The Articles of Association

Articles of Association for Q-Free ASA

Article 1. 
The name of the Company shall be Q-Free ASA. The Company shall be a public limited company.

Article 2. 

The Company’s registered place of business shall be in the City of Trondheim.

Article 3. 
The object of the Company is, by itself or through ownership in other companies, to engage in research, development, production, operations and sale of information technology products and systems plus everything therewith connected.

Article 4. 
The Company’s share capital shall be NOK 33,904,909.48 divided between 89,223,446 shares, each of NOK 0.38 face value.

The Company’s shares shall be registered in the Norwegian Central Securities Depository (VPS).

Article 5. 
The Board of the Company shall have  between three and eight members, as the general meeting shall stipulate.

The Board shall represent the Company outwardly, and sign for it. The signature of the Company is also vested in the Chairman of the Board and one other Board member acting jointly.

The Board may grant procuration (registered power of attorney).

Article 6. 
The annual general meeting shall be held before 30 June, either in the City of Trondheim or the City of Oslo.

Invitation to the general meeting shall require at least 21 days’ written application to all shareholders with known addresses.

The Board may determine that documents pertaining to matters for discussion at the general meeting shall not be sent to the shareholders when these documents are made available on the Company’s Web pages. The same shall apply to documents that by statute must be incorporated into or appended to the invitation to the general meeting. A shareholder may nevertheless, by application to the Company, demand to be sent documents pertaining to matters for discussion at the general meeting.

The right to participate and vote at the general meeting may only be exercised for shares that are entered in the Register of Shareholders (VPS) on the fifth working day prior to the general meeting (the date of registration).

Shareholders who, either in their own persons or by proxies, wish to participate in the general meeting, shall communicate this to the Company within the deadline that the Board has stipulated in the invitation. Such deadlines cannot expire earlier than five days prior to the meeting.

The Ordinary General Meeting shall consider:

  1. Adoption of profit and loss account and balance sheet.
  2. Application of profit or coverage of loss pursuant to the adopted balance sheet and distribution of dividend.
  3. Election of the Board and the Chairman of the Board.
  4. Stipulation of the Board’s remuneration.
  5. Election of members of the Nominations Committee.
  6. Stipulation of the compensation to the Nominations Committee.
  7. Stipulation of the compensation to the auditor.
  8. Other matters that the Board places on the agenda, or that a shareholder wants considered, when such an item is notified in writing to the Board within seven days before the deadline for invitation to the general meeting, together with a proposal for decision or a justification for putting the proposal on the agenda. If the invitation has already taken place, a new invitation shall be made if the deadline for invitation to the general meeting has not passed.
  9. Other matters that pursuant to statute pertain to the general meeting.

Article 7. 
The Company shall have a Nominations Committee, whose mission shall be to make recommendations to the general meeting for shareholder-elected members to the Board, and also propose the Board’s emoluments.

The Nominations Committee shall consist of three members who shall be shareholders or representatives of shareholders. The members shall be elected by the general meeting. The members of the Nominations Committee shall be elected for two years at a time. The general meeting may decide on instructions for the Nominations Committee.

Article 8. 

Reference is otherwise made to the current companies legislation.

Articles of Association as of 17 August 2018.

The shareholders of Q-Free ASA