§ 1 Company name
The name of the Company is Cxense ASA. The Company is a public limited liability company (“allmennaksjeselskap”).
§ 2 Registered office
The Company’s registered office is in Oslo, Norway.
§ 3 Business
The Company’s business is information technology, including development, operations, sales and licensing of software, and other naturally associated activities, including participation in other companies with similar operations.
§ 4 Share capital
The Company’s share capital is NOK 39,790,060 divided into 7,958,012 shares, each share having a par value of NOK 5. The Company’s shares shall be registered in the Norwegian Registry of Securities.
§ 5 Board
The Company’s board consists of three to six members, according to the decisions of the General Meeting.
§ 6 General Meeting
The Annual General Meeting shall consider:
Approval of the annual report and accounts, including distribution of dividends.
Other matters which by law or the Articles of Association are to be determined by the General Meeting.
Election of chairman and members of the Nomination Committee, and determination of remuneration to the members of the Nomination Committee.
§ 7 Nomination Committee
a. The Company shall have a Nomination Committee. The Nomination Committee shall have 3 members, including a chairman. Members of the Nomination Committee shall be elected by the Annual General Meeting for a term of two years.
b. The Nomination Committee shall:
Propose candidates for election to the Board of Directors
Propose the remuneration to be paid to the Board members
Propose candidates for election to the Nomination Committee
Propose the remuneration to be paid to the Nomination Committee members
c. The mandate of the Nomination Committee shall be resolved by the Annual General Meeting.
§ 8 Notice of General Meeting
The Annual General Meeting is held each year by the end of June. The notice with agenda is provided with a minimum of two weeks written notice to the shareholders, provided, however, that the notice period shall be 21 days in the event that the Company`s shares are listed on a regulated marked. Extraordinary General Meetings are held in accordance with the provisions of the Public Limited Liability Companies Act.
§ 9 Share registration
The Company registers its shareholders in the shareholder register.
§10 Matters of consideration
All matters that a shareholder would like to have considered at the Annual General Meeting shall be in writing and sent to the Board of Directors in due time before the notice for general meeting, however, no later than one week before the notice is issued.
§11 Attendance at the General Meeting
A shareholder who wishes to attend the General Meeting, in person or by proxy, shall notify his or her attendance to the Company no later than 2 days prior to the General Meeting. If the shareholder does not notify the Company of his or her attendance in a timely manner, the Company may deny him or her access to the General Meeting.
§12 Use of electronic communication between the Company and the shareholders; exception from requirements to submit documents with notice of general meeting
The Company may use electronic communication to give messages, notices, information, documentation, announcements and similar to a shareholder. Documents which timely have been made available on the Internet site of the Company, and which deal with matters that are to be considered at the Annual General Meeting, need not to be sent to the Company`s shareholders.
§13 The relationship with the Companies Act
Reference is otherwise made to the Public Limited Liability Companies Act.
Dated: 5 January 2017