ARTICLES OF ASSOCIATION
Matra Petroleum AB, reg. no. 559082-2689
§ 1 Company name
The name of the company is Matra Petroleum AB. The company is a public company (publ).
§ 2 Registered office
The board of directors shall have its registered office in the municipality of Stockholm, Stockholm county.
§ 3 Object of the company
The company shall own and manage chattels and real property and carry out consulting services within the oil industry and as parent company lead and administrate such operations and carry out any other business incidental or related to the foregoing activities.
§ 4 Share capital
The share capital shall not be less than SEK 34,000,000 and not more than SEK 136,000,000.
§ 5 Number of shares
The number of shares shall not be less than 34,000,000 and not more than 136,000,000.
§ 6 Board of directors
The board of directors shall consist of a minimum of three and a maximum of eight directors.
§ 7 Auditors
The company shall have one or two auditors with no more than two deputy auditors or one or two registered accounting firms.
§ 8 Convening of a general meeting
Notice of general meetings shall be made by announcement in the Official Swedish Gazette and by posting the notice on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
Notice of the annual general meeting and extraordinary general meeting where an amendment of the articles of association will be considered shall be given no earlier than six weeks and no later than four weeks prior to the general meeting. Notice of other extraordinary general meetings shall be issued no earlier than six and no later than two weeks before the general meeting.
§ 9 Attendance at general meetings
A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share ledger as of five (5) weekdays before the meeting, and notify the company of his/her, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting
§ 10 Collection of proxies and voting by post
The board of directors may collect proxies at the company´s expense in compliance with the procedure set out in chapter 7 section 4 paragraph 2 of the Swedish Companies Act (2005:551).
The board of directors may resolve, ahead of a general meeting of the shareholders, that the shareholders shall be entitled to exercise their voting rights by post prior to the meeting.
§ 11 Matters of the annual general meeting
The annual general meeting shall be held annually within six months after the end of the financial year. At the annual general meeting, the following matters shall be considered:
1. Opening of the meeting.
2. Election of chairman of the meeting and appointment of the keeper of the minutes.
3. Preparation and approval of the voting list.
4. Election of one or more persons to certify the minutes.
5. Examination of whether the meeting has been properly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditors’ report and the group annual report and the group auditor’s report.
8. Resolutions regarding:
a. adoption of income statement and balance sheet and the group income statement and the group balance sheet,
b. decision regarding the profit or loss of the company in accordance with the adopted balance sheet, and
c. discharge from liability of the board of directors and the managing director.
9. Determination of the number of directors and auditors and any deputies.
10. Determination of fees to the board of directors and to the auditors.
11. Election of the board of directors and auditors and any deputies.
12. Any other matter to be dealt with by the meeting according to the Swedish Companies Act or the articles of association.
§ 12 Financial year
The fiscal year of the company shall be 1 January – 31 December.
§ 13 Central Securities Depository registration
A shareholder or nominee that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first § item 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 the Swedish Companies Act (SFS 2005:551).
These articles of association have been adopted at the extra general meeting on 8 February 2017.
Note: The English translation is for convenience only and in case of any discrepancy, the Swedish text shall control.