Articles of Association

June 4th, 2021

§ 1

The company’s name is Solstad Offshore ASA. The company is a public limited company.

§ 2

The company’s business address is in Skudeneshavn in Karmøy municipality. The company’s Annual General Meeting may also be held in Haugesund or in Oslo, as determined by the decision of the Board of Directors. 

§ 3

The company’s purpose is to conduct shipping business and any other associated business, including the ownership of shares and stakes in companies which conduct corresponding or similar business.

§ 4

The company’s share capital is NOK 75,046,435 divided into 75,046,435 shares, each with a nominal value of NOK 1.

The company’s shares are to be registered in the Norwegian Registry of Securities.

§ 5

The company’s Board of Directors shall consist of 3 to 7 members.

The Chairman of the Board of Directors and the Deputy Chairman of the Board of Directors severally, or two members of the Board of Directors jointly, have signatory rights on behalf of the company.

§ 6

The company shall have an Election Committee consisting of 2-3 members according to the General Meetings decision. The Election Committee shall propose candidates for the Board of  Directors and for the Election Committee itself, as well as propose remuneration of the members of the Board of Directors and of the Election Committee. The General Meeting elects the members of the Election Committee, including its Chairman, and determines their remuneration. The General Meeting may issue guidelines for the Election Committee’s work.

§ 7

The right to attend and vote at the General Meeting may only be exercised if the acquisition of the relevant share(s) has/have been entered into the shareholder register on the fifth workday prior to the General Meeting (the registration date).

The right to attend and vote at the General Meeting may only be exercised by shareholders that have notified the company that they will attend at least two workdays prior to the General Meeting in such a manner as stated in the notice.

§ 8

The Annual General Meeting shall address and determine the following matters:

  1. Adoption of the income statement and balance, including the utilization of profits or the coverage of losses.
  2. Adoption of the consolidated financial statement.
  3. Other matters which fall under the General Meeting pursuant to the law or the company’s Articles of Association

Documents pertaining to matters to be addressed at the General Meeting, including documents which by law are to be included or enclosed in the notification, may, instead of being dispatched by post or otherwise, be made available on the company’s website. A shareholder may, however, demand that documents pertaining to matters to be considered at the General Meeting be sent to him.

§ 9

In all other respects, reference is made to the share legislation in force at any given time.

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