Unofficial translation

With a statutory basis in Section 1, No. 4, of Act No. 36 of 13 >June 1980 relating to Broadcasting, the Ministry of Cultural Affairs hereby grants TV2 AS a licence to transmit nationwide television using satellites and terrestrial transmitters, and financed by advertising.

The basis for the licence to operate nationwide television via terrestrial transmitters and satellites and financed by advertising are found in Proposition No. 55 (1989–90) to the Odelsting, TV2, and Recommendation No. 2 (1990–91) to the Odelsting.

II. Licensing Terms

Established with a statutory basis in Section 1, No. 4, of the Act of 13 June 1980, No. 36, relating to Broadcasting.

1. Localisation

TV 2 A/S is to establish its headquarters and main news editorial office in Bergen before TV 2 begins transmissions.

2. Ownership

TV 2 A/S is to be established as a limited liability company with an authorised capital of at least NOK 400 million, NOK 250 million of which is to be in the form of share capital and NOK 150 million in the form of subordinated loan capital.

The structure of ownership is given in the memorandum of association dated 13 November 1991, in which it is stated that the share capital at that time was NOK 50 million.

The authorised capital is to be paid up by 31 January 1993. The owners may choose to replace parts of the share capital with shareholder contributions (see Section 17 of the Act of 19 June 1969, No. 71, relating to Special Rules on Taxation of Limited Companies and Shareholders).

The promoters’ unconditional obligation to pay a total of NOK 250 million in share capital, or shareholders’ contributions, and NOK 150 million in the form of subordinated loan capital by 31 January 1993 (shared between the owners, as laid down in the memorandum of association and appendices) must remain unaffected by any use of shareholders’ contributions and of any development in the company.

If any shareholders’ contributions are used, this must not alter the shareholder structure.

The loan period for the subordinated loan capital shall be for the entire licence period and repayment is to start only when TV 2 A/S begins to make a profit.

The existing memorandum of association and shareholder agreements form the basis of the award of the licence.

The subordinated loan capital may be converted to share capital during the licence period. Such conversion must, however, respect the 20 per cent limit rule.

3. Changes in ownership

No group or individual is entitled to hold more than 20 per cent of the shares in TV 2 A/S, or to hold shares that represent more than 20 per cent of the votes in the company. Any shares held by, or transferred to, the following parties are subject to the same rules as those governing shareholders’ own shares:

1. shareholder’s spouse, minors, or persons living in the same household as the respective shareholder,
2. companies in which the shareholder has the type of influence specified in Section 1-2 of the Companies Act,
3. companies in the same group as the shareholder, and
4. anyone that the shareholder is assumed to have binding collaboration with in connection with the exercising of rights as a shareholder.

In cases of doubt, the Ministry of Cultural Affairs is to rule on whether the shares that the shareholder does not own are to be deemed equal to those he does own in accordance with the rules given in the previous section.

Up to 20 per cent of the shares may be held by foreign companies or foreign individuals.

The company’s share register must specify the citizenship of all shareholders.

Notification to the company of any transfer of shares (which must be given to comply with Section 3-9, Subsection 3, of the Companies Act) must also be forwarded by TV 2 A/S to the Ministry of Cultural Affairs without undue delay.

The Norwegian Broadcasting Corporation is not entitled to have interests in TV 2 A/S

4. Licence period

The licence is valid to 31 December 2002. The licensee is not guaranteed a renewal of the licence following expiry of the licence period, though such renewal would be normal to expect. In assessing the renewal issue, the Ministry will consider the degree to which the licensee has adhered to the terms of the licence and other relevant rules relating to broadcasting activities.

On renewal of the licence, the terms of the licence may be changed due to various factors including the changes in issues governing media policy.

The Ministry of Cultural Affairs will decide no later than nine months before the expiry of the current licence period whether to renew the licence.

The licence cannot be transferred.

5. Provision of service obligation

With a statutory basis in the provisions of Section 3 of Act No. 46 of 10 June 1988 relating to Cable Transmissions, the Ministry of Cultural Affairs will stipulate that TV 2 broadcasts must be provided free-of-charge in Norwegian cable networks.

6. Programme issues

TV 2 A/S is to establish its own news and current affairs department.

The range of programmes must be based on the principles of public service broadcasting. This means:

1. It must be a long-term aim to ensure that the transmissions can be received by the whole population,
2. The transmissions must, over the long-term, contain a broad range of programmes suitable for both large and small viewer groups, including the Sami community and minorities,
3. There must be daily news bulletins,
4. The public service programming shall contribute to the promotion of the Norwegian language, identity and culture,
5. TV 2 is to have editorial independence.

TV 2 A/S is primarily to produce news and current affairs programmes. The other transmissions should be based on the purchase of programmes from other Norwegian and foreign producers.

A minimum of 50 per cent of the channel’s programmes must be produced in Norway within 8–9 years.

In relation to its own employees, TV 2 A/S must secure the rights to programmes that grant the company the possibility of using the programmes for secondary purposes.

7. Financing

TV 2 must be financed through advertising income, or by a combination of advertising and subscription income. Public funds will not be made available for establishing or running TV 2.

8. Technical development

Televerket is to own the transmission network. TV 2 A/S will rent this network subject to terms laid down in a separate agreement.

At least 70 per cent of the population must be able to receive TV 2 via terrestrial transmitters by the end of 1992, 83 per cent by the end of 1993, and 86 per cent by the time the licence period expires.

The coordination and allocation of frequencies must be agreed upon with National Telecommunications Administration.

In developing facilities for TV2, adequate attention must be paid to contingency measures according to the separate agreement governing this.

9. Activity report

TV 2 A/S is to submit to the Ministry of Cultural Affairs before the end of April every year:

1. A report on the company’s activities for the previous business year,
2. An updated plan for the current business year,
3. The main aspects of the company’s plans for the subsequent year,
4. An outline of the measures to be taken in the subsequent three to five years.

Such reports and plans should not contain information that could be of significant interest to TV 2’s competitors.

TV 2 A/S undertakes to abide by the supervision and terms of the licence that the Ministry deems necessary.

10. Notification from the state authorities

TV 2 A/S undertakes to transmit special bulletins if so requested by a ministry or by the public authority to which the ministry has given power of attorney, when such bulletins are of major significance to the public.

TV 2 A/S undertakes to draw up specific contingency measures to ensure that the information from the government reaches the population during emergency situations and war. More specific measures will be drawn up in a separate agreement with the Ministry of Cultural Affairs.

TV 2 A/S must collaborate with the Norwegian Broadcasting Authority in drawing up emergency plans and must undertake to adhere to the guidelines that the authorities lay down in this matter.

11. Sanctions in the event of infringement of terms

The licence may be withdrawn during the licence period if the licensee repeatedly infringes the terms of the licence, or if the licensee infringes the terms of other rules which form the legal basis of such sanctions.

Any infringements deemed sufficiently serious to constitute grounds for withdrawal of the licence must be made known in writing to the board of TV 2 A/S without undue delay following the infringement.

If the Ministry of Cultural Affairs considers withdrawing the licence during the licence period, it must notify TV 2 A/S of this, and TV 2 A/S must then be given a fixed deadline before which it may correct the situation forming the grounds on which the Ministry has considered withdrawing the licence.

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The terms of this licence have been submitted to TV 2 A/S today.

Oslo, 14 November 1991

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TV 2 A/S, which submitted its memorandum of association on 13 November 1991, has read, understood, and accepted these licence terms.

Oslo, 14 November 1991

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In accordance with the power of attorney granted on 13 November 1991, we accept on behalf of the board the terms of this licence.

Amendment to the Licence Terms for TV 2 A/S

Section 3 of the licence terms, as submitted to TV 2 A/S on 14 November 1991 (see also amendments of 23 November 1993), are to be amended with effect from 18 October 1994, as follows.

3. Changes in ownership etc.

No group or individual is entitled to hold more than one-third of the shares in TV 2 A/S, or to hold shares that represent more than one-third of the votes in the company. Any shares held by, or transferred to, the following parties are subject to the same rules as those governing shareholders’ own shares:

1. Shareholder’s spouse, minors, or persons living in the same household as the respective shareholder,
2. Companies in which the shareholder has the type of influence specified in Section 1-2 of the Companies Act,
3. Companies in the same group as the shareholder,
4. Anyone that the shareholder is assumed to have binding collaboration with in connection with the exercising of rights as a shareholder,
5. Companies in which the shareholder, or the party mentioned in a), directly or indirectly owns more than one-third of the share capital, or has shares representing more than one-third of the votes in the company, or in which the shareholder, as a result of his shareholding and agreement, and/or of the provisions of the articles of association, has influence that corresponds to such a shareholding ("negative control"). The term "indirect shareholding" is here intended to mean a shareholding through one or more companies that can be classified as part of the group in accordance with Section 1-2 of the Norwegian Companies Act.

In cases of doubt, the Ministry of Cultural Affairs is to rule on whether the shares that the shareholder does not own are to be deemed equal to those he does own in accordance with the rules given in the previous section.

Up to one-third of the shares may be held by foreign companies or foreign individuals.

The company’s share register must specify the citizenship of all shareholders.

Notification to the company of any transfer of shares (which must be given to comply with Section 3-9, Subsection 3, of the Companies Act) must also be forwarded by TV 2 A/S to the Ministry of Cultural Affairs without undue delay.

The Norwegian Broadcasting Corporation is not entitled to have interests in TV 2 AS

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TV 2 A/S was today informed of the above amendment to Section 3 of the terms of the licence.

Oslo, 28 October 1994

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Amendment in the Licence Terms for TV 2 A/S

Section 3 of the licence terms, made known to TV 2 A/S on 14 November 1991, is amended as follows.

3. Changes in ownership etc.

No group or individual is entitled to hold more than one-third of the shares in TV 2 A/S, or to hold shares that represent more than one-third of the votes in the company. Any shares held by, or transferred to, the following parties are subject to the same rules as those governing shareholders’ own shares:

1. Shareholder’s spouse, minors, or persons living in the same household as the respective shareholder,
2. Companies in which the shareholder has the type of influence specified in Section 1-2 of the Companies Act,
3. Companies in the same group as the shareholder,
4. Anyone that the shareholder must be assumed to have binding collaboration with in connection with the exercising of rights as a shareholder,

In cases of doubt, the Ministry of Cultural Affairs is to rule on whether the shares that the shareholder does not own are to be deemed equal to those he does own in accordance with the rules given in the previous section.

Up to one-third of the shares may be held by foreign companies or foreign individuals.

The company’s share register must specify the citizenship of all shareholders.

Notification to the company of any transfer of shares (which must be given to comply with Section 3-9, Subsection 3, of the Companies Act) must also be forwarded by TV 2 A/S to the Ministry of Cultural Affairs without undue delay.

The Norwegian Broadcasting Corporation is not entitled to have interests in TV2 AS

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TV2 A/S was today informed of the above amendment to Section 3 of the terms of the licence.

Oslo, 23 November 1993

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TV2 A/S confirms it has read, understood and accepted the above amendment to the terms of the licence.

Oslo, ......... November 1993

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In accordance with the power of attorney granted ………………., we accept on behalf of the board the terms of this licence.