Articles of Association

Weifa ASA

(as per 1 July 2016)

 

Article 1. Name

The name of the company is Weifa ASA. The company is a public limited company.

 

Article 2. Registered Office

The Company’s registered office is located in the municipality of Oslo.

 

 Article 3. Purpose

The Company's purpose is the development, production and sale of pharmaceuticals and other healthcare products and all activities related hereto, on its own or through ownership in other companies

 

Article 4. Share capital

The Company’s share capital is NOK 273,540,517.50 divided into 36,427,069 shares at a par value of NOK 7,50. The shares shall be registered with the Norwegian Central Securities Depository.

 

Article 5. Board of Directors

The Board of the Company shall be composed of 3-8 members.

The Board will be elected for two years at the time and the members of the Board may be re-elected. If as a result of a Board vote there is an equality of votes, the Chairman of the Board shall have the casting vote. The collective Board shall constitute the Company’s audit committee.

 

Article 6. Election Committee

The Company shall have an Election Committee. The committee shall consist of up to three members. The members of the Committee shall be elected by the Company’s General Meeting, who also appoints the Committee’s Chairperson. The General Meeting shall also adopt the rules of procedure for the Committee’s work.

 

Article 7. Signature

The company’s signature is held jointly by two of the members of the Board. The Board may grant power of procuration.

 

Article 8. Ordinary Shareholders Meeting

The ordinary shareholders’ meeting is to be held annually by the end of June. The notice to the shareholders meeting shall be dispatched at the latest two weeks prior to the meeting being held. The notice shall give an itemised agenda of items to be considered.

The following items shall be considered at the shareholders meeting;

  1. Adoption of the profit and loss accounts and the balance sheet, including the declaration of dividend.
  2. Stipulation of remuneration to the Board and approval of remuneration to the auditor.
  3. Election of the Chairman of the Board, members of the Board and auditor.
  4. Other matters specified by statute for consideration by the shareholders meeting.

 

§ 9. Electronic distribution of annual accounts and other documents for shareholders’ meetings

Documents relating to matters which shall be considered at a general meeting need not be sent to the shareholders if the documents have been made available to the shareholders on the Company’s website. This also includes documents that according to law shall be incorporated into or be attached to the notice of the general meeting. A shareholder may require that documents which shall be considered at a general meeting is sent to the shareholder.  

 

§ 10. Approval of advance voting at a shareholder meeting

               The Board may decide that the shareholders may vote in writing, including by way of electronic communication, in a period before the general meeting. Voting in writing requires an adequately secure method to authenticate the sender.