Articles of Association

(office translation)

Enterprise no. 932142104

§ 1
The name of the company is TTS Group ASA. The company is a public limited company.

§ 2
The company's registered business office is in Bergen.

§ 3
The company’s purpose is to engage in industrial activities related to ship building, oil and gas production and port activities, and any related activities, as well as participation in or acquisition of other businesses.

§ 4
The company’s share capital is NOK 9 573 101,23 divided on 87.028.193 shares with a nominal value of NOK 0,11, paid up in cash. The company’s shares shall be registered with the Norwegian Central Securities Depository.

§ 5
The company’s Board of directors shall consist of three to eight members. The Board chairman and one of the board members, or three board members, are authorized to sign jointly on behalf of the company. The Board can appoint the general manager and grant the power of procuration.

§ 6
Shares may be freely transferred or acquired, and one share carries one vote.

§ 7
The annual general meeting shall deal with the following matters:
1. Adoption of the profit and loss account and balance sheet.
2. Application of profits or coverage of losses in accordance with the adopted balance sheet, in addition to the declaration of dividends.
3. Election of the Board of directors.
4. Other matters that shall be dealt with by the general meeting pursuant to the law and the articles of association.

§ 8
If a document that relates to an issue that the General Meeting shall decide on is made available to the company's shareholders on the company's website, then such a document does not have to be physically sent to the shareholders of the company. However, such a document shall be sent to the shareholder free of charge if a shareholder requests it.

§ 9
Registration date.
A shareholder’s right to participate in and vote at the Annual General Meeting may only be exercised if the acquisition is registered in the registry of shareholders at the latest five working days prior to the Annual General Meeting, ref. the Norwegian Public Limited Companies Act, Section 4-2, third paragraph.
 
§ 10
Prohibition on electronic participation in the company’s Annual General Meeting. Shareholders shall not be given access to participate electronically in the company’s Annual General Meeting pursuant to Section 5-8 of the Norwegian Public Limited Companies Act.

§ 11
The company shall have a Nomination Committee consisting of three members to be elected by the Annual General Meeting for a two-year period. The Nomination Committee shall be independent of the Board of Directors and daily management. The Nomination Committee’s duties are to propose to the Annual General Meeting shareholder-elected candidates for election to the Board of Directors, and to propose remuneration. The Annual General Meeting may adopt procedures for the Nomination Committee.

§ 12
Reference is made in other respects to the company laws in effect at all times.