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§ 7 Signing authority

The Company is signed jointly by the chairman of the board and the general manager. The board of directors can issue a power of attorney to the general manager.

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ARTICLE OF ASSOCIATION

Trilobite AS, org. nr/reg. no. 997 121 368

ARTICLES OF ASSOCIATION

§ 1 Company name

The name of the company is Trilobite AS (the Company). The Company is a private limited company and its shares shall be registered with a central securities depository (CSD).

§ 2 Registered office

The Company shall have its registered office in the municipality of Kristiansand, Kristiansand county, Norway.

§ 3 Object of the company

The Company's purpose is manufacturing and sale of products within MEMS, BIOMEMS, micro and nano technology, general electronics and other products that naturally coincide with this, provide engineering and consulting services in the mentioned fields and to participate in other companies with similar activities, purchase and sale of shares, or otherwise become interested in other companies.

§ 4 Share capital

The share capital of the Company is NOK 552,389.51 devided among 55,238,951 shares with a nominal valiue of NOK 0.01 each.

§ 6 Board of directors

The board of directors of the Company shall consist of a minimum of three and a maximum of five directors. Board members are elected for one year at a time. Board members can be re-elected.

§ 5 Share transfers

The shares of the Company are freely transaferable. Consent requirements and right of first refusal pursuant to the Norwegian Companies Act § 4-15 second and third paragraphs do not apply to the Company.

§ 8 General meetings

The annual general meeting shall be held annually within six months after the end of the financial year. At the annual general meeting, the following matters shall be considered:

 

1.  Opening of the meeting. 

2. Election of chairman of the meeting and appointment of the keeper of the minutes. 

3. Preparation and approval of the voting list. 

4. Election of one or more persons to certify the minutes. 

5. Examination of whether the meeting has been properly convened. 

6. Approval of the agenda. 

7.  Presentation of the annual report and the auditors' report and the group annual report and the group auditor’s report. 

8. Resolutions regarding: 

a. adoption of income statement and balance sheet and the group income statement and the group balance sheet, 

b. decision regarding the profit or loss of the company in accordance with the adopted balance sheet, and 

c. discharge from liability of the board of directors and the managing director. 

9. Determination of the number of directors and auditors and any deputies. 

10.Determination of fees to the board of directors and to the auditors. 

11.  Election of the board of directors and auditors and any deputies. 

12. Any other matter to be dealt with by the meeting according to the Norwegian Companies Act or the articles of association.

 

These articles of association have been adopted at the annual general meeting on 15 August 2020.

Note: The English translation is for convenience only and in case of any discrepancy, the Norwegian text shall prevail.