Articles of Association for NextGenTel Holding ASA

(of September 05 2006)

§ 1 Name

The name of the company is NextGenTel Holding ASA. The company is a public limited
liability company.

§ 2 Registered office

The company’s registered office is in Bergen municipality.

§ 3 Object

The object of the company is to conduct business as a net operator and service- and contents supplier within telecommunication and internet, with related services within telephony (IPtelephony, traditional telephony, nationally/internationally), consulting services, mobile services, and other services/products connected to the business activities, including management and maintenance of broadband network (radio/cable/fiber/xDSL/satellite/ mobile) and access net, and participation in companies with businesses activities within the same business areas, and everything related to the aforementioned activities.

§ 4 Share Capital

The share capital is NOK 28,895,729, divided on 28,895,729 shares of NOK 1 each. The
shares shall be registered in the Norwegian Registry of Securities, VPS .

§ 5 The negotiability of the shares

The company’s shares are transferable without restrictions.

§ 6 The Board of Directors

The Board of Directors shall consist of 5 to 8 members according to decision of theShareholder’ Meeting.

The General Assembly shall elect the Board of Directors, and simultaneously also a Nomination Committee containing at least 2, maximum 4 members. The members of the Nomination Committee are elected for one year. The responsibility of the Nomination Committee is to give recommendations to shareholder elected members and possibly deputy board members, and also propose the board member fees. The Nomination Committee shall submit the recommendation to the Chairman of the Board at least 2 weeks before the General Assembly.

§ 7 General Manager

The company shall have one general manager.

§ 8 Signature

Power of signature for the company is exercised by two shareholder elected members of the Board jointly. The Board may grant power of procuration. .

§ 9 The General Meeting

The ordinary Shareholders’ Meeting shall consider and decide the following matters:

  1. Approve the profit and loss account, the balance sheet and the annual report
  2. Allocation of profit and cover of loss in accordance with the approved balance sheet, as well as distribution of share capital.
  3. Election of the Board of Directors.
  4. Other matters specified by statue for consideration by the Shareholders’ Meeting.

General Meetings of the company may, in addition to the municipality in which the company has its registered office, and subject to the decision of the Board, also be held in Oslo.