4.1 The company should only have one class of shares.
4.2 Any decision to waive the pre-emption rights of existing shareholders to subscribe for shares in the event of an increase in share capital must be justified.
4.3 Any transactions the company carries out in its own shares should be carried out either through the stock exchange or at prevailing stock exchange prices if carried out in any other way. If there is limited liquidity in the company’s shares, the company should consider other ways to ensure equal treatment of all shareholders.
4.4 In the event of any not immaterial transactions between the company and shareholders, members of the board of directors, members of the executive management or close associates of any such parties, the board should arrange for a valuation to be obtained from an independent third party. This will not apply if the transaction requires the approval of the general meeting pursuant to the requirements of the Public Companies Act. Independent valuations should also be arranged in respect of transactions between companies in the same group where any of the companies involved have minority shareholders.
4.5 The company should operate guidelines to ensure that members of the board of directors and the executive management notify the board if they have any material direct or indirect interest in any transaction entered into by the company.
Class of shares
Shares in the group are exclusively class A shares. The articles of association include no restrictions on voting rights.
Transactions in own shares
The company’s shares are liquid. In the event of transactions in own shares the board aims to comply with the code of practice.
Transactions with close associates
The board’s mandate states that members of the board are obliged to report to the board’s secretary as to any material involvement (work or investments) they might have which might have relevance for their work on the board. Transactions with close associates are described in the relevant notes in the 2007 annual report.
The code of practice’s recommendation that a valuation from an independent third party should be arranged for in the event of a not immaterial transaction between the company and close associates, has not been complied with. The board nevertheless finds that all transactions with close associates have been under-taken on market terms.
The company has no other deviations from the code of practice.