§1 The name of the Company
The name of the Company is Renewable Energy Corporation ASA. The Company is a public limited liability company.
§2 Business address
The Company's business address is in the municipality of Bærum, Norway.
§3 Purpose
The Company's purpose is development and sale of products and services related to renewable energy sources, and to perform other financial operations related to such. The Company may, through subscription of shares or in any other ways, including granting of loans, acquire interests in other companies with identical or similar purposes.
§4 Share capital
The Company’s share capital is NOK 997,152,118 divided into 997,152,118 shares, each with a nominal value of NOK 1 (NOK one). The shares shall be registered in the Norwegian Central Securities Depository.
§5 The Board
The Company's Board of Directors shall consist of five to twelve members. The Chairman of the Board shall be elected by the Board Members. In the event of an equality of votes, the Chairman has the casting vote. The Board Members are elected for a period of one year at a time.
§6 Nomination Committee
The Company shall have a Nomination Committee. The Committee shall consist of three members. The members of the Committee shall be elected by the Company’s General Meeting, who also appoints the Committee’s Chairperson. The Ordinary General Meeting shall also lay down the rules of procedure for the Committee’s work.
§7 Signature
The right to sign on behalf of the Company is assigned to the Chairman and one Board Member jointly. The Board may grant power of procuration.
§8 Acquisition of shares
Transfer of shares is not conditioned upon the Board’s approval. The shareholders have no pre-emptive rights upon the transfer of the company’s shares.
§9 The General Meeting
The Ordinary General Meeting shall be held annually before the end of June. General Meetings shall be held in the municipality where the Company has its registered business address or in Oslo.
The call shall specify the agenda for the meeting.
The General Meeting shall consider the following:
- Approve the financial statements and the annual report, including the allocation of profits or deficits.
- Determine remuneration to the Board of Directors and approve remuneration to the Auditor
- Elect Board Members and Auditor
- Other issues that shall be considered by the General Meeting according to law or the Articles of Association
In order to be considered by the Ordinary General Meeting, motions from the shareholders must be presented to the Chairman of the Board in writing in good time before the General Meeting.
§10 Extraordinary General Meeting
Extraordinary General Meeting shall be held whenever the Board deems it necessary. Further, the Board shall also call for an extraordinary General Meeting when the Auditor or a shareholder representing more than 10% of the share capital, requires a specific issue to be considered by the General Meeting.
The call shall specify the issues to be considered. The Board shall ensure that such General Meeting is held no later than one month subsequent to the date it was required to have such General Meeting. On the extraordinary General Meeting only the issues specified in the call shall be considered, unless all shareholders approve otherwise.
§ 11 Publication of documentation related to general meetings on the company’s website
When documents pertaining to matters to be handled at a general meeting have been published at the Company’s website, the requirement in the Public Limited Liability Companies Act that such documents shall be distributed to the shareholders does not apply. This includes documents that according to statutory requirements shall be distributed to the shareholders together with the notice of a general meeting. A shareholder may however request to receive the documents by mail.
Latest amendment, dated April 29, 2010. In-house translation.