Articles of association
ARTICLES OF ASSOCIATION OF VERDIPAPIRSENTRALEN ASA
§ 1
The Company is a public limited company.
§ 2
The name of the Company is Verdipapirsentralen ASA.
§ 3
The registered office of the Company is in Oslo.
§ 4
The objective of the Company is to carry on securities registration activities. Other than this, the Company will only carry on other business that has a natural connection with securities registration and that does not impair confidence in the securities register’s integrity and independence.
§ 5
The Company’s share capital is NOK 50 million made up of 5 million shares each of nominal value NOK 10.
§ 6
The Company shall have a Board of Directors consisting of a minimum of five members and a maximum of ten members as decided by the General Meeting. The managing director is not permitted to be a member of the Board of Directors. The Chair of the Board of Directors shall be elected by the General Meeting. The period of office for Members of the Board is one year.
The General Meeting may elect Deputy Members to deputise for the Members of the Board elected by shareholders. The period of office for Deputy Members of the Board is one year.
§ 7
The Company is committed by the signature of the joint signatures of any two Members of the Board, the Chair of the Board signing alone or the Chief Executive Officer signing alone.
§ 8
The Company shall have a Control Committee comprising a minimum of three members elected by the General Meeting for a period of office of two years. Neither the Members of the Board of Directors, nor the managing director, nor any other employee of the Company may be a member of the Control Committee.
The Control Committee is responsible for supervising the Company’s compliance with laws, regulations and the terms and conditions of its authorisation, as well as with the Articles of Association and resolutions adopted by the Company’s bodies, and this shall include appraising the security arrangements for the Company’s business. The General Meeting shall determine the instructions for the work of the Control Committee. The instructions shall be approved by the Financial Supervisory Authority of Norway. The Control Committee shall report annually to the General Meeting and to the Financial Supervisory Authority of Norway.
§ 9
The Company shall have an independent Complaints Board to deal with complaints against decisions made by the Company or a representative of the Company. The Complaints Board shall have three members with personal deputies, and the members shall be elected by the General Meeting for a term of office of four years. When the Complaints Board is first elected, two of the members shall be elected for a term of office of four years and one of the members shall be elected for a term of office of two years.
The Complaints Board shall have a Chair and a Deputy Chair elected by the General Meeting, both of whom must be persons who satisfy the legal requirements for appointment as a judge. The following persons, together with the related parties of such persons, shall not be permitted to be members of the Complaints Board:
1. Employees or Members of the Board of the Company or of related companies,
2. Persons who own shares in the Company, including employees and members of the board of any undertaking that holds shares in the Company, and
3. Employees or members of the board of an undertaking that is authorised as a securities registrar.
In the event that both a member of the Complaints Board and that member’s personal deputy are not available, the Chair shall summon one of the other deputy members. The Complaints Board shall be quorate when three of the members or deputy members summoned to the meeting are present. In the event of the absence of the Chair, the Deputy Chair shall preside over the work of the Complaints Board. If the Deputy Chair is also absent, the member present with the longest period of service shall preside over the work of the Complaints Board.
§ 10
An Annual General Meeting shall be held each year before the end of the month of June. The Annual General Meeting shall consider and pass resolutions in respect of the following:
1. Approval of the annual accounts and annual report, including the distribution of any dividend.
2. Any other matters that shall be dealt with by the General Meeting by the operation of law or pursuant to these Articles of Association.
An Extraordinary General Meeting shall be held when requested by the Board of Directors, the Control Committee, the Company’s Auditor or shareholders who jointly represent more than one-twentieth of the share capital.
§ 11
The Company’s shares are freely transferable save for such restrictions as may be imposed by legislation from time to time.
The shares in the Company are registered in the Central Securities Depository operated by Verdipapirsentralen ASA.
§ 12
Each share in the Company represents one vote at a General Meeting of the Company save for such restrictions as may be imposed by legislation from time to time.
§ 13
Changes to these Articles of Association must be submitted to the Ministry of Finance for approval, cf. Section 4-3 of the Securities Register Act.
Extract from the Securities Register Act – Section 4-3 Articles of Association
The security register’s articles of association and changes thereto require the ministry’s approval. The ministry may issue regulations concerning the content of the articles of association.