Articles of Association
(includes amendments adopted by the Board of Directors in accordance with authorisation given at the ordinary general meeting on May 3 2000, and an amendment adopted by the ordinary general meeting on May 10 2011).
Solvang ASA is a public limited company.
The objects of Solvang ASA are shipping, shipowning business, property management and acquisition, and to participate in companies conducting similar activities.
The company's registered office is in Stavanger.
The share capital is NOK 123,264,185.00, divided into 24,652,837 shares with a nominal value of NOK 5.00 per share.
The company's Board of Directors consists of three to seven directors. The directors' term of office is one year.
The Chair of the Board or the Managing Director or two directors jointly, are empowered to sign for the company.
The ordinary general meeting is held each year by the end of June. Extraordinary general meetings are held when resolved by the Board, or is demanded in writing by the company's auditor or one or more shareholders representing at least 1/20 of the share capital, in order to have a specific stated issue considered.
The Board will call the general meeting with at least two weeks' written notice to all shareholders with known addresses. The notice will also be published in at least one national newspaper and Stavanger Aftenblad.
Each share has one vote at the general meeting. All resolutions are adopted by simple majority of the votes cast, unless the Companies Act stipulates more stringent requirements. In the event of a tie vote, the Chair has the casting vote.
The ordinary general meeting will transact the following business:
1) Adoption of the annual accounts and annual report, including dividend distribution.
2) Election of the Board and the Board's Chair.
3) Determination of remuneration to the Board.
4) Approval of remuneration to the auditor.
5) Any other matters that by law or under the Articles of Association are the business of the general meeting.
If the company's annual report and quarterly reports are available to the shareholders on the company's website, the company need not to send these in paper format to the shareholders. This also applies to matters to be considered by the general meeting. Annual reports, quarterly reports and documents to be considered by the general meeting will, however, be sent to shareholders free of charge if requested by the shareholder.