ProsessPilotene AS Statutes
1. The company name
The company name is ProsessPilotene AS. The company is a public company and is not to be registered in Verdipapirsentralen.
2. Business address
The company's registered office is in Asker Municipality.
3. The company's activities
The company's activities are:
Consultancy activities related to information technology, programming services, business consulting and other management consultancy, other services to information technology and provision of personnel.
4. The company's stock
The share capital is NOK 100,000, divided into 100,000 shares of nominal value NOK 1.00.
5. The Board
The Board of Directors shall have between 1 and 5 directors.
6. Annual General Meeting
The Annual General Meeting is held annually within six months after the end of each fiscal year. Notice of the meeting shall be sent at least one week prior to the meeting.
The notice shall specify the matters to be discussed. Proposals to amend the statutes must be reproduced verbatim in the notice. Shareholders may be represented at the meeting by
proxy with written authorization.
At the Annual General Meeting, the following matters shall be dealt with:
- Approval of the annual report, including distribution of dividends.
- Other matters which by law or by the statutes fall under the General Meeting
7. The transfer of shares negotiability of shares
The company's shares are transferable. The buyer of a share shall immediately notify the company about his share acquisition.
The acquisition of shares is conditional upon the consent of the company. The Board is to determine whether consent should be given. Consent may only be refused if there are reasonable grounds for it. Consent
cannot be denied if change of ownership is due to inheritance or otherwise, when the acquirer is the previous owner's close associates or relatives in direct ascent or descent. The Board shall otherwise refuse
consent if the transferee does not fulfill the terms of the law or the statutes to be shareholders.
If the acquirer has not been notified that consent is refused within two months after notice of the acquisition came to the company, consent is deemed to have been granted.
If the Board refuses to give consent, the provisions of the Companies Act § 4-17 are applicable.
8. Right of pre-emption
Upon transfer of shares, the other shareholders have right of pre-emption. Rights of pre-emption are triggered by any kind of change of ownership, unless otherwise provided by law. The right may be asserted against any
acquirer, except a transferee who is the former owner's personal relation in a direct line of ascent or descent. The right of pre-emption cannot be exercised for a number of shares smaller than
the number that the right can be applied to. By continuous disposal of several shareholdings from the same owner or multiple owners, the right must be brought to bear in relation to the number of shares as a whole.
When the company receives notification that stocks are sold or desired sold, it shall promptly notify the other shareholders.
All shareholders have the same priority in relation to the right to acquire a share or shares. When pre-emptive rights are exercised by several shareholders in the company, shares are distributed in proportion to the number of shares
these shareholders already have in the company. Shares that cannot be distributed evenly under the provisions of the first and second subsections shall be divided between rightsholders by drawing of lots.
Pre-emptive rights are exercised by notifying the company. The notification must reach the company no later than two months after the company was notified of the change of ownership. Pre-emptive rights otherwise apply
on equal terms. If a notice has been given that it is a gift or gift sales, or it is contested that the stated purchase price is real, the redemption sum is to be determined by the real value of the share
at the time the claim is made. If no agreement on the redemption price is reached within the same time limit as stipulated for exercising pre-emptive rights, this will be decided by appraisement. If the parties fail to agree on the selection of the appraiser, the parties each select their own appraiser who on their part will select a third appraiser. The cost of the appraisal will be shared by the parties
The redemption price shall be paid within one month after the pre-emption demand was made or in case of a dispute within two weeks after the dispute regarding the redemption price has been finally settled.