Articles of Association
These are the articles of association for Eltek ASA after the Annual General Meeting 14 May 2009.
The name of the company is Eltek ASA. The company is a public limited liability company.
The object of the company is development, production and sale of equipment and services within the sectors of energy supply, data-and telecommunications and other activities, also through ownership and participation in other companies.
The registered office of the company is in Drammen. The Shareholders Meetings of the company may be held in the municipality in which the registered office of the company is located or in Oslo, upon the determination of the Board of Directors.
The share capital of the company is NOK 329,205,923 divided into 329,205,923 shares with a nominal value of 1, fully paid up and designated by name. The shares of the company shall be registered in the Norwegian Registry of Securities.
The Board of Directors of the company shall consist of up to ten Board Members, elected for a period of 1 year at a time. The signature of the company shall be held by one Board Member and the Managing Director jointly or two Board Members jointly, at least one of which must be elected by the shareholders. The Board of Directors may grant power of procuration.
Ordinary general meeting is to be held within the time limit set by the The Public Limited Liability Companies Act. Summons is to be made upon at least 14 days’ written notice.
It rests with the ordinary general meeting:
a) to deal with the annual report and the annual accounts, including the question of disposing of the profits, and to determine dividend to the shareholders, within the limits of the board’s proposal,
b) to determine the directors' fees,
c) to determine the auditor’s remuneration,
d) besides to deal with and decide upon matters mentioned in the summons. Documents relating to matters to be addressed at a general meeting, including documents that pursuant to law shall be included in or be enclosed with the notice to the general meeting, does not have to be sent to the shareholders provided that the documents are made available at the website of the Company. A shareholder may, however, request that the documents regarding matters to be addressed at the general meeting be sent to such requesting shareholder.
The company shall have a nomination committee. The nomination committee shall consist of three members appointed by the general meeting for a period of up to two years. The nomination committee shall have a composition in such a way that broad interests of the shareholders are represented.
The Nomination Committee shall propose candidates to the Board of Directors and the Nomination Committee and propose the remuneration to be paid to the members of the Board of Directors and the Nomination Committee.