Articles of association
§ 1 Business Name
The Company’s registered name is NextGenTel Holding ASA. The Company is a public limited liability company.
§ 2 Registered Office
The Company’s registered office is in Oslo.
§ 3 Objective
The Company’s objective is to develop and sell IP based services and communication solutions, render consultancy services and to participate in the operation of other enterprises.
§ 4 Share Capital
The Company’s share capital is NOK 2,328,318 divided into 23,283,180 shares, each having a face value of NOK 0.1.
§ 5 Board of Directors
The Company’s Board of Directors consists of from 3 to 8 directors pursuant to further resolution passed by the general meeting.
The Chairman of the Board and the Chief Executive Officer shall each have the right to sign for the Company. The Board of Directors may grant power of attorney. The Company shall have a Chief Executive Officer.
§ 6 Nomination Committee
According to the company’s Articles of Association, the company shall have a nomination committee.
The nomination committee shall issue an explained proposal to the general meeting regarding the election of shareholder elected board members. The nomination committee shall also propose to the general meeting the remuneration of the board members. The nomination committee shall consist of from two to three members. The nomination committee shall propose members to the committee and members of the committee shall be elected by the company’s annual general meeting for two years at a time. The general meeting also appoints the committee’s chairman. The general meeting determines the remuneration of the committee’s members and may also resolve instructions for the nomination committee’s work. The nomination committee’s costs are covered by the company.
§ 7 General Meeting
The ordinary general meeting shall discuss:
- Approval of the annual accounts and the directors’ annual report, including distribution of dividend.
- Other matters that pursuant to the law or to the Articles of Associations are subject to discussion by the general meeting.
When documents concerning matters to be considered at general meetings of the Company have been made available to the shareholders on the Company’s website, the board of directors may resolve not to send such documents to the shareholders. A shareholder may nonetheless contact the Company and demand to receive the documents free of charge.
§ 8 Registration of Shareholders
The Company’s shares shall be registered with VPS (the Norwegian Registry of Securities).
§ 9 The Act relating to Public Limited Liability Companies
With respect to other issues, it is referred to the Act relating to Public Limited Companies.