INTRODUCTION AND OVERARCHING PRINCIPLES

The way in which we run our business lays the foundation for our financial development and the company’s public image. Efficient management and control mechanisms, open and honest communications, and the non-discrimination of all our shareholders are fundamental to stakeholder confidence, financial success and a good reputation.

NEAS ASA has a responsibility to operate its business in a way which is in our shareholders’ interests. At the same time we must address the concerns of other stakeholders. Both employees and customers are important target groups for NEAS ASA. The way in which we run our business and how we communicate with these groups has an impact on our overall reputation and public confidence in us. In this respect NEAS ASA is bound by the values underpinning the organisation. Our core values are to be attractive, trustworthy and forward-looking, and these qualities shall characterise everything we say and everything we do. This means, among other things, that while we will act dependably with respect to employees, customers/markets and shareholders, we will also be challenging and take the lead within our industry. We shall attain credibility by managing our resources efficiently, delivering high quality and maintaining a high ethical standard.

This document contains a description of the overarching management and control mechanisms by which we will operate our business, and which will ensure that we meet our ethical obligations and quality standards. These principles build on the Norwegian Code of Practice for Corporate Governance of 28 November 2006 (hereinafter called “the Code of Practice”), drawn up by the Norwegian Corporate Governance Board (NUES). Departures from the Code of Practice are described individually.

NEAS ASA’s corporate governance policy was adopted by the board of directors at its meeting on 17 January 2007. The company’s board and management shall work together to ensure that our actions comply with our policies by making certain that these principles are upheld throughout the organisation.

Each year the company’s corporate governance policy will be published in its annual report, and will be made available to all external stakeholders on our website.

The following factors underpin NEAS ASA’s corporate governance policy:

• Openness. Our external communications shall be based on openness with respect to issues which are of importance for an assessment of the company’s operations.
• Independence. Our board shall act independently of the company’s management. This shall ensure that decisions are made impartially and objectively.
• Non-discrimination. All shareholders shall be treated equally.
• Management and control. Effective management and control mechanisms shall ensure that expectations are met and reduce the risk borne by shareholders and other stakeholders.

THE BUSINESS

The articles of association of NEAS ASA state that the company’s object is to provide consulting and other services associated with real property, as well as other related activities, including the purchase, sale and management of real property, participation in other companies with similar operations, as well as investment in shares and other assets. The company shall be a leading, competitive facility management enterprise.

The company’s articles of association, objectives and main strategies will be included in its annual report.

EQUITY AND DIVIDEND

Share capital

As at 31 December 2006 the company had share capital of NOK 58.3 million, which was 31.5 per cent of its total equity. This is considered to be satisfactory. The board constantly assesses the company’s share capital requirement in light of its objectives, strategy and risk profile.

Dividend policy

The company’s policy with regard to dividend is that shareholders shall receive a high level of return over time, through a combination of dividend payments and a rise in the value of the company’s shares.

Board authorisation

Any authorisations granted to the board with respect to increasing the company’s share capital shall be limited to specifically defined objectives and shall not be granted for a period extending beyond the next annual general meeting. The same restrictions shall apply to any authorisations granted to the board with respect to the purchase of own shares.

NON-DISCRIMINATION OF SHAREHOLDERS AND TRANSACTIONS WITH CLOSELY RELATED PARTIES

NEAS ASA has one class of shares, with each share carrying one vote at general meetings of shareholders.

In the event of material transactions between the company and shareholders, directors, senior executives or parties closely related to the same, the board shall ensure that a valuation is carried out by an independent third party. The same applies to transactions between group companies in which there are minority shareholders.

The company has guidelines which ensure that directors and senior executives notify the board if they, directly or indirectly, have a material interest in an agreement being entered into by the company.

NEGOTIABILITY

The company’s shares are freely negotiable.

ANNUAL GENERAL MEETING

A financial calendar indicating the date of the annual general meeting (AGM) is published on our website at the start of each calendar year.

The AGM is normally held at the beginning of May each year. An invitation to attend is normally sent to shareholders two weeks in advance. Emphasis is placed on ensuring that shareholders receive all the information they will need to make a decision with respect to the various items on the AGM’s agenda. Shareholders shall notify the company of their intention to attend the AGM in writing, by fax or over the internet. The board wishes to arrange matters such that as many as possible of the company’s shareholders have the opportunity to attend. Shareholders who are unable to attend the AGM are encouraged to appoint a proxy. Matters will be arranged such that shareholders’ proxies may be linked to individual items on the agenda.

The board, the nomination committee and the auditor all attend the AGM.

No routines have been established to ensure that the meeting has an independent chair.

NOMINATION COMMITTEE

The company’s articles of association stipulate that a nomination committee shall be appointed, comprising three people elected by the AGM. The AGM shall also elect the nomination committee’s chair.

The nomination committee proposes candidates for shareholder-elected directors and deputy directors, and proposes the fees payable to board members.

THE BOARD: COMPOSITION AND INDEPENDENCE

The board of directors shall comprise 3-8 members, including its chair, who are elected by a general meeting of shareholders. In addition 2 directors, and the legally required number of deputies, shall be elected by and from among the employees.

Directors are elected for a term of two years.

At least half of the shareholder-elected directors shall be independent of the company’s management team and important business associates. At least two of the shareholder-elected directors shall be independent of the company’s major shareholder. The company’s general manager shall not be a member of the board.

THE BOARD: SCOPE OF WORK

The responsibilities of the board are determined by Norwegian law and include the overall supervision of the company. At regular intervals the board discusses and determines the organisation and implementation of its activities. Furthermore, each year the board draws up a specific schedule of meetings and plan of work which cover both strategy development, other development issues and the exercise of its oversight function. The board normally holds 6-8 meetings per year. The board appoints the company’s general manager.

Mandates for both the board and the general manager have been drawn up, with particular emphasis on the allocation of internal roles and responsibilities.

Each year the board shall carry out a review of the company’s most important risk areas and its internal control function.

Each year the board will evaluate its own work. Similarly, the company’s management shall be evaluated on an annual basis.

The board acts as a collective body. The board has considered whether to create board committees, but has not found this necessary. This is primarily because the board shall be independent in relation to company management and the major shareholder, and because the general manager is not a member of the board.

THE BOARD: DIRECTORS’ FEES

The remuneration payable to directors is determined each year by the AGM following a proposal by the nomination committee. Directors’ fees shall reflect the board’s responsibilities, competence, use of resources and the complexity of the business.

Directors do not receive performance-related payments or options.

Directors, or companies with which they are associated, shall normally not undertake specific commissions for the company in addition to their membership of the board. Should they do so, however, the entire board shall be informed of the fact, and the fee payable shall be approved by the board.

All fees payable to the individual director shall be published in the annual report.

REMUNERATION PAYABLE TO SENIOR EXECUTIVES

The remuneration payable to the general manager is determined by the board.

Each year the board shall issue a statement with respect to the salary and other benefits payable to the general manager and other senior executives of the company, in accordance with Section 6-16a of the Norwegian Public Limited Companies Act.

The statement shall specify salaries and other benefits in the form of:

1. payments in kind,
2. bonuses,
3. the allocation of shares, subscription rights, options an other forms of payment associated with shares or the development of the price of shares in the company or other group companies,
4. pension schemes,
5. severance payment schemes,
6. any variable elements in the remuneration package, or specific benefits in addition to basic salary.

The statement shall contain guidelines for determining salary and other benefits, as specified above, for the coming financial year, and describe the main principles underpinning the company’s management remuneration policy. The guidelines shall specify whether payments in addition to basic salary may be made, whether conditions or limits shall attach to any such additional payments, in which case what the said conditions or limits are, and any performance criteria or other allocation criteria.

The statement shall also contain a description of the management remuneration policy applied in the previous financial year, including how the guidelines for determining management remuneration have been implemented.

Furthermore, the statement shall also describe the impact, on the company and shareholders, of any benefit agreements mentioned in paragraph 3, nos. 1-6, which have been entered into or modified during the previous financial year.

The details of all share option schemes or employee share allocation schemes shall be approved in advance by the AGM.

INFORMATION AND COMMUNICATION

NEAS ASA shall pursue an information policy that contributes to building up and retaining the confidence of important stakeholder groups. The company’s information policy shall be based on openness and the non-discrimination of all shareholders. If the company’s share price is accurately to reflect the underlying value of the company, it is vital that all price-relevant information be made available to the market. For this reason NEAS ASA will make every effort to keep shareholders informed of its financial results, business outlook and other circumstances relevant to an assessment of the company’s position and a correct pricing of its shares in the market. Emphasis will be placed on ensuring that the same information is provided to all stakeholders at the same time.

An updated financial calendar, including a schedule of important events such as the date of the AGM, the publication date for interim financial statements, the dividend payment date, etc, shall be available to shareholders from www.oslobors.no and our own website.

Open presentations will be arranged for investors in connection with the announcement of the company’s year-end and quarterly results. The presentations will be available from our website. In addition, the company will maintain an ongoing dialogue with and make presentations to analysts and investors.

TAKEOVER

The articles of association contain no takeover defence mechanisms, nor have any other measures been implemented to limit an investor’s ability to buy shares in the company.

AUDITOR

Each year the auditor shall present an auditing plan to the board.

The auditor is always in attendance when the board discusses the annual accounts. The board will, in this connection, receive a briefing on the annual accounts and such issues as are of particular importance to the auditor, including any disagreements between the auditor and company management.

Each year the board meets with the auditor to discuss a report drawn up by the auditor on the company’s accounting principles, areas of risk and control routines.

At least once a year the board will meet with the auditor without the company’s general manager or any other management representative being present.

Each year the auditor shall present to the board a written declaration of his independence and objectivity.

The board shall provide the AGM with a breakdown of the remuneration paid to the auditor for statutory auditing services and other specific services.