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Articles of Association for Panoro Energy ASA
(as of May 23, 2024)
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 5,847,202.40 divided on 116,944,048 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.
Shareholders who wish to participate in a General Meeting of the Company, shall notify this to the Company within a deadline set out in the notice of the General Meeting, and which cannot expire earlier than two business days prior to the General Meeting.
Shareholders shall be able to cast their votes in writing, including by use of electronical communication, in a period prior to the General Meeting, and as further determined by the board.
8. Nomination committee
The company shall have a nomination committee consisting of 2 to 4 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.
Disclaimer
The information provided in these historical presentations is not current and is provided only for your convenience. The management statements were current as of the date of the presentation, but may have changed since that date and should not be construed as the current opinion of Panoro Energy. The information regarding future financial performance and results, production growth, and the other information which is not historical fact contained in these presentations is forward-looking information that involves risks and uncertainties, including, but not limited to, market factors, the market price of natural gas and oil, results of future drilling and marketing activity together with future production and costs.
