Articles of Association

Last amended 9 February 2017

1 The name of the company

The company's name is Targovax ASA. The company is a public limited liability company.

2 Registered office

The company's registered office is in Oslo municipality.

3 Object

The business of the company shall comprise the sale and development of biomedical products and services. This object can be pursued through participation in or collaboration with other enterprises in Norway and abroad.

4 Share capital

The company’s share capital is NOK 4,219,971.90 divided between 42,199,719 shares, each with a nominal value of NOK 0.10. The company’s shares shall be registered in the Norwegian Central Securities Depository (VPS).

5 Board of directors

The company’s board of directors shall consist of up to 8 members as decided by the general meeting.

6 Nomination committee

The company shall have a nomination committee. The nomination committee shall consist of three members. A majority of the members shall be independent of the board of directors and the management. The members of the nomination committee, including the chairperson, will be elected by the general meeting for a term of one year.

The nomination committee shall give recommendations for the election of shareholder elected members of the board of directors and the members of the nomination committee, and remuneration to the members of the board of directors and the members of the nomination committee. The remuneration to the members of the nomination committee is determined by the general meeting. The general meeting may adopt instructions for the nomination committee.

7 Signature

The chair of the board and one member of the board are jointly authorised to sign on behalf of the company. The board may grant powers of procuration.

8 General meeting

Documents relating to matters to be dealt with by the company’s general meeting, including documents which by law shall be included in or attached to the notice of the general meeting, do not need to be sent to the shareholders if such documents have been made available on the company’s website. A shareholder may nevertheless request that documents which relates to matters to be dealt with at the general meeting, are sent to him/her.

The annual general meeting shall address and resolve the following matters:

  1. Approval of the annual report and accounts, including distribution of dividend
  2. Any other matters which are referred to the general meeting by law or the articles of association.

The shareholders may cast their votes in writing, including through electronic communication, in a period prior to the general meeting. The board of directors can establish specific guidelines for such advance voting. The established guidelines must be stated in the notice of the general meeting.

The board of directors may decided that shareholders who want to participate in the general meeting must notify the company thereof within a specific deadline that cannot expire earlier than three days prior to the general meeting.

ARTICLES OF ASSOCIATION for TARGOVAX ASA