English version - Hexagon Composites ASA

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COMROD COMMUNICATION <strong>ASA</strong> – LISTING ON THE OSLO STOCK EXCHANGE 9.6.2 Shareholder agreements The Company is not aware of any shareholder, or group of shareholders, that control Comrod, or that any group of shareholders have entered into agreements, or cooperate, to that effect. The Board or Management of the Company are not aware of any arrangement that may result in, prevent or restrict a change in control of Comrod. 9.6.3 Lock-up agreements No shareholder has entered into any lock-up agreement with respect to the Company’s shares. 9.7 Articles of Association The Company’s articles of association are set out in Appendix 1 to this Prospectus. Pursuant to article 3 of the articles of association, the objective of the Company is to operate business related to production and sales of communication products of fiberglass and other materials, including participation in companies engaged in similar business, and any other things related to this. The articles of association provide that the Board of Directors of the Company shall have no less than 3 and no more than 8 members, elected by the annual general meeting. The articles of association do not provide for any rights, preferences and restrictions attaching to the Shares. The articles of association do not lay down more significant conditions necessary to change the rights of shareholders than required by the Norwegian Public Limited Companies Act. Under the Norwegian Public Limited Companies Act, general meetings must be convened by written notice to all shareholders whose address is known. The notice must be sent at the latest two weeks before the date of the general meeting. The notice must set forth the time and date of the meeting and specify the agenda of the meeting. It must also name the person appointed by the Board of Directors to open the meeting. All shareholders who are registered in the register of shareholders maintained by the VPS as of the date of the general meeting, or have otherwise reported and proved an acquisition of Shares, are entitled to admission without any requirement for pre-registration. The articles of association do not contain any provisions as to the manner in which general meetings of the Company are called or as to the conditions of admission to general meetings. There are no provisions in the articles of association which would have an effect of delaying, deferring or preventing a change of control of the Company, or which require disclosure of ownership above any thresholds. However, please see section 9.12 for a description of the requirements under the Securities Trading Act for the disclosure of transactions which cause certain thresholds to be passed. The articles of association do not impose more stringent conditions for changing the capital of the Company than required by law. Amendment of the Company’s Articles of Association would require the affirmative vote of twothirds of the votes cast at a general meeting as well as two-thirds of the share capital represented at the meeting. Certain types of changes in the rights of the Company’s shareholders require the consent of all shareholders or 90 % of the votes cast at a general meeting. Each outstanding share gives the right to one vote, and all of the Company’s shares have an equal right to vote on general meetings. 9.8 Shareholder and dividend policy As a listed company, Comrod will be committed to a shareholder friendly policy where maximum dividends are paid out, taking operational and financial covenants into consideration. Financial 95
COMROD COMMUNICATION <strong>ASA</strong> – LISTING ON THE OSLO STOCK EXCHANGE covenants which the Company has to adhere to and restrictions and limitations on the ability of the Company to pay out dividends or make other distribution to their shareholders are described in more detail under section 7.6.4, “Restrictions on use of capital resources”. The Company will seek to assist the market and the Company’s shareholders with reliable and consistent information in order to secure that the market is able to assess the most correct pricing of the Company’s share capital. The Company will to carry out regular reporting of financial statements and presentations to the market, investors and analysts in Norway. All financial reports and presentations will be distributed through the electronic message system of the Oslo Stock Exchange. 9.9 Corporate governance Upon listing of the Comrod shares on the Oslo Stock Exchange, Comrod will be committed to following high standards of corporate governance based on the principles set forth in the Norwegian Code of Practice for Corporate Governance. The corporate governance principles of Comrod comply with the Norwegian Code of Practice for Corporate Governance with the exception that the Company has not established any sub-committees to the Board, i.e. there are not compensation and audit committees as outlined in the Corporate Governance recommendations. Because of the Company’s size, it is at present regarded as adequate that the Board attends to these matters directly. The Board will annually produce a report as to corporate governance, which will be included in the annual report. To the extent that the Company does not fully adhere to all recommendations in the Norwegian Code of Practice for Corporate Governance, the reasons for choosing an alternative approach will be explained in the annual report. 9.10 Mandatory Bid Rules Norwegian law requires any person, or associated persons that acquire more than 40% of the voting rights of a Norwegian company listed on the Oslo Stock Exchange to make an unconditional general offer to acquire the whole of the outstanding share capital of that company. The offer must be made within four weeks of the transaction which triggers the obligation to make the offer. The offer is subject to approval by the Oslo Stock Exchange before submission of the offer to the shareholders. The offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered. The offering price per share must be at least as high as the highest price paid or agreed to be paid by the offeror in the six-month period prior to the date the 40% threshold was exceeded, but at least equal to the market price when the 40% threshold was exceeded if it is clear that that market price was higher than the highest price in the preceding six months. A shareholder who fails to make the required offer must, within four weeks, dispose of sufficient shares to bring his shareholding below 40%. Otherwise, the Oslo Stock Exchange may cause the shares exceeding the 40% limit to be sold by public auction. A shareholder who fails to make such bid within the statutory time limit cannot, as long as the mandatory bid requirement remains in force, vote for his shares or exercise any rights of share ownership, unless a majority of the remaining shareholders approve. However, such shareholder retains the right to receive dividends and preferential rights in the event of a share capital increase. In addition, the Oslo Stock Exchange may impose a daily fine upon a shareholder who fails to make the required offer. 9.11 Compulsory Acquisition Rules A shareholder who, directly or via subsidiaries, acquires shares representing more than 90% of the total number of issued shares as well as more than 90% of the total voting rights of a company has the right (and each remaining minority shareholder of that company would have the right to require the majority shareholder) to effect a compulsory acquisition of any shares not already owned by the majority shareholder. A compulsory acquisition results in the majority shareholder becoming the owner of the shares of the minority shareholders with immediate effect. 96
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