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§ 1

The company's enterprise name is I.M. Skaugen SE. The company is a European Company (societas europea) subject to the law on European Companies dated 1 April 2005 No 14.

 

§ 2

The company's registered office is in Oslo.

 

§ 3

The object of the company is shipping and other activities, hereunder participation in other companies and activities as shareholder or in other ways.

 

§ 4

The company's registered share capital is NOK 406 327 890 divided into 27 088 526 ordinary shares of NOK 15.00 fully paid.

The company's shares shall be registered in the Norwegian Central Register of Securities. Dividends will be paid to the shareholders registered as shareholders at the day the resolution to distribute dividends were adopted, unless the Shareholders' Meeting decide otherwise in the resolution on dividends.

 

§ 5

The company’s management is organized according to a one tier system, and the company shall have a Board of Directors. The Board consists of from 3 to 7 persons, plus one or more deputies as decided by the General Meeting. The Board members shall serve for two years. The Board elects its own Chairman and possibly a vice-chairman. The managing director and a board member together, or two Board members together, may sign on behalf of the company. The Board may grant power of procuration. The company may have one or more managing directors. If the company has several managing directors, they shall not function as a collective organ.

 

The Company shall have an Audit Committee which shall consist of the company's Board of Directors. A leading employee who is also a member of the board shall not be considered a member of the Audit Committee.

 

§ 6

The Ordinary Shareholders' Meeting shall be held each year within the end of April. The annual report of the Board of Directors shall be presented in The Ordinary Shareholders' Meeting, and the following matters shall be considered:

a) Approval of the annual accounts, hereunder allocation of the annual profit or coverage of the annual loss and distribution of dividends; and

b) Approval of the Consolidated Accounts; and

c) Other matters that must be considered by the Shareholders' Meeting pursuant to law or the Articles of Association.

An Extraordinary General Meeting to be held when the Board deems it necessary, and when required in writing by the auditor or by shareholders representing at least 1 / 20 of the share capital, for treatment of specified matters. The General Meeting is called by the Board in accordance with all applicable rules. Shareholders who wish to participate in the General Meeting must register with the company stating how many shares they represent within the time limit specified in the notice.

When the documents concerning matters to be dealt with at the general meeting are made available to shareholders at the company's website, it is not required to follow the Act's requirement that the documents should be sent to the shareholders. This also applies to documents which under the Act shall be included in or attached to the notice of the general meeting. A shareholder may still request to receive documents concerning matters to be dealt with at the meeting."

§ 7

Otherwise, the Norwegian applicable law relevant to SE companies shall be applied.