Articles of Association
Articles of Association for Pexip Holding ASA (registration no. 919 850 175).
Last amended on April 21, 2022.
The company's name is Pexip Holding ASA. The company is a public limited liability company.
2. Registered office
The company's business address is in Oslo municipality.
The Company's objective is to operate, own and/or invest in businesses or development related to telecommunication services and telecommunication solutions, investment in other companies or development of other businesses, and anything related to the foregoing.
4. Share capital
The company's share capital is NOK 1,566,445.065, divided into 104,429,671 shares, each with a nominal value of NOK 0.015.
The shares shall be registered in the Norwegian Central Securities Depository.
5. Board of directors
The board of directors shall consist of between 3 and 7 board members, as decided by the general meeting.
6. Transfer of shares
Shareholders do not have pre-emption rights to shares that are transferred or otherwise change owners. The acquisition of shares is not subject to board approval.
7. The general meeting
The annual general meeting shall resolve:
1. The approval of the annual accounts and annual report.
2. The utilization of annual profits or cover of deficit in accordance with the resolved balance sheet, as well as distribution of dividends.
3. The appointment of the board of directors.
4. Other matters that the general meeting is required by law to resolve.
The right to participate and vote at general meetings of the company can only be exercised for shares which have been acquired and registered in the shareholders register in the shareholders on the fifth business day prior to the general meeting.
Shareholders who intend to attend a general meeting of the company shall give the company written notice of their intention within a time limit given in the notice of the general meeting, which cannot expire earlier than five days before the general meeting. Shareholders, who have failed to give such notice within the time limit, can be denied admission.
When documents pertaining to matters which shall be handled at a general meeting have been made available for the shareholders on the company's website, the statutory requirement that the documents shall be distributed to the shareholders, does not apply. This is also applicable to documents which according to statutory law shall be included in or attached to the notice of the general meeting. A shareholder may nonetheless demand to be sent such documents.
The Board may allow for shareholders to cast written votes in advance on matters that are to be considered at general meetings of the Company. Such votes may also be cast by use of electronic communication. The possibility to vote in advance is conditional upon a satisfactory method for authenticating each user being available. The Board decides whether such a method is available in advance of each general meeting. The Board may determine further guidelines for voting in advance. The notice for the general meeting shall state whether it is permitted to vote in advance and the guidelines, if any, that apply to such voting.
8. Nomination committee
The company shall have a nomination committee, elected by the general meeting. The nomination committee shall present proposals to the general meeting regarding (i) election of the chair of the Board, board members and any deputy members, and (ii) election of members of the nomination committee. The nomination committee shall also present proposals to the general meeting for remuneration of the Board and the nomination committee, which is to be determined by the general meeting.
The general meeting shall adopt instructions for the nomination committee.