Articles of association
ARTICLES OF ASSOCIATION FOR ARGEO AS
(Adopted 8 October 2024 )
Article 1 – Company name
The company’s name is Argeo ASA. The company is a public limited liability company.
Article 2 – Registered office
The company’s registered office is in the municipality of Asker.
Article 3 – Business
The Company’s business is to provide services, participate, and invest in technological, geological, and geophysical activities.
Article 4 – Share capital
The company’s share capital is NOK 22 208 174.50 divided on 44 416 349 shares, each with a nominal value of NOK 0.50.
Article 5 – Registration in the securities register
The company’s shares shall be registered with Euronext VPS.
Article 6 – Trading in the shares
The shares of the company are freely tradable. The transfer of shares does not require consent from the company’s board of directors, and shareholders do not have pre-emptive rights.
Article 7 – Board of directors
The company’s board shall comprise 5 to 8 members.
Article 8 – Nomination committee
The company shall have a nomination committee which shall consist of between two and four members.
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.
Article 9 – General meeting
The ordinary general meeting shall address and resolve the following issues:
1. adoption of the annual financial statement and the annual report, including the distribution of dividends;
2. election of board members and auditors (if these are to be elected); and
3. any other matters which by virtue of law or the articles of association fall under the auspices of the general meeting.
When documents regarding matters which are to be dealt with at the general meeting have been made available on the internet site of the Company, the requirements in the Norwegian Public Limited Liability Companies Act which state that these documents shall be sent to the shareholders, shall not apply. This exemption is also applicable with regards to documents which according to statutory law shall be included in or attached to the notice of the general meeting.
The board may decide that shareholders may 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.
Article 10 – Electronic communication
The company may utilize electronic communication when it is to provide messages, notices, information, documents etc. pursuant to the Norwegian Public Limited Liability Companies Act to the shareholders.
Article 11 – Signature
The chief executive officer and one board member jointly, and two board members jointly, have signing authority.
Article 12 – Procuration
The board of directors may grant procuration.