Articles of Association

The latest version of the Articles of Association of the Company as approved by the General Meeting of shareholders is presented below.

ARTICLES OF ASSOCIATION
for Selena Oil & Gas Holding AB (publ)
(reg. no. 556643-6613)
adopted at extraordinary general meeting
6 May 2011

 

§ 1 Registered Name

The registered named of the company is Selena Oil & Gas Holding AB. The company is a public company (publ).

§ 2 Registered Office

The registered office of the Board of Directors shall be located in the municipality of Stockholm.

§ 3 Operations

The company shall, by itself, or through wholly or partly owned subsidiaries, engage in management of investments in natural resources, the company shall own and manage shareholdings in subsidiaries and associated companies, and conduct related activities.

§ 4 Share Capital

The share capital of the company shall amount to not less than SEK 40,000,000 and not more than SEK 160,000,000.

§ 5 Number of Shares

The number of shares shall be not less than 25,000,000 and not more than 100,000,000.

§ 6 Board of Directors

The board of directors shall consist of not less than three and not more than six members. The members are elected annually on the annual general meeting for the time up until the next annual general meeting.

§ 7 Auditors

For the review of the company’s annual report and the accounting records as well as the management of the board of directors and the managing director, one or two auditors with not more than two deputies, shall be appointed at the annual general meeting.

 

§ 8 Notice to General Meeting

Notice of a general meeting shall be made in the form of an announcement in the Swedish Official Gazette (Sw: Post- och Inrikes Tidningar) and Svenska Dagbladet.

Notice of an annual general meeting and notice of an extraordinary general meeting, intended to address amendments to the articles of association, shall be issued not earlier than six weeks and not later than four weeks prior to the general meeting. Notice of other extraordinary general meeting shall be issued not earlier than six weeks and not later than two weeks prior to the general meeting.

In order to attend and participate at a general meeting, the shareholder must be registered as shareholder in such a printout of the entire share register referred to in Chapter 7, Section 28, paragraph 2 in the Swedish Companies Act (Sw: Aktiebolagslagen (2005:551)), relating to the circumstances five weekdays before the meeting, as well as notify the company thereof no later than 4 p.m. on the day set forth in the notice convening the meeting. This day may not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve, New Year's Eve and may not occur earlier than the fifth weekday prior to the meeting.A shareholder may be accompanied by one (1) or two (2) advisors at the general meeting, but only where the shareholder notifies in accordance with the above the number of advisors the shareholder intends to bring. 

 

§ 9 General Meeting

The chairman of the board of directors, or the person appointed by the board of directors, shall open the general meeting and lead the discussions until a chairman has been elected.

At an annual general meeting, the following matters shall be addressed:

1.         Election of a chairman of the meeting;

2.         Preparation and approval of the voting list;

3.         Approval of the agenda;

4.         Election of one or two persons to verify the minutes;

5.         Determination of whether the meeting has been duly convened;

6.         Presentation of the annual report and the auditors’ report and, where applicable, the consolidated financial accounts and the auditors’ report on the consolidated financial accounts;

7.         Resolutions on:

a.     adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet;

b.    the disposition to be made of the company’s profit or loss as shown in the balance sheet adopted; and

c.     discharge of liability of members of the board of directors and the managing director.

8.         Determination of the number of board members and, where applicable, the number of auditors and deputy auditors;

9.         Determination of the fees to be paid to the board of directors and, where applicable, the auditors;

10.      Election of the board of directors and, where applicable, auditors and deputy auditors;

11.      Other matter to be addressed by the meeting pursuant to the Swedish Companies Act (Sw: Aktiebolagslagen (2005:551)) or the articles of association.

§ 10 Voting Rights

At a general meeting, each and every person entitled to vote may vote for the full number of shares he represents with no limitation in the number of votes.

§ 11 Financial Year

The financial year of the company shall be the calendar year.

§ 12 CSD Clause

The company’s shares shall be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (Sw: lagen om kontoföring av finansiella instrument (1998:1479)).

 

Please find the link for downloading the Articles of Association below:

Articles of Association link