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Voting rights 

A shareholder may vote at the general meeting either in person or by proxy.

All shareholders who are registered in the Norwegian Central Securities Depository, referred to as the VPS, will receive an attendance and proxy form with the notice of the annual general meeting.

ADR holders

ADR holders intending to vote at the AGM shall notify the depositary bank, the Bank of New York, of their intention.

Other nominee-registered shares

Holders of nominee-registered shares intending to attend and vote at the AGM shall notify their nominee of their intention and shall comply with the instructions provided by the nominee.

Please note that notification on AGM's and other corporation actions from custodians to beneficial shareholders may be subject to separate agreement as such services may incur additional costs. Hence, it may be that corporate actions such as AGM's are not notified, and proxy voting forms are not distributed.

Voting Rights

All of our ordinary shares carry equal right to vote at general meetings. Except as otherwise provided, decisions which shareholders are entitled to make pursuant to Norwegian law or our articles of association may be made by a simple majority of the votes cast. In the case of elections, the persons who obtain the most votes cast are deemed elected. However, certain decisions, including resolutions to waive preferential rights in connection with any share issue, to approve a merger or demerger, to amend our articles of association or to authorise an increase or reduction in our share capital, must receive the approval of at least two-thirds of the aggregate number of votes cast as well as two-thirds of the share capital represented at a shareholders’ meeting.

In general, in order to be entitled to vote, a shareholder must be registered as the owner of shares in the share register kept by the Norwegian Central Securities Depository, referred to as the VPS System, or, alternatively, report and show evidence of its share acquisition to us prior to the general meeting.

Beneficial owners of shares that are registered in the name of a nominee are generally not entitled to vote under Norwegian law, nor are any persons who are designated in the register as holding such shares as nominees. The beneficial owners of ADRs are therefore only able to vote at meetings by surrendering their ADRs, withdrawing their ordinary shares from the ADR depositary and registering their ownership of such ordinary shares directly in our share register in the VPS System. Alternatively, the ADR holder may instruct the ADR depositary to vote the ordinary shares underlying the ADRs on behalf of the holder, provided that the ADR holder instructs the ADR depositary to execute a temporary transfer of the underlying ordinary shares in the VPS System to the beneficial owner. Similarly, beneficial owners of ordinary shares registered through other VPS-registered nominees may not be able to vote their shares unless their ownership is re-registered in the name of the beneficial owner prior to the relevant shareholders’ meeting.

Published 2008-05-08, 15:37 CET | Updated 2008-05-08, 15:37 CET
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