Articles of Association

March 9th, 2022

§ 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 business objective is shipping activities and any other associated business, including the ownership of shares and stakes in companies engaged in corresponding or related business activities.

§ 4

The company’s share capital is NOK 77,308,609 divided into 77,308,609 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 to 3 members as decided by the General Meeting. The Election Committee shall propose candidates for the Board of Directors and for the Election Committee itself and 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. Determination of the profit and loss accounts and the balance, including disposal of profits or coverage of losses.
  2. Determination of consolidated financial statements.
  3. Other matters that by law or the company’s Articles of Association are to be addressed by the General Meeting.

Documents pertaining to matters to be addressed at the General Meeting, including documents which by law are to Documents pertaining to matters to be addressed at the General Meeting, including documents that by law are to be included or enclosed in the summons to the General Meeting, may, instead of being dispatched by post or otherwise, be made available on the Company’s website. A shareholder may nevertheless request to receive documents pertaining to matters to be addressed at the General Meeting in the regular manner.

§ 9

In all other respects, reference is made to the corporate legislation applicable at all times.

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