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Articles of Association for Nysnø Klimainvesteringer

This is an English office translation of the original Norwegian version of this document. In case of discrepancy between the Norwegian language original text and the English language translation, the Norwegian text shall prevail.

Articles of Association for Nysnø Klimainvesteringer AS 

Adopted 30.04.2021 (replaces Articles of Association dated 23.06.2020). 

§ 1 Company Name

The name of the company is Nysnø Klimainvesteringer AS. 

§ 2 Registered Office

The company has its registered office in Stavanger. 

§ 3 Company Activities

The company’s purpose is to contribute to reduced greenhouse gas emissions through investments that directly or indirectly contribute to this. 

 Nysnø’s investments will mainly be directed at new technologies in the transition from technology development to commercialisation. The company’s investment focus will be companies in the early stages. The company can make follow-up investments in later phases. 

 The company shall invest in unlisted companies, and/or funds aimed at unlisted companies, with operations in or outside of Norway. 

 The company’s investments must be made on a commercial basis. The investments must be made concurrently and on equal terms with private co-investors. The company’s ownership interest in each individual investment shall not exceed 49 per cent, with a minimum of 51 per cent owned by private individuals at the time of the investment. Companies that are wholly owned by the public sector are not considered private in this context. 

 The company cannot take out loans. 

 § 4 Share Capital

The company’s share capital is NOK 1 320 000 000 divided into 120 000 shares, each with a nominal value of NOK 11 000. 

§ 5 Board of Directors

The company’s Board of Directors shall consist of between three to seven members. 

The members of the board, including the chair and the vice chair, are elected by the general meeting. 

§ 6 Signature

The right to sign on behalf of the company is held by two board members jointly, or one board member and the CEO jointly. 

§ 7 Declaration of Salary and Other Remuneration

The Board of Directors shall prepare a statement on the determination of salaries and other remuneration to senior executives. This is included as a note to the annual accounts. The declaration shall have the content specified in the Norwegian Public Limited Liability Companies Act, Section 6-16a, and shall be dealt with in a corresponding manner at the company’s ordinary general meeting. Reference is made to the Norwegian Public Limited Liability Companies Act, Section 5-6 third paragraph. 

§ 8 Annual General Meeting

At the annual general meeting, the following matters shall be considered and decided: 

 

  1. Approval of the annual accounts and the annual report, including the distribution of dividends.
  2. Election of board members, as well as the chair and vice chair to the board.
  3. Determination of fees to the Board of Directors and to the auditor.
  4. Other matters which according to the law or the Articles of Association belong to the general meeting.

 

Ordinary or extraordinary general meetings are held in Stavanger or Oslo.