Norsk Investor Relations Forening

RULES FOR THE NORWEGIAN INVESTOR RELATIONS ASSOCIATION (NIRA)

§1 The name of the Association
The name of the Association shall be Norsk Investor Relations Forening (NIRF). In English, the name shall be the Norwegian Investor Relations Association (NIRA).

§2 The aim of the Association shall be to
• promote general understanding of the function and significance of investor relations

• promote good relationships between quoted Norwegian companies, their shareholders and other capital market players

• contribute to a highly ethical and professional level of investor relations

• gather and communicate information affecting members' investor relations activities

• promote members' views on issues affecting the framework of the stock market and trading in share instruments

• collaborate with similar associations internationally

§3 Members must be Norwegian companies who have stock or primary capital certificates quoted on the Oslo Exchange and companies planning stock exchange quotation. Members must be represented by persons who have responsibility for or work actively in investor relations.
Additionally, companies active in investor relations consultancy or services shall be able to seek membership of NIRA. Associated members may participate on an equal footing with other members at member meetings and annual meetings, but cannot stand as candidates for office or vote in Association elections.

§4 The Association's financial year shall follow the calendar year.

§5 Member meetings
A minimum of two member meetings shall be held annually in addition to the ordinary annual meeting. The Executive Committee shall be under obligation to give members a minimum of two weeks' notice of member meetings. These meetings shall be open to all paying members. The meeting may take decisions depending on attendance percentages. Each member shall have one vote at the meetings and motions shall be adopted by simple majority. In the event of a parity of votes, the Chairman shall have the casting vote.

§6 Annual meeting
The Association shall hold an ordinary annual meeting annually before the end of June. An extraordinary annual meeting may be held when a minimum of 20% of the Association's members require it. Procedures for convening meetings, voting and adoption of motions shall be the same as for the member meetings. Amendments to rules shall require a three-quarter majority of the attending votes. Motions on dissolution of the Association must be supported by a minimum of 20% of the votes and require a three-quarter majority of the attending votes. Associated members may speak, but may not vote at the annual meeting.

The annual meeting shall:
• elect two persons to organise and monitor the voting and sign the minutes

• approve the Executive Committee report and the Association's annual accounts

• elect the Association's Executive Committee consisting of one chairman and six Members

• elect an auditor

• elect one Member to the Election Committee

• set the annual membership fees

• carry out any amendments to Association rules

• distribute Association funds among Members in the event of dissolution of the Association

§7 The Executive Committee
Oslo shall be the seat of the Executive Committee. The Executive Committee shall comprise seven persons. The Chairman, Treasurer and Internet Manager represent particular functions. Members of the Executive Committee shall be elected for two years. In the first year, three of the Members of the Executive Committee shall be elected for one year and two of the Members of the Executive Committee for two years.
The Executive Committee shall constitute itself. The Executive Committee may take decisions when the Chairman and two Members are present. Decisions shall be made by simple majority. In the event of a parity of votes, Chairman shall have the casting vote.
The Executive Committee shall:

• be responsible for the day-to-day management of the Association

• be responsible for the Association's accounts

• prepare the agenda for and manage member meetings

• appoint any committees to work on specific issues

• convene and manage the annual meeting

• meet a minimum of four times a year; minutes of these meetings must be entered in Association records and made available to all members

• represent the Association in the International Investor Relations Federation
The Executive Committee and its Chairman shall be paid an annual fee determined at the annual meeting. The Executive Committee shall propose fee changes when convening the annual meeting.

§8 Election Committee
The Election Committee shall consist of three members of whom two shall be elected at the annual meeting for two years so that one Member withdraws every year. One Member shall be appointed by and from the Executive Committee for a year at a time.
The Election Committee shall recommend Member elections no later than three weeks prior to the annual meeting.

§9 Committees
The Executive Committee shall appoint committees whose purpose it is to work on specific projects or tasks. The Executive Committee shall be entitled to be represented by at least one person on any such committee.

§10 Accounts
The Executive Committee shall submit the Executive Committee's annual report to the Association's auditor no later than 1 May. The auditor shall within one month after receipt of the accounts submit his auditor's report.

The original rules were adopted at the founding meeting of the Norwegian Investor Relations Association on 14 September 1995. Amendments were adopted at the annual meeting on 17 June 1996, 18 June 2003 and 17 June 2004.