Page 82 - Kitron Annual Report 2011

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82
Kitron annual report 2011
Articles of Association
(latest update 4 February 2010)
§ 1
The company’s name is Kitron
ASA. The company is a public lim-
ited company.
§ 2
The company’s registered office
shall be located in the municipality
of Asker.
§ 3
Kitron’s business is manufacturing
and development activities related to
electronics. The business includes
purchase and sale of shares and
companies in the same or related
business sectors. The business may
also include related consultancy
activities and other activities associ-
ated with the operation.
§ 4
The share capital of the company
is NOK 172,961,625.- divided
into 172,961,625 shares with face
value NOK 1.- each. The compa-
ny’s shares shall be registered at
the Norwegian Central Securities
Depository.
§ 5
The company’s board of directors
shall have from 7 to 11 members
as resolved by the general meet-
ing. The board elects its own chair-
man. Two board members can
jointly sign for the company. The
board can grant power of attorney.
§ 6
The ordinary general meeting is
held each year before the end of
the month of June. The ordinary
general meeting shall:
1. Consider and approve the an-
nual report, the profit and loss
statement and the balance
sheet for the preceding year
2. Consider and approve the ap-
plication of profit or coverage of
deficit according to the adopted
balance sheet, as well as pay-
ment of dividend
3. Consider and resolve other mat-
ters that pertain to the general
meeting according to Norwe-
gian law
The company may hold its general
meeting in the municipality of Oslo.
§ 7
Kitron shall have a nomination com-
mittee. The nomination committee
shall have three members, including
its chairman. Members of the nomi-
nation committee shall be elected
for a term of office of two years.
The annual general meeting of
Kitron shall elect the chairman
and the members of the nomina-
tion committee. The mandate of
the nomination committee shall be
determined by the annual general
meeting. The annual general meet-
ing shall also determine the com-
mittee’s remuneration.
The nomination committee shall
submit proposals to the annual
general meeting in respect of the
following matters:
• Propose candidates for election
to the board of directors
• Propose the fees to be paid to
the members of the board of
directors
§ 8
Any issue that has not been
resolved in these Articles of As-
sociation shall be considered in
accordance with the regulations
in the existing laws applicable to
limited companies.
§ 9
Documents concerning matters to
be considered at the general meet-
ing are not required to be sent to
the shareholders if the documents
are made available for the share-
holders at the company’s websites.
This also applies for documents
that pursuant to law shall be in-
cluded in or attached to the notice
of the general meeting. A share-
holder may nonetheless require that
documents concerning matters to
be considered at the general meet-
ing are sent to him/her.
§ 10
The right to participate in and
vote at a general meeting can only
be exercised if the acquisition of
the shares in question has been
recorded in the company’s share
register no later than the fifth
business day before the date of
the general meeting (the “record
date”).
§ 11
Shareholders may vote in advance,
either in writing or by electronic
means, up to 2 days prior to the
general meeting. The board of
directors determines further in the
notice to general meeting how
such voting shall be carried out.