**EXHIBIT 1**
§ 1
The name of the company is Norsk Hydro ASA.
§ 2
The objectives of the company are to engage in industry, commerce and transport, to utilize energyresources and raw materials, and to engage in other activities connected with these objectives.Activities may also proceed through participation in or in co-operation with other enterprises.
§ 3
The company’s registered office is in Oslo.
§ 4
The share capital is NOK 4,738,866,032.40 divided into 258,954,428 shares, each with a nominalvalue of NOK 18.30. The shares shall be registered in the Norwegian Registry of Securities. TheBoard of Directors may refuse the transfer of shares and may take such other steps as may benecessary to prevent shares being transferred in contravention of the restrictions laid down inNorwegian law.
§ 4 A
If the share capital is increased, and provided that the Norwegian law in force at the time sopermits, preferential subscription rights shall be reserved in connection with each such capitalincrease, on the conditions stipulated by the Board of Directors, for up to
a. 0.83% of the increase for holders of the 83 unredeemed founder certificates and up to
b. 2.79% of the increase for holders of the 4,343 unredeemed subscription certificates.
These preferential rights shall not apply if the increase is made in order to allot shares to thirdparties as compensation for their transfer of assets to the Company. The certificates may benegotiated independently of the shares.
§ 5
The company’s Board of Directors shall be composed of nine members who are elected by the CorporateAssembly for periods of two years at a time. The Corporate Assembly elects the Chairperson and theDeputy Chairperson of the Board for the same period.
If the office of a director comes to an end during the period for which he or she is elected, theCorporate Assembly may elect another director to hold office for the remainder of the period inquestion.
§ 5 A
The Electoral Committee consists of four members who shall be shareholders or shareholders’representatives. The Chairperson of the Corporate Assembly shall have a permanent seat on thecommittee. In addition, one member is elected by and from among the members and deputies of theCorporate Assembly elected by the shareholders. Two members are elected by the Annual GeneralMeeting. The members of the Electoral Committee are elected for twoyears at a time.
The Electoral Committee shall be chaired by the Chairperson of the Corporate Assembly. TheChairperson of the Board and the President, who do not hold voting rights, shall be requested toattend at least one meeting of the Electoral Committee before the Committee reaches its finaldecision.
The Electoral Committee makes recommendations to the Annual General Meeting regarding the electionof members and deputy members to the Corporate Assembly.
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The Electoral Committee makes recommendations to the Corporate Assembly regarding the election ofthe shareholders’ representatives to the Board.
At the proposal of the shareholders’ representatives on the Board, the shareholders’representatives of the Corporate Assembly adopt Instructions for the Electoral Committee.
§ 6
The Board of Directors may authorize a Board member, the President or specifically designatedemployees to sign for the company, and also to designate procurators. The Board of Directors maydecide that authorization to sign for the company may only be exercised by several persons jointly.
§ 7
The Corporate Assembly shall comprise 18 members elected for a period of two years at a time.Twelve of the members and four deputy members shall be elected by the Annual General Meeting, whilesix members with deputies shall be elected by and from among the Company’s employees. The CorporateAssembly elects its own Chairperson and Deputy Chairperson for periods of two years at a time.
§ 8
The Corporate Assembly shall exercise supervision to ensure that the objects of the Company arefurthered in compliance with the law, the Articles of Association and the resolutions of the AnnualGeneral Meeting and the Corporate Assembly itself. The Corporate Assembly may adopt recommendationson any matter whatsoever for submission to the Board of Directors.
At the proposal of the Board of Directors, the Corporate Assembly shall adopt resolutions inmatters concerning investments that are substantial compared with the Company’s resources, orconcerning such rationalization of, or changes in, operations as will entail a major change in orredeployment of the labor force.
§ 9
Members of the Board and the Corporate Assembly shall retire the year they reach the age of 70.
§ 10
The Annual General Meeting shall be convened by the Board of Directors in accordance with theapplicable legal requirements.
Shareholders or their representatives wishing to attend and vote at the Annual General Meeting mustinform the company of this five days prior to the Annual General Meeting.
The Annual General Meeting is presided over by the Chairperson of the Corporate Assembly or, in hisor her absence, by the Deputy Chairperson.
§ 11
The Annual General Meeting shall
a) approve the Annual Report and Accounts, including the distribution of dividend,
b) elect the shareholders’ members and deputy members to the Corporate Assembly,
c) deal with any other matters listed in the notice convening the meeting.
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