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Articles of Association

The Articles of Association is a document that contains the purpose of the company as well as the duties and responsibilities of its members defined and recorded clearly.

Last amended on 19 February 2019

Article 1

The name of the Company is Norwegian Air Shuttle ASA. The Company is a public limited liability 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 be take place through co-operation agreements, ownership interests or by any other means.

Article 4

The Company's share capital is NOK 13,630,837.70 divided into 136,308,377 shares, each with a nominal value of NOK 0.10.

Article 5

The Company's board of directors (the "Board of Directors") shall consist of six to eight members as determined by the decision of the Company's general meeting (the "General Meeting").

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 of Directors may delegate the power of signing.

Article 7

The Company shall hold its annual General Meeting (the "Annual General Meeting") each year before the end of the month of June. At least three weeks written notice must be given to call the Annual General Meeting. The notice calling the meeting shall include the agenda for the meeting. Shareholders wishing to attend the Annual General Meeting 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 meeting. The Chairman of the Board of Directors shall be the chairman of Annual General Meeting. The Annual General Meeting will consider and decide upon:

  1. Approval of the Annual Report and Accounts, including any dividend,
  2. Election of the Board of Directors; and
  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 General Meeting may be held in the municipality of Oslo.

Article 8

The Company shall have an election committee. The committee's duty is to issue a recommendation to the Annual General Meeting (and other General Meetings as the case may be) regarding the election of shareholder-elected members and deputy members of the Board of Directors. The committee consists of four members who shall be shareholders or representatives of shareholders.

The chair of the Board of Directors is a permanent member of the committee, while the three other members are elected by the General Meeting. Committee members are elected for two years at a time.

Article 9

The entire Board of Directors will serve as the Company's audit committee.

Article 10

When documents concerning matters to be considered at the General Meeting are made available to shareholders on the Company's website, the statutory requirement that the documents should be sent to the shareholders is considered fulfilled. A shareholder may nevertheless request that documents concerning matters that will be considered and decided upon at the General Meeting are sent to him or her.

Article 11

Shareholders have the right to attend and vote at the General Meeting when the stock acquired is recorded in the shareholder register no later than the fifth business day before the meeting (record date).

Article 12

If there are circumstances that in the Board of Directors' opinion may cause the Company's or any of its subsidiaries' authorisations to carry out air traffic operations to be annulled or temporary revoked on the grounds of violation of provisions in bilateral civil aviation agreements or violation of statutory rules requiring the Company and/or its subsidiaries to be owned and controlled by shareholders who are EEA nationals, the Board of Directors shall effectuate one or more of the following actions:

  1. The Board of Directors may request that shareholders not being domiciled within EEA to either sell shares or see to that such shares are owned and controlled by persons and/or companies domiciled within the EEA.
  2. The Board of Directors may compel shareholders that (i) are non-EEA nationals and (ii) have acquired shares in the Company and (iii) by such acquisition cause the Company to violate provisions as mentioned in this Clause 12 first paragraph, within a time-limit as further determined by the Board of Directors to sell shares in a portion sufficient to so as to ensure that the Company no longer violates the above mentioned provisions regarding ownership and control. The permitted time to sell shares shall preferably not be shorter than 14 days as from notification has been given to the shareholder. Sale shall be performed to such extent that, in the Board of Directors' opinion, circumstances as mentioned in Clause 12 first paragraph do no longer exist.
  3. An order to sell shares pursuant to this sub-clause (ii) shall preferably be done in reverse chronological order so that shareholders that acquired their shares last shall sell their shares first. When determining the time for acquisition, the date for entry in the VPS (the Norwegian Central Securities Depository) shall be used as basis.
  4. Subject to the Company being entitled to acquire treasury shares in accordance with the Norwegian public limited liability companies act (as amended from time to time), the Board of Directors may decide that the Company shall acquire treasury shares in the Company from shareholders that (i) are non-EEA nationals and (ii) have acquired shares in the Company and (iii) by such acquisition conduce or cause the Company to violate provisions as mentioned in this Clause 12 first paragraph. Shareholders as mentioned in the preceding sentence are obliged to make such sale. The Company's acquisition of treasury shares pursuant to this sub-clause (iii) shall be performed in such extent that, in the Board of Directors' opinion, circumstances as mentioned in Clause 12 first paragraph do not longer exist.
  5. Acquisition pursuant to this Sub-clause (iii) shall preferably be done in reverse chronological order so that shares that were acquired last shall be acquired by the Company first. When determining the time for acquisition, the date of entry in the VPS (the Norwegian Central Securities Depository) shall be used as basis.

    The price to be applied for the Company's acquisition pursuant to this sub-clause (iii) shall be fixed to the closing price at the Oslo Stock Exchange as per the day prior to the acquisition is taking place, deducted by 25 %.

The assessment as to whether a shareholder is an EEA national shall be based on the at any time prevailing guidelines applied by the Civil Aviation Authority.

Article 13

If there are circumstances that in the Board of Directors' opinion may cause the Company's or any of its subsidiaries' authorizations to carry out air traffic operations to be annulled or temporary revoked on the grounds of violation of provisions in bilateral civil aviation agreements or violation of statutory rules requiring the Company and/or its subsidiaries to be owned and controlled by shareholders who are EEA nationals, the Board of Directors may, in addition to the actions pursuant to Clause 12, decide that shares that are owned by shareholders that (i) are non EEA nationals and (ii) have acquired shares in the Company and (iii) by such acquisition cause the Company to violate provisions as mentioned in this Clause 12 first paragraph, shall be redeemed by reduction of the share capital of the Company, cf. the Norwegian public limited liability companies act, section 12-7.

Redemption shall preferably be done in reverse chronological order so that shares that were acquired last shall be redeemed first. When determining the time for acquisition, the date for entry in the VPS (the Norwegian Central Securities Depository) shall be used.

The redemption price shall be fixed to the closing price at the Oslo Stock Exchange as per the day prior to the redemption is taking place, deducted by 25 %.

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