COMPANY BYLAWS for Nordic Petroleum AS (per June 8th 2011)
The name of the company is Nordic Petroleum AS.
The Company’s business offices are located in Bærum.
The Company’s aim/purpose is international oil activities in connection with offshore- and land based oil resources, including exploration activities, production, marketing and sales of oil and gas, and business activities naturally connected to these, including owning and operating other companies within the same industry.
The shareholding capital is NOK 19.868.458,30 divided between 397.369.166 shares each with a par value of NOK 0,05.
The Company’s shares shall be registered in Verdipapirsentralen (VPS) (Norwegian Central Securities Depository)
Chairman, Deputy Chairman and remaining members of the Board of Directors shall be voted in by the General Meeting of shareholders. The Company’s Board of Directors shall consist of 3-5 members, according to the General Meeting resolutions. The Company’s signature shall be authorized to the Chairman alone, or by two members of the Board in union.
The board can grant power of attorney.
The shares can be traded freely. The Companies Act states that the Board must agree to any equity acquired and that shareholders have pre-emptive rights. It has been agreed that this will not apply to sales of Company shares, see Companies Act § 4-15 (2).
Shareholders attending the Company’s General Meeting must give written and signed notice to the Company within end of day 3 before the announced date for the General Meeting.
At the ordinary shareholders’ general meeting the following agenda items shall be considered and resolved:
a) Financial statement and balance sheet
b) Allocation of profit or covering of loss, according to the approved balance sheet, and distribution of dividend.
c) Elect the board and auditor.
d) Further debate and decide other matters which according to applicable laws and regulations belong under the purview of the shareholders general meeting.
Otherwise, the Companies Act shall at all times apply.
Documents to be considered at the General Meeting will be made available on the company website. Thus the Company can be exempted from the statutory rule that these should be sent to the shareholders.