Articles of association

Bullet

Norwegian Energy Company ASA
(org nr 987 989 297) (Amended 26 May 2016)

§ 1

The Company

The Company`s name is Norwegian Energy Company ASA.

The company is a public limited company.

§ 2

Registered office

The registered office of the Company is in the municipality of Oslo

§ 3

The object of the Company

The object of the Company is direct and indirect ownership and participation in companies and enterprises within exploration, production, and sale related to oil and gas, and other activities related hereto

§ 4

Share Capital and Share Classes

The share capital is NOK 70 947 303.80 divided 7 094 730 ordinary shares each with a nominal value NOK 10.

§ 5

The Board of Directors

The Board of Directors shall have from 3 to 7 shareholders elected members in accordance with a decision by the General Meeting. The Chairman of the Board/Chair of the Meeting shall not have a casting vote.

Board members are elected to a two year period unless the general meeting decides upon a shorter term.

§ 6

Signature rights

Two members of the Board of Directors jointly, or the Chief Executive Officer and a member of the Board of Directors jointly shall have authority to sign for the Company.

§ 7

Nomination Committee

The Nomination Committee shall consist of three members. The term of office shall be two years unless the Annual General Meeting determines that the term shall be shorter.

The Nomination Committee shall prepare a motion for the Annual General Meeting relating to:

a) Election of members of the Board of Directors and the chairperson of the Board of Directors.

b) Election of the members of the Nomination Committee and the chairperson of the Committee.

c) The remuneration of the Directors and the members of the Nomination Committee.

d) Any amendments of the Nomination Committee’s Mandate and Charter.

Sections 6-7 and 6-8 of the Public Limited Companies Act apply correspondingly in relation to the members of the Nomination Committee.

§ 8

Chief Executive Officer

The Company shall have a Chief Executive Officer.

§ 9

Voting Rights

Shareowners who wish to take part in the General Meeting, must give notice to the Company by the date stated in the Calling Notice, which date must be at least two working days before the General Meeting.

§ 10

Annual General Meeting

The Annual General Meeting shall deal with the following:

1. Election of the Chairman of the Board

2. Approval to the Annual Accounts and Annual Report including distribution of dividend

3. Election of the members and the chairperson of the Nomination Committee and amendments of the Nomination Committee’s Mandate and Charter; and

4. Such other matters as, according to law, fall within the duties of the General Meeting.

The Annual General Meeting shall also deal with the statement from the Board of Directors relating to the determination of salary and other benefits to the leading employees according to Section 6-16 a of the Public Limited Companies Act. There shall be a consultative vote regarding the principles relating to determining the salary of the leading employees set by the Board of Directors. The principles regarding benefits according to Section 6-16 a first paragraph, third period, no 3, shall be approved by the General Meeting.

The calling notice for the General Meeting shall be sent at the latest 21 days before the date of the meeting. The General Meeting may, with the majority required to amend the Articles of Association and with effect until the next Annual General Meeting, decide that the calling notice for Extraordinary General Meetings shall be sent at least two weeks before the date of the meeting.

§ 11

Electronic participation in general meetings

The Board of Directors may decide that the shareholders shall be able to participate in the General Meeting by use of electronic aid, including that they may exercise their rights as shareholders electronically.

The Board of Directors may only decide to allow electronic participation according to the previous subsection if it ensures adequate holding of the General Meeting and that systems are in place which ensure that the law’s requirements regarding General Meetings are fulfilled. The systems must ensure that participation and voting can be controlled adequately, and an adequate method for authenticating the sender must be used.

§ 12

Distribution of documents to the shareholders

When documents which concern matters that are to be dealt with in the general meeting have been made accessible for the shareholders on the Company’s web-pages, the law’s requirement that the documents shall be sent to the shareholders does not apply. This also applies to documents which according to law shall be included in or enclosed to the calling notice for the general meeting. A shareholder can however demand that documents which concern matters that are to be dealt with in the general meeting are sent to him. The Company cannot claim any compensation for sending the documents to the shareholders.

The calling notice for the general meeting shall inform of the address of the web-page and other information that the shareholders need to gain access to the documents on the Company’s web-pages, in addition to information of where the shareholders can inquire to have the documents sent to them.

§ 12

Place of general meeting

General meetings in the Company can be held in Oslo.