The Nomination Committee, comprising Tom Furulund (chair), Lise Lindbäck and Einar J. Greve, today presented its recommendation to shareholders of Norwegian Property ASA:

 

The existing Board of Directors consist of Widar Salbuvik (Chairman), Jostein Devold, Torstein Tvenge, Hans Herman Horn (deputy Chairman), Anne Birgitte Fossum, Helene Jebsen Anker, and Hilde Vatne. The Board was elected at an EGM held on July 16, 2008.

 

Shareholders representing more than 5% of the equity capital of the company have demanded that an Extraordinary General Meeting of Shareholders (EGM) is to be held to elect a new Board of Directors as well as fixing the compensation payable to the current members of the Board.

 

All current members of the Board have agreed to serve as Directors until a new Board has been elected, and to continue to serve on the new Board providing certain conditions are met. The current Chairman has, amongst other things, stated as a condition for his continued service as Chairman, that he receives a vote of confidence from the shareholders having called for the EGM. This condition has been put to the relevant shareholders by the Nomination Committee, but said shareholders have been unable to meet the Chairman's request. Furthermore, it has proven impossible to present a unified recommendation that satisfies the conditions set by the remaining current Directors.

 

Thus, the Nomination Committee has had to prepare a recommendation for an entirely new Board of Directors. This has been an extensive task, and time has been limited. It is the second time in less than six months that the Committee presents its recommendation to shareholders in connection with the election of the Board of Directors of Norwegian Property ASA. The Committee has therefore seen it as necessary to thoroughly examine how the current Board has conducted its work, and what has been the major challenges to this.

 

The Committee has, in addition to meetings and phone calls with the current Chairman, every Director and representatives of executive management, also conferred with shareholders outside of the group having called for the EGM.

 

Beyond this, the Committee has written letters to the sixteen largest shareholders of the Company and requested that candidates for Directors be submitted to the Committee. Furthermore, a similar request has been published on the Company's intranet. No proposal for candidates for the Board of Directors has been received by the Committee, beyond those submitted by the shareholders having called for the EGM.

 

The Committee has in its deliberations emphasized the importance of recommending candidates that has relevant competence related to the tasks and challenges that lay before the Company, and who may function well as a team. Furthermore, it has been emphasized that the new Board should be able to gain the support of the wider shareholder base, including taking into account the views presented by the shareholders having called for the EGM as well as all other shareholders.

 

Following an assessment of the totality of the above, the Committee recommends that the new Board should comprise five Directors, and that the following Directors be elected: Tormod Hermansen (Chairman), Nils K. Selte, Harald Grimsrud, Synne Syrrist and Gry Mølleskog.

 

The candidates' CV's include, but are not limited to, the following experience and past positions:

 

Born 23.04.1940. MSc Economics.

 

 

Born 01.04.1965. Siv. Øk. Handelshøyskolen BI 1991

 

Directo,r Oslo Areal ASA 2004-05

Director, various companies in the Canica group 2001-

Director, Reiten & Co Capital Partners V AS 2002-05

Director, ICA AB April 2004-november 2004

Director, Gresvig ASA vår 2003-vår 2004

Director, Steen & Strøm ASA 2005-

Director, Montrica Global Opportunities Fund m fl Sept 2006-

 

 

 

Born 28.05.1961. Siviløkonom NHH, Bergen 1985.

 

Analysesjef fra 1998-2002

 

 

Born 1972. MSc Engineering NTNU 1996 and Imperial College, London. AFA NHH 2004

 

Chairman, DnBNOR Shippinginvest I ASA

Director, several public companies

Chairman, Lpg Ships I AS and eleven other shipping-related investment companies

Director, Nordisk Industriutvikling AS

Director, Camposol AS.

 

 

Born 1962. Bed. Øk. Handelshøyskolen BI 1989. Various management training programmes (1980-1997). Handelshøyskolen BI, MA 2008-(ongoing)

 

 

 

The current Board of Directors was elected by an EGM held on July 16, 2008, and has thus served approximately for five months. The Chairman is compensated with a monthly fee of NOK 150,000, and it is proposed that no further compensation is paid. For the remaining Directors it is proposed that a pro rata fee is paid for time served. Based on Directors' fee granted in 2007 of NOK 200,000 per annum, this pro rata figure amounts to NOK 83,333 to each Director.

 

Compensation for members of the Nomination Committee and for the new Board of Directors will be proposed to shareholders on the Annual General Meeting in 2009.

 

 

Oslo, 17.12.2008

 

 

Norwegian Property ASA

On behalf of the Nomination Committee

 

 

Tom Furulund