Norwegian Code of Practise:

The board of directors should take steps to ensure that as many shareholders as possible may exercise their rights by participating in general meetings of the company, and that general meetings are an effective forum for the views of shareholders and the board. Such steps should include:

• Posting the notice calling the meeting and the support information on the resolutions to be considered at the General Meeting, including the recommendations of the nomination committee, on the company's website no later than 21 days prior to the date of the General Meeting, and sending this information to shareholders no later than two weeks prior to the date of the general meeting.
• Ensuring that the resolutions and supporting information distributed are sufficiently detailed and comprehensive to allow shareholders to form a view on all matters to be considered at the meeting.
• Setting any deadline for shareholders to give notice of their intention to attend the meeting as close to the date of the meeting as possible.
• Ensuring that shareholders who cannot attend the meeting in person can vote by proxy.
• Ensuring that the members of the board of directors and the nomination committee and the auditor are present at the general meeting.
• Making arrangements to ensure an independent chairman for the general meeting.

The notice calling the general meeting shall provide information on the procedures shareholders must observe in order to participate in and vote at the general meeting. The notification should also set out:

• The procedure for representation at the meeting through a proxy, including a form to appoint a proxy.
• The right for shareholders to propose resolutions in respect of matters to be dealt with by the general meeting.
• The web pages where the notice calling the meeting and other supporting documents will be made available.

The company should, at the earliest possible opportunity, make available on its website:

• Information on the rights of shareholders to propose matters to be considered by the general meeting.
• Motions for resolutions to be considered by the general meeting, alternatively comments on matters where no resolution is proposed.
• A form for appointing a proxy.

The board of directors and the chairman of the general meeting should ensure that the general meeting is given the opportunity to vote separately for each candidate nominated for election to the company's corporate bodies.

By virtue of the General Meeting, the shareholders are guaranteed participation in the Group's supreme governing body. The Articles of Association are adopted by this body. Shareholders representing at least 5 per cent of the shares can call for extraordinary general meetings.

Notice calling the annual general meeting

An Annual General Meeting (AGM) is ordinarily held by 1 June each year. In 2008, the General Meeting was held on 7 May. Notification is usually sent out three weeks in advance. This is one week earlier than the statutory minimum requirement (two weeks). The relevant documents, including the Nominating Committee's grounded roster of nominees when new members are up for election or existing ones are up for re-election, are available on the Group's website at least 21 days prior to the date of the General Meeting. It is important that the documents contain all the information required for the shareholders to take a position on all items up for discussion. The company's Articles of Association stipulate that the final date for registration may expire no earlier than five days prior to the date of the General Meeting. Efforts are made to set the deadline as close to the meeting date as possible.

The Financial Calendar is published on the Group's website and in its Annual and Sustainability Report (find link on the right hand side).

Participation

It is possible to register by post, telefax or E-mail. The Board of Directors wishes to pave the way for as many shareholders as possible to participate. Shareholders who cannot attend the meeting are urged to authorise a proxy, and the system facilitates the use of proxies on each individual item treated. Representatives of the Board, at least one member of the Nominating Committee and the auditor will attend the General Meeting. Management is represented by the Chief Executive Officer and the Chief Financial Officer, at the very least.

In 2009, the General Meeting was held on 7 May, and 68.1 per cent (73.5 per cent in 2008) of the aggregate share capital was represented.

Agenda and execution

The agenda is set by the Board, and the main items are specified in §8 of the Articles of Association. The same section stipulates that the Chair of the Board will chair the General Meeting. The CEO will review the status of the Group. The minutes of the General Meeting is available on the Group's website (find link on the right hand side).

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