Risk Council.
Public authorities in connection with the investigation and prosecution of possible criminal offenses covered by the Criminal Code or supervisory legislation.
The relevant minister as part of their overall supervision.
Administrative authorities and courts that handle complaints against decisions made by the Financial Supervisory Authority or by the Business Authority as part of the Authority's processing of cases concerning undertakings covered by the Accounts Act and through the control pursuant to Section 213, paragraph 5.
The Parliamentary Ombudsman.
A parliamentary commission established by the Folketing, cf. however Section 228, paragraph 2.
Inquiry commissions established by law or pursuant to the Act on Inquiry Commissions, cf. however Section 228, paragraph 2.
The Folketing's standing committee on general economic affairs in an operator of a trading venue, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Financial Supervisory Authority, a central counterparty (CCP), a central securities depository (CSD), a registered payment system and an IT operator of a retail payment system insofar as it concerns crisis management of the undertakings, when a decision is made on whether the state should provide a guarantee or make funds available. The same applies in connection with parliamentary control in cases covered by the first sentence.
The Auditor General and the National Audit Office.
Stakeholders, including authorities, involved in attempts to save a distressed operator of a trading venue, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Financial Supervisory Authority, a central counterparty (CCP), a central securities depository (CSD), a registered payment system or an IT operator of a retail payment system, when the Financial Supervisory Authority has received a mandate from the Minister for Business, on condition that the recipients of the information have a need for it.
The Bankruptcy Court and other authorities participating in liquidation, bankruptcy proceedings or similar procedures, and trustees, cf. however Section 228, paragraph 2.
Persons responsible for the statutory audit of the accounts of an operator of a trading venue, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Financial Supervisory Authority, a central counterparty (CCP), a central securities depository (CSD), a registered payment system and an IT operator of a retail payment system or for others covered by this Act, on condition that the recipients of the information have a need for it to perform their tasks, cf. however Section 228, paragraph 2.
Institutions managing deposit, investor or insurance guarantee schemes, provided that the information is necessary for them to perform their work.
The Business Authority and the Auditors' Board.
Experts who assist the Financial Supervisory Authority, the Business Authority, the Auditors' Board and institutions managing deposit, investor or insurance guarantee schemes in performing their supervisory tasks, on condition that the recipients have a need for the information to perform their tasks, cf. however Section 228, paragraph 2.
An institution responsible for clearing financial instruments or money, if it is necessary to ensure that the institution responds appropriately to default or potential default on the market where the institution is responsible for clearing.
The Centre for Cyber Security, provided that the information is necessary for the Centre to fulfill its statutory tasks as a national central contact point or as a CSIRT.

Paragraph 2. The right to pass on confidential information, cf. paragraph 1, no. 8, is limited to documents in cases established at the Financial Supervisory Authority after 16 September 1995.

1 May 2026. 49 No. 464.

Section 226. Section 224, paragraph 1, does not further prevent confidential information from being passed on to:

Danmarks Nationalbank, central banks in countries within the European Union or countries with which the Union has concluded an agreement in the financial field, the European System of Central Banks and the European Central Bank in their capacity as monetary authorities, and public authorities that supervise payment systems in Denmark and other countries within the European Union or countries with which the Union has concluded an agreement in the financial field, on condition that the recipients of the information have a need for it to perform their tasks.
Financial supervisory authorities in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, which are responsible for the supervision of credit institutions, financing institutions, insurance companies, investment companies, management companies, benchmark administrators, providers of data for the determination of benchmarks or with the financial markets, on condition that the recipients of the information have a need for it to perform their tasks.
Authorities and bodies responsible for maintaining financial stability through macro-prudential regulation, and authorities or bodies whose purpose is to ensure financial stability, on condition that the recipients of the information have a need for it to perform their tasks.
Institutions in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, which manage deposit, investor or insurance guarantee schemes, on condition that the recipients of the information have a need for it to perform their tasks.
Bodies in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, which participate in liquidation, bankruptcy proceedings or similar procedures, on condition that the recipients of the information have a need for it to perform their tasks.
Authorities that supervise persons in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, who are responsible for the statutory audit of the accounts of an operator of a trading venue, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Financial Supervisory Authority, a central counterparty (CCP), a central securities depository (CSD), a registered payment system and an IT operator of a retail payment system, on condition that the recipients of the information have a need for it to perform their tasks.
Bodies in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, which supervise bodies as referred to in no. 5, and persons as referred to in no. 6, cf. however Section 228, paragraph 2.
Experts who assist authorities in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, which supervise bodies as referred to in no. 5, and persons as referred to in no. 6, on condition that the recipients of the information have a need for it to perform their tasks, cf. however Section 228, paragraph 2.
Bodies in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, which are responsible for detecting infringements of company law, on condition that the recipients of the information have a need for it to perform their tasks, and that the disclosure is made with a view to strengthening the stability and integrity of the financial system, cf. however Section 228, paragraph 2.
Bodies in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, which are responsible for controlling compliance with the rules for financial information from issuers of transferable securities admitted to trading on a regulated market.
Ministers responsible for financial legislation in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, in connection with crisis management of an operator of a trading venue, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which is exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Financial Supervisory Authority, a central counterparty (CCP), a central securities depository (CSD), a registered payment system and an IT operator of a retail payment system, if the undertaking has significant importance for the financial stability of the country in question.
The European Securities and Markets Authority (ESMA), the European Systemic Risk Board and bodies established by the European Securities and Markets Authority (ESMA), on condition that the recipients of the information have a need for it to perform their tasks.
The Auction Monitor for use in performing its functions pursuant to Commission Regulation (EU) No 1031/2010 of 12 November 2010 on the timing and administrative aspects of auctions of greenhouse gas emission allowances and other aspects relating to such auctions pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading in the Community.
The European Commission and authorities performing tasks pursuant to Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories, on condition that the information is necessary for these authorities to perform their tasks pursuant to the regulation.

1 May 2026. 50 No. 464.

Authorities carrying out tasks under Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories, provided that the information is necessary for these authorities to carry out their tasks under the Regulation.
Committees of Inquiry established by the European Parliament under Article 226 of the Treaty on the Functioning of the European Union.
Authorities carrying out tasks under Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector, provided that the information is necessary for these authorities to carry out their tasks under the Regulation.

§ 227. Section 224, subsection 1, does not prevent confidential information from being disclosed to:

Financial supervisory authorities in countries outside the European Union, with which the Union has not concluded an agreement in the financial area, which are responsible for the supervision of credit institutions, financing institutions, insurance undertakings, administrators of benchmarks and providers of data for the determination of benchmarks or the financial markets, subject to Section 228.
Authorities and bodies in countries outside the European Union, with which the Union has not concluded an agreement in the financial area, which are responsible for maintaining financial stability through macro-prudential regulation, or which have the objective of ensuring financial stability, subject to Section 228.
Institutions in countries outside the European Union, with which the Union has not concluded an agreement in the financial area, which manage deposit, investor or insurance guarantee schemes, subject to Section 228.
Bodies in countries outside the European Union, with which the Union has not concluded an agreement in the financial area, which participate in liquidation, insolvency proceedings or similar procedures, subject to Section 228.
Authorities supervising persons in countries outside the European Union, with which the Union has not concluded an agreement in the financial area, which are responsible for the statutory audit of the accounts of an operator of a trading venue, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which are exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Financial Supervisory Authority, a central counterparty (CCP), a central securities depository (CSD), a registered payment system and an IT operator of a retail payment system or for others covered by this Act, subject to Section 228.
Bodies in countries outside the European Union, with which the Union has not concluded an agreement in the financial area, which supervise bodies as mentioned in item 4, and persons as mentioned in item 5, subject to Section 228.
Experts who assist authorities in countries outside the European Union or in countries with which the Union has not concluded an agreement in the financial area, which supervise bodies as mentioned in item 4, and persons as mentioned in item 5, subject to Section 228.
Bodies in countries outside the European Union or in countries with which the Union has not concluded an agreement in the financial area, which are responsible for detecting breaches of company law, provided that the disclosure is made with a view to strengthening the stability and integrity of the financial system, subject to Section 228.

§ 228. Disclosure of confidential information under Section 227, items 1-4, may only take place on the basis of an international cooperation agreement, and provided that the recipients are at least subject to a statutory duty of confidentiality corresponding to the duty of confidentiality under Section 224, subsection 1, and need the information for the performance of their tasks.
Subsection 2. Disclosure under Section 225, items 6, 7, 11, 13 and 15, Section 226, items 7-9, and Section 227 of confidential information originating from countries within the European Union or countries with which the Union has concluded an agreement in the financial area, may further only take place if the authorities or bodies that provided the information have given their explicit consent, and may only be used for the purpose for which the consent was given. In the case of disclosure of information under Section 225, item 15, Section 226, item 5, and Section 227, item 7, the Financial Supervisory Authority shall inform the authorities or bodies that disclosed the information of the experts to whom the information will be forwarded, specifying the powers of the experts.

§ 229. Any person who, in accordance with Section 224, subsections 4 and 5, and Sections 225-227, receives confidential information from the Financial Supervisory Authority, the Danish Business Authority in the processing of cases concerning companies covered by the Annual Accounts Act, and in the control under Section 213, subsection 5, or Danmarks Nationalbank, when it concerns registered payment systems covered by Chapter 32, is subject to a duty of confidentiality under Section 224, subsection 1, with regard to this information. Subsection 2. Confidential information received by the Financial Supervisory Authority, the Danish Business Authority as part of the Authority's task performance under Section 213, and Danmarks Nationalbank, when it concerns registered payment systems covered by Chapter 32, may only be used in connection with the performance of their tasks to impose sanctions, or if the supervisory decision is appealed to a higher administrative authority or brought before the courts.

§ 230. Employees of the Financial Supervisory Authority must not disclose information about a person when the person has reported a company or a natural person to the Financial Supervisory Authority for a breach or potential breach of rules, which the Financial Supervisory Authority ensures compliance with under the rules set out in Section 211, subsections 1-3, and Section 213, subsections 1-3 and 5, subject to subsection 2. Subsection 2. Information as mentioned in subsection 1 may be disclosed under Sections 225-227. 1 May 2026. 51 No. 464.

Subsection 3. Any person who, in accordance with subsection 2, receives information as mentioned in subsection 1, is subject to a duty of confidentiality under Section 224, subsection 1, with regard to this information.

Chapter 39
Parties and Appeals

§ 231. Any person against whom a decision is directed is considered a party in a case in which a decision has been or will be made by the Financial Supervisory Authority under the rules mentioned in Section 211, subsections 1-3, and Section 213, subsections 1-3 and 5, insofar as the part of the case concerns the person in question.
Subsection 2. The following natural and legal persons are also considered parties in a case in which a decision has been or will be made by the Financial Supervisory Authority under rules which the Financial Supervisory Authority ensures compliance with under Section 211, subsections 1-3, and Section 213, subsections 1-3 and 5, insofar as the part of the decision concerns the person in question:

A member of the executive board in cases where the Financial Supervisory Authority makes a decision under Sections 68, 69 or Article 27, subsection 1 or 2, of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories or Article 27, subsection 1, 2 or 4, of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories.
A company in cases where the Financial Supervisory Authority makes a decision directed against a member of the board of directors of the company under Sections 68-70 or Article 27, subsection 1 or 2, of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories or Article 27, subsection 1, 2 or 4, of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories.
The central counterparty (CCP), when the Financial Supervisory Authority has made a decision under Section 221 a.
A member of the board of directors or executive board or a capital owner in a central counterparty (CCP) or a legal or natural person whom the Financial Supervisory Authority finds has closer connections to the central counterparty (CCP), when the Financial Supervisory Authority makes a decision under Article 22, subsection 1, point (a), of Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties.
Subsection 3. In cases where the Danish Business Authority steps in place of the Financial Supervisory Authority as part of control under Section 213, subsection 1 applies correspondingly to a decision that has been or will be made by the Danish Business Authority. As a party to decisions under Section 213, any person whom the Financial Supervisory Authority or the Danish Business Authority considers a party to the case is also considered a party.

§ 232. Decisions made by the Financial Supervisory Authority in accordance with the rules mentioned in Section 211 and Section 213, subsections 1-3 and 5, may be brought before the Business Appeals Board, no later than 4 weeks after the decision has been communicated to the person in question, subject to subsection 2.
Subsection 2. Subsection 1 does not cover decisions under Sections 214-217, Section 221, subsection 6, or Section 233, subsection 1, or Articles 14 and 15, cf. Article 17, of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories.
Subsection 3. Subsections 1 and 2 also apply to decisions made by the Danish Business Authority on behalf of the Financial Supervisory Authority, cf. Section 213, and decisions made by Danmarks Nationalbank under Section 180.
Subsection 4. Subsections 1-3 also apply to decisions made by companies exercising powers on behalf of the Financial Supervisory Authority under Section 222.

§ 233. Decisions made by an operator of a trading venue, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which are exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Financial Supervisory Authority, a central counterparty (CCP), a central securities depository (CSD) or a depositary institution in accordance with the rules mentioned in Section 211, subsections 1-3, may be brought before the Financial Supervisory Authority by the person against whom the decision is directed, no later than 4 weeks after the decision has been communicated to the person in question. The Financial Supervisory Authority may grant the appeal suspensive effect. The first sentence does not apply to decisions made by an operator of a trading venue under Section 117, subsection 1. Subsection 2. Decisions of the Business Appeals Board and decisions made by the Financial Supervisory Authority under subsection 1 may be brought before the courts by the person against whom the decision is directed, no later than 8 weeks after the decision has been communicated to the person in question.

Chapter 40
Publication

§ 234. The Financial Supervisory Authority shall publish the following on the Financial Supervisory Authority's website, indicating the name of the company or natural person, subject to Sections 237-239:

Reactions given in accordance with Section 211, subsection 4, of this Act, cf. Section 345, subsection 12, item 4, of the Financial Business Act, or by the Financial Supervisory Authority under delegation from the Financial Supervisory Authority's board.
Censures, orders, adopted administrative penalty proposals and fines that are not covered by item 1.
Decisions to hand over cases concerning companies to police investigation.
Judgments or imposition of fines in cases that have previously been handed over to police investigation, where a verdict of guilty, in whole or in part, has been given or a fine has been imposed.
Subsection 2. The Financial Supervisory Authority may publish reactions etc. not covered by subsection 1, items 1 or 2, as well as prior indications, indicating the name of the company or natural person, if it is deemed to be in the public interest or contributes to informing about the Financial Supervisory Authority's practice.
Subsection 3. The Financial Supervisory Authority may decide that publication under subsection 1, items 2-4, and subsection 2 shall be in the form of a summary.
Subsection 4. Publication under subsections 1-3 concerning a company must not contain confidential information about customer relationships or information covered by Section 30 of the Public Access to Information Act. The publication must not contain confidential information originating from financial supervisory authorities in other countries, unless those authorities that provided the information have given their explicit consent. Subsection 5. The Financial Supervisory Authority may publish a description of the Financial Supervisory Authority's practice under Section 68, subsection 1, item 1, and Section 180 e, subsection 1, item 1, to the extent that there are cases relevant to increasing transparency about the Financial Supervisory Authority's practice in fitness assessments.

§ 235. If a reaction etc. published in accordance with Section 234, subsection 1, item 1 or 2, or Section 234, subsection 2, is brought before the Business Appeals Board, information about this must be published by the Financial Supervisory Authority on the Financial Supervisory Authority's website. The status and the subsequent result of the Business Appeals Board's ruling must also be published by the Financial Supervisory Authority on the Financial Supervisory Authority's website.

§ 236. If a judgment published in accordance with Section 234, subsection 1, item 4, is appealed, information about this must be published by the Financial Supervisory Authority.
Subsection 2. In cases where the Financial Supervisory Authority has published a decision to hand over a case to police investigation under Section 234, subsection 1, item 3, and a decision is made to drop the prosecution or not to prosecute, or an acquittal is given, the Financial Supervisory Authority must, upon request from the company or person to whom the case concerns, publish information about this. The company or person must submit a copy of the decision to drop the prosecution or not to prosecute or a copy of the judgment to the Financial Supervisory Authority at the same time as the request for publication. If the decision to drop the prosecution, not to prosecute or the judgment is not final, this must be stated in the publication. If the Financial Supervisory Authority receives documentation that the case has been concluded by a final decision to drop the prosecution or not to prosecute or a final acquittal, the Financial Supervisory Authority must remove all information about the decision to hand over the case to police investigation and any subsequent judgments in the case from the Financial Supervisory Authority's website.

§ 236 a. (Repealed)

Limitations on the Financial Supervisory Authority's publication

§ 237. Publication under Section 234 concerning cases related to Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories and rules established pursuant thereto cannot take place if publication would pose a serious threat to financial markets or would cause disproportionate damage to the parties involved.

§ 238. Publication under Section 234 concerning Chapters 5 and 7 must be postponed or carried out in anonymized form if:

the publication would cause disproportionate damage to the company or the natural person,
investigative considerations speak against publication,
publication would threaten financial stability, or
societal considerations regarding the publication of a person's name must be assessed as not being proportional to the considerations regarding the person.

§ 239. Publication under Section 234, which is not covered by the limitations on publication in Sections 237 and 238, cannot take place if:

the publication would cause disproportionate damage to the company or the person,
publication of the identity of the company or personal data about the natural persons is not proportional to the considerations behind the publication,
the publication poses a threat to the stability of the financial markets, or
investigative considerations speak against publication.
Subsection 2. If publication cannot take place under subsection 1, the Financial Supervisory Authority must:
publish anonymously, if anonymous publication ensures effective protection of the personal data of the persons concerned,
postpone publication until the reason for not publishing has ceased, or
refrain from publishing, if the options in items 1 and 2 are assessed as insufficient to ensure that the stability of the financial markets is not jeopardized or to ensure the proportionality of the publication.
Subsection 3. If publication is postponed in accordance with subsection 1, item 1, or Section 238, subsequent publication under Section 234 must take place when there are no longer considerations necessitating the postponement, if this occurs within 2 years from the date of the reaction, decision, judgment or imposition of fine.
Subsection 4. There shall be no publication of reactions under Section 234 concerning the requirements in Sections 68 and 69 and Sections 180 e and 180 f, unless it concerns reactions under Section 221 regarding a breach of the requirements.

Time and duration of the Financial Supervisory Authority's publication

§ 240. The Financial Supervisory Authority's publication under this chapter must take place within a reasonable time after the company or natural person has been notified of the reaction or decision and of the Financial Supervisory Authority's intention to publish it. If the Financial Supervisory Authority cannot notify the person in question, publication may still take place.
Subsection 2. The published information must remain on the Financial Supervisory Authority's website for at least 5 years from the publication. Publication concerning natural persons must, however, only remain on the Financial Supervisory Authority's website as long as the information is considered necessary in relation to the societal considerations behind the publication.

Companies' publication

§ 241. If a reaction etc. directed against a supervised company is published in accordance with Section 234, subsection 1, item 1 or 2, or Section 234, subsection 2, or if a judgment or imposition of fine directed against or imposed on a supervised company is published in accordance with Section 234, subsection 1, item 4, the company must publish the relevant reaction etc., judgment or imposition of fine on its website in a place where it naturally belongs. The first sentence only applies when the reaction etc., judgment or imposition of fine concerns a breach of one or more provisions relating to the exercise of the licensed business. Subsection 2. The company must publish a reaction etc. as mentioned in subsection 1 no later than 3 business days after the company has received the reaction etc., or no later than at the time of publication required by this Act or other regulation. Subsection 3. The company must publish a judgment or imposition of fine as mentioned in subsection 1 no later than 10 business days after the judgment has been given or the fine imposed. Subsection 4. Simultaneously with the company's publication under subsections 1-3, the company must insert a link that provides direct access to the reaction etc., judgment or imposition of fine on the front page of the company's website in a visible manner. It must be clearly apparent from the link and any associated text that it concerns a reaction from the Financial Supervisory Authority, a judgment or imposition of fine. Removal of the link and information from the front page of the company's website must take place according to the same principles as the company uses for other communications, but no earlier than when the link and information have been on the website for 3 months, and not before the next general meeting or representative meeting. Subsection 5. If the company comments on the reaction etc., judgment or imposition of fine published under subsections 1-3, it must do so in continuation of this, and the comments must be clearly separated from the reaction etc., judgment or imposition of fine. Subsection 6. The company must notify the Financial Supervisory Authority of the publication of a judgment or imposition of fine, cf. subsection 1, as soon as possible after the publication has taken place, and send a copy of the judgment or imposition of fine to the Financial Supervisory Authority.

§ 242. If an operator of a trading venue, an approved publication arrangement (APA) or an approved reporting mechanism (ARM), which are exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Financial Supervisory Authority, a central counterparty (CCP), a central securities depository (CSD), an IT operator of a retail payment system or administrators of benchmarks and providers of data for the determination of benchmarks discloses information about the company, and the information has come to the public's knowledge, the Financial Supervisory Authority may order the company to publish corrective information within a deadline set by the Financial Supervisory Authority, if the information is, in the Financial Supervisory Authority's assessment, misleading and the Financial Supervisory Authority assesses that the information may have detrimental effects on the company's customers, other creditors, the financial markets on which financial instruments issued by the company are traded, the proper functioning of the market or financial stability in general.

Authorization

§ 243. The Minister for Industry, Business and Financial Affairs may establish detailed rules for supervised companies covered by this Act regarding the companies' obligation to publish information about the Financial Supervisory Authority's assessment of the company and about the Financial Supervisory Authority's possibility to publish the information before the company.

Section XII
Digital Communication and Fees

Chapter 41
Digital Communication

§ 244. The Minister for Industry, Business and Financial Affairs may establish rules stating that written communication to and from the Financial Supervisory Authority, the Minister for Industry, Business and Financial Affairs and the Danish Business Authority regarding matters covered by this Act or rules established pursuant thereto must be conducted digitally.
Subsection 2. The Minister for Industry, Business and Financial Affairs may establish detailed rules on digital communication, including the use of specific IT systems, special digital formats and digital signatures etc.

§ 244 a. A digital message is considered to have been received when it is available to the addressee of the message.

§ 245. If it is required by this Act or rules established pursuant thereto that a document issued by others than the Financial Supervisory Authority, the Minister for Industry, Business and Financial Affairs or the Danish Business Authority must be signed, this requirement may be fulfilled by using a technique that ensures unique identification of the person who issued the document, subject to subsection 2. Such documents are equated with documents with a personal signature. Subsection 2. The Minister for Industry, Business and Financial Affairs may establish detailed rules on derogation from the signature requirement. It may be specified hereunder that the requirement for a personal signature cannot be derogated from for certain types of documents.

Fees

§ 246. The following natural and legal persons must pay fees to the Financial Supervisory Authority:

Operators of trading venues.
Systematic internalizers.
Central securities depositories (CSDs).
Approved publication arrangements (APAs) and approved reporting mechanisms (ARMs), which have been granted authorization in accordance with Regulation (EU) No 600/2014 of 15 May 2014 on markets in financial instruments and have an exemption in accordance with Article 2, subsection 3, of the Regulation.
Central counterparties (CCPs).
Credit institutions, mortgage credit institutions, fund brokerage companies, investment management companies for insurance companies, financial holding companies and insurance holding companies, if their transferable securities are admitted to trading on a regulated market.
1 May 2026. 54 No. 464.
Physical or legal persons who request the Danish Financial Supervisory Authority's approval of a prospectus in accordance with Chapter 3.
Issuers.
Securities firms.
IT operators of a retail payment system.

Subsection 2. The fee is determined in accordance with Chapter 22 of the Financial Business Act.

Section XIII
Criminal Provisions

Chapter 42
Offences punishable under this Act

§ 247. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of § 9, subsection 1, § 23, subsection 1, § 24, § 25, first sentence, § 26, subsections 1, 3 and 4, § 27, subsections 1 and 3, § 29, subsections 1 and 3, §§ 30-33, § 34, subsections 1 and 2, § 35, subsections 1 and 2, § 38, subsection 1, § 39, subsection 1, §§ 40, 45 and 47, § 50, subsection 2, § 51, subsection 1, § 53, § 54, § 56, subsections 1 and 3, § 58, subsections 1 and 4, § 59, subsection 1, § 61, subsection 3, § 63, § 64, subsections 1 and 3, § 65, subsections 1-6, § 65a, subsection 1, nos. 1 and 2, § 66, subsections 1 and 2, § 67, § 68, subsections 5 and 6, cf. subsection 1, nos. 3 and 4, §§ 71, 73, 75 and 76, § 77, subsection 2, § 78, subsections 1-3, §§ 79-82, § 86, subsection 1, § 88, § 89, subsections 1 and 2, §§ 90-93, 95 and 98-101, § 102, subsection 1, § 103, subsection 1, §§ 104, 106 and 107, § 108, subsections 1-3, § 109, § 110, subsection 1, § 111, subsection 1, § 114, § 115, subsections 1-4, § 116, § 117, subsections 2-4, §§ 118-120, § 121, subsection 1, §§ 122-124, § 129, subsection 1, § 130, subsection 1, first sentence, and subsection 3, § 131, § 132, subsections 1 and 5, §§ 133-135, § 136, subsections 1, 4 and 5, § 137, subsection 1, § 139, subsections 1, 3-5 and 7, §§ 140, § 180a, subsection 1, § 180e, subsections 5 and 6, cf. subsection 1, nos. 3 and 4, and 241.

Subsection 2. Unless a higher penalty is incurred under other legislation, a fine shall be imposed on anyone who fails to notify or correct information, documents or other data in accordance with § 214, subsections 1-3, 5 or 6, or § 217, cf. § 214, subsections 1-3, 5 or 6.

Offences punishable under regulations

§ 248. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Article 3, subsections 1 and 3, Article 4, subsection 3, points a-c, Articles 5 and 6, Article 7, subsection 1, third paragraph, first sentence, Article 8, subsection 1, Article 8a, subsections 1 and 2, Articles 8b and 10, Article 11, subsection 1, second paragraph, first sentence, subsection 1a, second paragraph, subsection 1b and subsection 3, fourth paragraph, Article 11a, subsection 1, second paragraph, first sentence, and fourth paragraph, Article 12, subsection 1, Article 13, subsections 1 and 2, Article 14, subsections 1-3, Article 15, subsection 1, first paragraph and second paragraph, first and third sentences, and fourth paragraph, subsection 2 and subsection 4, second sentence, Article 17, subsection 1, second sentence, Article 20, subsections 1, 1a and 2, first sentence, Article 21, subsections 1-3, Article 22, subsection 2, Article 22a, subsections 1 and 5-8, Article 22b, subsection 1, Article 22c, subsection 1, Article 23, subsections 1 and 2, Article 25, subsections 1 and 2, Article 26, subsection 1, first paragraph, subsections 2-5, subsection 6, first paragraph, and subsection 7, first-fourth and eighth paragraphs, Article 27, subsection 1, Article 28, subsection 1, Article 29, subsections 1 and 2, Article 30, subsection 1, Article 31, subsection 3, Article 35, subsections 1-3, Article 36, subsections 1-3, Article 37, subsections 1 and 3, and Article 39a of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Article 27b, subsections 1 and 2, Article 27f, subsections 1-3, Article 27g, subsections 1-5, and Article 27i, subsections 1-4, when an approved publication arrangement (APA) or an approved reporting mechanism (ARM) has an exemption in accordance with Article 2, subsection 3, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

§ 249. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Article 16, subsections 1 and 2, Article 17, subsections 1, 2, 4, 5, 7 and 8, Article 18, subsections 1-6, Article 19, subsections 1-3, 5, 7 and 11, and Article 20, subsection 1, of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation).

Subsection 2. A breach of Article 14 and Article 15 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation) shall be punishable by a fine or imprisonment for a term of up to 1 year and 6 months.

§ 250. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Article 42 of Commission Regulation (EU) No 1031/2010 on the timing and administration of auctions of greenhouse gas emission allowances and other aspects related to such auctions pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community.

Subsection 2. A breach of Article 38, subsection 1, Article 39, Article 40, cf. Article 38, subsection 1, and Article 39 and Article 41 of Commission Regulation (EU) No 1031/2010 on the timing and administration of auctions of greenhouse gas emission allowances and other aspects related to such auctions pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community shall be punishable by a fine or imprisonment for a term of up to 1 year and 6 months.

§ 251. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Article 4, subsections 1 and 3a, Article 7, subsection 1, first sentence, Article 8, subsection 1, Article 9, subsections 1, 1a and 1e, Article 10, subsections 1 and 2, and Article 11, subsections 1-4, of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories.

§ 251a. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Article 9, subsections 1 and 9, Article 13 and Article 70, subsection 1, of Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties.

§ 251b. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Article 65, subsection 4, Article 66, subsections 1-5, Article 68, subsections 4-9, Article 69, Article 71, subsections 1-4, Article 72, subsections 2-4, Article 73, subsection 1, May 1, 2026. 55 No. 464.

2 and 3, Article 74, Article 75, subsections 3-6 and 9, Article 76, subsections 3, 4 and 9-15, Article 88, subsections 1-3, and Article 92, subsection 1, of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets.

Subsection 2. Unless a higher penalty is incurred under other legislation, a fine or imprisonment for a term of up to 4 months shall be imposed for a breach of Article 59, subsection 1, Article 60, subsections 2 and 6, Article 70, subsections 1-4, Article 72, subsection 1, Article 75, subsections 1, 2 and 7, and Article 76, subsections 1, 2 and 5-8, of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets.

Subsection 3. Unless a higher penalty is incurred under other legislation, a fine or imprisonment for a term of up to 1 year and 6 months shall be imposed for breaches of Article 89, subsections 1 and 3, Article 90, subsection 1, and Article 91, subsection 1, of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets.

§ 251c. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Article 5, subsections 1-3, Article 6, subsections 1-8, Article 7, subsection 1, Article 8, subsections 1-7, Article 9, subsections 1-3, Article 10, subsections 1-4, Article 11, subsections 1-10, Article 12, subsections 1-7, Article 13, subsections 1-7, Article 14, subsections 1-3, Article 16, subsections 1 and 2, Article 17, subsections 1-3, Article 18, subsections 1 and 2, Article 19, subsections 1, 3 and 4, Article 24, subsections 1-6, Article 25, subsections 1-3, Article 28, subsections 1-4, 7 and 8, Article 29, subsections 1 and 2, and Article 30, subsections 1-3, of Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector.

§ 252. Unless a higher penalty is incurred under other legislation, the following breaches of Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps shall be punishable by a fine:

Article 5, subsection 1, Article 6, subsection 1, Article 7, subsection 1, Article 8, Article 9, subsections 1-3, Article 12, subsection 1, Article 13, subsection 1, Article 14, subsection 1, Article 15, subsections 1 and 2, and Article 17, subsections 9-11.
The requirement to notify any significant change in the remuneration for lending a specific financial instrument or a class of financial instruments established by the Danish Financial Supervisory Authority pursuant to Article 19, subsection 2.
Prohibitions or conditions established by the Danish Financial Supervisory Authority pursuant to Article 20, subsection 2.
Restrictions on credit default swap transactions in government bonds under extraordinary circumstances established by the Danish Financial Supervisory Authority pursuant to Article 21.

§ 253. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Article 16, Article 22a, Article 25, subsection 1, Articles 26 and 27, Article 27a, subsections 1 and 2, Articles 28-30, 32-35, 37-41 and 43-54 and Article 59, subsections 3 and 4, of the European Parliament and of the Council Regulation on improving securities settlement in the European Union and on central securities depositories.

§ 253a. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Articles 4-16, 19a-19c, 21, 23-29 and 34 of Council and Parliament Regulation (EU) No 1011/2016 of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or with a view to measuring the financial performance of investment funds.

§ 253b. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Article 4, subsections 1 and 4-6, and Article 15, subsections 1 and 2, of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse. Furthermore, a fine shall be imposed for a breach of regulations issued pursuant to Article 4, subsections 9 and 10, of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse, unless a higher penalty is incurred under other legislation.

Subsection 2. Unless a higher penalty is incurred under other legislation, a fine or imprisonment for a term of up to 4 months shall be imposed for a breach of Article 13, subsections 1 and 2, and Article 14, subsections 1 and 2, of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse. Furthermore, a fine or imprisonment for a term of up to 4 months shall be imposed for a breach of regulations issued pursuant to Article 13, subsection 3, and Article 14, subsection 3, of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse, unless a higher penalty is incurred under other legislation.

§ 253c. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Articles 3, 5 and 6, Article 7, subsections 1-11 and 12a, Articles 8-10, Article 11, subsections 1 and 3, Article 14a, subsection 1, Article 15a, subsection 1, Article 16, subsections 1-3, Articles 17 and 18, Article 19, subsections 1-3, Article 20, subsection 1, Article 21, subsections 1-4 and 7-11, Article 21a, Article 22, subsections 2-5, Article 23, subsections 1-3, 4a and 5, and Article 27 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.

§ 253d. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Article 4, subsection 5, of Council Regulation (EU) 2022/2578 of 22 December 2022 on the introduction of a market correction mechanism to protect Union citizens and the economy against disproportionately high prices.

§ 253e. Unless a higher penalty is incurred under other legislation, a fine shall be imposed for a breach of Section II, Chapter 2, or Articles 18, 19 or 21 or failure to cooperate in connection with an investigation or inspection or failure to comply with a requirement in accordance with Article 45, subsection 1, of the European Parliament and of the Council Regulation on European green bonds and optional disclosures for bonds marketed as environmentally sustainable, and on sustainability-related bonds.

May 1, 2026. 56 No. 464.

Penalty for failure to comply with directives and provision of incorrect or misleading information

§ 254. If an operator of a trading venue, a central counterparty (CCP), a central securities depository (CSD), an approved publication arrangement (APA) or an approved reporting mechanism (ARM) exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Danish Financial Supervisory Authority, a securities firm, a registered payment system, an IT operator of a retail payment system, a depositary institution, an administrator or provider of benchmarks, an issuer, an offeror, a person applying for admission of securities to trading on a regulated market, an investor, an offeror, a participant in the emission quota market, a position holder, a representative, a shareholder, a physical or legal person who prepares or disseminates investment recommendations or other information recommending or suggesting an investment strategy, fails to comply with a directive from the Danish Financial Supervisory Authority issued pursuant to § 220 or provides incorrect or misleading information to the Danish Financial Supervisory Authority, they shall be punishable by a fine, unless a higher penalty is incurred under other legislation. The first sentence applies correspondingly to directives to a registered payment system issued by Danmarks Nationalbank, cf. § 180.

Subsection 2. A director, board member or auditor of an operator of a regulated market or an IT operator of a retail payment system who fails to comply with a directive issued pursuant to § 221, subsections 2 and 3 and subsection 4, third sentence, shall be punishable by a fine.

Subsection 3. If a person associated with an operator of a trading venue, a central counterparty (CCP), a central securities depository (CSD), an approved publication arrangement (APA) or an approved reporting mechanism (ARM) exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Danish Financial Supervisory Authority, a securities firm, a registered payment system, an IT operator of a retail payment system, a depositary institution, an administrator or provider of benchmarks, an issuer, an offeror, a person applying for admission of securities to trading on a regulated market, an investor, an offeror, a participant in the emission quota market, a position holder, a representative, a shareholder or a physical or legal person who prepares or disseminates investment recommendations or other information recommending or suggesting an investment strategy, provides incorrect or misleading information to the Danish Financial Supervisory Authority, the Danish Business Authority, Danmarks Nationalbank or another public authority, the person concerned shall be punishable by a fine or imprisonment for a term of up to 4 months, unless a higher penalty is incurred under other legislation.

General provisions on penalties

§ 255. Rules established pursuant to this Act may provide for penalties in the form of a fine.

Subsection 2. The Minister for Business Affairs may establish rules on penalties in the form of a fine for breaches of provisions established pursuant to regulations as mentioned in § 211, subsection 2, and § 213, subsection 3, and for breaches of regulations established pursuant to directives as mentioned in § 211, subsection 3.

Subsection 3. Legal persons may be held criminally liable under the rules in Chapter 5 of the Criminal Code.

Subsection 4. The statute of limitations for criminal liability for breaches of the provisions of this Act, provisions in regulations or rules issued pursuant to regulations where this Act contains provisions on criminal liability, or rules issued pursuant to the Act is 5 years, unless a longer statute of limitations follows from other legislation.

Subsection 5. When determining fines under this chapter, regard shall be had to the seriousness of the breach and the economic circumstances of the offender. For breaches committed by legal persons, regard shall be had to the company's net annual turnover at the time of the offense. For breaches committed by physical persons, regard shall be had to the person's income circumstances at the time of the offense.

Subsection 6. If an economic advantage has been obtained through a breach, it shall be confiscated in accordance with the rules in Chapter 9 of the Criminal Code. If confiscation is not possible, special regard shall be had to this when determining a fine.

Coercive fines

§ 256. If a director, board member or auditor of an operator of a trading venue, a central counterparty (CCP), a central securities depository (CSD), an approved publication arrangement (APA) or an approved reporting mechanism (ARM) exempt from Regulation (EU) No 600/2014 and subject to authorization and supervision by the Danish Financial Supervisory Authority, a securities firm, a registered payment system, an IT operator of a retail payment system, a depositary institution, an administrator or provider of benchmarks, an issuer, an offeror, a person applying for admission of securities to trading on a regulated market, an investor, an offeror, a participant in the emission quota market, a position holder, a representative, a shareholder or a physical or legal person who prepares or disseminates investment recommendations or other information recommending or suggesting an investment strategy, fails to comply with the duties that, under this Act or rules established pursuant thereto, regulations mentioned in § 211, subsection 2, or rules issued pursuant thereto, lie upon them or are imposed upon them by the Danish Financial Supervisory Authority, the Danish Business Authority or, in the case of a registered payment system, Danmarks Nationalbank, the Danish Financial Supervisory Authority, the Danish Business Authority or Danmarks Nationalbank may impose daily or weekly coercive fines on the persons concerned as a coercive measure.

Subsection 2. If a physical or legal person fails to comply with a request to provide information in accordance with § 214, the Danish Financial Supervisory Authority may impose daily or weekly coercive fines on the physical or legal person or the persons responsible for the legal person.

Subsection 3. If an operator of a regulated market or an IT operator of a retail payment system fails to comply with a directive issued in accordance with § 221, subsections 1 and subsection 4, first sentence, the operator of the regulated market may be imposed daily or weekly coercive fines.

May 1, 2026. 57 No. 464.

Penalty Notice

Section 257. After consultation with the Minister of Justice, the Minister for Business Affairs may establish rules stating that the Financial Supervisory Authority, in specified cases of violations of this Act and regulations issued pursuant to this Act, as well as regulations in areas of European Union regulations that the Financial Supervisory Authority supervises, which are not deemed to carry a penalty higher than a fine, may in a penalty notice indicate that the case may be resolved without litigation if the person who committed the violation declares themselves guilty of the violation and declares themselves ready to pay a fine as specified in the penalty notice within a specified deadline.

Subsection 2. The rules of the Administration of Justice Act regarding requirements for the content of an indictment and regarding that a suspect is not obliged to make a statement apply correspondingly to such penalty notices.

Subsection 3. If the fine is accepted, further prosecution ceases.

Part XIV

Entry into Force, Transitional Provisions, Territorial Validity

Chapter 43

Entry into Force

Section 258. This Act enters into force on January 3, 2018, subject to Subsection 3.

Subsection 2. The Act on Securities Trading and Other Matters, cf. Act Consolidation No. 251 of March 21, 2017, is repealed.

Subsection 3. Section 262, Subsection 3, enters into force on July 1, 2017.

Subsection 4. The executive orders and regulations issued pursuant to the Act on Securities Trading and Other Matters remain in force until they are amended or repealed.

Transitional Provisions

Section 259. The Financial Supervisory Authority may exempt non-financial counterparties, subject to Subsection 2, from:

The clearing obligation in Article 4 of Regulation (EU) No 648/2012 of the European Parliament and of the Council of July 4, 2012 on OTC derivatives, central counterparties and trade repositories.
The obligations regarding risk reduction techniques resulting from Article 11, Subsection 3, of Regulation (EU) No 648/2012 of the European Parliament and of the Council of July 4, 2012 on OTC derivatives, central counterparties and trade repositories.

Subsection 2. Subsection 1 applies only to non-financial counterparties that meet the conditions in Article 10, Subsection 1, of Regulation (EU) No 648/2012 of the European Parliament and of the Council of July 4, 2012 on OTC derivatives, central counterparties and trade repositories, or to non-financial counterparties that are granted permission as a securities brokerage company for the first time from January 3, 2018.

Subsection 3. Subsection 1 applies only to C6 energy derivative agreements entered into before January 3, 2021.

Subsection 4. A non-financial counterparty exempted from the obligations in Subsection 1 may refrain from including C6 energy derivative agreements in its holding of OTC derivative agreements when calculating the clearing threshold value in Article 10 of Regulation (EU) No 648/2012 of the European Parliament and of the Council of July 4, 2012 on OTC derivatives, central counterparties and trade repositories.

Section 260. The shareholders and the persons acting in concert with them who, pursuant to Section 22, Subsection 7, of Act No. 403 of April 28, 2014 on Amendment of the Act on Financial Business, the Act on Securities Trading and Other Matters, the Criminal Code, the Act on Managers of Alternative Investment Funds and Other Matters, the Administration of Justice Act, and various other laws, were exempted from the obligation to make a takeover bid in connection with the change of the threshold for the obligation to make a mandatory bid, remain obliged to make a voluntary takeover bid to the other shareholders if the shareholder or the persons acting in concert with them acquire additional shares in the company.

Section 261. Companies that have established a restricted fund reserve pursuant to Section 101 of the Act on Securities Trading and Other Matters must maintain this fund reserve.

Subsection 2. The restricted fund reserve pursuant to Subsection 1 may be used to cover deficits not covered by the company's free reserves.

Subsection 3. The company must allocate 10 percent of the part of the year's profit that is not used to cover deficits for previous years to the fund reserve. However, the allocation may not exceed the interest on the fund reserve corresponding to the interest calculated in accordance with rules established pursuant to Section 176, Subsection 2, of the Act on Financial Business, minus a proportional share of the year's corporate tax.

Subsection 4. If the company ceases its activities, the fund reserve must be used in accordance with the decision on conversion.

Section 262. An operator of a regulated market operating a regulated market on January 3, 2018, maintains its permission to operate a regulated market. An operator of a multilateral trading facility (MTF) operating a multilateral trading facility (MTF) on January 3, 2018, similarly maintains its permission to operate an MTF, subject to Subsections 2 and 3.

Subsection 2. An operator of a multilateral trading facility (MTF) that, until January 3, 2018, operated a multilateral trading facility (MTF) as an alternative market place, maintains its permission to operate a multilateral trading facility (MTF).

Subsection 3. An operator of a multilateral trading facility (MTF) that, until January 3, 2018, operated a multilateral trading facility (MTF) as an alternative market place, may apply for the multilateral trading facility (MTF) to be registered as an SME growth market, pursuant to Chapter 21. The application must be received by the Financial Supervisory Authority no later than July 1, 2017.

Territorial Validity

Section 263. This Act does not apply to the Faroe Islands and Greenland, but may be put into force in whole or in part for the Faroe Islands and Greenland by Royal Decree with the changes that the Faroese and Greenlandic circumstances require.

May 1, 2026. 58 No. 464.

Act No. 1520 of December 18, 2018 (Implementation of the recommendations from the working group for the review of financial regulation and amendment of the rules for the designation of SIFIs in Denmark and other matters) contains the following entry into force and transitional provision:

Section 13

Subsection 1. This Act enters into force on January 1, 2019, subject to Subsections 2-5.

Subsection 2. Section 1, No. 19, and Section 2 enter into force on July 21, 2019.

Subsection 3. Any supplements to prospectuses approved by the Financial Supervisory Authority before July 21, 2019, must be prepared in accordance with the rules on supplements in Regulation (EU) No 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.

Subsections 4-6. (Omitted)

Act No. 641 of May 19, 2020 (Amendments resulting from the PEPP Regulation, amendment of the rules on outsourcing and clarification of the rules on the independence of insurance brokers) contains the following entry into force provision:

Section 9

Subsection 1. This Act enters into force on July 1, 2020, subject to Subsections 2-6.

Subsection 2. Section 5, No. 5, enters into force the day after the publication in the Danish Statute Journal.

Subsection 3. (Omitted)

Subsection 4. Section 5, Nos. 8 and 9, enter into force on June 18, 2020.

Subsection 5. Section 5, No. 7, enters into force on June 18, 2021.

Subsections 6 and 7. (Omitted)

Subsection 8. Regulations issued pursuant to provisions amended by Section 1, Nos. 5, 6, 14 and 19, Section 4, No. 5, Section 5, No. 4, Section 7, No. 1, and Section 8, No. 1, remain in force until they are amended or repealed.

Act No. 2382 of December 14, 2021 (Supplementing the Taxonomy Regulation and a new model for SIFI designation) contains the following entry into force provision:

Section 19

Subsection 1. This Act enters into force on January 1, 2022, subject to Subsection 2.

Subsection 2. Section 1, No. 4, Section 2, No. 3, Section 3, No. 4, Section 4, No. 6, Section 5, No. 14, Section 7, No. 4, Section 8, No. 1, Section 10, No. 1, Section 11, No. 1, Section 12, No. 1, Section 13, No. 1, Section 15, No. 1, Section 16, No. 1, and Section 17, No. 1, enter into force on December 17, 2021.

Subsection 3. Data centers that, upon the entry into force of this Act, perform both significant IT operations and IT development for the common payment infrastructure, pursuant to Section 343 q, Subsection 2, of the Act on Financial Business, may continue to operate this business without permission as an IT operator of a retail payment system pursuant to Section 180 a of the Act on Capital Markets as amended by this Act's Section 4, No. 13, until January 1, 2023. If a data center wishes to apply for permission as an IT operator of a retail payment system, the Financial Supervisory Authority must receive the application no later than July 1, 2022.

Subsections 4-8. (Omitted)

Act No. 2383 of December 14, 2021 (Penalty for violation of Article 26 b-26 e of the STS Regulation and repeal of position limits for commodity derivatives) contains the following entry into force provision:

Section 3

This Act enters into force on July 1, 2022.

Act No. 568 of May 10, 2022 (Stricter requirements for targets and policies for the underrepresented gender) contains the following entry into force provision:

Section 11

Subsection 1. This Act enters into force on January 1, 2023.

Subsection 2. (Omitted)

Act No. 570 of May 10, 2022 (Designation of resolution authorities for distressed central counterparties and rules for life insurance companies offering health and accident insurance and other matters) contains the following entry into force provision:

Section 13

Subsection 1. This Act enters into force on July 1, 2022, subject to Subsections 2-4.

Subsection 2. (Omitted)

Subsection 3. Section 2, Nos. 1-5 and 9-11, and Section 7, Nos. 1-7 and 12, enter into force on August 12, 2022.

Subsections 4-7. (Omitted)

Act No. 243 of March 7, 2023 (Implementation of the Mobility Directive and other matters) contains the following entry into force provision:

Section 9

Subsection 1. This Act enters into force the day after the publication in the Danish Statute Journal, subject to Subsections 2-5.

Subsection 2. This Act's Section 6 and Section 7, No. 1, enter into force on March 23, 2023.

Subsections 3-5. (Omitted)

Act No. 480 of May 12, 2023 (Extension of the coverage area of the Guarantee Fund for Property Insurance Companies to include life insurance companies conducting work accident insurance business in Denmark, and to include motor liability insurance and other matters) contains the following entry into force provision:

Section 10

Subsection 1. This Act enters into force the day after the publication in the Danish Statute Journal, subject to Subsections 2-4.

Subsection 2. (Omitted)

Subsection 3. Section 1, Nos. 1 and 3-11, Section 2, Section 3, Nos. 1-3, 7-18 and 24-28, Section 4, No. 3, Section 5, No. 2, Section 6, Section 7, Nos. 2 and 4-9, 11, 17 and 18, and Sections 8 and 9 enter into force on July 1, 2023.

Subsections 4 and 5. (Omitted)

Act No. 1546 of December 12, 2023 (Mortgage lending of offshore wind turbines, strengthening of the Financial Supervisory Authority's supervisory powers and coverage of motor liability insurance by the Guarantee Fund for Property Insurance Companies and other matters) contains the following entry into force provision:

Section 15

Subsection 1. This Act enters into force on January 1, 2024, subject to Subsection 2.

Subsections 2-4. (Omitted)

Act No. 480 of May 22, 2024 (Implementation of the EU Directive on corporate sustainability reporting and the EU Directive on the increase of size thresholds in the Accounting Directive and other matters) contains the following entry into force provision:

Section 13

Subsection 1. This Act enters into force on June 1, 2024, subject to Subsections 2 and 3.

Subsections 2-8. (Omitted)

Act No. 481 of May 22, 2024 (Supervision pursuant to the Digital Operational Resilience Act in the financial sector and the Markets in Crypto-Assets Regulation, rules on the designation of the administrative company for the Guarantee Fund and remuneration rules for corporate pension funds) contains the following entry into force and transitional provision:

Section 17

Subsection 1. This Act enters into force on July 1, 2024, subject to Subsections 2-5.

Subsection 2. Section 1, No. 2, Sections 332, 332 a, 332 b and 332 d in the Act on Financial Business as amended by this Act's Section 1, No. 26, Section 1, Nos. 47 and 48, and Section 2, Nos. 28 and 29, Section 211, Subsection 2, No. 15, in the Act on Capital Markets as amended by this Act's Section 3, No. 18, and Section 5, Nos. 8 and 9, enter into force on June 30, 2024.

Subsection 3. Section 1, Nos. 3, 7, 18 and 25, Part IX c in the Act on Financial Business as amended by this Act's Section 1, No. 26, and Section 1, Nos. 27 and 37, Section 3, Nos. 2, 3, 17, 20 and 21, Section 8, Nos. 1, 3-8, 13 and 14, and Section 16 enter into force on October 18, 2024.

Subsection 4. Sections 332 c, 332 e-332 h in the Act on Financial Business as amended by this Act's Section 1, No. 26, and Section 1, No. 41, Section 251 b in the Act on Capital Markets as amended by this Act's Section 3, No. 24, Section 275, Subsection 1, No. 9, in the Act on Securities Brokerage Companies and Investment Services and Activities as amended by this Act's Section 4, No. 16, and Sections 7, 14 and 15 enter into force on December 30, 2024.

Subsection 5. Section 1, Nos. 6, 8 and 9, Section 2, Nos. 1-3 and 5-18, Section 3, Nos. 5-9 and 12-14, Section 211, Subsection 2, No. 16, as amended by this Act's Section 3, No. 18, Section 251 c in the Act on Capital Markets as amended by this Act's Section 3, No. 24, Section 4, Nos. 1 and 4, Section 275, Subsection 1, No. 10, in the Act on Securities Brokerage Companies and Investment Services and Activities as amended by this Act's Section 4, No. 16, Section 5, Nos. 1 and 3, Section 6, No. 9, Section 8, Nos. 17 and 19-23, and Sections 9 and 11-13 enter into force on January 17, 2025.

Subsections 6-16. (Omitted)

Act No. 1602 of December 17, 2024 (Gender Balance Act) contains the following entry into force and transitional provision:

Section 16. This Act enters into force on December 28, 2024.

Subsection 2. This Act applies to accounting periods beginning on January 1, 2025 or later.

Subsection 3. (Omitted)

Act No. 1666 of December 30, 2024 (Access to a basic business account for entrepreneurs and associations, supervision pursuant to the European Green Bonds Regulation and annual target setting for the Board of Directors of Danmarks Nationalbank and other matters) contains the following entry into force provision:

Section 18

Subsection 1. This Act enters into force on January 1, 2025, subject to Subsections 2 and 3.

Subsection 2. (Omitted)

Subsection 3. Section 5, Nos. 3, 6, 7, 10 and 14, and Section 6, Nos. 1, 2 and 5, enter into force on April 9, 2025.

Subsections 4-10. (Omitted)

Act No. 712 of June 20, 2025 (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibility and reporting lines, clearer rules for permission to credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, penalization of the Disclosure Regulation, modernization of the rules in the FAIF-UCITS II Directive, strengthening of the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information and other matters)3), as amended by Act No. 1638 of December 16, 2025, contains the following entry into force provision:

Section 22

Subsection 1. This Act enters into force on July 1, 2025, subject to Subsections 2-13.

Subsection 2. Section 6, Nos. 4, 10, 13, 14 and 54, enter into force the day after the publication in the Danish Statute Journal.

Subsection 3. Section 5, No. 30, and Section 6, Nos. 3, 5, 7, 8, 18, 20, 23-33, 49 and 51, enter into force on September 29, 2025.

Subsection 4. (Omitted)

Subsection 5. Section 1, Nos. 100 and 102, Section 2, No. 56, Section 3, No. 42, Section 5, No. 21, Section 6, No. 37, and Section 7, No. 7, enter into force on March 1, 2026.

Subsection 6. (Omitted)

Subsection 7. Section 1, Nos. 117, 120 and 124, Section 2, Nos. 77 and 83, Section 3, Nos. 53, 54 and 58, Section 5, Nos. 25, 27 and 31, Section 6, No. 56, Section 7, Nos. 11 and 15, and Section 117, Subsection 3, in the Act on Corporate Pension Funds as amended by this Act's Section 7, No. 16, enter into force on July 2, 2026.

Subsection 8. Section 6, Nos. 2, 11, 45, 52 and 53, enter into force on July 10, 2026.

Subsection 9. Section 1, Nos. 3 and 5, and Section 6, No. 6, enter into force on January 1, 2027.

Subsections 10 and 11. (Omitted)

Subsection 12. Section 1, Nos. 38, 39, 78 and 95, Section 2, No. 44, Section 5, Nos. 8, 9, 12, 13 and 18, Section 6, Nos. 12, 19, 21, 22, 46 and 48, Section 7, Nos. 3-5, and Section 14, No. 4, enter into force on January 10, 2030.

Subsection 13. (Omitted)

Act No. 1638 of December 16, 2025 (Repeal of the national prospectus threshold, partial repeal of the prohibition on share classes in financial companies, insurance companies and securities brokerage companies, amendment of publication requirements upon admission to trading on a multilateral trading facility, strengthening of the Financial Supervisory Authority's independence and other matters)4) contains the following entry into force provision:

Section 15

Subsection 1. This Act enters into force on January 1, 2026, subject to Subsections 2-13.

Subsections 2 and 3. (Omitted)

Subsection 4. Section 1, No. 20, enters into force on March 5, 2026.

Subsection 5. (Omitted)

Subsection 6. Section 1, No. 4, enters into force on June 5, 2026.

Subsection 7. Section 1, Nos. 2, 7, 8, 11-16, 18 and 19, Section 2, No. 17, and Section 4, No. 7, enter into force on June 6, 2026.

Subsections 8 and 9. (Omitted)

Subsection 10. Section 1, Nos. 3, 5, 9 and 10, Section 2, Nos. 1 and 3-6, Section 4, No. 3, and Section 5, Nos. 2, 3 and 6, enter into force on December 5, 2026.

Subsections 11-14. (Omitted)

Financial Supervisory Authority, May 1, 2026

Louise Mogensen
/ Karina Vilhof Ankergren

May 1, 2026. 61 No. 464.

The amendment of the law, which concerns Section 1, No. 6, in Act No. 1638 of December 16, 2025, amends Section 50. The amendment stipulates that a Subsection 7 is inserted in Section 50, even though the provision only has up to Subsection 3. The amendment is inserted provisionally as Subsection 4, until Section 6, No. 12, in Act No. 712 of June 20, 2025, enters into force, after which it correctly becomes Subsection 7.
The amendment of the law concerns Section 211, Subsection 2, No. 19.
The amendment of the law concerns the 1st sentence in the footnote to the law's title, Section 50, Subsection 7, Section 180 a, Subsections 6 and 7, and Section 253 c.

May 1, 2026. 62 No. 464.

Act on Capital Markets

Act on Capital Markets 1)

Part I

General Provisions

Chapter 1

Scope of Application and Definitions

Lineage: In force

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