Articles of association for
Norske Skogindustrier ASA

(Last amended at the General Meeting on 22 April 2010)

Article 1    The company's form and name

The company is a public limited company.
The company’s name is Norske Skogindustrier ASA.

Article 2    Objects

The object of the company is to pursue pulp and paper operations and activities connected with these. The company can also participate in other commercial activity by subscribing to shares or in other ways.

Article 3    Registered office

The company is registered in Norway, and has its management and registered office in Bærum local authority.

Article 4    Share capital and shares

The company's share capital amounts to NOK 1 899 456 260, divided into 189 945 626 shares each with a nominal value of NOK 10.

The company's shares will be registered with the Norwegian Central Securities Depository (VPS).

Article 5    Board of directors

The company’s board of directors will consist of a minimum of seven and a maximum of 10 directors. Directors are elected by the corporate assembly for terms of one year. No person can be elected to the board after reaching the age of 70.

The corporate assembly will elect the chair and deputy chair of the board every year. The corporate assembly will determine the remuneration payable to directors. The board of directors is responsible for appointing a chief executive, to be known as the president and chief executive officer, and for determining his/her remuneration. The board of directors can authorise its members, the chief executive or named employees to sign for the company.

Article 6    Corporate assembly

The company will have a corporate assembly consisting of 18 members, including 12 members and four alternate members elected by the annual general meeting. Members elected by the annual general meeting serve for terms of one year. Alternate members are elected for terms of one year.

The corporate assembly itself elects two among their members to act as chair and deputy chair for terms of one year.

Article 7    Election committee

The company will have an election committee consisting of four members elected by the general meeting for terms of one year. The chair of the election committee is elected by the general meeting.

The remuneration of the members of the election committee will be determined by the general meeting.

The election committee will have the following tasks:

i) To issue a recommendation to the corporate assembly concerning election of shareholder-elected members.
ii) To issue a recommendation to the corporate assembly concerning the election of board members, including the election of the chair and deputy chair of the board.
iii) To issue a recommendation to the general meeting concerning the remuneration of the members of the corporate assembly.
iv) To issue a recommendation to the corporate assembly concerning the remuneration of the members of the board.
v) To issue a recommendation to the general meeting concerning the election of members of the election committee.

The general meeting can stipulate more detailed guidelines for the work of the election committee.

Article 8    General meeting

Notice of the general meeting will be issued within the deadline set by the Public Limited Liability Companies Act in writing to all shareholders with a known address. The right to participate and vote in the general meeting can only be exercised when the acquisition of the shares is registered in the shareholder register on the fifth business day before the general meeting (registration date).The general meeting will be held in the local authority in which the company has its registered office or in Oslo.

When the documents which apply to matters which are up for discussion and voting at the general meeting in the company have been made available to the shareholders on the company's website, the board can decide to not send the documents to the shareholders. A shareholder can, however, demand to have documents pertaining to matters on the agenda of the general meeting sent to him or her. The company cannot demand any compensation for sending documents to the shareholders.

The annual general meeting will:

• Adopt the annual accounts, including the directors’ report, and the consolidated accounts, and approve the profit and loss account and balance sheet.
• Determine the application of the profit or coverage of the loss for the year in accordance with the approved balance sheet, including the declaration of any dividend.
• Discuss and vote over the board’s declaration on determination of salary and other remuneration for senior employees.
• Approve the auditor’s fee.
• Elect the shareholders’ representatives and alternate representatives in the corporate assembly.
• Elect three members of the election committee.
• Deal with any other business stated in the notice of the meeting.

Matters which a shareholder wants to put before the general meeting for discussion and voting must be communicated in writing to the board at least seven days prior to the deadline for issuing a notice of a general meeting enclosing a proposed motion or reason for putting the matter on the agenda. Notice of the general meeting will be given, and the general meeting will be chaired, by the chair or deputy chair of the corporate assembly or, in their absence, by the chair of the board of directors.

Shareholders can vote in writing in advance in matters up for discussion and voting at the company's general meetings. Such votes can also be cast through electronic communication. The option of voting in advance is contingent upon the existence of a satisfactory method for verifying the identity of the voter. The board of directors will determine if such a method exists prior to each individual general meeting. The board of directors can stipulate more detailed guidelines for written advance votes. It must emerge from the notice of the general meeting whether voting in advance is allowed and which guidelines have been stipulated for any such voting in advance.

Articles of association