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Torp Computing Group ASA

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Articles of Association<br />

for KOMPLETT <strong>ASA</strong><br />

(last amended 11 October 2007, in force from the entry into force of the merger between<br />

Komplett <strong>ASA</strong> and <strong>Torp</strong> <strong>Computing</strong> <strong>Group</strong> <strong>ASA</strong>)<br />

The name of the company is Komplett <strong>ASA</strong>. The company is a public limited company.<br />

The company's registered office is in the municipality of Sandefjord (Norway).<br />

The company's object is to engage in: Trading in computer equipment, electronics and<br />

other goods, as well as participation in other companies and undertakings.<br />

§ 1<br />

§ 2<br />

§ 3<br />

§ 4<br />

The company's share capital is NOK 16 759 518, divided into 16 759 518 shares, each with<br />

a nominal value of NOK 1.<br />

§ 5<br />

The company's Board of Directors shall have from 4 to 7 members. The Board of Directors<br />

is elected for one year at the time. Directors are eligible for re-election. In the event of a<br />

tie vote, the Chairman shall have the casting vote. At the same time as the Board of<br />

Directors is elected, a Nomination Committee consisting of a minimum of 2 and a<br />

maximum of 4 members shall be elected. The Nomination Committee shall be elected for<br />

one year at the time.<br />

§ 6<br />

The Board of Directors represents the company to the outside world and can sign on behalf<br />

of the company. The Board of Directors can empower directors, the CEO or named<br />

employees to sign on behalf of the company. The Board of Directors can grant power of<br />

procuration.<br />

§ 7<br />

The Annual General Meeting shall:<br />

1 Approve the annual accounts and the Directors' Report, including the payment of<br />

dividends.<br />

2 Stipulate the directors' fees and approve the remuneration to the auditor.<br />

3 Elect directors and an auditor.<br />

4 Deal with other items which, pursuant to legislation or the Articles of Association,<br />

should be addressed by the AGM.<br />

1698824/1 97<br />

1

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