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Articles of association

(Corporate identity no. 556468-1491)

 Adopted at the annual general meeting of shareholders on 17 May 2010.

 

§ 1 Name
The company's name is Shelton Petroleum AB. The company is a public company (publikt).

 

§ 2 Registered office
The company's registered office shall be situated in Stockholm.

 

§ 3 Objects of the company's business
The objects of the company's business are to carry out production, prospecting and distribution of natural sources as well as management and ownership of such licenses in its own name or via subsidiaries or through smaller partnership shares or other forms of cooperation, including any other activity compatible therewith.

 

§ 4 Share capital
The company's share capital shall be a minimum of SEK 38 000 000 and a maximum of SEK 152 000 000.

The share capital shall be divided into two series, A and B. A-shares entitle the holder to ten (10) votes per share, whereas B-shares entitle the holder to one (1) vote per share.

The quantity of A-shares and B-shares shall be issued in such a way that either A-shares or B-shares correspond to the total number of shares in the company.

If the company decides to issue new A-shares and B-shares as payment other than non-cash consideration, holders of A-shares and B-shares, respectively, shall be given right of first priority to subscribe to new shares of the same series type in relation to the number of shares the holder previously held (primary right of precedence). Remaining shares not subscribed to under primary right of precedence shall be offered for subscription to all shareholders (subsidiary right of precedence). If shares offered in this way are insufficient in quantity to be subscribed to under subsidiary right of precedent, then the shares shall be divided between subscribers in relation to the number of shares they previously held and, to the extent such division is not possible, they shall be distributed by lottery.

If, as payment other than non-cash consideration, the company decides to issue either solely A-shares or B-shares or share options or convertible notes or shares, all shareholders regardless of their share series type shall have  right of precedence to subscribe to such new shares, options or convertible notes or shares, in relation to the number of shares they previously held.

The above shall not entail any restriction on the company's ability to decide on non-preferential rights issuances.

Upon an increase in share capital due to a bonus share issuance, new shares shall be issued for each share type in relation to the number of shares of each type that existed previously. Upon such issuance, old shares of one type shall entail the right to new shares of the same type. This shall not entail any restriction on the company's ability to issue shares of a new series type via a bonus share issuance, once it has amended the company's articles of association accordingly

 

§ 5 Share conversion
A-shares shall be converted to B-shares upon the demand of A-shareholders.

A conversion request is submitted to the company's board of directors, which in any event considers the matter at the first board meeting of the calendar year. If the request is granted, the board shall register the conversion without delay and shall have implemented the conversion by the time it is registered. The board of directors may nonetheless consider a request for the conversion of A-shares to B-shares at other meetings of the board during the year.

 

§ 6 Number of shares
The number of shares shall be a minimum of 380 000 000 and a maximum of 1 520 000 000..

 

§ 7 The board of directors
The board of directors shall consist of at least three (3) and at most eight (8) members. A nomination committee shall nominate persons for election to the board. The criteria for appointment of members to the nomination committee shall be decided at the meetings of shareholders.

 

§ 8 Auditor
The company's annual report, as well as the director's report and board's statement shall be reviewed by one to two auditors and at most two deputy auditors, who are appointed at the company's annual general meeting.

 

§ 9 Financial year
The company's financial year shall be the calendar year.

 

§ 10 Notice to attend meetings
Notice of the 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 sooner than four weeks before the meeting. Notice of any other Extraordinary General Meetings shall be given not earlier than six weeks and not sooner than two weeks before to the meeting. Notice convening any meeting  shall be given through announcement in the Post- och Inrikes Tidningar (the Swedish Official Gazette) and in Svenska Dagbladet.

 

§ 11 Participation at general meeting of shareholders
Shareholders who wish to participate in a General Meeting of shareholders shall give notice to the company of his or her intention to participate in the meeting no later than 16.00 the day that is set forth in the notice of the meeting. The aftorementioned final day shall not be a Sunday nor any other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and shall not fall prior to the fifth weekday before the meeting.
§ 12 Annual General Meeting
The annual general meeting shall be held annually within six months after the end of the financial year. The order of business of the ordinary general meeting shall comprise the following:
1) Election of the chairman of the meeting
2) Preparation and approval of the list of shareholders entitled to vote at the meeting
3) Appointment of one or two persons to verify the minutes of the meeting
4) Determination of whether the meeting has been properly convened
5) Approval of the proposed order of business
6) Presentation of the annual report and auditor's report and, where applicable, the consolidated annual report and the auditor's report for the group
7) Adoption of resolutions concerning:
a) the adoption of the company's income statement and balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet
b) the appropriation of the company's profit or loss result, in accordance with the adopted balance sheet; and
c) granting of a discharge from liability for the members of the board and the managing director
8) Determination of the number of board members and, where applicable, the auditor and any deputies to be elected at the meeting
9) Setting of remuneration for the board members and the auditors
10) Declaration of board candidates' commitments and interests in other companies; election of board members and, where applicable, the auditor and any deputies.
11) Any other business which is to be transacted at the general meeting pursuant to the Swedish Companies Act or the articles of association.

§ 13 Control share register

In accordance with Swedish law (1998:1479) on accounting of financial instruments, company shares must be registered in a control share register.