SeaBird Exploration : Appendix B _ Memorandum and Articles of Association »

THE COMPANIES LAW, CAP. 113

OF THE STATUTE LAWS OF THE REPUBLIC OF CYPRUS

_____________________________________

EUROPEAN PUBLIC COMPANY LIMITED BY SHARES

____________________________________

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

SEABIRD EXPLORATION SE

THE COMPANIES LAW, CAP. 113 EUROPEAN PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

SEABIRD EXPLORATION SE

1. NAME
   The name of the Company is SeaBird Exploration SE (hereinafter referred to as "the Company").
2. REGISTERED OFFICE
   The registered office of the Company is located in Cyprus.
3. OBJECTS

The objects for which the Company is established are:

1. To carry on or undertake any commercial activity relating to providing oil and gas exploration, production and participation, seismic data services onshore, transition zones and offshore, and general offshore energy related services and whatever else may be considered incidental or conductive thereto, including but not limited to, acting as a holding company to companies engaging in such activities; investing in other companies engaged in any of aforementioned activities; buying, selling or other otherwise dealing with or acquiring property in the oil or gas industry; mortgaging, borrowing or charging its assets or acting as guarantor in connection with undertaking or any of the activities whether for itself or any affiliates or third parties.
   For the purposes of the foregoing paragraph, the Company has full rights, powers and privileges to undertake any of the matters mentioned therein.
   The objects of the Company in 3.1 above do include 3.2 to 3.38 as follows:
2. To acquire the whole or any part of the shares, debentures, debenture or other stock or other securities of any company, authority or undertaking the acquisition of which could in the opinion of the Directors promote or be conducive to the objects or enhance the property or interests of the Company and to manage, deal with, replace, exchange or dispose of same.
3. To apply for, take out, purchase or otherwise acquire, lease, exchange, register and use any patents, brevets d' invention, trademarks, copyrights, licences, business names, concessions, easements, rights or privileges and to sell, lease, assign or otherwise secure or grant licences or consents for the use thereof or any of them.
4. To carry on business as advisers on the administration and organisation of industry, commerce and business and the training and utilisation of personnel for industry, commerce and business, and to carry on all or any of the businesses of industrial, business and personnel consultants, and to advise on the extending, developing and improving of all types of business or industries and all systems or processes relating to the production, storage, distribution, marketing and sale of goods or the rendering of services.
5. To engage in research into all problems relating to personnel and industrial and business management and distribution, marketing and selling; to collect, prepare and distribute information and statistics relating to any type of business, industry or technology; and to promote or propose such methods, procedures and measures as may be considered appropriate.
6. To act as agents or managers in carrying on any business concerns and undertakings and to employ experts to investigate and examine the condition, management, prospects and value of any business or undertaking and generally of any assets, property or rights of any kind.
7. To acquire by purchase or in any other way, lease, let out, sublet, secure, possess, use, operate, trade in, secure or grant licences or rights for the use and operation of, install, supervise, maintain, renew, improve, exchange or replace computers, software programmes or other necessary, similar or related plant, equipment, services, rights, licences, means, tools or other things, rights or interests, including (without limitation to the generality of the foregoing) global information systems and electronic data interchange systems.
8. To acquire by purchase, gift or exchange or otherwise, possess and register in the name of the Company, manage, exchange, assign, lease, sub-lease, develop, equip, charge, mortgage, sell or otherwise dispose of movable or

immovable property of any nature including lands, building sites, plots, buildings and any easements, privileges, shares, licences or other rights or interests in or over movable or immovable property.

1. To hold, possess, use, construct, improve, convert, extend, equip, furnish, administer, operate, manage immovable property, buildings, other installations, works, places or other structures and generally to develop, improve or manage property belonging to or in the possession, control or management of the Company.
2. To finance, lend or advance credit or other financial assistance, or to provide assistance or services for the securing of finance, lending or credit or other assistance, excluding any kind of banking business, to persons associated or dealing with the Company or to any other persons.
3. To help, aid and assist in all and every possible way, whether commercially, financially or otherwise, any company belonging to the same group of companies as the Company, or being managed and controlled by the same person or persons, including (without limitation) the Company's holding, parent, affiliated, associated or subsidiary company or companies; to co-operate, mutually assist, collaborate and/or participate in a joint venture in all fields of business, commercial, property, and/or economic enterprises with any company or companies belonging to the same group as the Company, and/or controlled by the same person or persons for the purpose of growing, and/or expanding its overall or particular activities.
4. To mortgage and/or charge the undertaking of the Company and all or part of the movable or immovable property, present or future, and all or part of the uncalled capital of the Company.
5. To guarantee the payment of any monies or the fulfilment or performance of any obligation or contract of any government, administrative body, legal or natural person, company or firm; to give and accept counter-guarantees,cross-guarantees and to give guarantees and indemnities in general to any person or company and to secure such guarantees and indemnities by mortgaging or charging the assets of the Company.
6. To mortgage and/or encumber the whole or part of its movable or immovable property by way of security and/or guarantee for a loan or any other facility, banking or otherwise, provided to the Company itself or to any third party (either natural or legal person), whether or not it has any connection with the Company.
7. To buy or otherwise acquire the whole or any part of the undertaking, property, assets and liabilities of any company, firm, body or person whose objects coincide in whole or in part with the objects or activities of the Company or any of them and to carry on, continue or liquidate any such undertaking.
8. To establish, acquire, manage, carry on, or assist or participate directly or indirectly in the establishment, acquisition, management or carrying on of any trade, work or business of any nature and to carry out any trade, work or business which may be profitably carried out by the Company in relation to, in conjunction with or as ancillary to, any other objects or activities or the general business of the Company.
9. To establish, set up, enter into, administer, operate or manage subsidiaries, representative offices, branches, agencies, sponsorships, or other arrangements in any part of the world.
10. To invest available monies of the Company in such investments as the Directors shall decide and in particular for that purpose to acquire by purchase or in any other manner, maintain, exchange, deal with shares, stocks, debentures or other securities or other interests or rights or other movable or immovable property.
11. To contract, obtain or grant loans, credits or other financial or credit facilities with or without security in such way as the Company may consider fit and to mortgage, pledge or charge its undertakings or any part thereof, assets, movable and immovable property, present or future, wherever situate, including the uncalled capital of the Company or any part thereof, to secure any loan or loans, facilities or other obligations of the Company or third parties and to issue bonds, promissory notes, debentures, bills, securities, floating debentures or debentures payable at such time and manner as the Company may think proper.
12. To accept mortgages, bonds, charges, debentures or other securities and to assign, transfer, alter, substitute or release same.
13. To sign, execute, endorse, transfer, negotiate and discount promissory notes, bonds, bills, bills of lading and other negotiable or transferable documents, instruments or titles or other mercantile documents and do any other similar transactions excluding banking business.
14. To establish, promote or participate in the establishment of any company in any country of the world and to acquire by subscription, purchase or otherwise and to accept, take, hold, exchange, sell or otherwise dispose of shares, stocks, debentures or other securities or interests in any company, body or undertaking.
15. To issue and allot fully or partly paid shares in the capital of the Company for the payment of any shares or other securities in any other company or any movable or immovable property or any other rights or interests purchased or

otherwise acquired by the Company or for any service rendered to the Company and to pay in any other way for any property or service thus acquired or rendered.

1. To enter into any agreement or contract or arrangement and do any act with any State, Governmental, Municipal or other authority, body or organ or with any person as in the circumstances may be considered necessary or conducive to the attainment of the objects of the Company.
2. To amalgamate or enter into and carry into effect any contract or arrangement for a joint venture, partnership, union of interests, participation in profits, or co-operation with any person, legal or natural, in Cyprus or abroad, carrying on or interested in carrying on any business, work or activity which the Company may carry on, or which may in the opinion of the Directors be carried on in conjunction with the business of the Company or in a way serving directly or indirectly the objects of the Company.
3. To sell or otherwise alienate or dispose of, exchange, mortgage, charge, assign, transfer the undertaking of the Company or any part thereof for such consideration and under such terms as the Company may consider fit and in particular, but without prejudice to the aforesaid generality, in consideration of shares, debentures or other securities of any other company.
4. To distribute in specie among the Members any assets of the Company or the proceeds of sale or disposition thereof and in particular, but without prejudice to this generality, any shares, debentures or other securities of any other company owned or controlled by the Company or with which the Company may have entered into any contract or arrangement in relation to the takeover of the assets or business of the Company, or which the Company may have power to dispose.
5. To purchase or otherwise acquire any shares in the Company's share capital.
6. To amalgamate, merge, reorganise, restructure, reconstruct the Company or its capital and to take, enter into and perform any act, contract, compromise, arrangement or procedure which may be considered beneficial, useful or necessary for the Company or any of its objects.
7. To pay all costs, charges and expenses incurred or sustained in or about the promotion, formation and establishment of the Company or which the Company shall consider to be in the nature of preliminary expenses, including study, consultancy, printing and similar expenses.
8. To establish and maintain profit sharing schemes for any persons who are in the employment of the Company or in the employment of any other company which belongs to the same group of companies as the Company or persons who are Directors or officers of the Company or of any other company which belongs to the same group of companies as the Company.
9. To establish, participate, finance and maintain or contribute to the establishment and maintenance of any pension, provident or other fund by contributions or otherwise for the welfare or assistance of any persons which are or at any time have been in the employment of the Company or of any other company which belongs to the same group of companies as the Company or any person or persons who are or at any time have been Directors or officers of the Company or of any other company which belongs to the same group of companies as the Company or the spouses, widows, families or the dependants of any such persons and to pay or otherwise contribute to the granting to such persons of donations, bonuses, grants, contributions or other assistance.
10. To procure the Company to be registered or recognised in any country and to comply with any terms and conditions enabling the Company to carry on business and to establish in any such country any offices, branches, agencies or sponsorships in order to achieve the objects of the Company.
11. To pay subscriptions or contributions for charitable, benevolent or other useful purposes of a public nature, the support of which may in the opinion of the Company contribute in the enhancement of the goodwill of the Company or its relations with its employees, customers or the public in general.
12. To carry out any of the above objects, business, acts or works in any country or place and either by the Company acting in its name and for its own account or as agent, broker, contractor, trustee or otherwise and either alone or in conjunction with others and either directly or through agents, contractors, subcontractors, nominees or otherwise.
13. To adopt, acknowledge, ratify and perform any contract, act or transaction entered into or made for account or on behalf of the Company before incorporation with or without modifications as the Directors may think fit.
14. To undertake and carry out any other business, act or activity which in the opinion of the Directors may be carried out usefully, incidentally or in parallel with any other object or business of the Company or which may enhance directly or indirectly the value, usefulness or productivity of any of the business, work, assets or rights of the Company.
15. Generally to do all such other things as may appear to the Company to be useful, incidental or conducive to the attainment, directly or indirectly, of the above objects or any of them.
    It is hereby declared that in interpreting this clause the powers conferred on the Company by any paragraph hereof shall not be limited or restricted in any way by reference to any other paragraphs or the name of the Company and each paragraph shall be interpreted independently as if each one of them contained the main object of the Company.
    And it is further declared that where in this clause the word "company" does not refer to this Company, it shall be deemed to include any company or body corporate with limited liability or not or other legal person whether the same has its

place of business in Cyprus or abroad and whether the same has been incorporated under the Laws of the Republic of Cyprus or of any other State. And the word "person" (unless the context expressly otherwise requires) shall be deemed to include a legal person.

1. LIABILITY
   The liability of the Members is limited.
2. SHARE CAPITAL

5.1 The share capital of the Company is USD 2,700,000 divided into 270,000,000 shares of USD 0.01 each, with power of the Company to increase or reduce the same and with power to issue any of the shares in the capital, original or increased, with or subject to any preferential, special, restricted, defined or differed rights, privileges or terms as to dividend, repayment of capital, voting rights, surplus assets or otherwise, as well as with power to convent the currency of the share capital of the Company into any other currency within the framework of the reorganisation or restructuring in accordance with the Law.

THE COMPANIES LAW, CAP. 113

ARTICLES OF ASSOCIATION

OF

SEABIRD EXPLORATION SE

A EUROPEAN PUBLIC COMPANY LIMITED BY SHARES

1. INTERPRETATION

These regulations shall be read, construed and applied on the basis that the same are designed for a European public limited liability company (Societas Europaea or SE) within the meaning of the Law and the European Regulation.

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. "Administrative Organ"
2. "Annual meeting of the Company" or "Annual General Meeting"
3. "Articles"
4. "Auditors"
5. "Board" or "Board of Directors"
6. "business partners"
7. "Chairman of the Board"
8. "Cyprus"
9. " Director"
10. "Distribution"

Meaning

means the Board of Directors and the term "Administrative Organ" and "Board" or "Board of Directors" are used interchangeably and synonymously in these Articles.

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 0 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 0.

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.

1.11	"Eligible Person"	means individuals, corporations, trusts, the estates of deceased individuals,
		partnerships and unincorporated associations of persons.
1.12	"Euronext VPS"	means Euronext Securities Oslo
1.13	"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.

1.14 "European Regulation"Means collectively, the Council Regulation (EC) 2157/2001 of 8 October 2001 on the Statute for a European company (SE), the Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European Company with regard to the involvement of employees and the European Public Limited Liability Company Regulations of 2006 (Κ.Δ.Π 290/2006) and European Public Limited Liabilities Companies (Amending) Regulations of 2018 (Κ.Δ.Π 367/2018)

1. "Extraordinary Meeting of the Company" "or General Meeting" or "Extraordinary General Meeting"
2. "Meeting of Shareholders"
3. "Member" or "Shareholder"

means any Meeting of Members other than an Annual General Meeting

means any meeting of Shareholders

means every person who agrees to become a member of the Company and whose name is entered in the Register.

1.18	"Memorandum"	means the Memorandum of Association of the Company.
1.19	"Oslo Stock Exchange" and	The Oslo Stock Exchange, Norway.
	"OSE"
1.20

1.21 "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;

1.22 "Resolution of Members" or "Ordinary Resolution"

means a resolution approved at a duly constituted meeting of Members by the affirmative vote of a simple majority of such Members as, being entitled so to do, vote in person or by proxy.

1.23	"the Seal"	means the common seal of the Company.
1.24	"Share"	means an issued and paid up share in the share capital of the Company.
1.25	"Shareholder"	means a holder of a Share of the Company
1.26	"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.
1.27	"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.
1.28	"the Register"	means the register of Members of the Company kept at the Company's
		registered office and the overseas register within the meaning of the Law,

held or kept by Euronext VPS or such other person or body corporate who may from time to time be appointed by the Board in replacement of Euronext VPS.W

1.29

1.30

2. SHARES AND SHARE CAPITAL

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

1. 1. 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.
2. The Company may not issue fractions of a Share.
3. Shares may be issued in one or more series of Shares as the Directors may by Resolution of Directors determine from time to time.
4. 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:
5. 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.
6. 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.
7. 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 per cent of the issued Shares in that class, provided that at least half of the issued share capital is represented. Where at least half of the issued share capital is not represented, the decision shall be taken by a majority of two-thirds of the votes, corresponding to the represented issued capital/represented securities. For the avoidance of doubt, where the Company has two or more classes of shares, every decision by the General Meeting shall be subject to a separate vote by each class of members whose rights are affected thereby in the manner set out in this regulation.1
8. 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
9. The Company may from time to time by ordinary resolution increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.
10. The Company may by ordinary resolution:
11. 1. consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;
    2. subdivide its existing shares, or any of them, into shares of a smaller amount than is fixed by the memorandum of association, subject, to the provisions of section 60(1)(d) of the Law
    3. cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.
12. The Company may be special resolution, reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with, and subject to, any authorisation and/or consent required by Law and provided that the Company's subscribed share capital does not fall below the minimum amount required by the European Regulation

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

1 Article 60 of the European Council Regulation (EC) 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (the EU Regulation).

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:

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 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-Regulation4.2 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-Regulation4.3 and that Shareholder shall be discharged from any further obligation to the Company.

5. PURCHASE OF OWN SHARES

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.
2. 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.
3. 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.
4. 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

7.1 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 no later than six (6) months following the end of its financial year2, and shall specify the meeting as an Annual General Meeting in the notices calling it. The Directors shall not permit more than 15 months to

2 Article 54(1) of the EU Regulation.