Articles of Association

§ 1 The name of the Company

The name of the Company is REC Silicon ASA. The Company is a public limited liability company.

§ 2 Business address

The Company's business address is in the municipality of Bærum, Norway.

§ 3 Purpose

The Company's purpose is development and sale of products and services related to renewable energy sources, and to perform other financial operations related to such. The Company may, through subscription of shares or in any other ways, including granting of loans, acquire interests in other companies with identical or similar purposes.

§ 4 Share capital

The Company’s share capital is NOK 2,569,256,972 divided into 2,543,818,785 ordinary shares and 25,438,187 A-shares, each with a nominal value of NOK 1 (NOK one). The shares shall be registered in the Norwegian Central Securities Depository.

The A-shares have the following particular rights:
Each A-share has voting rights corresponding to ten ordinary shares. Further, each A-share has right to dividends corresponding to the dividend right of an ordinary share multiplied by ten (so that each A-share as regards calculation of dividend per share in the company shall be regarded as 10 shares). Otherwise, the shares shall have equal rights.
The A-shares shall be converted automatically to ordinary shares upon the completion of the share capital reduction mentioned in item 1 by reduction of the par value per share from NOK 1 to NOK 0.10, by the split and conversion of each A-share to 10 ordinary shares. The nominal value will thereby become NOK 0.10. By the share split the special rights of the A-shares shall terminate so that the A-shares become ordinary shares.

§ 5 The Board

The Company's Board of Directors shall consist of three to twelve members. The Chairman of the Board shall be elected by the Board Members. In the event of an equality of votes, the Chairman has the casting vote. The Board Members are elected for a period of one year at a time.

§ 6 Nomination Committee

The Company shall have a Nomination Committee. The Committee shall consist of three members. The members of the Committee shall be elected by the Company’s General Meeting, who also appoints the Committee’s Chairman. The Ordinary General Meeting shall also lay down the rules of procedure for the Committee’s work.
§ 7 Signature

The right to sign on behalf of the Company is assigned to the Chairman and one Board Member jointly. The Board may grant power of procuration.

§ 8 Acquisition of shares

Transfer of shares is not conditioned upon the Board’s approval. The shareholders have no pre-emptive rights upon the transfer of the company’s shares.

§ 9 The General Meeting

The Ordinary General Meeting shall be held annually before the end of June. General Meetings shall be held in the municipality where the Company has its registered business address or in Oslo.

The call shall specify the agenda for the meeting.

The General Meeting shall consider the following:
1. Approve the financial statements and the annual report, including the allocation of profits or deficits.
2. Determine remuneration to the Board of Directors and approve remuneration to the Auditor
3. Elect Board Members and Auditor
4. Other issues that shall be considered by the General Meeting according to law or the Articles of Association

§ 10 Extraordinary General Meeting

Extraordinary General Meeting shall be held whenever the Board deems it necessary. The Board shall also call for an Extraordinary General Meeting when the auditor or shareholders who together represent at least five percent of the share capital demand it in writing in order to have a specific item considered. 

The call shall specify the issues to be considered. The Board shall ensure that such General Meeting is held no later than one month subsequent to the date it was required to have such General Meeting. On the extraordinary General Meeting only the issues specified in the call shall be considered, unless all shareholders approve otherwise.

§ 11 Publication of documentation related to general meetings on the company’s website

When documents pertaining to matters to be handled at a general meeting have been published at the Company’s website, the requirement in the Public Limited Liability Companies Act that such documents shall be distributed to the shareholders does not apply. This includes documents that according to statutory requirements shall be distributed to the shareholders together with the notice of a general meeting. A shareholder may however request to receive the documents by mail.

§ 12 Participation at General Meetings and proposals for items on the agenda

The Company may in the notice of a General Meeting state that shareholders who wish to participate in the General Meeting, shall notify the Company of this within a specific time limit. The time limit cannot expire earlier than five days prior to the General Meeting. Shareholders who have not given notice within the time limit may be denied participation.

A shareholder has the right to have matters considered at the General Meeting. The matter shall be provided to the Board in writing no later than seven days prior to the time limit for notice of the General Meeting together with a proposal for resolution or reasons for why the matter is put on the agenda. If the notice has already been distributed, a new notice shall be distributed if the time limit for notice to the General Meeting has not expired. A shareholder also has the right to put forward a proposal for resolution.

The Board of Directors may decide that shareholders may cast written votes in advance on items that are to be considered at the Company’s general meetings. Such votes may also be cast through electronic communication. The possibility of voting in advance is contingent upon the existence of a satisfactory method for verifying the identity of the voter. The Board of Directors may establish more detailed guidelines for written advance votes. It shall be evident from the notice of the general meeting whether voting in writing in advance of the general meeting is allowed, and which guidelines, if any, have been established for such voting.

In order for a shareholder to be entitled to exercise its rights to attend and to vote on the general meeting, the shareholder’s holdings of shares must be registered with the Company’s share register the fifth (5th) business day prior to the day the general meeting is held (the record date).

Latest amendment May 9, 2019.