Articles of Association for Panoro Energy ASA
(as of May 27, 2016)
§ 1 The name of the company
The name of the company shall be Panoro Energy ASA. The company is a public limited liability company.
§ 2 The business of the company
The company’s business shall consist of exploration, production, transportation and marketing of oil and natural gas and exploration and/or development of other energy forms, sale of energy as well as other related activities. The business might also involve participation in other similar activities through contribution of equity, loans and/or guarantees.
§ 3 Registered office
The company’s registered office is in the municipality of Oslo.
§ 4 Share capital and shares
The share capital of the company is NOK 2,125,109.80 divided on 42,502,196 shares each with a nominal value of NOK 0.05, fully paid and payable to registered owner.
The company’s shares shall be registered in the Norwegian Registry of Securities, Verdipapirsentralen (VPS).
§ 5 Board of directors
The board of directors consists of 3 to 8 members.
§ 6 Signature
The power to sign for the company is exercised by the chairman of the board alone or by two board members jointly.
§ 7 Annual general meeting
The following matters will be considered and decided by the annual general meeting:
- Approval of the profit and loss statement and balance sheet, including application of the profit for the year or coverage of the loss for the year.
- Election of board of directors and auditor, and determination of their remuneration.
- Other issues which pursuant to law or the articles of association are to be decided by the annual general meeting.
If documents that shall be considered at the general meeting are made available to the shareholders on the company’s website, the Companies Act request to send these documents to shareholders does not apply. This shall also apply for documents that, pursuant to law or regulations, shall be included in or attached to the notice of the general meeting. A shareholder may nevertheless upon request to the company have the documents that shall be considered at the general meeting sent free of charge by mail.
Registrations for the company’s general meetings must be received at least five calendar days before the meeting is held.
An owner with shares registered through a nominee approved pursuant to Section 4-10 of the Norwegian Public Limited Companies Act has voting rights equivalent to the number of shares which are covered by the nominee arrangement provided that the owner of the shares no later than five working days before the General Meeting provides the Company with his name and address together with a confirmation from the nominee to the effect that he is the beneficial owner of the shares held in the nominee account, and provided further the Board of Directors shall not disapprove such beneficial ownership after receipt of such notification.
§ 8 Nomination committee
The company shall have a nomination committee consisting of 2 to 3 members to be elected by the annual general meeting for a two year period. The majority of the nomination committee shall be independent of the board of directors and the day-to-day management. The nomination committee’s duties are to propose to the general meeting shareholder elected candidates for election to the board of directors, and to propose remuneration to the board. The annual general meeting may adopt procedures for the nomination committee.
§ 9 Other regulations
In all other matters of the company, the Public Limited Liabilities Companies Act will apply.