Articles of Associations for Otello Corporation ASA

(Last amended 4 June 2019 )

§ 1. The Company’s name shall be OTELLO CORPORATION ASA. The Company is a public limited liability company.

§ 2. The Company’s business office is located in Oslo municipality.

§ 3. The Company’s business is to participate in other companies and businesses within the technology- and software sectors and other related sectors.

§ 4. The Company’s share capital is NOK 2,769,548.58 divided on 138,477,429 shares, each with a nominal value of NOK 0.02. The Company’s shares are registered with Verdipapirsentralen.

§ 5. The Company’s board of directors shall consist of 5 to 10 members as determined by the General Meeting. Board members are elected to a two year period unless the general meeting decides upon a shorter term.

§ 6. The ordinary General Meeting shall address:

  1. The approval of the annual accounts and the annual report.
  2. The allocation of profit and coverage of deficit in accordance with the balance, including distribution of dividends. 
  3. The election of the board of directors.
  4. Other matters which by law are to be addressed by the General Meeting. 

The calling notice for the General Meeting shall be sent at the latest 21 days before the date of the meeting. The General Meeting may, with the majority required to amend the Articles of Association and with effect until the next Annual General Meeting, decide that the calling notice for Extraordinary General Meetings shall be sent at least two weeks before the date of the meeting. 

§ 7. The Company’s shares are freely transferable.

§ 8. The Company shall have a Nomination Committee. The Nominations Committee shall give proposals on the election of shareholder elected board members and deputy members and their remuneration to the Annual General Meeting. The Nomination Committee shall also propose members for the Nomination Committee. The Nomination Committee shall consist of three to five members who shall be shareholders or representatives of shareholders. In addition, three to five personally elected deputy members may be elected. The members and the deputy members of the Nomination Committee are elected by the Annual General Meeting for a period of two years at a time. No-one can at the same time be a member of both the Board of Directors and the Nomination Committee.

§ 9. The Board of Directors may decide that the shareowners shall be able to participate in the General Meeting by use of electronic aid, including that they may exercise their rights as shareowners electronically.

The Board of Directors may only decide to allow electronic participation according to the previous subsection if it ensures adequate holding of the General Meeting and that systems are in place which ensure that the law’s requirements regarding General Meetings are fulfilled. The systems must ensure that participation and voting can be controlled adequately, and an adequate method for authenticating the sender must be used.

§ 10. When documents which concern matters that are to be dealt with in the General Meeting have been made accessible for the shareholders on the Company’s web-pages, the law’s requirement that the documents shall be sent to the shareholders does not apply. This also applies to documents which according to law shall be included in or enclosed to the calling notice for the General Meeting. A shareholder can however demand that documents which concern matters that are to be dealt with in the General Meeting are sent to him. The Company cannot claim any compensation for sending the documents to the shareholders.

The calling notice for the General Meeting shall inform of the address of the web-page and other information that the shareholders need to gain access to the documents on the Company’s webpages, in addition to information of where the shareholders can inquire to have the documents sent to them.

§ 11. For other matters, reference is made to applicable limited liability companies` legislation in force at any time.

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