Instructions to Board of Directors of ODIM ASA

Adopted by the board of directors on 27.09. 2005

1. Introduction
The objective of this instruction is to set out the duties and responsibilities of the board of directors of Odim ASA (“Odim” or the “Company”), including rules of procedure, the requirements relating to the board’s discussions and duties and responsibilities in relation to the chief executive officer (“CEO”).

2. The role of the board of directors
The board of directors is the Company’s general management body and answers only to the general meeting.The board has primary responsibility for planning and executing the Company’s strategy and activities including organisation, remuneration and risk management. The board is also primarily responsible for control and supervision. The board contributes competence and experience to the management of the Company.

3. Duties and responsibilities - overview
The board’s duties and responsibilities follow from applicable legislation, the Company’s articles of association, authorisations and instructions given by the general meeting and instructions and resolutions adopted by the board itself.
The board’s duties and responsibilities may be divided into two main categories:
The board’s management of the Company, cf the Norwegian Public Limited Liability Companies Act section 6-12.
The board’s supervisory responsibility, cf the Norwegian Public Limited Liability Companies Act section 6-13.
The board shall discuss all matters relating to the Company’s activities that are of major importance or an extraordinary nature.

4. Constitution of the board
The newly elected board shall immediately constitute itself after the ordinary general meeting.

5. Regularity of meetings
The board shall meet for discussion as decided by the chairman of the board, or when one of the board members so requires.

6. Place of meeting
The meetings shall take place at the Company’s registered office, unless otherwise specified in the notice of discussions.

7. Notice of discussions
Notice of discussions shall normally be provided seven week days prior to the meeting, see the Norwegian Public Limited Liability Companies Act section 6-22. The board can be called for immediate meetings to discuss matters of material importance.The chairman of the board is responsible for calling for board meetings. If the Company has appointed a company secretary, the company secretary shall call the meetings on behalf of the chairman.
The notice of discussions shall state the agenda for the meeting and include any information necessary to give the members of the board satisfactory grounds on which to base their decisions as per the Norwegian Public Limited Liability Companies Act section 6-21. The chairman may decide that sensitive information shall only be provided at the meeting itself and not in advance.
The notice of discussions shall be sent to the members of the board to an address designated by the members of the board.

8. Members of the board
Members of the board shall perform their duties in a loyal manner and always act in the best interest of the Company.
Members of the board shall not participate in discussions involving matters in which they, or any closely related party, have a major personal or financial special interest. Board members who may have such a conflict shall inform the other board members who shall then evaluate whether to disqualify the board member from the relevant discussion.
The Company shall operate guidelines to ensure that members of the board of directors and the executive management notify the board if they have any material or indirect interest in any transaction entered into by the Company.
The annual report shall provide information to illustrate the expertise and capacity of the members of the board of directors and identify which members are considered to be independent
Members of the board of directors are encouraged to own shares in the Company.

9. QUORUM
The board constitutes a quorum if more than half its members are present or participate in the discussions.
However, the board may not adopt a resolution without all the members of the board having been given an opportunity, in so far as possible, to participate in the discussion of the matter in question, see the Norwegian Public Limited Liability Companies Act section 6-24.

10. Absence
In the event of an expected absence from a meeting, the board member shall report this to the board secretary as soon possible. The board secretary shall call deputy members of the board to the meeting.

11. Discussions without meeting
The board may adopt a resolution without dealing with the matter in a meeting if the chairman of the board finds that the matter may be submitted in writing or be dealt with in some other adequate manner as per the Norwegian Public Limited Liability Companies Act section 6-19.
The chairman shall ensure in so far as possible that the members of the board are available to participate in a joint discussion of matters which are to be dealt with without a meeting, for instance by way of telephone conference etc.
The members of the board and the CEO may demand that the matter in question is to be discussed in a meeting.The annual report and accounts shall always be discussed in a meeting.

12. Chairman of the board
The chairman of the board has the following duties and responsibilities:
Deciding which matters the board shall discuss after consulting the CEO.
Calling the board meetings and preparing the agenda after consulting the CEO.
Chairing the board meetings.Conducting day-to-day contact and follow up the CEO.
Making public statements on behalf the Company.
The chairman of the board has no independent authority to adopt resolutions, unless specifically authorised by the board.

13. The meetings
13.1 Attendees
At the board meetings the chairman of the board and the members of the board shall meet. Deputy members (if any) shall not join the meeting except when called in connection with the absence of board members.The CEO has a right and duty to participate in the meeting, unless otherwise decided by the board, see the Norwegian Public Limited Liability Companies Act section 6-19. Other employees shall join the meeting when decided by the board.

13.2 Board secretary
The board may appoint a board secretary that shall be responsible for the following:
All practical matters in connections with calling the meeting and distribution of information.
Keeping the minutes from the board meetings.
Ensuring that resolutions adopted by the board and the minutes comply with statutory requirements.
Filing documents.
Facilitating the board meetings and activities as necessary.If the board does not appoint a company secretary the CEO shall be responsible for the tasks described above.

13.3 Matters to be discussed
In the meeting, the board shall discuss the following matters:
The minutes from the previous meeting.
Any follow up matters in relation to previous board resolutions
Briefings by the administration

Matters normally to be decided:
Strategy
Action plans
Budgets
Matters of major importance to the Company’s business
Other matters.

14. Minutes of the meeting
The chairman of the board, or the board member chairing the meeting in the absence of the chairman, shall ensure that minutes of the meeting are kept, see the Norwegian Limited Liability Companies Act section 6-29.

The protocol shall state:
Time and place for the meeting
Participants
Agenda
Overview of documents distributed to the members prior to the meeting
Adopted resolutions
Dissenting votes, an overview of votes in favour and against, dissenting board members and the CEO can require his view entered in the minutes.
Form of discussion
Time and place for next meeting
Name of keeper of the minutes.

If a board secretary has been appointed, he or she shall keep the minutes. The chairman or the member chairing the meeting is responsible.
The minutes shall be signed by the board members participating in the meeting, see the Norwegian Limited Liability Companies Act section 6-29.
Members not participating shall indicate that they have read the minutes.

15. Duties and responsibilities of the board
The board is responsible for the management of the Company, see the Norwegian Limited Liability Companies Act section 6-12. The board has the primary responsibility to ensure that the Company is managed in accordance with the Company’s articles of association and resolutions adopted by the general meeting, and in compliance with see the Norwegian Limited Liability Companies Act and other relevant legislation. The board shall ensure that the Company’s accounts comply with relevant rules and regulations, and that the asset management is subject to adequate control.
The board is responsible for adequate internal control.
The board appoints and dismisses the CEO, see the Norwegian Limited Liability Companies Act section 6-2. The board shall supervise the day-to-day management and the Company’s activities in general, see the Norwegian Limited Liability Companies Act section 6-13. The board shall adopt guidelines and/or instructions for the CEO’s day-to-day management.
The board shall convene the general meeting when required by the articles of association, if demanded in writing by shareholders representing at least one twentieth of the share capital, or if required pursuant to the Norwegian Limited Liability Companies Act section 5-7.
The CEO shall submit the following matters to be discussed by the board:

i) Matters of principal or of major importance for the Company/group companies
ii) Organisation of the Company’s business of major importance.
iii) Major investment decisions by the Company/group companies, including acquisitions.
iv) Major loans, guarantees or credit lines to be entered into by the Company/group companies.
v) Co-operation agreements, joint ventures, leases, sale, purchase or creation of mortgage in property of importance for the Company/group companies.

The board shall keep itself informed of the Company’s financial position and has a duty of action if the equity is lower than can be deemed sound, see the Norwegian Limited Liability Companies Act section 3-5.
The board shall ensure that the board receives a monthly report regarding the Company’s business, financial position and profit performance in relation to the budget prepared by the CEO. Material discrepancies from the budget shall be commented upon. The report shall also include an overview of investments carried out in relation to the Company’s/group’s investment budget and the market development and competitive situation.
The board shall immediately inform the Company of matters of major importance for the Company’s business and financial results.

16. CEO’s duties and responsibilities to the board of director.
The CEO is responsible for the day-to-day management of the Company’s activities pursuant to the strategy and guidelines adopted by the board, see the Norwegian Limited Liability Companies Act section 6-14.
In the board meetings, the CEO shall inform the board of the Company’s activities, financial position and profit performance, see the Norwegian Limited Liability Companies Act section 6-15. The board may require the CEO to inform the board more frequently. The CEO shall on his own initiative inform the board on a monthly basis.
The board may at any time demand that the CEO or a board member report to the board on specific matters, see the Norwegian Limited Liability Companies Act section 6-15.
The CEO shall ensure that draft annual accounts are prepared and presented to the board well in advance of the general meeting that shall adopt the annual accounts within the limit stated in the Accounting Act section 8-2.

17. Rules of procedure and casting of votes
The adoption of a resolution by the board of directors shall require that the majority of the members of the board of directors who have participated in the discussion of a matter have voted in favour of the motion. In the event a tie vote, the chairman of the board of the directors shall have the deciding vote, see the Norwegian Public Limited Liability Companies Act section 6-25.

18. Duty of confidentiality
Board meetings and documents presented to the board are confidential.
The board members have duty of confidentiality regarding any information they receive in their capacity as a member of the board, unless otherwise required pursuant to the Norwegian Public Limited Liability Act or by the board’s decision. Duty of confidentiality in conflict with the board members’ legal rights can not be adopted.
The board members have duty to adequately store all material related to activities of the board, and the members shall return to the Company any material received when their term ends.

19. Public statements
Only the Chairman of the board, the CEO, the CFO – or such person to whom they delegate such right - shall be entitled to make public statements on behalf of the Company.

20. Members of the board participation in competing activities
The members of the board shall notify the board if they assume responsibilities for competing businesses.