1. Company name
The name of the company is PA Resources AB (publ).
2. Registered office
The registered office of the company shall be located in the Municipality of Stockholm, County of Stockholm.
3. Activities of the company
The company shall itself, through affiliated companies or in collaboration with others pursue prospecting business, extract oil and gas and own and administer concessions, stocks and shares in companies who pursue prospecting- and extracting business and be engaged in other activities related thereto.
4. Share capital
The share capital shall be not less than 200,000,000 Swedish Kronor and not more than 800,000,000 Swedish Kronor.
5. Number of shares
The number of shares in the company shall not be lower than 400,000,000 and not more than 1,600,000,000.
6. Board of Directors
The Board of Directors shall consist of three (3) to eight (8) members with no more than eight (8) alternate (deputy) members.
7. Auditors
For examination of the company’s annual report and accounts as well as the management by the Board of Directors and the managing director a registered public accounting firm or one (1) or two (2) auditors with no more than two (2) alternate auditors shall be appointed.
8. Notice convening the general meetings of shareholders
Notice convening a general meeting shall be made by announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and in Dagens Industri.
9. Advance notification of participation in general meeting of shareholders
Shareholders who wish to participate in the proceedings of the general meeting of shareholders must be included in a transcript or other representation of the entire shareholders’ register not later than five business days prior to the general meeting and have to give notice to the company of their participation not later than 4 pm on such day that is stipulated in the notice convening the general meeting of shareholders. Such day must not be a Sunday or other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and must not fall prior the day falling five weekdays prior to the general meeting.
Shareholders may be accompanied by one or two assistants provided that the shareholder has so notified the company in accordance with the previous paragraph.
10. The presence of individuals not being shareholders at the general meetings of shareholders
The Board of Directors may decide that anyone who is not a shareholder in the company may, on such conditions as the Board of Directors may specify, be granted the right to attend or in other ways follow the proceedings of the general meeting of shareholders.
11. Collection of proxies
The Board of Directors may collect proxies at expense of the company in accordance with chapter 7 section 4 item 2 of the Swedish Companies Act (2005:551).
12. Shares to be CSD registered
The shares of the company shall be registered in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479).
13. Annual meeting
The annual general meeting of shareholders shall take place annually no later than six months after the expiry of the financial year.
Proceedings at the annual general meeting of shareholders shall consider the following matters:
a) Election of a Chairman of the General Meeting.
b Preparation and approval of the voting list.
c) Approval of the agenda.
d) Election of one or two persons to approve the minutes.
e) Consideration of whether the general meeting has been properly convened.
f) Presentation of the annual accounts, the auditor’s report and, where applicable, the consolidated accounts and the auditor’s report thereon.
g) Resolutions:
(i) Regarding adoption of the profit and loss account, the balance sheet and, where applicable, the consolidated profit and loss account and the consolidated balance sheet,
(ii) regarding applications of the company’s profit or loss according to the adopted balance sheet, and
(iii) regarding discharge from liability for the directors and the managing director.
h) Determination of the number of directors and alternate directors and, where applicable, the number of auditors and alternate auditors.
i) Determination of fees for directors and auditors.
j) Election of a board of directors and, where applicable, appointment of auditors, and alternate auditors, if any.
k) Other matters relevant to the general meeting according to provisions of the Swedish Companies Act (2005:551) or the company’s Articles of Association.
14. Financial year
The financial year of the company shall be calendar year.
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These Articles of Association were adopted at the Extraordinary general meeting of shareholders 3 August 2010.