1. Company name
The name of the company is Biotec Pharmacon ASA. The company is a public limited joint-stock company.
2. Registered office
The registered office of the company is Tromsø, Norway.
3. Business purpose
The business purpose of the company is to participate in research, development, production, marketing and sale of medical products, biochemicals for research and for industrial purposes, and immunomodulating ingredients for the consumer health market. The company shall promote development of products and technological knowledge related to its business areas, and shall be able to invest in other companies within these segments.
4. Share capital
The share capital of the company amount to NOK 48,334,673 divided into 48,334,673 shares each with a nominal value of NOK 1,-.
5. Board of directors
The company’s board shall consist of 4 to 8 members as decided by the general meeting, of which minimum 3 and maximum 7 members should be elected by the shareholders. Personal deputy board members may be elected as decided by the general meeting. The chairman of the board is elected by the general meeting. The serving period for each member of the board is decided by the general meeting, and should not exceed two-year terms.
Power of signature for the company is exercised by two of the board members jointly.
6. Nomination committee
The company shall have a nomination committee consisting of at least 3 members elected by the general meeting. The serving period for each member is decided by the general meeting, and should not exceed two-year terms. The purpose of the nomination committee is to make recommendations to the general meeting regarding election of members to the board and to propose the remuneration of the board. Members of the nomination committee shall be shareholders or representatives for such shareholders. The general meeting may resolve instructions for the nomination committee.
7. The general meeting
The general meetings of shareholders shall be held where the Company’s main office is registered. Alternatively the Board may decide to arrange a general meeting in Oslo. The general meeting shall consider the following matters:
- Adopt the board’s proposal for the income statement and balance sheet, and the board’s annual report.
- Decision on how to employ the year’s profit or cover of loss.
- Election of board of directors.
- Election of nomination committee.
- Other matters which according to law pertain to the general meeting.
8. General meeting information on the internet
Documents regarding matters to be decided at the general assembly, may be published on the company’s web site www.biotec.no. This is supposed to meet the demands in The Norwegian Public Limited Companies Act about forwarding documents to the shareholders. It also includes documents which by law shall be part of or attached to the notice for general meeting. A shareholder may nevertheless demand to get all such documents sent by mail.
Written and/or electronic voting in accordance with the Norwegian Public Limited Liability Companies Act Section 5-8 b) shall be allowed for meetings where such method of voting is arranged by the Board of Directors.
Being allowed to cast votes in advance is contingent on having a satisfactory method to authenticate the identity of the sender. The Board of Directors can establish more specific guidelines for dealing with advance votes in writing. It shall state on the notice of the General Assembly whether it will be possible to vote in writing prior to the General Assembly, and what guidelines, if any, have been established for such voting.
This is an office translation from the original text in Norwegian