About Yara

Articles of Association

Yara's Articles of Association define the scope of Yara’s business. Yara is listed on the Oslo Stock Exchange and subject to Norwegian securities legislation.

§1

The name of the company is Yara International ASA. The company is a public company limited by shares.


§2

The objectives of the company are to engage in industry, commerce and transport, and to engage in other activities connected with these objectives. Activities may also proceed through participation in or in co-operation with other enterprises.


§3

The company’s registered office is in Oslo.


§4

The share capital of the company is NOK 464,470,311 divided into 273,217,830 shares, each with a nominal value of NOK 1.70.


§5

If the share capital is increased, and provided that the Norwegian law in force at the time so permits, preferential subscription rights shall be reserved in connection with each such capital increase, on the conditions stipulated by the Board of Directors, for up to

a) 0,83% of the increase for holders of the 83 unredeemed founder certificates; and
b) 2.79% of the increase for holders of the 4,343 unredeemed subscription certificates.

These preferential rights shall not apply if the increase is made in order to allot shares to third parties as compensation for their transfer of assets to the company.


§6

The company’s Board of Directors shall be composed of 3 to 10 members.


§7

The company shall have a Nomination Committee consisting of four members elected by the Annual General Meeting. 

The Chairperson of the Board and the President, who do not hold voting rights, shall be requested to attend at least one meeting of the Nomination Committee before the Committee reaches its final recommendation. 

The Nomination Committee makes recommendations to the Annual General Meeting regarding the election of the shareholder’s representatives to the Board. 

The Nomination Committee proposes and the Annual General Meeting adopts the procedure for the Electoral Committee.


§8

The Chairperson of the Board, or two members of the Board jointly, or the Chief Executive Officer have the right to bind the company by their signatures.


§9


The Board may decide that documents concerning matters to be discussed at the Annual General Meeting are not distributed to shareholders when they are made available on the company’s web site. This includes documents which by law must be included in or attached to the notice of the Annual General Meeting. A shareholder may still request to receive documents relating to matters to be discussed at the Annual General Meeting. 

The Annual General Meeting shall be convened by the Board of Directors in accordance with applicable legal requirements. 

Shareholders or their representatives wishing to attend and vote at the Annual General Meeting must inform the company of this five days prior to the Annual General Meeting.


§10

The Annual General Meeting shall be held each year within the expiry of June, and shall deal with and decide on:

1. Approval of the Annual Report and Accounts, including the distribution of dividend.
2. Other matters which under law or these Articles shall be dealt with by the Annual General Meeting.
The Board of Directors may decide that it shall be possible for the shareholders to cast their votes in writing, including by means of electronic communication, for a period prior to the general meeting.

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