§ 1.The Company’s name is Software Innovation ASA. The Company is a public limited company.
§ 2.The Company’s registered office is in Bærum.
§ 3.The Company’s object is to engage in consulting, systems development and sale of software solutions.
§ 4.The Company’s share capital is NOK 5 448 612.20 distributed on 16 025 330 shares, each of NOK 0.34 nominal value.
§ 5.The Company’s share shall be registered in the Norwegian Securities Registry (VPS).
§ 6.The Company shall have a Nomination Committee, consisting of two members and one chairman of the Committee. The members and the chairman of the Committee shall be elected by the General Meeting for a period of two years at a time. It is the responsibility of the Nomination Committee to nominate candidates for the Board of Directors. The names of the candidates shall be announced in the notice of Ordinary General Meeting. For 2006, and effective until the Ordinary General Meeting in 2007, the Board of Directors has been authorized by the General Meeting to elect the Nomination Committee.
§ 7.The Company’s Board of Directors shall consist of 7 – 9 members, elected by the Shareholders Meeting.
§ 8.The Annual Shareholders Meeting shall deal with:
(i) Determining the Profit and Loss accounts and the Balance Sheets for the Company and the Group
(ii) Allocation of the profit of the year of cover of the losses for the year in accordance with the determined Balance Sheets, as well as distribution of dividend.
(iii) Electing members of the Board and the Chairman of the Board at expiration of engagement.
(iiii) Any other matters which by law or in accordance with the Articles of Association belong under the Shareholders Meeting.
§ 9.The Companies Act applies at any given time.