Articles of Association
Articles of association – Elopak ASA
(last updated 11 May 2023)
The company’s name is Elopak ASA. The company is a public limited liability company.
The objective of the Company is production and sale of packaging, production and sale of machinery and equipment for packaging, agency and services relating to packaging products and anything connected with this as well as participation in other companies.
The Company’s registered office is in the municipality of Asker.
The company’s share capital is NOK 376,906,619.60 divided into 269,219,014 shares, each with a nominal value of NOK 1.40. The shares shall be registered in the Norwegian Central Securities Depository.
The board of directors shall consist of minimum 3 maximum 12 board members. The authority to sign on behalf of the company is held by the chairman of the board alone or by the chief executive officer and one board member, jointly. The board may grant a power of procuration.
The company shall have a nomination committee consisting of between two and four members. The members of the nomination committee shall be shareholders or representatives of shareholders. The members of the nomination committee, including its chairman, are elected by the general meeting. The term of office for the members of the nomination committee shall be two years unless the general meeting decides otherwise. The term of office is calculated from the election if nothing else is decided. It ceases at the end of the annual general meeting in the year in which the term of office expires. Even if the term of office has expired, the member shall remain in office until a new member has been elected.
Remuneration for the members of the nomination committee shall be determined by the general meeting.
The nomination committee shall have the following tasks:
(i) To submit a recommendation to the general meeting on the election of shareholder-elected board members
(ii) To submit a recommendation to the general meeting on fees for the board members
(iii) To submit a recommendation to the general meeting on the election of members of the nomination committee
(iv) To submit a recommendation to the general meeting on fees for the members of the nomination committee.
The general meeting may lay down further guidelines for the nomination committee’s work.
The annual general meeting shall discuss and decide upon the following:
a) Approval of the annual accounts and annual report, including distribution of dividend.
b) Other matters that according to law or the articles of association are to be decided upon by the general meeting.
When documents concerning matters to be discussed at general meetings in the company have been made available to the shareholders on the Company’s web pages, the board may decide that the documents shall not be sent to the shareholder. This also applies to documents which are required by law or by the articles of association to be included in or appended to notices of general meetings. If so, a shareholder may demand that documents concerning matters to be discussed at the general meeting be sent to him or her. The company cannot demand any form of compensation for sending the documents to the shareholders.
General meetings may be held in the municipality in which the Company’s registered office is located or in the municipality of Oslo.
Shareholders may cast a written vote in advance in matters to be discussed at the general meetings of the company. Such votes may also be cast through electronic communication. The access to cast votes in advance is subject to the presence of a safe method of authenticating the sender. The board decides whether such a method exists before each individual general meeting. The notice of general meeting must state whether votes in advance are permitted and which guidelines, if any, that have been issued for such voting.
Shareholders who wish to attend general meetings shall notify the Company within a deadline determined by the board, which cannot expire earlier than two working days prior to the general meeting.
Download the Articles of Association document in Norwegian and English here.