Articles of Association

Paragraph 1.
The company’s name is Q-Free ASA. The company shall be a public limited company.

Paragraph 2.
The company’s registered office is in Trondheim, Norway.

Paragraph 3.
The company’s object is to be engaged in research, development, production, operation and sales of information technology products and systems and everything else in this connection.

Paragraph 4.
The share capital of the company is NOK 22,893,863.80, distributed between 60,247,010 stocks, each with a par value of NOK 0.38.

The company’s shares shall be registered in Verdipapirsentralen (The Norwegian Registry of Securities).

Paragraph 5.
The Board of Directors shall have 3-8 members subject to the General Meeting’s decision.

The Board of Directors represents the company, and has the right to sign the company. In addition, the Chairman of the Board and one member of the Board jointly have the right to sign the company.

The Board of Directors may grant powers of procuration.

Paragraph 6.
An Ordinary General Meeting will be held prior June 30th. The General meeting is to take place either in Trondheim Municipal or Oslo Municipal.

Shareholders themselves, or represented by legal representative, planning to participate at the General meeting, shall notify the company within a deadline set by the board of directors in the notice. The deadline can not expire earlier than five days before the date of the General meeting.


The Ordinary General Meeting shall handle:

1. Pass resolution of result and balance.
2. Allocation of profit or covering of loss in accordance with the stipulated balance and distribution of dividends.
3. Election of members to the Board of Directors and Chairman of the Board of Directors.
4. Pass resolution of remuneration for the members of the board.
5. Elect members to the election committee.
6. Pass resolution of remuneration for the members of the election committee.
7. Pass resolution of the auditor’s remuneration.
8. Other cases that the Board submit in their summon or as a shareholder wish to address when such is submitted at the latest 3 weeks prior to the General Meeting.
9. Other cases that according to Law falls within the powers of the General Meeting.

Paragraph 7.
The company shall have an election committee. The election committee’s task is to submit nomination to the general meeting for the election of shareholder-elected members to the Board, and to suggest remuneration to the Board.

The election committee consists of three members who shall be shareholders or representatives for the shareholders. The general meeting elects the members. The election committee members are elected for two years at a time. The General Meeting can pass regulations governing the election committee.

Paragraph 8.
Furthermore, the company legislation at any given time shall be applicable.

Trondheim, 28. April 2010.

Shareholders of Q-Free ASA

Print