ARTICLES OF ASSOCIATION FOR INVIVOSENSE ASA
Amended on 04.06.2007
§1
COMPANY
The name of the company is INVIVOSENSE ASA. The company is a public limited company.
§2
PURPOSE
The purpose of the company is research and development activity together with production and sale of fibre-optic instrumentation systems for medical application, and all such activities naturally connected thereto, in addition to acquisition of shares and other participation in other business activities.
§3
REGISTERED OFFICE
The company’s registered office is in Trondheim.
§4
SHARE CAPITAL AND SHARES
The share capital of the company is NOK 18.365.860 divided into 7.346.344 shares, each with a par value of NOK 2,50.
The shares of the company shall be registered in the Norwegian Registry of Securities.
§5
BOARD OF DIRECTORS
The company shall be under the leadership of a board of directors which, in accordance with the decision of the general meeting, shall comprise from 5 to 7 members.
The board of directors may grant power of attorney.
§6
ANNUAL GENERAL MEETING OF SHAREHOLDERS
The annual general meeting of shareholders shall be held each year by the end of the month of June.
The notice for the annual general meeting of shareholders must be in writing and distributed no later than two weeks before the annual general meeting of shareholders.
The annual general meeting of shareholders shall address:
1. The annual financial statement and the report from the board of directors, including distribution of dividends.
2. Election of members to the board of directors and an auditor, if these stand for election.
3. Approval of the board of director’s and the auditor’s remuneration.
4. Any issues which by law or the articles of association shall be resolved by the general meeting of shareholders.