**EXHIBIT 1**
Translation from Norwegian
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
TELENOR ASA
(Last amended 12 February 2004)
§ 1
The Company’s name is Telenor ASA. The Company is a public limited company.
§ 2
The Company’s registered office is in the municipality of Baerum, Norway.
§ 3
The Company’s objects are to carry on a telecommunications business and anyother business related thereto. The business may be carried on by the Companyitself, or by its subsidiaries, or through participation as a joint venturepartner in other companies or in co-operation with other companies.
§ 4
The Company’s share capital is NOK 10,827,875,664.00 divided into 1,804,645,944shares of a nominal value of NOK 6 each.
§ 5
The number of Directors shall be at least five but may not exceed eleven.
§ 6
The Chairman of the Board of Directors or the Vice-Chairman and one othermember of the Board are authorised jointly to sign for the Company.
 

 

§ 7
The Company shall have a Corporate Assembly of 15 members. The members and thedeputy members shall be elected for a term of 2 years. 10 members and threedeputy members for those members shall be elected by the General Meeting. Fivemembers and two observers with deputy members shall be elected by and fromamong the employees according to the rules in the Regulations to the Actrelating to Public Limited Companies (Norway) governing the employees’ right ofrepresentation on the board of directors and corporate assemblies of publiclimited companies, etc.
§ 8
The Company’s General Meeting shall be chaired by the Chairman of the CorporateAssembly.
The Annual General Meeting shall be held before the end of June each year. TheAnnual General Meeting shall be called with at least two weeks’ written notice.The notice of the meeting shall be accompanied by the agenda. Shareholderswishing to attend the Annual General Meeting must, subject to further decisionof the Board, notify the Company to that effect no later than three days priorto the Annual General Meeting.
The Annual General Meeting shall transact the following business:
 1. Approval of the financial statements and annual report, includingdistribution of dividend.  2. Other business which under Norwegian law or the Articles of Associationfalls under the Annual General Meeting.
The Company’s General Meetings may be held in the municipality of Oslo, Norway.
§ 9
The Company shall have an Election Committee. The task of the ElectionCommittee is to submit nominations to the General Meeting for the election ofshareholder-elected members and deputy members to the Corporate Assembly, andto submit nominations to the Corporate Assembly for the election ofshareholder-elected members and deputy members to the Board of Directors.
The Election Committee shall consist of four members who must be shareholdersor representatives of shareholders. The Chairman of the Corporate Assembly is apermanent member and Chairman of the Election Committee. Two members shall beelected by the General Meeting, and one member shall be elected by and fromamong the shareholder-elected members and deputy members of the CorporateAssembly. The members of the Election Committee shall be elected for a term oftwo years.
Subject to motion from shareholder-elected members of the Board of Directors,the shareholder-elected members of the Corporate Assembly may adoptinstructions for the Election Committee.