Norwegian Code of Practise:

• The company should only have one class of shares.
• Any decision to waive the pre-emption rights of existing shareholders to subscribe for shares in the event of an increase in share capital must be justified.
• Any transactions the company carries out in its own shares should be carried out either through the stock exchange or at prevailing stock exchange prices if carried out in any other way.
• If there is limited liquidity in the company's shares, the company should consider other ways to ensure equal treatment of all shareholders.
• In the event of any not immaterial transactions between the company and shareholders, members of the board of directors, members of the executive management or close associates of any such parties, the board should arrange for a valuation to be obtained from an independent third party.
• This will not apply if the transaction requires the approval of the General Meeting pursuant to the requirements of the Public Companies Act.
• Independent valuations should also be arranged in respect of transactions between companies in the same group where any of the companies involved have minority shareholders.
• The company should operate guidelines to ensure that members of the board of directors and the executive management notify the board if they have any material direct or indirect interest in any transaction entered into by the company.

Class of shares

KONGSBERG's shares are all Class A shares. The Articles of Association place no restrictions on voting rights. All shares are equal.

Trading in treasury shares

The Board's mandate to acquire treasury shares is based on the assumption that acquisitions will take place on the market. Acquired shares may be disposed of on the market, as payment for acquisitions, or through the share scheme for employees.

Transactions with close associates

In 2008, the Board determined that there were no transactions between the Company and shareholders, directors, executive management or a party closely associated with such individuals that could be described as material transactions. Otherwise, see note 31 in the Annual and Sustainability Report for 2008.

Guidelines for directors and executives

The corporate Code of Ethics discusses the topic under the heading conflict of interest, without this being said to directly cover the point in the Code of Practice. Similarly, this applies to point 11 of the Board's instructions - independence and disqualification.

The State as customer and shareholder

The Norwegian state has a stake of 50.001 per cent of KONGSBERG and at the same time as it is a major account, especially with a view to deliveries to the Norwegian Armed Forces. Relations with the Armed Forces are purely of a commercial nature and are not affected by the ownership structure.

The Group has quarterly meetings with the State, as represented by the Ministry of Trade and Industry. The topics discussed at these meetings are first and foremost the Group's financial development and there are briefings on strategic questions related to KONGSBERG. The State's expectations regarding investment performance and yield are also communicated. These 'one-on-one' meetings with the State are comparable to what is customary between a private company and its principal shareholders. The meetings comply with the provisions specified in company and securities legislation, not least with a view to equal treatment of shareholders.

The requirement for equal treatment of all shareholders limits the opportunity for exchanging information between the Company and the Ministry. As a shareholder, the State does not ordinarily have access to more information than what is available to other shareholders. Under certain circumstances, where the State's participation is imperative and the Government must obtain an authorisation from the Storting, from time to time, it will be necessary to give the Ministry insider information. In such case, the State is subject to the general rules for dealing with such information.

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