Articles of association

Section 1
The name of the Company is Element ASA. The Company is a public limited company.

Section 2
The registered business address of the Company is in Oslo Municipality.

Section 3
The objective of the Company is to explore, exploit, refine and market minerals and connected products, including other business, including providing services to subsidiaries or related companies. The business may also be performed through participation in or through cooperation with other companies.

Section 4
The Company’s share capital is NOK 30,038,843.20, divided into 18,774,277 shares, each with a nominal value of NOK 1,60.

Section 5
The Board of Directors of the Company shall consist of minimum three, maximum eight board members, subject to resolution of the General Meeting. The Chairman of the Board and the General Manager jointly, or alternatively two board members jointly, have the right to sign on behalf of the Company.

Section 6
At the Ordinary General Meetings the following matters shall be discussed and decided upon:

- Approval of the annual accounts and balance sheet, including the use of the annual profit or settlement of loss in accordance with the approved balance sheet, and the distribution of dividends.

- Other matters which according to law or the Articles of Association come under the responsibilities of the General Meeting.

Section 7
The company shall have a Nomination Committee. The Nomination Committee shall consist of three members, who are elected for a period of up to two years at the time. The Nomination Committee shall be composed in way that broad shareholders’ interest is ensured. The Nomination Committee shall prepare the election of new Board members and shall give recommendations to the General Meeting regarding the Board members’ remuneration.

Section 8
If documents related to matters that shall be dealt with by the General Meeting is made available for the shareholders on the Company's webpage, the general requirements in the Norwegian Public Limited Liability Companies Act that the documents shall be sent to all shareholders does not apply. This includes documents that according to law shall be included in or attached to the summons for a General Meeting. A shareholder may nevertheless request that documents relating to matters to be deliberated by the General Meeting are forwarded to him or her.

Section 9
Shareholders may vote in writing, including by the use of electronic communication, in a period prior to the general meeting. The Board of Directors may establish more specific guidelines for such advance voting. The notice of the General meeting shall specify the guidelines applicable.

Section 10
The Company may in a notice for general meetings state a time limit for registration of participation at the general meeting, such time limit not to be shorter than five (5) days prior to the general meeting. The board of directors decides for each general meeting whether a time limit shall be set and if this shall be shorter than five (5) days prior to the general meeting.

As per 14 October 2019