KMC PROPERTIES ASA (reg.no. 990 727 007)
Last amended on 21 February 2022
(office translation from Norwegian)
The company's name is KMC Properties ASA.
The company's registered office is in the municipality of Trondheim.
The company's business shall comprise of trading, investment in real estate property and security instruments and other business operations in this relation, including participation in other companies with corresponding business through equity, loan or issuance of guarantees.
The company's share capital is NOK 56,928,729.80, divided between 284,643,649 shares, each with a par value of NOK 0.2. The company's shares shall be registered with the Norwegian Central Securities Depository. The company's shares are freely transferable.
The board of directors of the company shall consist of minimum 3 members. The chairperson of the board of directors alone, or two members of the board of directors jointly, shall have authority to sign on behalf of the company. The board of directors may designate procurators.
At the annual general meeting, the following issues shall be considered and decided: (i) approval of the annual accounts and annual report, including the distribution of dividends, and (ii) other matters which by law or the articles of association belong to the general meeting.
Shareholders may cast a prior written vote on matters to be considered at general meetings of the company. Such votes can also be cast by electronic communication. The right to vote in advance is conditional on the existence of a reassuring method for authenticating the sender. The board decides whether such a method exists in advance of the individual general meeting. The board may also lay down more detailed guidelines for written advance votes.
The nomination committee shall consist of three members. The members shall be elected for a period of two years, unless the general meeting decides a shorter period.
The nomination committee shall prepare proposals to the general meeting in relation to the following:
- The appointment of the members of the board of directors and the chairman of the board of directors.
- The appointment of the members of the nomination committee and the chairman of the nomination committee.
- The remuneration of the board of directors and the nomination committee.
- Any changes in the mandate of the nomination committee or in the articles of association.
The Norwegian Public Limited Liabilities Act paragraphs 6-7 and 6-8 shall apply correspondingly for the members of the nomination committee.
When documents pertaining to matters which shall be handled at a general meeting have been made available for the shareholders on the company's website, the documents are not required to be sent to the shareholders. A shareholder may nonetheless demand to be sent documents that shall be dealt with at the general meeting.
Each share carries one vote in the general meeting. A shareholder with its shares registered with a custodian in accordance with the Norwegian Public Limited Liabilities Act paragraph 4-10, is entitled to vote coherent with the number of shares registered with the custodian, if the shareholder no later than two days prior to the general meeting presents the company with name, address and a confirmation from the custodian stating that the shareholder is the beneficial owner of the custodian registered shares, provided however that the board of directors does not refuse approval of such beneficial ownership.
Shareholders who intend to attend a general meeting of the company shall give the company written notice of such intention within a time limit given in the notice of the general meeting, which cannot expire earlier than two days before the general meeting.
The chairman of the board of directors shall chair the general meeting, unless the board of directors have appointed another chair.