English version - Hexagon Composites ASA

COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE
9 SHARE CAPITAL AND SHAREHOLDER MATTERS
9.1 Share capital - overview
Comrod Communication ASA is a public limited liability company organized under the laws of
Norway. The Company’s share capital following the Demerger is NOK 16,938,649, made up of
16,938,649 shares with a par value of NOK 1.00 per Share, all fully paid. All Shares of the Company
are of the same class and are equal in all respects. The Company’s articles of association do not
provide for shares of other classes. Each Share carries the right to one vote in shareholders’ meetings.
The Company’s articles of association do not provide for limitations on the transferability or
ownership of Shares.
All Shares carry rights to dividends, if any, which the general meeting may resolve to distribute in
accordance with the requirements of the Norwegian Public Limited Companies Act. There are no
particular restrictions or procedures relating to distributions of dividends to shareholders who are
resident outside of Norway. See, however, section 10.2 for a description of the withholding tax
provisions relating to the distributions of dividends to non-residents.
All Shares carry an equal right to any surplus in the event of a liquidation of the Company. The Shares
are not subject to any redemption or conversion provisions.
Under the Norwegian Public Limited Companies Act, existing shareholders of the Company will, as a
main rule, have pre-emptive rights to subscribe for any new Shares which the Company may issue.
However, the pre-emptive rights of existing shareholders may be set aside by a majority of two thirds
of the votes cast and the capital represented at the general meeting approving the share capital
increase.
The development of the Company’s share capital is set forth in the table below.
Time Event Capital
increase
Share
price
Par
value
Share capital Shares
issued
19.09.2006 Incorporation 1 000 000.00 1.00 1.00 1 000 000.00 1 000 000
19.01.2007 Demerger 12 703 987.00 1.00 13 703 987.00 13 703 987
19.01.2007 Directed Issue 3 234 662.00 1.00 16 938 649.00 16 938 649
9.2 Share Registration and Listing
The Company’s shares are registered in book entry form in the VPS. The securities number of the
shares is ISIN NO001 0338445. The registrar is DnB Nor ASA, Stranden 21, 0021 Oslo, Norway.
Following the publication of this Prospectus, the Company’s Shares will listed on The Oslo Stock
Exchange under the ticker code COMROD.
9.3 Share Option Plan
The Company has no share option plan for its employees. Some of the leading employees and board
members have shares and share options in Hexagon Composites ASA, as described in more detail in
section 8.6.2. The share option plan in Hexagon will be continued for the Comrod employees after the
Demerger until the board of directors of Hexagon and/or Comrod resolves otherwise.
9.4 Convertible loans, warrants etc.
As of the date of the Demerger, the Company has no convertible loans or warrants.
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