BDYA Bergesen 'a'

RNS Number:5778A
Bergesen d.y. ASA
30 August 2002


                            ARTICLES OF ASSOCIATION 
                                      for 
                               BERGESEN D.Y. ASA 

             lastly amended by Annual General Meeting 24 April 2002.

Article 1 

The Company is a public limited company. Its name is Bergesen d.y. ASA.


Article 2 

The Company's registered office is in Oslo.


Article 3

The objective of the Company is to engage in shipping and related activities 
including offshore operations and participation in other business as shareholder 
or otherwise.


Article 4

The Company's share capital is NOK 149,055,140 divided into 59,622,056 shares,
each of NOK 2.50 par value, consisting of 42,174,200 A-shares, totalling NOK
105,435,500 and 17,447,856 B-shares, totalling NOK 43,619,640.

A-shares each carry one vote at General Meetings, B-shares are non-voting shares. 
Otherwise A- and B-shares represent entirely equal rights.


Article 5

The Company's affairs are directed by a Board of Directors which is authorised
to conduct any transaction which does not pertain to the General Meeting
pursuant to these Articles or the provisions of The Norwegian Public Limited
Companies Act.

The Board of the Company consists of five to seven directors, to be elected by
the General Meeting. The General Meeting may decide to elect deputy directors,
who in that event shall be elected as personal deputies as decided by the
General Meeting. The General Meeting elects the Board Chairman and Vice
Chairman.

Directors retire at the first Annual General Meeting after attaining the age of
65 years. Power of signature for the Company is exercised by the Board Chairman,
the Vice Chairman or the Managing Director.

The Board may grant powers of procuration.
 

Article 6

Annual General Meetings shall be called by the Board at not less than two weeks'
notice to shareholders with address known to the Company. Special General
Meetings may be convened at two weeks' notice by the Board or if so requested by
shareholders representing at least one twentieth of the share capital, who at
the same time state the matter(s) they wish to have considered.

General Meetings are conducted by the Chairman of the Board.

The notice of the General Meeting may provide that shareholders who intend to
participate in the General Meeting must report this to the Company by a certain
date, which shall not be set earlier than five working days before the General
Meeting.


Article 7 

The shares in the Company shall be registered in the Norwegian Securities 
Service Centre.

Shareholders who are registered as such at the date on which the dividend is 
being declared are entitled to receive the dividend.


Article 8 

The Annual General Meeting deals with and decides the following matters:
1. approval of the annual accounts including distribution of dividend;
2. any other matters which pertain to the General Meeting by law or these 
   Articles.


True translation certified:


                                                   CERTIFICATE OF REGISTRATION 

THE BRONNOYSUND REGISTER CENTRE
                                          

Organization number:    910517 694             Public Limited Company

Date of incorporation:  1938-07-03             Transferred to the Register of
                                               Business Enterprises: 1988-08-15
 
Name:                 BERGESEN D.Y. ASA

Business address:     Drammensveien 106
                      0273 OSLO
Municipality:         0301 OSLO
Country:              Norway

Postal address:       P.O. Box 2800 Soli
                      0204 OSLO
 
Share capital NOK:    149,055,140.00 
The capital is fully paid-up

General manager/Managing director:
   Svein Erik Amundsen

Board of Directors:
Chairman of the Board:
   Morten Sigval Bergesen
   Christian Benneches v 4 B
   0286 OSLO

Deputy chairman:
   Petter Christian Gruner Sundt

Board member(s):
   Lars August Christensen 
   Johan Fredrik Odfjell 
   Christian Ringnes

Signature:
   The chairman of the board and the deputy chairman separately. The general 
   manager alone.

Power of procuration:
Power of procuration jointly:
   Leif Arthur Andersen
   Christian Garup Meidell
   Hans Ditlef Martens
   Jan Hakon Pettersen
   Lars Traaseth
   Jens Ismar

   Two jointly.

Auditor:
   Auditor number: 984 328 745            Certified auditing company
   ERNST & YOUNG AS 
   Drammensveien 165 
   0213 OSLO

BRONNOYSUNDREGISTRENE                     Foretaksregisteret, 2002-08-14
The Bronnoysund Register Centre           The Register of Business Enterprises
 
 
 

                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
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