Articles of association

(Last amended on 10 September 2019)

§ 1 – Company Name

The name of the company is Oceanteam ASA. The company is a Public Limited Liability Company.

§ 2 – Registered office

The company’s registered office is located in the municipality of Bærum.

§ 3 – Company’s business

The objective of the company is sale, purchase, contracting, acquiring, lease and operation of vessels and equipment with associated services directly through wholly or partly owned subsidiaries. The company may sell assets, including shares in subsidiaries, and invest and participate in other companies.

§ 4 – Share capital

The share capital of the company is NOK 197,448,289.75 divided into 34,338,833 shares with a nominal value of NOK 5,75 each.

§ 5 – Board of directors

The board of directors of the company shall consist of 3 directors as from time to time resolved by the general meeting.

§ 6 – Signatory rights

The chairman of the board of directors and one director jointly may sign for and on behalf of the company.

The board of directors may grant power of procuration.

§ 7 – General Meeting

The ordinary general meeting shall deal with and decide upon the following matters:
Approval of the annual accounts and the annual report, including distribution of dividend.
Any other business to be transacted at the general meeting by law or in accordance with the Articles of Association.
The general meeting is summoned by the board of directors. Summons to be dispatched in writing to all shareholders with known address. Notice may be given by mail, facsimile or other electronic means (e-mail).

Documents regarding matters that shall be discussed at the general meeting, including documents where there is a statutory requirement to include or attach them to the notice of the general meeting, need not to be sent to the shareholder if the documents are available at the company’s internet website. A shareholder may nevertheless request to have sent documents regarding matters to be discussed at the general meeting.

§ 8 – Shareholders’ right to attend the general meeting

Shareholders wishing to attend the general meeting must notify the company within a certain time limit stated in the summons, which must not expire earlier than five days before the general meeting.
Shareholders failing to notify the company within the specified time limit may be denied access to the meeting.

Shareholders may only attend and vote at the general meeting provided that their ownership of shares has been registered in the shareholders' register at least five business days prior to the general meeting.

§ 9 – Transferability of the shares

Transfer of shares does not require the consent of the company, and the shareholders do not have preemption rights.