Articles of Associations
Articles of association
Article 1 – Name
The name of the company is Elmera Group ASA.
Article 2 – Type of company
The company is a public limited liability company.
Article 3 – Registered office
The company's registered office is in the municipality of Bergen.
Article 4 – Objective
The objective of the company is to trade electrical power and other energy in the end-user market, and any thereto related business, including participation in other companies.
Article 5 – Share capital
The company's share capital is NOK 34,305,540, divided into 114,351,800 shares, each with a nominal value of NOK 0.30. The company’s shares shall be registered with Verdipapirsentralen (the Norwegian Registry of Securities) (VPS).
Article 6 – Board of directors
The Board of Directors shall have up to 6 shareholder elected board members. The shareholders elected board members are elected by the general meeting. In addition, the Board of Directors consist of any employee representatives.
Article 7 – Signature
The right to sign on behalf of the company shall be vested in the chairman of the board and one board member jointly, or the chairman of the board and the general manager jointly, or by two board members and the general manager jointly. The board may grant signature rights to others.
Article 8 – General meeting
The ordinary general meeting shall be held annually and shall consider the following items of business:
- Approval of the annual accounts and annual report
- Application of the company’s profit or coverage of loss, including distribution of dividends
- Determination of the remuneration for board members and approval of the auditor’s fee
- Election of or changes in the board of directors
- Other matters that pursuant to law or articles of association shall be dealt with by the ordinary general meeting
Article 9 – Notice of Annual General Meeting
Documents relating to items on the agenda for the general meeting do not need to be sent to the shareholders if the documents are made available to the shareholders on the company's website. This also applies to documents which are required by law to be included in or attached to the notice of the general meeting. Shareholders may nevertheless request to receive by mail documents relating to business that is going to be dealt with at the general meeting. The documents shall be made available on the company's website no later than 21 days before the general meeting.
Article 10 – Attendance to the general meeting
Shareholders wishing to attend the general meeting in the company have to notify the company within 3 – three – days prior to the date of the general meeting. Shareholders who have not provided such notice to the company within 3 days prior to the date of the general meeting may be refused access to the general meeting. The right to participate and vote on the general meeting can only be exercised when the transfer has been entered in the register of shareholders five working days prior to the general meeting (date of registration).
Article 11 – Voting
Shareholders shall be able to cast their vote in writing on items on the agenda for the general meeting for a period of up to 3 – three – working days prior to the general meeting, including through the use of electronic communications, insofar as the company's board finds reliable methods of authentication of the caster of such votes and in accordance with the provisions of the Act relating to Public Limited Liability Companies.
Article 12 – Nomination committee
The company shall have a nomination committee, the members of which are elected by the general meeting. The nomination committee shall have from 1 to 3 members. The members and the chair of the committee are elected by the general meeting. The general meeting also determines the remuneration for the members and the chair of the committee. The nomination committee shall prepare and propose candidates for the election of board members for the general meeting. The committee shall also make recommendations to the general meeting regarding the remuneration of board members. The general meeting may adopt instructions for the nomination committee's work. The nomination committee's recommendations shall be made available on the company's website no later than 21 days before the general meeting.
Article 13 – Audit committee
The company shall have an audit committee elected by and among the board members. The committee shall have three members. The board shall issue detailed instructions for the audit committee's work.
Article 14 – Remuneration committee
The company shall have a remuneration committee. The board shall issue detailed instructions for the remuneration committee's work.
Article 15 – Act relating to Public Limited Liability Companies
In all other respects, reference is made to the current legislation on public limited liability companies.