Articles of association
ARTICLES OF ASSOCIATION FOR ARGEO AS
(Adopted 6 June 2024 )
§ 1 The name of the company is Argeo AS.
§ 2 The Company’s business activities is to offer services, participate and invest within technological, geological and geophysical activities.
§ 3 The company’s share capital is NOK 22 208 174.50 divided into 44,416,349 shares, each with a nominal value of NOK 0,50.
The shares shall be registered in the Norwegian Register of Securities (Euronext VPS).
§ 4 The Company’s board consists of 5 to 7 members.
§ 5 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 the documents that pursuant to law must be included in or attached to the notice convening the general meeting. A shareholder can however demand that such documents are sent to him.
§6 The shares in the Company are freely transferable. Transfer of shares is not subject to approval from the board of directors and the shareholders do not have pre-emptive rights.
$7 The chief executive officer and one board member on a joint basis, and two board members, on a joint basis, have signatory rights.
$8 The board may grant power of procuration.
$9 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.
§10 Otherwise, reference is made to the Companies Act.
$11 The company shall have a nomination committee, which is elected by the General Meeting.
The nomination committee shall present proposals to the General Meeting regarding (i) the election of the Chairman of the Board, board members, and any deputy members of the Board and (ii) the 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, determined by the General Meeting.
The General Meeting shall adopt instructions for the nomination committee.