This is not an official translation. In case of discrepancy between the Norwegian original text and the English language translation, the Norwegian text shall prevail.
(Revised September 30th, 2016)
1. NAME OF THE COMPANY
The Company’s name is Aker BP ASA. The Company is a public limited company.
2. REGISTERED ADDRESS
The Company’s registered address is in the municipality of Bærum.
3. COMPANY OBJECTIVE
The Company’s objective is to carry out exploration for, and recovery of, petroleum and activities related thereto, and, by subscribing for shares or by other means, to participate in corresponding businesses or other business, alone or in cooperation with other enterprises and interests.
4. THE COMPANY’S SHARE CAPITAL
The Company’s share capital is NOK 337 737 071 fully-paid up and divided between 337 737 071 shares, each with a nominal value of NOK 1. The Company’s shares shall be registered in the Norwegian Central Securities Depository.
5. THE BOARD OF DIRECTORS
The Company’s Board of Directors shall consist of between five and ten members which are to be elected for a period of up to two years
The Chairman of the Board of Directors and one board member jointly are authorised to sign on behalf of the Company. The Board of Directors can grant powers of procuration.
7. GENERAL MEETING
The Annual General Meeting shall be held each year within a period of 6 months from the end of the financial year. During the period of notice of the General Meeting, the documents shall be available at the Company’s office for the shareholders’ inspection.
The right to attend and vote at the General Meeting can only be exercised when the acquisition is introduced in the shareholder register no later than the fifth business day prior to the General Meeting (registration date).
When documents pertaining to business to be dealt with by the General Meeting are made available to shareholders at the Company’s website, the requirement of the documents to be sent to the shareholders shall not apply. This also applies to documents that by law shall be included in or attached to the notice of the Annual General Meeting.
The Board of Directors may decide that it shall be possible for shareholders to cast their votes in writing, including by means of electronic communication, in a given period prior to the general meeting. Satisfactory methods shall be used in order to authenticate the sender.
8. NOMINATION COMMITTEE
The Company shall have a Nomination Committee consisting of 3 members elected by the General Meeting. The majority of the members of the Nomination Committee shall be independent of the Board of Directors and the general management.
The Nomination Committee shall recommend candidates to the Board of Directors, the Corporate Assembly and the Nomination Committee, and remuneration of the Board of Directors, the Corporate Assembly and members of the Nomination Committee. The Nomination Committee’s recommendations shall be well-grounded.
Members of the Nomination Committee are elected for a term of two years at a time.
9. CORPORATE ASSEMBLY
The Company shall have a Corporate Assembly. The Corporate Assembly shall have 12 members and up to eight deputies. Eight of the members and up to four of the deputies for these shall be elected by the General Meeting. Four of the members and deputies for these are elected by and among the employees in accordance with regulations issued in or pursuant to the Public Limited Liabilities Act. The Corporate Assembly elects a chair and a deputy chair among its members.