Norwegian Code of Practise:

• The board of directors should establish guiding principles for how it will act in the event of a take-over bid.
• During the course of a take-over process, the board of directors and management of both the party making the offer and the target company have an independent responsibility to help ensure that shareholders in the target company are treated equally, and that the target company's business activities are not disrupted unnecessarily. The board of the target company has a particular responsibility to ensure that shareholders are given sufficient information and time to form a view of the offer.
• The board of directors should not seek to hinder or obstruct take-over bids for the company's activities or shares unless there are particular reasons for this.
• In the event of a take-over bid for the company's shares, the company's board of directors should not exercise mandates or pass any resolutions with the intention of obstructing the take-over bid unless this is approved by the General Meeting following announcement of the bid.
• If an offer is made for a company's shares, the company's board of directors should issue a statement evaluating the offer and making a recommendation as to whether shareholders should or should not accept the offer. If the board finds itself unable to give a recommendation to shareholders on whether or not to accept the offer, it should explain the background for not making such a recommendation. The board's statement on a bid should make it clear whether the views expressed are unanimous, and if this is not the case it should explain the basis on which specific members of the board have excluded themselves from the board's statement. The board should consider whether to arrange a valuation from an independent expert. If any member of the board or executive management, or close associates of such individuals, or anyone who has recently held such a position, is either the bidder or has a particular personal interest in the bid, the board should arrange an independent valuation in any case. This shall also apply if the bidder is a major shareholder. Any such valuation should be either appended to the board's statement, be reproduced in the statement or be referred to in the statement.
• Any transaction that is in effect a disposal of the company's activities should be decided by a General Meeting, except in cases where such decisions are required by law to be decided by the corporate assembly.

The Group has no defence mechanisms against takeover bids in its Articles of Association, nor has it implemented other measures that limit the opportunity to acquire shares in the company. The Norwegian state owns 50.001 per cent of the shares. The marketability of these shares is subject to parliamentary discretion.

The Board's instructions contain a point that refers to the guiding principles for how the Board of Directors should react to any takeover bid. The Board of Directors is responsible for ensuring that KONGSBERG's shareholders are treated equally and that operations are not disrupted unnecessarily.

Where a bid is made for the company, the Board of Directors shall make a statement containing a well-grounded evaluation of the bid. The evaluation shall specify how, for example, a takeover would affect long-term value creation at KONGSBERG.

• Back to Compliance main page