As of 25 April 2007

§ 1  The company's name is Photocure ASA. The company is a public limited company.

 

§ 2  The company's headquarters are located in Oslo, Norway.

 

§ 3  The purpose and main business of the company is to operate in photodynamic therapy and related areas, and anything thereby connected.

 

§ 4  The share capital of the company amounts to NOK 11,046,650.50 divided on 22,093,301 shares at NOK 0.50 each, registered by name and fully paid in. All shares in the company shall be registered with the Norwegian Registry of Securities (VPS).

 

§ 5  The board of directors of the company shall consist of up to seven members. All members are elected annually. 

The board of directors can grant power of attorney. The authorised signatory of the company is exercised by the chairman of the board of directors and one board member together, or three board members together.

 

§ 6  The annual general meeting is held each year before 1 July.

The general meeting decides on:

• Approval of profit and loss account and balance sheet.
• Employment of net income or coverage of net loss based on the finalised balance sheet and payment of dividends.
• Election of the board of directors and decision on remuneration to the board members.
• Appointment of auditor and decision on her/his remuneration.
• The nomination committee is elected by the general meeting and consists of three members who ensure a broad representation of shareholder interests. The two largest shareholders should be represented. The members of the nomination committee are elected for a period of one year. The members may be re-elected. The nomination committee's duties are to propose candidates for election to the board of directors and to propose fees to be paid to the board members.
• The general meeting shall also address and decide on cases listed in the summons and other matters required by law and directions.

§ 7  Extraordinary general meetings are held when the board of directors finds it necessary, or when it is required by the company's auditor or shareholders representing a minimum of 1/20 of the share capital, and when information on matters to be treated is enclosed.

 

§ 8  All current laws and regulations pertinent to public limited companies apply to Photocure at all times.