Articles of Association
The name of the Company is Petrogrand AB (publ).
§2. Registered office
The board of directors shall have its registered office in Stockholm.
§3. Object of the Company
The Company shall in its own name, directly or through subsidiaries – have as its objects to conduct production and/or prospecting of oil, gas and minerals, acquire, own and manage immovable- and movable property, acquire and manage shares and other company participation rights, carry on trade with shares and other securities and conduct other with the mentioned businesses compatible businesses, within and outside Sweden.
§4. Share capital
The share capital of the Company shall be at least SEK 10,000,000 and at most SEK 40,000,000.
§5. Share number
The number of shares in the Company shall be at least 20,000,000 and at most 80,000,000.
§6. Board of directors and Auditors
The board of directors shall consist of three to ten members with up to two deputy directors. The The Company shall have one to two auditors with or without deputy auditors.
Notice convening General Meeting of shareholders shall be given through announcement in the Post- och Inrikes Tidningar (the Swedish Gazette) and on the Company's website. At the time of the notice, information on that the notice has been issued shall be announced in Svenska Dagbladet.
Notice of Annual General Meeting and any Extraordinary General Meeting at which a proposal for amendment of the articles of association is to be considered shall be given not earlier than six weeks and not later than four weeks before the meeting.
§8. Annual General meeting
Annual general meeting shall be held no later than six month before the end of the financial year. At an annual general meeting the following matters shall be dealt with:
1. Election of a chairman at the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one to two persons to attest the minutes.
5. Determination as to whether the meeting has been duly convened.
6. Presentation of the annual statement of accounts and the auditor's report and the consolidated profit and loss statement and consolidated balance sheet.
7. Resolutions in respect of:
a. adoption of the profit and loss statement and the balance sheet.
b. appropriation of the company's profit or loss according to the adopted balance sheet.
c. discharge of the directors and managing director from liability.
8. Resolutions in respect to the fees payable to the board of directors and to the auditors.
9. Election of the board members and, where applicable, of auditors and possible deputy auditors.
10. Other matters which should be addressed by the Annual General Meeting according to the Swedish Companies Act or the Articles of Association.
§9. Financial year
The financial year shall be January 1 – December 31.
§10. Participation in a Shareholder's meeting
The right to attend the Shareholder's meeting belongs to a person who is recorded as a shareholder in a print-out or other manifestation of the share register five weekdays before the meeting, as well as gives notice of attendance and that of any deputy to the company no later than 4:00 PM the day that is set forth in the notice of the meeting. The last-mentioned day shall not be a Sunday, or any other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and not falls prior to the fifth weekday before the meeting. Representatives don't have to report the number of assistants. The number of assistants should be no more than two.
§11. Outsiders participation in the Shareholder's meeting
The board of directors has a right to decide that a person, who is not a shareholder in the company, under the conditions settled by the board, has a right to participate or in another way follow negotiations of the Shareholder's meeting.
§12. Record date provision
Shares of the company shell be registered in the share register in accordance with the Financial Instruments Accounts Act (1998:1479).
This is a translation of the Swedish version. In case of any discrepancy between the English and the Swedish version, the Swedish version shall take precedence.