Articles of Association of Biotec Pharmacon ASA

(last amended 28 March 2011)

1. Company name
The name of the company is Biotec Pharmacon ASA. The company is a public limited joint-stock company.

2. Registered office

The registered office of the company is Tromsø.

3. Company's object
The object of the company is to participate in research, development, production, marketing and sale of pharmaceutical products, biochemicals for research and for industrial purposes, and products within dietary supplements and cosmetics stimulating the immune system. The company shall promote development of products and technological knowledge attached to the above, and shall be able to invest in other companies within these segments.

4. Share capital
The share capital of the company amount to NOK 28,552,816, divided into 28,552,816 shares each with a nominal value of NOK 1,-.

5. Board of directors

The company's board shall consist of 5 to 8 members as decided by the general meeting, of which minimum 4 and maximum 7 members should be elected by the shareholders. Personal deputy board members may be elected as decided by the general meeting. The chairman of the board is elected by the general meeting. The serving period for each member of the board is decided by the general meeting, and should not exceed two-year terms.

Power of signature for the company is exercised by the chairman and one other board member, or three of the board members jointly.

6. Nomination committee
The company shall have an nomination committee consisting of at least 3 members elected by the general meeting, serving two-year terms. The purpose of the nomination committee is to make recommendations to the general meeting regarding election of members to the board and to suggest the fees to the board. Members of the nomination committee shall be shareholders or representatives for such shareholders. The general meeting may resolve instructions for the nomination committee.

7. The general meeting
The ordinary general meeting of shareholders shall deal with the following matters:

  1. Adopt the board's proposal for the income statement and balance sheet, and the board’s annual report.
  2. Decision on how to employ the year's profit or cover of loss.
  3. Election of board directors.
  4. Election of nomination committee.
  5. Other matters which according to law pertain to the general meeting.

8. General meeting information on the internet
Documents regarding matters to be decided at the general meeting, may be published on the company’s web site www.biotec.no. This is supposed to meet the demands in The Norwegian Public Limited Companies Act about forwarding documents to the shareholders. Also includes documents which by law shall be part of or attached to the notice for general meeting. A shareholder may nevertheless demand to get all such documents sent by mail.