GENERAL MEETING OF SHAREHOLDERS

The Annual General Meeting (AGM) is held annually before the end of June. The General Meeting of Shareholders’ is the Company’s supreme decision making body. The following items, among others, are decided by the AGM:

• amendments to the Articles of Association
• elections of the Board of Directors
• issue of new shares and acquisitions of own shares
• adoption of the Accounts
• payment of dividend
• election of the Company’s auditors and their fees

The right to attend a General Meeting of the Shareholders shall apply to any shareholder who is registered as a shareholder of the Company at the day of the AGM.

BOARD OF DIRECTORS

The Board of Directors is responsible for the governance of the Company and for the proper organisation of its activities in accordance with the legislation and the Articles of Association. The Board of Directors established the principles of the strategy, organisation, accounting and control of the Company and appoints the Managing Director and CEO, who acts in accordance with the orders of the Board of Directors. The Board of Directors held seven meetings in 2008.

FEES TO THE BOARD OF DIRECTORS

The Directors have been paid an annual fee of NOK 25,000 per year from 2005, with an additional NOK 5,000 per attended meeting. The Chairman is paid an annual fee of NOK 75,000. A total fee of NOK 325,000 was paid to the Directors in 2008. Northcap AS received NOK 575,000 for other services rendered by the Chairman. A company associated with Mutuma Marangu has initiated and executed certain contracts for the sale of transmission poles and has been paid a normal commission for this.

BOARD COMMITTEES

Green Resources has two Board Committees. The Audit Committee consists of Kristoffer Olsen, Odd Ivar Lovhaugen and Mutuma Marangu and the Compensation Committee consists of Juha Niemela, Tom Vidar Rygh and Liane Luke.

COMPANY SIGNATURE AND PROKURA

The Company is signed by the Chairman and one Director. Prokura is held by the Chairman.

MANAGING DIRECTOR AND CEO

The Board of Directors employs a Managing Director and CEO for the Company. The Managing Director and CEO are responsible for the day-to-day management of the Company’s affairs. The Company paid NOK 1,800,000 in 2008 for services rendered by the CEO, a payment made at the end of the year, together with the compensation for 2007, which was the first payment made to the CEO for about 20,000 hours of work undertaken for the company since 1995.

AUDITORS

The Annual General Meeting elects an auditor to scrutinize the Company’s Accounts. The AGM elected PricewaterhouseCoopers to act as the Company’s Auditor. The fees paid to the auditor in the holding company were NOK 332,249.