Articles of Association *)
*) This is a translation of the valid Norwegian Articles of Association, resolved in
General Meeting on 30 May 2016, for information purposes only
The name of the company is RASMUSSENGRUPPEN AS.
The company’s business is – directly and/or indirectly – to acquire, hold and sell shares, bonds and other financial instruments, and all activities relating thereto. The company’s business is – directly and/or indirectly – to acquire, project, build, own, operate, rent out and sell real estate and all activities relating thereto. The company can also own – completely or partially – or participate in companies or other commercial enterprises that conduct other business.
The company’s registered office is located in Kristiansand.
The share capital of the company is NOK 1,094,284,800. The shares are divided into 951,552 shares of class A with a total nominal value of NOK 10,942,848 and 94,203,648 shares of class B with a total nominal value of NOK 1,083,341,952, in total 95,155,200 shares each with a nominal value of NOK 11.50.
The shares of the company shall not be registered in a central securities depository.
Shares of class A have voting rights. Shares of class B do not have voting rights. Otherwise, all shares carry equal rights in the company.
When increasing the share capital, all shareholders are given preferential rights to new shares or new share capital pro rata to their current shareholding in the respective share class.
Shares in the company are not to be pledged, with the exception that shares in the company can be pledged for deferred tax on any profits from tax relocation.
Any acquisition of shares is subject to consent from the company. The decision is to be made as soon as possible following the notification of the acquisition to the company. It is the responsibility of the Board of Directors to decide whether to grant such consent.
Consent can only be declined on justifiable grounds. Consent can not be declined in cases where exceptions from the company`s pre-emption rights pursuant to provisions in § 7 of these Articles of Association are made.
The acquirer shall without delay be informed of the decision. If consent is not granted, the reasons shall be stated and the acquirer shall be informed of any actions required to remedy the situation.
If the acquirer is not informed that consent has been declined within two months following the notification to the company on the acquisition, consent shall be deemed to have been granted.
The shareholders do not have pre-emption rights to acquire shares whose ownership have changed, shares to be disposed of or otherwise change ownership.
The company shall have pre-emption rights to shares whose ownership have changed, or shares to be disposed of or otherwise change ownership. The pre-emption right can not be exercised when the acquirer is a relative in direct descending line of descent to Einar Normann Rasmussen (born 22-08-1907 – deceased 14-08-1975).
The company’s acquisition of shares in the company shall be made at the agreed predetermined price with the buyer.
If the acquisition of shares is by gift, gift sale or by inheritance (including by will) and the acquirer is not a relative in direct descending line of descent to Einar Normann Rasmussen (born 22-08-1907 – deceased 14-08-1975), the exercise of pre-emption rights shall be made at market price for the particular share. Within two weeks after the pre-emption right has been exercised, each party must appoint a valuer with qualifications equivalent to a state authorized public accountant to determine the market price. If one of the parties have not appointed a valuer within the deadline, the other party shall appoint an additional valuer with qualifications equivalent to a state authorized public accountant within 2 weeks after the expiry of the deadline. If the two valuers do not agree upon a market price and the parties do not agree to set the price based on an average, a third valuer with qualifications equivalent to a state authorized public accountant shall be nominated by the Norwegian Institute of Public Accountants at the request of one or both parties. If the three valuers do not agree upon a market price, the average of their valuations shall be used as the market price with final and binding effect. The company shall pay the valuers’ fees and any fees payable to the Norwegian Institute of Public Accountants.
The company’s pre-emption right can not be exercised for less shares than the total number of shares for which the right can be exercised.
The company’s pre-emption right must be exercised no later than two months after the company was notified of shares that have changed ownership or will change ownership. Settlement shall be made within one month after the pre-emption right was exercised, or – in the case of acquisition of shares by gift, gift sale or by inheritance (including by will) – within one month after the market price is determined with final and binding effect.
Instead of acquiring shares, the company may choose to exercise its pre-emption right by redeeming all or part of the shares by reducing the share capital in accordance with the provisions of § 12-7 of the Norwegian Private Limited Liability Companies Act. The provisions in § 7 of these Articles of Association, third to sixth paragraph, apply correspondingly by redemption of shares.
In accordance with the General Meeting’s decision, the company shall have a Board of Directors of no fewer than four and no more than five members. The General Meeting can elect one or more Deputy Directors to the Board of Directors. The General Meeting elects the Board of Directors and Deputy Director(s) to the Board of Directors for one year at a time. The General Meeting elects the Chairman of the Board.
The company shall have a General Manager appointed by the General Meeting. The company can not have more than one General Manager. The General Meeting can elect the General Manager as a Director in the Board of Directors.
The Board of Directors or the Chairman of the Board together with two other Directors or the General Manager have the authority to sign for the company.
The Board of Directors may grant power of procuration.
The Ordinary General Meeting is held before the end of May each year.
Ordinary and Extraordinary General Meetings are convened in writing and at latest by the deadline stipulated in the Norwegian Private Limited Liability Companies Act.
In the General Meeting, each share of class A has one vote.
Shareholders may attend by a proxy, and the person authorized to serve under proxy shall submit a written and dated proxy.
The Ordinary General Meeting shall deal with and decide on the following matters:
1. Approval of the annual accounts – consisting of company accounts and consolidated accounts – and of the annual report, including distribution of dividends;
2. Other matters, which by virtue of law or the Articles of Association pertain to the General Meeting.
The General Meeting elects the company’s auditor. The auditor serves until another auditor is elected.