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Articles of Association for
Reservoir Exploration Technology ASA
Org.nr.984487819
(Unoffical translation from Norwegian)
| Corporate Governance |
| • General meetings |
Last amended 23 May 2011
§ 1 The name of the Company is Reservoir Exploration Technology ASA. The Company is a public limited Company.
§ 2 The Company’s registered office is in the municipality of Bærum.
§ 3 The Company’s business shall include service activities, participation and investment in energy activities and related business.
§ 4 The share capital of the Company is NOK 889,901,700.00 divided into 88,990,170 shares, each of nominal value NOK 10.00, fully paid up. All the shares of the Company shall have equal rights. The shares shall be freely transferable. No refusal rights or requirement of the Company’s consent shall apply when assigning shares. The shares of the Company shall be registered with the Norwegian Central Securities Depository.
§ 5 The board of directors of the Company shall be made up of 4 to 7 members, and the required deputies, as decided by the general meeting. The chairman of the board shall be elected by the general meeting. Lime Rock Partners V L.P. (“Lime Rock”) shall as long as Lime Rock holds 10% or more of the shares in the Company have the right to appoint 2 members of the board of directors. In the event that Lime Rock holds less than 10% of the shares of the Company, it shall have the right to appoint one member to the board of directors. Lime Rock may exercise this right at the Company’s general meetings only.
§ 6 Two board members jointly are authorised to sign for the Company. The board may grant power of procreation.
§ 7 The general meeting may be held outside the municipality of Bærum.
§ 8 The annual general meeting shall consider the following matters:
a. Approval of the annual accounts.
b. Allocation of annual profit or settlement of loss in accordance with the adopted balance sheet, and distribution of dividend.
c. Election of the board of directors and the board chair.
d. Any other business that belongs to the general meeting pursuant to the Company’s articles of association or the law.
§ 9 Documents related to matters to be discussed at the shareholders’ meeting, and that are made available to the shareholders on the Company's website, will be sent only to shareholders that each addresses the Company and requests to have them sent physically. This also applies to documents that by law shall be included in, or be enclosed to, the notice of the shareholders’ meeting.
The Company may in its notice for shareholders’ meetings establish a deadline for notice of attendance, however such deadline must not expire earlier than two days prior to the date of the shareholders’ meeting.
§ 10 The Company shall have a nomination committee made up of 3-5 members who are elected at the Company’s annual general meeting. The majority of the members of the nomination committee shall be independent of the board of directors and the day-to-day management. The nomination committee shall recommend candidates for the board and fees for the board. The nomination committee’s recommendation shall be reasoned. Members of the nomination committee are elected for two-year terms.
ARTICLES OF ASSOCIATION (original Norwegian text)