Articles of association
Last altered in the company’s Annual General Meeting 26 May 2010
The name of the company is Fred. Olsen Energy ASA and it is a public limited company.
The registered office of the company is in Oslo.
The objects of the company are to engage in shipping activities, including the ownership and hiring out of mobile platforms and everything thereto connected, as well as owning shares in companies engaged in similar or related activities.
The share capital of the company is NOK 1,333,884,580.00 divided into 66,694,229 registered shares at NOK 20.00. The company shares are to be registered at the Norwegian Central Securities Depository (VPS).
The company is led by a board of directors consisting of three to seven members as resolved by the annual general meeting. The chairman of the board or two board members jointly, are authorized to sign for the company.
Any and all transfers of shares in Fred. Olsen Energy ASA have to be approved by the board. Approval can only be denied if the composition of shareholders as a consequence of the share transfer would no longer be in accordance with the current Norwegian maritime law in force or other relevant legislation.
The notice of the company’s annual general meeting must be sent in writing to all shareholders with a known address. When documents concerning items to be discussed at the annual general meeting have been made available to shareholders on the company’s internet pages, the requirement of the Act on public limited companies that documents should be sent to shareholders, does not apply. This is also the case for documents which according to law 2 should be included in or attached to the notice of the annual general meeting. A shareholder may nevertheless demand that documents concerning items to be discussed at the annual general meeting are sent to him. The company may in the notice indicate a final date for registration, which should not be later than five (5) days before the annual general meeting. The board can decide that shareholders may vote in writing, hereunder by use of electronic information, during a period preceding the annual general meeting. For such voting, an adequate and safe method to authenticate the sender must be used. The annual general meeting is presided over by the chairman of the board or a person designated by him.
At the annual general meeting, which shall take place every year before the end of the month of June, the following items are to be considered:
a) Examination of the directors’ report, as well as the board’s proposal for the profit and loss account and balance sheet. In this connection, the auditors’ report will also be considered.
b) Adoption of the profit and loss account and balance sheet.
c) Adoption of the group accounts.
d) Allocation of the profit for the year or covering the loss in accordance with the balance sheet adopted, hereunder the distribution of a dividend.
e) Determination of the remuneration of the board of directors and the auditor.
f) Election of the board of directors, when directors are up for election.
g) Other items mentioned in the notice of meeting, which according to law or articles of association fall under the annual general meeting.