Articles of association for Aker ASA
(last amended at the ordinary general meeting on 17 April 2015)
§ 1 Form of business organisation, registered office and name
The company is a public limited liability company with its registered office in Bærum. The name of the company is Aker ASA.
§ 2 Objective
The objectives of the company are to own and carry out industrial and other associated businesses, capital management and other functions for the Group, as well as participation in or acquisition of other businesses.
§ 3 Share Capital
The company's share capital is NOK 2,081,012,136, divided on 74,321,862 shares, each having a face value of NOK 28. The company's shares shall be registered with the Norwegian Central Securities Depository.
§ 4 Board of Directors
The Board of Directors consists of 6 – 12 directors, of whom 1/3 is elected by and among the employees of the companies within the Aker Group. Up to three deputy directors elected by the shareholders may be elected each year.
§ 5 Nomination Committee
The company shall have a nomination committee, consisting of at least three members elected by the general meeting. The nomination committee shall prepare the election of directors. The general meeting may adopt instructions for the nomination committee's tasks.
§ 6 Signature
The Chairman alone, or one director and Chief Executive Officer jointly, are empowered to sign on behalf of the company.
§ 7 General Meeting
Notice of the General Meeting shall be made by written notification to all shareholders with a known address.
Provided documents concerning items to be discussed at the General Meeting are made available at the company’s web-site, the requirement of mailing the documents to the shareholders does not apply. This also applies for documents which, according to the law, shall be included in or attached to the notice of General Meeting. Despite this, each shareholder is entitled to request that the documents concerning items to be discussed at the General Meeting are mailed.
The company may set a deadline in the Notice of General Meeting for registration of attendance to the General Meeting, which shall not fall earlier than five (5) days prior to the General Meeting.
The Board can decide that the shareholders shall be able to cast votes in writing, including by electronic communication, in a period prior to the General Meeting. For such voting an adequate method to authenticate the sender shall be used.
The Chairman of the Board or a person designated by him shall preside at the General Meeting. The Annual General Meeting shall discuss and decide on the following matters.
a) Approval of the annual accounts and the annual report, including distribution of dividend, if any.
b) Other matters that pursuant to law or the Articles of Association fall under the authority of the general meeting.”