Articles of Association

Articles of Association

(Registered 4 November 2004, Updated 7 December 2016)

Article 1 – Company name
The name of the company is NattoPharma ASA. The company is a public limited liability company.

Article 2 – Registered office
The company’s registered office is in Oslo municipality.

Article 3 – Business objective
The company’s business objective is to, directly or through ownership interests in other companies, develop, distribute and sell nutritional and pharmaceutical products, including any activities related thereto.

Article 4 – Share capital
The share capital is NOK 52 709 799 divided into 17 569 933 shares, each with a nominal value of NOK 3. The company’s shares shall be registered with VPS.

Article 5 – Board of Directors
The company’s Board of Directors shall consist of 3 to 5 members with up to 3 deputies. The Chairman of the Board is appointed by the General Meeting. Two Board members may jointly sign on behalf of the company. The Board of Directors can grant power of procreation. The company shall have a general manager.

Article 6 – Election Committee
The company shall have an Election Committee comprised of a chairman and to members to be elected by the General Meeting. The Election Committee shall consist of a maximum of one serving Board member, preferably a Board member not standing for re-election. The Election Committee shall not consist of representatives from the company’s management.

The Election Committee shall to the General Meeting propose candidates to the Board of Directors, including the Chairman, other Board members and any Deputy Board members, and the remuneration to such. The Election Committee’s proposal including the grounds for such shall, to the extent possible, be sent to the shareholders together with the notice to a General Meeting. Section 6-7 and 6-8 of the Public Limited Liability Companies Act shall apply correspondingly.

The members of the Election Committee serve for a period of two years and the election shall be arranged in a way so that each year one member – two respectively – will be standing for election.

The Election Committee shall propose the mandate for its work, including new members to the committee. Such mandate, including the remuneration to the members of the Election Committee shall be approved by the General Meeting. The remuneration shall reflect the actual time spent by the members of the Election Committee.

Article 7 – Annual General Meeting
The Annual General Meeting shall address and decide upon the following matters:

Approval of the Annual Accounts and the Directors’ Report, including distribution of dividends.

Election of the Chairman of the Board of Directors, other members of the Board of Directors and the auditor (provided that such are standing for election).

Election of the Chairman and other members of the Election Committee.

Any other matter which pursuant to law or the Articles of Association are to be dealt with by the General Meeting.

Article 8 – Distribution of documents to the shareholders
When documents which concern matters that are to be dealt with in the General Meeting have been made accessible for the shareholders on the Company’s web-pages, the law’s requirement that the documents shall be sent to the shareholders does not apply. This also applies to documents which according to law shall be included in or enclosed to the calling notice for the General Meeting. A shareholder can however demand that documents which concern matters that are to be dealt with in the General Meeting are sent to him. The Company cannot claim any compensation for sending the documents to the shareholders. The calling notice for the General Meeting shall inform of the address of the web-page and other information that the shareholders need to gain access to the documents on the Company’s webpages, in addition to information of where the shareholders can inquire to have the documents sent to them. The company can in accordance with the Public Limited Companies Act’s rules set deadline for the when the shareholders can request documents as set out above

Article 9 – Relation to the Public Limited Liability Companies Act
Reference is made to the Public Limited Liability Companies Act (as amended).