ARTICLES OF ASSOCIATION FOR BLOM ASA
(Effective as of 21th November 2013)
The name of the company is Blom ASA. The company is a public limited company.
The objects of the company are:
- to perform maritime and land mapping, surveying and data services,
- to engage in industrial, trading, agency and consulting activities,
- and other activities related to the above objects – including the operation and management of the company's own properties and other resources.
The objects can also be pursued through participation in or cooperation with other enterprises and companies in Norway and abroad.
The company's registered office is in the municipality of Oslo.
The company has a share capital of NOK 50 353 245.00, divided into 10 070 649 shares with a par value of NOK 5.00 each. The company's shares shall be registered with the Norwegian Central Securities Depository (VPS) and registered by name.
The company's board of directors shall consist of four to six members. The board members' term of office is two years. As many deputy members as board members may be elected. The deputy members are also elected for two years.
The Board of Directors manage the company's activities under observance of these Articles of Association and the resolutions of the General Meeting of shareholders.
The Board of Directors shall appoint the managing director and stipulate his/her salary, job description and other terms. The managing director is responsible for the day-to-day management of the company and executes the decisions adopted by the company's governing bodies.
The Board of Directors has a quorum when more than half of the members are present. Minutes of deliberations by the Board of Directors shall be kept and signed by all the Board members present at the meeting.
The Board Chairman shall be elected by the General Meeting. The Board Vice Chairman shall be elected by and from among the Board of Directors as required. The Board Chairman and managing director, two Board members and the Board Chairman, or two Board members and the managing director, are authorised to sign jointly on behalf of the company. The managing director has power of procuration on behalf of the company. The Board of Directors may also grant power of procuration to others.
The general meeting of shareholders is called by the board of directors with at least 21 days written notice to the company's shareholders. Shareholders who desire to participate at the company’s general meeting shall give notice to the company by the deadline stated in the notice of the meeting.
The Board of Directors may decide that documents concerning matters to be considered at the General Meeting are not to be sent to shareholders when the documents are made available on the company’s website. This also applies to documents which by law shall be enclosed in or attached to the notice of a General Meeting. A shareholder may nonetheless request that documents concerning matters to be considered at the General Meeting be sent to him or her free of charge.
The ordinary general meeting of shareholders shall consider and decide on the following matters:
- Approval of the annual report and accounts, including the declaration of dividends.
- Election of the board of directors and approval of the board of directors' remuneration.
- Any other matters that are mentioned in the notice of the meeting or shall be considered by the general meeting as prescribed by law.
Each share carries one vote at the company's General Meetings. The right to vote and participate at the General Meeting depends on the ownership of share is registered in the shareholders register five working days before the General Meeting (Date of Register).
For matters that are not covered in these articles of association, the provisions of the company laws in effect at any time shall apply.