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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 1.

§ 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 407 678 850,- divided into 27 178 590 ordinary shares of NOK 15,- 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 organised in accordance with the one-tier system, and the company shall have a Board of Directors.

The company's Board of Directors consists of 5 to 8 board members, in addition to one or more deputy members after the decision of the Shareholders' Meeting. The board elects its chairman and a deputy chairman can be appointed after the board's decision. The chairman alone or two board members jointly sign for the company. The Board of Directors can grant proxy.

The company can have one or more Managing Directors. I f the company has more than one Managing Director, they will not function as a body.

§ 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:

  1. Approval of the annual accounts, hereunder allocation of the annual profit or coverage of the annual loss and distribution of dividends; and
  2. Approval of the Consolidated Accounts; and
  3. Other matters that must be considered by the Shareholders' Meeting pursuant to law or the Articles of Association.

Extraordinary Shareholders' Meeting in order to discuss a specifically stated subject will be held whenever the Board of Directors finds it necessary, and if it is demanded in written form by the company's auditor, or of shareholders representing at least 1/20 of the share capital.

The Board of Directors convenes the Shareholders' Meeting. Call for the meeting shall be in writing to each shareholder two weeks prior to the Shareholders' Meeting is to be held. Shareholders who wish to attend the Shareholders' Meeting must notify the company hereof with an overview over the shares they represent within the limit stated in the notice convening the meeting.

§ 7

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