Take-overs

It is a fundamental principle for Hofseth BioCare that all shareholders are treated equally. Openness in respect of take-over situation is considered to be important in ensuring equal treatment of all shareholders.

The Company will not seek to hinder or obstruct take-over bids for the Company’s activities or shares unless there are particular reasons for this.

In the event of a take-over bid for the Company’s shares, the Board of Directors should not exercise mandates or pass any resolutions with the intention of obstructing the take-over bid unless this is approved by the general meeting following announcement of the bid.

If an offer is made for the Company’s shares, the Company’s Board of Directors should issue a statement making a recommendation as to whether shareholders should or should not accept the offer. The Board of Director’s statement on the offer should make it clear whether the views expressed are unanimous, and if this is not the case it should explain the basis on which specific members of the Board of Directors have excluded themselves from the Board of Directors’ statement. The Board of Directors should arrange a valuation from an independent expert. The valuation should include an explanation, and should be made public no later than at the time of the public disclosure of the statement.

Any transaction that is in effect a disposal of the Company’s activities should be decided by a general meeting, except in cases where such decisions are required by law to be decided by the corporate assembly.