Articles of Association

EKORNES ASA (ORG.NR. 964 976 430) AS OF 24.02.2004

§ 1 The company’s name is Ekornes ASA. The company is a public limited company.

§ 2 The company’s purpose is to operate business activities and whatever may be associated with this, including participation in other companies.

§ 3 The company’s registered office of business is in the Municipality of Sykkylven.

§ 4 The company’s share capital is NOK 36,826,753, divided into 36,826,753 shares each with a nominal value of NOK 1, fully paid up. The company’s shares shall be  registered with the Norwegian Central Securities Depository (VPS ASA).

§ 5 The shares are freely transferable.

§ 6 The company’s board of directors shall consist of 3 - 8 members with up to 10 deputy board members, pursuant to a decision by the general meeting. Three of the board’s members, and up to five deputy members, shall be elected by and from among the mployeesin the group’s Norwegian companies. The general meeting shall elect the board of director’s chairperson. The company’s signature can be signed by the board’s chairperson and one board member together. The board of directors may grant powers of procuration.

§ 7 The company shall have a general manager.

§ 8 14 – fourteen – days notice of general meetings shall be given. The company general meeting shall be held at the company’s offices, unless the board of directors decides to hold it somewhere else. The ordinary general meeting shall deal with:

1. Adoption of the profit and loss account and balance sheet, including the allocation of the surplus or coverage of the deficit, as well as the distribution of dividends.
2. Adoption of the consolidated profit and loss account and balance sheet.
3. Election of the board of directors.
4. Other matters which by law fall within the scope of the general meeting.

§ 9 An election committee shall make recommendations to the general meeting regarding selection in the event of the election of shareholders’ members to the board of directors. The election committee shall consist of 4 – four – members elected by the general meeting. The members shall be shareholders or shareholders’ representatives.
In the event one or more members retire from the committee, new members shall be elected at the next general meeting. The instructions for the election committee’s work shall be adopted by the general meeting. If a corporate assembly is established in the company, the election committee’s function ceases to exist and it will be wound up from the point in time the general meeting determines.