SeaBird Exploration : Articles of Association

THE COMPANIES LAW, CAP. 113

ARTICLES OF ASSOCIATION

OF

SEABIRD EXPLORATION PLC

A PUBLIC COMPANY LIMITED BY SHARES

1. INTERPRETATION

In these Articles, if not inconsistent with the context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof.

Expression

1.1 "Annual meeting of the Company" or "Annual General Meeting"

1. "Articles"
2. "Auditors"
3. "Board" or "Board of Directors"
4. "business partners"
5. "Chairman of the Board"
6. "Cyprus"
7. " Director"
8. "Distribution"

Meaning

Any meeting of the Members which is held each calendar year as the annual general meeting of the Company in accordance with the Law with a gap of not more than 15 months between such meetings.

means the Articles of Association of the Company as herein set out or as may from time to time be altered or amended by Special Resolution of the Company in General Meeting.

As defined in Regulation 20 of these Articles.

The Directors of the Company as a collective organ, as elected by the Members by resolution according to these Articles.

means any person with a contractual relationship with the Company such as but not limited to a supplier, an agent or customer of the Company.

has the meaning specified in Regulation 15.

means the Republic of Cyprus.

Any member of the Board of Directors.

in relation to a distribution by the Company to a Member or Shareholder means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of the Member or Shareholder, or the incurring of a debt to or for the benefit of a Member or Shareholder, and includes a dividend.

1.10	"Eligible Person"	means individuals, corporations, trusts, the estates of deceased individuals,
		partnerships and unincorporated associations of persons.
1.11	"Euronext VPS"	means Euronext Securities Oslo.
1.12	"Exchange"	Any securities exchange or other system on which the Shares of the
		Company may be listed or otherwise authorized for trading from time to time,
		including, without limitation, the Oslo Stock Exchange.

1.13 "Extraordinary Meeting of the means any Meeting of Members other than an Annual General Meeting

Company" "or General Meeting"

or "Extraordinary General Meeting"

1.14

"Meeting of Shareholders"

means any meeting of Shareholders .

1.15	"Member"	means every person who agrees to become a member of the Company and
		whose name is entered in the Register.
1.16	"Memorandum"	means the Memorandum of Association of the Company.
1.17	"Oslo Stock Exchange" and	The Oslo Stock Exchange, Norway.
	"OSE"

1.18 "Resolution of Directors"means a resolution approved at a duly constituted meeting of Directors or of a committee of Directors of the Company, by affirmative vote of a majority of the Directors present at the meeting who voted and did not abstain except that in case of an equality of votes, the Chairman of the Board, shall have a second or casting vote; or a resolution consented to in writing by all the Directors or all the members of the committee, as the case may be.

1.19	"Resolution of Members" or	means a resolution approved at a duly constituted meeting of Members by
	"Ordinary Resolution"	the affirmative vote of a simple majority of such Members as, being entitled
		so to do, vote in person or by proxy.
1.20	"the Seal"	means the common seal of the Company.
1.21	"Share"	means an issued and paid up share in the share capital of the Company.
1.22	"Shareholder"	means a holder of a Share of the Company.
1.23	"Special Resolution"	means a resolution passed by a majority of not less than three fourths of
		such Members as being entitled so to do vote in person or by proxy at a duly
		constituted meeting of the Company of which not less that twenty-one days'
		notice, specifying the intention to propose the resolution as a special
		resolution, has been duly given.
1.24	"the Law"	means the Companies Law, Cap. 113, of the statute Laws of the Republic of
		Cyprus as amended to date or any law substituting the same and includes
		any future amending law.
1.25	"the Register"	means the register of Members of the Company kept by Euronext VPS.

2. SHARES

1. Subject to any Resolution of the Members, Shares and other securities may be issued at such times, to such Eligible Persons, for such consideration and on such terms as the Directors by Resolution of Directors or the Members by Ordinary Resolution may determine.
2. A Share may be issued for consideration in any form, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services.
3. No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating:
4. 1. the amount to be credited for the issue of the Shares;
   2. the determination of the Directors of the reasonable present cash value of the non-money consideration for the issue; and
   3. that, in the opinion of the Directors, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.
5. The Company may not issue fractions of a Share.
6. Shares may be issued in one or more series of Shares as the Directors may by Resolution of Directors determine from time to time.
7. Subject to any beneficial rights of Shareholders and subject to any special rights conferred on the holders of any existing Shares or class of Shares, each Share in the Company confers upon the Members:

1. 1. the right to one vote at a Meeting of Members or on any Resolution of Members;
   2. the right to an equal share in any dividend paid by the Company; and
   3. the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.
2. Any Share in the Company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by Ordinary Resolution determine.
3. If at any time Shares are divided into different classes, the rights attached to any class may only be varied, whether or not the Company is in liquidation, with the consent in writing of or by a resolution passed at a meeting by the holders of not less than 50% of the issued Shares in that class.
4. The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

3. TRANSFER AND/OR TRANSMISSION OF SHARES

1. Shares in the Company may be transferred freely.
2. The transfer of a Share is effective when the name of the transferee is entered on the Register.
3. The registration of transfers may be suspended and the Register closed at such times for such periods as the Board may from time to time determine, provided always that such registration shall not be suspended or the Register closed for more than five days in any year.
4. Subject to such evidence being produced as may from time to time properly be required by the Directors, the legal personal representative of a deceased Shareholder shall be the only person recognized by the Company as having any title to his interest in the Shares and may transfer a Share even though the personal representative is not a Shareholder at the time of the transfer.
5. Any person, who as a result of such person's own acquisition, or the acquisition by persons acting in concert with such person, including, inter alia, entities controlled by or controlling such person, as defined in applicable law, holds or is directly or indirectly interested in, whether solely or together with persons acting in concert with such person, such issued Shares of the Company, as shall provide the said person with 30 per cent or more of the voting rights in the Company, such person shall:
6. 1. promptly notify the Oslo stock Exchange and the Company, and
   2. Make a mandatory unconditional offer for the purchase of the remaining issued Shares or beneficial interest in such Shares in the Company.

Mandatory provisions on bid obligations, and any exemptions thereto as set out in applicable law, shall supplement this article and shall prevail in case of any conflict.

4. FORFEITURE OF SHARES

1. Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares issued for a promissory note, other written obligation to contribute money or property or a contract for future services are deemed to be not fully paid.
2. A written notice of call specifying the date for payment to be made shall be served on the Shareholder who defaults in making payment in respect of the Shares.
3. Where a written notice of call has been issued pursuant to Sub-Regulation 4.2 and the requirements of the notice have not been complied with, the Directors may by Resolution of the Board, at any time before tender of payment, forfeit the Shares to which the notice relates.
4. The Company is under no obligation to refund any moneys to the Shareholder whose Shares have been forfeited pursuant to Sub-Regulation 4.3 and that Shareholder shall be discharged from any further obligation to the Company.

5. PURCHASE OF OWN SHARES

5.1 Subject to the provisions of the Law, the Company may acquire, Shares if and in so far as the Company in General Meeting by a Special Resolution requiring the approval of three fourths of the votes attached to the share capital represented at the General Meeting has authorised the Board to acquire such shares, provided in all cases, that the Company shall not purchase more than such number of such shares as shall result in the Company at any time holding more than 10 per cent of the Company's issued Shares.

The authorization may be given for no more than twelve months on each occasion, notwithstanding any other provisions.

1. In the General Meeting no votes may be cast in respect of a Share held by the Company or a subsidiary company. Shares in respect of which voting rights may not be exercised by law or by the articles of association shall not be taken into account when determining to what extent the shareholders cast votes, to what extent they are present or represented or to what extent the share capital is provided or represented.
2. Upon the proposal of the Board, subject to the provisions of the Law, the General Meeting may decide to cancel Shares acquired by the Company from its own share capital.
3. Shares owned by the Company may be transferred by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and the Articles) as the Company may by Resolution of Directors determine.

6. MORTGAGES AND CHARGES OF REGISTERED SHARES

6.1 Shareholders may pledge or charge their Shares.

7. GENERAL MEETINGS

1. The Directors of the Company may convene General Meetings and Meetings of Shareholders of the Company at such times and in such manner and places within or outside Cyprus as the Directors consider necessary or desirable. The Directors shall convene and the Company shall in each calendar year hold at least one General Meeting as its Annual General Meeting in that year and shall specify the meeting as such in the notices calling it. The Directors shall not permit more than 15 months to elapse between the date of one Annual General Meeting of the Company and the next. The Annual General Meeting shall be held at such time and place as the Board shall appoint.
2. All General Meetings other than the Annual General Meetings shall be called Extraordinary General Meetings.
3. Upon the written request of Members holding not less than one tenth of the paid up Shares of the Company as at the date of the deposit carry the right of voting at General Meetings, the Directors shall convene an Extraordinary General Meeting. Such requisition shall state the objects of the meeting and be signed by the requisitionists and deposited at the Company's registered office. The Directors shall in such case give notice of a General Meeting in accordance with these Articles
4. An Annual General Meeting shall be called by twenty-one days' notice at the least. A General Meeting other than an Annual General Meeting or a meeting for the approval of a special resolution shall be called by fourteen days' notice, where a special resolution, that shortens the notice period to fourteen days, has been approved in the immediately preceding Annual General Meeting or at a General Meeting that was conducted after that meeting. The notice shall be exclusive of the day on which it is served or deemed to be served, and shall specify the place, the day and the hour of meeting and the agenda for the meeting.
5. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any persons entitled to receive notice, shall not invalidate the proceedings at that meeting.
6. Notwithstanding that a meeting of the Company is called by shorter notice than that referred to in the foregoing Regulation 7.4, it shall be deemed to have been duly called if:

1. in the case of a meeting called as an Annual General Meeting, all the Members of the Company entitled to attend and vote thereat agree to the shorter notice; and

1. in the case of any other meeting of the Members, the Members holding not less than 95 percent in nominal value of the shares giving a right to attend and vote at the meeting, agree to shorter notice of the meeting.

1. Subject to the specific provisions contained in this Regulation for the appointment of representatives of Eligible Persons other than individuals the right of any individual to speak for or represent a Shareholder shall be determined by the law of the jurisdiction where, and by the documents by which, the Eligible Person is constituted or derives its existence. In case of doubt, the Directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the Directors may rely and act upon such advice without incurring any liability to any Shareholder or the Company.
2. Any Eligible Person other than an individual which is a Shareholder may by resolution of its Directors or other governing body authorise such individual as it thinks fit to act as its representative at any General Meeting or Meeting of Shareholders or of any class of Shareholders, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Eligible Person which he represents as that Eligible Person could exercise if it were an individual.
3. No business shall be transacted at any General Meeting or a Meeting of Shareholders unless a quorum of Members or Shareholders, as the case may be, is present at the time when the meeting proceeds to business; save as herein or in the Law otherwise provided, two Members or Shareholders, present in person or by proxy shall be a quorum.
4. If within an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.
5. The Chairman of the Board shall preside as chairperson of the meeting at every General Meeting or Meeting of Shareholders, or if the Chairman of the Board shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the Directors present shall elect one of their number to be chairperson of the meeting.
6. If at any General Meeting or Meeting of Shareholders no Director is willing to act as chairperson of the meeting or if no Director is present within an hour after the time appointed for holding the meeting, the Members or Shareholders (as the case may be) present shall elect one of their number to be chairperson of the meeting.
7. At any General Meeting or Meeting of Shareholders any resolution shall be decided by a poll.
8. A poll shall be taken in such manner as the chairperson of the meeting directs, or failing him as the Chairman of the Board or any Director directs, and the result of the poll shall be deemed to be the resolution of the meeting and shall be recorded in the minutes of the meeting.
9. Decisions of the General Meeting or the Meeting of Shareholders require a simple majority of the votes unless otherwise is laid down in these Articles or the Law otherwise provides.
10. No objection shall be raised to the qualification of any voter except at the meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairperson of the meeting whose decision shall be final and conclusive.
11. A vote may be given either personally or by proxy.

8. RECORDS

1. The Company shall keep the following documents at its registered office:
2. 1. the Memorandum and the Articles;
   2. the register of Directors and Secretaries; and
   3. copies of all notices and other documents filed by the Company with the Registrar of Companies.
3. The Company shall keep the following records at its registered office:
4. 1. minutes of General Meetings and Resolutions of Shareholders and classes of Shareholders;
   2. minutes of meetings and Resolutions of Directors and committees of Directors; and
   3. an impression of the Seal.

9. PROXIES AND ADVISORS

1. Any Member or Shareholder of the Company entitled to vote at a General Meeting or a Meeting of Shareholders respectively, shall be entitled to appoint another person (who must be an individual) as his proxy to speak at the meeting. Forms of proxy shall be sent by the Company to each Member or Shareholder, as the case may be, together with the notice convening each General Meeting or Meeting of Shareholders. A proxy need not be a Shareholder of the Company.
2. Every instrument of proxy, whether for a specified meeting or otherwise, shall be in common form or such other form as the Board may from time to time approve, however, so that the chairperson of the meeting may, at his sole discretion, choose to accept any other instrument of proxy that he deems acceptable.
3. Any Member or Shareholder of the Company entitled to meet and vote at a General Meeting or Meeting of Shareholders shall be entitled to bring an advisor to the meeting, and such advisor shall be entitled to speak at the meeting.