ABG SUNDAL COLLIER HOLDING ASA - ARTICLES OF ASSOCIATION
(Last amended March 25, 2010) Translated from Norwegian original
§ 1
The name of the Company is ABG Sundal Collier Holding ASA. The Company is a public limited company.
§ 2
The Company’s registered office is in Oslo.
§ 3
The Company shall, through is subsidiaries conduct investment service activities, asset management service and sale and distribution of financial products, investment in other companies that conduct similar activities and other business connected to or supplementing its business.
§ 4
The Company’s share capital is NOK 86,411,059.57 divided into 375,700,259 shares, each with a nominal value of NOK 0.23. The Company’s shares shall be registered in VPS.
§ 5
-The Board of Director shall consist of between four and eight members elected in accordance with the decision of the General Meeting. The election period is for two years.
-The Company’s signatory power is held by the chairman together with one board member, or one board member together with the general manager. The Board of Directors may grant signatory power and power of procuration.
-The Company can, if decided by the board, have two general managers.
§ 6
-The nomination committee shall consist of three members elected in accordance with the decision of the General Meeting.
-The nomination committee shall propose the election of board members and the remuneration to the board members and the chairman of the board, all to be decided by the General Meeting.
-The board will propose and decide upon the instructions for the nomination committee.
§ 7
The Annual General Meeting shall consider:
-Approval of the annual accounts and the annual report, including the allocation of any profit for the year and distribution of dividends.
-Election of board members.
-Other matters specified by statute for consideration by the General Meeting.
§ 8
-Shareholders that intend to participate in the General Meeting shall notify the Company within the time limit set in the notice of the General Meeting. The notifying period can not end more than five days before the meeting. Shareholders that have not notified the Company of their intended presence can be declined admission to the meeting.
-The General Meeting shall be headed by the Chairman of the Board.
§ 9
In other respects, reference is made to the, at any time, applicable corporate law.