ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION FOR GRIEG SEAFOOD ASA as of 18 December 2009

§1
The company is a public limited company. The name of the company is Grieg Seafood ASA.

§ 2
The registered office is in the municipality of Bergen.

§ 3
The object of the company is to engage in the production and sale of seafood and in naturally related activities, including investment in companies engaged in the production and sale of seafood and in other naturally related activities.

§ 4
The share capital is NOK 446,648,000 divided into 111,662,000 shares of NOK 4, fully paid-up and registered by name.

§ 5
The company’s shares may be traded freely.

The company’s shares shall be registered in a register of securities.

§ 6
The company is headed by a Board of Directors comprising up to seven members elected by the General Meeting.

The chairman of the Board is elected separately by the General Meeting. In the event of a tied Board vote, the chairman has the casting vote. The managing director is appointed by the Board and has both a right and a duty to attend Board meetings. The managing director is only entitled to vote on Board decisions if he is elected as a member of the Board.

Board members have a period service of two years. Board members may be re-elected.

The company is committed by the joint signatures of two Board members and by the joint signature of the managing director and one Board member. The Board may confer power of procuration.

§ 7
General meetings of the company are convened by the Board of Directors with at least 21 days’ written notice.

When documents pertaining to matters for consideration by the general meeting are accessible to the shareholders on the company’s internet site, the legal requirement that the documents be sent to the shareholders along with the Notice of Meeting no longer applies.

The following matters shall be considered and decided by the Annual General Meeting:

  1. Adoption of the profit and loss account and the balance sheet for the year.
  2. Application of the profit for the year or coverage of the loss for the year in accordance with the adopted balance sheet, and the payment of dividends.
  3. Election of the Board of Directors and the auditor.
  4. Other matters which by law or under these Articles of Association pertain to the General Meeting.

§ 8
The company shall have a Nomination Committee comprising three members elected by the General Meeting for a period of two years. The General Meeting elects the chairman of the Nomination Committee and issues instructions for the Nomination Committee. The remuneration of the Nomination Committee is determined by the General Meeting.

The Nomination Committee submits a recommendation to the General Meeting concerning the composition of the Board in respect of members elected by the shareholders and concerning remuneration to the Board members.