The Name of the Company
The name of the Company is Norwegian Energy Company ASA.
The Company is a public limited company.
The Company has its registered office in the municipality of Stavanger.
The Object of the Company
The business of the Company is direct and indirect ownership and participation in other companies and enterprises within exploration, production and sale related to oil and gas activities, and other activities related thereto.
Share Capital and Share Classes
The Company’s share capital is NOK 1,103,891,694.50 divided between 356,094,095 shares, each with a face value of NOK 3.10.
The shares shall be registered in the securities register (“verdipapirregisteret”).
No restrictions apply to the transfer of shares.
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.
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.
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.
Chief Executive Officer
The Company shall have a Chief Executive Officer.
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.
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
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.
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.
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