Articles of Association

OFFICE TRANSLATION

ARTICLES OF ASSOCIATION

OF

MARINE FARMS ASA

(last amended 5th of February 2007)

 

§1
The company's firm is Marine Farms ASA. The company is a public limited company.


§2
The company's principal place of business is in Bergen.


§3
The objects and purpose of the company is to carry out fish farming, sale and processing of aquatic animals, consultancy services, research and development within the same business areas, as well as participation in other companies with similar objects and purposes.


§4
The company's share capital is NOK 73 237 256, -, divided into 36 618 628 shares, each with a par value of NOK 2, designated by name.


§5
On the ordinary general meeting, the following matters shall be dealt with and resolved:

  • Approval of the accounts and balance.
  • Use of annual surplus or coverage of deficit in accordance with the approved balance, and distribution of dividends.
  • The Board of Directors' annual report.
  • Remuneration to the Board of Directors.
  • Other matters which pursuant to law or articles of association shall be dealt with and approved by the general meeting.

§6
The Board of Directors shall consist of 5 - 7 members, appointed by the general meeting. The Each of the Chairman and the Managing Director are entitled to sign the company's firm. The Board of Directors may grant power of procuration.

 

§7
The Company shall have a nomination committee. The committee shall present to the general meeting a proposal for candidates to be elected as members of the Board. The committee shall also propose to the general meeting the Board members' remuneration.

The nomination committee shall consist of 3-5 members. The chairman of the nomination committee and the members shall be elected by the company's general meeting. The committee shall be independent of the Board and the management of the Company. The general meeting shall set the committee members' remuneration. The general meeting may adopt instructions for the nomination committee. The costs of the nomination committee shall be covered by the Company.