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Articles of Association

The Articles of Association is a document that contains the purpose of the company as well as the duties and responsibilities
of its members defined and recorded clearly.

Last amended on 21 March 2024

Article 1

The name of the Company is Norwegian Air Shuttle ASA. The Company is a public limited liability company.

Article 2

The Company's registered office is in Bærum.

Article 3

The Company’s objective is to be engaged in aviation, other transport and travel related business activities as well as activities connected therewith.

The Company may also directly or indirectly be engaged in other forms of internet-based provision of goods and services, including car-rental, hotel booking, payment services, financial services and services related to credit cards.

Participation in such activities as mentioned may be take place through co-operation agreements, ownership interests or by any other means.

Article 4

The Company’s share capital is NOK 96,388,046.20 divided into 963,880,462 shares, each with a nominal value of NOK 0.1.

The shares are registered in Euronext Securities Oslo.

Article 5

The Company's board of directors (the "Board of Directors") shall consist of five to twelve members as determined by the decision of the Company's general meeting (the "General Meeting").

Article 6

Power of signing for the Company is vested in the Chairman alone or any two members of the Board of Directors signing jointly. The Board of Directors may delegate the power of signing.

Article 7

The Company shall hold its annual General Meeting (the "Annual General Meeting") each year before the end of the month of June. At least three weeks written notice must be given to call the Annual General Meeting. The notice calling the meeting shall include the agenda for the meeting.

The Annual General Meeting will consider and decide upon:

  1. Approval of the Annual Report and Accounts, including any dividend,
  2. Election of the Board of Directors; and
  3. All such other matters as are dealt with by a general meeting by the operation of law or pursuant to these Articles of Association.

The General Meeting may be held in the municipality of Oslo.

The Board may decide that the shareholders may cast their vote in writing, including electronically, during a period prior to the General Meeting. For such voting an adequate method for authenticating the sender shall be applied.

Article 8

The Company shall have a nomination committee. The committee's duties are to issue a recommendation to the Annual General Meeting (and other general meetings as the case may be) regarding the election of shareholder-elected members and deputy members of the Board. The committee consists of minimum three members who shall be shareholders or representatives of shareholders.

The members of the nomination committee are elected by the general meeting, and for two years at a time.

Article 9

When documents concerning matters to be considered at the General Meeting are made available to shareholders on the Company's website, the statutory requirement that the documents should be sent to the shareholders is considered fulfilled. A shareholder may nevertheless request that documents concerning matters that will be considered and decided upon at the General Meeting are sent to him or her.

Article 10

If there are circumstances that in the Board of Directors' opinion may cause the Company's or any of its subsidiaries' authorisations to carry out air traffic operations to be annulled or temporary revoked on the grounds of violation of provisions in bilateral civil aviation agreements or violation of statutory rules requiring the Company and/or its subsidiaries to be owned and controlled by shareholders who are EEA nationals, the Board of Directors shall effectuate one or more of the following actions:

  1. The Board of Directors may request that shareholders not being domiciled within EEA to either sell shares or see to that such shares are owned and controlled by persons and/or companies domiciled within the EEA.
  2. The Board of Directors may compel shareholders that (i) are non-EEA nationals and (ii) have acquired shares in the Company and (iii) by such acquisition cause the Company to violate provisions as mentioned in this Article 10 first paragraph, within a time-limit as further determined by the Board of Directors to sell shares in a portion sufficient to so as to ensure that the Company no longer violates the above-mentioned provisions regarding ownership and control. The permitted time to sell shares shall preferably not be shorter than 14 days as from notification has been given to the shareholder. Sale shall be performed to such extent that, in the Board of Directors' opinion, circumstances as mentioned in Article 10 first paragraph do no longer exist.
  3. Subject to the Company being entitled to acquire treasury shares in accordance with the Norwegian public limited liability companies act (as amended from time to time), the Board of Directors may decide that the Company shall acquire treasury shares in the Company from shareholders that (i) are non-EEA nationals and (ii) have acquired shares in the Company and (iii) by such acquisition conduce or cause the Company to violate provisions as mentioned in this Article 10 first paragraph. Shareholders as mentioned in the preceding sentence are obliged to make such sale. The Company's acquisition of treasury shares pursuant to this sub-clause (iii) shall be performed in such extent that, in the Board of Directors' opinion, circumstances as mentioned in Article 10 first paragraph do not longer exist.

    Acquisition pursuant to this sub-clause (3) shall preferably be done in reverse chronological order so that shares that were acquired last shall be acquired by the Company first. When determining the time for acquisition, the date of entry in the VPS (the Norwegian Central Securities Depository) shall be used as basis.

    The price to be applied for the Company's acquisition pursuant to this sub-clause (3) shall be fixed to the closing price at the Oslo Stock Exchange as per the day prior to the acquisition is taking place, deducted by 25 %

The assessment as to whether a shareholder is an EEA national shall be based on the at any time prevailing guidelines applied by the Civil Aviation Authority.

Article 11

If here are circumstances that in the Board of Directors' opinion may cause the Company's or any of its subsidiaries' authorizations to carry out air traffic operations to be annulled or temporary revoked on the grounds of violation of provisions in bilateral civil aviation agreements or violation of statutory rules requiring the Company and/or its subsidiaries to be owned and controlled by shareholders who are EEA nationals, the Board of Directors may, in addition to the actions pursuant to Article 10, decide that shares that are owned by shareholders that (i) are non-EEA nationals and (ii) have acquired shares in the Company and (iii) by such acquisition cause the Company to violate provisions as mentioned in Article 10 first paragraph, shall be redeemed by reduction of the share capital of the Company, cf. the Norwegian public limited liability companies act, section 12-7.

Redemption shall preferably be done in reverse chronological order so that shares that were acquired last shall be redeemed first. When determining the time for acquisition, the date for entry in the VPS (the Norwegian Central Securities Depository) shall be used.

The redemption price shall be fixed to the closing price at the Oslo Stock Exchange as per the day prior to the redemption is taking place, deducted by 25 %.