Annual Report and Sustainability Report 2019

CORPORATE GOVERNANCE

Articles of Association

Kongsberg Gruppen ASA

Last revised at the extraordinary general meeting on 2 November 2018.

  1. The name of the Company is Kongsberg Gruppen ASA. The Company is a public company.
  2. The Company’s registered office is in Kongsberg (Norway).
  3. The object of Kongsberg Gruppen ASA is to engage in technological and industrial activities in the maritime, defence and related areas. The Company may participate in and own other companies.
  4. The Company’s share capital is NOK 224,987,581.25, divided among 179,990,065 shares with a nominal value of NOK 1.25. The Company’s shares shall be registered in the Norwegian Registry of Securities.
  5. The Board shall have five to eight members (Directors). Up to five Directors and up to two Deputy Directors shall be elected at the Annual General Meeting. According to regulations laid down pursuant to the provisions of the Norwegian Companies Act regarding employee representation on the Board in public limited companies, three Directors and their Deputies shall be elected directly by and from among the employees.
  6. The Chair of the Board has the power to sign for the Company alone, or the Deputy Chair and another Director may sign jointly for the Company.
  7. General Meetings will be held in Kongsberg or in Oslo, and shall be convened in writing with at least 21 days’ notice. Documents that apply to items on the agenda for the General Meeting need not be sent to the shareholders if the documents are made available to the shareholders on the Company’s website. This also applies to documents which are required by law to be included in or attached to the notification of  the General Meeting. A shareholder can nevertheless ask to be sent documents that apply to items on the agenda at the General Meeting.
  8. The Annual General Meeting shall:
    1. Adopt the Financial Statements and the Directors’ Report, including the payment of dividends.
    2. Discuss other matters which, pursuant to legislation or the Articles of Association, are the province of the General Meeting.
    3. Elect the shareholders’ representatives and their deputies to the corporate Board.
    4. Elect the members of the Nominating Committee.
    5. Elect one or more auditors, based on nominations made by the General Meeting.
    6. Stipulate the Board’s compensation and approve compensation to the Auditor.
    7. Deal with the Board’s declaration regarding the stipulation of salary and other compensation to key management personnel. The convening letter shall state that shareholders who would like to participate in the General Meeting are to sign up by a deadline specified in the convening letter. The deadline shall expire no more than five days prior to the General Meeting. The General Meetings are led by the  Chair of the Board, or if he/she is absent, by the Deputy Chair. If they both are absent, the General Meeting elects a Chair.
  9. The Nominating Committee shall consist of three or four members who shall be shareholders or representatives of the shareholders. The members of the Nominating Committee, including the Chair, shall be elected by the General Meeting. The term of the Nominating Committee members is two years. If the Chair of the Nominating Committee resigns in an election period, the Nominating Committee can elect a new leader among the Nominating Committee members for the remaining portion of the new leader’s term. The Nominating Committee shall present to the Annual General Meeting its recommendations for the election of and remuneration of the Directors and Deputy Directors on the Board and the Nominating Committee. The General Meeting shall determine the guidelines for the Nominating Committee for the Election Committee.
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