Articles of Association as of 10 March 2015.
The name of the company is DNO ASA. The company is a public limited company.
The registered office of the company is in Oslo.
The objective of the company is to carry out operations within petroleum, shipping, offshore, transport, trade, industry and finance, as well as any other activities related thereto, and to participate as a shareholder or in other ways in other companies.
The company’s shares are registered with Verdipapirsentralen (the Norwegian Central Securities Depository). The share capital is NOK 270,953,540.25 divided into 1,083,814,161 shares each with a nominal value of NOK 0.25.
The company’s Board of Directors shall consist of three to seven members.
The AGM elects the chairman and the deputy chairman.
The signatory rights of the company lie with the chairman of the board solely or two board members jointly.
The AGM is convened by written notice to all shareholders with a known address. The notice shall be sent no later than 21 days before the date of the meeting.
The right to attend and vote at the meeting may only be exercised if the acquisition has been recorded in the register of shareholders on the fifth business day prior to the AGM (the registration date).
In the event that documents relating to matters that are to be dealt with at the AGM have been made available to the shareholders on the company’s website, the legal requirement to send the documents to the shareholders shall not apply. This also applies to documents that, pursuant to law, are to be included in, or attached to, the notice to the AGM. Shareholders may nonetheless require that documents relating to matters to be dealt with at the meeting are sent to them.
The following matters shall be considered and decided by the AGM:
- approval of the annual report and the annual accounts, including declaration of dividends
- election of directors of the board and determination of their remuneration
- approval of the auditor’s fee
- other issues which, pursuant to law or the Articles of Association, are to be decided by the AGM
The company shall have a nomination committee.
The nomination committee shall consist of three members appointed by the AGM for a period of up to two years. The nomination committee shall have a composition such that the broad interests of the shareholders are represented.
The nomination committee will make its recommendation to the AGM regarding the election and remuneration of the members of the Board of Directors. The AGM stipulates the remuneration to be paid to members of the nomination committee. The AGM may adopt instructions for the nomination committee.