FORM NO. 2 ~ ~ BERMUDA THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES (Section 7(1) and (2)) MEMORANDUM OF ASSOCIATION OF SEADRILL A/S LTD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (hereinafter referred to as "the Company") I. The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them. 2. We, the undersigned, namely, NAME WILLIAM MILNER cox MICHAEL LLEWELLYN JONES DOUGLAS HARVEY PULLEN ADDRESS BERMUDIAN STATUS (Yes/No) ''Mayflower" Yes Mayflower Drive, Middle Road, Devonshire, Bermuda Limerston House, No Trinity Church Road, Bailey's Bay, Hamilton Parish, Bermuda ''Ridgemount'', No Harrington Hundreds, Smith's, Bermuda NATIONALITY British British British NUMBER OF SHARES SUBSCRIBED 1 1 1 do hr.reby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the ')rovisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such cails as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.

I I 3. The Company is to be an exempted/locaH Company as defined by the Companies Act 1981. 4. The Company has power to hold land situated in Bermuda not exceeding in all, including the following parcels- None 5. The Company pi<JjXJtiesx' does not propose* to carry on business in Bermuda save as permitted by Sections 129 and 129A of The Companies Act 1981 (''the Act"). 6. The authorised share capital of the Company is US$ 1 2 , 0 0 0 . 0 0 divided into shares of US $1. 00 each. The minimum subscribed share capital of the Company is US $12,000.00 7. The objects for which the Company is formed and incorporated are - 1. To carry on the business of a holding company in all its branches and to co-ordinate the policy and administration of any subsidiary company or companies or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled by the Company. 2. To construct, hire, purchase, lease or otherwise acquire and work ships, barges, hovercraft, hydrofoils, drilling rigs, both floating and jack up, submarines and other vessels or crafts of any kind or class intended to operate in over or under water. 3. The objects set out in paragraphs (b) to (n) and (p) to (t) inclusive of the Second Schedule to the Act. 4. To enter into any guarantee, contract of indemnity or suretyship 'and to assure support or secure with or without consideration or benefit the performance of any obligations of any person or persons and to guarantee the fidelity of individuals filling or about to fill situations of trust or confidence: PROVIDED that this shall not be construed as authorising the company to carry on the business of banking as defined in The Bank's Act 1969 or the business of wholesale banking or financial guarantee business or the business of promissory note operations. 8. The Company shall not have the power set out in paragraph 1 of .the First Schedule to the Act. *Delete as applicable.

Signed by each subscribe4i the presence of at least one witness attesting the signature thereof - I . I; ; ' ··.~ r ......... Ji.¥ . . . . : . .. ·······... .. . . . . .. . . . )p,:v\c. I \\:::\l_':: \:C:'. ......... . WI A MIL ER cox ! ! -A ' "- \ - I , ,, - __;, !\ l \.._ 'V--\ ___ I ~ \__'--'J ~ \__, "'--' ······~············t···································· ') ~ ' < .... )\S.\'.\~~.\L\\0..~~·~·--·····-- ~- J DOUGLAS HARVEY PULLEN ............................................................. (Subscribers) (Witnesses) SUBSCRIBED this 14th day of June 19 90

THE CDMPIINIU IICT 1981 (SECTION II (1)) Subject to ony proulslon of the low II compony limited by shores sholl without reference In Its memorondum houe the powers set out In the First Schedule unless any of such powers ore eHcluded by Its memorondum. FIRST SCHEDULE A compony llmlted by shores moy eHerclse oll or ony of the following powers subject to ony proulslon of the low or Its memorondum - t. to corry on ony other business copoble of being conuenlently corrled on In connection with Its business or likely to enhonce the ualue of or molelng profltoble ony of Its property or rights; 2. to ocqulre or undertolee the whole or ony port of the business, property ond llobllltles of ony person corrylng on ony business thot the compony Is outhorlzed to corry on; 3. to opply for register, purchose, leose, ocqulre, hold, use, control, licence, sell, osslgn or dispose of potents, potent rights, copyrights, trode morles, formuloe, licences, lnuentlons, processes, dlstlnctlue morles ond slmllor rights; 4. to enter Into portnershlp or Into ony orrongement for shoring of profits, union of Interests, co-operotlon, Joint uenture, reclprocol concession or otherwise with ony person corrylng on or engoged In or obout to corry on or engoge In ony business or tronsoctlon thot the compony is outhorlzed to corry on or engoge In or ony business or tronsoctlon copoble of being conducted so os to benefit the compony; 5. to toke or otherwise ocqulre ond hold securities In ony other body corporote houlng objects oltogether or in port slmilor to those of the compony or corrylng on ony business capoble of being conducted so os to benefit the compony; 6. subject to section 96 to lend money to ony employee or to ony person houlng deolings with the compony or with whom the compony proposes to houe deollngs or to ony other body corporote ony of whose shores ore held by the compony; 7. to opply for, secure or ocquire by gront, legislotiue enoctment, osslgnment, tronsfer, purchose or otherwise ond to eHerclse, corry out ond enjoy ony chorter, licence, power, authority, fronchlse, concession, right or prluilege, thot ony gouernment or authority or ony body corporote or other public body moy be empowered to grant, ond to poy for, old In ond contribute toword corrylng It Into effect ond to ossume ony liobllltles or obllgotlons incldentol thereto; a. to estobllsh ond support or old In the estobllshment ond support of ossoclatlons, institutions, funds or trusts for the benefit of employees or former employees of the compony or Its predecessors, or the dependonts or connections of such employees or former employees, ond grant pensions and allowances, and make payments towards Insurance or for any object simllor to those set forth In this porogroph, ond to subscribe or guorontee money for choritoble, beneuolent, educotlonol or religious objects or for ony eHhlbltlon or for ony public, generol or useful objects; 9. to promote ony compony for the purpose of ocqulrlng or toking ouer ony of the property ond llobllltles of the compony or for ony other purpose thot moy benefit the compony;

23. to distribute among the members of the company In cash, kind, specie or otherwise as may be resol11ed, by way of dl11ldend, bonus or In any other manner considered ad11lsable, any property of the company, but not so as to decrease the capital of the company unless the distribution Is made for the purpose of enabling the company to be dlssol11ed or the distribution, apart from this paragraph, would be otherwise lawful; 24. to establish agencies end branches; 25. to take or hold mortgages, hypothecs, liens and charges to secure payment of the purchase price, or of any unpaid balance of the purchase price, of any pert of the property of the company of whatsoe11er kind sold by the company, or for any money due to the company from purchasers end others end to sell or otherwise dispose of any such mortgage, hypothec, lien or charge; 26. to pay ell costs end eHpenses of or incidental to the Incorporation end organization of the company; 27. to in11est end deal with the moneys of the company not immediately required for the objects of the company in such manner es may be determined; 28. to do any of the things authorized by this subsection end ell things authorized by its memorandum es principals, agents, contractors, trustees or otherwise, and either alone or in conjunction with others; 29. to do ell such other things as are incidental or conduci11e to the attainment of the objects and the eHerclse of the powers of the company. E11ery company may eHerclse its powers beyond the boundaries of Bermuda to the eHtent to which the laws in force where the powers ere sought to be eHercised permit.

THE COMPANIES ACT 1981 (SECTION 11 (2U A compeny limited by sheres mey emongst Its objects by reference include In Its memorandum eny of the objects set out In the Second Schedule. SECOND SCHEDULE A company may by reference Include in its memorandum eny of the following objects that Is to say the business of - (e) insurance end reinsurance of ell kinds; (b) peckeging of goods of ell kinds; (c) buying, selling end dealing in goods of ell kinds; (d) designing end manufacturing of goods of ell kinds; (e) mining and quarrying end eHploretion for metals, minerals, fossil fuels end precious stones of ell kinds end their preparation for sale or use; (f) eKploring for, the drilling for, the mouing, transporting end refining petroleum end hydro carbon products including oil end oil products; (g) scientific research Including the lmprouement, dlscouery end deuelopment of processes, lnuentlons, petents end designs end the construction, maintenance end operation of leboretorles end research centres; (h) lend, see end air undertakings including the lend, ship end air cerrtage of passengers, malls end goods of ell kinds; (I) ships end eircreft owners, managers, operators, agents, builders end repairers; (j) acquiring, owning, selling, chartering, repeiring or dealing In ships end aircraft; (k) trauel agents, freight contractors end forwarding agents; (I) dock owners, wherfingers, warehousemen; (m) ship chendlers end dealing in rope, cenuas oil end ship stores of ell kinds; (n) ell forms of engineering; (o) deueloping, operating, aduislng or acting es technlcel consultants to any other enterprise or business; (p) farmers, lluestoclc breeders end keepers, grezlers, butchers, tanners end processors of end dealers In ell kinds of llue end deed stock, wool, hides, tallow, grain, uegetebles end other produce; (q) acquiring by purchese or otherwise end holding es en lnuestment inuentions, patents, trade marks, trade nemes, trade secrets, designs end the llke;