Articles of Association

§ 1
The business name of the Company is Simrad Optronics ASA. The Company is a public limited company (Norway).

 

§ 2
The registered office of the Company is in Nøtterøy municipality. The Board of Directors may decide to conduct the general meetings in Oslo municipality.

 

§ 3
The objects of the Company are to engage in industrial activities, trade and other related activities such as participation in other companies of similar category as well as to own and manage real estate, securities and other capital assets.

 

 § 4
The Company's share capital is NOK 37,096,327.9593917 divided into 71,587,195 shares, each share having a nominal value of NOK 0.518197814. The share capital is fully paid. The Company's shares shall be registered with the Norwegian Securities Registry.

 

§ 5
The Company's Board is to consist of three (3) to seven (7) members as resolved by the General Meeting.

 

§ 6
The Chairman of the Board is authorised to sign for the Company. The Board may grant power of procuration.

 

§ 7
The company shall have a nomination committee. The nomination committee shall consist of 3 members who shall be shareholders or representatives for the shareholders. The members of the nomination committee, including its chairman, shall be appointed by the general meeting for a period of two years if not otherwise decided by the general meeting. Remuneration to the members of the nomination committee shall be adopted by the general meeting. The duty of the nomination committee is to present its recommendation to the general meeting in respect of:

 

(i)   Election of shareholder elected members and deputy members to the board of directors including chairman of the board,

(ii)   Remuneration to be paid to the members of the board of directors,

(iii)  Election of members to the nomination committee including chairman of the nomination committee, and

(iv)  Remuneration to be paid to the members of the nomination committee."

 

§ 8
The Ordinary General Meeting shall decide on the following:

 1. Approval of financial statements.

 2. Application of profit or coverage of loss pursuant to the approved balance and distribution of dividend.

 3. Any other matters that mandated by law fall under the General Meeting.