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 21.05.2024)
§ 1 Name and business office
The name of the company is Golden Energy Offshore Services ASA. The Company's
registered office is in Ålesund municipality.
§ 2 Objective
The Objective of the Company is to operate as a shipping company with connected operation.
§ 3 Shares
The company’s share capital is NOK 520,675,952 divided into 65,084,494 shares, each
with a nominal value of NOK 8. The shares shall be registered in a securities register.
§ 4 Board of directors
The board of directors shall consist of three and five members. One or more deputy members can be elected. The Board members and deputy members are elected for up to two years at a time.
§ 5 Signatories
The chairman of the board acting alone or one board member and the Chief Executive Officer acting jointly are authorised to sign on behalf of the company.
§ 6 General Meeting
The Chairman of the Board or a person designated by him shall preside at the General Meeting. The Annual General Meeting shall discuss and decide on the following matters:
a) Approval of the annual accounts and the annual report, including distribution ofdividend, if any.
b) Other matters that pursuant to law or the Articles of Association fall under the authority of the general meeting.
When documents relating to matters to be considered at the General Meeting have been made available to shareholders on the Company's website, the statutory requirementthat the documents must be sent to the shareholders does not apply. This also appliesto documents that by law must be included in or attached to the notice of the General Meeting. Nevertheless, each shareholder is entitled to request that the documents concerning items to be discussed at the General Meeting be sent by mail.
The Board of Directors may decide that shareholders shall be able to cast their votes in writing, including by means of electronic communication, for a period prior to the General Meeting.
§ 7 Nomination Committee
The company shall have a nomination committee consisting of up to three members to be elected by the general meeting. The members shall be elected for a period of two years. The General Meeting determines the remuneration to the nomination committee.
The nomination committee propose candidates for members of the board and the nomination committee and remuneration to the members of these bodies.
The general meeting may decide on guidelines for the nomination committee.
The General Meeting is the supreme authority in Golden Energy Offshore Services ASA. It elects the company’s Board of Directors, approves the annual financial statements and dividends proposed by the Board. Changes to share capital, mergers, demergers and amendments to the articles of association is also matters that the General Meeting considers. Presentation and discussion of other issues of general interests to shareholders can be part of the General Meeting.
The Ordinary General Meeting must be held within six months after the end of each financial year. Notice and relevant documents will be published at least 21 days before a general meeting is held and on a General Meeting one share has one right to vote
The Board has the overall responsibility to manage the Company and monitor its performance and operations. The Board is working in accordance with established procedures and applicable legislation describing the responsibility and duties.
