Changed 15 August 2018
The name of the Company is Havila Shipping ASA.
The Company’s office is in Herøy municipality.
The Company’s business is: Ship Owning and related activities, hereunder owning of shares in companies with similar or allied business.
The share capital of the company is NOK 23,776,300.00 divided into 23,776,300 shares each with a nominal value of NOK 1.00 per share.
The company’s board shall consist of 3 – 7 members. The board is elected for 1 year at a time. The chairman of the board is to be elected by the general meeting. Board members may be re-elected. In the event of equal vote in the board, the chairman of the board has a double-vote.
The power of signature for the company is exercised by the chairman of the board or the managing director alone. The board may grant proxy.
The ordinary general meeting shall be held within the expiry of the month of June.
The notice shall describe the issues to be resolved. Any suggestions from shareholders must, in order to be comprised by the general meeting, be notified in writing to the board in due time in order to be comprised by the general meeting. Any suggestions which are set forth later than two weeks before the general meeting date cannot be resolved unless each and all of the shareholders concur.
Documents regarding matters to be discussed in General Meeting of the company, also applying documents that, pursuant to law, shall be including in, or attached to the notice of the General Meeting of Shareholders, can be made available at the company’s homepage. The requirement regarding physical distribution shall then not apply. A shareholder may request to have documents that shall be discussed at the General Meeting sent by mail.
The general meeting is to be led by the chairman of the board in the event no other representative is elected.
Each share holds 1 vote at the general meeting. Shareholders may be represented by power at attorney with a written authorization.
Shareholders that wish to attend a General Meeting have to give notice to the company no later than 2 days before the meeting. Shareholders that not have noticed the company can be denied entrance to the General Meeting.
An ordinary general meeting shall deal with the following matters.
1. Adoption of the annual accounts and the annual report, hereunder distribution of dividends.
2. Adoption of the remuneration to the board and adoption of the remuneration to the auditor.
3. Election of chairman of the board, board members and auditor.
4. Other matters according to law or these articles of association which pertain to the general meeting.
An extraordinary general meeting may be held at the discretion of the board. The board shall issue notice to hold an extraordinary general meeting in the event the auditor or shareholder which represents more than 5% of the share capital in a written demand to resolve a specific topic. The board shall provide that such general meeting is to be held within a month subsequent to such demand. The notice to the general meeting shall be sent two weeks before the meeting date at the latest. The extraordinary meeting shall only deal with the issues as mentioned in the notice, unless each and all shareholders agree otherwise.
The Company shall have a Nomination Committee consisting of 3 members.