There is only one class of shares, and all shares are equal in all respects.
The Board will take into account the interest of all the shareholders of the Group and treat all shareholders fairly. All transactions that are not immaterial between the Company and a shareholder, a director or senior manager of the Company (or related parties to such persons) will be subject to a valuation from an independent third party. The directors and senior management shall notify the Board if they have any material direct or indirect interest in any transaction entered into by RS Platou. The Group has not entered into any transactions or other agreements with shareholders, members of the Board or management outside the normal scope of business, and during 2010 no material transactions with shareholders, members of the Board or management occurred.
As a deviation from the Code, the Company’s corporate governance principles states that any transactions the Company carries out in its own shares, pursuant to the shareholder agreement entered into with the working partners, may be carried out at other prices than prevailing stock exchange prices. Furthermore, such transactions, pursuant to the shareholder agreement entered into with the working partners, can be carried out without obtaining a valuation by a third party.
In cases where a share capital increase is to be carried out which involves waiver of the pre-emption rights of existing shareholders, and the board resolves to carry out such an increase on the basis of an authorisation granted by the general meeting, the Company should explain the justification for waiving the pre-emption rights in the public announcement to be issued in connection with the increase in share capital.