Adopted by the General Meeting on 11 October 2023.
The Company's name is Norconsult ASA. Its registered office is in Bærum municipality.
The Company is a Public Limited Liability Company.
The objectives of the Company are to own and invest in shares and other business activities, including providing financial assistance to these.
The Company’s share capital is NOK 6,209,937.50, divided into 310,496,875 shares, each with a nominal value of NOK 0.02.
The Company's Board of Directors shall consist of 6 – 9 members. One or more deputy members can be elected. The Board members and deputy members are elected for up to two years at a time.
The Group's employee representatives on the Board of Directors are elected in accordance with the provisions of the Public Limited Liability Companies Act.
The annual General Meeting shall discuss and decide on the following matters:
- Approval of the annual accounts and the annual report, including the distribution of dividends.
- Other matters that pursuant to law or the Articles of Association fall under the authority of the General Meeting.
When documents relating to matters to be considered at the General Meeting have been made available to 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 documents that by law must be included in or attached to the notice of the General Meeting. Nevertheless, each shareholder is entitled to request that the documents concerning items to be discussed at the General Meeting be sent by mail.
The Board of Directors may decide that shareholders shall be able to cast their votes in writing, including by means of electronic communication, for a period prior to the General Meeting.
No shareholder may vote for more than 25% of the shares issued by the Company at a General Meeting. Shares owned by a related party of a shareholder, as defined in section 2-5 of the Norwegian Securities Trading Act, shall be regarded as shares of the shareholder.
The Company shall have a Nomination Committee which consists of 4 members who are elected by the General Meeting. The members are elected for a period of up to two years. The General Meeting decides the remuneration to the Nomination Committee.
The Nomination Committee shall propose candidates to the Board of Directors and to the Nomination Committee, and shall decide the remuneration for members of these boards.
The General Meeting shall adopt guidelines for the Nomination Committee.
In connection with the shareholders' election of board members, a proposal shall be submitted to the general meeting by a nomination committee. This committee shall consist of four members, who are elected for four years at a time; however, the election periods may be shortened to one, two or three years so that one member is up for election each year. Members may be re-elected or reappointed. The nomination committee shall propose new or re-elected members.
Proposals for shareholder-elected candidates for the Board of directors may be submitted to the nomination committee no later than 4 weeks before the general meeting.
Guidelines for the nomination committee are adopted by the general meeting.
The Company’s shares shall be registered in Euronext Securities Oslo (VPS).