SUMMONS TO THE ORDINARY GENERAL ASSEMBLY NORDIC PETROLEUM AS

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1 To the shareholders in Nordic Petroleum AS SUMMONS TO THE ORDINARY GENERAL ASSEMBLY IN NORDIC PETROLEUM AS All Shareholders in Nordic Petroleum AS are hereby convened to the Ordinary General Assembly on June 8 th 2011 at hours At the Victoria Hotel, Turngt. 3, 1606 Fredrikstad, Norway. Before the start of the actual meeting a presentation regarding the status and plans of the company will be held. The presentation will start at hours with duration of approx. 45 minutes, followed by a short break before the General Assembly starts at hours. The Agenda of the Assembly is as follows: 1. Opening of the General Assembly by the Chairman of the Board. 2. Register of all participating shareholders and authorised representatives with Power of Attorney. 3. Election of chairman for the General Assembly and a co-signer of the Minutes of the Meeting. 4. Approval of the Summons and Agenda for the meeting. 5. Approval of the Yearly Accounts and the Annual Report for Auditors Report. 6. Establishing the Board members directors' fees 2010/ Determining the Auditor s fee for Power of Attorney authorizing the Board of Directors for a capital increase through the issuance of new shares. 9. Resolution and issuance of shares in March 2011 issue (based on cash and debt conversion) 1

2 10. Authorization to the Board for the acquisition of own shares 11. Share option program All recommendations to the General Assembly s decision making regarding items 5-11 in the agenda are hereby attached and available on the website. The yearly accounts are distributed electronically via the website: They will also be handed out in the meeting. Nordic Petroleum AS has quite a large number of shareholders. In order to simplify the formal control of shareholders and authorised representatives with Power of attorney, the Shareholders who are participating in the ordinary General Assembly are required to fill in the enclosed Participation Form and return to: Nordic Petroleum AS P.O.box 124 Begby N-1638 Gamle Fredrikstad Attn.: Mr. Arild Tolfsen, CEO arild.tolfsen@nop.as The Participation Form must be received by the Company within June 6 th, 2011 at hours. All Shareholders who themselves are prevented from participation have the right to participate by authorised representative with written and dated proxy. The Proxy may also be given to the Chairman of the Board. Fredrikstad Nordic Petroleum AS Øistein Nyberg Chairman of the Board 2

3 AGENDA ITEM NO 5: Attachments and recommendations for approval 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. According to the Statute 11, documents to be submitted for consideration by the AGM are available for review on the company website. Recommendation for approval: 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. AGENDA ITEM NO 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 ,- Payment to each Board Member kr ,- (Per Gunnar Løge, Kjell Øivind Hansen and Svein Ove Bjørnestad) Recommendation for approval: The Annual General Meeting approves the proposed Board compensation for 2010/11 with NOK ,- to the chairman and NOK ,- to each board member. AGENDA ITEM NO 7: Determining the Auditor s fee The Auditor s fee is approved according to the invoice. Recommendation for approval: The Auditor s fee is approved according to the invoice. AGENDA ITEM NO 8: Power of Attorney authorizing the Board of Directors for a capital increase through the issuance of new shares 3

4 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, As per today the Board has executed the Power of Attorney by increasing the Share Capital to NOK 6,453, The Board now applies for a new Power of Attorney replacing the one issued on June 21 st, 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, 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 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. 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. AGENDA ITEM NO 9: 4

5 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 2010 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 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, with NOK 495,000 to NOK 19,868, 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. Approval of the Board's proposed statute amendments The wording of 4 is amended from: "The share capital is NOK 19,373, 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, divided into 397,369,166 shares each with a nominal value of NOK 0.05" AGENDA ITEM NO 10: Authorization to the Board for the acquisition of own shares 5

6 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 AGENDA ITEM NO 11: Share option program - Issuance of warrants All previous options have now expired since the last expiration Thus, there are no outstanding options or warrants program for the company at present. The main reason for the lack of exercise is that the market price of shares has fallen below the strike price and thus it has not been profitable for the owners exercise the options. In other words these options have so far not represented any real value for the holders, in terms of positive gains. Freestanding warrants is a financial instrument that gives the holder the right to demand the issue of one or more new shares from the company. The issue of warrants means that the company is committed contractually to issue shares when the holder of the warrant is entitled to claim it, and to implement the increase of the share capital as is required. The purpose of such warrants/options is that they will be an incentive scheme that rewards effort and results. The company's board is also of the opinion that it has invested considerable work over a long time to secure funding for its operational activities. In this work, one wishes to honor leadership and the board for this work, which has been going on for a long time, and demanded hard work far beyond the norm. So long as the company has limited ability to pay fees, the warrants/options act as an important incentive for continued motivation among the company's elected officials and management. 6

7 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 warrants - Kjell Øivind Hansen warrants - Øistein Nyberg warrants - Svein Ove Bjørnestad warrants - Arild Tolfsen warrants 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 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. 7

8 ATTACHMENT NO 2 to the Summons PARTICIPATION FORM The undersigned hereby confirms that I will participate in the Ordinary General Assembly in the company Nordic Petroleum AS on June 8 th 2011, at hours. I own. shares I have Power of Attorney for: (please enclose the Power(s) of Attorney) shares Signature: Name/Company/Tel.No: (capital letters) Place/ Date: The Participation Form is returned to: Nordic Petroleum AS P.O.Box 124 Begby N GAMLE FREDRIKSTAD Norway Attn.: CEO, Mr. Arild Tolfsen arild.tolfsen@nop.as If you wish to attend the Ordinary General Assembly, the Meeting Participation Form must be mailed to the company and be received prior to the meeting, not later than June 6 th 2011 at h. If the Participation Form has not been received within this deadline, your admission to the meeting may be denied. Powers of Attorney, for the Meeting (copies) or voting for other shareholders, should be attached this form, and the Original Power of Attorney brought to the meeting. 8

9 ATTACHMENT NO 3 to the Summons POWER OF ATTORNEY As the owner of shares in Nordic Petroleum AS, I hereby give (mark with an X) Øistein Nyberg (Chairman of the Board) (Fill in name and person ID no. capital letters) Power of Attorney to represent me and vote on my behalf for my number of shares in the Ordinary General Assembly in Nordic Petroleum AS on June 8 th 2011 at hours. If neither of the alternatives above has been marked with an X, it is assumed that the Power of Attorney is given to the Chairman Øistein Nyberg. If the Power of Attorney has been given to the Chairman Øistein Nyberg, he has the right to appoint one of the other Board Members or a representative from the Management to represent the number of shares and vote for these during the meeting. Signature: Name/Company/Tel.No: Place/ Date: (capital letters) The Power of Attorney is returned to: Nordic Petroleum AS P.O.Box 124 Begby N GAMLE FREDRIKSTAD Norway Attn.: Mr. Arild Tolfsen, CEO arild.tolfsen@nop.as If the Power of Attorney is given on behalf of another company or legal person, a Company Certificate (firmaattest) and/or Power of Attorney must be enclosed, showing that the signee has been authorised to give this Power of Attorney. 9

10 To the general meeting in Nordic Petroleum AS An account in connection with the increase of the share capital in Nordic Petroleum AS upon conversion of debt The undersigned Board of Nordic Petroleum AS hereby pursuant to 10-2, cf. 2-6 issues the following statement in connection with the increase of the share capital of the Company upon conversion of debt into share capital: The Board submits a proposal to the General Assembly that Øistein Nyberg and Arild Tolfsen shall subscribe for 3,450,000 shares each, a total of 6,900,000 new shares in Nordic Petroleum AS at NOK 0.05 for each share settlement upon conversion of the debt claim Øistein Nyberg and Arild Tolfsen have against Nordic Petroleum AS. It is confirmed that the value of the debt in Nordic Petroleum AS to Øistein Nyberg and Arild Tolfsen equal the share contribution, a total of NOK 345,000, on the shares issued by the Nordic Petroleum AS as compensation. Fredrikstad, 26. mai 2011 The Board of Directors in Nordic Petroleum AS Øistein Nyberg Chairman Sign. Kjell Hansen Board Member Sign. Per Gunnar Løge Board Member Sign. Svein Ove Bjørnestad Board Member Sign. Here follows a confirmation by the auditor on the account given by the Board: 10

SUMMONS TO THE ORDINARY GENERAL ASSEMBLY IN NORDIC PETROLEUM AS

To the shareholders in SUMMONS TO THE ORDINARY GENERAL ASSEMBLY IN NORDIC PETROLEUM AS ****** All Shareholders in are hereby summoned to the Ordinary General Assembly on 26.4.2012 at 18.00 hours At the