Adopted at the annual general meeting of 31 March 2005, last amended by the board of directors pursuant to an authorisation on 7 April 2017.
§1 Company name and registered office
The company is a public limited company. The company’s name is Hiddn Solutions ASA. The company’s registered office is located in the city of Oslo.
The business of the company is research, development and commercialization of security products, participation and investments in companies with similar business, as well as any other business naturally related thereto.
§3 Share capital
The company’s share capital totals NOK 21,453,802.12 divided among 63,099,418 shares, each with a nominal value of NOK 0.34. The shares shall be registered with the Norwegian Registry of Securities.
§4 Share transfer
Notification of any acquisition of shares in the company shall be sent immediately to the Norwegian Registry of Securities. The purchaser of a share may only exercise the rights appropriated to a shareholder when the acquisition has been registered in the shareholder register, or when he or she has reported and paid for the acquisition.
§5 Structure of the Board
The company’s Board of Directors consists of three to seven members according to the resolution adopted by the general meeting.
§6 Nomination committee
The company’s nomination committee consists of three to five members according to the resolution adopted by the general meeting.
§7 Company signature
One board member together with either the Chairman of the Board or the Chief Executive officer may sign for the company. The Board of Directors may grant power of attorney and special authorisations.
§8 Ordinary general meeting
The ordinary general meeting shall be held annually by the end of June. The Board of Directors shall call the general meeting by issuing written invitations with at least 21 days’ notice to all shareholders with a known address, unless the Joint Stock Public Companies Act allows a shorter notice. Shareholders who wish to attend must send notification of such to the company within the deadline specified on the notice of the general meeting. The deadline must not be more than five days before the date of the general meeting. The right to participate and vote at the company´s general meeting only can be exercised for shares when the purchase of shares is listed in the shareholder register no later than five workdays prior to the general meeting.
At the general meeting, each share is allocated one vote.
§9 Publishing of general meeting documents on the company’s website
If documents to be considered by the general meeting in accordance with the agenda for the meeting have been made available on the company’s website, the company does not have to send these physically to the shareholders. Any such documents shall, however, be sent free of charge upon request from individual shareholders.
§10 Location of the general meeting
The general meeting shall be held in the city of Oslo where the company’s registered office is. However, the Board of Directors may decide to hold the general meeting in the city of Stavanger or elsewhere when appropriate.
§11 Duties of the general meeting
The ordinary general meeting shall:
Approve the annual accounts consisting of the profit and loss account, the balance sheet and the annual report, including the consolidated accounts and dividends. Address other items to be dealt with by the general meeting according to legislation or the articles of association.