ARTICLES OF ASSOCIATION
§ 1
The company’s name is AKVA group ASA. The company is a public limited company.
§ 2
The company’s registered office is in Eigersund municipality.
§ 3
The purpose of the company is to develop, produce, project, sell and market own and purchased products, and everything connected to such activity, including participation in other companies with similar activities. The activities of the company shall in particular be directed towards technology for farming of fish and animals.
§ 4
The company’s share capital shall be NOK 36,667,733 divided into 36,667,733 shares at NOK 1 each. The company’s shares shall be registered in the Norwegian Register of Securities (VPS). Any transfer of shares shall be notified to VPS within 1 – one – month.
§ 5
The Board of Directors shall be composed of 4 to 10 members, in accordance with a decision by the General Meeting. The Chairperson and one Board member jointly sign on behalf of the company.
The company Israel Corp., Millennium Tower, 23 Aranha Street, Tel Aviv 61204, Israel, business registration number 520028010 (the "Entitled Shareholder") shall for as long as it owns 15% or more of the total number of shares in the company be entitled to appoint one director to the Board of Directors. The Entitled Shareholder shall retain the right to appoint one director to the Board of Directors also in the event its shareholding is reduced below 15% (no matter how), as long as its ownership is above 12% of the total number of shares in the company. The Entitled Shareholder’s right to appoint a director to the Board of Directors pursuant to this article shall terminate if the Entitled Shareholder engages, directly or indirectly, through investments or holdings, including minority investments, in activities directly competing with the company, provided however that this shall not apply for financial investments in land based projects. For purposes of the foregoing, “financial investments” means any investment that does not have the goal of combining an acquired business with another business owned or controlled by such shareholder.
§ 6
The ordinary General Meeting of the company shall consider the following:
- The approval of the annual profit and loss statement and balance sheet.
- Application of the profit, or settlement of the deficit according to the approved balance sheet, as well as the distribution of dividends.
- The election of Board of Directors.
- Other issues that under Norwegian law are to be dealt with by the shareholder General Meeting.
§ 7
The company shall have nomination committee consisting of at least 3 members elected by the general meeting. The nomination committee shall prepare the general meeting’s election of board members and propose candidates for nominations. The General Meeting may adopt instructions for the nomination committee.
§ 8
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.
PROPOSED NEW ARTICLES OF ASSOCIATION