Articles of Association


ARTICLES OF ASSOCIATION

FOR

BIONOR PHARMA ASA

966 033 967

(last amended 9 September 2016)


§ 1

The company's name is Bionor Pharma ASA. The company is a public limited liability company.

§ 2

The registered office of the company is in Oslo.

§ 3

The objectives of the company are to conduct business, invest in and/or own rights within biotechnology and pharmaceuticals or other areas..

§ 4

The share capital of the company is NOK 138,566,909.70 divided into 1,385,669,097 shares each with a par value of NOK 0.10. The shares of the company shall be registered in the Norwegian Registry of Securities. 

§ 5

The board of directors shall consist of three to eight board members in accordance with the resolutions by the general meeting. The chairman of the board shall not have a casting vote in event of a voting tie. In the event of a voting tie, no resolutions shall be considered resolved.  The company is signed by the Chief Executive Officer alone. The company shall have one Chief Executive Officer.

§ 6

At the annual general meeting the following items shall be addressed and decided:

  1. Approval of the annual financial accounts and the annual report, including distribution of profits or coverage of losses.
  2. Determination of consolidated profit and loss account.
  3. Any other business that by law or pursuant to the Articles of Association is to be transacted at the general meeting.


§ 7

The Nomination Committee consists of three members. The members of the Nomination Committee are elected for a term of two years, unless the General Meeting resolves a shorter term.

The task of the Nomination Committee is to make a recommendation to the General Meeting regarding:

a) The election of members and chairman to the Board of Directors.
b) The election of members and chairman to the Nomination Committee
c) Remuneration of board members and members of the Nomination Committee.
d) Changes in the mandate or statutes of the Nomination Committee

§ 8

The general requirements under the Norwegian Public Limited Liability Companies Act that all documents regarding items on the agenda on the general meeting shall be sent to the shareholders are not applicable when the documents are available on the company's website. This also applies to documents which pursuant to Norwegian law shall be inserted or attached to the notice of the general meeting.


§ 9

If the board of directors consider it to be appropriate, the shareholders shall be available to vote in writing in a period before the general meetings, including by use of electronic communication. Vote in writing by a shareholder is subject to that the board of directors has satisfactory methods for authentication of the sender of such vote and the regulations of the Norwegian Public Limited Liability Companies Act.

§ 10

A shareholders right to participate and vote in the general meeting can only be exercised if the acquisition of shares is inserted in the shareholders register latest by the fifth workday before the general meeting, cf. section 4-2 third paragraph in the Norwegian Public Limited Liability Companies Act. The Company can impose a deadline for notifying the Company of their participation at the general meeting which can be no earlier than the fifth working day before the general meeting.

***

Unofficial translation. The Norwegian version will prevail.


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