Articles of association (vedtekter)

Articles of Association for the Simula School of Research and Innovation AS

§ 1

The company's name is the Simula School of Research and Innovation AS.

§ 2

The company has its registered office in Bærum Municipality, Akershus County.

§ 3

The company will run the Simula School and activities naturally associated with the school. The Simula School's activities will take place in close cooperation with the University of Oslo. The Simula School will educate graduates that are relevant for working life and will strive to strengthen cooperation between the research done by Simula Research Laboratory AS, business and industry, and the public sector.

§ 4

The company's share capital is NOK 1 546 100, divided among 15 461 shares with a nominal value of NOK 100 each, fully paid-in and made out by name. 

The company is a private limited company and will not be registered in the Norwegian Registry of Securities.

§ 5

The company's Board shall have not fewer than three - 3 - nor more than nine - 9 - directors, in accordance with the decision taken by the general meeting.

The chair of the Board shall be elected by the general meeting.

Each director can have a personal deputy.

The directors' term of office is two years. A shorter term of office can be stipulated in connection with supplementary elections. Where not otherwise specified, the term of office shall be calculated from the date of the election. It will conclude at the end of the ordinary Annual General Meeting during the year in which the term of office expires.

The chair of the Board and one director may co-sign for the company.

The company shall have at least two - 2 - and not more than ten - 10 - Board meetings each year.

The company shall have a general manager.

§ 6

An ordinary Annual General Meeting shall be held within six months of the end of each fiscal year. The shareholders have the right to attend general meetings, either in person or by proxy. Each share carries one vote.

Ordinary Annual General Meetings shall consider the matters mentioned in §5-5 of the Norwegian Companies Act and other matters of significant or principle importance which the Board puts before the general meeting.

The Directors' Report and the audited financial statements shall be sent to each individual shareholder along with the notification of the Annual General Meeting, at the latest.

Extraordinary general meetings shall be held pursuant to the rules of the Norwegian Companies Act.

§ 7

The company is not intended to be a source of financial gains for its shareholders and will not pay returns to its shareholders. Profits will not be paid out as dividends, but will be used to further develop the Simula School.

Upon dissolution of the company, any remaining capital shall accrue to Simula Research Laboratory AS, provided this company is still engaged in long-term basic research and its objective is not to earn dividends for the shareholders. In the event the capital cannot be turned over to Simula Research Laboratory AS, the AGM shall decide whether that the funds are to go to other related research purposes.

§ 8

Simula Research Laboratory AS shall at all times own more than 50 per cent of the shares.

§ 9

Assignment or other transfer of shares in the company shall be subject to the approval of the Board, pursuant to the provisions of the Norwegian Companies Act. Upon any transfer of shares, the other shareholders have pre-emptive rights pursuant to the provisions of the Norwegian Companies Act. The right of pre-emption does not apply to transfers within same group of companies or within the municipality or State.