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Articles of Association - SINTEF Energi AS

§ 1 The Company
The name of the company is SINTEF Energi AS (Sintef Energy Research).

§ 2 Place of business
The Company's registered place of business is in Trondheim.

§ 3 Business objectives
The Company is a universally beneficial research institute, which aims by means of research and development, combined with the analysis and reporting of information relating to the production, conversion, transmission/distribution and end use of energy, including industrial thermal processes and products, to promote growth in the commercial and public sectors. The Company shall work towards a holistic approach and innovation both in Norway and worldwide.

The Company is part of the SINTEF Group and its business activities shall be coordinated with its sister organisations within the Group in accordance with the Group's overall objectives and strategies. The Company shall work together with NTNU in support of teaching and research work which forms a natural part of the Company's activities. The Company will carry on its business in close contact with the Faculty of Information Technology, Mathematics and Electrical Engineering and the Faculty of Engineering Sciences and Technology at NTNU, and as far as possible on the same premises as the corresponding technical groups within these faculties. Furthermore, the Company shall make every effort to establish good relations with relevant industry organisations within its area of activities.

The Company will be managed on the basis of sound financial principles in order to create the foundation for its continuation as a going concern, and ensure that it is in a position to maintain and develop a high level of professional/scientific expertise, and a high technical standard.

The Company is a non-profit organisation. The Company shall not pay dividends, acquire its own shares, implement capital reductions by paying dividends to shareholders, or in any other way make distributions to shareholders. Any profits generated by the Company's activities will be allocated solely for the purpose of fulfilling the Company's objectives.

§ 4 Share capital
The Company's share capital is NOK 7.54 million, comprising 7540 fully paid-up shares each valued a NOK 1,000 and each registered by name.

If a shareholder transfers, or wishes to transfer, one or several of his/her shares, the remaining shareholders have pre-emptive share purchase or transfer entitlements limited in proportion to their respective shareholdings. If a shareholder, entirely or in part, does not wish to exercise his/her entitlement, it will be allocated accordingly among the remaining entitled shareholders. If, as a result, one or several shares remain unallocated, allocation will be carried out by lottery.

Share transfer transactions must be put before the Board and require the consent of the General Meeting. Consent can only be withheld on reasonable grounds.

The exercise of entitlements to pre-emptive share purchase or transfer must be made by written notification to the Board within 2 - two - months after the Board has received initial notice that transfer has occurred or is wished for.

The share transfer purchase amount is stipulated by agreement. If the parties fail to agree on the amount, it will ultimately be determined by discretion. The amount must be paid no later than 1 - one - month after it has been ultimately determined.

§ 5 The Board of Directors
The Company's Board shall comprise nine members with deputy members, of which three members and five deputies are nominated by the employees, and six members and six deputies by the General Meeting.

Board members shall normally not be re-elected for more than a total of three consecutive terms. No-one can be elected to the Board of Directors after his/her 67th birthday.

Administration of the Company comes under the remit of the Board pursuant to Section 6-12 of the Norwegian Limited Liability Companies Act. The Managing Director is responsible for the day-to-day management of the Company's business activities pursuant to Section 6-14 of the Norwegian Limited Liability Companies Act.

§ 6 General Meeting
An Ordinary General Meeting shall be held annually by the end of May. The Ordinary General Meeting shall consider and decide on the following matters:

a Approval of the Annual Accounts and Annual Report
b The election of six Board members and their deputies.
c The election of an auditor and stipulation of the auditor's fees, as appropriate.
d The stipulation of Board members' fees.
e Other matters arising, either as stated in the notification or which must be considered by the General Meeting pursuant to legislation.

An Extraordinary General Meeting will be held when the Board deems it necessary, or otherwise pursuant to Section 5-6 of the Norwegian Limited Liability Companies Act.

§ 7 Amendments to the Articles of Association
A decision to amend the Articles of Association must be made in accordance with Section 5-18 of the Norwegian Limited Liability Companies Act, and only after both the Research Council of Norway and NTNU have been given the opportunity to express their views.

§ 8 Dissolution
In the event of liquidation of the Company, assets remaining after coverage of the Company's obligations to its creditors shall be transferred to non-profit institutions with the aim that such assets will be used to promote research or development activities identical or similar to those carried out by the Company.