Office Translation - For information purposes only
Clavis Pharma ASA (as per May 2012)
Articles of Association
Article 1. Name
The name of the company is Clavis Pharma ASA. The company is a public limited company.
Article 2. Registered Office
The Company's registered office is located in the City of Oslo.
Article 3. Purpose
The Company's business is to develop, manufacture, market and sell pharmaceuticals and all activities related hereto.
Article 4. Share-capital
The Company's share capital is NOK 33,755,515 divided into 33,755,515 shares at a par value of NOK 1. The shares shall be registered with the Norwegian Central Securities Depository.
Article 5. Board of Directors
The Board of the Company shall be composed of 5-8 members.
The Board will be elected for two years at the time and the members of the Board may be re-elected. If as a result of a Board vote there is an equality of votes, the Chairman of the Board shall have the casting vote.
Article 6. Election Committee
The Company shall have an Election Committee. The committee shall consist of three members. The members of the Committee shall be elected by the Company's General Meeting, who also appoints the Committee's Chairperson. The General Meeting shall also adopt the rules of procedure for the Committee's work.
Article 7. Signature
The company's signature is held jointly by two of the members of the Board. The Board may grant power of procuration.
Article 8. Ordinary Shareholders Meeting
The ordinary shareholders' meeting is to be held annually by the end of June. The notice to the shareholders meeting shall be dispatched at the latest two weeks prior to the meeting being held. The notice shall give an itemised agenda of items to be considered.
The following items must be considered at the shareholders meeting;
- Adoption of the profit and loss accounts and the balance sheet, including the declaration of dividend.
- Stipulation of remuneration to the Board and approval of remuneration to the state authorised accountant.
- Election of the Chairman of the Board, members of the Board and state authorised accountant.
- Other matters specified by statute for consideration by the shareholders meeting.
Article 9. Electronic distribution of annual accounts and other documents for shareholders' meetings
Documents relating to matters which shall be considered at a general meeting need not be sent to the shareholders if the documents have been made available to the shareholders on the Company's website. This also includes documents that according to law shall be incorporated into or be attached to the notice of the general meeting. A shareholder may require that documents which shall be considered at a general meeting is sent to the shareholder.
Article 10. Approval of advance voting at a shareholder meeting
The Board may decide that the shareholders may vote in writing, including by way of electronic communication, in a period before the general meeting. Voting in writing requires an adequately secure method to authenticate the sender.