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EXHIBIT 4.(b).2



 




PLAN



 




for




the demerger of




Norsk Hydro ASA




business register no. 914 778 271




as a part of the merger of




Norsk Hydro ASA’s petroleum activities with




Statoil ASA




business register no.: 923 609 016



entered into by the boards of directors of Norsk Hydro ASA and Statoil ASA on 12 and 13 March 2007
respectively for subsequent approval by the companies’ respective general meetings






 









 







CONTENTS:




	 	 	 	 	 	 	 
	1.
	 	MAIN ELEMENTS OF THE MERGER	 	 	3	 
	 
	 	 	 	 	 	 
	2.
	 	ASSETS, RIGHTS AND OBLIGATIONS TO BE TRANSFERRED TO THE MERGED COMPANY	 	 	5	 
	 
	 	 	 	 	 	 
	3.
	 	ADJUSTMENT OF THE DEMERGER BALANCE AFTER THE EFFECTIVE DATE ETC.	 	 	9	 
	 
	 	 	 	 	 	 
	4.
	 	DEMERGER CONSIDERATION	 	 	11	 
	 
	 	 	 	 	 	 
	5.
	 	CHANGES IN CAPITAL STRUCTURE BEFORE THE IMPLEMENTATION	 	 	12	 
	 
	 	 	 	 	 	 
	6.
	 	CHANGES IN CAPITAL STRUCTURE AS A RESULT OF THE MERGER	 	 	12	 
	 
	 	 	 	 	 	 
	7.
	 	FOUNDERS AND SUBSCRIPTION CERTIFICATES	 	 	13	 
	 
	 	 	 	 	 	 
	8.
	 	FURTHER ON THE MERGED COMPANY	 	 	13	 
	 
	 	 	 	 	 	 
	9.
	 	ACCOUNTING ISSUES	 	 	14	 
	 
	 	 	 	 	 	 
	10.
	 	FISCAL ISSUES	 	 	15	 
	 
	 	 	 	 	 	 
	11.
	 	CONDITIONS FOR THE COMPLETION OF THE MERGER	 	 	15	 
	 
	 	 	 	 	 	 
	12.
	 	COMPLETION OF THE MERGER	 	 	15	 
	 
	 	 	 	 	 	 
	13.
	 	PLANNING OF THE INTEGRATION	 	 	16	 
	 
	 	 	 	 	 	 
	14.
	 	RESTRICTIONS ON THE CONDUCT OF BUSINESS DURING THE TERMS OF THE MERGER PLAN	 	 	16	 
	 
	 	 	 	 	 	 
	15.
	 	MISCELLANEOUS	 	 	16	 






 









 





This plan for the demerger of Norsk Hydro ASA with Statoil ASA as the assignee company (the “Merger
Plan”) is entered into between the boards of directors of





	(1)	 	NORSK HYDRO ASA, business register no. 914 778 271, Drammensveien 264, 0283 Oslo, (“Hydro”)





and





	(2)	 	STATOIL ASA, business register no. 923 609 016, Forusbeen 50, 4035 Stavanger, (“Statoil”)




(hereinafter jointly referred to as the “Parties” and individually as a “Party”),



regarding the merger of Hydro’s Petroleum Activities (as defined in clause 2.1. below) with Statoil
(the “Merger”).





	1.	 	MAIN ELEMENTS OF THE MERGER
	 
	1.1	 	Background




On 18 December 2006, Hydro and Statoil entered into an Integration Agreement regarding a merger of
Hydro’s Petroleum Activities with Statoil into one group (the “Merged Company”), based on
the principle of a merger of equals.



The Merged Company will be a competitive global participant in the petroleum industry, and the
world’s largest operator for offshore projects in water depths of more than 100 metres. The Merged
Company will have greater ability than each of the Parties separately to secure further growth in
an environment with increasing competition for new resources and increasing technical complexity in
available projects.



The purpose of the Integration Agreement was to form the basis for the development of this Merger
Plan, which shall be based on and supplement the provisions in the Integration Agreement. The
Integration Agreement shall be terminated and shall be replaced by the Merger Plan at the time when
the Merger Plan is approved by the boards of directors of Statoil and Hydro.





	1.2	 	The main feature of the Merger and general principles for completion




The activities in Hydro and its subsidiaries (the “Hydro Group”) currently include the two core
business areas Aluminium and Oil & Energy, together with Hydro Other Businesses and Hydro’s
“captive” insurance company Industriforsikring AS (“Industriforsikring”). Hydro Other
Businesses comprises the activities of Hydro Polymers, Hydro IS Partner (“HISP”), Hydro
Production Partner, Industry- and Business Parks and Shared Services.



The Parties agree on a merger of Hydro’s Petroleum Activities with Statoil into one group, based on
the principle of a merger between equals. Hydro’s Petroleum Activities are mainly organised under
the business area Oil & Energy, however certain related activities which shall be included in the
Merger, are organised in other business areas.



The Merger presupposes a demerger of the parent company Hydro. As a part of the Merger, a transfer
of the ownership interests in a number of companies to be included in the Merged Company’s
corporate structure will also take place, as well as a transfer of the ownership interests in
certain other partly owned companies (“the Petroleum Companies” or “Petroleum
Companies”). An overview of the Petroleum Companies is included in Annex 1.



The remaining part of the parent company Hydro and the ownership interests in the companies not
included in the Merger (jointly “the Hydro Companies” or “Hydro Companies”), will
be part of the Hydro Group’s remaining activities (“Hydro’s Remaining Activities”).




 









 









	1.3	 	Technical implementation




The Merger will be implemented by way of a demerger of Hydro’s Petroleum Activities with Statoil as
the assignee company pursuant to the rules set out in the act dated 13 June 1997 no. 45 regarding
public limited companies (the “Public Limited Companies Act”) chapter 14, whereupon Hydro’s
shareholders will receive consideration in the form of shares in the Merged Company. In this
respect, this Merger Plan constitutes a demerger plan pursuant to the Public Limited Companies Act
section 14-4.



Hydro’s Petroleum Activities are mainly operated through subsidiaries. The most important of these
subsidiaries, Norsk Hydro Produksjon AS, also conducts other activities of importance , while the
rest of the subsidiaries included in Hydro’s Petroleum Activities do not conduct other activities
of importance.



As a part of the Merger, the following Related Transactions (“Related Transactions”) shall be
carried out prior to the time when the Merger is implemented by registration in the Register of
Business Enterprises (“Implementation”):



(i) A demerger of Norsk Hydro Produksjon AS whereby assets, rights and obligations related to the
Petroleum Activities are transferred to a newly established limited company wholly owned by Hydro
(Norsk Hydro Petroleum AS).



(ii) Intra-group transfers of assets (including shares), rights and obligations to the extent
necessary in order for Hydro’s Petroleum Activities and Hydro’s Remaining Activities respectively
to be organised in companies which (a) only have assets, rights and obligations belonging either to
the Petroleum Activities or Hydro’s Remaining Activities, and (b) are included in uninterrupted
chains of ownership consisting solely of companies included either in Hydro’s Petroleum Activities
or Hydro’s Remaining Activities.



In cases where it is not possible to carry out one or more Related Transactions prior to the
Implementation, Statoil`s consent in writing is required for the completion of the Merger.. Such
consent may not be unreasonably withheld. Statoil must also give written consent in case of
significant changes in the informed transaction models and principles for the completion of Related
Transactions.



Upon the completion of the Merger, all assets, rights and obligations included in Hydro’s Petroleum
Activities will be transferred to Statoil. This transfer takes place through a reduction of the
share capital of Hydro by NOK 3,197,265,703.30 from NOK 4,567,522,433.30 to NOK 1,370,256,730 by
reducing the par value of each share from NOK 3.66 to NOK 1.098, and by simultaneously increasing
the share capital of Statoil by NOK 2,606,655,590 to NOK 7,971,617,757.50 by issuing 1,042,662,236
new shares, each with a par value of NOK 2.50, as consideration to Hydro’s shareholders, resulting
in that such shareholders receive 0.8622 shares in the Merged Company for each share owned in
Hydro. Consideration in the form of shares shall not be issued for Hydro’s treasury shares.



The relation between Hydro’s nominal and paid-in share capital before and after the demerger
corresponds to, in accordance with the provisions of the Norwegian Taxation Act regarding tax
exempted demergers, the relation between the remaining net values in Hydro after the demerger and
the net values to be transferred to the Merged Company in connection with the Merger (the
“Proportion of Division”).





	1.4	 	Financial effective date




The financial effective date of the Merger shall be 1 January 2007 (the “Effective Date”).



This principle implies that all assets, rights and obligations related to Hydro’s Petroleum
Activities which existed at the Effective Date, or which materialise later and have not ceased to
exist at the Implementation, shall be allocated to the Petroleum Activities with effect for the
Merger.






 









 







As a consequence, Hydro shall, as from 1 January 2007, continuously identify all rights and
obligations which materialise or cease to exist for Hydro, and which are related to Hydro’s
Petroleum Activities. In this respect, as well as in the Merger Plan in general, rights and
obligations imply rights and obligations towards other legal entities, as well as rights and
obligations between the remaining part of Hydro or Norsk Hydro Produksjon AS
on the one hand, and the part of Hydro or Norsk Hydro Produksjon AS that shall be transferred to
the Merged Company on the other hand, based on intra-group transactions as if they were separate
companies from the Effective Date.





	1.5	 	Time schedule




The Merger Plan shall be submitted for approval to the general meetings of Statoil and Hydro as
soon as possible, and no later than four months from the date hereof.



The completion of the Merger by registration in the Register of Business Enterprises shall take
place on the first business day of the subsequent month after the expiry of the period for
creditor’s objections and all other necessary conditions for the Implementation in accordance with
the Merger Plan have been fulfilled.





	2.	 	ASSETS, RIGHTS AND OBLIGATIONS TO BE TRANSFERRED TO THE MERGED COMPANY
	 
	2.1	 	Main principle




The merger involves a merger of Hydro’s Petroleum Activities with Statoil into one group.



Hydro’s Petroleum Activities (“Hydro’s Petroleum Activities” or the “Petroleum
Activities”) comprise all assets, rights and obligations which completely or primarily relate
to the Hydro Group’s activities in the areas of exploration, production, transport, processing,
marketing and sale of, as well as research and development related to, oil and gas, including all
shares and assets which Hydro owns in companies with such activities. Further, Hydro’s activities
within wind power and Hydro’s interests in Naturkraft AS and HISP together with Hydro’s ownership
interests in Norsk Hydro Canada Inc. shall be included. On the other hand, the Hydro Group’s
activities within hydroelectric power and associated trading activities, solar energy, CO2 quotas
and Industriforsikring are not included.



If the transfer of assets, rights and obligations triggers a pre-emptive right or similar rights
for third parties, any consideration which Hydro thereby may receive shall be included in the
Petroleum Activities.



Except as otherwise stated in the Merger Plan, the Merger involves a transfer of all assets, rights
and obligations included in the Petroleum Activities regardless of their nature, including assets,
rights and obligations related to licenses, approvals, employment, claims, operating related debt,
bond loans, intellectual property rights, disputes, sureties, guarantees, taxation, environmental
matters, derivative contracts and other agreements, regardless of whether they are known or
unknown, conditional or unconditional.



All cash and bank deposits which are not part of the Petroleum Companies, and syndicated credit
facilities, shall be allocated to Hydro’s Remaining Activities. On the other hand, all bond loans
shall be allocated to the Petroleum Activities.



Up to the Implementation, Hydro shall provide Statoil with such continuous information as is
necessary to enable Statoil to verify whether the distribution of assets, rights and obligations
and Related Transactions are implemented in accordance with the provisions of the Merger Plan and
as the Parties otherwise have agreed.





	2.2	 	Further specification of the assets, rights and obligations to be transferred
	 
	2.2.1	 	Introduction




An overview of the most important assets, rights and obligations which will be transferred from
Hydro to the Merged Company in connection with the Merger is included below.






 









 









	2.2.2	 	Shares and interests in companies





The Merger involves a transfer to the Merged Company of the following shares and interests in
companies owned directly by Hydro:



	 	 	 	 	 	 	 	 	 
	Country	 	Name	 	 	Ownership
	 
	Norway	 	Norsk Hydro Petroleum AS
	 	 	100	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Hydro IS Partner AS
	 	 	100	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Hydro Hydrogen Technologies AS
	 	 	100	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	AS Petronord
	 	 	20	 
	 	 	 	 	 
	 	 	 	 
	 
	Russia	 	Norsk Hydro Russland AS
	 	 	100	 







	2.2.3	 	Bond loans




The Merger involves a transfer of the following bond loans from Hydro to the Merged Company:





	 	(i)	 	All bond loans outstanding under “Indenture” of 15 April 1992 with Norsk Hydro
a.s. (now Norsk Hydro ASA) as issuer (“Issuer”) and The Chase Manhattan Bank N.A. as
trustee (“Trustee”) (now The Bank of New York), including subsequent supplements and
amendments, with a total principal sum as of the Effective Date of NOK 16,319,498,691
based on an exchange rate of NOK/USD 6.2726.
	 
	 	(ii)	 	All bond loans outstanding under “Trust Deed” of 22 January 1999 with Norsk
Hydro ASA as issuer (“Issuer”) and The Chase Manhattan Bank N.A. as trustee (“Trustee”)
(now The Bank of New York) with subsequent supplements and amendments, with a total
principal sum as of the Effective Date of NOK 2,491,394,874 based on an exchange rate
of NOK/GBP 12.3087 and NOK/EUR 8.2628.






	2.2.4	 	Guarantee liability




The Merger involves a transfer of a guarantee portfolio related to the Petroleum Activities
consisting of parent company guarantees and rights and obligations related to bank guarantees
granted to the benefit of the Petroleum Activities. At the Effective Date, this guarantee portfolio
includes a guarantee liability of approximately NOK 20 billion. Within the limits of ordinary
course of business, the guarantee portfolio will be subject to changes in the period from the
Effective Date and up until Implementation both with regard to guarantee liability and premium
liability.





	2.3	 	Further on employment issues




The majority of the employees in the Norwegian part of Hydro’s Petroleum Activities are employed by
Hydro. All employees in Hydro who on the Effective Date have their primary relationship to the
Petroleum Activities shall, as a part of the Merger, be transferred to the Merged Company. The
employment of the affected employees will be transferred in accordance with the rules and
regulations of the Working Environment Act and other relevant labour legislation.



The employees within the unit “Projects” are included in the Petroleum Activities except for the
approximately 100 employees working within the unit “Light Metals & Energy” which are part of
Hydro’s Remaining Activities, and thus shall not be transferred to the Merged Company.



The employees of “Hydro Shared Services” who have their primary relationship to the Petroleum
Activities, i.e. approximately 100 employees, shall be transferred to the Merged Company.




 









 







Some of the employees in corporate functions in Hydro have work tasks partly related to Hydro’s
Petroleum Activities and partly related to Hydro’s Remaining Activities. Among these, approximately
120 employees in the Corporate Centre in Norway, including approximately 50 from “Facility
Management”, but not including the employees in Industriforsikring, shall be transferred to the
Merged Company as a part of the Merger based on their functions and qualifications, and also taking
into account the need for labour in the respective businesses. The same applies to the employees in
corporate functions abroad, where a total of approximately 15 employees shall to be transferred to
the Merged Company. The specific allocation of the employees shall take place after consultation
with the involved employees and in accordance with relevant legislation.



The Parties shall, to the extent possible, also ensure that employments at a subsidiary level are
transferred to the Merged Company insofar that employees in Hydro Companies up to the Effective
Date have had their primary relationship to the Petroleum Activities. Correspondingly, employees in
Petroleum Companies who up to the Effect Date have had their primary relationship to Hydro’s
Remaining Activities shall, to the extent possible, be transferred to Hydro.



The principle of merger of equals shall be reflected in connection with the assignments of
positions and duties in the Merged Company. To the extent seniority is emphasised in relation to
such assignments or any other situation, seniority in the Hydro Group and the Statoil group,
respectively, shall count equally in the Merged Company.



Moreover, the Parties will emphasise providing information to and to consult with the employees and
their representatives in connection with the completion of the Merger.





	2.4	 	Further on pension issues




From the Effective Date, the Merged Company assumes responsibility for all pension issues,
including both the company pension scheme of Norsk Hydro’s Pension Fund and Hydro’s various
unfunded pensions schemes, related to the active employees being transferred to the Merged Company
and related to all pensioners and previous employees who at the time when they ceased to be active
employees in the Hydro Group had their primary relationship to the Petroleum Activities.



From the Effective Date, the Merged Company assumes responsibility for 36% of Hydro’s unfunded
pension liabilities towards pensioners and former employees who at the time when they ceased to be
active employees in the Hydro Group having work tasks related to both the Petroleum Activities and
Hydro’s Remaining Activities.



Furthermore, the Merged Company shall from the Effective Date assume responsibility for a share
equal to the Proportion of Division of Hydro’s unfunded pension liabilities towards pensioners and
former employees who at the time when they ceased to be active employees in the Hydro Group
performed work related to previous activities which are no longer part of the Hydro Group, cf.
clause 2.8.



Hydro shall transfer to the Merged Company all claims which Hydro has against license partners
related to pension rights earned in the upstream operation of the Hydro Group in Norway prior to 1
January 2001. Simultaneously, the Merged Company shall assume responsibility for Hydro’s
obligations to pay premium to Norsk Hydro’s Pension Fund (whether the premium payment is due to a
legal obligation or due to Hydro’s general practice without reflecting a legal obligation) and
responsibility for pensions, which have not already been transferred in accordance with the
provisions above, to the extent that premium and pension payments are included in the claims to be
transferred according to the previous sentence.



Hydro’s company pension scheme shall be divided in accordance with the regulations in the act dated
24 March 2000 no. 16 regarding company pension scheme section 14-2 (2), cf. (1) first sentence, cf.
section 14 1. Funds shall to the extent possible be transferred in the form of assets from Norsk
Hydro’s Pension Fund to the pension scheme which assumes the pension obligations. The composition
of the assets which are transferred shall to the extent possible reflect the current composition of
assets in Norsk Hydro’s Pension Fund. The Parties shall jointly establish a procedure for
determining the specific allocation of the assets in the pension fund which protects their
respective interests in a balanced manner.




 









 









	2.5	 	Further on IT/IS




As a part of the Merger, HISP will be transferred to the Merged Company. The rights and obligations
of HISP, including those related to employees and pensions together with existing contractual
relations, will as a main rule remain unchanged after the transfer. HISP shall continue as Hydro’s
IT/IS supplier after the Merger based on the existing (with any adjustments that may be made)
framework, delivery and project agreements between HISP and Hydro’s Remaining Activities. These
agreements, together with the provisions below, regulate in more detail the delivery obligations,
the right to termination and the possibility to re-allocate resources to Hydro after the transfer.
Any adjustments as stated above require Statoil’s prior written consent. Such consent cannot be
unreasonably withheld, and Statoil shall without undue delay make a decision as to whether such
consent shall be given.



The Parties shall establish a working group for IT/IS activities consisting of representatives from
Hydro and Statoil. The working group shall consider how the IT/IS activities in the Merged Company
and Hydro’ Remaining Activities shall be planned and executed in an appropriate manner after the
Merger, and shall also take due consideration to the IT/IS requirements of Hydro’s Remaining
Activities. After the Merger, the working group shall consist of representatives from the Merged
Company and Hydro’s Remaining Activities.



Hydro has the right to acquire hardware, applications, software and other specified assets to be
identified by the Parties in connection with the integration process, which currently are owned by
HISP but which are essential to Hydro’s Remaining Activities, at book value Such systems and assets
will mainly be related to financial activities and systems for production of hydroelectric power
and associated trading which are related to Hydro’s Remaining Activities. In connection with such
transfer of assets and systems, it may also be desirable to transfer employees from HISP to Hydro’s
Remaining Activities in accordance with the relevant labour legislation. Hydro’s right to acquire
assets according to this paragraph is contingent upon such transfer not having a substantial
adverse effect on HISP’s ability to deliver IT/IS services to the Petroleum Activities.



In connection with the integration process the Parties shall further identify which of the external
agreements HISP has entered into that the Parties shall seek to transfer to Hydro.



Hydro undertakes, for a period of two years from the Implementation, not to recruit employees in
HISP without the prior written consent of the Merged Company, except that Hydro shall be entitled
to employ individuals employed in HISP insofar such employees apply for positions in Hydro on their
own initiative and based on public advertisement of the positions.





	2.6	 	Further on Herøya Research Centre




All assets, rights and obligations, including those associated with employee- and pension issues,
related to the Oil & Energy Research Centre together with other activities at Herøya Research
Centre which completely or primarily relate to the Petroleum Activities shall, as part of the
Merger, be transferred to the Merged Company.





	2.7	 	Further on corporate costs




Costs related to Hydro’s corporate centre shall from the Effective Date to the Implementation be
distributed between Hydro’s Petroleum Activities and Hydro’s Remaining Activities in accordance
with Hydro’s allocation principles for 2006. The share of the costs which according to the
allocation principles is not charged to specific business areas (i.e. shareholders costs) shall be
distributed in accordance with the Proportion of Division.





	2.8	 	Further on assets, rights and obligations related to former activities




Any rights, assets and obligations related to former activities which are no longer part of the
Hydro Group (including environmental- and pension obligations related to the former agri and
magnesium activities), shall be distributed between the Petroleum Activities and Hydro’s Remaining
Activities in accordance with the Proportion of Division.





 









 





2.9 Further on existing financial debt between Hydro and the Petroleum Companies



The main principle for the distribution of assets, rights and obligations included in clause 2.1
implies that the Merged Company from the Effective Date undertakes all financial debt (including
outstanding accounts with Corporate Finance, loan placements and derivative contracts) which exist
between Hydro and the Petroleum Companies. In this respect, both the creditor and the debtor
positions are deemed to belong to the Petroleum Activities, so that the transfer of the financial
debt will not affect the distribution of net values on a consolidated level.




2.10 Inter-company balance between Hydro’s Remaining Activities and Hydro’s Petroleum Activities



For the purpose of the Merger Plan, an inter-company balance shall be deemed to exist between
Hydro’s Remaining Activities and Hydro’s Petroleum Activities (the “Demerger Balance”).
Depending on the underlying circumstances, this Demerger Balance may either imply a loan from
Hydro’s Remaining Activities to Hydro’s Petroleum Activities or a claim which Hydro’s Petroleum
Activities have against Hydro’s Remaining Activities.



As of the Effective Date, the Demerger Balance shall represent a loan or claim of such size that
the net interest-bearing debt in the Petroleum Activities, adjusted for the Demerger Balance, is
NOK 1 billion. In this respect, net interest-bearing debt shall be calculated on a consolidated
basis in accordance with USGAAP as follows:




	 	 	 
	 

	 	Bank loans and other interest-bearing short term debt
	 
	 	 
	+

	 	Long term debt including first year’s instalments
	 
	 	 
	-

	 	Cash and bank deposits
	 
	 	 
	-

	 	Short term investments
	 
	 	 
	=

	 	Net Interest-Bearing Debt
	 
	 	 
	+/-

	 	Demerger Balance
	 
	 	 
	=

	 	NOK 1,000,000,000
	 
	 	 





3. ADJUSTMENT OF THE DEMERGER BALANCE AFTER THE EFFECTIVE DATE ETC.




3.1 Adjustment and settlement of the Demerger Balance



The Demerger Balance described in clause 2.10 shall be subject to continuous adjustment in order to
reflect the cash flows in the Petroleum Activities, including cash flows in connection with Related
Transactions, in the period between the Effective Date and the Implementation, as well as to
reflect adjustments in connection with Related Transactions, taxation issues and other issues
according to the provisions of the Merger Plan. Any amounts in other currency than NOK shall be
converted to NOK based on the exchange rate on the day when the relevant adjustment of the Demerger
Balance is made, unless otherwise stated in the provisions of the Merger Plan.



The Demerger Balance shall bear interest according to a rate corresponding to one months’ NIBOR.
The interest shall be calculated daily and capitalized in arrears on the last business day of each
calendar month. One month’s NIBOR is defined as the rate quoted at Reuters around 1200 hours two
business days before the beginning of the following month.



Hydro shall, no later than three business days before the Implementation, notify Statoil in writing
of its best estimate of the amount, including accrued interest, which the Demerger Balance will
constitute at the Implementation. This amount shall be settled by cash payment at the
Implementation.




 









 







Hydro shall, no later than two months after the Implementation, prepare an updated calculation of
the amount, including accrued interest, which the Demerger Balance constituted at the
Implementation.



Statoil and Statoil’s advisors shall be given the right to verify the updated calculation, and
Hydro shall in this respect produce and grant access to all such information which Statoil and
Statoil’s advisors reasonably request in order to carry out the verification.



Statoil must submit any claims for adjustments of Hydro’s updated calculation of the Demerger
Balance in writing to Hydro no later than three months after Statoil received the updated
calculation from Hydro. Such claims for adjustments shall be substantiated. If no claims have been
submitted within the said time limit, Hydro’s updated calculation is final and binding.



Any disagreement which is not settled between the Parties within 14 days after a written claim for
adjustments have been submitted shall be finally settled by an auditor jointly appointed by the
Parties. If the Parties do not agree on an auditor within fourteen days after one of the Parties
has requested such appointment, each of the Parties may require the auditor to be appointed by the
managing director, or in his absence, the senior director of the Norwegian Institute of Public
Accountants. If the disagreement concerns the interpretation of the Merger Plan, the dispute shall
be settled according to clause 15.19.



When the calculation of the Demerger Balance has become final, any discrepancies from the finally
determined Demerger Balance and the amount which according to the provision above was paid at the
Implementation (including interest calculated in accordance with the provisions above from the
Implementation to the time of payment), shall within three business days be settled by cash
payment.



Any inter-company balances in accordance with the provisions of the Merger Plan which incur after
the Implementation fall due for payment 15 business days after the Party who shall make a payment
to the other Party has been duly informed.




3.2 Provisions regarding distributions etc.



If a Hydro Company, during the period between the Effective Date and the Implementation, makes a
distribution to a Petroleum Company (in the form of dividend, group contribution or otherwise,
including provisions for distributions in the 2006 accounts), the Demerger Balance shall be
adjusted through a subsequent claim for Hydro’s Remaining Activities against Hydro’s Petroleum
Activities of a corresponding amount, converted to NOK based on the exchange rate of the day when
the relevant distribution was made. The claim shall be reduced by an amount corresponding to the
reduction in payable tax in the relevant Hydro Company which has been achieved as a result of the
distribution. Such reduction shall take effect from the time when the tax payment would have been
made, however no later than at the Implementation. Corresponding principles shall be applied to
distributions from Petroleum Companies to Hydro Companies.




3.3 Provisions regarding other intra-group transactions



In order to prevent other intra-group transactions which will be conducted before or at the
Implementation from affecting the distribution of net values between the Parties on a consolidated
level, the Demerger Balance shall be adjusted in accordance with the provisions below.



Related Transactions which are conducted in the form of sales shall take place on an “as is” basis
against cash payment of a market-based consideration from the buying to the selling company.
Simultaneously, a corresponding claim shall be established with the same amount between Hydro’s
Remaining Activities and Hydro’s Petroleum Activities which and be included in the Demerger Balance
stated in clause 3.1.



To the extent Petroleum Companies, during the period between the Effective Date and the
Implementation, have loans from other Hydro Companies than Hydro with other interest terms than
what applies to the Demerger Balance according to clause 3.1, the difference between the interest
actually paid, and the interest which would have been paid if the principles in clause 3.1 had been
applied, shall be calculated in arrears each month. The sum of all such discrepancies (plus
interest calculated according to the principles stated in clause 3.1 from the
expiry of the month to which the discrepancy applies and up until Implementation) represents a
claim between Hydro’s Remaining Activities and Hydro’s Petroleum Activities which is included in
the Demerger Balance set out in clause 3.1




 









 







To the extent Petroleum Companies, in the period between the Effective Date and the Implementation,
have loans from other Hydro Companies than Hydro with a fixed rate of interest, the loans shall,
before the Implementation, be converted to loans with a floating rate of interest equal to the one
set out in clause 3.1. The difference between the present value of each such loan discounted with
the market rate for similar loans and the nominal value of the loan shall be calculated at the time
of the conversion and be settled between the relevant Petroleum Company and the relevant Hydro
Company. The sum of all such differences (plus interest calculated in accordance the principles
stated in clause 3.1 from the conversion to the Implementation) represents a claim between Hydro’s
Remaining Activities and Hydro’s Petroleum Activities which is included in the Demerger Balance set
out in clause 3.1.



Corresponding principles as stated in the two preceding paragraphs shall apply if Hydro Companies,
in the period between the Effective Date and the Implementation, have loans from Petroleum
Companies with other interest terms than what applies to the Demerger Balance set out in clause
3.1.




3.4 Provisions regarding fiscal issues



The main principle for distribution of assets, rights and obligations set out in clause 2.1 implies
that the Merged Company assumes all historical and future rights and obligations related to the
Petroleum Activities from the Effective Date. This also includes all historical and future rights
and obligations related to fiscal issues related to Hydro’s Petroleum Activities, and regardless of
whether the matter is formally allocated to a Petroleum Company or a Hydro Company. Thus, any
rights related to payments made and any liabilities for possible changes in taxation from previous
years shall be allocated to the Merged Company if the basis for taxation is related to the
Petroleum Activities. Correspondingly, rights and obligations related to fiscal issues related to
Hydro’s Remaining Activities shall be allocated to Hydro. This principle shall be completed and
modified by way of the adjustment mechanisms described below.



If discrepancies from the tax return of a Petroleum Company for 2006 or changes in taxation of a
Petroleum Company for previous years result in increased (or reduced) payment of tax for a Hydro
Company, the Merged Company shall, after the tax payment has been made on demand, pay a
corresponding amount to Hydro (or vice versa) converted to NOK based on the exchange rate on the
day when the tax amount is paid. A corresponding principle shall apply if discrepancies from the
tax return of a Hydro Company for 2006 or changes in taxation of a Hydro Company for previous years
result in increased or reduced payment of tax for a company related to the Petroleum Activities.



In the event of discrepancies from the tax return for 2006 or changes in taxation for previous
years related to internal pricing, including allocation of corporate costs, between Hydro’s
Petroleum Activities and Hydro’s Remaining Activities, Hydro shall, if the change results in an
increase in taxation of Hydro’s Petroleum Activities, compensate the Merged Company with an amount
corresponding to the reduction in taxation of Hydro’s Remaining Activities, however limited to the
increase in taxation of the Petroleum Activities, converted to NOK based on the exchange rate at
the Implementation or at such later date when a claim for reimbursement is made. Correspondingly,
the Merged Company shall compensate Hydro according to the same principles if the change results in
an increase in taxation in Hydro’s Remaining Activities.



In the event of discrepancies from the tax return for 2006 or changes in the taxation for previous
years of Norsk Hydro Produksjon AS which result in a different distribution of financial items
between Hydro’s Petroleum Activities and Hydro’s Remaining Activities, Hydro shall compensate the
Merged Company for any reductions in the taxation of Hydro’s Remaining Activities as a consequence
of such changes, and the Merged Company shall compensate Hydro for any reductions in the taxation
of Hydro’s Petroleum Activities as a consequence of such changes, however limited to the
corresponding increase of taxation of the other party, converted to NOK based on the exchange rate
at the Implementation or at such later date when a claim for reimbursement is made.




 









 







In the tax jurisdictions in which it is possible, for the fiscal year 2007, to consolidate Hydro’s
Petroleum Activities and Hydro’s Remaining Activities up until Implementation, such consolidation
shall take place. Any transfers of values which in this respect take place between Hydro’s
Petroleum Activities and Hydro’s Remaining Activities shall be assessed in accordance with clause
3.2.



If a Hydro Company becomes obliged to pay taxes or charges as a result of the Merger, including in
connection with the completion of Related Transactions or other underlying transactions as a part
of the Merger, the Merged Company shall, at the Implementation or possibly later when the amount is
paid and a claim for refund is submitted to the Merged Company, pay a corresponding amount
converted to NOK based on the exchange rate at the Implementation or at such later date when a
claim for reimbursement is made.



Any payment obligations under the provisions above shall be adjusted for any taxation effects
related to the actual payment of the above-mentioned adjustments.




4. DEMERGER CONSIDERATION



As compensation for the transfer of Hydro’s Petroleum Activities, the shareholders of Hydro shall
receive 0.8622 shares in the Merged Company for each share owned in Hydro. Consideration shares
will not be issued for treasury shares owned by Hydro.



Fractions of shares will not be issued. Instead, such fractions will be gathered into whole shares
which will be sold in the market. The net proceeds shall be distributed proportionately between
those entitled to fractions.



The exchange ratio is based on the following financial conditions:





	(i)	 	Hydro’s Petroleum Activities shall be allocated a net interest-bearing debt (as defined in
section 2.10 above) of NOK 1 billion as per 1 January 2007.
	 
	(ii)	 	Statoil shall before the Implementation distribute an ordinary dividend of NOK 9.12 per share.
	 
	(iii)	 	Hydro shall before the Implementation distribute an ordinary dividend of NOK 5.0 per share.
This dividend shall be charged to the Petroleum Activities.
	 
	(iv)	 	Neither Statoil nor Hydro shall, except as otherwise stated in (i) and (ii) above and clause
5 below, distribute any dividend on its shares before the Implementation.





5. CHANGES IN CAPITAL STRUCTURE BEFORE THE IMPLEMENTATION



In the course of the period between the approval of the Merger Plan by the general meetings and the
Implementation, it is assumed that Hydro and Statoil will redeem 16,871,506 and 14,291,848 shares,
respectively, belonging to the Norwegian government and cancel such number of own shares that the
government’s ownership percentage remains unchanged. The redemption and cancellation of shares
shall be made in accordance with established practice and agreements regarding repurchase schemes
for shares entered into with the government.



On this basis, a proposition will be made to the general meeting of Hydro to reduce the share
capital before the Implementation by NOK 140,904,532 by way of cancellation of 21,627,000 own
shares and a redemption of 16,871,506 shares belonging to the government, as represented by the
Ministry of Petroleum and Energy, resulting in a share capital immediately before the
Implementation of NOK 4,567,522,433.30 divided on 1,247,956,949 shares, each with a par value of
NOK 3.66.



Correspondingly, a proposition will be made to the general meeting of Statoil to reduce the share
capital before the Implementation by NOK 50,397,120 by way of cancellation of 5,867,000 own shares
and redemption of 14,291,848 shares belonging to the government, as represented by the Ministry of
Trade and Industry, resulting in a share capital immediately before the Implementation of NOK
5,364,962,167.50 divided on 2,145,984,867 shares, each with a par value of NOK 2.50.




 









 







Otherwise, none of the Parties shall, without the prior consent from the other Party, acquire or
sell own shares or change its share capital prior to the Implementation, except for the Parties
acquisition and sale of treasury shares as part of the implementation of a share savings scheme for
the employees in accordance with established practice.




6. CHANGES IN CAPITAL STRUCTURE AS A RESULT OF THE MERGER




6.1 Reduction of the share capital in Hydro as a result of the Merger



As a part of the approval of the Merger Plan, the general meeting of Hydro shall pass the following
resolution regarding the reduction of share capital:



“The share capital of Norsk Hydro ASA shall be reduced by NOK 3,197,256,703.30 from NOK
4,567,522,433.30 to NOK 1,370,256,730 by reduction of the par value of each share from NOK 3.66 to
NOK 1.098. In executing the reduction, assets, rights and obligations shall be transferred to the
Merged Company in connection with the demerger. That portion of the distributions which exceeds the
capital reduction shall for accounting purposes be charged to the premium paid-in capital by an
amount of NOK 6,727,420,000 which corresponds to 70% of the premium paid-in capital as of 1 January
2007, whereas any excess amounts are charged to other equity.



With effect from the registration of completion of the demerger with the Register of Business
Enterprises, article 4 of the articles of association is amended to the following wording:



The share capital is NOK 1,370,256,730 divided on 1,247,956,949 shares with a par value of NOK
1.098. The shares shall be registered in the Norwegian Central Securities Depository. The board of
directors may refuse transport and take other necessary measures in order to prevent the transfer
of shares from taking place in defiance of the limitations set forth in Norwegian legislation.”




6.2 Increase of the share capital of Statoil as a result of the Merger



As a part of the approval of the Merger Plan, the general meeting of Statoil shall pass the
following resolution regarding the increase of share capital:



“The share capital shall be increased by NOK 2,606,655,590 from NOK 5,364,962,167.50 to NOK
7,971,617,757.50 by issuing 1,042,662,236 shares, each with a par value of NOK 2.50, in connection
with the demerger. The portion of the contribution which is not treated as share capital in the
accounts shall, in accordance with the continuity principle, be treated in the accounts so that the
sum of the paid in equity capital in the two companies remains unchanged after the Merger.



Subscription of the shares shall take place by way of approval of the Merger Plan by the general
meeting of Hydro.



Payment for the shares shall take place by the transfer of assets, rights and obligations from
Hydro according to the Merger Plan when completion of the demerger is registered with the Register
of Business Enterprises.



The shareholders of Statoil waive the pre-emptive right to subscribe for shares as the shares are
issued to the shareholders of Hydro as demerger consideration. Shares will not be issued to Hydro
for treasury shares owned by the company. The new shares shall entitle the holders to distributions
from the time they are issued.



The new shares shall be registered in Statoil’s register of shareholders as soon as possible after
the completion of the demerger is registered with the Register of Business Enterprises, and shall
thereafter entitle the holder to full shareholder rights in Statoil.”




 









 








6.3 Further amendments to Statoil’s articles of association as a result of the Merger



As a part of the approval of the Merger, the general meeting of Statoil shall pass a resolution
regarding amendments to the company’s articles of association so that they from the Implementation
will be in accordance with what follows in Annex 6. Amendments compared to the current
articles of association of Statoil follows from the mark-up included in Annex 7. Amendments
beyond what is necessary for the Merger are minor technical and linguistic amendments.




7. FOUNDERS AND SUBSCRIPTION CERTIFICATES



Hydro has issued founders and subscription certificates which in case of an increase of the share
capital, provided that this is permitted under applicable Norwegian legislation, give the holders a
preferential right to subscribe at the terms of subscription determined by the company. The
preferential right does not apply if the share capital increase is conducted to allot shares to
third parties as consideration for contribution of assets to the company.



The holders of the founders and subscription certificates will maintain their rights in Hydro after
the Implementation. In relation to the Merged Company, the rights of the holders of the founders
and subscription certifications will be redeemed by the Merged Company paying a redemption
consideration, upon the submission of a claim, based on the actual value of the certificates, cf.
public limited companies act section 14-9. cf. section 13-19. Hydro shall be compensated by the
Merged Company for any costs incurred by Hydro in this respect.




8. FURTHER ON THE MERGED COMPANY




8.1 Name and logo



From the Implementation, the Merged Company shall have a new name and a new logo.



The name of the Merged Company shall, from the Implementation, be StatoilHydro ASA. The board of
directors of the Merged Company shall develop a new name and a new logo which shall symbolise the
company’s business strategy, values and vision, and which shall be different from the present
companies’ names. A proposal for a new name shall be presented at the first annual general meeting
after the Implementation.



Change of name and logo shall not prevent the use of Statoil’s present name and logo in connection
with the Merged Company’s activities within the business area “energy and retail” to the extent
this is considered appropriate.




8.2 Registered office and location



The registered office of the Merged Company shall be in Stavanger. Corporate functions shall be
located in both Oslo and Stavanger, and the CEO shall have offices in both locations.




8.3 The board of directors of the Merged Company



The board of directors of the Merged Company shall consist of ten members, of which three members
shall be elected among the employees. The chairman of the board of the Merged Company shall be
Eivind Reiten. The election committee of Hydro shall nominate two and the election committee of
Statoil shall nominate four of the other members of the board.



The board of directors shall be elected for the period up until the annual general meeting of the
Merged Company in the spring 2010.




 









 








8.4 The management of the Merged Company



The CEO of the Merged Company shall be Helge Lund.



The remaining senior management shall be composed as described in Annex 2.



The composition of the remaining senior management of the Merged Company will be determined by the
current CEOs in accordance with the principle of merger of equals.



The management structure and management systems of the Merged Company will principally be based on
Statoil’s existing model.




8.5 Other corporate bodies



The Merged Company shall have a corporate assembly consisting of 18 members together with deputy
members. Six members with deputy members shall be elected by and among the employees. The election
committee of Hydro shall nominate five of the other members and two deputy members, while the
election committee of Statoil shall nominate seven of the other members and two deputy members.



The Merged Company shall have an election committee consisting of four members. The election
committee of Hydro and Statoil shall each nominate two of the members of the election committee.



The members of the corporate assembly and the election committee shall be elected for the period up
until the annual general meeting of the Merged Company in the spring 2010.




8.6 Representatives of the employees in the board of directors and the corporate assembly



The Parties will arrange for the election of employee representatives for the Merged Company’s
corporate assembly and board of directors as soon as possible after the Implementation, with the
aim of having employee representatives in these corporate bodies with experience from Hydro and
Statoil reflecting the principle of merger of equals.




9. ACCOUNTING ISSUES



The financial effective date of the Merger, with regard to the company accounts, shall be 1 January
2007, i.e. transactions in Hydro’s Petroleum Activities will from the said date, for accounting
purposes, be regarded as having been conducted on the account of the Merged Company.



The Merger is expected to be carried out with continuity for accounting purposes.



The draft opening balance for the Merged Company is included as Annex 12.




10. FISCAL ISSUES



The Merger shall for tax purposes take effect from 1 January 2007.



The Merger shall be carried out with continuity for taxation purposes in Norway.



In accordance with the requirements of section 11-8 (1) of the Norwegian Taxation Act, the nominal
and paid-in share capital is distributed in proportion to Hydro’s net values, i.e. 30% for Hydro’s
Remaining Activities and 70% for the Petroleum Activities.



Continuity for taxation purposes implies, inter alia, that taxation positions related to assets,
rights and obligations which are transferred from Hydro to the Merged Company upon the Merger will
be transferred unaltered to the Merged Company, cf. inter alia sections 11-7 (1) and 11-8 (3) and
(4) of the Taxation Act, and that the Merger will not have any immediate fiscal consequences for
Hydro’s shareholders in Norway, and, at the same time, the tax base in Hydro will remain
unaltered, with an apportionment to shares in Hydro and
shares in the Merged Company in the same ratio as the par value of the shares apportioned in
connection with the Merger, cf. section 11-7 (2) of the Taxation Act.





 









 








11. CONDITIONS FOR THE COMPLETION OF THE MERGER



Each of the Parties’ obligation to execute the Merger is contingent upon:





	(i)	 	Approval of the Merger Plan by the general meetings in Hydro and Statoil with the necessary
majority.
	 
	(ii)	 	No incidents, changes, occurrences or developments with regard to the other Party occurring
prior to the approval of the Merger Plan by the respective general meetings which materially
alter the basis for the Merger.
	 
	(iii)	 	Adequate documentation of settlement of the estimated Demerger Balance described in clause
3.1 has been presented.
	 
	(iv)	 	The Parties obtaining all necessary approvals from public authorities to execute the Merger,
and that these approvals do not contain conditions which will have a material adverse effect
for the Merged Company, unless the boards of directors of Hydro and Statoil find that the
effect of any failure to obtain approvals or any conditions imposed upon the Merged Company in
connection with such approvals will not have a material adverse effect for any of the Parties
considering the compensation that may have been agreed upon in this respect.
	 
	(v)	 	Possible third party approvals which may be necessary for the Implementation of the Merger
having been given, unless the boards of directors of Hydro and Statoil find that the effect
for the Merged Company will not have a material adverse effect for any of the Parties
considering the compensation which might be agreed upon in this respect.
	 
	(vi)	 	The deadline for objections from creditors pursuant to the Public Limited Companies Act
section 14-7, cf. section 13-15, cf. section 13-16 shall have expired for both Parties and the
position regarding any creditors who have raised objections shall have been settled, or the
District Court shall have decided that the Merger may nevertheless be executed and registered
with the Register of Business Enterprises.
	 
	(vii)	 	All conditions for Statoil’s continued listing on the Oslo Stock Exchange and the New York
Stock Exchange respectively have been, or with a reasonable degree of certainty will be,
fulfilled.




Statoil’s obligation to execute the Merger is also contingent upon Statoil having received a
written confirmation from Hydro stating that all necessary Related Transactions, including the
demerger of Norsk Hydro Produksjon AS, have been executed in accordance with the Merger Plan and as
the Parties have otherwise agreed.




12. COMPLETION OF THE MERGER



The Merger shall become effective upon registration of the notification from Statoil that the
Merger shall enter into force is registered with the Register of Business Enterprises.



Such registration in the Register of Business Enterprises shall take place on the first business
day of the subsequent month after the conditions stated in clause 11 have been satisfied. The
Merger shall lapse if such registration has not taken place at the latest 12 months after the
approval of the Merger Plan by the general meetings of Statoil and Hydro respectively, unless the
boards of directors of Hydro and Statoil agree upon an extension of the deadline.



The Parties shall to the extent necessary exchange information and otherwise cooperate with the aim
to as soon as possible fulfil the conditions for the completion of the Merger as soon as possible.




 









 








13. PLANNING OF THE INTEGRATION



The Parties have, in accordance with the Integration Agreement, established a project for the
integration under the leadership of Hilde M. Aasheim in close cooperation with Anne Therese
Hestenes, who, to the extent this will not be in conflict with competition laws, shall plan the
integration of the involved activities. The integration project shall be executed based on the
principle of merger of equals and other principles laid down in the Merger Plan.




14. RESTRICTIONS ON THE CONDUCT OF BUSINESS DURING THE TERMS OF THE MERGER PLAN



None of the Parties – nor any company controlled by any of the Parties – shall, from the time of
entering into this Merger Plan, act in contradiction to the terms and conditions set forth herein.
Neither Hydro’s Petroleum Activities nor Statoil shall, without the prior written consent from the
other Party, decide or undertake major investments, disposals (including shares or interests in
companies) or changes to its business or capital structure, or perform other acts or omissions
which are of material importance to the Merger or which fall outside the scope of ordinary course
of business. The above does not preclude acts or omissions contemplated by this Merger Plan or
which are necessary to execute the Merger.



Neither Statoil nor Hydro shall take any actions with the aim of an offer or proposal being put
forward which will be detrimental to the completion of the Merger or will reduce the probability
for the Merger being approved by their respective general meetings. Each of the Parties shall
immediately inform the other Party of any inquiries they may receive regarding possible offers or
proposals of such nature.




15. MISCELLANEOUS




15.1 Costs in connection with the Merger



All external costs incurred or to be incurred by the Hydro group in connection with the planning,
negotiation and completion of the Merger and the related division of the Hydro group, including in
connection with the completion of Related Transactions, shall be a part of the Petroleum Activities
to be transferred in the Merger. This principle includes inter alia expenses related to advisors,
expenses incurred in connection with the transfer of loans and other agreements, and any
obligations to pay taxes and charges. The principle is limited to costs related to circumstances
which Statoil has been informed of prior to the Implementation.




15.2 Settlement of balances between Hydro companies and Petroleum companies



All interest-bearing balances between Petroleum Companies and Hydro Companies shall be settled at
the Implementation. All other balances which exist at the Implementation and which are not of a
continuous commercial nature shall be settled within three months after the Implementation.




15.3 Any contracts which are formally allocated to another company than the operational
contracting party



To the extent there are agreements in which other Hydro Companies than Hydro are parties, and which
are mainly related to the Petroleum Activities, such agreements shall, unless the Parties agree
otherwise, be transferred to the Merged Company or a company appointed by the Merged Company. A
corresponding principle shall apply if Petroleum Companies are parties in agreements which are
mainly related to Hydro’s Remaining Activities. If such agreements have a positive or negative
market value, a corresponding cash consideration shall be contributed between the assignor company
and the assignee company. Simultaneously, a corresponding claim with the same amount is established
between Hydro’s Remaining Activities and Hydro’s Petroleum Activities which shall be included in
the Demerger Balance.




 









 








15.4 Liability exemption in relation to third parties



The Merged Company shall take all reasonable measures to relieve Hydro Companies from their
responsibility towards third parties, including lenders and other contracting parties, related to
the assets, rights and obligations included in the Petroleum Activities. Correspondingly, Hydro
shall take all reasonable measures to relieve the Petroleum Activities from their responsibility
towards third parties, including lenders and other contracting parties, related to the assets,
rights and obligations that are comprised by Hydro’s Remaining Activities.




15.5 Assets, rights and obligations which cannot be transferred



To the extent that the transfer of assets, rights or obligations related to the Petroleum
Activities to the Merged Company is not obtainable as a result of necessary public authority
approvals or third party approvals not having been given, and this does not prevent the completion
of the Merger according to clause 11 above, the Parties shall, to the extent possible, enter into
agreements between them which give the Merged Company similar rights and obligations towards Hydro
Companies as if the asset, right or obligation had been transferred to the Merged Company. If it is
not possible to transfer the relevant assets, rights or obligations by way of such agreements,
Hydro shall compensate the Merged Company according to the value which the relevant asset, right or
obligation represents.



The same applies if assets, rights and obligation related to Hydro’s Remaining Activities cannot be
transferred from Petroleum Companies.




15.6 Regarding guarantee liabilities



As a part of the Merger, a transfer to the Merged Company of guarantee liabilities related to
Hydro’s Petroleum Activities will take place. Statoil shall actively contribute to, including by
offering to provide similar guarantees in relation to the relevant third parties, such guarantees
being transferred to the Merged Company at the Implementation or as soon as possible thereafter.
Hydro shall also actively contribute to such transfer.



To the extent that such guarantees have still not been transferred at the Implementation, the
Parties shall enter into agreements between them which give the Merged Company the same rights and
obligations towards the relevant Hydro Company as these Hydro Companies have towards the relevant
third parties in relation to the guarantee. Such agreements shall terminate at the time when the
Hydro Companies are relieved from their guarantee liabilities.



To the extent that Hydro Companies are still liable for guarantees related to the Petroleum
Activities after the Implementation, the Merged Company shall award continuously compensate
compensation to the relevant Hydro Companies for any expenses, including bank charges, in
connection with the maintenance of the guarantees.



Corresponding principles, including the activity requirements set out in the first paragraph, shall
apply if Petroleum Companies, after the Implementation, are still liable for guarantees related to
Hydro’s Remaining Activities.




15.7 Interest on overdue payments



If any payments that in accordance with the provisions of the Merger Plan is due at the
Implementation is made at a later date on account of the fact that more time is required to
quantify the relevant amounts payable, or because the Parties cannot agree on the relevant amounts,
then interest in accordance with the figures in clause 3.1 shall be payable from the Implementation
and until payment is made. In cases where such payment is overdue although the size of the amount
is finally determined through an agreement between the Parties or a legal decision, the interest
rate shall be set 3 percentage points higher.




 









 








15.8 Handling of claims or lawsuits regarding assets, rights or obligations related to the other
party



In the event that a Hydro Company is already handling or is notified of a possible claim or lawsuit
in which the actual interest, directly or indirectly according to the provisions of the Merger
Plan, or in agreements regulating Related Transactions, lies with a Petroleum Company or the Merged
Company, the company handling or receiving the notice shall without undue delay notify the company
which it believes has the actual interest of the matter. If the company receiving such notice
declares in writing to be liable for the rights and obligations related to the possible claim or
lawsuit, this company shall be entitled to be in charge of the further handling of the case in
relation to the party submitting the claim. The same applies if a Petroleum Company or the Merged
Company is already handling or is notified of a possible claim or lawsuit in which the actual
interest, directly or indirectly according to the provisions of the Merger Plan or in agreements
regulating Related Transactions, lies with a Hydro Company.



In the event that a Hydro Company is already pursuing or accepts to submit a possible claim or
lawsuit against third parties, in which the actual interest, directly or indirectly according to
the provisions of the Merger Plan or in agreements regulating Related Transactions, lies with a
Petroleum Company or the Merged Company, the company having the actual interest shall be entitled
to be in charge of the further consideration of the case, provided that such company declares in
writing to be liable for rights and obligations related to the possible claim or lawsuit. The same
applies if a Petroleum Company or the Merged Company is already pursuing or accepts to submit a
possible claim or lawsuit against third parties in which the actual interest, directly or
indirectly according to the provisions of the Merger Plan or in agreements regulating Related
Transactions, lies with a Hydro Company. A company may only refuse to accept such pursuit or
submission of a possible claim or lawsuit if significant reasons so require.



If both parties have an actual interest in the above-mentioned claims or lawsuits, the Parties
shall clarify the further handling of the case in greater detail.



Under any circumstances, the handling of claims or lawsuits in all of the above-mentioned cases
shall take place with due handling of the interests of the other company in relation to the claim
or lawsuit.




15.9 Agreements between Hydro Companies and Petroleum Companies



A number of agreements has been, and will be, entered into between Hydro Companies and Petroleum
Companies which continue established business relations between Hydro’s Petroleum Activities and
Hydro’s Remaining Activities in a transitional period. Such agreements shall be based on common
commercial terms. If such agreements fall outside the scope of the ordinary course of business or
remain in force beyond 30 June 2008, entering into or changing such agreements is subject to
Statoil’s prior written consent. Such consent cannot be unreasonably withheld, and Statoil shall
without undue delay make a decision as to whether such consent shall be given.



The above-mentioned provisions shall not be apply to agreements related to IT/IS activities, which
will be regulated in greater detail by clause 2.5.




15.10 The parent companies’ liability for the obligations of subsidiaries



To the extent the Merger Plan or agreements regarding Related Transactions contain provisions which
according to their content must be complied with by the Parties’ respective subsidiaries, each
Party is liable for implementing the legal and actual measures necessary in order to ensure that
their respective subsidiaries act in accordance with the provisions in question.



Furthermore, each Party shall on a joint and several basis be liable for the obligations of its
subsidiaries under the Merger Plan or agreements regarding Related Transactions.




15.11 Use of the name Hydro etc.



The Parties shall enter into a separate agreement regarding the Merged Company’s use of the name,
logo etc. of Hydro and its subsidiaries, including in relation with clause 8.1. Such agreement
shall contain customary terms
and conditions for use, including limitation of the duration of such use. The right to use the
name, logo etc. is limited by any rights held by third parties.




 









 








15.12 Archive material



Hydro and the Merged Company shall grant each other access to copy all accounting records and other
archive material to the extent that the party not having such material in its possession reasonably
requests such copying for the purpose of its accounting, legal obligations or conduct of business.




15.13 Industriforsikring



The shares in Industriforsikring shall remain in Hydro after the Merger. However, after the Merger
Industriforsikring shall demerge (a) all rights and obligations related to the insurance of the
Petroleum Activities, including rights and obligations in connection with the membership in OIL,
and (b) a proportionate share of Industriforsikring’s assets. The Merged Company or any of its
subsidiaries shall, after the demerger of Industriforsikring has been executed, acquire according
to a special agreement the company which is demerged from Industriforsikring for a cash amount
equal to this company’s value adjusted equity.




15.14 Norsk Hydro Canada Inc.



In connection with the transfers of the ownership interests in Norsk Hydro Canada Inc. (“NHCI”), it
is established, at the Effective Date, an interest-bearing claim against Hydro’s Remaining
Activities allocated to Hydro’s Petroleum Activities corresponding to USD 35 million for coverage
of cost related to the close down of NHCI. This claim shall not be included in the calculation of
net interest-bearing debt as described in clause 2.10, but shall be included in the settlement
according to clause 3.1. Moreover, Hydro shall compensate the Merged Company for any costs incurred
related to close down which exceed USD 35 million. The Merged Company, on the other hand, shall
compensate Hydro for 50% of the value of the final realized tax positions of NHCI.




15.15 Insurance



Hydro shall ensure that the Petroleum Activities keep the relevant insurances on corresponding
terms up until Implementation.




15.16 Changes to the Merger Plan



The boards of directors of Hydro and Statoil may, on behalf of the general meetings, carry out
minor changes to the Merger Plan, including changes to the time schedule as set out in clause 1.5,
provided that the changes are not detrimental to the shareholders and do not have financial impact
to the Merger.



To the extent that the technical implementation of the Merger results in an unforeseen situation
with regard to obtaining approvals or endorsements from public authorities or third party consents,
the boards of directors of Hydro and Statoil may adjust the technical implementation of the Merger
as described in the Merger Plan, provided that such adjustments are not detrimental to the
shareholders and do not have financial impact to the Merger.




15.17 Confidentiality and information



All information which has been, and will be, received from the other Party in connection with the
process related to the Merger, and which is not publicly known, shall be treated as confidential
and shall not be used for purposes other than the Merger. This does not prevent submission of such
information required by law or regulations. In such cases the Party which is obliged to give such
information shall, if possible, consult the other Party before such information is given.



Information to the public and the relevant stock exchanges related to the Merger shall be given
jointly by the Parties.




 









 








15.18 Termination of the Merger Plan



The Demerger Plan shall terminate if it is terminated due to the conditions for the Merger not
being possible to fulfil or due to material breach. The provisions of the Merger Plan shall not
limit the Parties’ right to declare themselves not bound by the Merger Plan according to general
contract law.



The Parties shall cooperate on the information given about a possibly termination of the Merger
Plan. When preparing and presenting information, the opinions and interests of both Parties shall
be taken into consideration.



15.19 Disputes



The Parties shall endeavour to settle disagreements in connection with the Merger Plan amicably.
Disputes shall, if the Parties do not agree otherwise, be settled by arbitration in Oslo. The
arbitration proceedings and the award of the arbitration tribunal shall be subject to the
provisions of clause 15.17.




* * * * *



 



This Merger Plan is signed in two copies, of which Hydro and Statoil shall retain one copy each.




Oslo, 12 and 13 March 2007




	 	 	 
	The board of directors of Norsk Hydro ASA

	 	The board of directors of Statoil ASA
	 
	 	 
	Jan Audun Reinås

	 	Jannik Lindbæk
	/s/ Jan Audun Reinås

	 	/s/ Jannik Lindbæk
	 

	 	 
	Elisabeth Grieg

	 	Karin Cecilie Kullmann Five
	/s/ Elisabeth Grieg

	 	/s/ Karin Cecilie Kullmann Five
	 

	 	 
	Terje Friestad

	 	Finn Arild Hvistendahl
	/s/ Terje Friestad

	 	/s/ Finn Arild Hvistendahl
	 

	 	 
	Håkan Mogren

	 	Knut Åm
	/s/ Håkan Mogren

	 	/s/ Knut Åm
	 

	 	 
	Kurt Anker Nielsen

	 	Grace Montgomery Reksten Skaugen
	/s/ Kurt Anker Nielsen

	 	/s/ Grace Montgomery Reksten Skaugen
	 

	 	 
	Geir Nilsen

	 	Ingrid Beichmann Wiik
	/s/ Geir Nilsen

	 	/s/ Ingrid Beichmann Wiik
	 

	 	 
	Sten Roar Martinsen

	 	Marit Arnstad
	/s/ Sten Roar Martinsen

	 	/s/ Marit Arnstad
	 

	 	 
	Grete Faremo

	 	Lill Heidi Bakkerud
	/s/ Grete Faremo

	 	/s/ Lill Heidi Bakkerud
	 

	 	 
	Lena Marie Olving Öhberg

	 	Morten Svaan
	/s/ Lena Marie Olving Öhberg

	 	/s/ Morten Svaan
	 

	 	 
	 

	 	Claus Clausen
	 

	 	/s/ Claus Clausen
	 

	 	 





 









 





ANNEXES:





	1.	 	Overview of companies related to the Petroleum Activities
	 
	2.	 	Overview of the group management of the Merged Company
	 
	3.	 	The articles of association for Norsk Hydro ASA (as of today’s date)
	 
	4.	 	Draft articles of association for Norsk Hydro ASA (at the Implementation)
	 
	5.	 	The articles of association for Statoil ASA (as of today’s date)
	 
	6.	 	Draft articles of association for the Merged Company (at the Implementation)
	 
	7.	 	Changes in relation to the currently applicable articles of association for Statoil ASA and
draft articles of association for the Merged Company (at the Implementation) with mark-ups
	 
	8.	 	The board of directors’ reports on the Merger
	 
	9.	 	Expert statements on the Merger Plan
	 
	10.	 	Norsk Hydro ASA’s annual accounts, annual report and auditor’s report for 2003, 2004 and
2005, as well as the accounts for 2006, audited and approved by the board of directors,
(interim balance)
	 
	11.	 	Statoil ASA’s annual accounts, annual report and auditor’s report for 2003, 2004 and 2005, as
well as the accounts for 2006, audited and approved by the board of directors, (interim
balance sheet)
	 
	12.	 	Draft opening balance for the Merged Company
	 
	13.	 	Auditor’s statement regarding the draft opening balance of the Merged Company
	 
	14.	 	Auditor’s statement stating that after the reduction of the share capital of Norsk Hydro ASA,
there will be full coverage for the company’s undistributable equity.