Articles of Association

For EnergyO Solutions Invest AB
(Reg. No. 556694-7684)

Adopted at the extraordinary shareholders’ meeting on May 22, 2024

1 § Name
The company’s name is EnergyO Solutions Invest AB. The company is a public company (publ).

2 § Registered office of the board of directors
The board of directors’ registered office shall be situated
in Stockholm, Sweden.

3 § Business
The object of the company’s business is to, directly or indirectly, make, manage and divest investments in
primarily listed companies, active within the energy sector, in Russia and within CIS (Commonwealth of
Independent States), manage movable property and to conduct any other activities compatible therewith.

4 § Share capital
The share capital shall be not less than SEK 15,000,000 and not more than SEK 60,000,000.

5 § Shares
The number of shares shall be not less than 12,000,000 and not more than 48,000,000.

6 § VPC company
The company’s shares shall be registered in a securities
register in accordance with the Swedish Financial
Instruments Accounts Act (1998:1479).

7 § Financial year
The company’s financial year shall be 1 January 1 –
December 31.

8 § Board of directors
The board of directors shall consist of not less than 3
and not more than 5 directors, without or with not more
than 2 deputy directors.

9 § Auditors
The company shall have not less than one (1) and not
more than two (2) auditors, without or with not more
than two (2) deputy auditors. As auditor and, when
applicable, deputy auditor, shall be elected an authorised
public accountant or a registered public accounting
firm.

10 § Notice of shareholders’ meeting
Notice of annual shareholders’ meetings as well as of
extraordinary shareholders’ meetings at which matters
regarding amendments to the articles of association are
to be addressed, shall be issued not earlier than six
weeks and not later than four weeks prior to the shareholders’
meeting. Notice of other extraordinary shareholders’
meetings shall be issued not earlier than six
weeks and not later than two weeks prior to the shareholders’
meeting.
Notices of shareholders’ meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and be kept available on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Dagens Industri.

11 § Collection of proxy forms, voting by post and presence of third parties at the shareholders’ meeting
The Board of Directors may collect proxy forms in accordance with Chapter 7 Section 4 second paragraph
of the Swedish Companies Act (2005:551).

The Board of Directors may, prior to a shareholders’ meeting, resolve that the shareholders shall be able
to exercise their voting rights by post, including e-mail, prior to the shareholders’ meeting.

The Board of Directors may, in accordance with Chapter 7 Section 15 first paragraph of the Swedish Companies Act (2005:551), resolve that a general meeting shall be held digitally.

Anyone who is not a shareholder shall, on terms determined by the Board of Directors, be entitled to be
present or otherwise follow the proceedings at the shareholders’ meeting.

12 § Annual shareholders’ meetings
The following business shall be addressed at annual
shareholders’ meetings:

  1. Election of a chairman of the meeting;
  2. Preparation and approval of the voting list;
  3. Approval of the agenda;
  4. Election of one or two persons who shall approve
    the minutes of the meeting;
  5. Determination of whether the meeting was duly
    convened;
  6. Submission of the annual report and the auditors’
    report as well as, where applicable, the consolidated
    financial statements and the auditors’ report
    for the group;
  7. Resolutions regarding the adoption of the income
    statement and the balance sheet as well as, where
    applicable, the consolidated income statement and
    the consolidated balance sheet;
  8. Resolutions regarding appropriation of the company’s
    profit or loss pursuant to the adopted balance
    sheet;
  9. Resolutions regarding discharge of the members of
    the board of directors and the managing director
    from liability;
  10. Determination of the number of directors and deputy
    directors of the board as well as the number of auditors and deputy auditors;
  11. Determination of fees for the members of the board
    of directors and the auditors;
  12. Election of the directors and deputy directors, if
    any, of the board as well as auditors and
    deputy auditor, if any;
    Other matters, which rest upon the shareholders’ meeting
    pursuant to the Swedish Companies Act or the articles
    of association.

13 § Liquidation
At the annual shareholder’s meeting in 2013, it shall be
determined whether the company shall enter into liquidation,
or whether the company shall continue its operations.
Should such annual shareholders’ meeting
resolve that the company shall continue its operations,
this section shall cease to apply.

14 § Amendment to the articles of association
A resolution regarding an amendment to sections 3, 13
or 14 in these articles of association is not valid unless it
is supported by more than nine tenths (9/10) of the
votes cast, representing nine tenths (9/10) of all shares
in the company.

§ 15 Reserved matters
Resolutions on reserved matters as listed below shall be dealt with at a general meeting. A valid resolution requires, in addition to the majority requirements under the Swedish Companies Act (2005:551), the support of shareholders representing at least 80% of both the votes cast and the shares represented at the general meeting.

  1. Resolution on distribution of dividends, including dividends in specie, other than such dividends as may be required under the Swedish Companies Act (2005:551).2.
  2. Resolution on acquisition of the company’s shares
    by the company, including through reduction of the company’s share capital.
  3. Resolution on rights issues of shares, warrants or convertible instruments by the company, or to vote for any such resolution in the company’s subsidiaries, that may cause dilution of shareholders’ holdings.
  4. Resolutions on corporate reorganization of any type including consolidation, merger and demerger (spin-off) of the company, or to vote for any such resolution in the company’s subsidiaries, other than such resolutions as may be required under the Swedish Companies Act (2005:551).
  5. Resolution on voluntary liquidation of the company, or to vote for any such resolution in the company’s subsidiaries, other than such resolutions as may be required under the Swedish Companies Act (2005:551).
  6. Resolution on disposal directly or indirectly of any assets of the company held directly or indirectly (through voting for a corresponding resolution in the company’s subsidiaries) whether through a single transaction or a series of related transactions with the book value exceeding 10% of the company’s balance sheet.
  7. Resolutions to vote for amendments to the company’s subsidiaries’ Articles of Association, resulting in a reduce of the authority of shareholders or shareholders meetings.
  8. Resolution on amendment to section 15 in these Articles of Association.

In addition to the above, a resolution on conversion of convertible instruments of series 2025 into shares in the company shall be made by the general meeting and the resolution is only valid if supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the general meeting. If the company has received the relevant regulatory approval, allowing conversion of all convertible instruments of series 2025, no resolution by the general meeting shall be required for conversion. In this case, conversion shall be resolved and effected by the Board of Directors.
This section 15 in the Articles of Association shall automatically cease to apply when the convertible instruments of series 2025 have been converted into shares in the company.