(reg.no. 999 256 864)
11 June 2025
UNOFFICIAL OFFICE TRANSLATION – IN CASE OF DISCREPANCY THE NORWEGIAN VERSION SHALL PREVAIL
§ 1. Company name
The Company's name is Sentia ASA. The company is a public limited liability company.
§ 2. Company's registered office
The company's registered office is in the municipality of Oslo.
§ 3. Operations of the Company
The company engages in construction activities and any investments or financial activity linked hereto. Business activities may be carried out by the company itself, its domestic or foreign subsidiaries, through participating companies or in cooperation with other parties.
§ 4. Share capital
The company's share capital is NOK 1,205,128.116 divided on 100,427,343 shares, each with a nominal value of NOK 0.012.
The company's shares shall be registered in Euronext Securities Oslo (Verdipapirsentralen).
§ 5. Board of Directors
The company's board of directors shall consist of four to seven shareholder-elected members, in addition to any employee representatives. The chair of the Board is elected by the general meeting.
§ 6. Signature
Two board members jointly are authorized to sign on behalf of the company. The Board may grant power of procuration.
§ 7. General meeting
The board convenes general meetings by written notice to all shareholders with a known address. The notice is sent at least 21 days before the general meeting is to be held unless the legislation allows for a shorter notice period.
Documents concerning matters to be dealt with at the general meeting shall either be sent as attachments to the notice or made available to shareholders on the company's website at the same time as the notice is sent. A shareholder may still request to receive the documents by mail. The company cannot charge any form of fee for sending documents to shareholders.
The annual general meeting shall address and resolve the following:
- approval of the annual accounts and the annual report, including distribution of dividends,
- determination of remuneration to the board and nomination committee and approval of remuneration to the auditor,
- election of board members and auditor,
- any other matters which according to the law or the articles of association shall be considered by the general meeting.
§ 8. Advance voting
The board of directors may decide that the shareholders may cast prior votes during a period prior to the general meeting. The votes may be cast in writing or electronically. For such voting an adequate method for authenticating the sender shall be applied.
§ 9. Registration of attendance for general meetings
Shareholders who wish to participate at general meetings, either in person or by proxy must notify the company of this in advance.
The company may in the notice of a general meeting set a deadline for the notice of attendance, which cannot expire earlier than two business days prior to the general meeting.
§ 10. Nomination Committee
The company shall have a nomination committee consisting of two to five members. The nomination committee shall give proposals on the election of shareholder elected board members and their remuneration to the general meeting. The nomination committee shall also propose members for the nomination committee and their remuneration.
The further tasks and responsibilities are set out in a separate charter approved by the general meeting.
§ 11. Audit Committee
The company shall have an audit committee. The entire board may serve as the company's audit committee, provided that it meets at all times the requirements for the composition of the audit committee pursuant to the Public Limited Liability Companies Act.