**EXHIBIT 1**
§ 1
The name of the company is Norsk Hydro ASA.
§ 2
The objectives of the company are to engage in industry, commerce andtransport, to utilize energy resources and raw materials, and to engage inother activities connected with these objectives. Activities may also proceedthrough participation in or in co-operation with other enterprises.
§ 3
The company’s registered office is in Oslo.
§ 4
The share capital is NOK 4,830,366,032.40 divided into 263,954,428 shares, eachwith a nominal value of NOK 18.30. The shares shall be registered in theNorwegian Registry of Securities. The Board of Directors may refuse thetransfer of shares and may take such other steps as may be necessary to preventshares 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 forceat the time so permits, preferential subscription rights shall be reserved inconnection with each such capital increase, on the conditions stipulated by theBoard of Directors, for up to
a. 0.83% of the increase for holders of the 83 unredeemed foundercertificatesand up to
b. 2.79% of the increase for holders of the 4,343 unredeemed subscriptioncertificates.
These preferential rights shall not apply if the increase is made in order toallot shares to third parties as compensation for their transfer of assets tothe Company. The certificates may be negotiated independently of the shares.
§ 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 Chairperson and the Deputy Chairperson of theBoard for the same period.
If the office of a director comes to an end during the period for which he orshe is elected, the Corporate Assembly may elect another director to holdoffice for the remainder of the period in question.
§ 5 A
The Electoral Committee consists of four members who shall be shareholders orshareholders’ representatives. The Chairperson of the Corporate Assembly shallhave a permanent seat on the committee. In addition, one member is elected byand from among the members and deputies of the Corporate Assembly elected bythe shareholders. Two members are elected by the Annual General Meeting. Themembers of the Electoral Committee are elected for twoyears at a time.
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The Electoral Committee shall be chaired by the Chairperson of the CorporateAssembly. The Chairperson of the Board and the President, who do not holdvoting rights, shall be requested to attend at least one meeting of theElectoral Committee before the Committee reaches its final decision.
The Electoral Committee makes recommendations to the Annual General Meetingregarding the election of members and deputy members to the Corporate Assembly.
The Electoral Committee makes recommendations to the Corporate Assemblyregarding the election of the shareholders’ representatives to the Board.
At the proposal of the shareholders’ representatives on the Board, theshareholders’ representatives of the Corporate Assembly adopt Instructions forthe Electoral Committee.
§ 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 21 members elected for a period of twoyears at a time. Fourteen of the members and four deputy members shall beelected by the Annual General Meeting, while seven members with deputies shallbe elected by and from among the Company’s employees. The Corporate Assemblyelects its own Chairperson and Deputy Chairperson for periods of two years at atime.
§ 8
The Corporate Assembly shall exercise supervision to ensure that the objects ofthe Company are furthered in compliance with the law, the Articles ofAssociation and the resolutions of the Annual General Meeting and the CorporateAssembly itself. The Corporate Assembly may adopt recommendations on any matterwhatsoever for submission to the Board of Directors.
At the proposal of the Board of Directors, the Corporate Assembly shall adoptresolutions in matters concerning investments that are substantial comparedwith the Company’s resources, or concerning such rationalization of, or changesin, operations as will entail a major change in or redeployment of the labourforce.
§ 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 the applicable legal requirements.
Shareholders or their representatives 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 Chairperson of the CorporateAssembly or, in his or her absence, by the Deputy Chairperson.
§ 11
The Annual General Meeting shall
     a) approve the Annual Report and Accounts, including the distribution ofdividend,
     b) elect the shareholders’ members and deputy members to the CorporateAssembly,
     c) deal with any other matters listed in the notice convening the meeting.
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