Ekornes

Investor Relations

Articles of Association

EKORNES ASA (ORG.NR. 964 976 430) AS OF 11.05.2010

 

§1 The company’s name is Ekornes ASA. The company is a public limited company.

§2 The company’s objects is to conduct business activities and any other business related thereto,
     including also participation in other companies.

§3 The company’s registered office is in Sykkylven Municipality.

§4 The company’s share capital is NOK 36,826,753 divided into 36, 826,753 shares each with a
     nominal value of NOK 1, fully paid up.

     The company’s shares shall be registered in the Norwegian Central Securities Depository.

§5 The shares are freely negotiable.

§6 The company’s Board shall consist of between 3 and 8 members with up to 10 deputy members
     as further decided by the Annual General Meeting. Three of the board members and up to five
     deputy members shall be elected by and among employees in the Group’s Norwegian companies.
     The Chairman of the Board is elected by the company’s Annual General Meeting.

     The Chairman of the Board and one Board member shall jointly sign for the firm.

     The Board may confer powers of procuration.

§7 The company shall have a general manager.

§8 Notice of Annual General Meetings shall be given with 21 (twenty-one) days’ notice.

     The company’s Annual General Meeting shall be held at the company’s office unless the Board
     decides otherwise.

     Documents pertaining to business for transaction in the Annual General Meeting may be made
     available at the company’s website. This also applies to documents that, pursuant to
     statutoryrequirements, shall be included in or attached to the notice of the Annual General
     Meeting.

     If the documents are made available in this manner,the statutory requirements for dispatching
     to the shareholders shall not apply. Shareholders may nonetheless contact the company and
     demand to be provided documents applying to business to be transacted at the Annual General
     Meeting.

    Ordinary Annual General Meetings shall transact the following business:

    1 Adopt the Profit and Loss Account and Balance Sheet, including allocation of the profit for the
       year or covering of loss for the year, and distribution of dividend.

    2 Adoption of the consolidated profit and loss account and consolidated balance sheet.

    3 Election of the Board.

    4 Other business which according to law falls under the general meeting.

 

§9 When electing shareholder-elected board members, a Nominating Committee shall present a
     recommendation to the Annual General Meeting.

     The Nominating Committee shall consist of 4 (four) members elected by the Annual General
     Meeting. The Annual General Meeting also elects the chairman of the committee.
     The Nomination Committee recommends members for election by the Annual General Meeting.

     The members shall be shareholders or representatives for the shareholders.

     The members are elected for a two-year period of office.

     Rules of procedure for the Nomination Committee are adopted by the Annual General Meeting.
     If a Corporate Assembly is established for the company, the Nomination Committee’s duties
     will cease, and it will be abolished from the date decided by the Annual General Meeting.