The Group Board has prepared principles and guidelines for handling any take-over bids. These principles were revised in 2011.
For more on this subject, please refer to the discussion of restrictions in the company’s statutes on ownership and voting rights attached to the shares in item 4 of this statement.
As referred to in item 3 of this statement, the Group Board obtained continuing authority to buy back the group’s own shares in accordance with the Norwegian Public Limited Companies Act at the ordinary general meeting of the company in 2011. The authority stipulates that the Group Board is free to determine the method of acquisition and any later sale of the shares and that the authorisation may also be used to buy and sell shares in takeover situations. Section 6-17, second subsection of the Securities Trading Act allows the general meeting to grant the Board such authorisations. The Board’s use of such authorisations is, however, restricted under point 14 of the NCBG’s Code of Practice. The Group Board must consider the use of such authorisations in the context of the specific takeover situation. As referred to above, the Group Board has prepared guidelines for handling any take-over bids and the issue of using authorisations in company acquisition situations is highlighted as one of the Group Board’s most important tasks if a take-over situation should arise.