ARTICLES OF ASSOCIATION (OFFICE TRANSLATION)
FOR NEXT Biometrics Group ASA
§ 1 – The Company name
The name of the company is NEXT Biometrics Group ASA. The Company is organized as a public limited company.
§ 2 – Business office
The company’s registered business office is in Oslo municipality.
§ 3 –Business Activities
The objective of the company is research and development, and commercialization of safety products, trade and investment in such companies and what is connected with such business.
§ 4 – Share capital
The company’s share capital is NOK 16,382,480 divided into 16,382,480 shares, each with a nominal value of NOK 1. The company’s shares shall be registered in the Norwegian Central Securities Depository.
§ 5 – Board of Directors
The company’s Board of Directors shall consist of 3 – 9 members as appointed by the General Meeting.
§ 6 – Nomination Committee
The Company shall have a Nomination Committee. The Nomination Committee shall consist of two or three members appointed by the General Meeting. The members of the Nomination Committee, including the Director, shall be elected by the General Meeting. The Nomination Committee shall be elected for a period of two years, if not other period is decided upon by the General Meeting.
The Nomination Committee makes recommendations to the General Meeting regarding election of Board Members and members to the Nomination Committee, and regarding remuneration to the board members and members of the Nomination Committee. The General Meeting shall resolve the remuneration to the members of the Nomination Committee. The General Meeting may lay down guidelines for the Nomination Committee.
§ 7 – Signatory Rights
Two board members jointly have the right to sign on behalf of the Company. The Board of Directors may give power of procuration.
§ 8 – General Meeting
Documents regarding matters to be discussed in the General Meeting of the company, also applying documents that, pursuant to law, shall be included in, or attached to the notice of the General Meeting of Shareholders, can be made available at the company’s website. The requirement regarding physical distribution shall then not apply. A shareholder may in any case request to be sent documents that shall be discussed at the General Meeting.
The shareholder may vote in writing, including by way of electronic communication in advance in a period prior to the General Meeting. The Board of Directors may establish guidelines for such advanced voting. It shall be stated in the notice for the General Meeting the guidelines laid down.
At the ordinary general meeting the following matters shall be addressed and decided upon:
1. Approval of the annual accounts and annual report, including the distribution of dividends.
2. Other matters that pursuant to law or the articles of association must be dealt with at the general meeting or that are mentioned in the notice of the general meeting.