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1. Company name
The name of the company is ArcticZymes Technologies ASA (formerly Biotec Pharmacon ASA). The company is a public limited joint-stock company.
2. Registered office
The registered office of the company is Tromsø, Norway.
3. Business purpose
The business purpose of the company is to participate in research, development, production, marketing and sale of medical products, biochemicals for research and for industrial purposes, and immunomodulating ingredients for the consumer health market. The company shall promote development of products and technological knowledge related to its business areas, and shall be able to invest in other companies within these segments.
4. Share capital
The share capital of the company amount to NOK 48,334,673 divided into 48,334,673 shares each with a nominal value of NOK 1,-.
5. Board of directors
The company’s board shall consist of 4 to 8 members as decided by the general meeting, of which minimum 3 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 two of the board members jointly.
6. Nomination committee
The company shall have a nomination committee consisting of at least 3 members elected by the general meeting. The serving period for each member is decided by the general meeting, and should not exceed 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 propose the remuneration of 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 general meetings of shareholders shall be held where the Company’s main office is registered. Alternatively the Board may decide to arrange a general meeting in Oslo. The general meeting shall consider the following matters:
Adopt the board’s proposal for the income statement and balance sheet, and the board’s annual report.
Decision on how to employ the year’s profit or cover of loss.
Election of board of directors.
Election of nomination committee.
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 assembly, 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. It 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.
Written and/or electronic voting in accordance with the Norwegian Public Limited Liability Companies Act Section 5-8 b) shall be allowed for meetings where such method of voting is arranged by the Board of Directors.
Being allowed to cast votes in advance is contingent on having a satisfactory method to authenticate the identity of the sender. The Board of Directors can establish more specific guidelines for dealing with advance votes in writing. It shall state on the notice of the General Assembly whether it will be possible to vote in writing prior to the General Assembly, and what guidelines, if any, have been established for such voting.
This is an office translation from the original text in Norwegian
Instruction for the Nomination Committee
1. Composition and election
The Company shall have a Nomination Committee consisting of one chair and two other members who are elected at the General Meeting.The majority of the members shall be independent of the board of directors and the management. No more than one member of the committee shall be a board director, and any such member shall not offer himself for re-election to the board. The nomination committee shall not include the CEO or any other executive personnel. The election period is for two years, but the General Meeting may decide otherwise.
The remuneration for the Nomination Committee is decided at the Annual General Meeting.
The Committee shall submit proposals on the following to the General Meeting:
- election of shareholder-elected members to the Board, including nominations for Chairman of the Board, , and;
- election of members and Chairman of the Nomination Committee. The members of the Committee shall be shareholders or representatives for shareholders. and;
- determination of the remuneration to the Board of Directors and the Nomination Committee.
The Nomination Committee is to have a quorum when two of the members are participating. Meetings shall be convened when required by either Chairman of the Nomination Committee, Chairman of the Board, CEO or by two of the other committee members. Meetings can take place by telephone or by circulation. Minutes from meetings shall be in writing. If the Nomination Committee cannot reach a unanimous decision, the majority votes apply. The vote from the Chairman decides if equal votes arise.
The Chairman of the Board and the CEO shall be invited to attend at least one meeting with the Nomination Committee before the committee makes its final recommendation. The CEO and the Chairman shall inform the committee with the board's evaluation of its activities and expertise.
The nomination committee obtains information from the administration or other persons, including employee representatives and shareholders, as is deemed to be relevant. Information is published on the company’s website concerning time-limits for submitting proposals and comments to the nomination committee regarding elections to the Board of Directors and the Nomination Committee.
The Nomination Committee may draw on resources within the Company and obtain advice and recommendations from sources outside the Company. The costs of the Nomination Committee are covered by the company.
The Nomination Committee shall justify proposals for each candidate, taking into consideration competence, capacity and independence. Information on age, education, business experience and any ownership interests shall also be given.
5. Proposals to the General Meeting
Shareholders shall be given the opportunity to submit proposals to the Nomination Committee in a simple and easy manner. Deadlines for proposals shall be stated on the Company’s homepage.
Corporate ethics are about how we behave towards each other and the outside world, including avoiding violation of any law. All employees of ArcticZymes Technologies ASA and its subsidiary companies (the Group or the Company) are responsible for following the rules and guidelines that build on ArcticZymes Technologies basic values and form attitudes we can be proud of.
ArcticZymes Technologies guidelines for corporate ethics apply to members of the Board of Directors, managers and all employees of ArcticZymes Technologies as well as others acting on behalf of ArcticZymes Technologies. It is the manager’s responsibility to make sure every employee is aware of, and complies with these guidelines. It is the employee’s duty to read and follow the guidelines. Those who infringe ArcticZymes Technologies Code of Conduct must be prepared to face the consequences that are in line with the infringement’s type and scope. Violation of the Company’s Code of Conduct may result in disciplinary action, up to and including termination of employment.
This policy applies to all units of ArcticZymes Technologies and to all employees regardless of function, position, employment status, grade or standing. References in this policy to “ArcticZymes” or “the Company” or “Group” are meant to include references to all entities of the ArcticZymes Technologies Group.
2. General guidelines
ArcticZymes Technologies is committed to providing a work environment that is positive and professional. Therefore, you shall behave with respect and integrity towards anyone you come into contact with through your work. You shall help create an environment free from any discrimination, be it due to religion, skin color, gender, sexual orientation, age, nationality, race or disability and free from bullying, harassment or similar behavior. Any behavior that can be perceived as degrading or threatening will not be tolerated.
Loyalty, impartiality and conflict of interests
ArcticZymes Technologies respects the individual employee’s right to a private life and private interests, but demands openness and loyalty to the Group and the Group’s interests. You shall not take actions nor have interests that make it difficult to perform your work objectively or effectively. Service to ArcticZymes Technologies should never be subordinated for personal gain and advantage. Conflicts of interest should, wherever possible, be avoided. You shall never take part in or attempt to influence a decision or settlement if there is a conflict of interest, which could give grounds to question one’s impartiality.
Conflicts of interest could involve, but are not limited to, dealing with customers, suppliers, contractors, present or prospective employees, competitors, or outside business activities. Anything that would present a conflict for you would likely also present a conflict if it is related to a member of your family.
Should a conflict of interest arise you shall on your own initiative evaluate and notify your immediate superior of your partiality or the conflict of interest.
Every employee in the Group has a duty of confidentiality by law and written agreement. You shall keep confidential all corporate and other matters that could provide third parties unauthorized access to confidential information. You should exercise caution when discussing internal affairs so as to avoid being overheard by unauthorized persons. The duty of confidentiality also applies after the conclusion of your employment or contractual relationship with ArcticZymes Technologies for as long as the information is considered to be of a sensitive nature or in any other way confidential.
Intellectual property such as know-how, technology, design, methodology, concepts, ideas and drawings are important for ArcticZymes Technologies to succeed in the market. If you are involved with the Group’s intellectual property you are required to protect and administer it in the interest of the Group. You shall also respect the intellectual property rights of others and seek to avoid violations of such rights. Unless otherwise specified by law or orders from public authorities, you shall not make corporate secrets or other important information available to unauthorized persons before obtaining a signed confidentiality agreement from each of those persons. Any intellectual property rights related to ArcticZymes Technologies business activities developed by or in co-operation with ArcticZymes Technologies employees is the property of the company.
Property and assets
ArcticZymes Technologies property and assets, e.g. equipment and rented buildings, shall be managed and safeguarded in an appropriate manner. You shall observe the Group’s security requirements concerning access to and use of the group’s facilities, IT equipment and access to electronic documents. The Group’s equipment and property may only be used for personal purposes if agreed in connection with the employment or as a result of ArcticZymes Technologies rules and guidelines.
Nature and physical environment
ArcticZymes Technologies shall encourage environmental protection, by minimizing environmental damage and by developing, promoting, and utilizing environmentally friendly technology. You shall bear in mind the environmental effects that work-related activities have, and you shall choose environmentally friendly solutions as far as this is possible.
Information that may affect the stock price
As a publicly listed company, ArcticZymes Technologies is subject to strict rules concerning the handling of non-public information that may affect the market price of ArcticZymes Technologies shares and other financial instruments issued by ArcticZymes Technologies.
If you have such information about ArcticZymes Technologies, it is your responsibility to prevent access to it by unauthorized persons and/or disclosure before it has been received by the stock exchange and made available through the stock exchange’s information system, or before the information ceases to be sensitive.
If you have or receive information that may affect the stock price, you shall not trade in the financial instrument/share before the information has been made public or ceases to be sensitive. You must not provide such information to anyone, directly or indirectly, except those who have a real need for the information in order to perform their duties on behalf of ArcticZymes Technologies.
If you are in doubt as to whether you have share price sensitive information or how you should act, ask for advice from the Group management as soon as possible.
Information, communication and contact with the media
All information from ArcticZymes Technologies shall be reliable and correct and be maintained under high professional and ethical standards. All individuals who, through their work, deal with information are responsible for meeting these standards. Communication with the media, the public and the financial markets shall be done only by authorized personnel and in accordance with established guidelines and routines and satisfy the regulations and practice applicable to publicly listed companies.
Expertise and authority
All decisions shall be made at the appropriate level in accordance with the applicable regulations concerning authority. You may only obligate the company vis-à-vis others if you hold such special authority, and you must always keep within the limits of your authority.
3. Relations with Customers, Suppliers, Competitors and Public Authorities
Customers shall be met with insight, respect and understanding. You shall always try to fulfill the needs of the customer in the best possible manner, within the guidelines for corporate ethics that apply to the business. Customer’s personal information shall be protected in accordance with the relevant laws on protection of personal data.
Suppliers shall be treated impartially and justly.
Competitors to ArcticZymes Technologies products shall always be met in an honest and professional manner.
Public authorities shall be met in an appropriate and open manner. Public information about the Group shall only be supplied by ArcticZymes Technologies management or by the person responsible for public communications, unless otherwise agreed.
ArcticZymes Technologies desires fair and open competition in all markets, both nationally and internationally. Under no circumstances shall you cause or be part of any breach of general or special competition regulations, such as illegal cooperation on pricing, illegal market sharing or any other behavior that is in breach of relevant competition laws.
Corruption and bribery
ArcticZymes Technologies is firmly opposed to all forms of corruption. You shall never offer or accept illegal or inappropriate monetary gifts or other remuneration in order to achieve business or personal advantages for yourself or others. Nor shall you use agreements with middlemen to channel payment to anyone in such a way that may be interpreted as corruption.
Gifts and business courtesies
You shall always exercise caution in relation to offering or accepting gifts and business courtesies. You shall not accept gifts or other remuneration if there is reason to believe that its purpose is to influence business decisions. If in doubt, always consult your immediate superior.
ArcticZymes Technologies is firmly opposed to all forms of money laundering and shall take steps to prevent its financial transactions from being used by others to launder money.
4. Relations to Employee’s Private Interests and Actions
As an employee of ArcticZymes Technologies you shall not be employed or work as a contractor for another company without prior written permission from your superior.
Duty, positions and ownership of external businesses
Engagements in external duties and positions are positive, but their scope or type must not affect your working relationship with ArcticZymes Technologies or come into conflict with ArcticZymes Technologies business interests. Duties and positions outside the Company that are of a scope or nature that they can affect your working relationship with ArcticZymes Technologies shall be expressly agreed in writing in advance by your immediate superior. This include but is not limited to activities like board duties, consultancy for or ownership of customers’, suppliers’, and joint-venture partners’ or competitors’ businesses.
ArcticZymes Technologies does not give support to political parties, either in the form of direct financial support or paid working time. Employees who take part in political activities will be granted leave from their work in accordance with the law and any agreements.
Use of electronic equipment
ArcticZymes Technologies, as an employer, has facilitated its employees with electronic equipment to perform optimally within their job descriptions. All employees must ensure that the technology and equipment made available by the Company is used in a manner consistent with the Company’s practices and policies. Computers, communication systems, telephones, fax machines and related services (such as access to the Internet and voicemail) are provided as tools to allow you to better perform required tasks and to support ArcticZymes Technologies business goals and objectives. Employees may not use any electronic equipment provided by the Company (including voice mail and e-mail) for any communication that contains content that may be reasonably considered offensive, defamatory, harassing, or disruptive to any recipient. Electronic communications by employees that may constitute verbal abuse or defamation or that may be considered harassing, vulgar, obscene, or threatening is strictly prohibited and may result in disciplinary action, up to and including termination.
Use of Internet
Access to any Internet site from ArcticZymes Technologies property or during the Company’s operating hours is restricted to activities necessary for associates to perform their jobs. However, incidental use of these systems for appropriate personal reasons is permitted but should never interfere with normal business operations. The Company reserves the right, without prior notice, to block, monitor or internally disclose associate Internet use, and will do so for legitimate business purposes. Inappropriate use of the Internet, including but not limited to downloading from illegal web sites, is strictly prohibited. If communicating by social medias, you are responsible to the Company within this Code as described in previous section.
5. Reporting and Accountability
Should you become aware of an infringement of ArcticZymes Technologies policies and procedures or ethical guidelines, these concerns must be reported immediately to your superior. This includes any human resources matters, including, but not limited to, questions of impropriety as they might relate to sexual harassment or discrimination allegations.
If reporting to a superior is not possible, you should report the infringement directly to the CEO. The concern may also be addressed to ArcticZymes Technologies Audit Committee. Incidents may be reported confidentially if desired. Failure to report infringements is in itself a breach of this Code.
ArcticZymes Technologies will not implement sanctions in any form against any employee who informs individuals in positions of responsibility or the Audit Committee about possible infringements of ArcticZymes Technologies policies and procedures, ethical guidelines, applicable laws or other blameworthy circumstances in ArcticZymes Technologies business. These individuals shall take all actions they consider appropriate to investigate any violations reported. If a violation has occurred, ArcticZymes Technologies will take such disciplinary or preventive action, as it deems appropriate.
Any changes to or waivers of this Code may only be made by the Board of Directors.
All employees are committed to familiarize themselves with and adhere to ArcticZymes Technologies’s Code of Conduct and related policies. Each employee must annually confirm compliance with the Code of Conduct policy.
The Code of Conduct is reviewed once a year, and ArcticZymes Technologies reserves the right to modify, amend, suspend or terminate the Code of Conduct with or without notice. Employees are committed to keep informed on the latest and applicable version of the Code of Conduct. Failure to adhere to the Code of Conduct and/or related policies may lead to disciplinary actions or dismissal.
Investor relations policy
ArcticZymes Technologies (formerly Biotec Pharmacon) aims to increase knowledge of the company through precise and confident communication with shareholders, analysts and investors. ArcticZymes Technologies (formerly Biotec Pharmacon) is committed to providing consistent, open, timely, equal, and relevant information to stakeholders, including the stock market.
ArcticZymes Technologies (formerly Biotec Pharmacon) normally holds open investor presentations in connection with the submission of quarterly results. Recorded webcasts from the presentations are available for at least 12 months.
News, performance reports and presentations are posted on the company’s website at www.arcticzymes.com/investors/.
Press releases are distributed as well through CisionWire.
Biotec Pharmacon aims to increase the value of the Biotec Pharmacon share through long-term profitable commercialization of its specialized bio-active products, as well as through licensing revenues from commercial partners.
The company gives priority, therefore, to provide current information to the stock market about the company’s development in order to give shareholders the best possible basis for assessing the value of its shares at any time.
The company is currently in a development phase for its medicinal products. Within the marine biochemicals, the company plans to invest in strengthening its marketing capacity. In the short term, the cost of operations will exceed the revenues. There are no plans for dividend to shareholders in the short to medium term.
Corporate social responsibility
ArcticZymes Technologies ASA (formerly Biotec Pharmacon ASA) is committed to develop socially valuable products, such as health products to improve people’s life, products to stimulate the welfare of farmed fish and animals, and life science products making laboratory processes and diagnosis more efficient and cost effective. The Company avoids using scarce natural resources and emphasizes this by approving suppliers.
The Company has since 2013 implemented Ethical guidelines upon which all employees have confirmed individually in writing that they, through their position will work to prevent discrimination, promote equality, promote human rights and combat all forms of corruption. These guidelines comply with the principles of the UN Global Compact. Size and business scope of the Company is limited compared with most other listed companies. Systematic reporting on CSR will be established at a later stage.