§ 1

The name of the company is Powel ASA. It is a publicly owned company (ALLMENNAKSJESELSKAP).

§2

The company’s place of business is Trondheim.

§3

The purpose of the company is to undertake software activities related to energy supply, industry and public administration in Norway and overseas. In addition activities related to these fields.

§4

The company’s share capital is NOK 19,172,933,- consisting of 19,172,933 shares, each with a nominal value of NOK.1.00 fully paid-up and registered at the Norwegian Registry of Securities .

§5

The company’s Board of Directors shall consist of 3 to 10 members in accordance with the decisions of the Annual General Meeting. Authority to sign on behalf of the company is held by the Chairman of the Board of Directors or two Board members jointly. The Board may confer power of attorney.

§6

An ordinary Annual General Meeting shall be held each year before the end of the month of May.
An ordinary Annual General Meeting may deal with and make decisions on the following matters:

a) Approval/adoption of the profit and loss account and balance sheet
b) Appropriation of the annual profit or covering of any loss in relation to the approved balance sheet, as well as the distribution of dividends
c) Election of the Board of Directors and establishment of the Board’s remuneration
d) Any other matters which, by law, are matters for the Annual General Meeting

§7

The company’s Annual General Meeting shall be led by the company’s Chairman of the Board, or that person to whom he/she gives the requisite authority. The Annual General Meeting shall be held either in the Municipality of Trondheim or the Municipality of Oslo.

§8

Whosoever by way of acquisition comes to own shares which amount to more than 30% of the voting rights in the company is obliged to offer to purchase the remaining shares in the company. In deciding the question as to whether the limit of 30% has been exceeded, the rules governing consolidation of ownership shares and exemption from the mandatory offer of shares to all other shareholders, current rules governing this offer within listed companies under Norwegian law, shall apply

Given that the Board of Directors advises the purchaser, it may withhold permission to the acquisition to ensure that the purchaser observes the mandatory duty to offer shares. If this does not take place, then the Board may refuse permission to purchase.

In the case of any offer to purchase the remaining shares in the company, the relevant regulations governing the mandatory offer to all other shareholders for listed companies apply to the extent that these are relevant; including the rules for determining prices and implementation.

In cases of doubt the Board of Directors will determine whether the offer put forward is in accordance with the provisions in this paragraph.

Trondheim, October 16th 2005