The articles of association of Statkraft AS

as per 16 December 2010

§ 1 The name of the Company is Statkraft AS.

§ 2 The objectives of the Company are, alone or in participation or co-operation with other companies, to plan, design, construct and operate energy installations; carry out physical and financial energy trading and carry on activities which are naturally associated with such operations.

§ 3 The Company’s registered office is in Oslo.

§ 4 The share capital of the Company is NOK 30,000,000,000, consisting of 200,000,000 shares each with a par value of NOK 150. Statkraft SF shall be sole owner of the Company’s shares.

§ 5 In accordance with resolutions of the Shareholders’ Meeting, the Board of Directors of the Company shall consist of from seven to nine members, and as the case may be, deputies. The authority to sign on behalf of the company is held jointly by the the Chairman of the Board and one board member.

Two or three members, and as the case may be, deputies, shall be elected by and among the employees of the Company according to the rules set out in Sections 6-4 and 6-5 of the Limited Companies Act and its associated regulations.

§ 6 An Ordinary General Meeting shall be held by the end of June each year. The following business shall be handled at the Ordinary General Meeting:

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

b) Other business which pertains to the General Meeting according to law or the articles of association.

§ 7 The Ordinary General Meeting shall be convened with two weeks’ notice. Extraordinary General Meetings may be convened with one week’s notice.

§ 8 In connection with the Company’s industrial power supply contracts and agreements regarding anticipated reversions entered into through political resolutions, the Company has a special obligation to inform the Ministry of Petroleum and Energy:

  • If the Company, by means of renegotiation or exercising of its commercial responsibility, effects changes which have significant negative consequences for employment in the community in which the energy is intended to be used, notification of those changes must be made in writing to the Ministry before they are implemented with binding effect for the Company.
  • Upon the written enquiry of the Ministry, the Company is at all times obliged to provide information in writing to the Ministry regarding the affected industry’s power supply contracts, power consumption, etc.

§ 9 The Company shall not mortgage or otherwise use as security any of its assets. This shall however not prevent the Company from

  • maintaining and furnishing new security in accordance with agreements enabling county administrations and energy companies to use individual power stations as security for the financing of their acquisition of rights in the power stations in question;
  • furnishing security to banks and other finance institutions in connection with everyday banking transactions, including trading and financial instruments and securities;
  • furnishing customary security as an element in the everyday operation of the company, including buying and selling on organized marketplaces, etc.