Naming Polar Duke

Articles of Association for GC Rieber Shipping ASA

Last amended 13 April 2010

Article 1


The name of the company is GC Rieber Shipping ASA. The company is a public limited liability company whose object is to engage in shipping, investment, provision of guarantees, trade and other business.
The company's registered office is located in the municipality of Bergen.


Article 2


The company's share capital is NOK 78,863,040, divided into 43,812,800 shares, each with a nominal value of NOK 1, 80 fully paid.
The Company’s shares shall be registered in the Norwegian Central Securities Depository.


Article 3


The board of directors of the Company shall have from five (5) to seven (7) members elected by the General Meeting. The chairman of the board and the deputy chairman are elected by the General Meeting.
The company shall have one CEO.


Article 4


Two members of the board of directors jointly or the chairman of the board alone may sign for and behalf of the company.


Article 5


The ordinary Annual General Meeting shall be held by the expiration of the month of April.
The General Meeting shall address and decide the following matters:
a) The director’s report.
b) The auditor’s report.
c) Determination of the profit and loss account and balance sheet.
d) Allocation of the profit of the year or coverage of the loss of the year in accordance with the fixed balance sheet, as well as payment of dividends.
e) Election of business manager and members of the board of directors, including deputy members.
f) Election of auditor.
g) Any other matters as stated in the notice of meeting.
When documents concerning issues to be resolved by the general meeting, has been made available for the shareholders at the Company’s website, the statutory requirement for submitting the documents to shareholders is waived. Nevertheless, a shareholder may demand to get sent documents concerning issues to be resolved by the general meeting, cf. the Public Limited Companies Act section 5-11a.