**§1**     The name of the Company is Norsk Hydro ASA.
**§2**     The objects of the Company are to engage in industry, commerce andtransport, to utilize energy resources and raw materials, and to engage inother activities connected with the above-mentioned objects. Activities mayalso proceed through participation in or in co-operation with otherenterprises.
**§3**     The Company’s registered office is in Oslo.
**§4**     The share capital is NOK 5,159,210,640, divided into 257,960,532 shares,each with a nominal value of NOK 20. The shares shall be registered in theNorwegian Registry of Securities. The Board of Directors may refuse transferof shares and may take such other steps as may be necessary to prevent sharesbeing transferred in contravention of the restrictions laid down in Norwegianlaw.
**§4A**     If the shares capital is increased, and provided that the Norwegian law inforce at the time so permits, preferential subscription rights shall bereserved in connection with each such capital increase, on the conditionsstipulated by the Board of Directors, for up to
 a) 0.83% of the increase for holders of the 83unredeemed founder certificates and  b) 2.79% of the increase for holders of the 4,343unredeemed subscription certificates.
     These preferential rights shall not apply if the increase is made in orderto allot shares to third parties as compensation for their transfer of assetsto the Company. The certificates may be negotiated independently of theshares.
**§5**     The Company’s Board of Directors shall be composed of nine members who areelected by the Corporate Assembly for periods of two years at a time. TheCorporate Assembly elects the Chairman and the Vice-Chairman of the Board forthe same period.
     If the office of a director comes to an end during the period for which heis elected, the Corporate Assembly may elect another director to hold officefor the remainder of the period in question.
**§5A**     The electoral committee consists of four members altogether who shall beshareholders or shareholders’ representatives. The Chairman of the CorporateAssembly shall have a permanent seat on the committee. In addition, one memberis elected by and from among the members and deputies of the Corporate Assemblyelected by the shareholders. Two members are elected at the Annual GeneralMeeting. The members of the electoral committee are elected for two years at atime.
     The electoral committee shall be chaired by the Chairman of the CorporateAssembly. The Chairman of the Board and the President, who do not hold votingrights, shall be requested to attend at least one meeting of the electoralcommittee before the committee reaches its final decision.
     The electoral committee reports to the Annual General Meeting regardingthe election of members and deputy members to the Corporate Assembly.
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     The electoral committee reports to the Corporate Assembly regarding theelection of the shareholders’ representatives to the Board.
     At the proposal of the shareholders’ representatives on the Board, theshareholders’ representatives of the Corporate Assembly adopt the electoralcommittee’s instructions.
**§6**     The Board of Directors may authorize a board member, the President orspecifically designated employees to sign for the company, and also todesignate procurators. The Board of Directors may decide that authorization tosign for the Company may only be exercised by several persons jointly.
**§7**
     The Corporate Assembly shall comprise twenty-one members elected for aperiod of two years at a time. Fourteen of the members and four deputy membersshall be elected by the Annual General Meeting, while seven members withdeputies shall be elected by and from among the Company’s employees. TheCorporate Assembly elects its own Chairman and Vice-Chairman for periods of twoyears at a time.
**§8**     The Corporate Assembly shall exercise supervision to ensure that theobjects of the Company are furthered in compliance with the law, the Articlesof Association and the resolutions of the Annual General Meeting and theCorporate Assembly itself. The Corporate Assembly may adopt recommendations onany matter whatsoever for submission to the Board of Directors.
     At the proposal of the Board of Directors, the Corporate Assembly shalladopt resolutions in matters concerning investments that are substantialcompared with the Company’s resources, or concerning such rationalization of orchanges in operations as will entail a major change in or redevelopment of thelabor force.
**§9**     Members of the Board and the Corporate Assembly shall retire the year theyreach the age of 70.
**§10**     The Annual General Meeting shall be convened by the Board of Directors inaccordance with currently applicable legal requirements.
     Shareholders or their procurators wishing to attend and vote at the AnnualGeneral Meeting must inform the Company of this five days prior to the AnnualGeneral Meeting.
     The Annual General Meeting is presided over by the Chairman of theCorporate Assembly or, in his or her absence, by the Vice-Chairman.
**§11**     The Annual General Meeting shall
 a) approve the Annual Report and Accounts, including thedistribution of dividend,  b) elect the shareholders’ members and deputy members to theCorporate Assembly,  d) deal with any other matters listed in the notice convening themeeting.
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