Appendix I — Operational Joint Stock Company

Key clauses.

Creation of Asymmetric Share Classes:

1. The company’s share capital is divided into two classes:
   1. Ordinary Shares (held by the Cooperative Federation and member organisations);
   2. and one (1) Class S Stewardship Share (‘Klasse S-aksje’), held exclusively by the Foundation.
2. The Klasse S share carries a nominal value of [e.g., 1 NOK/EUR], holds zero economic rights to dividends, and carries zero distribution rights upon liquidation.

The Absolute Structural Veto (Reserved Matters):

1. Pursuant to Section 5-18 of the Limited Liability Companies Act, no resolution of the General Assembly regarding the following Reserved Matters shall be valid or legally binding without the explicit, prior written consent of the holder of the Klasse S Stewardship Share:
   1. Any modification to this Company’s corporate purpose or the Ethical Charter.
   2. Any change to the surplus allocation policy or the introduction of speculative dividend distribution.
   3. The sale, transfer, or licensing of core operational assets or IP.
   4. The merger, restructuring, spin-off, or liquidation of the Company.”

Surplus Allocation Clause:

1. Net surpluses generated by the company shall be strictly restricted.
2. Surpluses must be allocated to:
   1. operational reserves and R&D,
   2. lowering service and logistics fees for member associations, or
   3. servicing the asset leases held by the Non-Profit Holding Company.
3. Speculative profit-maximizing distributions based on capital equity percentages are strictly prohibited.