Articles of association

Section 1 - Company name

The company’s name is B2 Impact ASA. The company is a public limited liability company.

Section 2 - Registered office

The company’s registered office is in the municipality of Oslo, Norway.

Section 3 - Objective of the company

The company’s business operation is investment, participation, and administration of other companies within the business of investment in, administration of and collection of receivables and other thereto related business.

Section 4 - Share capital

The share capital is NOK 38,718,082.40, divided into 387,180,824 shares, each with a nominal value of NOK 0.10. The shares shall be registered with a register of securities.

Section 5 - Board of Directors

The company’s Board of Directors shall consist of three to seven members according to the decision of the general meeting.

Section 6 - General Meeting

Those who are shareholders five business days before the general meeting (record date) have a right to participate and vote at the general meeting, provided that the acquisition is recorded in the shareholder register or is filed and substantiated on the record date. Shares acquired after the record date do not give the right to participate and vote, while the right to participate and vote is retained for shares sold after the record date. The record date must be included in the notice.

Documents relating to matters to be dealt with by the company’s general meeting, including documents which by law shall be included in or attached to the notice of the general meeting, do not need to be sent to the shareholders if such documents have been made available on the company’s website. A shareholder may nevertheless request that documents which relate to matters to be dealt with at the general meeting are sent to him/her.

The annual general meeting shall address and resolve the following matters:

• Approval of the annual accounts and the annual report, including distribution of dividends.
• Any other matters which are referred to the general meeting by law or the articles of association.

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

Shareholders who want to participate in the general meeting must give the company notice of this in advance. Such notice must be received by the company no later than two business days prior to the general meeting. The board of directors may, however, before the notice to the general meeting has been sent, set a later deadline for such notice.

Section 7 - Nomination committee

The company shall have a nomination committee. The nomination committee shall consist of three members where a majority of the members shall be independent of the board of directors and the management. The members of the nomination committee, including the chairman, will be elected by the general meeting for a term of two years.

The nomination committee shall give recommendations for the election of shareholder elected members of the Board of Directors, and remuneration to the members of the Board of Directors. The remuneration to the members of the nomination committee is determined by the general meeting. The general meeting may adopt instructions for the nomination committee.