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Articles of Association

Articles of Association

 

EVRY ASA

Updated 31 May 2017

 

§ 1 – Company name 

The company's name is EVRY ASA. The company is a public limited liability company.

 

§ 2 – Registered office

The company's registered office is in Bærum.

 

§ 3 – The company's business

The company's business is to develop, manage and operate its own and other parties’ IT solutions, to sell services and consultancy and any activities related to the foregoing. These activities may be carried out by the company itself, by its subsidiaries or through participation in other companies and collaboration with other parties.

 

§ 4 – Share capital

The share capital is NOK 467,843,216.75 consisting of 267,338,981 shares each of nominal value NOK 1.75.

 

§ 5 – Transferability of the shares

The shares of the company shall be freely transferable. The shares shall be registered in a central securities depository.

 

§ 6 – Board of Directors

The company's Board of Directors shall have a minimum of five and a maximum of eleven shareholder elected members in accordance with the decision of the General Meeting.

 

§ 7 – Signatory rights

The Board of Directors acts on behalf of the company and has power of signing for the company. Power of signing for the company is also vested in the Chair of the Board and one member of the Board of Directors signing jointly.

 

§ 8 – General Meeting

To the extent documents setting out or explaining the matters to be dealt with at the company's General Meeting are made available on the website of the company, the statutory requirement of sending such documents to the shareholders individually shall not apply.

This is also applicable with respect to documents that according to statutory law shall be included in or attached to the notice of a General Meeting.

Notwithstanding the above, each shareholder may in each case require to be sent such documents.

Shareholders who intend to attend the General Meeting shall give the company written notice of their intention within a time limit given in the notice of the General Meeting, which cannot expire earlier than five days before the general meeting. Shareholders, who have failed to give such notice within the time limit, can be denied admission.

The following matters shall be discussed and resolved at the Annual General Meeting: (i) approval of the annual accounts and the annual report, including any distributions of dividends; (ii) the Board of Directors' statement on determination of salary and other remuneration to executive management; and (iii) other matters which according to law or the Articles of Association pertain to the General Meeting.

 

§ 9 – Nomination committee 

The company shall have a nomination committee, which is elected by the General Meeting.

The nomination committee shall present proposals to the General Meeting regarding election of the Chairman of the Board, board members and any deputy members of the Board. The nomination committee shall also present proposals to the General Meeting for remuneration of the Board.

The General Meeting shall adopt instructions for the nomination committee and determine the remuneration of the members of the nomination committee.