Minutes from an Extraordinary General Meeting, December 5th 2014

Minutes from an Extraordinary General Meeting, December 5th 2014
12
Dec
2014
Reports - 12 December, 2014

On December 5th 2014, at 2 PM (CET), the Extraordinary General Meeting was held in Aladdin Oil & Gas Company ASA, at Scandic Fornebu, Martin Linges vei 2, 1364 Fornebu, Norway. The Chairman of the Board of Directors, John Richard Shaw, opened the Extraordinary General Meeting and performed registration of the Shareholders in attendance and of the powers of attorney. Present at the Meeting was 31,542,404 of the Company's 73,106,907 total shares issued, corresponding to 43,15% of the Company's share capital.

The following items were on the agenda:

1. Election of a person to chair the meeting and election of a representative to co-sign the minutes.

Chairman of the Board of Directors, John Richard Shaw was elected to chair the meeting. Annar Bjørn Ursin-Holm was elected to co-sign the minutes.

2. Approval of the summons and the agenda.

There were no objectors to the summons or the agenda, which where duly approved. The meeting was thus lawfully convened.

3. Resignation of, and appointment of new directors.

From the current board, John Richard Shaw, Claude Henri Emile Gueant, Stine Fjell and Olga Helen Lady Olga Hay resigned.

The Shareholders Nomination Committee proposed the following new board members:

Atle Torbjørn Karlsvik, as Chairman of the Board of Directors

Adv. Monica Malm

Kirsti Beate Ballangrud Prestmarken, as Alternate Director

New members of the Board of Directors was elected:

Atle Torbjørn Karlsvik, as Chairman of the Board of Directors

Adv. Monica Malm

Kirsti Beate Ballangrud Prestmarken, as Alternate Director

The Board of Directors will comprise the following members after the shareholder Meeting:

Atle Torbjørn Karlsvik, as Chairman of the Board of Directors

Adv. Monica Malm

Annar Bjørn Ursin-Holm

Kirsti Beate Ballangrud Prestmarken, as Alternate Director

4. Proposal to reverse two General Meeting resolutions made on August 29th 2014 to increase the share capital of the Company.

The Agreement referred to in paragraph 6 of the Minutes from the Extraordinary General Meeting held on August 29th 2014 was not implemented.

The agreement referred to in paragraph 7 of the same Minutes therefore has lapsed. No liability for the Company arises from either occurrence.

Accordingly § 4 of Aladdin Oil & Gas Company ASA's Articles reads: "The share capital of the Company is NOK18,276,743.03 divided into 73,106,907 shares with a nominal value of NOK 0.25 each."

5. Proposal to change the name from Aladdin Oil & Gas Company ASA to Araca Energy ASA.

It was elected that § 1 of Aladdin Oil & Gas Company ASA's Articles of Association would be amended from: “The name of the Company is Aladdin Oil & Gas Company ASA. The Company is a Public Limited Liability Company.” To: “The name of the Company is Araca Energy ASA. The Company is a Public Limited Liability Company.”

6. Proposal to approve two SPAs with Levant Energy Limited

The proposal was not put to the Meeting as the new board will present new SPAs in the near future.

7. Proposal to approve an increase of the share capital by issue of consideration shares

The proposal fell as result of the outcome of paragraph 6.

8. Proposal to approve the issue of 10,000,000 new ordinary shares in lieu of fees.

The proposal fell as result of the outcome of paragraph 6 and 7.

9. Proposal to approve placing of 2,000,000 new ordinary shares of Aladdin Oil & Gas Company ASA for cash.

The proposal was not put to the Meeting as the Company had agreed new funding arrangements to meet cash obligations for its existing operations in Ukhta.

Bærum, December 5th 2014

On behalf of Aladdin Oil & Gas Company ASA's Board of Directors

John Richard Shaw, Chairman of the Board of Directors

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