VMETRO ASA
ARTICLES OF ASSOCIATION
MAY 3, 2006
§ 1
The name of the Company is VMETRO ASA. It is a public limited company.
§ 2
The business office of the Company is located in Oslo.
§ 3
The business of the Company shall be in the areas of product development, manufacturing, sales and distribution of products related to IT technology, as well as services related to such products and technology, including participation in similar businesses and companies.
§ 4
The capital stock of the Company is NOK 11 491 040 with 22 982 080 shares issued at a nominal value of NOK 0.50 per share fully paid for. The shares of the Company shall be registered at the Norwegian Central Securities Depository (VPS).
§ 5
The board of directors of the Company shall be constituted by 3 to 7 members according to the motion carried at the annual general meeting. The Board of Directors shall have a Chairman and a Vice-Chairman that the board itself appoints.
§ 6
The annual general meeting is held by the end of June each year. An extraordinary general meeting can be called when deemed necessary by the board of directors or can be called by shareholders representing at least 5% of capital stock. An annual general meeting is called by the Chairman of the Board with at least 14 days prior notice to the shareholders with valid addresses.
§ 7
The Company shall form a nomination committee consisting of 3 members elected by the shareholders. The nomination committee shall nominate members to the Board of Directors and propose their remuneration at the annual general meeting. The recommendations of the nomination committee shall be sent to shareholders together with the notice of the annual general meeting that includes the election on the agenda. As far as is possible, the composition of the nomination committee should reflect the composition of the shareholders. The nomination committee shall have a tenure of one year. Board members are not eligible to be members of the nomination committee. The Board of Directors' recommendations for members to the nomination committee shall be included in the notice of the annual general meeting.
§ 8
At the annual general meeting, the following matters shall be considered:
- Approval of the annual accounts and annual report, including dividend payout
- Other matters that, according to the rules and articles of association, should be considered
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