The original version is in Norwegian and will prevail in case of discrepancies.
(as amended on 4th January 2026)
§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 Ålesund, Norway.
§3 The Company’s business
The Company’s business is in the development, processing, marketing and sale of marine ingredients such as marine oils, calcium and protein products, as well as cooperation with and participation and ownership in companies engaged in related activities.
§4 Share capital; classes of shares
The Company’s share capital is NOK 4,110,810.30 divided into 395,081,030 ordinary shares ("Ordinary Shares"), and 16,000,000 preferred shares ("B-Shares") each with a par value of NOK 0.01. The shares are registered in the Norwegian Central Securities Depository (VPS).
I. Ordinary Shares
Each Ordinary Share has one vote in the general meeting of the Company.
The Ordinary Shares' right to distributions from the Company is subordinated to the Preferred Rights (as defined below) of the B-shares.
II. B-Shares
1. Voting right
The B-Shares shall have no voting rights in the general meetings of the Company.
2. Transferability
Any transfer of B-Shares is subjected to consent of the Company's board of directors.
3. Preferred rights to payment
The B-Shares have priority before the Ordinary Shares to payments from the Company, hereafter jointly referred to as the "Preferred Rights", as detailed below.
The Preferred Rights are cumulative and echaustive. The B-Shares have no right to distributions from the Company beyond the Preferred Rights.
a) Dividend
The B-Shares shall have preference before the Ordinary Shares to an annual dividend of 3-month NIBOR (Norwegian Interbank Offered Rate), in addition to potential added margis as described below calculated on the share contribution paid for the B-Shares from the date of issue (the "Preferred Dividend").
The return for the first four (4) years from when the B-Shares are issued will be at 3-month NIBOR + 0 % (i.e., without any additional margin). After this period, the return will apply on the following conditions:
To the extent dividend paid to B-Shares for any year is less than the Preferred Dividend, the unpaid portion shall carry an interest of 3-month NIBOR + any additional margin based on the periods shown above p.a. from 31 December the year the Preferred Dividend should have been paid (the "Additional Margin"), which shall be accumulated and added to the Preferred Dividend for the following year.
b) Distribution of the Company's assets
In the case of liquidation or other distribution of the Company's assets, the B-Shares shall have priority before the Ordinary Shares for an amount equal to the aggregate share contribution paid for the B-Shares, plus accumulated but not distributed Preferred Dividend on such shares, plus interest of 3-month NIBOR + the applicable Additional Margin p.a. on any delayed Preferred Dividend until the date of distribution.
4. Conversion of B-Shares
Holders of B-Shares may after five (5) years from the date of issue of the B-Shares, by written notification to the Company, demand that the Company redeem all B-Shares held by the relevant holder in exchange for Ordinary Shares by offsetting the share deposit for the Ordinary Shares against the redemption amount for the B-Shares (the "Conversion Right").
The redemption price for the B-Shares shall equal the total share contribution paid for the B-Shares plus accumulated but unpaid Preferred Dividend on each B-Share plus interest at 3-month NIBOR + the applicable Additional Margin p.a. on any delayed Preferred Dividend. The subscription price for new Ordinary Shares shall be NOK 9 per new Ordinary Share. If the Conversion Right is exercised after seven (7) years from the date of issue of the B-Shares, the subscription price for new Ordinary Shares shall be NOK 12 per new Ordinary Share.
A holder of B-Shares may exercise the Conversion Right if the holder has already triggered a mandatory offer obligation under the Norwegian Securities Trading Act and publicly announced that it intends to put forward a mandatory offer, provided that such mandatory offer has not been completed at the time of exercise of the Conversion Right.
If the Conversion Right is exercised, the Company's Board of Directors shall as soon as practically possible convene a general meeting with a proposal to redeem B-Shares and issue new Ordinary Shares in accordance with this section. Following such issuance of new Ordinary Shares, the Company shall ensure that the new Ordinary Shares as soon as practically possible become listed and tradable at the stock exchange(s) and other regulated market place(s) on which the other Ordinary Shares are already listed.
§5 Management of the Company
The board of directors of the Company consists of 3-10 members, as decided by the general meeting.
§6 Audit Committee
The company shall have an audit committee. The Board determines the members the audit committee.
§7 General Meeting
The Annual General Meeting shall consider and determine:
1. Approval of the annual accounts and annual report, including distribution of dividends.
2. Other matters that pursuant to law or the Articles of Association fall under the authority of the General Meeting.
The Company’s general meetings shall be held in Ålesund municipality.
§8 Electronic communication
The Company may use email when communicating notices, information, documents, notifications and such to a shareholder pursuant to the public limited liability companies act.
§9 Electronic communication
Documents relating to matters to be considered at the general meeting that have been made available to the shareholders on the Company's website will not be sent to the shareholders.
§ 10 Nomination Committee
The Company shall have a nomination committee of 3 members elected by the general meeting. The majority of the members of the nomination committee shall be independent of the board of directors and the executive management.