-     General.

Pursuant to § 10-14 of the Public Companies Act, the AGM authorised the Board to increase the company's share capital by up to NOK 15,933,578 by issuing up to 9,104,901 shares each of nominal value NOK 1.75. The Board is empowered to waive the pre-emption rights of existing shareholders to subscribe for the shares issued, cf. § 10-5 of the Public Companies Act. This mandate is valid to 1 June 2007.

 

-     Mandate to the Board to issue shares for the 2004 share option scheme.

Pursuant to § 10-14 of the Public Companies Act, the AGM authorised the Board to increase the company's share capital in connection with the share option scheme for key employees by up to NOK 2,394,446.25 by issuing up to 1,368,255 shares each of nominal value NOK 1.75. The Board is empowered to waive the pre-emption rights of existing shareholders to subscribe for the shares issued, cf. § 10-5 of the Public Companies Act. This mandate is valid to 1 June 2007.

 

A new option scheme for key employees was approved covering 2.7 million shares. The vesting period will be three years, and options will be granted in accordance with detailed criteria. Shares transferred when options are exercised will come either from the company's holdings of its own shares or by paying cash settlement. The share option scheme must be approved annually by the AGM. The Board was granted a mandate pursuant to § 9-4 of the Public Companies Act to acquire the company's own shares for this option scheme. This mandate stipulates that the company must not hold shares with total nominal value exceeding NOK 5,061,156, and the share purchase price must be at least NOK 1.75 and no more than NOK 100.00. The company may use its holdings pf own shares to meet its share option scheme liabilities. This mandate is valid to June 2007.

 

Article 7 (General Meeting) was amended as follows:

The AGM shall be to consider and vote upon the following matters:

-         To adopt the Profit and Loss Account and Balance Sheet, including the application of the profit for the year or the covering of the loss.

-         Such other matters as by the law or by operation of the Articles of Association are to be dealt with at a General Meeting.

-         Elect the Chairman of the Board of Directors.

 

The Chairman of the Board of Directors opens the General Meeting and puts forward a proposal for a person to chair the meeting.

 

Shareholders who intend to attend the General Meeting shall give the company written notice of their meeting which cannot expire earlier than five days before the General Meeting. Shareholders who have failed to give such notice within the time limit, can be denied admission.

 

New Articles 8 and 9 were approved.

 

Article 8 Election Committee

The AGM shall elect an Election Committee following consideration of proposals by the Board of Directors. The Election Committee shall have 3 members including its chairman. Each member shall be elected for 2 years.

 

The AGM shall determine the Mandate of the Election Committee.

 

The Election Committee shall submit proposals to the AGM in respect of the following matters:

-         Election of persons to fill vacancies among the members of the Board of Directors, Chairman (the Board of Directors elects its chairman from among its members) and deputy members.

-         The remuneration to be paid to the Chairman, the Deputy Chairman, the members and the deputy members of the Board of Directors.

 

Article 9 Share options

The limits to be applied to share option schemes and arrangements for distributing shares to employees shall be approved in advance by the AGM.

A revised "Mandate for the Election Committee" was approved.

 

See also the appendix.