This excerpt taken from the STO 20-F filed Mar 24, 2009.
The Norwegian State is the largest shareholder in StatoilHydro. Its ownership interest is managed by the Ministry of Petroleum and Energy.
Statoil was partially privatised and listed on the stock exchange on 18 June 2001, when it became a public limited company. After the initial offering, the government retained 81.7% of the Statoil shares. From 2005 and prior to the merger with Hydro's oil and energy activities in 2007, the Norwegian state owned 70.9% of the shares in Statoil.
Pursuant to the agreed exchange ratio as part of the merger with Hydro's oil and gas activities, the State's ownership interest in StatoilHydro was 62.5%, or 1,992,959,739 shares on 1 October 2007. In accordance with the Storting's decision of 2001 concerning a minimum state shareholding of two-thirds in Statoil, the Government expressed its intention to increase the state's shareholding in StatoilHydro over time to 67%. During 2008 the Government has built up the State's ownership interest in StatoilHydro by buying shares in the market. On 31 December 2008 the State's ownership interest in StatoilHydro was 66.42%, or 2,117,961,391 shares. On 5 March 2009 the Government announced that the State's ownership interest has reached 67%, and the Government's purchase of StatoilHydro shares was completed by acquiring 143.3 million shares for a combined NOK 19.3 billion since 2 June 2008. As of 12 March 2009 the Norwegian State had a 67% ownership interest in StatoilHydro and 3.94% interest through Folketrygdfondet, totalling to 70.94%.
As of 12 March 2008, the National Insurance Fund, (Folketrygdfondet) owned 125,688,100 shares, or 3.94% of the total number of ordinary shares. The Norwegian State is the only person or entity known to us to own beneficially, directly or indirectly more than 5% of our outstanding shares. We have not been notified of any other beneficial owner of 5% or more of our ordinary shares as of 6 March 2009.
In June 2001, in connection with the initial public offering of our ordinary shares, we established a sponsored American Depositary Receipt facility with The Bank of New York Mellon (formerly known as The Bank of New York) as depositary, pursuant to which American Depositary Receipts (ADRs) representing American Depositary Shares (ADSs) are issued. We have been informed by The Bank of New York Mellon that in the United States, as of 6 March 2009, there were 75,227,150 ADRs outstanding (representing approximately 2.36% of the ordinary shares outstanding). As of 6 March 2009 there were 724 registered holders of ADRs resident in the United States and 293,178,809 ordinary shares were held by 546 registered holders resident in the United States representing approximately 9% in total.
StatoilHydro has one class of shares, and each share confers one vote at the general meeting. The Norwegian State does not have any different voting rights from the rights of other ordinary shareholders. Pursuant to the Norwegian Public Limited Liability Companies Act, a majority of more than two-thirds of the votes cast as well as of the votes represented at a general meeting is required to amend our articles of association. As long as the Norwegian state owns more than one-third of our shares, it will be able to prevent any amendments to our articles of association.
Since the Norwegian State, acting through the Minister of Petroleum and Energy, has increased its holding in excess of two-thirds of the shares in the company, it has the sole power to amend our articles of association. In addition, as a majority shareholder, the Norwegian State has the power to control any decision at general meetings of our shareholders that requires a majority vote, including the election of the majority of the corporate assembly, which has the power to elect our Board of Directors and approve the dividend proposal by the Board of Directors.
The Norwegian State endorses the principles set out in "The Norwegian Code of Practice for Corporate Governance", and it has stated that it expects companies in which the State has ownership interests to adhere to the code. The principle of ensuring equal treatment of different groups of shareholders is a key element in the State's own guidelines. In companies in which the State is a shareholder together with others, the State wishes to exercise the same rights and obligations as any other shareholder and not act in a manner that has a detrimental effect on the rights or financial interests of other shareholders. In addition to the principle of equal treatment of shareholders, emphasis is also placed on transparency in relation to the State's ownership and on the general meeting being the correct arena for owner decisions and formal resolutions.