Articles of association
§1 The Company
The Company’s name is StrongPoint ASA. The Company is a public limited Company.
§2 Municipality
The Company’s registered office is in Oslo.
§3 The Company’s Activities
The company’s business is to be a leading developer, producer, integrator and marketer of technological solutions focused on retail, e-commerce or other trade. The company can also participate in other business activities.
§4 Share capital
The share capital is NOK 27,830,778.24, divided on 44,888,352 shares with a nominal value of NOK 0.62.
§5 Shares
The shares in the company are freely transferable. The shares must be registered in a public share register.
§6 Directors
The Board shall consist of 5 to 11 members, according to the decision by the General Meeting. A board member is elected for one (1) year at a time.
§7 Signature
The company’s signature is assigned to the chairman of the board jointly with one (1) board member.
§8 The general meeting
The Annual General Meeting shall be held each year before the end of May. Only those who are shareholders five business days prior to the General Meeting (the record date) have the right to participate and vote at the General Meeting. Shareholders who wish to participate in a General Meeting of the company, shall notify the company of this within a deadline which is set out in the notice of the General Meeting, and which cannot expire earlier than two
business days prior to the General Meeting. Shareholders who have not given notice within the expiry of the deadline, will be denied participation.
The Annual General Meeting shall:
1. Approve the annual accounts and the Board of Directors report of StrongPoint ASA and the Group, including the payment of dividends;
2. Elect members of the board and nomination committee, and determining their remuneration
3. Approve the Board’s declaration of salary and other remuneration to leading employees
4. Other matters which, under law or the Articles of Association, is to be decided by the General Meeting.
Documents relating to matters to be considered at the General Meeting, including documents which by law should be included in or attached to the notice, need not be sent to shareholders if the documents are available on the company website. However, a shareholder can request to receive documents by mail concerning matters to be considered at the General Meeting.
The Board of Directors can decide that shareholders can be allowed to cast their votes in writing in advance on items on the published agenda for the Company’s general meetings. Such votes may also be cast by electronic communication. Being allowed to cast votes in advance is contingent on having a satisfactory method to authenticate the identity of the sender. The Board of Directors can establish more specific guidelines for dealing with advance votes in writing. It shall state on the notice of the General Meeting whether it will be possible to vote in writing prior to the General Meeting, and what guidelines, if any, have been established for such voting.
§9 Nomination committee
The Company shall have a Nomination Committee, which shall be elected by the General Meeting. The Nomination Committee shall consist of three (3) members and be elected for two (2) years at a time.
The Nomination Committee provides proposals to the General Meeting regarding the election of the Chairman of the Board, members of the Board and any alternate members of the Board. The Nomination Committee further provides proposals to the General Meeting on Board remuneration.
The General Meeting gives instructions for the nomination committee and determines the fees for the members of the nomination committee.