ARTICLES OF ASSOCIATION
(last amended 18 May 2020)
The company's name is EAM Solar ASA. The company is a public limited liability company.
The company's registered office is in the municipality of Oslo.
The company's business activities include identification, analysis, financing, operating, purchase and sale of solar power plants outside Norway, and naturally related activities, such as ownership in similar companies. In addition, the company's business is lawsuits in relation to solar power plants.
The company's share capital is NOK 68,522,100 divided into 6,852,210 shares, each with a nominal value of NOK10.
The company's shares are to be registered in the securities register.
The company's board consists of three to seven members. The chair of the board of directors is elected by the general meeting. The right of signature lies with two board members jointly or with one director and the chief executive officer jointly.
The full board may serve as the company's audit committee for as long as the board satisfies the requirements relating to audit committees under applicable laws and stock exchange rules.
The ordinary general meeting is held each year within the end of June. For documents concerning issues to be addressed at the general meeting that are made available to the shareholders on the company's website, the statutory requirement that the documents must be sent to the shareholders does not apply. This also applies to documents that pursuant to law must be included in or attached to the notice convening the general meeting.
Access is given to communicate messages, warnings, information, documents, notifications and similar by e- mail to the company's shareholders
A transfer of shares in the company does not require the board's consent. A transfer of shares in the company does not trigger any pre-emptive right to the other shareholders in the company.
The directors’ report and audited annual report must be addressed to each shareholder simultaneously with the notice convening the ordinary general meeting.
The ordinary general meeting shall address the following issues:
- Approval of the directors’ report and annual report including approval of distribution of dividends.
- Election of board, auditor and accounts keeper if an accounts keeper is desired by the general meeting.
Members of the board and election committee are elected for a term of one year.
- Amendments to the Articles of Association.
- Other matters that naturally belong to the ordinary general meeting.
The company shall have a nomination committee consisting of three members.
The members of the nomination committee shall be shareholders or representatives of shareholders.
The members of the nomination committee, including its chairman. are elected by the general meeting. The period of service for the members of the nomination committee shall be one year unless the general meeting decides otherwise. The period of service commences from the time of election unless otherwise decided. It terminates at the end of the annual general meeting of the year in which the period of service expires. Even if the period of service has expired, the member must remain in his or her positron until a new member has been elected.
The remuneration to the members of the nomination committee shall be determined by the general meeting.
The nomination committee shall have the following tasks:
- To give the general meeting recommendations regarding the election of board members to be elected by the shareholders, provided however that Energeia AS shall have the right to give its recommendation for two of the board members;
- To give the general meeting recommendations regarding the remuneration to the board members;
- To give the general meeting recommendations regarding the election of members of the nomination committee; and
- To give the general meeting recommendations regarding the remuneration to the members of the nomination committee.
The general meeting may issue further guidelines for the nomination committee's work.