Articles of Association for Telenor ASA

Amended 14 May 2014

§ 1

The name of the company is Telenor ASA. The company is a public limited company.

§ 2

The Company’s registered office is in the municipality of Bærum.

§ 3

The object of the company is to engage in telecommunications and other related activities. These activities may be conducted by the company itself, by subsidiaries or through participation in other companies or in cooperation with others.

§ 4

The company’s share capital is NOK 9,008,748,180 divided into 1,501,458,030 shares, each with a par value of NOK 6.

§ 5

The Board of Directors shall consist of a minimum of five and a maximum of thirteen members.

§ 6

The Board Chairman or the Deputy Chairman jointly with another board member have the right to sign for the company.

§ 7

The Company shall have a Corporate Assembly consisting of 15 members. The members and alternates shall be elected for a term of two years. Ten members and three alternates for these members shall be elected by the General Meeting. Five members and two observers, with alternates, shall be elected by and from among the employees pursuant to the rules in the regulations relating to the provisions of the Norwegian Public Limited Companies Act concerning the employees’ right to representation on the board of directors, corporate assembly, etc. of public limited companies.

§ 8

The Company’s Annual General Meeting shall be chaired by the chairman of the Corporate Assembly.

The Annual General Meeting shall be held once a year before the end of June. Shareholders who wish to attend the General Meeting must give notice to the company no later than three days prior to the General Meeting in accordance with the Board of Directors’ detailed instructions.

The Annual General Meeting shall deal with the following matters:

  1. Approval of the annual report and accounts, including distribution of dividends.
  2. Any other matters that shall be dealt with by the General Meeting by law or pursuant to the Articles of Association.

The Company’s General Meetings may be held in Oslo.

Documents relating to items to be considered at the general meeting, including documents that according to law shall be included in the summons or attached to the summons, is not required to be sent to the shareholders if the documents are available at the Company’s website. A shareholder may request that such documents are sent to him/her.

The shareholders shall be able to cast their votes in writing, including by electronic means, in a period preceding the General Meeting. The Board of Directors may provide guidelines for such voting. The summons shall include the guidelines adopted by the Board of Directors.

§ 9

The Company shall have a Nomination Committee. The tasks of the Nomination Committee are to make recommendations to:

  • the General Meeting regarding the election of shareholder-elected members and alternates to the Corporate Assembly and remuneration for the members of the Corporate Assembly;
  • the General Meeting for the election and remuneration of members of the Nomination Committee;
  • the Corporate Assembly regarding the election of shareholder-elected members and alternates to the Board of Directors, and remuneration of the Board of Directors; and
  • the Corporate Assembly for the election of chairman and deputy chairman of the Corporate Assembly.

The Nomination Committee consists of four members that shall be shareholders or representatives of shareholders and that shall be independent from the Board of Directors and the Company’s management. The members shall be elected by the General Meeting, however so that the chairman of the Corporate Assembly shall be elected as the chairman of the Nomination Committee. Of the other three members, one member shall be a shareholder elected member or alternate of the Corporate Assembly.

The members of the Nomination Committee are elected for a term of two years. The General Meeting may adopt instructions for the Nomination Committee.