English version - Hexagon Composites ASA

More documents

Recommendations

Info

COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE APPENDIX 1: ARTICLES OF ASSOCIATION This is an office translation of the Articles of Association of Comrod Communication ASA. The official language of this document is Norwegian. In the event of any discrepancy between the Norwegian and English text, the Norwegian shall take precedence. ARTICLES OF ASSOCIATION OF Comrod Communication ASA (adopted 19 September 2006) § 1 Company The name of the company is Comrod Communication ASA. The company is a public limited liability company § 2 Registered office The registered office is in Strand municipality. § 3 Object of the company The company’s object is business related to production and sales of communication-products made of fibreglass and other materials, and participation in companies within the same business area, and any other business related to this. § 4 Share capital The company’s share capital is NOK 1,000,000.- divided into 1,000,000 shares, each with a par value of NOK 1. The company’s shares shall be registered in the Norwegian Central Securities Depository (VPS). § 5 Share transferring rights The shares of the company may be transferred without any restrictions. § 6 Board of Directors The board of directors of the company shall consist of 3 to 8 members elected by the General Meeting. § 7 Management The company shall have a chief executive officer. § 8 Signature Two directors of the board may jointly sign for and on behalf of the Company. The board of directors may grant power of attorney § 9 The General Meeting The General Meeting shall: 1) approve the annual accounts and the annual reports, 2) decide on allocation of profits or deficits, including the distribution of dividends 3) elect directors of the board 4) deal with any other business as required by and in accordance with the law 105
COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE APPENDIX 2: ANNUAL REPORT FOR 2005 FOR COMROD AS 2005 – annual report COMROD ANNUAL REPORT - 2005 Description of Business Comrod AS operates from Tau in Rogaland, developing, manufacturing and marketing communications equipment for defence, naval and commercial use, with a market that encompasses the whole world. This annual report has been prepared on the basis of a going concern. 2005 was a year marked by a high level of activity and positive market development. Sales income ended the year on NOK 109.6 million. Export sales accounted for 91% of turnover. The Environment 1.1 Working Environment No serious injury/damage to individuals or equipment was recorded. Total sickness absence in 2005 was approx. 2.5%, which is considerably lower than the sector average. During the year, the company invested in a number of environmental measures at its production premises. The company practises a policy of gender equality with regard to salary and development opportunities. At the end of the year, 23 of the 75 permanent employees were female. 1.2 External Environment The company does not release any substances into the surrounding environment which require any kind of permit. Waste is sent to approved disposal sites. The company is not aware of any conditions that might concern emissions in previous periods. The company has been established at its present location since 1970. There are no health hazards associated with the company’s products when they leave the company. Energy consumption in 2005 was approx. 1,400,000 kWh of electrical power and 5,000 litres of oil. Future Prospects There continue to be high levels of activity in the defence market and the prospects for 2006 appear positive. The company has a good backlog of orders for 2006. In maritime operations, sales to the company’s traditional market, the merchant fleet, are stable. Comrod expects that ongoing and planned expansion/improvement projects will give the company a sharper competitive edge. Financial Status Operating profit amounted to NOK 24,464,310, compared with NOK 26,875,315 in 2004. Profit before tax was NOK 25,835,437, compared with NOK 25,015,578 in 2004. The Board proposes that the profit for the year of NOK 18,539,494 be allocated as follows: Group contribution NOK 18,263,520 Transferred to Other equity NOK 275,974 Share capital amounts to NOK 1,500,000. All shares are owned by Hexagon Composites ASA. Equity at 31.12.05 is 11%. No circumstances of significance to the 2005 annual report occurred during 2006. Tau, 6 February 2006 / 31 December 2005 Erik Espeset Tore Johan Fjell Sigurd Håbakk Chairman of the Board Solfrid Abrahamsen Niklas Hermansson Managing Director 106
Page 1 and 2:
Prospectus COMROD Comrod Communicat
Page 3 and 4:
COMROD COMMUNICATION ASA - LISTING
Page 5 and 6:
Page 7 and 8:
Page 9 and 10:
Page 11 and 12:
Page 13 and 14:
Page 15 and 16:
Page 17 and 18:
Page 19 and 20:
Page 21 and 22:
Page 23 and 24:
Page 25 and 26:
Page 27 and 28:
Page 29 and 30:
Page 31 and 32:
Page 33 and 34:
Page 35 and 36:
Page 37 and 38:
Page 39 and 40:
Page 41 and 42:
Page 43 and 44:
Page 45 and 46:
Page 47 and 48:
Page 49 and 50:
Page 51 and 52:
Page 53 and 54:
Page 55 and 56: COMROD COMMUNICATION ASA - LISTING
Page 105: COMROD COMMUNICATION ASA - LISTING
show all

English version - Hexagon Composites ASA

Create successful ePaper yourself

Delete template?

Save as template?