June 3rd 2010 |
§ 1 – Company Name |
| The name of the company is Borgestad Industries ASA. The company is a public limited company. |
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§ 2 – Registered office |
| The registered office of the company is in the municipality of Skien. |
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§ 3 – Company business |
| The business of the company is within industry, commercial services and naturally associated activities including participation in other companies. |
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§ 4 – Share capital |
| The share capital is NOK 11 990 590 divided into 2 398 112 shares, each with a nominal value of NOK 5,-. |
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§ 5 – Board of Directors |
| The Board of Directors of the company shall consist of at least three but no more than seven Directors, according to the resolution of the General Meeting. The Chairman of the Board of Directors shall be elected by the general meeting. |
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§ 6 – Signatory rights |
| The Chairman of the Board of Directors and any one Director may jointly sign for and on behalf of the company. |
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§ 7 – General meeting |
| The Ordinary General Meeting shall deal with and decide upon the following matters: Approval of the annual accounts and the annual report, including distribution of dividend and any other business to be transacted at the General Meeting by law or in accordance with the Articles of Association. The Chairman of the Board, or the person elected by him, shall chair the ordinary and extraordinary general meetings. |
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§ 8 – Transferability of the shares |
Share transfer does not require approval from the company, and the shareholders do not have the right of first refusal. |
§ 9 – Nomination committee
The company shall have a nomination committee consisting of two members that shall be shareholders or representatives for the shareholders. The members, including the chairman, shall be elected by the general meeting for a period of two years. In the event of equality of votes the Chairman has a casting vote.
The Nomination Committee shall provide recommendations to the General Meeting regarding the election of members to the company Board. The Nomination Committee also proposes fees for the members of the Board. The Chairman of the Board and the General Manager shall, without voting rights, be summoned to at least one meeting in the nomination committee before the nomination committee deliver its final proposal.
The General Meeting shall decide the guidelines for the nomination committee. The General Meeting determines the remuneration for the members of the Nomination Committee based on the proposal from the Board of Directors.