Notice of AGM

RNS Number:0749U
Bergesen d.y. ASA
5 April 2002


NOTICE OF THE ANNUAL GENERAL MEETING

SHAREHOLDERS ARE HEREBY INVITED TO ATTEND THE ANNUAL GENERAL MEETING OF BERGESEN
D.Y. ASA TO BE HELD WEDNESDAY 24 APRIL 2002 AT 1 P.M. AT THE COMPANY'S OFFICE,
DRAMMENSVEIEN 106 IN OSLO


AGENDA:

1) Approval of the call for the meeting and the agenda.
2) Election of two persons to sign the protocol together with the Chairman.
3) Approval of the annual accounts for 2001 including the company's and the 
   group's income statement and the balance sheet with notes including 
   distribution of dividend.
4) Adoption of remuneration to the Board of Directors and the Auditor.
5) Reduction of the share capital with NOK 8,497,500 by deletion of totally 
   3,399,000 own shares divided into 2,866,860 A-shares and 532,140 B-shares.
6) Changes of the Articles of Association
   Article 4 is amended to read:
   The Company's share capital is NOK 149,055,140 divided into 59,622,056 
   shares, each of NOK 2.50 par value, consisting of 42,174,200 A-shares 
   totalling NOK 105,435,500 and 17,447,856 B-shares, totalling NOK 43,619,640.
   A-shares each carry one vote at General Meetings, B-shares are non-voting 
   shares. Otherwise A- and B-shares represent entirely equal rights.
7) Proposal to grant the Company's Board of Directors Power-of-Attorney to let 
   the Company acquire A- and/or B-shares in the Company at a total nominal 
   value of up to NOK 14,905,514.
   The highest and lowest amount to be paid for each share, irrespective of 
   class of shares, shall be NOK 300.- and NOK 2.50.
   The Board of Directors shall be free to elect the means for acquisition or 
   sale of shares in the Company.
   The Power-of-Attorney shall be valid for 18 months from the time it has been 
   granted.
8) Election of 2 members to the Board of Directors. Mr. Morten Sig. Bergesen and 
   Mr. Petter C.G. Sundt have accepted to be re-elected.
9) Election of Chairman and Vice Chairman of the Board of Directors.

The Annual General Meeting will be opened and conducted by the Chairman of the
Board of Directors. Shareholders wishing to attend the Annual General Meeting in
person or by proxy are requested to complete the reply coupon, which
should be sent to Den norske Bank ASA, Verdipapirservice, N-0021 Oslo, telefax
no. +47 22 48 11 71. Notice of attendance must be received by Den norske Bank no
later than 1 p.m. on Monday 22 April 2002. With regard to rights of attendance
and voting we refer you to The Norwegian Public Limited Companies Act, in
particular Article (Chapter) 5.


The Board of Directors



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