Investor relations

As of 1 October 2019

§ 1 – Company name
The name of the company is Observe Medical ASA. The company is a public limited liability company.

§ 2 – Registered office
The company’s registered office is in the municipality of Oslo.

§ 3 – The company’s business
The company’s purpose is to develop, produce, market and sell medical technical equipment and related products, provide connected consulting services and invest in related business.

§ 4 – Share capital
The share capital of the company is NOK 3,917,594.98, divided into 15,067,673 shares, each with a nominal value of NOK 0.26.

§ 5 – Board of Directors
The board of directors shall consist of minimum three and maximum seven directors pursuant to the further decision of the general meeting.

§ 6 – Signatory rights
The chairman of the board and one board member jointly may sign for and on behalf of the company.

§ 7 – Nomination committee
The company shall have a nomination committee. The nomination committee shall consist of two to three members, as resolved by the general meeting, where the majority of the members shall be independent of the board of directors and the management. At least two of the members shall be shareholders or represent the shareholders. The nomination committee shall propose candidates to the annual general meeting in election of board members and the chairperson of the board, and to members of the nomination committee, including its chair. The nomination committee shall also submit proposals on board remuneration and remuneration to the members of the nomination committee. The term of the members of the nomination committee shall be two years at a time unless the general meeting decides otherwise in connection with the election. The general meeting can determine an instruction for the nomination committee.

§ 8 – General Meeting
The ordinary general meeting shall amongst other things consider the following matters:
1. Approval of the annual accounts and annual report.
2. The proposal of the board regarding dividends or other distributions.
3. Other matters which pursuant to law or the articles of association shall be considered by the general meeting.

The board of directors may decide 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.

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

Documents concerning matters to be considered at the general meeting may be made available on the company’s website. This is also applicable for documents that by law shall be included in or attached to the notice. In case documents are made available in such manner, the statutory requirements for distribution to shareholders shall not be applicable. A shareholder still has the right to receive documents concerning matters to be considered at the general meeting upon request.