Investor relations

Articles of Association

Unofficial translation of the Norwegian Articles of Association

§ 1 - Company name

The company’s name is Nordhealth AS.

§ 2 - Company business

IT solutions, including purchase and sale, consultancy  services and other related business, including also ownership in and participation in other companies with a  similar business.

§ 3 - Share capital

The Company’s share capital is NOK 80,191,746 divided  into:

(i) 45,191,747 A-shares, each with a nominal value  of NOK 1, NOK 45,191,747 in total (the  "A-shares"); and

(ii) 34,999,999 B-shares, each with a nominal value  of NOK 1, NOK 34,999,999 in total (the  "B-shares").

All shares in the company shall carry equal rights, with the following exceptions:

a) The A-shares shall carry one (1) vote per share  and the B-shares shall carry ten (10) votes per  share.

b) The holders of B-shares may at any time convert  B-shares into A-shares, upon which one (1) B share will become (1) one A-share, by written  notice to the board of directors. Conversion  shall occur ten (10) business days after written notice have been submitted.

c) The total number of B-shares cannot exceed  50,000,000 B-shares.

The company’s shares shall be registered with the  Norwegian Central Securities Depository (VPS).

§ 4 – The board

The board shall consist of 1 to 7 members, according to  the decision of the general meeting.

§ 5 -  Signatory rights

Two board members jointly, or the general manager alone, shall have the right to sign on behalf of the company.

§ 6 - Transfer of shares

A-shares are freely transferable.

B-shares are transferable subject to the following  restrictions:

a) B-shares are freely transferable to a close associate, as defined in the Norwegian Private  Limited Companies Act section 1-5 (including  half-siblings), and to Three Plus Group S.A., any  of its close associates and any of its direct or  indirect shareholders irrespective of ownership  share.

b) B-shares are freely transferable to third parties  (i.e. to others than those subject to limb a)  above), but shall then automatically be  converted into A-Shares simultaneously with the  transfer. Such transfer can be completed at the  earliest ten (10) business days after written  notice to the board.

c) A sale of more than 50% of the outstanding B shares from time to time to a third party or third  parties (i.e. to others than those subject to limb  a) above), in one transaction or a series of  related transactions, cannot be completed unless the buyer or the buyers in connection with such sale offer to acquire all the shares in the company at the same price per share and other terms. The offer shall be made in an offer document that describes the offer and provides  accurate and complete information regarding matters that are important when considering the offer. The deadline for accepting the offer shall be minimum four (4) weeks. In such an event, all B-shares shall be automatically converted to A-shares simultaneously with the completion of the transfer of the shares.

d) If the B-shares constitute less than 5% of the outstanding number of shares in the company,  they will automatically be converted to A-shares.

The Norwegian Private Limited Companies Act rules on board approval of acquisition of shares and right of first  refusal shall not apply to the A-shares and the B-shares.

§ 7 – General meeting

The annual general meeting shall deal with and resolve the following matters:

• Approval of the annual accounts and the annual report, including distribution of dividends.
• Other issues, which according to applicable law or the articles of association is a matter for the general meeting to resolve.

Documents relating to matters to be considered at the general meeting are not required to be sent to the shareholders if the documentation is available on the company’s website or similar electronic platform. This also applies to documents that are required by law to be attached to the notice of the general meeting, provided that a shareholder may require that documents to be  considered at the general meeting shall be sent to that shareholder.

The shareholders can cast their votes in writing in advance on items on the published agenda for the company’s general meetings. Such votes may also be cast by electronic communication. The access to cast votes in advance is contingent on that a satisfactory method to  authenticate the sender is available. The board of  directors can establish specific guidelines for advance  votes in writing. The notice of the general meeting shall  describe whether it will be possible to vote in writing prior  to the general meeting, and what guidelines, if any, have  been established for such voting.