Governing Bodies

1.      The General Meeting is Imarex ASA’s (“the Company’s”) supreme governing body.  The Annual General Meeting deals with the Annual Report and accounts, including distribution of dividends, and any other matters as required by law or the Company’s articles of association.  The General Meeting elects the members of the Nomination Committee and the Board of Directors as well as the Auditor.  The General Meeting will instruct the Board of Directors of Imarex ASA to elect specified members of the Control Committee of NOS Clearing ASA.

2.      The Nomination Committee consists of three members elected by the General Meeting for three year terms.  The Nomination Committee shall have maximum one member who also is a member of the Board of Directors of the Company, and shall not include any representatives from the Company’s management.  The Nomination Committee shall make a proposal to the General Meeting with regard to the shareholder elected members of the Board of Directors, its Chairman, Deputy Chairman,as well as the remuneration of the members of the Board of Directors.  The proposal shall be made to the Chairman of the Board no later than three weeks prior to the General Meeting.

3.      The Board of Directors of the Company shall consist of three to eight Directors, as decided by the General Meeting.  According to the Articles of Association, the Chairman and the Deputy Chairman of the Board of Directors shall be elected by the General Meeting.  The Chief Executive Officer of the Company cannot be a member of the Board of Directors.

The Board of Directors currently consists of five Directors elected by the shareholders and three Directors elected by the employees.

The Board of Directors shall ensure that the business is adequately organised and is responsible for establishing control systems and ensuring that the business is run in accordance with the company’s Code of Conduct.

The Board of Directors deals with matters of major strategic or financial significance for the business, sets the financial and operational targets, makes decisions on plans and budgets, and is responsible for the financial reporting in accordance with the rules of the Oslo Stock Exchange.

The Board of Directors determines the company’s dividend policy, presents a proposal for allocation of net income to the General Meeting and sends out notices to the latter.

The Board of Directors appoints the Chief Executive Officer and decides his or her working instructions, authorisations and remuneration.

4.      The Auditor is appointed by the General Meeting, which also determines the Auditor’s fees.

5.      The Chief Executive Officer is responsible for the day-to-day operation of the business and submits proposals to the Board of Directors for budgets and accounts as well as important investments.

6.      The Control Committee of NOS Clearing ASA is elected by Imarex ASA as its General Meeting and shall oversee its operations and ensure that NOS Clearing ASA complies with laws, regulations and contractual terms and conditions, as well as Articles of Association and decisions made by the company’s governing bodies.  The General Meeting shall determine instructions for the Control Committee.  These instructions are subject to the approval of the Financial Supervisory Authority of Norway.  The Control Committee submits annual reports to NOS Clearing ASA’s Annual General Meeting and to Kredittilsynet (The Financial Supervisory Authority of Norway).