Articles of Association
The name of the company is Tomra Systems ASA. The company is a Public Limited Company.
The company's goal is to create and supply sensor-based solutions for optimal resource productivity, making sustainability profitable within the business streams of reverse vending, compaction, recycling, mining, and food. The company may also engage in other business activities.
The company’s registered office is in Asker, Norway.
The share capital is NOK 148,020,078 divided into 148,020,078 shares, each having a par value of NOK 1.00.
The right to participate and vote at the general meeting may only be exercised when the acquisition has been recorded in the shareholder register on the fifth day prior to the day of the general meeting (the date of registration).
The Board of Directors shall consist of between 6 and 10 members and up to 2 substitute members as decided by the general meeting. Two to three members of the Board of Directors shall be elected by and among the company's employees for two years at a time. Moreover, the members of the Board of Directors and its chairman shall be elected by the general meeting for a term of one year at a time.
A nomination committee consisting of 2 to 4 members shall be elected for one year at a time. The leader of the nomination committee is elected by the general meeting.
Documents shall be executed on behalf of the company by the president of the company or the chairman of the Board of Directors, together with one of the members of the company’s Board of Directors.
The annual general meeting is to be held each year as early as possible and no later than by the end of June. An extraordinary general meeting may be held when so decided by the board or upon a written request from the company’s auditor or one or more of the shareholders, jointly representing at least 1/20 of the share capital.
The general meeting shall be called by the Board on at least 21 days written notice to each shareholder.
Notice of a general meeting shall be sent on paper to all shareholders with known address, but may be sent electronically to shareholders who expressly have consented hereto. When documents pertaining to matters that are to be discussed at the general meeting have been made available for the shareholders on the company’s web sites, the statutory requirement that documents shall be submitted to the shareholders no longer apply. The same applies to documents that pursuant to law shall be included in or enclosed to the notice of the general meeting. In such a case, the notice of meeting shall include information on the internet address and further information required for the shareholders’ access to the documents on the company’s web site, as well as information on whom the shareholders may contact in order to receive the documents pertaining to matters to be dealt with at the general meeting.
Provided that adequate systems for authentication of the sender are established, the shareholders shall be able to cast their vote in writing or by use of electronic communication for a period prior to the general meeting. The Board of Directors shall establish further regulations as to how voting shall take place, including the period shareholders may vote in advance.
The annual general meeting shall deal with and decide on:
- Approval of the Annual Accounts and the Annual Report, including the distribution of dividend.
- Election of members of the Board of Directors, a Board nomination committee, and the election of a certified public accountant as company auditor.
- The remuneration of members of the Board of Directors and its committees, and the remuneration of the company auditor.
- The statement of the Board of Directors concerning the remuneration of the management of the company.
Asker, 26 April 2012