Last amended 10 June 2021
§ 1 – Company name
The company’s name is Zalaris ASA. The company is a public limited company.
§ 2 – Business Office
The company’s business office is in Oslo municipality.
§ 3 – Activities
The Company’s activities are to provide full-service outsourcing and consulting services related to the sale, implementation and operation of HR (Human Resources) processes and functionality such as payroll, payroll accounting, human resources administration, expense reports, follow-up of sick leave, recruitment training management etc. and the sale of associated software, as well as owning shares in other companies and businesses associated with this.
§ 4 – Share capital
The company’s share capital is NOK 2,213,527.90 divided into 22,135,279 shares, each with a nominal face of NOK 0.10. The company’s shares shall be VPS registered.
§ 5 – Board of Directors
The company’s board of directors shall have from 3 to 10 members, following the general meeting’s further decision.
§ 6 – Nomination Committee
The company shall have an election committee. The Nomination Committee shall consist of two or three members after the general meeting’s decision. The members of the Nomination Committee, including the Chairman of the Nomination Committee, are elected by the General Meeting. Unless otherwise followed by the general meeting’s decision, elections will be made to the nomination committee for a period of two years.
The Nomination Committee submits its recommendation to the general meeting for the election of shareholder-elected directors and members to the nomination committee, as well as to remuneration to the board members. The remuneration of the members of the Nomination Committee is determined by the General Meeting. The General Meeting may establish guidelines for the Nomination Committee.
§ 7 – Signature
The company’s company is jointly subscribed to by two board members or one board member and general manager.
§ 8 – General Meeting
Documents relating to matters to be dealt with at the general meeting, including documents that are to be included in or attached to the notice, do not need to be submitted to the shareholders if the documents are made available on the company’s website. A shareholder may still require to receive documents relating to matters to be dealt with at the general meeting.
Shareholders may cast their vote in writing, including using electronic communications, for a period prior to the general meeting. The Board may set further guidelines for such pre-voting. It shall be stated in the General Meeting notice which guidelines have been set.
At the annual general meeting, the following questions shall be dealt with and decided:
- Approval of the annual accounts and the annual report, including distribution of dividends.
- Other matters that, by law or by statute, belong to the general meeting.