Articles of Association

NORWEGIAN AIR SHUTTLE ASA

Article 1
The name of the Company is Norwegian Air Shuttle ASA. The Company is a public limited company.

Article 2
The Company's registered office is in Bærum.


Article 3
The Company’s objective is to be engaged in aviation, other transport and travel related business activities as well as activities connected therewith. The Company may also directly or indirectly be engaged in other forms of internet-based provision of goods and services, including car-rental, hotel booking, payment services, financial services and services related to credit cards. Participation in such activities as mentioned may take place through co-operation agreements, ownership interests or by any other means.


Article 4
The Company's share capital is NOK 3,516,213.9 divided into 35,162,139 shares each of nominal value NOK 0.10.


Article 5
The Company's Board of Directors shall consist of six to eight members as determined by the decision of the General Assembly.


Article 6
Power of signing for the Company is vested in the Chairman alone or any two members of the Board of Directors signing jointly. The Board may delegate the power of signing.


Article 7
The Company shall hold its Annual General Assembly each year before the end of the month of June. At least three weeks written notice must be given to call the Annual General Assembly. The notice calling the Assembly shall include the agenda for the Assembly. Shareholders wishing to attend the Annual General Assembly must, in the manner directed by the Board, give notice of this to the Company no later than three days before the date of the Assembly. The Chairman of the Company's Board of Directors shall be the Chairman of Annual General Assembly. The Annual General Assembly will consider and decide upon: 

1. Approval of the Annual Report and Accounts, including any dividend,
2. Election of the Board of Directors,
3. All such other matters as are dealt with by a general meeting by the operation of law or pursuant to these Articles of Association.

The Company's General Assemblies can be held in the City of Oslo.

Article 8
The Company shall have an Election Committee. The duty of the Election Committee is to make recommendations to the General Assembly on nominations for candidates to be elected by the shareholders as Members and Deputy Members of the Board. The Election Committee shall consist of four members, and its members shall be shareholders or representatives of shareholders. The Chairman of the Board of Directors shall be a permanent member and Chairman of the Election Committee, and the three other members shall be elected by the General Assembly. Elected members of the Election Committee shall be elected for a two-year period.


Article 9
The Board of Directors shall function as the Company’s Audit Committee.


Article 10
When documents pertaining to business to be dealt with by the General Meeting are made available to shareholders on the Company website, the requirement of the Act for the documents to be sent to the shareholders shall not apply. Nevertheless, a shareholder may request to have documents sent to him that pertain to business to be dealt with by the General Meeting


Article 11
Shareholders are entitled to attend and vote at the General Meeting only when their acquisition of shares has been entered in the register of shareholders by no later than the fifth business day prior to the General Meeting (the record date).

 

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