Articles of Association for Hexagon Composites ASA last updated on 27 February 2019 – effective from 27 February 2019.
§ 1The name of the company is Hexagon Composites ASA. The company is a public limited liability company.
§ 2The registered office is located in the municipality of Ålesund. The General Meeting may be arranged at another centrally situated location.
§ 3The objectives of the company are in the development, production, marketing and sale of goods and services related to composites or other areas, and activities that are related thereto, and participation in companies within similar business areas.
§ 4The company’s share capital is NOK 18,329,064.80 divided into 183,290,648 shares, each with a nominal value of NOK 0.1. The company’s shares shall be registered in the Norwegian Central Securities Depository (VPS).
§ 5The Board of Directors of the company consists of 4 to 6 members by the resolution of the General Meeting.
§ 6Two directors of the Board jointly hold the signatory rights to the company, of whom minimum one member is elected by the General Meeting.
§ 7The Company shall have a Nomination Committee consisting of 2 to 5 members, elected by the General Meeting. One of the members of the Nomination Committee shall also be member of the Board of Directors. The election period is up to two years at a time, and a member may be re-elected. The Nomination Committee shall:1. Evaluate the work and the competence of the Board of Directors.2. Propose candidates for the election of the Board of Directors.3. Propose candidates for election of the Nomination Committee.4. Propose candidates for election of auditor.5. Propose the board directors’ remuneration and the remuneration of the Nomination Committee members.
The recommendation from the Nomination Committee, with relevant information concerning candidates etc., shall be prepared so that it can be sent out or be available together with the Notice of the General Meeting.
§ 8At the ordinary General Meeting, the following matters shall be transacted and decided upon:1. Determine the profit and loss accounting and balance sheet, hereunder the use of profit or covering of loss.2. Determine the profit and loss accounting and balance sheet for the group.3. Election of the Board of Directors and the Chairman of the Board.4. Election of auditor.5. Consider and decide on other matters prescribed by law or by the Articles of association. Documents that shall be considered at the General Meeting of Shareholders may be made available by publishing the documents on the Company's web site. This shall also apply for documents that, pursuant to law or regulations, shall be included in, or attached to the notice of the General Meeting of Shareholders. If these documents are made available on the web site, the legal requirements regarding physical distribution of the documents shall not apply. A shareholder may nevertheless request to have the documents that shall be considered at the General Meeting sent to him or her by mail. Shareholders that plan to attend a General Meeting have to give notice to the company within 3 - three - days of the General Meeting. Shareholders who have not given such notice within 3 days of the General Meeting may be denied entrance to the General Meeting.
§ 9At any time, reference is made to existing applicable corporate legislation.
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