Articles of Association

Published: 24.11.2020

This is an English office translation of the original Norwegian version of this document. In case of discrepancy between the Norwegian language original text and the English language translation, the Norwegian text shall prevail.

Articles of Association for Investinor AS, adopted on 23 June 2020.

§ 1 The Company

The name of the Company is Investinor AS.

§ 2 Place of business (municipality)

The Company has its registered office in Trondheim municipality.

§ 3 The objective of the company

The objective of the company is to promote enhanced access to capital in the early-phase market by means of the following business activities:

1) Active direct investment

The purpose of the mandate is to facilitate increased wealth creation by offering risk capital primarily to recently established, globally-focused and competitive companies. As well as risk capital, the company shall exercise the competent and active ownership of its portfolio companies. The mandate shall include all of Norway in its portfolio catchment area.

Investment shall be made in the form of shares or responsible loans, and shall be made on a commercial basis and under the same terms as for private sector investors.

The company shall prioritise investment in sectors with businesses that have potential global competitive advantages, that address the exploitation of key natural resources, that utilise innovative technologies and expertise, and/or that contribute to mitigating the effects of anthropogenic climate change and negative impacts on the environment.

NOK 500 000 000 of the company’s original capital base shall be reserved for investment in marine sector businesses.

Investment focus shall be directed on companies in the early growth phase, with a degree of flexibility favouring the expansion phase in situations where this is compatible with the company’s objective. It will be possible to make follow-up investments in subsequent phases. A further NOK 500 000 000 has been granted to the mandate and reserved for investment in the forestry and timber sectors. Within these sectors investment can also be made in mature, unlisted companies.

Investments shall be made with a long-term perspective. The company shall have an exit strategy in place for all the companies in its portfolio.

It is a condition that the company’s share capital in any individual portfolio company shall be no greater than 49%. As a general rule, in the event of capital expansion in a portfolio company, Investinor’s share in the expansion shall not exceed 49%. However, under this mandate, it may be possible in exceptional cases to increase this to up to 70%, provided that this incurs no significant change to the total portfolio risk.

2) Seed fund management

The aim of the seed fund schemes is to facilitate the release of private sector capital for early phase investment. The funds shall offer risk capital and relevant expertise. The funds are managed by private sector investors.

Seed funds established in 2014 or later shall be followed up in compliance with notification no. 104/13/COL sent to the EFTA Surveillance Authority and appurtenant regulations issued by the Ministry on 27 April 2020. Seed funds established in the period 2006 to 2008 shall be followed up in compliance with notifications nos. 181/05/COL, 61/06/COL and 62/06/COL sent to the  EFTA Surveillance Authority’s and appurtenant regulations issued by the Ministry on 27 April 2020. Loans made to seed funds established during this period may be financed by means of loans from the Central Bank of Norway (Norges Bank). The mandate entails the management of portfolio companies and guarantee obligations transferred from liquidated seed funds via the Mid-Norwegian subsidiary fund Såkorninvest Midt-Norge AS.

3) Pre-seed fund management

The aim of this scheme is to part-finance, and release private sector investment capital to, innovative growth companies that are less than five years old. Follow-up shall take place in compliance with the terms and conditions set out in the EU Commission’s General Block Exemption Regulation (GBER) as it relates to state support that is in compliance with the EEA Agreement, cf. Articles 1 to 9 of the GBER, Article 22 for funds established before 2016, and Articles 21 to 22 for funds established subsequently. The scheme shall be followed up in compliance with the relevant rules issued by the Ministry on 27 April 2020 and the notifications GBER 27/2015/Risk capital and GBER 15/2016/Risk capital sent to the EFTA Surveillance Authority.

4) Co-investment fund, Northern Norway (Koinvesteringsfondet for Nord-Norge)

This fund was established with the aim of increasing capital access for early phase companies. The companies that shall receive investment shall be based in Northern Norway. The investments shall be made in partnership with private sector investors on a project-by-project basis. Private investors shall invest at least as much as the state in both individual and follow-up projects. Details of the terms and conditions related to this fund are set out in the relevant regulations issued by the Ministry on 27 April 2020.

5) Mandate for fund and investment matching

The aim of this mandate is to promote increased overall wealth creation and the restructuring of Norwegian business by boosting the Norwegian early phase capital market.

This mandate enables Investinor to invest in funds by utilising syndicated structures and matching private sector investors. Investment shall focus on companies in the venture and early development phases. The private sector managers or investors shall be responsible for the selection and follow-up of the investment objects.

This mandate also enables Investinor to collaborate on raising equity financing with the European Investment Bank (EIB) and the European Investment Fund (EIF).

Each investment shall be made on a commercial basis and under the same terms as for the private sector co-investors (pari passu). In the case of both fund and syndicated investments, the private sector transaction share shall be no less than 51%. In the case of matching, Investinor may invest an amount that is no greater than that made by the private sector investor. In this context, companies that are wholly owned by the public sector are not regarded as private sector companies. In the case of pre-seed funds that operate in many countries, it is a minimum requirement that a proportion corresponding to Investinor’s share shall be invested in Norway.

Investinor shall set out specific criteria for its investment activities. The selection of funds and co-investors for each investment project shall take place as part of an objective, open, transparent, non-discriminatory process.

General provisions

The company is not permitted to take on loans in excess of that which is compatible with its objective to manage the seed fund schemes. The company is not permitted to manage capital on behalf of agencies other than the Norwegian state.

Investment activities outside the scope of follow-up of the seed and pre-seed funds shall be organised in order to ensure that no state funding is made to managers, co-investors or portfolio companies. The company is not permitted to make matching investments using funds taken from the mandate of the Co-investment fund, Northern Norway (Koinvesteringsfondet for Nord-Norge), or that of fund and matching investments in companies that are receiving funding from the pre-seed fund mandate. Nor is the company permitted to make new, direct investments in companies that are receiving investment from the other mandates.

§ 4 Share capital

The company’s share capital is NOK 2,446,000,000, comprising 244,600 shares each at a nominal value of NOK 10,000.

§ 5 The Board of Directors

The Board of the company shall comprise five to seven members.

The Board members, including the Chair and Deputy Chair, are elected by the General Meeting.

§ 6 Consideration of matters that entail material changes to the company’s business activities

Relevant and material changes to the company’s business activities, such as the establishment of subsidiary companies and the granting of voting rights to subsidiaries at the General Meeting in matters that are not part of normal administration, shall be communicated to the owner of the company no less than three weeks prior to the planned final consideration by the Board.

§ 7 Company signatories

The Company signatories comprise the Board Chair or Deputy Board Chair, together with one of the other Board members or the General Manager.

§ 8 Details regarding the Annual Accounts and reporting

The Board shall prepare a statement concerning the determination of salaries and other remuneration paid to employees in management positions.  This shall be appended as a note to the Annual Accounts. The statement shall be in compliance with Section 6-16 (a) of the Norwegian Public Limited Liability Companies Act (allmennaksjeloven) and shall be given due consideration at the company’s Ordinary General Meeting. Reference is made to Section 5-6, subsection 3, of the said Act.

The company shall maintain separate accounts, and produce separate reports, for the various mandates set out in Section 3 of these Articles.

Information regarding the company’s various schemes, including the regulations governing the schemes and links to notifications and reports submitted to the EFTA Surveillance Authority, shall be published on the company’s website.

§ 9 General Meeting

The following matters will be considered and determined by the General Meeting:

Approval of the Annual Accounts and Annual Report, including the distribution of dividends.

Other matters that, pursuant to legislation or the Articles of Association, fall within the scope of the General Meeting.

Ordinary and Extraordinary General Meetings shall be held in either Trondheim or Oslo.

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