ARTICLES OF ASSOCIATION
ARTICLES OF ASSOCIATION FOR GRIEG SEAFOOD ASA as of 14 May 2020
Unoffical office translation – in case of discrepancies the Norwegian version shall prevail:
The company is a public limited company. The company’s name is Grieg Seafood ASA.
The office of the company is located in the municipality of Bergen.
The company’s purpose is to conduct production and sale of seafood and activities that are naturally related to this, including investing in companies that produce and sell seafood as well as other activities that are naturally related to this.
The company’s share capital is NOK 453.788.168,- divided into 113.447.042 shares each with nominal value of NOK 4, fully paid and designated by name.
The company’s shares are freely transferable.
The company’s shares shall be registered in a register of securities.
The company is chaired by a board of up to 7 members elected by the general meeting.
The general meeting elects the chairman of the board by a separate election. The chairman of the board has a double vote in the event of a tie in the board. The company’s CEO is appointed by the board of directors and has the right and duty to attend the board meetings. The CEO only has the right to vote on the board if he is elected as a board member.
Board members’ term of office is 1 year. Board members can be re-elected.
The company’s signature has two board members jointly or the CEO and one board member jointly. The board may grant power of attorney.
The company’s general meeting is convened by the board of directors with at least 21 days’ written notice.
Shareholders who wish to attend the general meeting in person or by proxy, must notify the company at the latest five days before the general meeting. The company has the right to refuse shareholders to attend the general meeting if they have not registered themselves before the deadline elapsed.
The agenda of the annual general meeting shall consider and decide:
1. The board’s annual report.
2. Approval of financial statement and balance sheet.
3. Allocation of profit or coverage of deficit in accordance with the declared dividend and balance sheet.
4. Other matters which according to law or the company’s articles of association shall be decided by the general meeting and are mentioned in the summons.
The board of directors may decide that the shareholders may participate in the general meeting by electronic means, including a right for the shareholders to exercise his or her shareholder rights by electronic means.
The board of directors may establish such right only if it ensures compliance with statutory provisions.
The board of directors has the competence to determine further and more detailed safety and practical requirements with regard to participation on the general meeting by electronic means. Article 7 para. 2 shall apply accordingly to shareholders who wish to participate in the general meeting by electronic means.
It must be stated in the notice of each general meeting whether electronic participation is permitted and which guidelines are resolved for such participation.
Shareholders may cast their votes in writing prior to the Company’s general meetings. Such votes can also be cast by use of electronic communication. The permission to cast an advance vote requires the presence of an adequate method for authenticating the sender. The board determines whether an adequate method is present prior to each general meeting. The board may adopt more detailed guidelines for advance voting. It must be stated in the notice of each general meeting whether advance voting is permitted and which guidelines, if any, are resolved for such voting.
The right to attend and vote at the general meeting may only be exercised when the transfer has been entered in the register of shareholders five working days prior to the general meeting (date of registration).
The company shall have an election committee consisting of three members elected by the general meeting for a term of one year. The general meeting elects the chairman of the nomination committee and determines instructions for the nomination committee. The general meeting determines the remuneration of the nomination committee.
The nomination committee submits a recommendation to the general meeting on shareholder-elected board composition and on remuneration to the members of the board.
When documents concerning matters to be discussed at the general meeting are made available to the shareholders on the Company’s website, the requirement in the Norwegian Public Limited Liability Companies Act that such documents shall be sent to the shareholders shall not apply. This also applies to documents which, according to law, shall be included or enclosed to the notice of the general meeting. A shareholder may nonetheless request hard copies of such documents to be sent to him or her. The Company cannot claim any form of compensation for sending the documents to the shareholders.
The provisions of the Norwegian Public Limited Liability Companies Act, as amended from time to time, shall apply.