DOF GROUP ASA
Registration number: 930 053 112
Date: 25 May 2023
Article 1 - Name
The company’s name is DOF Group ASA. The company is a public limited liability company.
Article 2 - Object of the company
The object of the company is to engage in trading and shipping business and other offshore related activity, including participation in other companies with the same or similar objects.
Article 3 – Registered offices
The company’s registered office is in the municipality of Austevoll.
Article 4 – Shares
The company's share capital is NOK 395,626,490, divided into 31,657,657 ordinary shares ("Ordinary Shares") and 126,592,939 B Shares, each with a nominal value of NOK 2.50.
The company’s shares shall be registered in the Norwegian Central Securities Depository (Euronext Securities Oslo (ES-OSL)).
The B Shares shall have the same rights as the Ordinary Shares, including voting rights, except that the B Shares unless otherwise provided for below may not be traded, sold, pledged or otherwise disposed of other than (i) as part of a structured secondary sale of B Shares being carried out in connection with or after a listing of the company's shares and organized and coordinated by the strategic capital markets advisor(s) appointed by the company for this purpose (a "Structured Sale") or (ii) as part of a subsequent sale by holders of B Shares not invited to participate in a Structured Sale, which subsequent sale is arranged by the strategic capital market advisor(s) in order to ensure that the shareholders not invited to participate in the Structured Sale are enabled to sell their pro rata portion of the B shares sold in the Structured Sale to the sellers in such Structured Sale. No Structured Sale of B Shares shall be permitted unless each holder of B Shares is offered to sell a number of its B Shares equal to its pro rata portion of the B Shares sold in the Structured Sale (at the same price as agreed therein), either directly in the Structured Sale or in a subsequent sale (to the holders of B Shares that participated in the Structured Sale) taking place no later than two weeks after the Structured Sale. B Shares shall be converted into Ordinary Shares as follows:
i. If B Shares are sold as part of a Structured Sale, the B Shares being sold shall automatically be converted into Ordinary Shares in a ratio of 1:1 at the later of (i) the date when all the conditions for completion of the Structured Sale have been satisfied and (ii) if required and not already published, the date that the prospectus required to list the relevant new Ordinary Shares on Oslo Børs (or Euronext Expand) is published.
ii. If more than 7,594,949 of the B Shares have been sold through one or more Structured Sales on or before (A) 30 September 2023, the remaining B Shares shall automatically be converted to Ordinary Shares in an exchange ratio of 1:1 at the later of (B) 31 December 2023 and (C) if required, the date that the prospectus required to list the relevant new Ordinary Shares on Oslo Børs (or Euronext Expand) is published, however no later than two weeks after the date set out in item (B).
iii. If less than 7,594,949 of the B Shares have been sold through one or more Structured Sales on or before the date set out in (A) above, all of the B Shares shall automatically be converted to Ordinary Shares in an exchange ratio of 1:1 at the later of (i) the following business day and (ii) if required, the date that the prospectus required to list the relevant new Ordinary Shares on Oslo Børs (or Euronext Expand) is published, however no later than two weeks thereafter.
Article 5 – Board of directors
The company’s board of directors shall consist of four to seven members, as determined by the general meeting. The chairman of the board of directors is elected by the general meeting.
Article 6 – Nomination committee
The company shall have a nomination committee. The nomination committee shall make proposals for election of board members and their remuneration to the general meeting. The nomination committee shall consist of three members with a service period of two years, unless the general meeting decides otherwise in connection with the election. The majority of the members of the nomination committee shall be independent of the board of directors and the company's management.
The general meeting shall elect members of the nomination committee, including the chair, stipulate guidelines for the nomination committee and determine remuneration to the committee’s members
Article 7 – General meeting
The following is the business of the ordinary general meeting:
i. Approval of the annual accounts and annual report, including the distribution of dividend; and
ii. Other matters which, pursuant to applicable law or the company's articles of association, are the business of the ordinary general meeting.
Documents concerning matters to be considered at the company's general meeting, including documents which by law must be included in or enclosed to the notice of the general meeting, need not be sent to shareholders if the documents are made available on the company's website. Notwithstanding the foregoing, a shareholder may request a copy of documents regarding matters to be considered at the general meeting.
The board of directors may decide that shareholders who want to participate in the general meeting must notify the company thereof within a specific deadline that cannot expire earlier than two days prior to the general meeting.
The shareholders may cast their votes in writing, including through electronic communication, during a period prior to the general meeting. The board of directors may establish specific guidelines for such advance voting. The guidelines set must be described in the notice of the general meeting.
It is only shareholders holding shares registered in the Norwegian Central Securities Depository (Euronext Securities Oslo (ES-OSL)) five trading days prior to the general meeting who shall have the right to attend the general meeting.
Article 8 - Signature
The Company's power of signature may be exercised by the chairman of the board of directors alone or two directors jointly.
The board of director's may grant procuration.