OSLO, NORWAY -- (MARKET WIRE) -- 04/09/08 --
Notice is hereby given that the Annual General Meeting of Norsk HydroASA will be held at "Gamle Logen", Grev Wedels plass 2, Oslo onTuesday, 6 May 2008 at 5 PM
Items on the agenda:1. Approval of the financial statements and annual report for 2008 ofNorsk Hydro ASA and the group, including the distribution ofdividend.The Board of Directors proposes a dividend of NOK 5.00 per share.
2. Auditor remuneration.Approval is requested for Norsk Hydro ASA to pay auditor'sremuneration for 2007 of NOK 7,763,000 to Deloitte.
3. Ordinary election of members and deputies to the CorporateAssembly.The nomination from the nomination committee will be made publicprior to the Annual General Meeting.
4. Ordinary election to the nomination committee.The nomination from the nomination committee will be made publicprior to the Annual General Meeting.
5. Remuneration to the Corporate AssemblyHydro's Nomination Committee proposes that the remuneration to theCorporate Assembly, with effect from 1 January 2008, is fixed at NOK85,000 per annum for the chairperson, NOK 42,500 per annum for thedeputy chairperson, and at NOK 6,000 per meeting for all members.
6. Guidelines for the remuneration of leading employees.In accordance with Section 6-16a of the Norwegian Public LimitedCompanies Act, the Board of Directors shall prepare an independentstatement regarding the settlement of salary and other remunerationto leading employees for the coming accounting year. The content ofthis statement is included in the annual report of Norsk Hydro ASA innote 11 of the consolidated financial statements and will besubmitted to an instructive vote.
7. Authorization for buy-back of own sharesNo authorisation for the Board to let the company buy back shares iscurrently in force.To enable an optimalization of the company's capital structure, theBoard requests that the General Meeting issue an authorisation to buyback shares for subsequent cancellation:
"The General Meeting of Norsk Hydro ASA hereby authorizes the Boardof Directors to allow the Company to acquire Norsk Hydro ASA sharesin the market with a maximum nominal value of NOK 49,410,000. Thelowest and highest prices to be paid per share with a nominal valueof NOK 1,098 shall be NOK 20 and NOK 150, respectively. Within theterms of this authorization, the Board of Directors is free to decidethe timing and manner in which the buy-back of shares may take placein the market. The treasury shares acquired in accordance with theauthorization shall be used for no other purpose than cancellation bymeans of capital reduction, cf. Section 12-1 of the Norwegian PublicLimited Companies Act. This authorization will apply from 6 May 2008inclusive to 5 May 2009 inclusive."
A condition for the buy-back is that the treasury shares acquired inaccordance with the authorization later shall be cancelled followinga decision on capital reduction made at a new General Meeting to beheld after the completion of the buy-back programme.
A second condition for the buy-back and cancellation of the shares isthat the Norwegian State's ownership interest in Norsk Hydro ASA heldthrough the Ministry of Trade and Industry is not altered as a resultthereof. The proposal to authorize the buy-back is thereforeconditional upon an agreement being reached, prior to the AnnualGeneral Meeting, with the State represented by the Ministry of Tradeand Industry, for the purpose of redeeming and cancelling a pro-ratablock of shares held by the Ministry of Trade and Industry so thatthe Ministry's ownership interest remains unchanged. The structureand conditions of such an agreement will be largely similar to thoseof Hydro's agreements with the State in connection with previousbuy-back schemes. This means that on redemption of the shares, Hydrowill pay to the State an amount equivalent to the volume-weightedaverage of the share price Hydro paid for the shares purchased in themarket, plus interest at NIBOR + 1%, to compensate the State forreceiving settlement for its shares at a later date than would havebeen the case in a market sale. The State's current holding is 43.82%, and consequently the total redemption and cancellation couldinclude shares with a total nominal value of up to NOK 38,545,390.
The maximum total amount the Board is considering using under thisbuy-back programme, including redeeming and cancelling a pro-ratablock of shares held by the Ministry, is approximately NOK 4 billion.
A shareholder is entitled to have items considered at the GeneralMeeting which the shareholder has submitted to the Board in writingin due time so that the item can be included in the Notice of GeneralMeeting or a new notice can be distributed no later than two weeksprior to the General Meeting. As a general rule, the General Meetingcannot deal with other items than those included in the meetingnotice.
Notice of General Meeting and other agenda papers are available onwww.hydro.comShareholders listed in the Norwegian Central Securities Depository(Verdipapirsentralen, VPS) are entitled to attend and vote at theGeneral Meeting. Such shareholders wishing to attend are requested togive notification by means of the enclosed registration form as soonas possible, and at the latest by Friday 2 May 2008 at 4 PM to:
Den norske Bank ASA,Verdipapirservice,0021 OsloTelefax +47 22 48 11 71
Notification may also be made electronically via the company'swebsite: www.hydro.no/register, or electronically via VPS InvestorServices.
Any shareholder may, with written authority, appoint a proxy toattend the meeting and vote on his or her behalf. A shareholder whowishes to attend the meeting and vote at the General Meeting byproxy, may send the proxy form electronically via Investor Servicesor to DnB Nor Bank ASA, Verdipapirservice, within the above mentionedtime limit. Identification for the proxy and the principal, andCertificate of Registration in case the shareholder is a corporatebody, must accompany the proxy form. Admission cards to the GeneralMeeting will not be issued. A proxy form is enclosed.
According to Article 10 of the Articles of Association of theCompany, the General Meeting is chaired by the Chairperson of theCorporate Assembly or, in his or her absence, by the DeputyChairperson.
The shares will be quoted ex-dividend on the Oslo Stock Exchange fromWednesday 7 May 2008.
Payment of dividends to non-Norwegian shareholders will be made afterdeduction of any Norwegian withholding tax applicable (up to 25percent of the dividend), which will be deducted at source inaccordance with applicable regulations.
There are 1,247,956,949 shares issued in Norsk Hydro ASA, of whichHydro owns 38,652,570 shares. The latter shares have no votingrights, and the total number of outstanding voting shares is thus1,209,304,379.
Oslo, 12 March 2008BOARD OF DIRECTORS
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