Articles of Association
Articles of Association Mowi ASA.
Last amended 23 August 2019.
§ 4 The share capital is NOK 3,878,333,182.50 divided into 517,111,091 shares at a nominal value of NOK 7.5 each.
§ 5 The board of directors shall consist of 6 to 12 members. The board members shall be elected for a period of two years. The chairman and the vice chairman of the board shall be elected by the shareholders’ meeting.
§ 6 The company shall have a nominating committee consisting of three members which shall be elected by the shareholders’ meeting. The Chairman of the nomination committee shall be elected by the shareholders’ meeting.
The nominating committee shall be elected for a period of two years. The nominating committee shall submit its recommendations to the shareholders’ meeting. The nominating committee’s recommendation shall also include recommendations regarding remuneration to the members of the board. The shareholders’ meeting may resolve directives for the nominating committee’s work.
§ 7 Power of signature for the company is exercised jointly by the company’s CEO and one of the Board members, or by two Board members jointly.
The board may grant power of procuration.
§ 8 The agenda of an ordinary shareholders’ meeting shall include:
- The board’s annual report.
- Approval of financial statement and balance sheet.
- Allocation of profit or coverage of deficit in accordance with the declared dividend and balance sheet.
- Other matters which according to law or the company’s articles of association shall be decided by the shareholders’ meeting and are mentioned in the summons.
Shareholders may cast their votes in writing prior to the Company’s general meetings. Such votes can also be cast by use of electronic communication. The permission to cast an advance vote requires the presence of an adequate method for authenticating the sender. The board determines whether an adequate method is present prior to each general meeting. The board may adopt more detailed guidelines for advance voting. It must be stated in the notice of each general meeting whether advance voting is permitted and which guidelines, if any, are resolved for such voting.
§ 9 When documents concerning matters to be discussed at the general meeting are made available to the shareholders on the Company’s website, the requirement in the Public Companies Act that such documents shall be sent to the shareholders shall not apply. This also applies to documents which, according to law, shall be included or enclosed to the notice of the general meeting. A shareholder may nonetheless request hard copies of such documents to be sent to him or her. The Company cannot claim any form of compensation for sending the documents to the shareholders.
§ 10 The provisions of the Companies Act, as they may from time to time be amended, shall apply.