© Clearing Appendix 7 — Fee List (joint with the Trading Rules): Document 25
© Clearing Appendix 8 - Membership Requirements: Document 29

© Clearing Appendix 9 — Default Fund Rules: Document 30

© Clearing Appendix 10 -Collateral List Document 30a

¢ Clearing Appendix 11- List of Approved Settlement Banks: Document 30b

¢ Clearing Appendix 12 - Supplemental default rules - Client Clearing
Accounts: Document 30c

© Clearing Appendix 13 - Supplemental default rules - Clearing Clients: Document 30d
© Clearing Appendix 14 - Block Trade, EFP and EFS Clearing Procedures: Document 30e

* Clearing Appendix 15 - Third Party Exchange Transaction Clearing
Procedures: Document 30f

LONO1_8423351 v2_385248-00002 5/23/2019 9:54 PM


I

(14) Ability to determine depth of market.

Complete market depth is shown for all listed products on the Exchange. This means that price
and volume is visible but not name of the member as trading on the Exchange is anonymous.

(15) Market continuity provisions.

The Genium INET Trading system is designed based on a primary/standby pattern,

(16) Reporting and recordkeeping requirements.

i

LONO1_812871 1v4


(2) The architecture of the systems, including

hardware and distribution network, as well as

any pre- and post-trade risk-management controls that are made available to system users.

|
|
|
|

l

|

|

|

LONO1_8128711v4



Exhibit E-1 to Form FBOT

A description of the terms and conditions of futures, option or swap contracts intended to be made
available for direct access. With respect to each contract, indicate whether the contract is regulated or
otherwise treated as a future, option or swap contract in the regulatory regime(s) of the foreign board
of trade’s home country.

The products traded at the Exchange comprise of Nordic, German, Dutch, French, Italian,
Spanish, Belgian and UK electricity contracts, German, Dutch, French, Italian, Spanish, Belgian and UK
gas contracts, freight, fuel oil and iron ore contracts, ferrous contracts and European Union allowances
contracts (EUA), Swedish and Norwegian electricity certificates and renewable contracts. The derivative
contracts are base and peak load futures, Deferred Settlement Futures (DS Futures), options, and
Electricity Price Area Differentials (EPADs).

These contracts are used for trading and risk hedging purposes, and have a current trading time
horizon of up to ten years. Base load contracts are delivered Monday-Sunday, 00.00-24.00 CET during
the length of the contract. Peak load contracts are delivered Monday-Friday, 08.00 — 20.00 CET during
the length of the contract. The reference prices to the electricity derivatives are the Nordic system price,
the German/Austrian day ahead area price, the Dutch day ahead area price and the UK day ahead area
price’. There is no physical delivery of financial market electricity contracts. Cash settlement is made
throughout the trading and/or the delivery period, starting at the due date of each contract, depending on
whether the product is a futures or a DS Futures. Financial contracts are entered into without regard to
technical conditions, such as grid congestion, access to capacity, and other technical restrictions.

In addition, the Exchange offers EUA futures and option contracts. All of the Exchange’s
emission contracts have physical delivery.

A description of the terms and conditions of the contracts that are intended to be made available
for direct access are attached hereto as Document 15.

All the listed contracts, i.e., futures contracts and options on futures contracts, are considered
financial instruments according to the definition of STA 2007 section 2-2 and the MiFID and are regulated
as such. The regulatory regime in Norway does not regulate nor denominate commodities derivatives
contracts as futures, options or swap contracts.

} The physical spot exchanges for the electricity market in the respective countries produce in the daily auctions, the
next 24 hours ‘electricity prices per hour for each price area. An average price in each area respectively, is produced
and is the basis for settlement of the DS Future and future electricity contracts traded on the Exchange.

LONOI_8128766v4


Exhibit A-5 to the Form FBOT

The national statutes, laws and regulations governing the activities of the foreign board of trade and its
respective participants.

1. National statues, laws and regulations governing the Exchange

The business of Nasdaq Oslo is regulated primarily by the Exchange Act 2007", the Securities
Trading Act 2007 (“STA 2007”) and the Public Limited Liabilities Act. Please see a copy of the
Exchange Act 2007 and the STA 2007 attached hereto as Document 1 and Document 16, respectively.
The stated objective of the Exchange Act 2007 is to “provide the basis for markets for financial
instruments that are efficient and orderly and inspire confidence”.'> The Exchange Act 2007 represents a
continuance of the previous Exchange Act of 2001 implementing additional requirements on regulated
markets under the EU Directive on Markets in Financial Instruments (“MiFID”). .

The European Union approach to the regulation of “regulated markets” is contained in Council
Directive 3/22/EEC of 10 May 1993 on investment services in the securities field — Investment Services
Directive (“ISD”). Among other things, ISD introduced the concept of the “regulated market”, aiming to
harmonize certain conditions governing the operation of regulated markets. Further, ISD sets out some
basic high-level provisions governing the organizational and conduct of business requirements that should
apply to investment firms creating a “European passport” for these firms. The European passport means
that restrictive legislation in member states preventing cross frontier branching and freedom of services
will have to be dismantled, allowing authorized European Union investment firms to operate cross border
within the European Union.

Although Norway is not part of the European Union, Norway is signatory to the European
Economic Area (“EEA”) Treaty'® with the European Union, and, accordingly, the financial directives of
the European Union are applicable in Norway, including the ISD. The Norwegian regulatory regime goes
even further than the ISD and addresses a number of broad public policy objectives, including protection
of market price integrity in regulated markets and establishing fair trade practices. The prohibitions on
insider trading and market manipulation and the general ban on unfair market practices promulgated under
the STA 2007, and the requirement that regulated markets (including Nasdaq Oslo) to establish proper
market surveillance are motivated by these policy concerns.

Further, there are specific provisions in the Exchange Act 2007 Section 22 requiring exchange
activities to be carried out with due consideration to the principles of efficiency, neutrality and equal
treatment of all participants, as well as to ensure that the market offers a high degree of transparency and

14 Section 3 (i) of the Exchange Act 2007 sets out the definition of a regulated market which comprises both licensed
exchanges and other regulated market places: “A regulated market shall mean an undertaking authorized under
section 4 that decides to list financial instruments in the market and which organizes or operates a multilateral market
for regular trading in the listed instruments in accordance with laws, regulation and non-discretionary trading rules
issued by that market (2) An exchange shall mean a regulated marked licensed under section 33 of the Exchange Act
2007.

15 Section 1 of the Exchange Act 2007.

16 EEA Treaty is an agreement among member statcs of European Free Trade Association (“EFTA”), the European
Community and all member states of the European Union, which created the European Economic Area and allowed
EEFTA member states (which include Iceland, Norway, Switzerland, and Liechtenstein) to participate in the
European Single Market without joining the European Union.

LONO1_ 8423351 v2_385248-00002 5/23/2019 9:54 PM


The Market Surveillance has the right to receive information from members upon written request.
In the event the Market Surveillance detect abnormal trading activity in the markets for which the
information directly available to the Market Surveillance does not suffice to enable the department to rule
out the possibility of breach of the Market Conduct Rules, the Market Surveillance would contact the
member in question and enquire about the observed activity. The member is, through its membership,
under an obligation to provide the Exchange with information upon written request.

LONOI_8128811v4


(2) A description of and, where applicable, copies of the laws, rules, regulations and policies applicable
to:

(i) The authorization, licensure or registration of the foreign board of trade.

(ii) The regulatory regime/authority’s program for the ongoing supervision and oversight of the
foreign board of trade and the enforcement of its trading rules.

(iii) The financial resource requirements applicable to the authorization, licensure or
registration of the foreign board of trade and the continued operations thereof.

(iv) The extent to which the IOSCO Principles are used or applied by the regulatory
regime/authority in its supervision and oversight of the foreign board of trade or are
incorporated into its rules and regulations and the extent to which the regulatory
regime/authority reviews the applicable trading systems for compliance therewith.

(v) The extent to which the regulatory regime/authority reviews and/or approves the trading
rules of the foreign board of trade prior to their implementation.

(vi) The extent to which the regulatory regime/authority reviews and/or approves futures, option
or swap contracts prior to their being listed for trading.

(vii) The regulatory regime/authority’s approach to the detection and deterrence of abusive
trading practices, market manipulation, and other unfair trading practices or disruptions of the
market.

(i) The authorization, licensure or registration of the foreign board of trade.

The Exchange Act 2007 set out provisions as regards the authorization of a regulated market in
Norway (please see Document | for further details on the provisions). The Ministry of Finance may grant
authorization to operate as a regulated market to a company that satisfies the requirements set out in the
Exchange Act. The applicant must be organized as a public limited company and have a board of
directors with at least five members in order to be granted an authorization as a regulated market. The
managing director may not be a member of the board of directors. The members of the board of directors,
the managing director and such persons who actually participate in the management of the company shall
have the relevant qualifications and professional experience, shall be of good repute and shall not
otherwise have engaged in any improper conduct which might give grounds to assume that their
employment or appointment will not be conducted in an appropriate manner. Each company acting as a
regulated market must establish internal rules and implement the measures necessary to ensure that (i)
conflict of interest between the regulated market or its owners on the one hand and the market’s duties and
functions on the other hand are identified and managed; (ii) the significant risks to which the regulated
market is exposed to are identified and managed; (iii) the regulated market has transparent and non-
discretionary trading rules and procedures, including objective criteria for efficient execution of orders;
(iv) the regulated market has system for proper operation of technical systems, including efficient
arrangements to deal with technical breakdown (contingency arrangements); and (v) the regulated market
facilitates efficient and timely finalization of transactions. Furthermore, a regulated market shall at all
times maintain own funds appropriate to the risk inherent in and the scope of the activities carried out by
it. In appraising the risk to which it is exposed, due account shall be paid to business risk, contractual risk,
operational risk and such other risk factors to which it is exposed. A regulated market shall carry out its
activities with due consideration to the principles of efficiency, neutrality and equal treatment of all

LONO1_8128810v4


Administrati
on
HR

Finance and
Services

IT
Records

Management
and Archives

LONOI_8128810v4

Finanstilsynet’s board of
directors

Director General

7

i

Directors General Banking and

Staff Insurance
supervision

Consumer Licensing and Crisis

Coordinator Management

Capital Adequacy
and Solvency
Regulation

Special Adviser /
Controller

Board Secretary Banking supervision

Director
Insurance
supervision
General Counsel

IT and Payment
Communications Systems

Analysis and
Reporting

Macroeconomic
Surveillance

Capital Markets
Supervision
Prospectuses
and Financial
Reporting

Investment Firms
and
Infrastructure

Collective
Investment
Schemes

Securities
Supervision

Audit and
External
Acounting

Estate Agencies
and Debt
Collection Firms


(4) A description of the regulatory regime/authority’s inspection, investigation and surveillance powers;
and the program pursuant to which the regulatory regime/authority uses those powers to inspect,
investigate, and enforce rules applicable to the foreign board of trade.

According to Chapter 7 of the Exchange Act 2007, Finanstilsynet is responsible for the
supervision of the all regulated markets in Norway, including the Exchange. Regulated markets are
obliged to furnish Finanstilsynet with such information that Finanstilsynet may require about matters
related to their activities, and are obliged to produce and hand over to Finanstilsynet for inspection
documentation concerning their activities. Finanstilsynet may also issue a regulated market with a
corrective order if the company acts in contravention of law or regulations laid down pursuant to law or in
contravention of its own rules or business terms. Corrective orders may also be issued if the management
or the board of directors fails to meet the requirements as to good repute and experience. If Finanstilsynet
has grounds to assume that someone is trading in breach of the provisions laid down in the Exchange Act
2007 or pursuant thereto, Finanstilsynet may give an order for the action to cease.

Finanstilsynet may also conduct site inspections in order to investigate the Exchange’s compliance
with applicable laws and regulations.

LONO1_8128810v4


Exhibit G-1 to Form FBOT

A description of the foreign board of trade’s regulatory or compliance department, including its size,
experience level, competencies, duties and responsibilities.

The board of directors of Nasdaq Nordic Ltd. (currently, the parent company of Nasdaq Oslo),
continuously steers each Nasdaq Nordic subsidiary in order to develop a common view and common
practices with respect to rules, regulations and market practices. In addition, the board of Nasdaq Nordic
Ltd. has a supervisory role to ensure that Nasdaq Oslo is acting in compliance with the relevant financial
market regulations in both its trading and clearing functions.

The regulatory and compliance organization of Nasdaq Nordic Ltd. covers all subsidiaries with a
license to operate regulated markets or clearing and settlement functions, including Nasdaq Oslo. The
regulatory and compliance organization, as part of the Office of General Counsel department (“OGC”), is
currently comprised of the Head of OGC in Nordic/Baltic and compliance liaison officers in each licensed
Nordic subsidiary, including Nasdaq Oslo. Generally, the compliance organization undertakes to oversee
compliance by Nasdaq Oslo with applicable laws and regulations, as well as internal guidelines and
obligations related to the compliance policy. At each regular meeting, the board of Nasdaq Nordic Ltd., as
well as the board of Nasdaq Oslo, are provided with specific risk reports covering financial position,
disputes and litigations, operational incidents, compliance issues and clearing operations. Further, a report
assessing the capital adequacy is submitted to the above mentioned boards on a regular basis.

On a day-to-day basis, the NASDAQ COM’s employees at OGC in the Stockholm and Oslo office
are responsible for ensuring compliance with requirements under applicable legislation. The Nasdaq
European legal department is headed by es has been with the
Nasdaq Group for several years and has in-depth knowledge of the international securities market,
legislation and regulatory requirements. It features a dedicated Nordic/Baltic legal team headed by i |
P| whose responsibility includes compliance for Nasdaq Group’s authorised entities in
the Nordic and Baltic area. The legal and compliance department supports the operative management on a
daily basis in ensuring compliance with Nasdaq Oslo’s requirements in particular with respect to the
securities market legislation. Each employee of the legal department holds a LLM and has several years
of experience of Swedish and Norwegian securities market legislation.

LONO1_8128811v4


LONO1_8128766v4


Exhibit B to Form FBOT

(1) A description of the categories of membership and participation in the foreign board of trade and
the access and trading privileges provided by the foreign board of trade. The description should include
any restrictions applicable to members and other participants to which the foreign board of trade
intends to grant direct access to its trading system.

Exchange memberships

The Exchange offers two different exchange membership categories one exchange membership
which requires clearing membership and one non-clearing membership. A more detailed description of
the different categories is set out below.

1. Exchange Member

An Exchange Member is an entity that has entered into an exchange membership agreement with
Nasdaq Oslo. An exchange membership requires a clearing membership. The member is granted direct
access to exchange trading electronically through the ETS and/or through telephone to the manual system
MTS.

2. Non-clearing Member

A Non-clearing Member (“NCM”) is an exchange member that has entered into a non-clearing
membership agreement with Nasdaq Oslo. A non-clearing membership requires a clearing account with a
General Clearing Member (“GCM”). The member is granted direct access to exchange trading
electronically through the ETS and/or through telephone to the manual system MTS.

3. Block Broker Member

A Block Broker Member means an entity that has entered into a Block Broker Membership
Agreement with Nasdaq Oslo. A Block Broker Member is authorized by other account holders and
counterparties to the Clearinghouse to report Block Trades and EFP/EFS trades to the Exchange in
accordance with the Block Broker Facility Procedure, Document 22a.

Clearing memberships

Under Section 1.2 of the Clearing Rules (see Document 26, General Terms), NASDAQ COM
accepts the following as account holders and counterparties:

1. General Clearing Member

A General Clearing Member (or GCM) is an entity that has been approved by the Clearinghouse
for clearing of principal transactions and client transactions on behalf of their GCM clients e.g. Non-
clearing Members. GCM clients’ clearing transactions are registered on clearing accounts in the name of
their General Clearing Member with the General Clearing Member as counterparty to the Clearinghouse.
A GCM does not need to be an Exchange Member.

Clearing Member

A Clearing Member (“CM”) is an entity that has been approved by the Clearinghouse for clearing
transactions in its own name and account. A CM does not need to be an Exchange Member.

LONOI_8128499v4


Exhibit D-2 to Form FBOT

A description of the manner in which the foreign board of trade assures the following with respect to
the trading system, separately labeling each description:

(1) Algorithm. The trade matching algorithm matches trades fairly and timely.

(2) IOSCO Principles. The trading system complies with the Principles for the Oversight of Screen-
Based Trading Systems for Derivative Products developed by the Technical Committee of the
International Organization of Securities Commissions (IOSCO Principles). Provide a copy of any
independent certification received or self-certification performed and identify any system deficiencies
with respect to the IOSCO Principles.

(3) Audit Trail.

(i) The audit trail timely captures all relevant data, including changes to orders.

(ii) Audit trail data is securely maintained and available for an adequate time period.
(4) Public Data, Adequate and appropriate trade data is available to users and the public.
(5) Reliability. The trading system has demonstrated reliability.
(6) Secure Access. Access to the trading system is secure and protected.

(7) Emergency Provisions. There are adequate provisions for emergency operations and disaster
recovery.

(8) Data Loss Prevention. Trading data is backed up to prevent loss of data.

(9) Contracts Available. Mechanisms are available to ensure that only those futures, option or swap
contracts that have been identified to the Commission as part of the application or permitted to be made
available for trading by direct access pursuant to the procedures set forth in § 48.10 are made available
for trading by direct access.

(10) Predominance of the Centralized Market. Mechanisms are available that ensure a competitive,
open, and efficient market and mechanism for executing transactions.

LONO1_812871 1 v4


Exhibit G-4 to the Form FBOT

A description of the market surveillance program (and any related rules), addressing the following:

The dedicated market surveillance department or the delegation or outsourcing of that function,
including a general description of the staff; the data collected on traders’ market activity; data collected
to determine whether prices are responding to supply and demand; data on the size and ownership of
deliverable supplies; a description of the manner in which the foreign board of trade detects and deters
market manipulation; for cash-settled contracts, methods of monitoring the settlement price or value;
and any foreign board of trade position limit, position management, large trader or other position
reporting system.

The Market Surveillance uses the information available to understand
the price formation in the markets. Furthermore, the Market Surveillance studies the trading behavior of
the members and dedicates extra attention to traders that fits the profile of being likely to commit market
abuse.

The following market data is collected form the Exchange and the Clearinghouse, respectively:
e All order book information from every listed instrument series

¢ All Block transactions in every instrument series

The above information is fed into and processed by the surveillance system, SMARTS (alerts,
reports, market data visualization tools).

As part of market surveillance program, the Market Surveillance subscribes to relevant news and

analysis,

Nasdaq Oslo has an information sharing agreement with Nord Pool AS (operator of the Nordic
day-ahead market for physical power). The purpose with the agreement is to strengthen the two market
places’ market surveillance departments’ ability to understand the price formation in its respective markets
and to become better to detect breaches of the Market Conduct Rules, in particular market manipulation
and insider trading.

LONO1_8128811v4


Exhibit A-1 to Form FBOT

Description of location, history, size, ownership and corporate structure, governance and committee
structure, current or anticipated presence of offices or staff in the United States, and anticipated
volume of business emanating from members and other participants that will be provided direct access
to the foreign board of trade’s trading system.

1. General

Nasdaq Oslo ASA, previously Nord Pool ASA (please see below for a description of the history
of the company), (“Nasdaq Oslo” or the “Exchange”) is a Norwegian public limited company
incorporated and having its principal office at Skoyen’, Norway. Nasdaq Oslo is authorized by the
Norwegian Ministry of Finance as an exchange under the Norwegian Stock Exchange Act of 2001 (the
“Exchange Act 2001”). A new Regulated Markets Act was enacted in June 2007? (the “Exchange Act
2007”) and the English translation of the Exchange Act 2007 is attached as Document 1 hereto. Nasdaq
Oslo is supervised by Finanstilsynet, the Norwegian Financial Supervisory Authority (“Finanstilsynet”).

2. Location , history and ownership

The trading of electricity derivatives contracts in Norway dates back to 1991, when the
Norwegian Parliament resolved to deregulate the market for power trading by passing of a new energy act.
As a consequence of the new legislation, Statnett Marked AS was established as a subsidiary to Statnett
SF, which is the Norwegian transmission system operator (“TSO”). Statnett Marked AS was set to
operate the newly formed Norwegian power market. In 1995, the financial market was established.
Market participants could initially enter into transactions in futures contracts. [Forward contracts were
introduced in 1997.]

In 1996, Norway and Sweden established a common electricity and power exchange, co-owned by
Statnett SF and the Swedish TSO, Svenska Kraftnat AB. The company operating such electricity and
power exchange was named Nord Pool ASA, and the exchange was to be called Nord Pool. Nord Pool
was the world’s first multinational exchange for trading and clearing of financial power contracts. Finland
was integrated into the Nordic power exchange area in 1998, and Denmark followed in 1999 and 2000.

Electricity derivatives contracts with cash settlement were introduced in 2001, and Nord Pool
ASA was licensed as a regulated exchange and clearinghouse in 2002. However, more or less at the same
time, the clearing business of Nord Pool ASA was demerged into a separate company, Nord Pool Clearing
ASA, which became licensed as a clearinghouse in Norway. After the demerger from Nord Pool ASA,
Nord Pool Clearing ASA became a subsidiary of Nord Pool ASA. The physical market activities of Nord
Pool ASA were later in 2002 demerged into a separate company, Nord Pool Spot AS, co-owned by Nord
Pool ASA and the four Nordic TSOs.'

The Nord Pool market established itself as the world’s largest and most efficient power market,
offering unprecedented transparency and liquidity for market participants, and also helped develop other
energy markets in Europe and worldwide.

' Nasdaq Oslo ASA changed its name from NASDAQ OMX Oslo ASA to Nasdaq Oslo ASA on 2 December 2015.
2 The Exchange relocated into new offices at Skoyen in Karenslyst Allé 53, in 0259 Oslo in April of 2013.

3 Norwegian Regulated Markets Act of June 29, 2007 No. 74.

4 Nord Pool Spot AS remains separate from the Nasdaq Group and is still in TSO ownership.

LONO1_8423351v2_385248-00002 5/23/2019 9:54 PM


to the Memorandum of Understandin;

With respect to information sharing it should be
mentioned that the Clearing and Trading Rules expressly state that the Clearinghouse and the Exchange
may enter into any arrangement with any entity or body (including any regulatory bodies, any market
operator or clearing organization) if the Clearinghouse or the Exchange (i) believes that such entity or
body exercises a legal or regulatory function under any law or regulation, or a function comprising or
associated with the enforcement of a legal or regulatory function, or (ii) considers such arrangement to be
in furtherance of the Clearinghouse’s or the Exchange’s purpose or duties under applicable law. The
Clearinghouse or the Exchange may disclose to any entity information concerning or associated with an
market participant or other entities that the Clearinghouse or the Exchange believes is necessary and
appropriate in exercising a legal or regulatory function (including, without limitation, information
concerning any aspect of any clearing activity or business concerning the Clearinghouse or the Exchange),
whether or not a formal arrangement governing the disclosure exists or a request for information was
made.

LONO1_8128814v4


Exhibit H to Form FBOT

(1) A description of the arrangements among the Commission, the foreign board of trade, the clearing
organization, and the relevant foreign regulatory authorities that govern the sharing of information
regarding the transactions that will be executed pursuant to the foreign board of trade’s registration
with the Commission and the clearing and settlement of those transactions. This description should
address or identify whether and how the foreign board of trade, clearing organization, and the
regulatory authorities governing the activities of the foreign board of trade and clearing organization
agree to provide directly to the Commission information and documentation requested by Commission
staff that Commission staff determines is needed:

(i) To evaluate the continued eligibility of the foreign board of trade for registration.
(ii) To enforce compliance with the specified conditions of the registration.

(iti) To enable the CFTC to carry out its duties under the Act and Commission regulations and
to provide adequate protection to the public or registered entities.

(iv) To respond to potential market abuse associated with trading by direct access on the
registered foreign board of trade.

(v) To enable Commission staff to effectively accomplish its surveillance responsibilities with
respect to a registered entity where Commission staff, in its discretion, determines that a
contract traded on a registered foreign board of trade may affect such ability.

In its supervisory operations, FI co-operates and exchanges information with other competent
authorities to the extent which follows from the directive on markets in financial instruments and the
transparency directive. Furthermore, within the scope of FI’s authority, FI will, following a request from
a competent authority in another country outside the EEA, provide or verify information which is
necessary to enable the foreign authority to exercise its supervision pursuant to the directive on markets in

financial instruments, provided however that FI and the foreign authority have entered into a co-operation

As regards Finanstilsynet, it may co-operate and exchange information with other competent
authorities to the extent the Ministry of Finance has laid down rules to the effect that the duty of
confidentiality which otherwise applies to exchanges shall not apply in relation to supervisory authorities
in non-EBA states which conduct supervision of authorized stock exchanges and market places.! The
Ministry of Finance has laid down rules to that effect, which accordingly make it possible for

— to exchange information with other a authorities, me the Commission.

With respect to the possibility to share information between the Commission and FI and
Finanstilsynet, respectively, we would also like to mention that both FI and Finanstilsynet are signatories
to the International Organization of Securities Commissions Multilateral Memorandum of Understanding,
which works as a multilateral mechanism for sharing information on a bilateral basis between signatories

1 Act on the Supervision of Credit Institutions, Insurance Companies and Securities Trading etc. (Financial
Supervision Act), Section 7.

LONO1_8128814v4


(3) A statement as to whether the regulatory authorities governing the activities of the foreign board of
trade and clearing organization are signatories to the International Organization of Securities
Commissions Multilateral Memorandum of Understanding. If not, describe any substitute
information-sharing arrangements that are in place.

Both Finanstilsynet (primarily supervising the Exchange) and FI (primarily supervising the

Clearinghouse) are signatories to the International Organization of Securities Commissions Multilateral
Memorandum of Understanding.

LONO1_8128814v4


Exhibit D-1 to Form FBOT

A description of (or where appropriate, documentation addressing)

(1) The order matching/trade execution system, including a complete description of all permitted ways
in which members or other participants (or their customers) may connect to the trade
matching/execution system and the related requirements (for example, authorization agreements).

(2) The architecture of the systems, including hardware and distribution network, as well as any pre-
and post-trade risk-management controls that are made available to system users.

(3) The security features of the systems.
(4) The length of time such systems have been operating.
(3) Any significant system failures or interruptions.

(6) The nature of any technical review of the order matching/trade execution system performed by the
foreign board of trade, the home country regulator, or a third party.

(7) Trading hours.

(8) Types and duration of orders accepted.

(9) Information that must be included on orders.

(10) Trade confirmation and error trade procedures.
(11) Anonymity of participants.7

(12) Trading system connectivity with clearing system.
(13) Response time.

(14) Ability to determine depth of market.

(15) Market continuity provisions.

(16) Reporting and recordkeeping requirements.

LONO1_81287] 1v4


Exhibit A-7 to the Form FBOT
Evidence of the authorization, licensure or registration of the foreign board of trade pursuant to the

regulatory regime in its home country jurisdiction and a representation by its regulator(s) that it is in
good regulatory standing in the capacity in which it is authorized, licensed or registered.

Evidence of the authorization of Nasdaq Oslo as a —_ market is attached hereto as

LONO1_8423351v2_385248-00002 5/23/2019 9:54 PM


deem necessary to ascertain the facts bearing upon the question of qualification. However, there are no
other explicit requirements as to professional qualification, authorization and financial integrity as regards
Exchange Members and Non-clearing Members.

All applicants shall provide NASDAQ COM with information on the applicant’s legal status,
financial soundness, organization, level of competence and other matters as NASDAQ COM deems
relevant and appropriate to consider its fitness for membership, including further evidence for NASDAQ
COM to verify the authenticity or correctness of any information submitted. Applicants shall, if so
requested, provide a legal opinion on such issues as NASDAQ COM considers appropriate to consider its
fitness for membership, including that the applicant is legally entitled to undertake the relevant exchange
transactions under applicable law, signatory powers and signing procedures relating to the applicant, and
generally that the Exchange and Clearing Agreements and all other legal arrangements with NASDAQ
COM will be valid and legally binding on the applicant if accepted as a member. Please see the
Membership Form attached hereto as Document 34 for further information on the requirements and a
description of the membership process in general.

The Exchange and the Clearinghouse may at any time ask the members to submit financial
information and otherwise monitor members’ financial standing and soundness, level of competence and
other matters relevant to the fit and properness of the member. Members are obliged to promptly provide
and procure such financial information and documents as requested, and to immediately notify the
Exchange and/or the Clearinghouse of any changes within the entity that are relevant for the membership.

2. Clearing members
General comments

NASDAQ COM?’s requirements for clearing membership are set forth in Clearing Appendix 8 to
the Clearing Rules, please see Document 29. All entities applying for and/or admitted to clearing
membership shall demonstrate that they are fit and proper. Each member must provide information
regarding its legal status, financial soundness, organization, level of competence and other relevant
matters for the evaluation of the participant. NASDAQ COM only admits as members applicants that
NASDAQ COM in its sole discretion considers fit and proper for its applicable membership category,
applying principles of access on a neutral and non-discriminatory basis. Risk management will make a
credit evaluation of the applicant and, if accepted as a member, base collateral and default fund
contribution will be set for the participant. The base collateral and default fund contribution must
be established prior to the commencement of clearing. Please see the Membership Form attached
hereto as Document 34 for further information on the requirements and a description of the membership
process in general.

Applicants shall, if so requested by NASDAQ COM, provide a legal opinion to address issues
such as the applicant’s ability to undertake the relevant clearing transactions under applicable law,
signatory powers and signing procedures, and that the Clearing and Exchange Agreements and all other
legal arrangements will be valid and legally binding on the applicants if accepted as members.

To assess the creditworthiness of an applicant, the risk management department reviews
information regarding core business, ownership, financial key indicators (total and restricted equity, equity
ratio, EBITDA, total assets, annual result), historical financial performance, type of membership, type of
products and volumes to be cleared.

LONO1_8128499v4


Exhibit A-9 to the Form FBOT

An undertaking by the chief executive officer(s) (or functional equivalent[s}) of the foreign board of
trade to notify Commission staff promptly if any of the representations made in connection with or
related to the foreign board of trade’s application for registration cease to be true or correct, or become
incomplete or misleading.

I hereby, in my capacity as President of Nasdaq Oslo, undertake to notify the Commission staff

promptly if any of the representations made in connection with or related to the Nasdaq Oslo’s application
for registration cease to be true or correct, or become incomplete or misleading.

Oslo, 2017

President

LONO1_8423351v2_385248-00002 5/24/2019 12:13 PM


(1) The order matching/trade execution system, including a complete description of all permitted ways
in which members or other participants (or their customers) may connect to the trade
matching/execution system and the related requirements (for example, authorization agreements).

1, Electronic Trading System

The Exchange operates a fully automated electronic trading system called “ETS”. Trading in ETS
is available using Nasdaq application Genium INET Trading Workstation, Trayport GlobalVision or
connecting via API (FIX or Omnet API) using ISV (Independent Software Vendor) developed software or
member proprietary applications. In order to prevent disorderly trading due to erroneous programming, all
applications connecting to Genium INET must pass conformance testing.

Orders to buy or sell listed products received by ETS are principally ranked and matched by order
price. Orders with the same order price are ranked and matched by their time of registration. Trades are
automatically entered into upon a match. A detailed description of trading through ETS is given in
Trading Appendix 4 of the Trading Rules.

The use of the ETS is governed by the Trading Rules. In particular, Trading Appendix 5 —- ETS
User Terms — sets out the terms and conditions of the use in detail (please see Document 23 enclosed
hereto). According to those rules, each licensee shall ensure that each of its users is qualified as such
under the Trading Rules, and that each of its users is properly acquainted with the general operations of
the Exchange and the ETS in relation to exchange trading. Each licensee shall also ensure that each of its
users is properly acquainted with, and complies with, the Trading Rules at all times. Each licensee shall
make the necessary arrangements to ensure that the Exchange has the possibility to enforce the Trading
Rules towards all of its users at all times to the extent mandated by the Trading Rules.

2. Telephone based service for exchange trading
In addition to trading through ETS, Exchange Members may also place orders to buy and sell
listed products through the Exchange’s telephone-based system for exchange trading called “MTS”.

Trading in MTS is carried out by Exchange Members calling in registration orders or non-
registration orders by telephone to employees at MTS. MTS is available to any Exchange Member
irrespective of whether it has an electronic link to ETS.

LONO1_812871 1v4


Further, the Norwegian law strictly prohibits intermediaries (as well as others) from engaging in
insider trading practices. The general prohibition on insider trading in Section 3-3 of the STA 2007, for
instance, will prohibit any intermediary or a client with prior knowledge of an order placed by another
client to trade in advance of the order’s execution, provided the initial client order is likely have an effect
on the market. A similar prohibition is also set forth in Clause 3 of Trading Appendix 6 — the Market
Conduct Rules (see Document 24 attached hereto). An intermediary is also prohibited from disclosing
information with respect to any client orders to third parties or advising third parties on trading in front.”
All regulatory insider trading provisions are enforced by Finanstilsynet and Nasdaq Oslo.

Although the STA 2007 does not expressly address the concept of “wash sales”, Sections 3-8 of
the STA 2007 contain a broad general prohibition on market manipulation practices and prohibits any
“transactions or orders to trade which give, or are likely to give, false, incorrect or misleading signals as to
the supply of, demand for or price of financial instruments, or which secure the price of one or several
financial instruments at an abnormal or artificial level” as well as “any transactions entered into or orders
to trade given in relation to any form of misleading conduct.”?> The general prohibition on market
manipulation is enforced by Finanstilsynet and Nasdaq Oslo and applies to both licensed and unlicensed
intermediaries.”

As mentioned above, under the Norwegian law, consistent with general European practice, a
market place or exchange is not responsible for the supervision of handling of client orders by
intermediaries. Rather, the state regulator responsible for licensing and supervision of the investment
firms (Finanstilsynet) conducts all relevant surveillance and enforcement. 27

4 STA 2007, Section 3-6.

25 Nasdaq Oslo has also promulgated general prohibition on market manipulation activities the Market Conduct.
Rules, including a prohibition on any practices which “give, or are likely to give, false or misleading signals as to the
supply of, demand for or price of a [financial instrument]”, “conduct by a person, or persons acting in collaboration,
to secure a dominant position over the supply of or demand for a Instruments which has the effect of fixing, directly
or indirectly, purchase or sale prices or creating other unfair trading conditions”, or “the buying or selling of a

Instrument the close of the market with the effect of misleading investors acting on the basis of closing prices.”

27 Reference is made to Article 47 (1) letter a) of the MiFID Implementation Directive (Commission Directive
2006/73/EC) and the Norwegian Securities Trading Regulations (STR) adopted under the STA 2007 where MiFID is
implemented. STR Section 10-28 contains specific rules on handling of client orders, including a requirement that
client orders must be entered into the trading systems immediately upon receipt and prioritized according to the time
of receipt, unless the type of order or market circumstances warrant otherwise. In addition, STA Section 10-12 and
STR Section 10-27 require the exchanges to adopt pre-approved guidelines for the timing and execution of client
orders. These new rules will however only apply to brokers/intermediaries being licensed as investment firms,
which, as a general rule, do not include Nasdaq Oslo brokers or Client Representatives. Where a particular trade
involves a client representative not licensed as an investment firm, abuses of the client orders of such client
representative may be subject to specific sanctions imposed by Nasdaq Oslo pursuant to the Market Conduct Rules,
as described elsewhere in this request. In addition, abusive conduct of client representatives not subject to
Finanstilsynet regulations may also be deemed a violation under Section 3-7 of the STA 2007 and, as such, may be
sanctioned by vindication of profits pursuant to Section 17-2 of the STA 2007 or other penalties imposed pursuant to
Section 17-3 of the STA 2007.

LONOI_8423351 v2_385248-00002 5/23/2019 9:54 PM


(2) A statement as to whether and how the foreign board of trade has executed the International
Information Sharing Memorandum of Understanding and Agreement.

Nasdaq Oslo is a signatory to the International Information Sharing Memorandum of
Understanding and Agreement.

LONO1_8128814v4


Framework. Please also see Section | above for a detailed description of Riksbanken’s program for its
ongoing supervision and oversight of the Clearinghouse.

Primarily the Clearinghouse is authorized in accordance with EMIR with the oversight the
Swedish FSA and the EMIR College. In addition, the Clearinghouse observes the CPMI IOSCO principles
with the oversight of Riksbanken. All public disclosures performed by the Clearinghouse in regards to
CPMI IOSCO are published on the website; _http://business.nasdag.com/trade/clearing/nasdaq-
clearing/about-nasdag-clearing/#tcm:5044-28255 and attached as Document S-4.

(iii) N/A

(iv) N/A — please see FI’s confirmation of investigations or disciplinary actions initiated by FI
against the Clearinghouse or any of its senior officers during the past year attached hereto as Document S-
3.

LONO1_8128810v4


5. Current or anticipated presence of offices or staff in the United States

Nasdaq Oslo as such does not have any offices in the United States, yet there are several entities
and offices within the Nasdaq Group located in the United States. Nasdaq Oslo’s employees periodically
visit the United States on business-related matters.

6. Anticipated volume of business emanating from members and other participants that
will be provided direct access to the foreign board of trade’s trading system

Nasdaq Oslo has currently EE physically located in the US,
member on the Nordic and German power market and the carbon emission

Exhibit A-2 to Form FBOT

Articles of association, constitution, or other similar organizational documents.
Note: This English language translation of the Norwegian language articles of association is an unofficial
translation made solely for information purposes, and does not form a part of the articles of association. In
case of discrepancy between the Norwegian original text and the English translation, the Norwegian text shall
prevail.
ARTICLES OF ASSOCIATION
(updated on general meeting held 6 November 2015, with effective date 1 December 2015)
§1
The company is a public limited company. The company name is Nasdaq Oslo ASA.
§2
The company’s place of business is Oslo.
§3
‘The company’s objective is to operate an exchange for commodity derivatives in accordance with the
Exchange Act of 29 June 2007 No 74 with appurtenant regulations, The company may also pursue other

operations in relation to the exchange operations to the extent applicable under the company’s authorization
to operate as an exchange. The company may also participate in other companies.

§4

The share capital is NOK 25.000.000 divided into 200.000 shares of value NOK 125,-, fully paid and
designated by name.

§5

LONOI_ 8423351 v2_385248-00002 5/23/2019 9:54 PM


(3) A description of the provisions to minimize and resolve conflicts of interest with respect to
membership on the governing board and significant committees of the foreign board of trade.

According to Section 15 of the Exchange Act 2007, each company acting as a regulated market is
required to establish internal rules and implement the measures necessary to ensure that conflict of interest
between the regulated market or its owners on the one hand and the market’s duties and functions on the
other hand are identified and managed. In order to minimize and resolve conflict of interest Nasdaq Oslo
has issued Conflict of Interest Policies Ce issued

HE Trading Rules according to the requirements of the Exchange Act and the STA 2007, issued Code
of Ethics a

In addition, the governance arrangements enable the mitigation of possible conflicts of interests
pertain to the separation of risk management organization from the business organization, compliance
organization working independently from the business line, and reporting directly to the relevant board of
directors within the Nasdaq Group, and the mandate of the independent Disciplinary Board of Nasdac

Further, Nasdaq Nordic Ltd. has established a Compliance Policy which is applicable for Nasdaq
Oslo. The policy defines the organization and tasks of the compliance function, including the reporting
procedure, as well as the general requirements set forth in respect of the compliance organization:
independence, responsibility area, relationship to the management and relationship to the closely related
functions (i.e. risk management and internal audit). In addition, the policy addresses the structures and
measures in place for identifying, handling and mitigating conflicts of interest.

Depending on the nature of a conflict, it should be reported in an ordinary compliance or internal
audit report, or referred directly to the discretion of the Oslo Board, and/or the Nasdaq Nordic Ltd., and/or
the Audit Committee of the Nasdaq Group Inc., e.g. from the Clearing Risk Committee.

LONOI_8128644v4


|

(6) Sufficient compliance staff and resources, including those outsourced or delegated to third parties,
to fulfill regulatory responsibilities.

I|ASDAQ COM’s compliance staff consists of a dedicated regulatory and compliance team
working closely together with the Market Surveillance.

|

(7) Rules that authorize compliance staff to obtain, from market participants, information and
cooperation necessary to conduct effective rule enforcement and investigations.

Members and their board of directors and employees are, upon written request by the Exchange,
under an obligation to as soon as possible provide the Exchange with all information the Exchange
considers relevant in respect of the Exchanges role in surveillance of the Market Conduct Rules and other
applicable laws and regulations. The duty to provide such information applies regardless of any
confidentiality undertakings and other duties of silence the Exchange Members may be placed under. For
further details, please see Section 7 of the Market Conduct Rules.

(8) Staff investigations and investigation reports demonstrating that the compliance staff investigates
suspected rule violations and prepares reports of their finding and recommendations.

The Market Surveillance undertakes formal reporting of suspected breaches of laws and
regulations to Finanstilsynet according to the requirements in its exchange licenses. Furthermore, with
approval of Finanstilsynet, there is informal information sharing among Finanstilsynet and various other
Norwegian government agencies, including antitrust and energy authorities. Market Surveillance
regularly publishes its reports, which can be found on the Nasdaq Oslo’s web site. Any sanctions imposed
are published after taking effect.

(9) Rules determining access requirements with respect to the persons that may trade on the foreign
board of trade, and the means by which they connect to it.

If an entity applying for an exchange membership fulfills the Exchange’s membership criteria
(please see Exhibit B to Form FBOT for further details on this) and signs all applicable membership
agreements (please see Exhibit A to Form FBOT) it will gain access to the Exchange’s trading system.
Please see Exhibit D to Form FBOT for information on the different means by which an entity can
connect to the trading system.

(10) The requirement that market participants submit to the foreign board of trade’s jurisdiction as a
condition of access to the market.

LONO1_8128811v4


Exhibit G-3 to the Form FBOT

A description of the foreign board of trade’s disciplinary rules, including but not limited to rules that
address the following:

(1) Disciplinary authority and procedures that empower staff to recommend and prosecute disciplinary
actions for suspected rule violations and that provide the authority to fine, suspend, or expel any market
participant pursuant to fair and clear standards.

(2) The issuance of warning letters and/or summary fines for specified rule violations.

(3) The review of investigation reports by a disciplinary panel or other authority for issuance of
charges or instructions to investigate further, or findings that an insufficient basis exists to issue
charges.

(4) Disciplinary committees of the foreign board of trade that take disciplinary action via formal
disciplinary processes.

(3) Whether and how the foreign board of trade articulates its rationale for disciplinary decisions.

(6) The sanctions for particular violations and a discussion of the adequacy of sanctions with respect to
the violations committed and their effectiveness as a deterrent to future violations.

The disciplinary rules are included in the Market Conduct Rules. If the Market Surveillance
suspects a breach of the Market Conduct Rules and its investigation supports this suspicion, then the
Market Surveillance may recommend disciplinary sanctions against the Exchange Member. Any
recommendation for disciplinary sanctions shall be in writing and be filed with the Disciplinary
Committee with copies to the relevant Exchange Member(s), and to the Oslo Board.

Irrespective of the above, the Market Surveillance may issue oral warnings to Exchange
Member(s) without filing with the Disciplinary Committee.

The Disciplinary Committee may upon receiving a filing as provided for above, request the Market
Surveillance to further investigate the case at hand and develop the factual and legal analysis or
recommendation.

The filing copy shall invite the market participant(s) and exchange trader(s) involved in the matter
to present their views to the Disciplinary Committee within two weeks. The market participant or
exchange trader may respond in writing or request a meeting with the Disciplinary Committee to present
its views. The market participant or exchange trader is however not under any obligation to present its
views.

The Disciplinary Committee may in special circumstances conduct its own investigations
includin; assigning tasks to qualified lawyers and other experts, at the Exchange’s cos‘

The Disciplinary Committee shall present its recommendation to the Oslo Board as soon as
possible and at latest within (4) weeks of the filing with the Disciplinary Committee unless the Oslo Board

LONO1_8128811v4


extends this time limit. The recommendation shall be in writing, with copies to the relevant market
participant(s) and exchange trader(s) involved, and include a factual description with legal reasons.

The Oslo Board shall in its full discretion decide if and what disciplinary sanctions that shall be
applied against the market participant(s) and/or exchange trader(s). The Oslo Board’s decision shall be
notified to the relevant market participant(s) and exchange trader(s), and the Disciplinary Committee.

In the event an Exchange Member is in breach of the NASDAQ COM Rules, the Exchange is
entitled to decide on one or more of the following actions against the party: (i) issue an oral warning; (ii)
issue a written warning; or (iii) in the event of a serious breach, impose a “violation charge” on the
Exchange Member of up to NOK 2,500,000. The amount of such charge shall be decided taking into
account the nature and severity of the breach, including whether the breach has been intentionally,
whether the Exchange Member or its board of directors or employees may otherwise be blamed for the
breach, any mitigating circumstances, as well as other relevant factors.

An Exchange Member may if the Exchange imposes a violation charge, file a complaint with the
Exchange Appeal Committee subject to further rules in the Exchange Regulations. Similarly an Exchange
Member or other person may complain to the Exchange Appeal Committee if the Exchange imposes a
daily charge under the Exchange Act 2007 Section 30. Such filing imposes a stay on the proceedings
concerned, with the exemption for daily charges. This will also apply to market participants not being
Exchange Members. However, handling of an appeal will then also require the consent from the
Exchange Appeal Committee.

LONO1_8128811v4


The minimum financial resources requirements that must be achieved by a Clearing
Representative is EUR 1 000 000 in total equity. The financial membership requirements are set out in the
Clearing Rules General terms As regards the evaluation process which NASDAQ COM performs in order
to ensure that potential members meet fit and proper standards, please see the detailed description in
Section 2 — “General comments” above and the Membership Form attached hereto as Document 34. The
Membership Form also describes the process by which applicants demonstrate its compliance with the
financial requirements for membership.

Clearing Clients
(0) Professional Qualification

There are no specific professional qualifications requirements in relation to Clearing Clients in
addition to the general requirements described above.

(ii) Authorization, Licensure and Registration

With reference to the differentiation presented under Section 2 Clearing Members above, neither
Norwegian law nor the COM Rules require that a Clearing Client must hold a specific authorization,
licensure or registration to be eligible as a Clearing Client.

(iii) Financial Integrity

The minimum financial resources requirements that must be achieved by a Clearing Client is EUR
300 000 in total equity. The financial membership requirements are set out in the Clearing Rules General
terms As regards the evaluation process which NASDAQ COM performs in order to evaluate the financial
recourses of the potential members and ensure that potential members meet fit and proper standards,
please see the detailed description in Section 2 — “General comments” above and the Membership Form
attached hereto as Document 34. The Membership Form also describes the process by which applicants
demonstrate its compliance with the financial requirements for membership.

LONO1_8128499v4


Nasdaq Oslo holds an exchange license and is responsible for operating all exchange traded
products. All trades with Nasdaq Oslo are subject to clearing with the Clearinghouse. Nasdaq Clearing is
authorized and supervised as a multi-asset clearinghouse by the Swedish Financial Supervisory Authority
in Sweden as well as authorized to conduct clearing operations in Norway through its Norwegian branch
by the Norwegian Ministry of Finance.

4. Governance and committee structure

General

The board of directors of Nasdaq, Inc."' has the ultimate accountability for major strategic and
commercial decisions within the Nasdaq Group, while each subsidiary within the Nasdaq Group has
primary legal and regulatory responsibility for its own actions.

In legal terms, the decisions relating to the operations of Nasdaq Oslo are the responsibility of the
board of directors of Nasdaq Oslo (the “Oslo Board”). Nasdaq Oslo is fully owned by Nasdaq Nordic

Ltd’?., which has a steering and coordinating role, and further, through a chain of holding companies, fully
sh Ns a

Thus, the Oslo Board shall adhere to the common policies and guidelines
within the Nasdaq Group, and more specifically, to the policies and guidelines within the Nasdaq Nordic
sub-group. In doing so, the Oslo Board has an obligation to assess that they are appropriate for the
purpose of Nasdaq Oslo. The Oslo Board is also responsible for Nasdaq Oslo’s adherence to the
regulatory standards for the Norwegian market and the Exchange’s compliance with all regulatory
requirements. The articles of association of Nasdaq Oslo establish the requirement that it shall adhere to
such regulatory standards. In addition, the Oslo Board has issued internal polices and guidelines in order
to ensure sufficiency of Nasdaq Oslo’s operations and compliance with the regulatory requirements
imposed on the Exchange by Finanstilsynet and applicable legislation.

The board and the President of Nasdaq Oslo

Nasdaq Oslo is headed by the Oslo Board which leads and controls the company. The Oslo Board
is made up of 5 executives from the Nasdaq Group. The members of the Oslo Board shall have the
relevant qualifications and professional experience, shall be of good repute and shall not otherwise have
engaged in any improper conduct which might give grounds to assume that their employment or
appointment will not be conducted in an appropriate manner. The Oslo Board appoints the President of
Nasdaq Oslo.

The duties and areas of responsibility of the Oslo Board are outlined and governed by the Public
Limited Liability Companies Act and the Exchange Act 2007. In addition to the aforementioned rules and
provisions, the Oslo Board has adopted Rules of Procedure to govern the internal work of the board, and
Instructions for the President (including delegation

TM NASDAQ OMX Group was in 2015 rebranded to Nasdaq Group.
"2 NASDAQ OMX Nordic Ltd was in 2015 renamed to Nasdaq Nordic Ltd.

'3 The board of directors of Nasdaq Nordic Ltd. is made up with a mix of executives from the Nasdaq Group and
highly reputed people from the financial sector in the Nordic.

LONO1_8423351 v2_385248-00002 5/23/2019 9:54 PM


Nord Pool ASA started listing European Union Allowances (“EUAs”) as standardized exchange
contracts in early 2005, thereby pioneering the exchange trading of carbon credits. Trading in project-
based Carbon Emission Reduction units (“CERs”) was introduced in 2007, becoming the first exchange
market for CERs. In 2008, Nord Pool ASA received no action relief from the Commodity Futures
Trading Commission (“CFTC” or “Commission”) which allowed Nord Pool ASA to provide direct
access to its order matching engine to US persons without requiring registration with the Commission as a
designated contract market.

In 2008, the Nasdaq Group’ acquired the clearing business — Nord Pool Clearing ASA — and Nord
Pool Consulting AS’ from Nord Pool ASA. The acquired companies were later merged into NASDAQ
OMX Stockholm AB (“Nasdaq Stockholm*’) (which today, through its Norwegian branch’, functions as
the Exchange’s clearing house (“Nasdaq Clearing” or the “Clearinghouse”)).

In 2010, the Nasdaq Group acquired the exchange business Nord Pool ASA, following Statnett’s
and Svenska Krafinat’s decision to exercise their option to sell the shares in the company. In conjunction
with the acquisition of Nord Pool ASA, Nord Pool ASA changed name to NASDAQ OMX Oslo ASA.
The Nasdaq Group had now acquired both the Nord Pool clearing and exchange business. The clearing
business (Nord Pool Clearing ASA and Nord Pool Consulting AS) had been merged into NASDAQ OMX
Stockholm in 2008, while the exchange business (Nord Pool ASA) was kept in the Norwegian legal entity
but changed name to NASDAQ OMX Oslo ASA.

In 2012, the Nasdaq Group acquired NOS Clearing ASA (“NOS”), which primarily cleared
freight derivative contracts. NOS has been integrated into Nasdaq Clearing.

For further information on the history of Nasdaq Oslo see www.nasdagomxcommodities.com.

The Exchange (Nasdaq Oslo) and the Clearinghouse (Nasdaq Clearing) are hereinafter jointly
referred to as “NASDAQ COM”.

3. Corporate structure

K—_——————EEE

5 See CFTC Letter No. 08-14 at: http://www.cftc.gov/ide/groups/public/@lrlettergeneral/documents/letter/08-14.pdf

© Please note that various Nasdaq Group entities have had one or more name changes over the past few years. In this
application, all Nasdaq entities will be referred to be their current legal name.

7 Nord Pool Consulting AS was a company which at that time assisted governments to plan for changes in their
electricity markets.

8 The Clearinghouse was renamed to Nasdaq Clearing AB (“Nasdaq Clearing”) in 2015.

° The Norwegian branch is not a separate legal entity but a part of Nasdaq Stockholm AB. Both in Norway and
Sweden it is possible for a foreign company that wishes to engage in business activities in either country to set up
such business without registering a subsidiary, instead you register a branch. The Branch is incorporated under the
name Nasdaq Clearing Oslo.

10 Bach are now Nasdaq Oslo and Nasdaq Stockholm, respectively.

LONO1_8423351v2_385248-00002 5/23/2019 9:54 PM


Exhibit A-6 to the Form FBOT

The current rules, regulations, guidelines and bylaws of the foreign board of trade.

In addition to the Norwegian statutory law, NASDAQ COM has adopted internal rulebooks that
further regulate the obligations and rights of the market participants in trading (the “Trading Rules”) and
clearing and settlement processes (the “Clearing Rules”) to assure compliance with the external
government regulations (jointly the “COM Rules”).

The current COM Rules are attached hereto as follows:

Trading Rules:

General Terms — Trading Rules: Document 18
Trading Appendix 1 — Definitions (joint with the Clearing Rules): Document 19

Trading Appendix 2 — Contract Specifications (joint with the Clearing Rules): Document
20

Trading Appendix 3 — Trading and Clearing Schedule (joint with the Clearing Rules):
Document 21

Trading Appendix 4 — Trading procedures: Document 22
Trading Appendix 5 - ETS User Terms: Document 23

Trading Appendix 6 — Market Conduct Rules (joint with the Clearing Rules): Document
24

Trading Appendix 7 — Fee List (joint with the Clearing Rules): Document 25

Trading Appendix 8 - Block Trade Facility Procedure: Document 22a

Clearing Rules:

General Terms — Clearing Rules: Document 26
Clearing Appendix 1 — Definitions (joint with the Trading Rules): Document 19
Clearing Appendix 2 — Contract Specifications (joint with Trading Rules): Document 20

Clearing Appendix 3 — Trading and Clearing Schedule (joint with the Trading Rules):
Document 21

Clearing Appendix 4 — Non Exchange Clearing Procedure: Document 27
Clearing Appendix 5 — Clearing System User Term: Document 28

Clearing Appendix 6 — Market Conduct Rules (joint with the Trading Rules): Document
24

LONO1_8423351v2_385248-00002 5/23/2019 9:54 PM


committee consists of three members, all to be appointed by the board for a term of two years. The
members of the disciplinary committee are carefully elected to secure high competence in legal and
market matters and proper representation of the Exchange Members and the Exchange. Please see Exhibit
C to Form FBOT for further information about the disciplinary committee. The disciplinary committee
works on cases identified by the market surveillance department. A description of the market surveillance
department is provided in Exhibit G to Form FBOT.

In addition, all employees are also subject to a special set of ethical guidelines, which pays
particular attention to their duty of confidentiality, conflicts of interest and opportunities to own financial
instruments pursuant to sections 14-16 of the Exchange Act 2007.

Continuous efforts are being devoted to the further development of corporate governance at
Nasdaq Oslo.

Compliance organization

The board of directors of Nasdaq Nordic Ltd. (the parent company of Nasdaq Oslo), continuously
steers each Nordic subsidiary of the Nasdaq Group in order to develop a common view and common
practices with respect to rules, regulations and market practices. In addition, the board of Nasdaq Nordic
Ltd. has a supervisory role to ensure that Nasdaq Oslo is acting in compliance with the relevant financial
market regulations in its trading functions. However, as mentioned above, it is the Oslo Board who has
the ultimate responsibility to ensure that Nasdaq Oslo complies with all regulatory requirements and
regulations.

The compliance organization of Nasdaq Nordic Ltd. covers all subsidiaries with a license to
operate regulated markets or clearing and settlement functions, including Nasdaq Oslo. The compliance
organization, as part of the Office of General Counsel department (“OGC”), is currently comprised of the
Head of OGC in Nordic/Baltic and compliance liaison officers in each licensed Nasdaq Nordic subsidiary,
including Nasdaq Oslo. Generally, the compliance organization undertakes to oversee compliance by
Nasdaq Oslo with applicable laws and regulations, as well as internal guidelines and obligations related to
the compliance policy.

On a day-to-day basis, the NASDAQ COM’s employees at OGC in the Stockholm and Oslo

office are responsible for ensuring compliance with requirements under applicable legislation. The
Nasdaq European Legal department_is headed _b It features a dedicated
Nordic/Baltic legal team headed by which responsibility includes compliance for

Nasdaq authorised entities in the Nordic and Baltic area. The legal department supports the operative
management on a daily basis in ensuring compliance with NASDAQ COM's requirements in particular
with respect to the securities market legislation and governance issues.

In addition to the OGC, the Exchange’s surveillance department could also be regarded as a part
of the compliance organization of Nasdaq Oslo. The surveillance department’s work is however mainly
focusing on the Exchange Members’ compliance with the Trading Rules and applicable legislation. The
main task for the surveillance department is to monitor the market participants’ orders, trades and
reporting of non-order book trades. If the market surveillance department suspects any breach of the
Trading Rules, it shall perform an investigation of the suspected breach. Further information on the
market surveillance department is presented in Exhibit G to Form FBOT.

LONO1_8423351 v2_385248-00002 5/23/2019 9:54 PM


2. Clearing Client

A Clearing Client (“CC”) is an entity that has been approved by the Clearinghouse to have
transactions subject to clearing through a Client Representative (“CR”) (only a CM can act as a CR), for
registration in a clearing account where the CC is the account holder. A CC cannot be a member of the
Exchange. Clearing Clients are counterparties to the Clearinghouse under clearing transactions.
However, all communication between the CC and the Clearinghouse takes place through the CR.

3. Client Representative

A Client Representative (or CR) is a clearing member who represents a CC in respect of trading.
A CR will trade on behalf of the CC and allocate the trades to its CC’s clearing accounts.

4, Restrictions applicable to Clearing Members

Risk Management will make a credit evaluation of each Clearing Member prior to the
commencement of clearing. Based on such evaluation, a base collateral will be set for the Clearing
Member and this base collateral must be maintained throughout the clearing membership. In addition to
the base collateral, the Clearinghouse will each day calculate a collateral call for each clearing account for
that day. Collateral may be posted through one or through a combination of the collateral arrangements
offered by the Clearinghouse.

A Clearing Member must establish and maintain appurtenant arrangements to be able to perform
its delivery obligations under the Clearing Rules.

General comments as to access to the clearing platform

In principle only members of the Exchange have access to the clearing platform. Members may
grant access to the clearing platform for third parties.

LONOI_8128499v4


COMMODITY FUTURES TRADING COMMISSION
FORM FBOT
FOREIGN BOARD OF TRADE APPLICATION FOR REGISTRATION
(IN ORDER TO PERMIT DIRECT ACCESS TO MEMBERS AND

OTHER PARTICIPANTS)

Name of applicant as specified in organizational documents

Address of principal executive office
1 Ifthis Form FBOT is a new application for registration, complete in full and check
here.
If this Form FBOT is an amendment to a pending application or to a final application
that resulted in the issuance of an Order of Registration, list and/or describe all items
that are amended or otherwise updated and check here.

When appropriate, please attach additional _page(s) containing a list and explanatory

statement_of amendment(s) or update(s).

For ease of reference, this application has been completely updated from the one
originally sent to the Commission on August 20, 2012. A blacklined version of the

relevant documents is available upon request.

GENERAL INFORMATION
1. Name under which the business of the foreign board of trade will be conducted,
if different than name specified above:

Nasdaq Oslo ASA

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Exhibit E-3 to the Form FBOT

Demonstrate that the contracts are required to be cleared.

According to Section 1.2 of the Trading Rules (please see Document 18), all Exchange
transactions are automatically and mandatorily subject to clearing, with the Clearinghouse acting as
central counterparty in each corresponding clearing transaction. This is also manifested in Trading
Appendix 4, Section 7.3 of the Trading Rules (please see Document 22).

LONOI_8128766v4


Exhibit A-3 to the Form FBOT

(1) Membership and trading participant agreements.
(2) Clearing agreements.

Copies of the membership and trading participant agreements (the “Trading Agreements”) and
the clearing agreements (the “Clearing Agreements”) are attached hereto as follows:

Trading Agreements:

¢ Trading Agreement A — Exchange Membership Agreement: Document 2

e Trading Agreement B—Non-Clearing Membership Agreement: Document 3

e Trading Agreement C - Block Broker Membership Agreement: Document 3a
Clearing Agreements:

¢ Clearing Agreement A — General Clearing Membership Agreement: Document 4

© Clearing Agreement B — Clearing Membership Agreement: Document 5

© Clearing Agreement C — Clearing Client Agreement: Document 6

¢ Collateral Custody Account Agreement — Document 7

e General Terms for Collateral Custody Account~ Document 8

¢ Default Fund Custody Account Agreement — Document 9

© General Terms for Default Fund Custody Accounts— Document 10

e Loss Sharing Custody Account Agreement— Document 11

© General Terms for Loss Sharing Custody Account — Document 12

© Clearing Agreement F — Broker Agreement — Document 14

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The company’s board of directors shall consist of minimum five (5) members to be elected by the
general meeting. The general meeting shall elect chairman of the board. Board members shall be elected
among the employees to the extent set out in the prevailing corporate legislation.

The board of directors appoints the president. The president may not be a member of the board.

§6
Two (2) members of the board of directors have joint power of attorney to sign for the company.
§7

The ordinary general meeting, which is held annually within expiry of June, shall deal with and
decide the following matters:

Adoption of the annual financial statement and annual report, including distribution of share
dividend.

Any other matters which by virtue of law or the articles of association pertain to the general meeting.
The company’s general meetings may be held in Sweden as further set out by the board of directors.
§8

In other respects, reference is made to prevailing company legislation.

000000

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(5) For both the foreign board of trade and the clearing organization (unless addressed in Supplement
‘S-1), a report confirming that the foreign board of trade and clearing organization are in regulatory
good standing, which report should be prepared subsequent to consulting with the regulatory
regime/authority governing the activities of the foreign board of trade and any associated clearing
organization. The report should include:

(i) Confirmation of regulatory status (including proper authorization, licensure and
registration) of the foreign board of trade and clearing organization.

(ii) Any recent oversight reports generated by the regulatory regime/authority that are, in the
judgment of the regulatory regime/authority, relevant to the foreign board of trade’s status as a
registered foreign board of trade.

(iii) Disclosure of any significant regulatory concerns, inquiries or investigations by the
regulatory regime/authority, including any concerns, inquiries or investigations with regard to
the foreign board of trade’s arrangements to monitor trading by members or other participants
located in the United States or the adequacy of the risk management controls of the trading or
of the clearing system.

(iv) A description of any investigations (formal or informal) or disciplinary actions initiated by
the regulatory regime/authority or any other self-regulatory, regulatory or governmental entity
against the foreign board of trade, the clearing organization or any of their respective senior
officers during the past year.

1, The Exchange

(i)

(ii) Finanstilsynet last review of Nasdaq Oslo was in 2012. Finanstilsynet did as a result of the
review not issue any corrective orders.

(iii) N/A
(iv) N/A —

2. The Clearinghouse

(i) Please find attached as Document S-3 a confirmation from FI of Nasdaq Clearing’s regulatory
status as a clearinghouse.

(ii) Furthermore, FJ periodically performs reviews of Nasdaq Clearing to ensure that Nasdaq
Clearing meets the legal requirements under the license and applicable laws. For example, FI and
Riksbanken, the Swedish central bank, assess on an annual basis Nasdaq Clearing AB as central
counterparty. This yearly assessment is made on the basis of the CPMI/IOSCO principles. Please see
paragraph (iv) below for further details about the latest assessment. Every second year Nasdaq Clearing
updates the Disclosure Framework, please see latest version attached as Document S-4 Disclosure

LONO1_8128810v4


(4) Public Data, Adequate and appropriate trade data is available to users and the public.

Whenever a member provides data relating to transactions to the Exchange or the Clearinghouse
such data, as provided by the member in its original format, shall belong to the member. The member
however, irrevocably grants to the Exchange and the Clearinghouse a perpetual, non-exclusive, royalty-
free license (which shall survive the termination of any Trading/Clearing Agreement) to include such data
in the trade information and to use such data for whatever purpose in accordance with the Trading and
Clearing Rules. The Exchange and the Clearinghouse shall treat the identity of the member as
confidential.”

General trade data which is not client specific is made available to the public on the Exchange’s
website www.nasdaqcommodities.com. The information is continuously updated and includes bids,
asks, last traded, highest and lowest traded, closing price etc per product. In addition all trades reported
for clearing from the Block market are also published. Historical trade information (3 months back in
time) is available on the Exchange’s website. Further historical data is available in ‘.sdv’ and ‘TIP?
formats from the File Delivery Service (FDS) organized by the Global Data Products department within
Nasdaq Oslo.

(3) Reliability. The trading system has demonstrated reliability.

The Genium INET Trading system has a proven reliability, with several years of production use at
multiple exchanges around the world.

In order to ensure reliability the trading system is designed to manage breakdowns or failures in

The INET and ETR middleware is embedded within the Genium INET application.

(6) Secure Access. Access to the trading system is secure and protected.

Access to trading and clearing platform is limited via authorized extranet providers.

http://nordic.nasdaqomxtrader.com/memberextranet/extranet_providers/

(7) Emergency Provisions. There are adequate provisions for emergency operations and disaster
recovery.

2 Please see Section 11 of the Clearing Rules for further information about trade information.

LONO]_8128711v4


(2) A description of the process by which the foreign board of trade ensures that potential governing
board and committee members/other participants meet these standards.

According to the Exchange Act any new members to the governing board and anyone having
leading positions of the Exchange shall be preapproved by Finanstilsynet after a suitability review.

LONOI_8128644v4


Exhibit E-4 to the Form FBOT

Identify any contracts that are linked to a contract listed for trading on a United States-registered entity,
as defined in section 1a(40) of the Act. A linked contract is a contract that settles against any price

(including the daily or final settlement price) of one or more contracts listed for trading on such
registered entity.

N/A

LONO1_8128766v4


Exhibit C to Form FBOT

(1) A description of the requirements applicable to membership on the governing board and significant
committees of the foreign board of trade.

The Nasdaq Oslo Board (or “Oslo Board”)

The Oslo Board is carefully elected by the general meeting and approved by Finanstilsynet. The
members of the Oslo Board shall have the relevant qualifications and professional experience, shall be of
good repute and shall not otherwise have engaged in any improper conduct which might give grounds to
assume that their employment or appointment wil] not be conducted in an appropriate manner.

The Risk Committee

To comply with the requirements of section 11 of the Exchange Act 2007 and regulation
1080/2008 from the Norwegian Financial Supervisory Authority, NASDAQ COM has established an in-
house risk committee (the “Risk Committee”) and internal audit function which systematically and
continuously analyses the risks which might threaten the company’s strategic and operational goals.
Collaboration within the committee accordingly embraces all the key parts of the exchange trading and

clearing businesses in order to ensure that the systematic —e to risk has a sufficiently broad —

The members of the Risk Committee are carefully elected to secure high competence in risk
related issues and must possess deep knowledge in all aspects of the exchange and clearing operations.

The Disciplinary Committee

The Oslo Board appoints the disciplinary committee (the “Disciplinary Committee”) to advise
the Oslo Board in disciplinary matters under the Market Conduct Rules. The Disciplinary Committee
consists of three or five members, all to be appointed by the Board for a period of two years.

The members are carefully elected to secure high competence in legal and market matters and
proper representation of the Exchange Members and the Exchange in the Disciplinary Committee.

Exchange Members and associations representing market participants may present the Oslo Board
with proposals for members to the Disciplinary Committee.

LONO1_8128644v4


Nasdaq Oslo has a general right to reject, cancel or refuse to display or match any orders which it
deems would contravene the Trading Rules or applicable law, cf. Section 5.6 of Trading Appendix 4 to the
Trading Rules. The market place service Nasdaq Oslo performs the assessment as to whether an order
shall be rejected, cancelled or refused, or whether a transaction shall be cancelled, in accordance with the
abovementioned regulations.

(3) A trade surveillance system appropriate to the foreign board of trade and capable of detecting and
investigating potential trade practice violations.

Automatically generated alerts have been set up in the surveillance system with certain
predetermined conditions or values in order to increase detection of suspected market abuse and other
breaches of the Trading Rules. Based on such alerts and other inputs market surveillance execute
investigations in order to detect possible market abuse. Please also see Exhibit G-2 (5) below for
information about the surveillance system.

(4) An audit trail that captures and retains sufficient order and trade-related data to allow the
compliance staff to detect trading and market abuses and to reconstruct all transactions within a
reasonable period of time.

NASDAQ COM has arrangements for recording transactions and the transaction data is
maintained for ten years.

(5) Appropriate resources to conduct real-time supervision of trading.

Pursuant to Norwegian legislation, in particular Section 27 of the Exchange Act 2007, all
exchanges are required to establish an internal market surveillance function. Based on the same provision
of the Exchange Act 2007, the Ministry of Finance has issued regulations setting forth market surveillance
guidelines.

The
Market Surveillance continuously monitors the market conduct of trading participants and investigates
possible breaches of the Trading Rules or applicable laws.

LONOI_8128811v4


Save as for the common polices and guidelines issued within the Nasdaq Group, in particular by
the board of directors of Nasdaq Global, Inc. and by the board of directors of Nasdaq Nordic Ltd., the
Oslo Board has autonomy with respect to operating the Exchange. The Oslo Board has direct
responsibility for major and significant decisions related to Nasdaq Oslo, as well as for the legal and
regulatory compliance of Nasdaq Oslo. The President of Nasdaq Oslo has direct responsibility for day-to-
day management and decisions related to Nasdaq Oslo, with reporting obligation to and being supervised
by the Oslo Board. All major decisions of legal or regulatory concern to Nasdaq Oslo need to be taken by
the Oslo Board, and consequently decisions by another Nasdaq entity would not be self-executing with
respect to Nasdaq Oslo.

The Oslo Board shall ensure that Nasdaq Oslo complies with its obligations under the regulatory
framework of Finanstilsynet and the Norwegian Ministry of Finance, including the obligations of Nasdaq
Oslo as an authorized body by the Ministry of Finance. The Oslo Board reviews and adopts policies on
risk management, internal control, compliance, security and communication, as well an internal audit
policy and plan. The Oslo Board has the power to appoint the members of committees to assist in the
governance of Nasdaq Oslo, including the disciplinary and risk committees. The day-to-day management
of Nasdaq Oslo is as stated above, the responsibility of the President. The President is, in particular,
responsible for decisions with regard to the day-to day management of the company’s business and shall
comply with the guidelines and instruction of the Oslo Board.

Under the Rules of Procedure, it is the Oslo Board that shall regularly evaluate the Exchange’s
administrative routines and guidelines for management and investment of the Exchange’s funds, approve
the policies with regard to risk management, internal control, security and communication, as well as the
annual plan and policy for internal audit and monitor that the President fulfils his obligations. Further,
operational incidents, claims and litigation issues and compliance issues as well as capital adequacy
assessments are reported regularly to the Oslo Board. Governance arrangements such as the Rules of
Procedure, Instructions for the President and other applicable policies are updated on a yearly basis or
when needed. Furthermore, and as described above, the Oslo Board has delegated certain powers to the
President by way of issuing Instructions for the President. The President shall among other things make
decisions regarding suspension of trading, listing and de-listing of instruments, amendments to the rules
and regulations of the Exchange, Exchange membership, suspension and termination of Exchange
membership, consultations from international or domestic authorities circulated for comments and finally
applications to the Disciplinary Committee and minor sanctions due to breach of rules. It shall be noted
that due to practical reasons, the President may, according to the Instructions for the President delegate the
decision listed above to certain senior management within the Nasdaq Oslo organization.

For further information about the Oslo Board and the President, please see Exhibit C to Form
FBOT.

Committees

To comply with various legal requirements, Nasdaq Oslo has established an in-house risk
committee and internal audit function which systematically and continuously analyses the risks which
might threaten the company’s strategic and operational goals. Collaboration within the committee
accordingly embraces all the key parts of the exchange trading and clearing businesses in order to ensure
that the systematic approach to risk has a sufficiently broad scope. The committee reports directly in a
separate annual report and indirectly through the line management to the President of Nasdaq Oslo.

Nasdaq Oslo has also established a disciplinary committee to advise the board in the event of

breaches of the Market Conduct Rules. Its duties are directly related to the vision of building a secure
market, since they form part of the work done to ensure that members retain their trust in the market. The

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Exhibit A-8 to the Form FBOT

A summary of any disciplinary or enforcement actions or proceedings that have been brought against
the foreign board of trade, or any of the senior officers thereof, in the past five years and the resolution
of those actions or proceedings.

The Exchange confirms that there neither are nor have been any disciplinary or enforcement
actions or proceedings brought against the Exchange or any of the senior officers thereof in the past five

years. Please also see attached hereto as Document 33 a confirmation from Finanstilsynet with respect to
this.

LONO1_8423351v2_385248-00002 5/23/2019 9:54 PM


(3) A description of the laws, rules, regulations and policies that govern the authorization and ongoing
supervision and oversight of market intermediaries who may deal with members and other participants
located in the United States participants, including:

(i) Recordkeeping requirements.
(ii) The protection of customer funds.

(iii) Procedures for dealing with the failure of a market intermediary in order to minimize
damage and loss to investors and to contain systemic risk.

Section 3-9 of the STA 2007, applicable to all Norwegian investment firms regulates trade
practice matters with respect to trades in financial instruments including trades in Nasdaq Oslo’s listed
products. The section prohibits unfair business methods in trading in financial instruments.

STA 2007 Chapter 10 and the Securities Trading Regulations Chapter 10 include a number of
provisions on investment firm’s handling of client orders but these provisions does not apply to unlicensed
brokers/intermediaries. Section 10-28 of the Securities Trading Regulations regulation requires all client
orders to be executed in the order received, without undue delay and according to fair criteria where
clients and proprietary orders are not treated differently without proper cause. In addition, Section 10-28
of the Securities Trading Regulations imposes, among others, strict recordkeeping requirements with
respect to reception and execution of client orders (see English translation of Section 10-28 attached as
Document 17). In compliance with Section 10-28, licensed investment firms maintain electronic records
of all customer orders and trades. Further, Section 10-18 of STA 2007 also requires all investment firms
in Norway to file electronic reports with the regulator Finanstilsynet.

As mentioned above, under the Norwegian law, consistent with general European practice, a
market place or exchange is not responsible for the supervision of handling of client orders by
intermediaries. Rather, the state regulator responsible for licensing and supervision of the investment
firms (Finanstilsynet) conducts all relevant surveillance and enforcement.' Thus, for example, Nasdaq
Oslo’s internal regulations do not expressly require an intermediary to enter customer orders into ETS
immediately upon receipt.

} Reference is made to Article 47 (1) letter a) of the MiFID Implementation Directive (Commission Directive

2006/73/EC) and the Norwegian Securities Trading Regulations (STR) adopted under the STA 2007 where MiFID is
implemented. STR Section 10-28 contains specific rules on handling of client orders, including a requirement that
client orders must be entered into the trading systems immediately upon receipt and prioritized according to the time
of receipt, unless the type of order or market circumstances warrant otherwise. In addition, STA Section 10-12 and
STR Section 10-27 require the exchanges to adopt pre-approved guidelines for the timing and execution of client
orders. These new rules will however only apply to brokers/intermediaries being licensed as investment firms,
which, as a general rule, do not include all of Nasdaq Oslo’ brokers or Client Representatives.

In addition, abusive conduct of Client Representatives not
subject to Finanstilsynet’s regulations may also be deemed a violation under Section 3-7 of the STA 2007 and, as
such, may be sanctioned by vindication of profits pursuant to Section 17-2 of the STA 2007 or other penalties
imposed pursuant to Section 17-3 of the STA 2007.

LONO1_8128810v4


(1) Capacity of the foreign board of trade to detect, investigate, and sanction persons who violate
foreign board of trade rules.

The Market Surveillance continuously monitors the market conduct of trading participants, and
investigates possible breaches of the Market Conduct Rules or applicable laws. The Market Surveillance
has systems in place to monitor trading activities for evidence of market abuse or financial crime. Any
suspicions of such activity are reported to the Exchange’s regulator, i.e, Finanstilsynet.

If the Market Surveillance discovers conduct that appears to be in breach of the NASDAQ COM
Rules, including the Market Conduct Rules, it must conduct a further investigation. If the matter is not
resolved after initial investigation, a case will be opened. The Market Surveillance will continue
investigations, requesting information from the relevant market participants, and if relevant, other parties
and authorities.

In cases where the market participant does not comply with the duty to provide information on
request by Market Surveillance in relation to investigations, the Exchange may impose a daily fine until
the information is provided.

The disciplinary committee is responsible for recommending any sanctions for breach of the
applicable NASDAQ COM Rules to the Oslo Board.

Nasdaq Oslo may impose the following sanctions on a market participant found, in the course of
an investigation, to have violated the applicable rules:

1. oral warning;
. written warning;
3. a monetary penalty of up to NOK 2,500 000 for violations committed in the financial
market: or
4. withdraw the approval of the Exchange Trader.

The activities of the Exchange are subject to the supervision of Finanstilsynet. Nasdaq Oslo is
required to monitor and report suspicions on breach of Norwegian law, including market abuse issues, to
Finanstilsynet. If the Exchange suspects that the breach of the Market Conduct Rules continues after the
internal sanctions have been imposed on the market participant, it will send a report to the Finanstilsynet
for further investigation, which may result in additional sanctions or reporting to the public prosecution
authority (No.: Akokrim). Finanstilsynet has a separate unit generally responsible for investigating insider
trading and market manipulation (this unit is separated from the unit responsible for surveillance and
regulation of the exchanges, investment firms and other regulated institutions) and is staffed accordingly.

(2) Prohibition of fraud and abuse, as well as abusive trading practices including, but not limited to,
wash sales and trading ahead, and other market abuses.

Although the STA 2007 does not expressly address the concept of “wash sales”, Sections 3-8 of
the STA 2007 contain a broad general prohibition on market manipulation practices and prohibits any
“transactions or orders to trade which give, or are likely to give, false, incorrect or misleading signals as to
the supply of, demand for or price of financial instruments, or which secure the price of one or several
financial instruments at an abnormal or artificial level” as well as “any transactions entered into or orders
to trade given in relation to any form of misleading conduct”. The broad scope of Section 3-8 should
effectively encompass a prohibition on any “wash trading”.

LONO!_8128811v4


Visible Volume Order: the part of a Hidden Volume Order that shall be displayed in ETS.

Limit Order: an order to be matched at the order price or better for as much of the order
volume as possible and otherwise cancelled at the end of opening hours the relevant bank
day.

Market Order: an order to be matched immediately at best available price for as much of
the order volume as possible and otherwise cancelled.

Linked Orders: Orders where a combination of maximum ten orders is combined with an
exclusive condition on the maximum volume level. The volume of all legs are reduced
proportionally when one of the legs are traded.

Stop Order: Order that is submitted automatically as a Limit Order or Market Order once
a certain price condition of an Instrument is met. The price condition is predefined by the
User.

Section 5 of Trading Appendix 4 (please see Document 22 attached hereto) sets out provisions
regarding duration of orders accepted. According to Section 5.1, an order is valid from the time of
registration in the ETS, until it is matched, cancelled or amended (provided that the amendment does not
only imply reduction of order volume), or has expired pursuant to its individual order specification.
Amendments to or cancellations of orders become effective when such are registered in ETS. This also
applies to amendments and cancellations submitted to MTS, which are registered in ETS by MTS on the
Exchange Member’s behalf. The MTS will endeavor to register any such amendments and cancellation in
a chronological order. Please see Document 22 for further information.

(9) Information that must be included on orders.

All orders shall include the following information to be valid:

LONOI_8128711v4

the identity of the Exchange Member making the Order;
the Series Designation of the applicable Series;

whether the Order is a Bid or an Offer;

The Order volume;

The Order Price;

The Order type;

Possible combination terms in accordance with Section 5.5 of Trading Appendix 4 (please
see Document 22 attached hereto);

The Hidden Volume and the Visible Volume (if Hidden Volume is not specified the entire
Order will be deemed Visible Volume);


(4) A statement as to whether the regulatory authorities governing the activities of the foreign board of
trade and clearing organization are signatories to the Declaration on Cooperation and Supervision of
International Futures Exchanges and Clearing Organizations. If not, a statement as to whether and
how they have committed to share the types of information contemplated by the International
Information Sharing Memorandum of Understanding and Agreement with the Commission, whether
pursuant to an existing memorandum of understanding or some other arrangement.

F] (primarily supervising the Clearinghouse) is a signatory to the Declaration on Cooperation and

Supervision of International Futures Exchanges and Clearing Organizations.
Finanstilsynet_is

information sharing agreements (see above)

LONOI_8128814v4


¢ If applicable and/or desirable: Any additional information as mandated and/or allowed by
(i) the Trading Rules (including the Market Conduct Rules) and/or (ii) the prevailing
functionality of the ETS.

In case of orders registered through the ETS, the functionality of the ETS will automatically
validate that the information requirements set out are fulfilled for all orders registered.

(10) Trade confirmation and error trade procedures.

Trade confirmations and the handling of errors are addressed in Trading Appendix 4, Sections 7,
9, 10 and 11 of the Trading Rules. Please see Document 22 attached hereto for a detailed description of
the Exchange’s procedures in relation to trade confirmation and trade errors.

(11) Anonymity of participants.

The anonymity of the participants is regulated in Section 9 of the Trading Rules’ General Terms;
please see Document 18 for further details. According to this section all exchange trading shall be carried
out on an anonymous basis and the identities of the applicable Exchange Members shall not be disclosed.
However, in relation to this we would like to point out that the anonymity of the participants does not
apply in relation to the Exchange. Accordingly, the Exchange knows which participants who are trading
at each point in time, which facilitates surveillance and enforcement of applicable regulation.

(12) Trading system connectivity with clearing system.

All trades executed on the Exchange are automatically cleared through Genium INET Clearing.

i

(13) Response time.

Response times or latency are measured on different levels in the system:

LONO1_8128711v4


Two members elected by and from among the employees supplement the board when
administrative matters are dealt with. es

Finanstilsynet’s aim is to ensure that financial institutions and markets function securely and
efficiently in the best interest of society and users of financial services, and that service providers are
afforded an appropriate framework for their operations.

According to Section 3 of the Norwegian Act on the Supervision of Credit Institutions, Insurance
Companies and Securities Trading etc., attached hereto as Document 36, Finanstilsynet shall “ensure that
the institutions it supervises operate in an appropriate and proper manner in accordance with law and
provisions issued pursuant to law and with the intentions underlying the establishment of the institution,
its purpose and articles of association”.

Through its supervision of enterprises and markets, Finanstilsynet strives to promote financial
stability and orderly market conditions and to instill confidence that financial contracts will be honored
and services performed as intended. Finanstilsynet is responsible for the supervision of banks, finance
companies, mortgage companies, insurance companies, pension funds, investment firms, securities fund
management and market conduct in the securities market, stock exchanges and authorized market places,
settlement centers and securities registers, estate agencies, debt collection agencies, external accountants
and auditors.

To achieve its goals Finanstilsynet engages in a wide range of oversight activities, complying with
internationally recognized standards and methods of supervision, such as on-site inspections and off-site

supervision.

For more information about Finanstilsynet please see the following web _ site:
www. finanstilsynet.no.

LONO1_8128810v4


All members and collateral providers are monitored on a regular and continuous basis, in order to
ensure that the membership requirements are fulfilled and that NASDAQ COM’s risk exposure is in line
with the applicable policies.

NASDAQ COM may at any time ask the member to submit financial information and otherwise
monitor members’ financial standing and soundness, level of competence and other matters relevant to the
fit and properness of the member. Members are obliged to promptly provide and procure such financial
information and documents as NASDAQ COM requests. Members are also obliged to immediately notify
NASDAQ COM on any changes within the entity that are relevant for the membership.

With specific regard to financial solidity and the financial requirements (as described above), the
risk management department collects audited financial statements and ensure that all members are
compliant with the internal credit risk policy. Public information and credit ratings etc (where available)
is monitored to help identify major changes which may affect the financial solidity of each member, both
positively and negatively. The base collateral placed by each member may from time to time be
recalculated based on the member’s updated financial position and trading volumes.

Members, who are deemed to represent an elevated credit risk compared to other members, are set

on a credit watch list and their exposure towards NASDAQ COM is being monitored daily. In addition,
there is an increased attention to information relating to such members.

Specific requirements
1) General Clearing Member
0) Professional Qualification

There are no specific professional qualifications requirements in relation to the General Clearing
Members in addition to the general requirements described above.

(ii) Authorization, Licensure and Registration
A General Clearing Member must be an entity with one of the following qualifications:

* A credit institution licensed in accordance with legislation implementing the Directive
2006/48/EC (Consolidating Banking Directive);

© An investment firm licensed in accordance with legislation implementing the Directive
2004/39/EC (Markets in Financial Instruments Directive); or

e An entity holding a similar license from another jurisdiction approved by NASDAQ
COM.

The General Clearing Member must hold all authorizations necessary under applicable laws for
acting as such..

(iii) Financial Integrity

The minimum financial resources requirements that must be achieved by a General Clearing
Member is EUR 20 million in restricted equity..

The financial membership requirements are set out in the Clearing Rules General terms.

LONO1_8128499v4


the requirements for neutrality between the members. Finanstilsynet may on its own initiative require
changes to the rules if they fail to satisfy the law or regulations made pursuant to law.

(vi) The extent to which the regulatory regime/authority reviews and/or approves futures, option
or swap contracts prior to their being listed for trading.

The authorization from the Ministry of Finance defines at all times the instruments that the
Exchange can list for trading. Listing of any new instruments requires an additional authorization from
the Ministry of Finance.

(vii) The regulatory regime/authority’s approach to the detection and deterrence of abusive
trading practices, market manipulation, and other unfair trading practices or disruptions of the
market.

According to Finanstilsynet’s annual report from 2015,the overarching aim of supervision and
monitoring of compliance with the market conduct rules is to safeguard the reputation of the Norwegian
market and thereby its role as a well-functioning source of capital.

The rules on unlawful insider trading, market manipulation and due care in handling inside
information are at centre-stage. Finanstilsynet also oversees compliance with the rules on the preparation
of insider lists, the duty to investigate, the prohibition of unreasonable business methods, notification rules
and rules requiring the disclosure of acquisitions of large shareholdings. Hence a wide range of target
groups is involved: investors, advisers, issuers of financial instruments and their partners, including
investment firms. The object is to bring to light and prosecute unlawful conduct in the securities market
and, insofar as the conduct rules are applicable, in the markets for commodity derivatives. The supervisory
effort is intended to have both an individual and a general deterrent effect in the market.

LONO1_8128810v4


The general prohibition on market manipulation provided for in STA 2007 is enforced by
Finanstilsynet and Nasdaq Oslo and applies to both licensed and unlicensed intermediaries. Regulations
on prohibition of fraud and abuse as well as abusive trading practices, is included in the Trading Rules; in
particular in Section 5 cf. Enclosure 1 of the Market Conduct Rules.

The Market Conduct Rules contain a prohibition for the Exchange Members to engage in market
manipulation trading. According to the Market Conduct Rules, market manipulation trading means:

a) transactions or orders to trade:

i. which give, or are likely to give, false or misleading signals as to the supply of,
demand for or price of a listed product; or

ii. which secure, by a person, or persons acting in collaboration, the price of one or
several products at an abnormal or artificial level,

unless the persons who have entered into the transactions or issued the orders to
trade establishes that his reasons for so doing are legitimate and that these
transactions or orders to trade conform to accepted market practices; or

b) transactions or orders to trade which employ fictitious devices or any other form of
deception or contrivance; or

¢) dissemination of information through media, including the Internet, or by any other means,
which gives, or is likely to give, false or misleading signals as to listed products, including
the dissemination of rumors and false or misleading news, where the person who made the
dissemination knew, or ought to have known, that the information was false or misleading.

In addition to these circumstances, the following conduct will always constitute market
manipulation under the Market Conduct Rules:

a) conduct by a person, or persons acting in collaboration, to secure a dominant position over
the supply of or demand for a listed product which has the effect of fixing, directly or
indirectly, purchase or sale prices or creating other unfair trading conditions; or

b) the buying or selling of a listed product at the close of the market with the effect of
misleading investors acting on the basis of closing prices; or

c) taking advantage of occasional or regular access to the traditional or electronic media by
voicing an opinion relevant to a product while having previously taken positions on that
product and profiting subsequently from the impact of the opinions voiced on the price of
that instrument, without having simultaneously disclosed that conflict of interest to the
public in a proper and effective way.

Further, according to the Market Conduct Rules, Exchange Members are prohibited to register
orders when they hold insider information. Insider information means in this context any information of a
precise nature which has not been made public relating directly or indirectly to one or more listed products
and which market participants would expect to receive in accordance with accepted market practice. An
Exchange Member including its board of directors and employees are subject to a duty of confidentiality
in respect of insider information and may not disclose such information to persons or entities to whom
such information does not concern prior to the information has been distributed to and published by the
Exchange.

LONO1_8128811 v4


SIGNATURES

By signing and submitting this Form FBOT, the applicant agrees to and consents that the notice
of any proceeding before the Commission in connection with the foreign board of trade’s
application for registration or registration with the Commission may be given by sending such
notice by certified mail or similar secured correspondence to the persons specified in sections 3a
and 3b above,

Nasdaq Oslo ASA {Name of the Foreign Board of Trade] has duly caused thjs Form FBOT to be
signed on its behalf by the undersigned, hereunto duly authorized, this b [Number]
day of 2. [Month], .<0/F [Year].

Nasdaq Oslo ASA [Name of the Foreign Board of Trade] and the undersigned represent that
all information and representations contained herein are true, current, and complete. It is
understood that all information, documentation, and exhibits are considered integral parts of this
Form FBOT, The submission of any amendment to Form FBOT represents that all items and
exhibits not so amended remain true, current, and complete as previously filed,

Signature of Chief Executive Officer (or functional equivalent), on behalf of the Foreign
Board of Trade

Title

Nasdag Oslo ASA

Name of Foreign Board of Trade


Exhibit E-2 to Form FBOT

Demonstrate that the contracts are not prohibited from being traded by United States persons, i.e., the
contracts are not prohibited security futures or single stock contracts or narrow-based index contracts.
For non-narrow based stock index futures contracts, demonstrate that the contracts have received
Commission certification pursuant to the procedures set forth in § 30.13 and Appendix D to part 30 of
this chapter.

The contracts proposed to be made available in the United States are not security futures, single
stock contracts or narrow based index contracts which, under Section 6(h)(1) of the United States
Securities Exchange Act of 1934,as amended, U.S. persons may not enter into on or subject to the rules of
an FBOT, Further, Nasdaq Oslo does not list non-narrow-based stock index futures contracts (or any
other derivative contracts based on securities). Nasdaq Oslo’s listed contracts are limited to electricity,
natural gas and allowances contracts as set forth in Exhibit E-1 hereto.

LONOI_8128766v4


(8) Data Loss Prevention. Trading data is backed up to prevent loss of data.

(9) Contracts Available. Mechanisms are available to ensure that only those futures, option or swap
contracts that have been identified to the Commission as part of the application or permitted to be made
available for trading by direct access pursuant to the procedures set forth in § 48.10 are made available
Sor trading by direct access.

N/A — such mechanisms are not necessary as all contracts traded on the Exchange are subject to
the application.

(10) Predominance of the Centralized Market. Mechanisms are available that ensure a competitive,
open, and efficient market and mechanism for executing transactions.

As mentioned above, the Genium INET Trading engine is designed to execute transactions strictly
ona first come first served basis, which, inter alia, ensures a competitive market. In addition, all orders
placed in the trading system are visible for all market participants, including information on prices, traded
volumes ete., mechanisms which ensures a transparent, open and efficient market.

LONO1_812871 1v4.


N/A

LONO1_ 812881 1v4


the process of price quotation reflects the current market value of the instruments listed. An exchange is
required to operate such systems for carrying out trading, price quotation, transparency, information
distribution and market surveillance as are necessary in relation to the manner in which the business
activities are organized.

The Exchange Act 2007 establishes only a general capital requirement that Nasdaq Oslo as an
exchange at all times shall have its own funds which provide a satisfactory level of capital adequacy based
on the business of the exchange. A number of various factors must be considered when assessing the
exchange’s capital adequacy, including the risk of the business of the exchange, contractual risk,
operational risk and other special risks to which the exchange is exposed.!” Further, the Exchange Act
2007 provides that an exchange shall have reserve of liquidated assets, or access to such assets, which are
adequate taking into consideration the business of the exchange. Pursuant to Section 27 of the Exchange
Act 2007, which requires all exchanges to establish an internal market surveillance function, the Ministry
of Finance has issued regulations dated June 29, 2007 setting forth market surveillance guidelines. Market
surveillance is executed by Nasdaq Oslo. Market surveillance continuously monitors the market conduct
of trading participants and investigates possible breaches of the Nasdaq Oslo’s Market Conduct Rules
(which is a set of rules integrated as part of the Trading and Clearing Rules and enclosed hereto as
Document 24) or applicable laws. Nasdaq Oslo and its regulators utilize a several tier surveillance process
involving automated surveillance and human monitoring by trained experts.

Market surveillance undertakes formal reporting of
suspected breaches on laws and regulations to the Norwegian supervisory authorities according to the
requirements in the licenses. Furthermore, with approval of Finanstilsynet or the Norwegian Water
Resources and Energy Directive (“NVE”)'’, there is informal information sharing among Finanstilsynet
and various other Norwegian government agencies, including antitrust, energy and financial authorities.
Nasdaq Oslo’s market surveillance department regularly publishes reports for the previous period, which
can be found on Nasdaq Oslo’s web site. Any sanctions imposed are published after taking effect.

The Exchange Act 2007 contains the rules relating to regulated markets and exchanges which
have been introduced into European law by MiFID (2004/39/EF) in 2007. MiFID has the same basic
purpose as ISD, but it makes changes to the regulatory framework to reflect developments in financial
services and markets since the ISD was implemented. Certain more detailed rules not previously
contained in Norwegian law are now included in the Exchange Act 2007 which incorporates MiFID into
Norwegian law'’. In addition, the Exchange Act 2001 and 2007 are partly based on the guidelines issued
by CESR for regulated markets.”°

Below is a summary of some of the main Exchange Act 2007 rules and conditions which apply to
the business of Nasdaq Oslo:

1. The exchange must be organized as a public limited liability company.

17 Section 4-5 of the Exchange Act 2007.

18 NVE is a public regulatory body subordinated to the Norwegian Ministry of Petroleum and Energy and responsible
for the administration of Norway's water and energy resources.

!° Norway will also implement MiFID II and MIFIR into national law.

20 Under the ISD, as implemented in Norway to date, investment firms are subject to a full array of detailed customer
protection requirements, including requirements for disclosure funds protection and trading abuse prevention,
However, the ISD driven requirements do not presently apply to intermediaries for commodities derivatives. Thus,
an Exchange Member that is engaged solely in commodities derivatives intermediation, as opposed to other financial
investment, would not be subject to those requirements.

LONO1_8423351v2_385248-00002 5/23/2019 9:54 PM


participants, as well as to ensuring that the market offers good transparency and that the process of price
quotation reflects the current market value of the instruments listed.

When a company applies for an authorization as a regulated market, the application for
authorization must contain a business plan and information on the organization of the company that should
demonstrate that the statutory requirements are fulfilled. An application shall also include a copy of the
proposed rules of the regulated market.

(ii) The regulatory regime/authority’s program for the ongoing supervision and oversight of the
Soreign board of trade and the enforcement of its trading rules.

Finanstilsynet periodically performs reviews of the Exchange to ensure that Nasdaq Oslo meets the
legal requirements under the license and applicable laws. These reviews will typically begin with written
questions and document requests, whereafter on-site meetings are arranged where Finanstilsynet may
present additional questions, followed up with a formal report that the supervised institution is allowed to
comment on before the conclusions are made public. This process of review is to a large extent
standardized for all regulated entities (banks, insurance companies, investment firms, exchanges, clearing
houses etc.) and carried out by specialized teams at Finanstilsynet.

Nasdaq Oslo is also obligated to furnish Finanstilsynet with such information as Finanstilsynet
may require about matters related to its business and activities. Finanstilsynet may also, on its own
initiative and without notification, undertake on-site inspections.

(iii) The financial resource requirements applicable to the authorization, licensure or
registration of the foreign board of trade and the continued operations thereof.

As mentioned above, the Exchange Act 2007 stipulates that a regulated market must at all times
maintain own funds appropriate to the risk inherent in and the scope of the activities carried out by it. In
appraising the risk to which it is exposed, due account shall be paid to business risk, contractual risk,
operational risk and such other risk factors to which it is exposed. It is also required that a regulated
market at all times shall maintain holdings of liquid assets, or have access to such liquid assets, that may
be considered satisfactory to the regulated markets business activities and financial situation. The
Ministry of Finance may issue rules on the composition of liquid assets and what may be considered to be
their satisfactory level. Apart from the requirements described above, there are no specific financial
resource requirements applicable to the Exchange.

(iv) The extent to which the IOSCO Principles are used or applied by the regulatory
regime/authority in its supervision and oversight of the foreign board of trade or are
incorporated into its rules and regulations and the extent to which the regulatory
regime/authority reviews the applicable trading systems for compliance therewith.

Finanstilsynet, as an IOSCO member, supports the IOSCO Principles for Oversight of Screen
Based Trading Systems for Derivatives and apply those principles in its supervision and oversight of the
Exchange.

(v) The extent to which the regulatory regime/authority reviews and/or approves the trading
rules of the foreign board of trade prior to their implementation.

All changes and amendments to the NASDAQ COM Rules are provided to Finanstilsynet and FI at
least one month prior to the amendments enter into force. The review of the supervisory authorities
safeguards that the amendments do not violate applicable law, including that the amendments comply with

LONO1_8128810v4


(6) For both the foreign board of trade and the clearing organization (unless addressed in Supplement
S-1), a confirmation that the regulatory regime/authority governing the activities of the foreign board
of trade and the clearing organization agree to cooperate with a Commission staff visit subsequent to
submission of the application on an “as needed basis,” the objectives of which will be to, among other
things, familiarize Commission staff with supervisory staff of the regulatory regime/authority; discuss
the laws, rules and regulations that formed the basis of the application and any changes thereto;
discuss the cooperation and coordination between the authorities, including, without limitation,
information sharing arrangements; and discuss issues of concern as they may develop from time to
time (for example, linked contracts or unusual trading that may be of concern to Commission
surveillance staff).

LONO1_8128810v4


Notably, Nasdaq Oslo monitors the function of its markets but does not have the primary
responsibility for monitoring the relationship between market intermediaries (brokers) and their clients.
Under Norwegian law, this is a matter of direct regulation of the brokers by Finanstilsynet, to the extent
that the brokers are licensed investment firms.

2. Supervision by Finanstilsynet

Nasdaq Oslo is subject to the supervision of Finanstilsynet. The supervision of Nasdaq Oslo by
Finanstilsynet is manifested in Section 44 of the Exchange Act 2007.

Nasdaq Oslo is at all times obligated to furnish Finanstilsynet with such information as
Finanstilsynet may require about matters related to its business and activities. In particular, Fi inanstilsynet
monitors the capital levels of Nasdaq Oslo. Finanstilsynet may also, on its own initiative and without
notification, undertake on-site inspections.

Finanstilsynet periodically performs reviews of Nasdaq Oslo to ensure that Nasdaq Oslo meets the
legal requirements under the license and applicable laws. These reviews will typically begin with written
questions and document requests, whereafter on-site meetings are arranged where Finanstilsynet may
present additional questions, followed up with a formal report that the supervised institution is allowed to
comment on before the conclusions are made public. This process of review is to a large extent
standardized for all regulated entities (banks, insurance companies, investment firms, exchanges, clearing
houses etc.) and carried out by specialized teams at Finanstilsynet.

Finanstilsynet, as an IOSCO member, supports the IOSCO Principles for Oversight of Screen
Based Trading Systems for Derivatives.

European and Norwegian law (cf. previous detailed references) set very high standards with
respect to the functioning of regulated markets, and it is our opinion that the IOSCO Principles are
reflected in the legislation applying to Norwegian regulated markets (the Exchange Act 2007 with further
regulations) and Finanstilsynet’s supervisory policy with respect to such markets.

3. The national statutes, laws and regulations governing the participants — regulatory
regime governing intermediaries

Sections 3-9 of the STA 2007, are applicable to all Norwegian market participants including non-
licensed intermediaries/brokers’ handling of client orders regulates trade practice matters with respect to
trades in financial instruments including exchange trades and OTC trades” in Nasdaq Oslo’s listed
products, The section prohibits unfair business methods in trading in financial instruments. Please see a
copy of the STA 2007 attached hereto as Document 16.

STA 2007 Chapter 10 and the Securities Trading Regulations Chapter 10 include a number of
provisions on investment firm’s handling of client orders but these provisions does not apply to unlicensed
brokers/intermediaries. Sections 10-28 of the Securities Trading Regulations require all client orders to be
executed in the order received, without undue delay and according to fair criteria where clients and
proprietary orders are not treated differently without proper cause. In addition, Sections 10-28 of the
Securities Trading Regulations impose, among other, strict recordkeeping requirements with respect to
reception and execution of client orders (see English translation of Sections 10-28 attached as Document
17 hereto). In compliance with Sections 10-28, most Norwegian investment firms maintain electronic
records of all customer orders and trades. Further, Sections 10-18 of STA 2007 also requires all
investment firms in Norway to file electronic reports with the regulator Finanstilsynet.

23 Currently NASDAQ COM does not offer OTC clearing.

LONOI_8423351v2_385248-00002 5/23/2019 9:54 PM


3b. If different than above, primary contact at the foreign board of trade that is authorized to

receive all forms of Commission correspondence:

Name:

Title:

Email Address:

Mailing Address:

Phone Number:

Fax Number:

BUSINESS ORGANIZATION

Describe organizational history, including date and, if applicable, location of filing of original
organizational documentation, and describe all substantial amendments or changes thereto, For
example:

Nasdaq Oslo ASA is a Norwegian publictlimited company incorporated and having its principal
office at Skayen, Norway; Nasdaq Oslo ASA is authorized by the Norwegian Ministry of Finance

and supervised by Finanstilsynet, the Norwegian Financial Supervisory Authority (“Finanstilsynet”)

the ees So ig

“8


(3) The security features of the systems.

Nasdaq Oslo ensures the security of its trading system by restricting access only to authorized
users. Each authorized user category is given a unique user profile that defines those transactions in
which the authorized user is permitted to engage. In addition, the trading system includes security
res that have been designed to prevent unauthorized access. Access to trading and clearing platform

(4) The length of time such systems have been operating.

The Genium INET Trading system has been operated at Nasdaq Oslo since 5 March 2012.
However, the system as such was released in 2010. The Genium INET trading system is a product of
Nasdaq Technology AB.

(5) Any significant system failures or interruptions.

There have been no significant system failures or interruptions.

(6) The nature of any technical review of the order matching/trade execution system performed by the
foreign board of trade, the home country regulator, or a third party.

(7) Trading hours.

Please see Document 21 (Trading and Clearing Schedule) for a detailed description of the trading
hours for each type of contract.

(8) Types and duration of orders accepted.

The Exchange generally accepts the following Order types in exchange listed products:

¢  Fill-and-kill Order: an order to be matched immediately at the order price or better for as
much of the order volume as possible and otherwise cancelled.

e  Fill-or-kill Order: an order to be matched immediately at the order price or better for the
whole order volume, and otherwise cancelled.

e Hidden Volume Order: an order where only part of the order volume shall be displayed in
ETS.

LONOI_8128711v4


(2) A description of all requirements for each category of membership and participation on the trading
system and the manner in which members and other participants are required to demonstrate their
compliance with these requirements. The description should include, but not be limited to, the
following:

(i) Professional Qualification. A description of the specific professional requirements,
qualifications, and/or competencies required of members or other participants and/or their staff
and a description of the process by which the foreign board of trade confirms compliance with
such requirements.

(ii) Authorization, Licensure and Registration. A description of any regulatory and self-
regulatory authorization, licensure or registration requirements that the foreign board of trade
imposes upon, or enforces against, its members and other participants including, but not
limited to any authorization, licensure or registration requirements imposed by the regulatory
regime/authority in the home country jurisdiction(s) of the foreign board of: trade. Please also
include a description of the process by which the foreign board of trade confirms compliance
with such requirements.

(iii) Financial Integrity. A description of the following:

(A) The financial resource requirements, standards, guides or thresholds required of
members and other participants.

(B) The manner in which the foreign board of trade evaluates the financial
resources/holdings of its members or participants.

(©) The process by which applicants demonstrate compliance with financial
requirements for membership or participation including, as applicable:

(i) Working capital and collateral requirements, and

(ii) Risk management mechanisms for members allowing customers to place
orders.

(iv) Fit and Proper Standards. A description of how the foreign board of trade ensures that
potential members/other participants meet fit and proper standards.

1. Exchange members

NASDAQ COM’s requirements for exchange membership are set forth in the general terms of the
Trading Rules, please see Document 18.

Prior to becoming a member on the Exchange, each applicant have to demonstrate that it is “fit
and proper” for the relevant membership category, including that it possesses a suitable organization,
necessary risk management routines etc. NASDAQ COM shall in its sole discretion decide whether the
applicant qualifies to be permitted as Exchange Member, applying principles of access on a neutral
and non-discriminatory basis. For the purpose of determining whether any applicant is qualified,
NASDAQ COM may establish minimum requirements (per membership category), examine the legal
status, experience and other information relating to any applicant, and may take such other steps as it may

LONO1_8128499v4


2. List of principal office(s) where foreign board of trade activities are/will be

conducted

(please use multiple entries, when applicable):

Office (name and/or
location):

Address:

Phone Number:
Fax Number:

Website Address :

3. Contact Information.

Olso

Karenslyst Allé 53

6" Floor

0279 Oslo, Norway

+47 67 52 8000

+47 67 52 8101

www.nasdagomx.convtransactions/markets/commodities

3a. Primary Contact for Form FBOT (i.¢., the person authorized to receive Commission

correspondence in connection with this Form FBOT and to whom questions regarding the

submission should be directed):

Name:

Title:
Email Address:

Mailing Address:

Phone Number:

Fax Number:

Associate Vice President -- Principal Associate
General Counsel

nm

_Karenslyst Allé 53

0279 Oslo, Norway



Exhibit E-5 to the Form FBOT

Identify any contracts that have any other relationship with a contract listed for trading on a registered
entity, i.e., both the foreign board of trade’s and the registered entity’s contract settle to the price of the
same third party-constructed index.

All the electricity products traded at the Exchange are in the delivery period settled against the
area specific reference prices respectively. The reference prices are the official underlying day-ahead
price of the respective area, Monday through Sunday, covering the time period 00.00-24.00 CET. Other
exchanges, like EEX, OMIE and APX ENDEX list similar futures products as Nasdaq Oslo. For further
details on this, please see Document 15 and the product specifications for the contracts.

LONO1_8128766v4


(4) A description of the rules with respect to the disclosure of material non-public information obtained
as a result of a member’s or other participant’s performance on the governing board or significant

committee.

Every employment contract includes a declaration of confidentiality based on the provisions of the
Exchange Act 2007 and the STA 2007.

LONO1_8128644v4.


(1) Algorithm. The trade matching algorithm matches trades fairly and timely.

The Genium INET Trading system accepts transactions strictly by first come first served principle
in the matching engine. However, orders are principally ranked and matched by order price. Orders with
the same order price are ranked and matched by their time of registration. There is a single sender
application (the matching engine) which distributes executions and market data simultaneously to all
listeners (gateways).

For further information on the ranking and matching of orders, please see Section 6 of Trading
Appendix 4 which is attached hereto as Document 22.

(2) IOSCO Principles. The trading system complies with the Principles for the Oversight of Screen-
Based Trading Systems for Derivative Products developed by the Technical Committee of the
International Organization of Securities Commissions (IOSCO Principles). Provide a copy of any
independent certification received or self-certification performed and identify any system deficiencies
with respect to the IOSCO Principles.

On 5 March 2012, NASDAQ COM migrated from CLICK/SECUR trading and clearing system to
the Genium INET Trading and Clearing platform, a trading and clearing platform used by Nasdaq’s
European equity and fixed income derivatives market. The Genium INET Trading platform has been
developed by Nasdaq, Inc. and is designed to be one of the fastest and most functionally complete multi-
asset trading platforms in the world. Nasdaq Oslo is of the opinion that the trading platform complies
with the Principles for the Oversight of Screen-Based Trading System for Derivative Products. .

(3) Audit Trail.

(i) The audit trail timely captures all relevant data, including changes to orders.

(ii) Audit trail data is securely maintained and available for an adequate time period.

Nasdaq Oslo’s record keeping obligations are manifested in the Trading Rules. According to
Section 3 of Trading Appendix 4, all orders and transactions in the ETS will be stored electronically and
kept by the Exchange in accordance with applicable law. To comply with this the matching engine

records a log of all transactions, order book changes and executions during the trading day in real time.
The transaction data is maintained for ten years.

LONOI_8128711v4


As regards the evaluation process which NASDAQ COM performs in order to evaluate the
financial recourses of the potential members and ensure that potential members meet fit and proper
standards, please see the detailed description in Section 2 — “General comments” above and the
Membership Form attached hereto as Document 34. The Membership Form also describes the process by
which applicants demonstrate its compliance with the financial requirements for membership.

Clearing Member
(7) Professional Qualification

There are no specific professional qualifications requirements in relation to the Clearing Members
in addition to the general requirements described above.

(ii) Authorization, Licensure and Registration

Neither Norwegian law nor the NASDAQ COM Rules require that a Clearing Member must hold
a specific authorization, licensure or registration to be eligible as a Clearing Member. As trading in
commodity derivatives is partly exempt from authorization requirements, specific authorization depends
on how they intend to act in the market'. The qualification requirements applicable to GCMs also apply to
Clearing Member that registers clearing transactions on behalf of its clients unless the Clearing Member
can document to the satisfaction of the Clearinghouse, that its activity do not require such license.

(iii) Financial Integrity

The minimum financial resources requirements that must be achieved by a Clearing Member is
EUR 1 000 000 in total equity. The financial membership requirements are set out in the Clearing Rules
General Terms. As regards the evaluation process which NASDAQ COM performs in order to evaluate
the financial recourses of the potential members and ensure that potential members meet fit and proper
standards, please see the detailed description in Section 2 — “General comments” above and the
Membership Form attached hereto as Document 34. The Membership Form also describes the process by
which applicants demonstrate its compliance with the financial requirements for membership.

Clearing Representative
(7) Professional Qualification

There are no specific professional qualifications requirements in relation to Clearing
Representatives in addition to the general requirements described above.

(ii) Authorization, Licensure and Registration
With reference to the differentiation presented under Section 2 Clearing Members above, neither
Norwegian law nor the NASDAQ COM Rules require that a Clearing Representative must hold a specific

authorization, licensure or registration to be eligible as a Clearing Representative.

(iii) Financial Integrity

| The main rule under Norwegian law is that investment services provided on a professional basis may only be
provided by companies authorized to do so by the ministry of finance. However, the STA, implementing MiFID
specifically exempts certain entities, trading commodity derivatives, from the authorization requirement.

LONOI_8128499v4


Exhibit A-4 to the Form FBOT

Terms and conditions of contracts to be available through direct access (as specified in Exhibit E).

Copies of the terms and conditions of contract to be available through direct access are attached
hereto as Document 15.

LONOI_8423351v2_385248-00002 5/23/2019 9:54 PM


Exhibit G-2 to Form FBOT

A description of the foreign board of trade’s trade practice rules, including but not limited to rules that
address the following:

(1) Capacity of the foreign board of trade to detect, investigate, and sanction persons who violate
foreign board of trade rules.

(2) Prohibition of fraud and abuse, as well as abusive trading practices including, but not limited to,
wash sales and trading ahead, and other market abuses.

(3) A trade surveillance system appropriate to the foreign board of trade and capable of detecting and
investigating potential trade practice violations.

(4) An audit trail that captures and retains sufficient order and trade-related data to allow the
compliance staff to detect trading and market abuses and to reconstruct all transactions within a
reasonable period of time.

(5) Appropriate resources to conduct real-time supervision of trading.

(6) Sufficient compliance staff and resources, including those outsourced or delegated to third parties,
to fulfill regulatory responsibilities.

(7) Rules that authorize compliance staff to obtain, from market participants, information and
cooperation necessary to conduct effective rule enforcement and investigations.

(8) Staff investigations and investigation reports demonstrating that the compliance staff investigates
suspected rule violations and prepares reports of their finding and recommendations.

(9) Rules determining access requirements with respect to the persons that may trade on the foreign
board of trade, and the means by which they connect to it.

(10) The requirement that market participants submit to the foreign board of trade’s jurisdiction as a
condition of access to the market.

LONOI_8128811 v4


Exhibit E-6 to the Form FBOT

Demonstrate that the contracts are not readily susceptible to manipulation. In addition, for each
contract to be listed, describe each investigation, action, proceeding or case involving manipulation and
involving such contract in the three years preceding the application date, whether initiated by the
Soreign board of trade, a regulatory or self-regulatory authority or agency or other government or
prosecutorial agency. For each such action, proceeding or case, describe the alleged manipulative
activity and the current status or resolution thereof.

To prevent manipulation of the contracts NASDAQ COM has established a well-functioning
market surveillance department (the “Market Surveillance”) to enforce the Market Conduct Rules
(attached hereto as Document 24). Market participants are prohibited from engaging in market
manipulation as defined in STA 2007 and the NASDAQ COM Rules. The definition of market
manipulation in the NASDAQ COM Rules stems from the definition of market manipulation in the EU
Market Abuse Directive 2003/6/EC, which sets forth a common framework prohibiting insider dealing
and market manipulation in the EU and the proper disclosure of information to the market.

The exchange regulation on market surveillance (No.: Forskrifi om markedsovervakning) for
Nasdaq Oslo regulates the tasks that the Market Surveillance performs. The main task of the Market
Surveillance is to monitor the market participants’ orders, trades and reporting of non-exchange trades in
the market.

| Market surveillance works to continuously

improve the existing alerts and to implement new alerts to enhance detection of the manipulative behavior.

All trading and price developments are carefully monitored by qualified personnel. Historically,
any significant price developments have been effectively and promptly identified by the Exchange,
following internal investigations and analysis. Traders and market participants also play an important role
in identifying significant price developments not supported by changed circumstances or availability of
new information in the market and providing leads for further investigations by the Market Surveillance.

LONO]_8128766v4


Exhibit F to Form FBOT

With respect to each relevant regulatory regime or authority governing the foreign board of trade,
attach (including, where appropriate, an indication as to whether the applicable regulatory regime is
dependent on the home country’s classification of the product being traded on the foreign board of
trade as a future, option, swap, or otherwise, and a description of any difference between the applicable
regulatory regime for each product classification type):

(1) A description of the regulatory regime/authority’s structure, resources, staff, and scope of authority;
the regulatory regime/authority’s authorizing statutes, including the source of its authority to supervise
the foreign board of trade; the rules and policy statements issued by the regulator with respect to the
authorization and continuing oversight of markets, electronic trading systems, and clearing
organizations; and the financial protections afforded customer funds.

1. General comment

Nasdaq Oslo is authorized as a commodity derivatives exchange (a Regulated Market within the
meaning of MiFID) by the Norwegian Ministry of Finance and supervised by Finanstilsynet, the
Norwegian Financial Supervisory Authority, in accordance with the Exchange Act 2007.

Finanstilsynet is the supervisory authority for the Exchange for all products being traded on the
Exchange. Finanstilsynet’s regulatory authority is not dependent on the classification of the product being
traded on the Exchange.

2. Finanstilsynet

Finanstilsynet is an independent government agency that implements and expands upon laws and
decisions emanating from the Norwegian Parliament, the Government and the Ministry of Finance and is
also guided by international standards for financial supervision and regulation. The supervision of Nasdaq
Oslo by Finanstilsynet is manifested in Section 44 of the Exchange Act 2007 (please see Document 1).

The table below sets out the organizational structure and the different departments of

Finanstilsynet. Further below follows a summary of the various departments and the individuals heading
such departments.

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2. The articles of association of the exchange and amendments to these must be approved by
the Ministry of Finance.

3. The person(s) who effectively runs the exchange operations shall have relevant
experience and be of good repute.

4, The board of directors of the exchange shall ensure that guidelines for the internal control
of the exchange are laid down.

5. Employees and officers of an exchange are subject to confidentiality obligations.
6. Anexchange shall have funds appropriate to the operations conducted.

7. The exchange shall have sufficient liquid/current assets or access to such assets taking
into consideration the business of the exchange at all times.

8. The exchange shall have rules supplementing the law.

For more details see the English translation of the Exchange Act 2007 attached as Document 1,
particularly Sections 3, 4, 5 and 8.

In addition to the Exchange Act 2007, the conduct of trading on Nasdaq Oslo is also governed by
other broad prohibitions on insider trading, price manipulation and improper business methods generally.
As mentioned above, Norway is signatory to the European Economic Area Treaty with the European
Union, and, accordingly, the financial directives of the European Union are applicable in Norway. Most
important in this respect is the Market Abuse Directive (Directive 2003/6/EC on insider dealing and
market manipulation)?!. This directive is supplemented by European Commission Directives and
European Commission Regulations that also apply to Norway. In particular, Commission Directive
2004/72/EC is relevant for Nasdaq Oslo’s market.

The Market Abuse Directive was implemented in Norway by the STA 2007. The STA 2007,
which extends to commodity derivatives, among other things prohibits misuse of insider information,
market manipulation and use of unreasonable business methods and provides criminal penalties for the
two former activities in accordance with pertinent STA 2007 provisions. In furtherance of this
prohibition, the Norwegian Ministry of Finance has issued regulations (Regulations of June 29, 2007 No
876) that include a list of “red flags” concerning market manipulation.

The avoidance of insider trading and market manipulation is a key objective for Finanstilsynet
with respect to its supervision of the financial markets. Finanstilsynet has taken an active stance in this
respect in the Norwegian market, and is also actively involved in the works of the Committee of European
Securities Regulators (“CESR””’), the organization of European financial regulators. CESR has
addressed market manipulation in “CESR 04/S05b Level 3 — first set of the CESR guidance and
information on the common operation of the Directive” (see http:/Awww.cesr.cu) addressing types of
action that CESR members consider to constitute market manipulation. It is our understanding that
Finanstilsynet is following these guidelines set forth by the CESR.

2! Norway will also implement the new Market Abuse Directive (MAD and MAR) into national law.

22 ESMA replaced the Committee of European Securities Regulators (CESR) and began its operations on | January
2011.

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