ABL Group - Calgary

Articles of Association

Office Translation – For information purposes only

ABL Group ASA (as per 1 June 2022)

Article 1. Name

The name of the company is ABL Group ASA. The company is a public limited company.

Article 2. Registered Office

The Company’s registered office is located in Oslo.

Article 3. Purpose

The Company’s purpose is to offer services to the marine and offshore industry and related industries, on its own or through ownership in other companies.

Article 4. Share Capital

The Company’s share capital is NOK 9,692,258.30 divided into 96,922,583 shares each with a par value of NOK 0.10. The shares shall be registered with the Norwegian Central Securities Depository.

Article 5. Board of Directors

The Board of the Company shall be composed of 3-8 members.

The Board will be elected for two years at the time and the members of the Board may be reelected. If as a result of a Board vote there is an equality of votes, the Chairman of the Board shall have the casting vote.

Article 6. Election Committee

The Company shall have an Election Committee. The committee shall consist of up to three members. The members of the Committee shall be elected by the Company’s General Meeting, who also appoints the Committee’s Chairperson. Remuneration to the Election Committee members shall be determined by the General Meeting. The General Meeting shall also adopt the rules of procedure for the Committee’s work.

Article 7. Signature

The company’s signature is held jointly by two of the members of the Board. The Board may grant power of procuration.

Article 8. Ordinary Shareholders Meeting

The notice for the ordinary shareholders’ meeting is to be dispatched by the Board in accordance with current legislation.

The following items must be considered at the shareholders meeting:

1. Adoption of the profit and loss accounts and the balance sheet, including the declaration of dividend.
2. Stipulation of remuneration to the Board and approval of remuneration to the state-authorised accountant.
3. Election of the Chairman of the Board, members of the Board and state-authorised accountant
4. Other matters specified by statute for consideration by the shareholders meeting.

Article 9. Electronic distribution of annual accounts and other documents for shareholders’ meetings

Documents relating to matters which shall be considered at a general meeting need not be sent to the shareholders if the documents have been made available to the shareholders on the Company’s website. This also includes documents that according to law shall be incorporated into or be attached to the notice of the general meeting. A shareholder may require that documents that shall be considered at a general meeting are sent to the shareholder.

Article 10. Approval of advance voting at a shareholder meeting

The Board may decide that the shareholders may vote in writing, including by way of electronic communication, in a period before the general meeting. Voting in writing requires an adequately secure method to authenticate the sender.