Articles of association
ARTICLES OF ASSOCIATION OF BORGESTAD ASA
Last amended June 3, 2024
§ 1
The company’s name is Borgestad ASA. The company is a public limited company.
§ 2
The company’s registered office is in Skien.
§ 3
The company’s purpose is to engage in investment and management activities, including participation in other companies, acquisition of shares and other equity interests, as well as acquisition and operation of real estate, and all related activities.
§ 4
The share capital is NOK 35,062,072 divided into 35,062,072 shares, each with a nominal value of NOK 1.
§ 5
The company’s board of directors shall consist of three to six members. In addition, up to two deputy members may be elected. The board elects its own chairperson. The company’s signature is held by the chairperson of the board and the CEO individually, or by two board members jointly. The board may grant procuration.
For the board to have a quorum, more than half of all members must be present.
§ 6
Documents concerning matters to be considered at the general meeting, including documents required by law to be included in or attached to the notice of meeting, do not need to be sent to shareholders if the documents are made available on the company’s website. A shareholder may, however, request to receive documents related to matters to be considered at the general meeting.
Shareholders who wish to participate in the general meeting must notify the company by a specific deadline, which cannot be earlier than two days before the meeting.
Shareholders may cast their votes in writing, including by electronic communication, during a period before the general meeting. The board may set specific guidelines for such advance voting. The notice of the general meeting shall include information on the guidelines established.
The general meeting shall be chaired by the chairperson of the board, or by a person designated by them.
§ 7
The following matters shall be addressed and resolved at the ordinary general meeting:
1. Approval of the annual accounts and the annual report, including the distribution of dividends.
2. Other matters that by law or the articles of association are to be dealt with at the general meeting.
§ 8
The nomination committee consists of two members who must be shareholders or representatives of shareholders. The member and chair of the nomination committee are elected by the general meeting, and the term of office is two years. In the event of a tie, the chair has a casting vote. The nomination committee submits recommendations to the general meeting regarding the election of shareholder-elected board members and the determination of board compensation.
The chairperson of the board and/or the CEO shall, without voting rights, be invited to at least one meeting of the nomination committee before the committee submits its final recommendation.
The general meeting shall establish guidelines for the work of the nomination committee. The general meeting determines the remuneration of the nomination committee based on the board’s recommendation.