Unofficial translation of the Articles of Association as of February 20th 2019
Articles of Association for PCI Biotech Holding ASA
The company’s name is PCI Biotech Holding ASA. The company is a public limited liability company.
The company’s registered office is in the municipality of Oslo.
The company’s business activities shall include cancer treatment and drug delivery based on the PCI technology and other related activities, including participation in other companies with similar activities through equity, loan or by issue of guarantees.
The company’s share capital is NOK 111,677,670 divided into 37,225,890 shares with a nominal value of NOK 3 each.
The company’s board shall consist of a minimum of three and a maximum of seven board members. The chairman of the board and one board member jointly or three board members jointly may sign for the Company.
The company shall have an election committee. The election committee shall consist of minimum two members who shall be shareholders or representatives for the shareholders. The election committee’s members, including the chairman, are elected by the general meeting for two years at a time unless otherwise resolved by the general meeting. The remuneration to the members of the election committee is determined by the general meeting.
The election committee shall give its recommendations to the general meeting regarding:
(i) Election of board members and deputy board members, including the chairman of the board;
(ii) Remuneration to the board members;
(iii) Election of members of the election committee, including the chairman of the election committee; and
(iv) Remuneration to the members of the election committee.
The ordinary general meeting shall discuss and pass resolutions in the following matters:
1. Approval of annual accounts and annual report, including distribution of dividend.
2. Other matters which according to law or the articles of association shall be dealt with by the general meeting.
Documents relating to matters to be treated on the general meeting can be made available on the company’s website. This includes documents that pursuant to law shall be included in or appended to the notice of the general meeting. If documents are made available this way requriements by law of sending to shareholders does not apply. Shareholders may require to receive the documents to be treated on the general Meeting. The Board of Directors may decide that shareholders may submit their votes in writing, including by use of electronic communication, in a period prior to the general Meeting.