MINUTES OF THE EXTRAORDINARY GENERAL MEETING PAN FISH ASA

Transcription

1 MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF PAN FISH ASA OPENING OF THE MEETING (i) The Extraordinary general meeting of Pan Fish ASA ( the company ) was held on 10 January 2003 at 10 am at Rica Parken Hotell, Storgata 16, 6002 Ålesund. (ii) The extraordinary general meeting was opened by the Chairman of the Board Arne Nore, pursuant to the Norwegian Public Limited Companies Act Section 5-12, first paragraph. (iii) Attendees were informed that the meeting had been announced in Aftenposten 2 January The notice of meeting has also been sent to all shareholders whose address was known. (iv) The meeting was attended by shareholders representing a total of 76,813,992 shares. This does not include the company s 7,872 own shares. The shares represented constitute 45.1% of the total number of 170,406,072 shares in the company. A list of attendees is enclosed with these minutes. The meeting continued with the proposed agenda: ITEM 1 APPROVAL OF THE NOTICE OF MEETING AND AGENDA The general meeting approved the notice of meeting and the agenda for the extraordinary general meeting. ITEM 2 ELECTION OF CHAIRMAN OF THE MEETING AND PERSON TO CO-SIGN THE MINUTES WITH THE CHAIRMAN Svein Tømmerdal was elected chairman of the meeting, and Ingvild Vartdal was elected to co-sign the minutes. INFORMATION THE BOARD S PROPOSAL FOR RESOLUTIONS UNDER ITEMS 3-9: Attendees were informed that the Board s proposal for resolutions under Items 3-9 were mutually dependent upon each other, and a proposal to handle the voting process in these matters as one was approved by the general meeting. 1

2 The chairman of the meeting informed the meeting of the confirmation from the Oslo Stock Exchange that pursuant to the exception in Section 4-3 of the Norwegian Securities Trading Act, the banks will be exempt from complying with the mandatory bidding requirements in connection with the subscriptions made as a result of the resolutions in Items 6, 7 and 8 below. This exemption is normally valid for a term of 3 years. ITEM 3 PRIVATE PLACEMENT DIRECTED TOWARDS BONDHOLDERS BY MEANS OF CONVERSION OF BOND LOANS The Board proposed that the general meeting make the following resolution: The company's share capital is increased by means of a conversion of at least half and no more than all of the company's outstanding bonded debt, including accrued interest until 10 January 2003, a total of NOK 744,382,991, into equity. The size of the capital increase is dependent on the portion of the bonded debt to be converted. The subscription price shall be NOK 1.50 per share. Premium shall be transferred to the share premium account. Based on this, the share capital will be increased by a minimum of NOK ,832 and a maximum of NOK 258,127, upon subscription for a minimum of 258,127,664 and a maximum of 516,255,327 new shares with a nominal value of NOK 0.50 per share. The private placement will be directed towards the owners of the company's bond loans ISIN NO , ISIN NO and ISIN NO including existing shareholders who are the owners of these. Pursuant to the Norwegian Public Limited Companies Act Section 10-4, the preferential rights of shareholders will be departed from, cf. Norwegian Public Limited Companies Act Section The shares will be subscribed for in the minutes of the general meeting, cf. Norwegian Public Limited Companies Act Section 10-7(1). The contributing share capital shall be settled by the offsetting of debts, cf. the Norwegian Public Limited Companies Act Section The offsetting comprises debts that constitute the subscriber s portion of outstanding bond loans with the addition of accrued unpaid ordinary interest per 10 January The offsetting will be considered completed through the subscription. The new shares shall correspond to the company's current shares. The shares give rights in the company from the date of the registration in the Norwegian Registry of Business Enterprises, and give rights to dividends for the financial year The company's Articles of Association regarding share capital will be amended to reflect this resolution. 2

3 ITEM 4 SUBSCRIPTION OF SUBORDINATED CONVERTIBLE BOND LOAN BY OFFSETTING OF FORMER BOND LOAN The Board proposed that the general meeting make the following resolution: The company subscribes for a subordinated convertible bond loan as follows: 1. Loan amount The minimum and maximum loan amounts shall be NOK 500,000 and NOK 387,191,495.50, respectively. 2. Relevant subscribers The loan may be subscribed for by the owners of the company's existing bond loans ISIN NO ,6, ISIN NO ,1 and ISIN NO ,9 including existing shareholders who are the owners of these. Pursuant to the Norwegian Public Limited Companies Act Section 10-4, the preferential rights of shareholders will be departed from, cf. Norwegian Public Limited Companies Act Section Deadline for subscription The loan is to be subscribed for in the minutes of general meeting. 4. Nominal amount and interest of the claim The nominal amount of the claim is a minimum of NOK 500,000 and a maximum of 387,191, The loan is free of interest as from the payment date and until 10 January Interest will be accrued as from 10 January 2008 based on NIBOR with an addition of 2.00 percentage points. The interest rate will be set on the first interest determination date (8 January 2008). Should NIBOR not be available, the interest rate shall be determined on the first interest determination date as per NIBOR reference banks, plus a margin of 2.00 percentage points. The interest is paid in arrears on the interest adjustment date, with the first payment maturing in April Adjustment of the interest rate will take effect for each interest adjustment date, with the first payment due to be made on the interest adjustment date set according to NIBOR, with the addition of 2.00 percentage points. Should NIBOR not be available, the new interest rate shall be set on the first interest determination date based on NIBOR reference banks, with the addition of 2.00 percentage points In connection with the first interest determination and the subsequent adjustment of interest, shareholders are to be notified in writing via the Norwegian Registry of Securities of the next interest adjustment date and actual number of calendar days until this date. The same notification shall also include information regarding the interest rate that is valid until the next adjustment date. Notification of this must also 3

4 be sent to Norsk Tillitsmann ASA (meaning Norwegian Trustee) and, if the loan is listed on the stock exchange, to the Oslo Stock Exchange. If the interest rate for the loan is determined in accordance with the NIBOR reference banks, the borrower or bondholders that represent at least 1/10 of the outstanding loan may appeal against the interest determination. The appeal must be submitted in writing to Norsk Tillitsmann ASA no later than 20 banking days after the bondholders have received notification of the interest rate. The appeal will be considered by a committee consisting of three members, where one representative is nominated by the borrower, one representative is nominated by Norsk Tillitsmann ASA and a chairman to be agreed by the representatives of the two parties. If the parties fail to agree on a chairman, this person will be nominated by the Lord Chief Justice of the City of Oslo Magistrates Court. The decision made by the committee s is final. Notification of the complaint together with final determination of interest rate shall be forwarded to the bondholders and the Norwegian Registry of Securities, and, if the loan is listed on the stock exchange, to the Oslo Stock Exchange. The interest rate will be determined on the basis of the actual accumulated calendar days from 10 January 2008 until the next interest adjustment date in April 2008, and subsequently from the interest adjustment date until the next interest adjustment date (maturity date). The number of interest days is divided by 360. For bonds that are converted into shares, accrued but not overdue interest at the time of conversion will not be disbursed and as such will fall to the borrower. If the interest period and/or the capital sum fails to be settled by the maturity date, a penalty interest will be applied from the maturity date, equivalent to the interest paid on the loan between leading Norwegian banks for the period concerned with an addition of 6 percentage points. The penalty interest will accumulate until the matter is settled irrespective of a pronouncement of the loan as non-performing. 5. Rate upon subscription of the loan The loan is subscribed for at the par of exchange. 6. Time and place for payment of the loan The loan is paid for by offsetting of existing bond loan. Offsetting and payment is therefore considered to be settled upon subscription of the loan. 7. Oversubscription Because payment is settled by offsetting of existing bond loan, oversubscription is not possible. 8. Conditions for share conversion i. A conversion price of NOK 2.25 applies to claims for conversion put forward in A conversion price of NOK 2.25 applies to claims for conversion put forward from 1 January 2004 until 10 January 2008, both days inclusive. 4

5 Claims for conversion shall be submitted in writing to the registrar for the loan. The conversion must take place 10 ten banking days following the registrar s receipt of the claim. Conversion may not take place before the bonds are registered in the Norwegian Registry of Securities. The conversion will be done by offsetting the bond holder s claims (the nominal value of the bonds) against the borrower. In the case of a conversion, the bondholder is entitled to receive the entire number of shares that result from dividing the total nominal value of the bonds that are included in the claim for conversion by the conversion price. If a bondholder claims the conversion of bonds into shares and the total nominal amount of these bonds is not divisible by the conversion price, the excess amount compared with the maximum number of shares that the bonds cover will not be paid up, and will consequently fall to the bondholder. For the conversion to be carried out, the bondholder must inform the appointed registrar in the Norwegian Registry of Securities of the desire to convert. The bondholder s registrar then informs the registrar for the loan of the conversion and transfers the bonds to be converted, free from encumbrances, to the registrar s interim account in the Norwegian Registry of Securities. The borrower is responsible for instructing the registrar to perform a writedown of the remaining debts and to register the converted shares in the Norwegian Registry of Securities before the conversion takes place. Furthermore, the borrower must make sure that the share capital increase that results from the share conversion is registered in the Norwegian Registry of Business Enterprises as soon as possible. The notification must be submitted to the Norwegian Registry of Business Enterprises no later than 10 days after the expiration of the month of the conversion. ii. In the case of an issue of new shares whereby shareholders have preferential rights to subscription, the new conversion price shall be calculated as follows: Calculated diluted market price New conversion price = x old conversion price Market price The market price is the weighted average market price of the shares on the Oslo Stock Exchange the last day of listing including subscription rights. The calculated diluted market price is arrived at by multiplying the market price by the number of shares before the share issue, with the addition of the 5

6 issue price multiplied by the number of shares to be issued in the share issue. The sum is divided by the number of shares after the share issue. In the case of the issue of new shares associated with options programmes that the borrower has entered into before signing the loan agreement, the conversion price shall remain the same. iii. In the case of subscription of a loan that gives creditors the right to convert the loan into shares (convertible loan) or the right to have shares issued against deposits (subscription rights loan, tegningsrettslån ), and where existing shareholders have preferential rights to subscription, the new conversion price shall be calculated as follows: Avrg. price in subscription period New conversion price = x old conversion price Avrg. price in subscription period increased by avrg. price for subscription rights The average price is the average of the daily weighted average public market price for the borrower s shares or subscription rights at the Oslo Stock Exchange in the subscription period, excluding days in the subscription period where no trading of the share or the subscription right has taken place. iv. If the share capital is reduced through reimbursement to the shareholders, the new conversion price shall be determined as follows: Market price with deduction of reimbursed amount per share New conversion price = x old conversion price Market price The market price is the last official market price for the shares on the Oslo Stock Exchange for the last day of listing of the shares, including the right for the reimbursement amount. v. In the case of a bond issue including the issue of new shares (except for where the issues are used as settlement for mergers), split or reverse split of shares, the new conversion price shall be set as follows: No. of shares before bond issue, split or reverse split New conversion price = x old conversion price No. of shares before bond issue, split or reverse split vi. If the shares are split into several classes of shares, the conversion right must, where this is in compliance with Norwegian legislation, be adjusted to ensure 6

7 that the bondholders portion of the individual share classes remains the same regardless of whether or not the bond holders convert before or after the date of the registration of the split. vii. viii. ix. If the borrower pays dividends to its shareholders, the conversion right is to be reduced NOK for NOK equal to the amount of the disbursed dividends. If changes to the share capital other than those mentioned under items ii. vii. are made, and such changes are in the bondholders disfavour in relation to the shareholders, the registrar must, in cooperation with Norsk Tillitsmann ASA and the borrower make an adjustment of the conversion price. The same applies to other transactions that are in the bondholders disfavour. The principles laid out in items ii. vii. must always be applied in the case of adjustments that comply with the present item viii. If the adjustment of the conversion price is restricted by the regulations pertaining to conversion prices under par in the Norwegian Companies Act, the borrower must fully compensate the bondholders through cash payments, provided that this is in compliance with the legislation. x. If the above provisions result in the adjustment of the conversion price to be applied to claims for conversion put forward in 2003, the conversion price that is valid from 1 January 2004 must be adjusted at the same time. 9. Deadline for the application of the share conversion right. The bonds may be converted into shares in the company at any time from the time of subscription of the loan up until 10 January 2008 (last date of conversion), provided the bondholder is entitled at the time of conversion to hold shares in the company in compliance with Norwegian legislation and the company s Articles of Association. 10. Classes of shares The bonds are converted into ordinary shares. There is only one class of shares in the company. 11. The position of the licensee i. If the borrower before 10 January 2008 resolves to merge in compliance with the Norwegian Public Limited Companies Act Section 13, and if the borrower is the transferor and the acquiring company's shares are not registered on the Oslo Stock Exchange after the merger, the bondholders are, irrespective of the provisions pertaining to conversion periods in Item 9 above, and within 60 calendar days from the borrower s announcement to the bondholders of the merger resolution, entitled to: a) provided the merger is carried out, require the redemption of the bonds with accrued interest within three days after the expiration of the respite as stated in the Norwegian Public Limited Companies Act Section 13-15, or b) require the conversion of the bonds into shares in the borrower. 7

8 If the acquiring company s shares are listed on the Oslo Stock Exchange and the bondholders fail to exercise their rights according to the above, the conversion right will after the merger be transferred into a conversion right for shares in the acquiring company on the conditions adjusted for the terms of trade in the merger. ii. iii. iv. Announcement must be made to the bondholders in writing through the Norwegian Registry of Business Enterprises no later than 5 five banking days after the said announcement, cf. Norwegian Public Limited Companies Act Section The provisions outlined under item i must be made explicit in the announcement. The bondholders meeting is not at liberty to make resolutions that prevent mergers where the borrower is the transferor, cf. the Norwegian Public Limited Companies Act Section If the borrower resolves to carry out a merger where the borrower is the acquiring company, and the transferor s shareholders receive settlement in the form of shares as a result of the merger, the conversion price shall remain unchanged. v. If the company resolves to increase or reduce the share capital, or makes a new resolution to issue subscription rights, dissolve, de-merge or reorganise, the licensees are not entitled to rights other than the rights stated in this decision. 12. The rights to dividends Shares issued through conversion give the rights to dividends from the time of the conversion. 13. Non-separation of conversion rights The conversion rights may not be separated from the bonds. 14. Additional conditions The conditions that appear from the loan agreement available from Norsk Tillitsmann ASA apply. The chairman of the meeting notified the meeting that after the final negotiations with Norsk Tillitsmann ASA on behalf of the bondholders, the Board s proposal for resolution had been changed on one account compared to the notice of the meeting in that the right to require the conversion of shares in the event of a merger where the company is the transferor, outlined under Item 11 above, shall only be in force until 10 January 2008 and be conditioned by the implementation of the merger. No objections were raised with regards to this. ITEM 5 PRIVATE PLACEMENT DIRECTED TOWARDS BANK 1 OSLO AS AGAINST OFFSETTING OF CLAIMS The Board proposed that the general meeting make the following resolution: 8

9 The company's share capital is increased by converting Bank 1 Oslo AS claims in the company amounting to NOK 27,347,601 into share capital. The subscription price is set at NOK 1.50 per share. Premium will be transferred to the share premium account. As a result, the share capital will be increased by NOK 9,115,867 through the subscription for 18,231,734 new shares at a nominal value of NOK 0.50 per share. The private placement will be directed towards Bank 1 Oslo AS. The preferential rights of shareholders pursuant to the Norwegian Public Limited Companies Act Section 10-4 will be departed from, cf. the Norwegian Public Limited Companies Act Section The shares will be subscribed for in the minutes of the general meeting, cf. Norwegian Public Limited Companies Act Section 10-7(1). The contributing share capital will be settled by the offsetting of outstanding debts, cf. Norwegian Public Limited Companies Act Section 10-2 (1) no. 1. The shares are considered offset through the subscription. The new shares shall be on par with the company's current shares. The shares give rights in the company from the date of the registration in the Norwegian Registry of Business Enterprises, and give rights to dividends for the financial year The company's Articles of Association regarding share capital will be amended to reflect this resolution. ITEM 6 PRIVATE PLACEMENT DIRECTED TOWARDS THE COMPANY'S BANKING RELATIONS AGAINST OFFSETTING OF DEBTS The Board proposed that the general meeting make the following resolution: The company's share capital is increased by converting NOK 562,509,087 of the company's bank debts into share capital. The subscription price is set at NOK 1.50 per share. Premium will be transferred to the share premium account. As a result, the share capital will be increased by NOK 187,503,029 through the subscription for 375,006,058 new shares at a nominal value of NOK 0.50 per share. The private placement will be directed towards the company's banking relations Nordea Bank Norge ASA, Den norske Bank ASA, Sparebanken Møre, Sparebanken Rogaland, FöreningsSparbanken AB (publ), Sparebanken Midt-Norge, Sparebanken Vest, Sparebanken Nord-Norge, Sparebanken Sogn og Fjordane with reference to the contracts with these banks. The preferential rights of shareholders pursuant to the Norwegian Public Limited Companies Act Section 10-4 will be departed from, cf. the Norwegian Public Limited Companies Act Section

10 The shares will be subscribed for in the minutes of the general meeting, cf. Norwegian Public Limited Companies Act Section 10-7(1). The contributing share capital will be settled by the offsetting of outstanding debts, cf. Norwegian Public Limited Companies Act Section 10-2 (1) no. 1. The shares are considered offset through the subscription. The new shares shall be on par with the company's current shares. The shares give rights in the company from the date of the registration in the Norwegian Registry of Business Enterprises, and give rights to dividends for the financial year The company's Articles of Association regarding share capital will be amended to reflect this resolution. ITEM 7 PRIVATE PLACEMENT DIRECTED TOWARDS THE COMPANY'S BANKING RELATIONS AGAINST OFFSETTING OF LIQUIDITY LOAN The Board proposed that the general meeting make the following resolution: The company's share capital is increased by converting a liquidity loan of NOK 204,759,571 into share capital. The subscription price is set at NOK 0.50 per share. As a result, the share capital will be increased by NOK 204,759,517 through the subscription for 409,519,142 new shares at a nominal value of NOK 0.50 per share. The private placement will be directed towards the company's banking relations Nordea Bank Norge ASA, Den norske Bank ASA, Sparebanken Møre, Sparebanken Rogaland, FöreningsSparbanken AB (publ), Sparebanken Midt-Norge, Sparebanken Vest, Sparebanken Nord-Norge, Sparebanken Sogn og Fjordane with reference to the contracts with these banks. The preferential rights of shareholders pursuant to the Norwegian Public Limited Companies Act Section 10-4 will be departed from, cf. the Norwegian Public Limited Companies Act Section The shares will be subscribed for in the minutes of the general meeting, cf. Norwegian Public Limited Companies Act Section 10-7(1). The contributing share capital will be settled by the offsetting of outstanding claims, cf. Norwegian Public Limited Companies Act Section 10-2 (1) no. 1. The shares are considered offset through the subscription. The new shares shall be on par with the company's current shares. The shares give rights in the company from the date of the registration in the Norwegian Registry of Business Enterprises, and give rights to dividends for the financial year

11 The company's Articles of Association regarding share capital will be amended to reflect this resolution. ITEM 8 CASH ISSUE DIRECTED TOWARDS THE COMPANY S BANKING RELATIONS The Board proposed that the general meeting make the following resolution: The company's share capital is increased by NOK 600,000,000. The subscription price is set at NOK 0.50 per share. As a result, the share capital will be increased by NOK 600,000,000 through the subscription for 1,200,000,000 new shares at a nominal value of NOK 0.50 per share. The cash issue will be directed towards the company's banking relations Nordea Bank Norge ASA, Den norske Bank ASA, Sparebanken Møre, Sparebanken Rogaland, FöreningsSparbanken AB (publ), Sparebanken Midt-Norge, Sparebanken Vest, Sparebanken Nord-Norge, Sparebanken Sogn og Fjordane. The preferential rights of shareholders pursuant to the Norwegian Public Limited Companies Act Section 10-4 will be departed from, cf. the Norwegian Public Limited Companies Act Section The shares will be subscribed for in the minutes of the general meeting. The subscription amount must be paid within three days. The subscription amount must be paid in cash. However, the subscribers are entitled to offset the company's requirement for contributing share capital against (i) the NOK 60 million liquidity loan with the addition of accrued interest and (ii) liquidity loans with the addition of accrued interest subscribed for after the extraordinary general meeting has been called, but before the meeting takes place. The new shares shall be on par with the company's current shares. The shares give rights in the company from the date of the registration in the Norwegian Registry of Business Enterprises, and give rights to dividends for the financial year The company's Articles of Association regarding share capital will be amended to reflect this resolution. ITEM 9 CASH ISSUE OF UP TO NOK 200,000,000 WITH PREFERENTIAL RIGHTS FOR SHAREHOLDERS AND BONDHOLDERS In the notice of meeting, the Board proposed to set the payment date for the subscription amount to 12 February 2003, at the latest, and that payment be made to a specified bank account in Den norske Bank. The Board may not be able to complete the subscription of shares before this date, thus implying a possible postponement of the payment date. The chairman of the meeting informed the delegates that the Board s proposal had been changed to reflect this, and accordingly, payment should be made approximately 12 February, instead of no later than 12 February. 11

12 The Board then proposed that the general meeting make the following resolution: The company's share capital is increased by a maximum amount of NOK 200,000,000. The subscription price will be NOK 0.05, ie. the nominal value of the share. As a result, the share capital will be increased by a minimum of NOK 0.50 and a maximum of NOK 200,000,000, through the subscription for a minimum of 1 share and a maximum of NOK 400,000,000 new shares at a nominal value of NOK 0.50 per share. The company's shareholders per the date of the extraordinary general meeting on 10 January 2003 will have preferential rights in the subscription. The shareholders are, however, compelled to waive their preferential rights for amounts up to NOK 50,000,000 to give priority to the bondholders of the bond loans ISIN NO , ISIN NO and ISIN NO per the same date. In the case of oversubscription among shareholders, the regulations in the Norwegian Public Limited Companies Act Section 10-4 (3), will be applied. If the shareholders subscribe for less than NOK 150,000,000, the bondholders are entitled to subscribe for the difference. Correspondingly, if the bondholders subscribe for less than NOK 50,000,000, the shareholders are entitled to subscribe for the difference. The subscription rights are transferable. For shareholders and bondholders residing in countries where subscription for shares on the basis of preferential rights is prohibited or otherwise restricted by legislation in the relevant country, the company is entitled, either directly or through a representative, to realise the subscription rights of these shareholders and bondholders against payment of net sales proceeds to the relevant shareholders or bondholders. The company will not make further arrangements to obtain approval to direct the offer of subscription of shares to shareholders and bondholders residing in countries where such offers may not be put forward without such approval. The shares will subscribed for on a specified subscription form within a subscription period from 21 January 2003 to 4 February 2003, both days included, at 4.00 pm, cf. Norwegian Public Limited Companies Act Section 10-7 (1). The subscription amount must be settled in cash and be deposited approximately 12 February 2003 to a specified bank account in Den norske Bank. The new shares shall be on par with the company's current shares. The shares give rights in the company from the date of the registration in the Norwegian Registry of Business Enterprises, and give rights to dividends for the financial year The company's Articles of Association regarding share capital will be amended to reflect this resolution. The next item on the agenda was the voting on the proposals in Items

13 The proposals in Items 3-9 were approved by 68,124,635 votes in favour and 8,689,357 votes against. Subscription In keeping with the resolutions in Items 3-9, the following shares and loans were subscribed for: Bondholders subscribed for shares in Item 3 and convertible bond loan in Item 4 on a separate form added on the last page of the minutes. Item 5 Name No. of shares Price Signature by authority 5 Bank 1 Oslo AS 18,231, Item 6 Name No. of shares Price Signature by authority 6 Nordea Bank Norge 210,565, ASA 6 Den norske Bank ASA 108,699, Sparebanken Møre 11,737, Sparebanken Rogaland 9,330, FöreningsSparbanken 9,266, AB (publ) 6 Sparebanken Midt-Norge 9,266, Sparebanken Vest 5,868, Sparebanken Nord- 5,868, Norge 6 Sparebanken Sogn og 4,402, Fjordane Item 7 Name No. of shares Price Signature by authority 7 Nordea Bank Norge 229,944, ASA 7 Den norske Bank ASA 118,703, Sparebanken Møre 12,817, Sparebanken Rogaland 10,188, FöreningsSparbanken 10,119, AB (publ) 7 Sparebanken Midt-Norge 10,119, Sparebanken Vest 6,408, Sparebanken Nord- Norge 6,408,

14 7 Sparebanken Sogn og 4,807, Fjordane Item 8 Name No. of shares Price Signature by authority 8 Nordea Bank Norge 703,452, ASA 8 Den norske Bank ASA 347,832, Sparebanken Møre 37,560, Sparebanken Rogaland 29,856, FöreningsSparbanken AB (publ) 8 Sparebanken Midt-Norge 29,652, Sparebanken Vest 18,780, Sparebanken Nord- Norge 8 Sparebanken Sogn og Fjordane 18,780, ,088, in the company's Articles of Association are amended as follows: The company's share capital is NOK 1,318,626,566 divided by 2,637,253,132 shares at NOK 0.50 per share, fully paid up and designated by name. ITEM 10 ELECTION OF NEW BOARD In light of the refinancing agreement with the company's banking relations and the nomination of a new Board approved by these banks, the Board proposed to replace the current Board of Directors by electing new members. The following members were nominated: Gabriel Smith Arthur Duus Atle Eide Arnulf Haukeland Helge Møgster Chairman Member Member Member Member The proposal in Item 10 was then voted on. The proposal was adopted by 76,813,992 votes in favour and 1,423,875 votes against. ITEM 11 WITHDRAWAL OF AUTHORITIES In light of the refinancing agreement with the company's banking relations and the Board s proposed withdrawal of authorities, the general meeting resolved the following: 14

15 The general meeting withdraws the authorities granted to the Board at the ordinary general meeting 7 May 2002 concerning (i) the repurchase of own shares and (ii) the increase of the company's share capital by up to NOK 8,519,920. The proposal in Item 11 was then voted on. The proposal was adopted by 76,813,992 votes in favour and 1,423,875 votes against. There were no further items for discussion, and the general meeting was adjourned. *** Ålesund, 10 January 2003 Chairman of the meeting Co-signer Svein Tømmerdal Ingvild Vartdal 15