Articles of Association for Lerøy Seafood Group ASA
(Last amended 23 may 2018)
The Company's name is Lerøy Seafood Group ASA. The Company is a public limited liability company.
The Company's registered office is in the city of Bergen, Norway.
The objects of the Company are fisheries, fish farming, processing, sale and distribution within the seafood industry and related industries and operations. Such activities may be performed either directly or via participation in other companies with similar or equivalent objectives, and all activities related thereto.
The Company's share capital totals NOK 59,577,368 divided into 59,577,368 shares, each with a nominal value of NOK 1 fully paid up and registered.
The Company's Board shall have three to seven members as determined by the General Meeting of Shareholders. The right to sign for the Company shall be vested in the Chairman of the Board and the CEO jointly, or two Board Members jointly.
The Company shall have a Nomination Committee of three members elected by the General Meeting for a period of two years. The Nomination Committee shall propose the members of the Board of Directors who are elected by the shareholders and recommend to the General Meeting of Shareholders the election of the Board of Directors. The Nomination Committee shall, if possible, distribute the proposal to the shareholders together with the notice of the General Meeting of Shareholders.
The ordinary general meeting of shareholders shall consider:
1. Approval of the profit and loss account and balance sheet.
2. Allocation of the profit or coverage of the loss in accordance with the approved
balance sheet, and the distribution of dividend.
3. Election of the Board of Directors.
4. Any other business that by law is to be transacted at the general meeting of shareholders.
Documents that shall be considered at the General Meeting of Shareholders may be made available by publishing the documents on the Company's web site. This shall also apply for documents that pursuant to law or regulations shall be included in, or attached to the notice for the General Meeting of Shareholders. If these documents are made available on the web site, the legal requirements regarding physical distribution of the documents shall not apply. A shareholder may nevertheless request to have the documents that shall be considered at the General Meeting sent to him by mail.
The Company's shares shall be registered in the Norwegian Central Securities Depository.
Reference is otherwise made to company legislation in force at any given time.