Articles of Association for Endúr ASA (org nr 991 279 539)
Office translation of the Company’s Articles of Association, last updated 16 December 2021.
The name of the company is Endúr ASA. The company is a public limited company.
The company’s business office is in Bergen municipality.
The scope of the company’s business is to own and operate industry‐ and other related business, management of capital and other functions for the group, hereunder to participate in or acquire other companies or business.
The share capital of the company is NOK 13,726,434.06 divided into 1,372,643,406 shares, each with a nominal value of NOK 0.01. The company’s shares shall be registered in the VPS.
The board of directors shall consist of from 5 to 9 members. The Chairman of the Board is to be elected by the General Assembly
The chairman alone or the managing director and a board member jointly are authorised to sign for the company.
The company shall not have more than one managing director, at the discretion of the board.
The annual general meeting shall consider the following:
1. Approval of the financial statements and the annual report for the year, hereunder distribution of dividends;
2. Other matters that according to law are appropriate to the general meeting.
The company shall have a nomination committee consisting of 3 members. The members of the committee shall be elected by the general meeting, who also elects the chairman of the committee. The committee shall nominate board members and shall recommend the board remuneration to the general meeting. The general meeting may resolve an instruction to the work of the nomination committee.
Shareholders wishing to participate at general meetings shall inform the company within a deadline which shall be stated in the notice to the general meeting. The deadline may not expire prior to 5 days before the general meeting. In the event the shareholder has not notified the company within the correct deadline, the shareholder may be denied participation.
Documents related to matters that are to be discussed at the company’s general meeting, including documents which pursuant to law shall be included in or enclosed to the notice of the general meeting, are not required to be sent to the shareholders if such documents are available at the company’s website. A shareholder may nevertheless request that documents which relate to matters to be discussed at the general meeting are being sent to him.
The right to participate and vote at the general meeting can only be exercised when the acquisition has been entered into the shareholder register the fifth workday prior to the day of the general meeting.