Articles of Association for Nordic Nanovector ASA
(as of 23 January 2017)
Section 1 – Company name
The company’s name is Nordic Nanovector ASA. The company is a public limited liability company.
Section 2 – Registered office
The company has its registered office in Oslo.
Section 3 – Objective of the Company
The objective of the company is to develop, market and sell medical products and equipment and to run business related thereto or associated therewith.
Section 4 – Share capital
The share capital is NOK 9 806 228.60 divided into 49 031 143 shares, with a nominal value of NOK 0.20.
The shares of the company are registered with the Norwegian Central Securities Depository.
Section 5 – The Board
The company’s board of directors shall consist of three to nine members, as resolved by the general meeting.
Section 6 – Signature
The chairman of the board and one board member, acting jointly, shall be authorized to sign on behalf of the company. The board may grant power of procuration.
Section 7 – General meeting
Documents relating to matters to be dealt with by the company’s general meeting, including documents which by law shall be included in or attached to the notice of the general meeting, do not need to be sent to the shareholders if such documents have been made available on the company’s website. A shareholder may nevertheless request that documents which relates to matters to be dealt with at the general meeting, are sent to him/her.
The annual general meeting shall address and resolve the following matters:
- Approval of the annual accounts and the annual report, including distribution of dividend.
- Any other matters which are referred to the general meeting by law or the articles of association.
The shareholders may cast their votes in writing, including through electronic communication, in a period prior to the general meeting. The board of directors can establish specific guidelines for such advance voting. The established guidelines must be stated in the notice of the general meeting.
The board of directors may decided that shareholders who want to participate in the general meeting must notify the company thereof within a specific deadline that cannot expire earlier than three days prior to the general meeting.
Section 8 – Nomination committee
The company shall have a nomination committee. The nomination committee shall consist of three members, who shall be independent of the board of directors and the management. The members of the nomination committee, including the chairman, will be elected by the general meeting for a term of two years.
The nomination committee shall give recommendations for the election of shareholder elected members of the board of directors and the members of the nomination committee, and remuneration to the members of the board of directors and the members of the nomination committee. The remuneration to the members of the nomination committee is determined by the general meeting. The general meeting may adopt instructions for the nomination committee.