Articles of Association
Confirmit ASA
(Updated as of February 18, 2008)
§1 - Company
The Company’s name is Confirmit ASA. The company is a public limited liability company.
§2 - Business headquarters
The Company's business headquarters are in Oslo.
§3 - Area of operation
The Company's purpose is developing and marketing software, including participation in other companies' business.
§4 - Stock register
The Company’s shares will be registered in Verdipapirsentralen.
§5 - Share capital
The Company's share capital is NOK 3,661,485.45 split between 20,922,774 shares all at a value of NOK 0.175 each, fully paid and named.
§6 - The Board of Directors
The Company’s Board of Directors will have from four to seven members at the discretion of the annual general meeting's decision.
§7 - Nomination committee
The Company shall have a nomination committee composed of three members to be elected by the general meeting for a period of two years. The nomination committee shall be elected first time at the ordinary general meeting in 2006. The nomination committee shall at most have one member who is also a member of the board of directors and shall not include any representatives from the management. The role of the nomination committee is to propose to the general meeting candidates for the members of the board of directors and the consideration to be paid to such members.
§8 - Signature
The right to sign for the company belongs to two members of the Board of Directors jointly, alternately one member of the Board of Directors and the CEO jointly.
§9 - Annual general meeting
At the annual general meeting, the following is to be discussed and decided:
i. Approval of the annual accounts and annual report, including distribution of dividends.
ii. According to the law or articles of association, other issues which fall under the jurisdiction of the annual general meeting and which are notified of in the notice for the meeting.
Shareholders that wish to attend the annual general meeting must inform the company in the way and by the time given in the meeting summons (as far as this is in accordance with law).