ARTICLES OF ASSOCIATION
FOR
KONGSBERG GRUPPEN ASA
Most recently revised by the ordinary Annual General Meeting on 8 May 2007
§1 |
The name of the Company is Kongsberg Gruppen ASA. The Company is a public company. |
§2 |
The Company's registered office is in Kongsberg (Norway). |
§3 |
The object of Kongsberg Gruppen ASA is to engage in technological and industrial activities in the maritime, defence and related sectors. The Company may participate in and own other companies. |
§4 |
The Company's share capital is NOK 150 000 000, divided into 30 000 000 shares with a nominal value of NOK 5. The Company's shares shall be registered in the Norwegian Registry of Securities. |
§5 |
The Board shall have from five to eight members (Directors). Up to five Directors and up to two Deputy Directors shall be elected by the Annual General Meeting. According to regulations laid down pursuant to the provisions of the Norwegian Companies Act regarding employee representation on the Board of Directors in private companies, three Directors and their Deputies shall be elected directly by and from among the employees. |
§6 |
The Chair of the Board has the power to sign for the Company, or the Deputy Chair and another Director may co-sign. |
§7 |
The Annual General Meeting (AGM) shall be held in Kongsberg or in Oslo. The ordinary AGM shall be convened in writing with at least 14 days' notification. |
§8 |
The ordinary AGM shall:
1. |
Adopt the financial statements and the Annual Report, including the payment of dividends. |
2. |
Discuss other matters which, pursuant to legislation or the Articles of Association, are the province of the AGM. |
3. |
Elect the shareholders' representatives and their deputies to the corporate Board of Directors. |
4. |
Elect the members of the Nominating Committee. |
5. |
Elect one or more auditors, based on nominations made by the AGM. |
6. |
Stipulate the Board's remuneration and approve remuneration to the Auditor. |
7. |
Deal with the Board's declaration regarding the stipulation of salary and other remuneration to senior employees. |
The convening letter shall state that shareholders who would like to participate in the AGM are to sign up by a deadline specified in the convening letter. The deadline shall expire no more than five days prior to the AGM. The AGM shall be chaired by the Chair of the Board or, in his/ her absence, by the Deputy Chair. In the absence of both, the AGM shall elect a moderator.
|
§9 |
The Nominating Committee shall consist of three members who shall be shareholders or representatives of shareholders. The members
of the Nominating Committee, including the chair, shall be elected by the ordinary Annual General Meeting. The Nominating Committee shall submit its roster of candidates to the AGM to elect the members of the Nominating Committee. The term of office is two years. Based on a recommendation from the Board of Directors, the AGM shall stipulate the remuneration to be paid to the Nominating Committee's members.
The Nominating Committee shall present to the AGM its recommendations for the election of and remuneration to the Directors and Deputy Directors on the Board. The Chair of the Board shall, without being enfranchised to vote, be called in to at least one meeting of the Nominating Committee before the Nominating Committee presents its final recommendation. |