Last amended 5 May 2014.

§ 1 – Company name

The name of the Company is Zalaris ASA. The Company is a public limited company.

§ 2 – Registered office

The Company’s registered office is in the municipality of Oslo.

§ 3 – Business activities

The objective of the Company is outsourcing of salary- and administrative personnel services, consultancy work, to own shares in other companies and other activities related to this.

§ 4 – Share capital

The Company’s share capital is NOK 1.912.426,30 divided into 19.124.263 shares, each with a nominal value of NOK 0.10. The company’s shares shall be registered in the Norwegian Central Securities Depository.

§ 5 – Board of Directors

The Company’s Board of Directors shall consist of three to ten members, according to the decision of the general meeting.

§ 6 – Nomination committee

The Company shall have a nomination committee. The nomination committee shall consist of two or three members, according to the decision of the general meeting. The members of the committee, including the chairman, shall be elected by the general meeting. Unless otherwise resolved by the general meeting, the elections shall be held every two years.

The nomination committee shall make recommendations to the general meeting for the election of shareholder elected board members and members of the nomination committee, and the Board of Directors’ remuneration. The remuneration to the members of the nomination committee shall be proposed by the Board of Directors and resolved by the general meeting. The general meeting may establish guidelines for the nomination committee.

§ 7 – Signatory rights

Two board members jointly have the right to sign on behalf of the Company.

§ 8 – General meeting

Documents related to matters to be considered at the general meeting, including documents which shall, according to law, be included in or attached to the notice of the general meeting, do not need to be sent to the shareholders if the documents are made available on the company’s website. A shareholder may, nevertheless, demand to receive the documents concerning matters which are to be discussed at the general meeting.

The shareholders shall be able to cast their votes in writing, including by electronic means, in a period prior to the general meeting. The Board of Directors may provide guidelines for such voting. The notice of the general meeting shall include the guidelines adopted by the Board of Directors.

The annual general meeting shall deal with and decide the following matters:

• Approval of the annual accounts and the annual report, including distribution of dividend.
• Other issues, which according to the law or the articles of association come under the general meeting