Articles of Association

Articles of Association for Ekornes ASA as at 21 November 2017
The company’s name is Ekornes ASA. The company is a public limited company.

The company’s objects is to conduct business activities and any other business related thereto, including also participation in other companies.

The company’s registered office is in Sykkylven Municipality.

The company’s share capital is NOK 36,892,989 divided into 36,892,989 shares each with a nominal value of NOK 1, fully paid up. The company’s shares shall be registered in the Norwegian Central Securities Depository.

The shares are freely negotiable.

The company’s Board of Directors shall consist of between three and ten members with up to 10 deputy members as further decided by the Annual General Meeting. Up to four of the members with deputy members shall be elected by and among employees in the Group’s Norwegian companies in accordance with applicable law on employee participation. The Board Chair is elected by the company’s Annual General Meeting. The Board Chair and one board member shall jointly sign for the firm. The Board may confer power of attorney.

§7  T
he company shall have a general manager.

Notice of Annual General Meetings shall be given with 21 (twenty-one) days’ notice. The company’s Annual General Meeting shall be held at the company’s office unless the Board decides otherwise.
Documents pertaining to business for transaction in the Annual General Meeting may be made available at the company’s website. This also applies to documents that, pursuant to statutory requirements, shall be included in or attached to the notice of the Annual General Meeting. If the documents are made available in this manner, the statutory requirements for dispatching to the shareholders shall not apply. Shareholders may nonetheless contact the company and demand to be provided documents applying to business to be transacted at the Annual General Meeting.
Ordinary Annual General Meetings shall transact the following business:
1.     Adopt the Profit and Loss Account and Balance Sheet, including allocation of the profit for the year or covering of loss for the year, and distribution of dividend.
2.     Adoption of the consolidated profit and loss account and consolidated balance sheet.
3.     Election of the Board.
4.     Other business which according to law falls under the general meeting.

In connection with the election of shareholder-elected board members, a Nomination Committee shall present a recommendation to the Annual General Meeting. The Nomination Committee shall consist of 3 (three) members elected by the  Annual General Meeting. The Annual General Meeting also elects the Chair of the Nomination Committee. The Nomination   Committee itself recommends members for election to it by the Annual General Meeting. Nomination Committee members shall  be shareholders or representatives for the shareholders.
The members are elected for a two-year period of office.
Rules of procedure for the Nomination Committee are adopted by the Annual General Meeting.
If a Corporate Assembly is established for the company, the Nomination Committee’s duties will cease, and it will be abolished  from the date decided by the Annual General Meeting.