Minutes of the Annual General Meeting for NORDIC PETROLEUM AS The annual general meeting of Nordic Petroleum AS was held on the 8 th of June 2011 at 18.00 hrs. The meeting was held at Victoria Hotel, Turngt. 3, 1606 Fredrikstad, and prior to the meeting a presentation of the company s status and future plans was given. The following resolutions were considered and decided upon: 1. Opening of the annual general meeting The ordinary general meeting of shareholders was opened by the Chairman Mr. Øistein Nyberg. The general manager Arild Tolfsen was also in attendance. 2. Register of shareholders in attendance and proxies represented The following were in attendance: 1) Kjell Øivind Hansen own and 3 proxies 23,409,854 shares 2) Øistein Nyberg own and 3 proxies 41,597,301 shares 3) Arild Nilsen own and 2 proxies 13,570,467 shares 4) Harry Th. Skare 11,050,000 shares 5) Per Gunnar Løge own and 1 proxy 8,852,932 shares 6) Arild Tolfsen own and 7 proxies 18,201,279 shares 7) Svein Erik Olsen 4,633,306 shares 8) Knut Styren 2,350,000 shares 9) Even Elander 3,136,700 shares 10) Mark Nyberg 25,000 shares 11) Øyvind Johannessen 1 proxy 1,523 shares Consequently there were 126,828,362 shares representing 32.7 % of the voting shares at the ordinary general meeting of shareholders out of the total of 387,474,163 shares. 3. Election of chairman for the General Meeting and a co-signer of the Minutes of the Meeting. Per Gunnar Løge was put forward as a candidate and elected to chair the meeting. Harry Skare and Øistein Nyberg were elected to sign the minutes. 4. Approval of the Summons and Agenda for the meeting. 1
The shareholders approved the summons for the meeting and its agenda, and the annual general meeting was declared legally opened. 5. Approval of the Yearly Accounts, profit and loss and balance sheet, notes and the Annual Report for 2010 as well as the Auditors Report. We refer to the Yearly Accounts, profit and loss and balance sheet, notes and the Annual Report for 2010 as well as the Auditors Report, which are available on the website and handed out before the meeting. The General Meeting Approves the Yearly Accounts, profit and loss and balance sheet, notes and the Annual Report for 2010 as well as the Auditors Report. 6. Establishing the Board members directors' fees In line with previous years' practice the following directors' fees for 2010/11 are proposed: Payment to the Chairman Øistein Nyberg kr 60,000.- Payment to each Board Member kr 40,000.- (Per Gunnar Løge, Kjell Øivind Hansen and Svein Ove Bjørnestad) The Annual General Meeting approves the proposed Board compensation for 2010/11 with NOK 60,000.- to the chairman and NOK 40,000.- to each board member. 7. Determining the Auditor s fee It was informed about the auditors work and remuneration. The Auditor s fee is approved according to the invoice. The Auditor s fee is approved according to the invoice and as is detailed in the note 3 of the accounts as kr 47,500 for auditing and kr 25,000 for attestations. 8. Power of Attorney authorizing the Board of Directors for a capital increase through the issuance of new shares 2
The Board was given a two year Power of Attorney in the General Assembly of June 21 st, 2010 to carry out increases in share capital. The Power of Attorney gives the right to increase the Share Capital with up to NOK 6,460,032.60. As per today the Board has executed the Power of Attorney by increasing the Share Capital to NOK 6,453,392.95. The Board now applies for a new Power of Attorney replacing the one issued on June 21 st, 2010. The Board suggests that the General Assembly passes the following resolution: 1. The Board of Directors is given Power of Attorney to increase the Company s share capital up to NOK 9,686,729.15.-. The Board will decide the nominal value of each share. The subscription price should however, be between NOK 0,05 (minimum) and NOK 10,- per share. 2. The Shareholders priority according to The Companies Act 10.4 can be deviated. 3. The Power of Attorney refers to Share Capital increase against other assets than money, the right to contract other, specific responsibilities on behalf of the Company and decision regarding merging. 4. The Power of Attorney is valid until 25 th May 2013. 5. The Power of Attorney contains the right to change the Company By-laws in line with eventual Share Capital increases carried out based on the Power of Attorney. 6. All previous Powers of Attorney regarding Share Capital increase are revoked. The Company is at present carrying out an ambitious development program of the Alberta, Canada assets, and has a small and effective organization to safeguard the operation and development of our licenses. We have also worked intensively during the last year outside of Norway to get a financial and industrial partner for the development of the oil sands license in the Athabasca Oil Sands. The proposal for a new Power of Attorney to carry out increases in share capital is primarily substantiated with the need for and necessity of being able to quickly implement share issues for financing the work program and maintenance of rights in Alberta, Canada. Further, the Power of Attorney can be used for possible acquisitions and mergers, and in conjunction with share issues towards companies and persons. The proposal will, if the Power of Attorney is used, lead to a certain dilution of the Company s shareholders in the short term. In the long term, we anticipate that the field will be considerably more valuable as we expect to upgrade the potential resources of nearly 300 million barrels of oil in the ground to the so-called economically recoverable resources and / or reserves. The value of reserves in the local market in Alberta is significantly more valuable than the current resources, with the valuation the company has under the OTC listing, which value it at about 1 cent a barrel today. The Board is at present not aware of any circumstances which would need to be taken into consideration regarding the proposed Power of Attorney in excess of the above information together with earlier information to the Shareholders. 3
The Board does not know of any incidents or occurrences after last day of balance which should be of significant importance in excess of the above and information already given to the Shareholders. Resolution: The resolution was passed unanimously by the Annual General Meeting. 9. Resolution and issuance of shares in March 2011 issue (based on cash and debt conversion) change in statute The company completed a private placement in March/April 2011 under authorization by the board. When the power of attorney was not sufficient to register all of the issue, reference agenda item 8, it is proposed to the AGM that those who have already subscribed/paid, under a separate general meeting resolution, shall be able allowed to subscribe/register the same number of shares at the same price. This includes 3,000,000 shares in a cash placement with Realium Invest AS and 6,900,000 shares equally divided between Øistein Nyberg and Arild Tolfsen through debt conversion. Otherwise, it should be noted that the shares subscribed and not paid by the Commodity Quest were canceled, reference our notice dated 20.5.2011. Thus, there is a proposal from the board to conduct an increase of share capital by issuing new shares which are settled by cash payment and offsetting. Board statement with the auditor's confirmation is attached regarding the part relating to debt conversion. The Board has submitted the following proposal for capital increase: a) The share capital is increased from NOK 19,373,458.30 with NOK 495,000 to NOK 19,868,458.30. b) The nominal value is NOK 0,05 per share. c) Price per share is NOK 0,05. d) The new shares shall be subscribed by Realium Invest AS (3,000,000 shares in cash), Øistein Nyberg (3,450,000 shares debt conversion) and Arild Tolfsen (3,450,000 shares debt conversion) e) Subscription of the, in total, 9,900,000 new shares has actually already occurred on separate subscription forms that will be linked to the new resolution from this meeting. f) Share payments shall be made immediately after subscribing by cash settlement and conversion of the debt that the subscriber has against the company. g) The new shares will carry shareholders' rights, including rights to dividends from time of the registration of the capital increase. The reason for the increase of share capital is to strengthen the company's equity and liquidity with respect to the future operation of the company. 4
Approval of the Board's proposed statute amendments The wording of 4 is amended from: "The share capital is NOK 19,373,458.30 divided into 387,469,166 shares each with nominal value of NOK 0.05" to read: "The company's share capital is NOK 19,868,458.30 divided into 397,369,166 shares each with a nominal value of NOK 0.05" The suggested resolution was unanimously passed. 10. Authorization to the Board for the acquisition of own shares Approval of the Board's proposal that the General Assembly authorizes the board to acquire own shares with the following conditions: a) The authorization is valid until 25 November 2012 b) The company may acquire shares up to a nominal value of NOK 1,937,345 c) The highest amount that can be paid for the shares is NOK 0.20 d) The lowest amount that can be paid for the shares is NOK 0.05 Point d) was suggested for removal, however, on the condition that the auditor confirms that it is legal. Resolution: After discussion with the auditor point d) consists but the price is reduced to NOK 0.01. The proposal was unanimously approved and adopted. 11. Share option program - Issuance of warrants The following proposal is submitted by the Board for approval by the General Assembly: 1. The company issues 40,000,000 warrants, each giving the right to issue one share in the company. 2. Warrants are issued to - Per Gunnar Løge 5.000.000 warrants - Kjell Øivind Hansen 5.000.000 warrants - Øistein Nyberg 10.000.000 warrants - Svein Ove Bjørnestad 5.000.000 warrants - Arild Tolfsen 15.000.000 warrants 5
4. The warrants shall be subscribed in the minutes of the meeting of the General Assembly. 5. The rights holder shall not provide any consideration for the warrants. 6. As the named persons/enterprises are given the right to subscribe for a fixed number of warrants, over-subscription is not applicable. 7. The rights holder shall have an unconditional right to demand the issue of shares within the period provided for under point 8. For each new share issued as required pursuant to the warrants referred to in point 2 there shall be paid a fee of kr 0.10 per. share. Deposits may be made only with money. 8. The deadline for the use of the right to demand the issue of shares pursuant to the warrants referred to under point 2 expires on 25.05.2013. 9. Shares issued on the basis of the subscription rights shall belong to the same class as the other shares in the company. 10. With the company's decision to increase or decrease the share capital, a new decision on the issuance of warrants and on liquidation, merger, spin-off and reorganization, the rights holders have the same rights as a shareholder. 11. The new shares entitle the rights holders to dividend from the financial year in which they have made use of the warrant. Questions were raised about the suggestion by the board and the issue was thoroughly discussed by the General Assembly. The reason for the questions was the size of the program and the strike price, which some feel should be higher. The speaker also asked about alternative proposals. None were submitted. Then the resolution was put to the vote. Resolution: 4,634,829 votes against and 11,100,000 abstentions. The rest of the votes present gave their approval for the proposal. The proposal was approved on this basis and adopted. 6
No further matters were submitted for consideration, and the meeting was adjourned. Fredrikstad, 08.06.2011 Øistein Nyberg Harry Skare 7