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Atlantic Petroleum P/F — Governance Information 2017
May 5, 2017
8209_iss_2017-05-05_148c4072-ca0f-4731-8724-bd365c0762e7.pdf
Governance Information
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This is a translation of the applicable Articles of Association of P/F Atlantic Petroleum worded in Faroese. The Articles of Association worded in Faroese is the Articles of Association applying to the Company and this translation do only serve as a translation of the Faroese worded Articles of Association. In case of inconsistence between the original Faroese worded Articles of Association and this translation the original Faroese prevails.
ARTICLES OF ASSOCIATION OF
P/F Atlantic Petroleum
Resolved on the establishing General Meeting the 11th Feb. 1998,
and as latest amended on the Annual General Meeting held on the 29th April 2016, and by Board Resolutions on the 13th March 2017 and the 4th May 2017.
I. Name, Registered Office, and Objectives
Clause 1.
The name of the company is 'P/F Atlantic Petroleum', with the secondary name 'P/F Atlants Kolvetni (Atlantic Petroleum)'.
The company's registered office is in the municipality of Tórshavn.
The Company's objective is to run business in the field of hydrocarbon production and other related trades and businesses. The objective of the Company is also to run business within the field of real estate, including – but not limited to – own, rent, lease out, buy, sell and run business within real estate and other related trades and businesses. The Company can own shares in other Companies and conduct its businesses through subsidiaries.
II. The Share Capital
Clause 2.
Subclause 1.
The Company's share capital is DKK 3.697.860,00
The shares have nominal value of DKK 1,- each and multiple hereof.
No shares have special rights.
The shares shall be made out to a named holder and are negotiable.
The shareholders are not obliged to redeem their shares.
Clause 3.
Sub clause 1.
The General Meeting has decided that the company's Board of Directors has authority in the period until 11 April 2018 – in one or several rounds – to increase the company's share capital with up to DKK 3.000.000 in nominal value by subscription of new share capital. The increase of the share capital will be made with pre-emptive rights for existing shareholders. The increase of the share capital can be made by subscription in cash or fully or partially be made by subscription in other values than cash, this including
that the company in connection with the increase of the share capital against consideration in shares takes over other existing enterprise, activity or company or shares in other company (merger);
that the company in connection with the increase of share capital without consideration in shares accepts such other values.
Payment of increase in the share capital can further fully or partially be made by way of conversion of the company´s debt to share capital.
Sub clause 2.
For subscription of new share capital based on the authority in this clause the following conditions shall apply:
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- The share capital will have the same rights in the company as the existing share capital;
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- The shares shall be made out to a named holder and are negotiable;
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- The shareholders are not obliged to redeem their shares;
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- The shares have a nominal value of DKK 1,00 and multiple hereof.
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- In case of an oversubscription the company's Board of Directors is free to decide how the share capital offered for subscription – which is not subscribed on the basis of pre-emption rights of subscription - shall be distributed among those, who have offered to subscribe.
Clause 3A.
The General Meeting has decided that the company's Board of Directors has authority in the period until 11 April 2018 – in one or several rounds – to increase the company's share capital with up to DKK 1.928.843 in nominal value by subscription of new share capital. The increase of the share capital will be made without pre-emptive rights for existing shareholders and subscription is to be made at market price. The increase of the share capital can be made by subscription in cash or fully or partially be made by subscription in other values than cash, this including
that the company in connection with the increase of the share capital against consideration in shares takes over other existing enterprise, activity or company or shares in other company (merger);
that the company in connection with the increase of share capital without consideration in shares accepts such other values.
Payment of increase in the share capital can further fully or partially be made by way of conversion of the company´s debt to share capital.
Sub clause 2.
For subscription of new share capital based on authority in this clause the following conditions shall apply:
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- The share capital will have the same rights in the company as the existing share capital;
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- The shares shall be made out to a named holder and are negotiable;
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- The shareholders are not obliged to redeem their shares;
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- The shares have a nominal value of DKK 1,00 and multiple hereof.
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- In case of an oversubscription the company's Board of Directors is free to decide how the share capital offered for subscription shall be distributed among those, who have offered to subscribe.
Clause 3 C
Sub clause 1.
The Annual General Meeting has decided to authorize the Company's Board of Directors in the period counting from 30th April 2016 to 29th April 2021 – in one or several rounds – to increase the Company's share capital with up to in total DKK 150,000,000 in nominal value by subscription of new share capital. The increase of the share capital will be made with pre-emptive rights for existing shareholders. The increase of the share capital can in full or partly be made by subscription against payment in cash or fully or partially be made by subscription against payment in other values than cash, or fully or partially be made by subscription against payment by way of conversion of debt to share capital. The increase of the share capital can be effected below market value.
Sub clause 2.
For subscription of new share capital based on the authority in this clause the following conditions shall further apply:
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- The new share capital will have the same rights in the Company as the existing share capital;
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- the new shares shall be made out to a named holder and are negotiable;
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- the new shares cannot be paid in in part;
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- the new shareholders are not obliged to redeem their shares;
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- the shares have a nominal value of DKK 1 and multipla hereof;
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- in case of an oversubscription the Company's Board of Directors is free to decide how the share capital offered for subscription – which is not subscribed as of pre-emption rights of subscription - shall be divided among those, who have subscribed."
Clause 3 D
Sub clause 1.
The Annual General Meeting has decided to authorize the Company's Board of Directors in the period counting from 30th April 2016 to 29th April 2021 – in one or several rounds – to increase the Company's share capital with up to in total DKK 150,000,000 in nominal value by subscription of new share capital. The increase of the share capital will be made without pre-emptive rights for existing shareholders. The increase of the share capital can in full or partly be made by subscription against payment in cash or fully or partially be made by subscription against payment in other values than cash, or fully or partially be made by subscription against payment by way of conversion of debt to share capital. The increase of the share capital cannot be effected below market value.
Sub clause 2.
For subscription of new share capital based on authority in this clause the following conditions shall further apply:
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The new share capital will have the same rights in the Company as the existing share capital;
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- the new shares shall be made out to a named holder and are negotiable;
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- the new shares cannot be paid in in part;
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- the new shareholders are not obliged to redeem their shares;
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- the shares have a nominal value of DKK 1 and multipla hereof;
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in case of an oversubscription the Company's Board of Directors is free to decide how the share capital offered for subscription shall be divided among those, who have subscribed.
Clause 3 E
Sub-clause 1.
The Annual General Meeting has decided to authorize the Company's Board of Directors in the period counting from 30th April 2016 to 29th April 2021 – in one or several rounds – to take up loans with up to in total DKK 200,000,000 against issue of convertible bonds giving the right to subscribe shares in the Company. The issue of the convertible bonds according to this authorization will be made without pre-emptive rights for existing shareholders. The loans shall be paid in in cash. The Board of Directors will lay down the specific terms of the convertible bonds issued in accordance with this authorisation.
Sub-clause 2.
The Board of Directors is authorised during the period 30 April 2016 to 29 April 2021 to increase one or several times the share capital in connection with conversion of the convertible bonds by up to nominal DKK 200,000,000 by converting of the convertible bonds and on such other terms as laid down by the Board of Directors. The Company's existing shareholders shall not have preemptive rights to subscribe the shares issued upon conversion of the convertible notes.
Sub-clause 3.
For subscription of new share capital based on authority in this clause the following conditions shall further apply:
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- The new share capital will have the same rights in the Company as the existing share capital;
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- the new shares shall be made out to a named holder and are negotiable;
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- the new shares cannot be paid in in part;
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- the new shareholders are not obliged to redeem their shares;
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- the shares have a nominal value of DKK 1 and multipla hereof.
Sub-clause 4.
On the 25th May 2016, the Company made an agreement with London Oil and Gas Limited to borrow up to GBP 8,000,000 (with the current exchange rate DKK 68,548,800) to be paid to the company in accordance with specific draw down notices in the period expiring 25th May 2019 (The Convertible Loan). Any draw down under the Convertible Loan is done against the Company issuing a convertible bond for an amount equivalent to the draw down amount, and the total amount of convertible bonds must at any time be specified in Clause 3E, Sub Clause 5 in the Articles of Association and must not exceed a DKK amount equivalent to GBP 8,000,000 (the equivalent DKK amount will be determined for every draw down on the day of the draw down). The convertible bonds with interest will give the lender to convert the outstanding amount to shares in the Company. More detailed terms and conditions for the Convertible Loan are specified in Appendix 1 to the Articles of Association, containing the full Board Resolution, which is an integrated part of the Company's Articles of Association. As a consequence of this the Board has decided to partly use the authority given under Clause 3E, Sub Clause 2 to increase the share capital, in accordance with the terms and conditions in Appendix 1 in relation to the convertible bonds, by up to 6,236,240 shares of DKK 1 each. However, this amount can increase due to adjustment and interests in accordance with Appendix 1, Point 2.4, and because of exchange rate changes between GBP and DKK.
Sub-clause 5.
At board meetings 13th March 2017 and 4th May 2017 the board resolved to draw a total of GBP 979,903, which is equivalent to DKK 8,611,504.69 under the Convertible Loan, and to issue convertible bonds, that can be converted into shares in the Company at an equivalent amount in DKK and in accordance with the terms and conditions in Appendix 1 to the Articles of Association of the Company. Following this, the undrawn amount under the Convertible Loan is GBP 7,020,097 which is DKK 61,830,908.30 as of 4 th May 2017.
Clause 4.
Notice from the limited company to the shareholders shall be forwarded to each shareholder in writing to the address, which latest is registered in the share register, or by announcing in a public Faroese announcement paper.
The shares can be cancelled without judgement according to the existing law at the time concerning negotiable shares.
III. The General Meeting
Clause 5.
The General Meeting is organised by the shareholders, which have 1 vote for every DKK 1, they hold in shares.
In order to have voting rights the shares must be registered in the company's share register before the general meeting is held.
Clause 6.
At the earliest 30 days and at the latest 21 days before the general meeting, the Board of Directors gives notice of the general meeting, with specification of time, place and agenda, by writing to each shareholder to the address which latest is registered in the share register, or by announcement in a public Faroese announcement paper.
The Company´s general meetings are to be held at the Company´s domicile in the municipality of Tórshavn, Faroe Islands, in the municipality of Copenhagen, Denmark, in Oslo in Norway or in London, England.
The General Meeting will – as decided by the Board of Directors – be held in Faroese or English language.
Clause 7.
The Ordinary General Meeting is held each year before end of April, for treatment of
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- The Board of Directors statement of the company's activity during the previous accounting year.
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- Presentation of audited annual accounts for approval.
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- Decision on how to use profit or cover loss according to the approved accounts and annual report.
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- Election of Board of Directors.
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- Election of accountant, who will sit until the next general meeting is held.
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- Items which the Board of Directors or the shareholders wish to treat.
Clause 8.
All shareholders have the right to have a specific item added to the agenda for the general meeting – see also second and third sentence. If the request hereof is received at the latest 6 weeks prior to the date for the general meeting the shareholder is entitled to have the item on the agenda. If the request is received later than six weeks prior to the general meeting the board decides whether the request has been put forward in due time to be included in the agenda.
Clause 9.
Extraordinary general meeting is to be held when a general meeting, the Board of Directors or the accountant appointed by the general meeting request it. Extraordinary general meeting must be summoned at the latest 2 weeks after a written request has been demanded by shareholders who together hold at least 5% of the share capital, for treatment of a specific item which is stated at the same time.
Clause 10.
During a consecutive period of three weeks, starting at the latest three weeks prior to the general meeting, including the day for the general meeting, the company must as a minimum provide its shareholders with the following information on its website: summons, information on the total number of shares and voting rights at the day of summon, the documents which will be presented at the general meeting, the agenda and the complete proposals, and the forms needed for voting by proxy or by letter ballot.
Clause 11.
A shareholder´s right to attend the general meeting and to vote will be in proportion to the number of shares he/she holds on the day of registration. The day of registration is 1 week prior to the general meeting.
A shareholder can give another person written authority to attend the general meeting, and vote by proxy.
The press can also attend the general meeting.
A shareholder, his proxy, and the press have a right to attend the general meeting if they at the latest 3 days prior to the general meeting have notified the company hereof.
Clause 12.
The general meeting, on proposal from the Board of Directors, chooses a chairman.
Clause 13.
At the general meeting, all items are decided by simple majority of votes, if not otherwise stipulated by the Companies Act.
Clause 14.
Minutes shall be taken of the general meeting, and the chairman shall sign it.
Clause 15.
The chairman of the general meeting decides the voting procedure, but every shareholder present at the general meeting and who has voting right, can demand voting in writing of a specific item.
IV. The Board of Directors
Clause 16.
The company's Board of Directors has 3 members.
The company's ordinary general meeting elects the Board of Directors, and the members are elected for 1 year at the time. Re-election is allowed. During a transition period, the board members up for election at the annual general meeting in 2013, at that time and forward, will be elected for 1 year period at the time and the Board Members who are up for election at the annual general meeting in 2014, at that time and forward, will be elected for a 1 year period at the time.
The Board of Directors constitutes itself, and it appoints a Board of Management with one or several Managing Directors to manage the day-to-day business of the company.
The board members receive remuneration for the work on the Board of Directors.
General guidelines for the company´s incentive payment to the Board of Directors and the Board of Management have been made. These general guidelines are adopted at the company´s general meeting and published on the website of the company.
Clause 17.
The Board of Directors holds meetings when the chairman finds it necessary, or when one of the other board members or a Managing Director so wishes.
Clause 18.
In order to form a quorum at least 2 board members must be present at the meeting. All decisions are made by simple majority of votes. If the votes are even, the vote of the chairman determines the outcome.
Clause 19.
The company is bound by the signature of two board members together, by one board member together with one Managing Director, or by the whole Board of Directors.
Board discussions and decisions are written in Minutes, and are signed by all participants. The board has authority to give power of attorney.
Clause 20.
On every ordinary general meeting up to two accountants are appointed to audit the company's accounts and compare them to the figures from the accountancy. The accountants must be chartered.
Clause 21.
The company's accounting year is the calendar year. However, the first accounting year is from the foundation until 31/12-1998.
Clause 22.
The account must be made in accordance with good accounting practice and in a manner so that all required and necessary depreciation and provisions are made.
When legislation permits the Company's annual report will be prepared and filed in English.
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ARTICLES OF ASSOCIATION of P/F Atlantic Petroleum as resolved on the establishing general meeting the 11th Feb. 1998 and as latest amended on the Annual General Meeting held on the 29th April 2016, and by Board Resolution on the 13th March 2017 and on the 4th May 2017.
4th May 2017
The Board of Directors: