§ 1 Name
The name of the Company is Tethys Oil AB. The Company is a public company (publ).
§ 2 Registered office
The board of directors shall have its registered office in Stockholm.
§ 3 Object of the Company
The object of the Company’s business is to explore for and exploit gas and oil and activities compatible therewith, either directly, through its subsidiaries, associated companies or other forms of partnerships.
§ 4 Share capital
The share capital of the Company shall amount to not less than SEK 2,000,000 and not more than SEK 8,000,000.
§ 5 Number of shares
The number of shares shall be not less than 28,000,000 and not more than 112,000,000.
§ 6 Financial year
The financial year of the Company shall be January 1 – December 31.
§ 7 Board of directors and auditors
The board of directors shall consist of at least three and not more than ten members, with not more than three deputies.
The company shall have one or two auditors with or without a maximum of two deputies.
§ 8 Matters at the Annual General Meeting
At the annual general meeting, the following matters shall be addressed:
1. Election of a chairman at the meeting,
2. Preparation and approval of the voting list,
3. Election of at a minimum one person to attest the minutes,
4. Approval of the agenda
5. Determination as to whether the meeting has been duly convened,
6. Presentation of the annual statement of accounts and the auditor’s report
7. Resolutions in respect of
a) adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and consolidated balance sheet,
b) appropriation of the company’s profit or loss according to the adopted balance sheet,
c) discharge of the directors and the managing director from liability
8. Resolutions in respect to the fees payable to the board of directors and, where applicable, to the auditors,
9. Election of the board members and, where applicable, of auditors
10. Other matters which should be addressed by the Annual General Meeting according to the Swedish Companies Act (2005:551) or the Articles of Association
§ 9 Notice
Notice of a general meeting of shareholders shall be published in the Official Swedish Gazette (Post- och Inrikes Tidningar) as well as 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 an annual general meeting and any extraordinary general meeting where any proposed amendment to the articles of association is to be addressed, shall be given not earlier than six weeks and not later than four weeks prior to the meeting. Notice of any other extraordinary general meeting shall be given not earlier than six weeks and not later than two weeks prior to the meeting.
To be entitled to participate in a general meeting, shareholders must notify the company not later than the day set forth in the notice of the meeting.
§ 10 Collection of power of attorneys and postal voting
The board of directors may collect power of attorneys pursuant to Chapter 7, Section 4 second paragraph of the Swedish Companies Act (2005:551).
The board of directors may before a general meeting resolve that the shareholders shall be entitled to vote by post prior to the general meeting. If the board of directors so decides, postal voting shall be possible by electronic means.
§ 11 Presence of third parties
Anyone who is not a shareholder in the company shall, under the terms determined by the board of directors, have the right to attend or otherwise follow the negotiations at the general meeting.
§ 12 Record date provision
The shareholder or nominee who on the record date is registered in the share register and in a central securities depository register pursuant to Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 first paragraph 6-8 of the mentioned Act, shall be deemed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Swedish Companies Act (2005:551).