Articles of association for CellCura ASA (per 18 Februray, 2012)

§ 1

The name of the company is CellCura ASA. The company is a public limited liability company.

§ 2

The company has its business address in Skien. General meetings may also be held in Oslo.

§ 3

The object of the company is to develop and provide services and products related to biotechnology and health care.

§ 4

The company's share capital is NOK 3.728.895,90 divided on 37.288.959 shares, each with a nominal value of NOK 0.10.

§ 5

The board of directors shall have from 3 to 7 members pursuant to the general meeting's decision. Two board members acting jointly are entitled to sign on behalf of the company.

§ 6

The company shall have an election committee consisting of 3 members, who shall be elected by the general meeting. Members of the election committee shall, at the time of election, be shareholders of the company or appointed by shareholders of the company. The election committee shall put forward suggestions on new board members and deputy board members to the general meeting and also suggest the remuneration to the board members. The members of the election committee shall be elected for a period of two years. The board members elected by the general meeting shall prepare recommendations and instructions for the election committee.

§ 7

The general meeting shall address the following matters:

- Approval of the company's annual accounts and the annual report, including distribution of dividend

- All other matters that by law shall be considered by the general meeting

§ 8

General meetings may, pursuant to decision by the board of directors, be held in Skien or Oslo.

§ 9

If all relevant documents regarding matters that are to be addressed by the general meeting is made available to the shareholders on the company's websites, the company is not obliged to send such documents to each of the shareholders by mail or otherwise. Upon demand of a shareholder, the company shall, however, send such documents to the shareholder free of charge.

 

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Last update 16 May 2012, 14:56 (CET)
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