Trinity Exploration & Production : Proposed New Articles of Association

The Companies Act 2006

ARTICLES OF ASSOCIATION

of

TRINITY EXPLORATION & PRODUCTION PLC

Public Company Limited by Shares

(Adopted by a Special Resolution on 29 December 2016)

	CONTENTS
PRELIMINARY	1
1	EXCLUSION OF MODEL ARTICLES AND TABLE A	1
2	DEFINITIONS AND INTERPRETATION	1
SHARES 3
3	RIGHTS ATTACHING TO SHARES	3
3A.	THE DEFERRED SHARES	3
4	REDEMPTION OF SHARES	4
5	PURCHASE OF SHARES	4
6	FINANCIAL ASSISTANCE	4
7	ALLOTMENT AT A DISCOUNT	4
8	PAYMENT OF COMMISSION AND BROKERAGE	4
9	ALLOTMENT OF SHARES	4
10	RECOGNITION OF TRUSTS	4
SHARE CERTIFICATES	5
11	UNCERTIFICATED SHARES	5
12	SHARE CERTIFICATES AND RIGHT TO SHARE CERTIFICATES	5
13	SHARE CERTIFICATE OF JOINT HOLDERS	6
14	REPLACEMENT OF SHARE CERTIFICATES	6
15	PAYMENT FOR SHARE CERTIFICATES	6
VARIATION OF RIGHTS	6
16	VARIATION OF CLASS RIGHTS	6
17	SEPARATE GENERAL MEETINGS	6
18	ISSUES OF FURTHER SHARES	6
CALLS ON SHARES	6
19	CALLS	7
20	TIMING AND PAYMENT OF CALLS	7
21	LIABILITY OF JOINT HOLDERS	7
22	INTEREST DUE ON NON-PAYMENT OF CALLS	7

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23	DEEMED CALLS	7
24	POWER TO DIFFERENTIATE BETWEEN HOLDERS	7
25	PAYMENT OF CALLS IN ADVANCE	7
FORFEITURE AND LIEN	7
26	NOTICE IF CALL OR INSTALMENT NOT PAID	7
27	FORM OF NOTICE	8
28	FORFEITURE FOR NON-COMPLIANCE	8
29	NOTICE AFTER FORFEITURE	8
30	DISPOSAL OF FORFEITED SHARES	8
31	ANNULMENT OF FORFEITURE	8
32	CONTINUING LIABILITY	8
33	LIEN ON PARTLY-PAID SHARES	9
34	ENFORCEMENT OF LIEN BY SALE	9
35	APPLICATION OF SALE PROCEEDS	9
36	STATUTORY DECLARATION	9
TRANSFER OF SHARES	9
37	TRANSFERS OF UNCERTIFICATED SHARES	9
38	FORM OF TRANSFER	9
39	RIGHT TO DECLINE REGISTRATION	10
40	FURTHER RIGHTS TO DECLINE REGISTRATION	10
41	NOTICE OF REFUSAL TO REGISTER	10
42	RETENTION OF INSTRUMENTS OF TRANSFER	10
43	NO FEE FOR REGISTRATION	10
44	DESTRUCTION OF DOCUMENTS	10
TRANSMISSION OF SHARES	11
45	TRANSMISSION ON DEATH	11
46	PERSON ENTITLED BY TRANSMISSION	11
47	RESTRICTIONS ON ELECTION	12
48	RIGHTS OF PERSONS ENTITLED BY TRANSMISSION	12
UNTRACED SHAREHOLDERS	12
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49	POWER TO SELL SHARES	12
50	POWER TO SELL FURTHER SHARES	12
51	AUTHORITY TO EFFECT SALE	13
52	NO TRUST	13
ALTERATION OF CAPITAL	13
54	CONSOLIDATION AND SUB-DIVISION	13
55	FRACTIONS OF SHARES	13
56	REDUCTION OF SHARE CAPITAL	14
GENERAL MEETINGS	14
57	ANNUAL GENERAL MEETING	14
58	EXTRAORDINARY GENERAL MEETINGS	14
59	CONVENING OF EXTRAORDINARY GENERAL MEETINGS	14
NOTICE OF GENERAL MEETINGS	14
60	LENGTH AND FORM OF NOTICE	14
61	SHORT NOTICE	14

62 OMISSION OR NON-RECEIPT OF NOTICE OF RESOLUTION OR MEETING OR PROXY 15

63	POSTPONEMENT OF GENERAL MEETINGS	15
PROCEEDINGS AT GENERAL MEETINGS	15
64	QUORUM	15
65	PROCEDURE IF QUORUM NOT PRESENT	15
66	ARRANGEMENTS FOR SIMULTANEOUS ATTENDANCE, SECURITY AND ORDERLY
	CONDUCT	15
67	CHAIRMAN OF GENERAL MEETINGS AND CASTING VOTE	16
68	ADJOURNMENTS	16
69	DIRECTORS' RIGHT TO ATTEND AND SPEAK	17
70	AMENDMENTS TO RESOLUTIONS	17
71	METHOD OF VOTING AND DEMAND FOR A POLL	17
72	TIMING AND PROCEDURE FOR A POLL	17
VOTES OF MEMBERS	18
73	VOTES OF MEMBERS AND OF JOINT HOLDERS	18
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74	VOTING ON BEHALF OF INCAPABLE MEMBER	18
75	SUSPENSION OF RIGHTS FOR NON-PAYMENT OF CALLS AND NON-DISCLOSURE OF
	INTERESTS	18
76	OBJECTIONS TO AND ERRORS IN VOTING	20
77	VOTING ON A POLL	20
78	EXECUTION OF PROXIES	20
79	APPOINTMENT OF PROXIES	21
80	DELIVERY OF PROXIES	21
81	VALIDITY OF PROXIES	22
82	AUTHORITY OF PROXIES TO CALL FOR A POLL	22
83	CANCELLATION OF PROXY'S AUTHORITY	22
84	CORPORATE REPRESENTATIVES	22
85	POWERS OF CORPORATE REPRESENTATIVES	22
DIRECTORS	22
86	NUMBER OF DIRECTORS	22
87	DIRECTORS' SHAREHOLDING QUALIFICATION	22
88	AGE OF DIRECTORS	23
89	OTHER INTERESTS OF DIRECTORS	23
90	DIRECTORS' FEES	23
91	DIRECTORS EXPENSES	23
92	ADDITIONAL REMUNERATION	23
ALTERNATE DIRECTORS	23
93	ALTERNATE DIRECTORS	23
BORROWING POWERS	24
94	DIRECTORS' BORROWING POWERS AND RESTRICTIONS ON BORROWING	24
POWERS AND DUTIES OF DIRECTORS	24
95	POWERS OF COMPANY VESTED IN THE DIRECTORS	24
96	PENSIONS, INSURANCE AND GRATUITIES FOR DIRECTORS AND OTHERS	24
97	LOCAL BOARDS	25
98	ATTORNEYS	25

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