Articles of Association
Name, Registered Office and Objects of the Company
The name of the company is P/f Bakkafrost.
The company also performs activities under the secondary names Bakkafrost Holding (P/f) and Bakka (P/f).
The registered office and headquarters of the company are FO-625 Glyvrar.
The share capital of the company is DKK 48,858,065 divided into 48,858,065 shares with a nominal value of DKK 1.
The objects of the company are to hold shares in other companies, fish farming activities, trade and any business related to these activities.
Share Capital and Shares
The shares of the company shall be registered shares.
The shares may be freely transferred.
No shares have any special rights.
No restrictions apply with regard to sale or other transition of shares.
The shares are issued through VPS ASA, Biskop Gunnerus Gate 10, 0185 Oslo, each with a value of DKK 1 according to the legislative provisions, which apply to the issuance of listed shares and dividends will be paid according to the applicable rules. Rights with regard to the shares shall be notified to VPS ASA.
The share registry of the company is kept by Nordea Bank Norge ASA, Middelthunsgata 17, P.O. Box 1166 Sentrum, NO 0107 Oslo, Norway.
No legal person, which does not fulfil the conditions in § 7a(4), litra 1), 2) and 3) in Parliamentary Act No. 83 from 25 May 2009 with later amendments, and no natural person, which does not fulfil the conditions in § 7a(3), litra 1) and 2) in the same Parliamentary Act, may control more than 20% of the shares of the company, or 20% of the shares of the parent company of the company. No shareholder may use his financial and administrative rights in the company and in the parent company in contravention of these stipulations.
The board of directors of the company is authorized to increase the share capital of the company in one or several rounds with up to a nominal amount of DKK 4,800,000. The new shares shall be registered by name and comply with the rules in § 4 of the articles of association. The board of directors are authorised to set aside the preemptive right of the existing shareholders to subscribe the new share capital. The new shares shall have a nominal value of DKK 1. New shares may be subscribed against cash payment. The authorization of the board of directors to increase the share capital is in force until the ordinary general meeting of the company in 2022.
In the period from 7 April 2017 until the ordinary general meeting of the company, which will be held in 2022, the board of directors is authorized to buy own shares on behalf of the company. Purchasing of own shares shall be conducted to the official rate of the shares, but the board of directors may in special circumstances deviate from the official price with up to 10%. The company may not own more than 10% of the entire share capital of the company.
General meetings shall be convened with a deadline not shorter than 3 weeks and not longer than 5 weeks.
The ordinary general meeting shall be held before the expiry of the month of April.
The board of directors shall convene the general meeting by announcing it through advertisements in one or several of the major Faroese newspapers.
The agenda and the time and place for the general meeting shall be stated in the notice. If proposals, which need a qualified majority to be adopted, are to be discussed by the general meeting, this shall also appear from the notice.
A shareholder is entitled to submit proposals to be discussed by the general meeting, if the relevant shareholder sends the proposal in writing to the board of directors not later than 6 weeks prior to the general meeting.
An extraordinary general meeting shall be held when the general meeting, the board of directors or the company's accountant so decides or if shareholders owning 5% company so require. A request from the shareholders of the company for an extraordinary general meeting shall be sent in writing to the board of directors of the company, outlining the issues, which the shareholders wish to be discussed by the general meeting. The board of directors shall convene the general meeting not later than 14 days after the receipt of the request.
The agenda of the annual general meeting shall consist of:
a) Appointment of a chairman of the meeting.
b) Report from the board of directors regarding the business of the company during the past year.
c) Submission of the annual report for adoption.
d) Decision on the use of profit or the payment of loss according to the adopted annual accounts.
e) Election of members to the board of directors.
f) Election of the chairman of the board of directors.
g) Decision with regard to the salary of the board of directors and the auditor´s committee
h) Election of members to the election committee, hereunder the chairman of the committee.
i) Decision with regard to the salary of the election committee.
j) Election of an accountant.
k) Any other business.
Each share of DKK 1 carries one vote at the general meeting.
A shareholder may vote at the general meeting for shares which are registered at least 1 week prior to the general meeting.
Admission to the general meeting
A shareholder is entitled to participate in the general meeting, if the relevant shareholder not later than 3 days prior to the general meeting has notified the company of his intent to participate in the general meeting.
Shareholders may participate in person or together with an advisor. The shareholders of the company also have the right to participate in the general meeting by proxy, who can vote on behalf on the shareholder by presenting a written proxy. The proxy may be valid for a specified period, however not for a period longer than 1 year.
Representatives of the press and representatives for Oslo Børs have access to the general meeting.
The general meeting shall elect an election committee with 3 to 5 members.
The members of the election committee shall be shareholders or shall represent shareholders.
The members of the election committee, hereunder it’s chairman, shall be elected by the general meeting. The election period for the election committee shall be 2 years, unless the general meeting decides otherwise. The election period lasts from the election until the end of the ordinary general meeting in the year, in which the election period ends. Even if the election period has ended, the relevant member of the election committee shall remain on the election committee until the general meeting has elected a new member.
The general meeting decides the salary of the election committee.
The election committee has the following tasks:
i) To make a recommendation to the general meeting regarding the election of shareholder representatives to the board of directors
ii) To make a recommendation to the general meeting regarding the salary of the board of directors
iii) To make a recommendation to the general meeting regarding the election of members to the election committeeThe general meeting may lay down more specific guidelines for the work of the election committee
Board of Directors
The company is managed by a board of directors with 3 to 7 members elected on the general meeting for terms of 2 years. Members may be re-elected.
A majority of the members of the board of directors of the company shall be resident in the Faroe Islands according to the provisions of § 7a(3), litra 1) and 2) in Parliamentary Act No. 83 from 25 May 2009 with later amendments. If the number of the members of the board of directors, which according to these rules shall be resident of the Faroe Islands, is not a whole number, the number shall be rounded off upwards.
At the ordinary general meeting held in 2011, half of the members of the board of directors are up for election. The election committee decides which members are up for election at the general meeting in 2011 and thereafter members to the board of directors are elected alternately.
The general meeting has adopted a guidelines with regard to remuneration for the management of the company according to §139 of the Act on Public and Private Limited Companies.
The board of directors has the highest authority regarding the affairs of the company. The board of directors lays down more detailed rules regarding its activities in a working procedure. The chairman of the board of directors is appointed by the general meeting, whilst the vice-chairman is appointed by the board of directors.
In case of parity of votes at meetings of the board of directors, the chairman shall have the casting vote.
The board of directors shall appoint a management of one or several managers to manage the daily business of the company. The board of directors shall in executive instructions lay down more specific rules regarding the authority and duties of the management.
The board of directors shall decide the employment conditions of the manager and shall lay down more specific rules regarding his work.
The manager manages the company’s daily business and shall adhere to any decisions made by the board of directors as well as to any rules and requests from the board of directors.
The daily management does not cover decisions, which according to the circumstances of the company are unusual or of a particularly great importance. The management may only make such decisions if the board of directors has given specific authorization thereto.
Members of the management of the company shall fulfil the stipulation in § 7a(3), litra 1) in Parliamentary Act No. 83 from 25 May 2009 with later amendments.
Power to bind the Company
The company shall be bound by the signature of one manager together with the signature of one member of the board of directors.
The accounts of the company shall be audited by an auditor appointed by the general meeting for a term of 1 year.
The accountant is entitled to see the account books of the company when he so requires and the management of the company is obligated to give the accountant all information required for the accountant to be able to perform his work.
The company’s financial year is the calendar year.
The annual accounts are signed by the board of directors of the company and by the management and are endorsed by the accountant of the company.
The annual accounts shall be prepared according to legislative requirements in the accounting and company legislation, as well as according to good practice.
As adopted at an extraordinary general meeting on 15 December 2009 with amendmends adopted on 15 February 2010, 7 April 2012, 26. March 2012, 18 April 2013 and 7 April 2017.
The Board of Directors