Articles of Association

§ 1

The Company’s name is Solstad Offshore ASA. The company is a public limited company.

The Company’s registered office is in the municipality of Karmøy. The Board can determine whether the Annual General Meeting is to be held in Haugesund or Oslo.

The Company is a firm of ship owners, and related services, as well as share ownership and participation with other companies with similar activities.

The Company’s share capital is NOK 75,588,320 divided into 37,794,160 shares of NOK 2.00 each. The company’s shares must be registered with the Central Register of Stocks and Shares.

The Board must consist of between three and seven members. The Chairman and Deputy Chairman have individual signatory authority to sign on behalf of the Company.

The Annual General Meeting is called to consider:

1. Endorsement of the profit and loss account and balance sheet, distribution of the year’s profits or the cover of any deficit.

2. Endorsement of the Group accounts.

3. Any other business where, in accordance to prevailing law or the Articles of Association, the Annual General Meeting is the appropriate forum.

The Articles of Association are subject to prevailing Norwegian law.