Articles of Association in English t.b.a.
Vedtekter (in Norwegian)
The goal of the investor relations (IR) activities in Dolphin is to contribute to maximizing shareholder value. This is attained through timely, correct, equal and analytical presentation of relevant information concerning both Dolphin and its industry sector.
The nature of the business and operating activities in Dolphin are complex. The company believes that thorough and regular information for the financial community, in addition to scheduled quarterly presentations, is necessary to increase understanding of the company and its industry segment. This will contribute to a share price that correctly reflects the company’s earnings potential and its underlying value as precisely as possible.
In view of Dolphin’s extensive plans to launch new products and enter new market segments in the years ahead, the company currently intends to retain all available financial resources, including any earnings generated by operations, for the successful execution of these plans. Therefore, the company does not anticipate paying dividends in the medium term. All Dolphin shares are freely tradeable and each share carries one vote at the shareholders’ meetings.
The reporting language in the company is English. The company submits all relevant information to the Oslo Stock Exchange, as well as publishing this information on its website. Dolphin has entered into an agreement with the Oslo Stock Exchange for broad and simultaneous distribution of news and bulletins. Published material always includes slide material presentations when relevant.
Dolphin increased the share capital three times in 2007. The first increase occurred in February at an extraordinary shareholders’ meeting where 2,530,769 shares were issued as payment for all assets in former Stargen Inc. Two additional share capital increases took place in October and December, wherein 905,000 and 4,483,001 shares were issued at NOK 9 and 3.75 in a private and a public issue respectively. Total gross proceeds from the two stock issues were NOK 24,956,254. Of the two issues, the private issue of 905,000 shares was executed on an authorization to the board granted in the extraordinary shareholders’ meeting on 16 February 2007, whereas the public issue was resolved by the extraordinary shareholders’ meeting on 13 December 2007.
Total outstanding authorization to the board to increase share capital in the company is NOK 1,000,000, which corresponds to 5,000,000 shares following the capital increases noted above. Total authorization corresponds to 29.6% of the company’s share capital after the recent stock issue. Such a proxy makes it easier for the company to increase capital in connection to acquisitions or to strengthen the company’s liquidity reserves if necessary. The authorization is valid until the ordinary shareholders’ meeting in 2008.
In the extraordinary shareholders meeting held on 16 February 2007, the board was granted authorization to purchase up to 895,234 of its own shares with a maximum total par value of NOK 179,046.80. This number of shares corresponds to 5.3% of the company’s share capital after the issues in 2007. The purchase price for the shares must be in the range NOK 0 to 10 and the proxy is valid until the ordinary shareholders’ meeting in 2008.
Prior to the IPO and listing on the Oslo Stock Exchange in April 2006, Dolphin had approximately 200 shareholders. Since then, total number of shareholders has steadily grown to 514 by February 2008. The increase in shareholder numbers and the current Market-Maker agreement with Orion Securities have improved trading liquidity in Dolphin shares. In the Market-Maker agreement, Orion make prices for a minimum volume of four lots at the maximum difference between the bid and ask price of 4%. As the agreement complies with Oslo Stock Exchange requirements, Dolphin shares are classified on the OB Match segment.
Dolphin presents its quarterly and annual results to the financial community before trading opens on the same day as the results are released. Both investors and analysts are invited to attend these meetings.
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