EX-1 8 exhibit1.htm EXHIBIT 1 ARTICLES OF ASSOCIATION OF EQUINOR ASA, AS AMENDED, EFFECTIVE FROM 11 MAY 2022 (ENGLISH TRANSLATION) exhibit1
exhibit1p1i0
ARTICLES
 
OF
ASSOCIATION
for
Equinor ASA
(Effective
 
from
 
11
 
May
 
2022)
Article
 
1
The company's
 
name
 
is Equinor
 
ASA. The
 
company
 
is a
 
public
 
limited company.
The objective
 
of Equinor
 
ASA is to
 
develop, produce
 
and market various
 
forms of energy
 
and
derived products
 
and services, as
 
well as other
 
business. The activities
 
may also be
 
carried out
through
 
participation
 
in or cooperation
 
with other companies.
Article
 
2
The company's
 
registered
 
office
 
is located
 
in
 
the
 
municipality
 
of
 
Stavanger.
Article
 
3
The share capital
 
of the company
is
NOK 7,938,675,397.50
 
divided
into
3,175,470,159
shares of
 
NOK 2.50
 
each.
Article 4
The board of
 
directors
 
of the company
 
shall consist
 
of 9-11
 
members. The
 
board
 
of directors,
including the
 
chair and the
 
deputy chair,
 
shall be elected
 
by the
 
corporate
 
assembly.
 
Deputy
directors may be
 
elected in respect
 
of the directors
 
elected by and
 
among the employees
 
in
accordance
 
with regulations
 
stipulated in
 
or pursuant to
 
the Public Limited
 
Companies Act. The
board of directors
 
may be elected
 
for
 
up to
 
two
 
years.
Article 5
The chair
 
of the
 
board
 
alone,
 
the
 
chief
 
executive
 
officer
 
alone
 
or
 
any
 
two
 
directors
 
jointly
 
may
sign for
 
the
 
company.
 
The board may
 
grant powers of
 
procuration.
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Status: Final
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Article
 
6
The
 
board
 
shall appoint
 
the
 
company's
 
chief
 
executive
 
officer
 
and
 
stipulate
 
his/her
 
salary.
Article
 
7
The company shall
 
have a corporate
 
assembly
 
consisting
 
of 18 members
 
and deputy
 
members.
The annual
 
general
 
meeting
 
shall
 
elect
 
12
 
members
 
and
 
four
 
deputy
 
members
 
for
 
these
 
12
members. Six
 
members
 
and deputies for
 
these
 
six
 
members
 
shall be elected
 
by and among
 
the
employees
 
of the
 
company
 
in
 
accordance
 
with
 
regulations
 
stipulated
 
in or pursuant
 
to
 
the
 
Public
Limited Companies
 
Act.
The corporate assembly
 
shall elect a
 
chair and deputy
 
chair from and
 
among its
 
members. The
corporate assembly
 
shall hold at
 
least 2 meetings
 
annually.
Article
 
8
The annual general
 
meeting shall be
 
held each year
 
by the end
 
of June. Annual
 
general
meetings shall
 
be held in the
 
municipality
 
of Stavanger
 
or Oslo.
Article
9
Documents
 
relating
 
to
 
matters
 
to
 
be dealt
 
with
 
by the company's
 
annual
 
general
 
meeting,
including documents
 
which
 
by
 
law
 
shall
 
be included
 
in
 
or
 
attached
 
to
 
the
 
notice
 
of
 
the
 
annual
general meeting,
 
do not
 
need to
 
be sent to
 
the
 
shareholders
 
if
 
the
 
documents
 
are accessible
 
on
the company's home
 
pages. A shareholder
 
may nevertheless
 
request that documents,
 
which relate
to matters
 
to
 
be
 
dealt
 
with
 
by
 
the
 
company's
 
annual
 
general
 
meeting,
 
be
 
sent
 
to
 
him/her.
The annual
 
general
 
meeting
 
shall address
 
and decide
 
the
 
following
 
matters:
1.
 
Adoption of the annual report and accounts, including
 
the declaration of dividends.
2.
 
Any other matters which
 
are referred to
 
the annual general meeting by statute law or
the articles
 
of association.
Shareholders
 
are able
 
to
 
vote in
 
writing,
 
including
 
through
 
electronic
 
communication,
 
in a
period
 
before the general
 
meeting. The board
 
of directors can
 
stipulate guidelines
 
for such
advance
 
voting.
 
It
 
must be
 
stated in
 
the notice
 
for the
 
general
 
meeting
 
which guidelines
 
have
been set.
Article
10
The company
 
shall be responsible
 
for
 
the
 
marketing and
 
sale of the
 
state's petroleum
 
which is
produced
 
from the
 
state's
 
direct
 
financial
 
interest
 
(SDFI)
 
on
 
the
 
Norwegian
 
continental
 
shelf,
 
as
well as
 
for
 
the
 
marketing
 
and
 
sale
 
of
 
petroleum
 
paid
 
as royalty
 
in
 
accordance
 
with
 
the
Petroleum
 
Act
 
of 29
 
November
 
1996
 
No
 
72.
 
The
 
annual
 
general
 
meeting
 
of the
 
company
 
may
by
 
simple
 
majority decide
 
on further instructions
 
concerning
 
the
 
marketing and
 
sale.
exhibit1p2i0
Security Classification: Open
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Status: Final
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Article
 
11
The duties
 
of the nomination
 
committee
 
are to submit
 
a recommendation
 
to
1.
 
the annual general meeting
 
for the election of shareholder-elected members and deputy
members
 
of
 
the
 
corporate
 
assembly
 
and
 
remuneration
 
of members
 
of the
 
corporate
assembly;
2.
 
the
 
annual general meeting for
 
the election and remuneration
 
of members of
 
the
nomination committee;
3.
 
the corporate assembly for
 
the
 
election of shareholder-elected members of the board
of directors
 
and
 
remuneration
 
of the
 
members
 
of
 
the
 
board
 
of
 
directors;
 
and
4.
 
the
 
corporate assembly
 
for
 
the
 
election of the chair and the
 
deputy chair of the
corporate assembly.
The chair
 
of the
 
board
 
of
 
directors
 
and the
 
president
 
and
 
chief executive
 
officer
 
shall be invited,
without
 
having
 
the
 
right
 
to
 
vote,
 
to
 
attend
 
at
 
least
 
one
 
meeting
 
of
 
the
 
nomination
 
committee
before it
 
makes its final
 
recommendation.
The nomination
 
committee
 
consists
 
of four
 
members
 
who must
 
be shareholders
 
or
representatives
 
of shareholders
 
and who
 
shall be independent
 
of the
 
board of
 
directors
 
and the
company's
 
management.
 
The members
 
of the
 
nomination
 
committee,
 
including
 
the chair,
 
shall
be elected
 
by the
 
annual general
 
meeting. The chair
 
of the nomination
 
committee
 
and one other
member
 
shall be
 
elected from
 
among the
 
shareholder
 
-elected members
 
of the corporate
assembly.
 
The members
 
of the
 
nomination
 
committee
 
are normally
 
elected
 
for a
 
term of two
years.
 
Personal
 
deputy
 
members
 
for one
 
or more
 
of the
 
nomination
 
committee's
 
members
 
may
be elected
 
in accordance
 
with the
 
same criteria
 
as described
 
above.
 
A deputy
 
member
 
only
meets for
 
the member
 
if the
 
appointment
 
of that
 
member
 
terminates
 
before the
 
term of
 
office
has expired.
If
 
the
 
appointment
 
of
 
a
 
member
 
of
 
the
 
nomination
 
committee
 
terminates
 
before
 
the
 
term
 
of
office has
 
expired,
 
the
 
election
 
of a
 
new
 
member
 
can
 
be deferred until
 
the next general
 
meeting of
shareholders.
 
If
 
that member
 
has a
 
personal
 
deputy
 
member,
 
the deputy
 
member
 
will function
 
as
a member
 
of
 
the
 
nomination
 
committee
 
until a
 
new
 
election
 
has been
 
held. If
 
the
 
appointment
 
of
the chair
 
terminates
 
before
 
his/her
 
term
 
of office
 
has expired,
 
the committee
 
elects
 
from
 
among
its members
 
a
 
new
 
chair
 
to
 
hold
 
office
 
until the next
 
general
 
meeting
 
of
 
shareholders.
The annual
 
general
 
meeting
 
stipulates the
 
remuneration
 
to
 
be paid to
 
members
 
of the
 
nomination
committee.
 
The company
 
will cover
 
the
 
costs
 
of
 
the
 
nomination
 
committee.
The
 
general
 
meeting
 
may
 
adopt
 
instructions
 
for
 
the
 
nomination
 
committee.