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Articles of Association

As of 12th of February 2023.

Articles of Association for Nordic Unmanned ASA [1]

§1 Company name

The company’s name is Nordic Unmanned ASA. The company is a public limited liability company.

§2 Registered office

The company’s registered office is in the municipality of Sandnes.

§3 Business

The company’s business is the development, production, sale, and operation of unmanned aircrafts and anything related to this.

§4 Share capital

The company’s share capital is NOK 44 078 083, divided into 44 078 083 shares, each with a par value of NOK 1.

The shares in the company are freely transferable. Transfer of shares is not subject to a requirement of board approval or right of first refusal for the shareholders.

§5 Governance

The company must have a board consisting of between three and eight board members

Two board members jointly sign on behalf of the company.

The board of directors may issue powers of procuration.

§6 Shareholder registration

The shares in the company shall be registered in Euronext VPS, operated by Verdipapirsentralen ASA.

§7 Nomination committee

The company shall have a nomination committee, which is elected by the General Meeting.

The nomination committee shall present proposals to the General Meeting regarding (i) the election of the Chairman of the Board, board members, and any deputy members of the Board and (ii) the election of members of the nomination committee. The nomination committee shall also present proposals to the General Meeting for remuneration of the Board and the nomination committee.

The General Meeting shall adopt instructions for the nomination committee and determine the remuneration of the members of the nomination committee.

§8 General meetings

At the ordinary general meeting, the following matters shall be dealt with and decided:

  1. Approval of annual accounts and annual reports.
  2. Application of the surplus or coverage of the deficit in accordance with the established balance sheet, as well as the distribution of dividends.
  3. Election of the board.
  4. Approval of the board’s declaration on salary and other remuneration for senior staff.
  5. Other matters which according to the law or the articles of association fall under the general meeting.

The right to participate and vote at general meetings of the company can only be exercised for shares that have been acquired and entered in the shareholder register on the fifth working day before the general meeting.

Shareholders who wish to participate in a general meeting in the company must report this to the company within a deadline specified in the notice to the general meeting, which cannot expire earlier than five days before the general meeting. Shareholders who have not notified by the expiry of the deadline may be refused entry.

When documents relating to matters to be dealt with at the general meeting are made available to the shareholders on the company’s website, the law’s requirement that the documents must be sent to the shareholders does not apply. This also applies to documents that by law must be included in or attached to the notice of the general meeting. A shareholder can still demand to be sent such documents.

In connection with convening general meetings, the board may decide that the shareholders must be able to cast their vote in writing, including by using electronic communication, for a period before the general meeting

Articles of Association for Nordic Unmanned AS as of 12th of February 2023 – Norwegian