Articles of Association

(latest amendments approved on 2 April 2009)

 

§ 1

The Company is a public limited company. The name of the Company is Aker Solutions ASA.

§ 2

The registered address is in the county of Bærum

§ 3

The objectives of the Company are to own or carry out industrial- and other associated businesses, management of capital and other functions for the Group, and to participate in or acquire other businesses.

§ 4

The Company’s share capital is NOK 548,000,000 divided into 274,000,000 shares, each having a par value of NOK 2. The Company’s shares shall be registered with the Norwegian Securities Register (Verdipapirsentralen).

§ 5

The Board of Directors shall consist of 6-10 members of whom 1/3 shall be elected by and among the employees of the companies within the Aker Solutions Group. Up to 3 shareholder elected deputy members may be elected annually. 

§ 6

The Company shall have an election committee consisting of minimum 3 members to be elected by the General Meeting. The election committee shall prepare the election of board members. The General Meeting may adopt instruction for the election committee’s tasks.

§ 7

The Chairman alone, or two Directors jointly of whom at least one shall have been elected by the shareholders, shall have the right to sign on behalf of the Company. 

§ 8

The Company shall not have more than one Managing Director.

§ 9

Notice of the General Meeting shall be made by written notification to all shareholders with a known address giving at least two (2) weeks notice. The Company may set a deadline in the notice for registration to the General Meeting, which shall not fall earlier than five (5) days prior to the General Meeting. The Chairman of the Board or his appointee shall preside at the General Meeting. The Annual General Meeting shall consider, and decide on, the following issues:

a) Approval of the annual accounts and the annual report, including distribution of dividend.

b) Other matters which, by law or under the Articles of Association, are the businesses of the General Meeting.

 

The General Meeting may be held in Oslo.