Articles of Assosiation

ARTICLES OF ASSOCIATION HOFSETH BIOCARE ASA
The original version is in Norwegian and will prevail in case of discrepancies.
(as amended on October 25 2016)

§1 The Company’s business name
The Company’s business name is Hofseth BioCare ASA and the Company is a public limited liability company.

§2 Business office
The Company’s business office is in the municipality of Vanylven.

§3 The Company’s business
The Company’s business is to develop, refine, market and sell marine ingredients such as marine oils, protein and calcium products, as well as cooperation with and participation and ownership in entities with related business.

§4 The Company’s share capital
The Company’s share capital is NOK 233,499,759 divided into 233,499,759 shares each with a par value of NOK 1. The shares are registered in the Norwegian Central Securities Depository (VPS).

§5 The Company’s board of directors
The Company’s board of directors shall have from 3 to 10 members according to the resolution of the General Meeting.

§6 Audit Committee
The company shall have an audit committee. The Board decides which members the audit committee shall consist of.

§7 General Meeting
The Annual General Meeting shall consider and adopt:

1. Approval of the annual financial statements, including payment of dividends.
2. Other matters which according to law or the Articles of Association is within the General Meeting’s competence.

The Company’s general meetings shall be held in the municipality of Ålesund.

§8 Electronic communication
The Company may use electronic means to communicate messages, notices, information, documents and similar notifications to a shareholder in accordance with the Norwegian Public Limited Liability Companies Act.

§9 Documents posted on the company’s website
Documents related to matters on the agenda at a General Meeting which are posted on the Company’s website, will not be sent to the shareholders.

§ 10 Nomination Committee
The Company shall have a nomination committee consisting of 3 members to be elected by the General Meeting. The majority of the members of the nomination committee shall be independent of the board of directors and the management.

The nomination committee shall propose candidates for the board of directors and the nomination committee. The recommendations of the nomination committee shall be reasoned.

The members of the nomination committee shall be elected for terms of two years.

§ 11 Remuneration committee
The Company shall have a remuneration consisting of 3 members to be elected by the board of directors. The majority of the members of the remuneration committee shall be independent of the management.

The remuneration shall discuss guidelines for, and matters regarding, remuneration to senior executive officers and propose remuneration to members of the board of directors and the nomination committee. The recommendations of the remuneration committee shall be reasoned.

The members of the remuneration committee shall be elected for terms of two years.