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:

1. Approval of the annual accounts and annual report
2. Application of the company’s profit or coverage of loss, including distribution of dividends
3. Determination of the remuneration for board members and approval of the auditor’s fee
4. Election of or changes in the board of directors
5. 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. Such notice must be received by the company no later than 2 – two – working days prior to the date of the general meeting. The Board can, before notice to the general meeting has been sent, decide a later deadline for the notice. The right to participate and vote on the general meeting can only be exercised by those who are shareholders 5 -five- working days prior to the general meeting (record date).

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.