Articles of Association
Itera ASA
(changed in the Annual General Meeting 5 May 2011)
§ 1
The Company’s name is Itera ASA. The Company is a public limited company.
§ 2
The Company’s registered office is in Oslo.
§ 3
The Company’s objective is to engage in information technology, including among other things to invest in companies with corresponding or similar objectives.
§ 4
The Company’s share capital is NOK 24,882,104 divided into 82,940,346 shares, each with a par value of NOK 0.30. The Company’s shares shall be registered in the Norwegian Central Securities Depository (VPS).
§ 5
The Company’s Board of Directors consists of 3 – 5 members, elected by the General Meeting. Two board members shall jointly have signature rights for the Company. The Company shall not have more than one general manager.
§ 6
The Company shall have a Nomination Committee. The Nomination Committee shall consist of three members. The three shareholders holding most shares at the year-end are each entitled to appoint one member of the Committee. The Nomination Committee is responsible for contacting the entitled shareholders. If any of the entitled shareholders does not want to make use of his/her right to appoint a member, the next shareholder with most shares shall be entitled to do so. The Committee appoints its own chairman. The Committee shall present a proposal for candidates to be elected as board members by the shareholders and other tasks in accordance with the instruction for the Nomination Committee. The General Meeting shall determine the remuneration to the members of the Committee.
§ 7
The Annual General Meeting shall address and decide the following matters:
1. Determining of the Profit and Loss account and the Balance Sheet,
including allocation of the profit for the year or cover of the loss for
the year.
2. Determining of the Profit and Loss account and the Balance Sheet for
the Group.
3. Any other matters which by law or in accordance with the Articles of
Association belong under the Annual General Meeting.
Documents relating to issues to be resolved at the General Meeting may be published on the Company’s website. The same applies to documents that due to statutory requirements must be attached to or included in the notice to the General Meeting. If the documents are published in such a manner, the statutory requirements for postal distribution to the shareholders shall not apply. A shareholder may still request to have sent documents that shall be considered by the General Meeting.
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