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Approved Articles of Association Public Translation from Ukrainian into English APPROVED by resolution of General Shareholder Meeting of Public Joint-Stock Company UKRNAFTA Minutes No. 29 19 September 2019 ARTICLES OF ASSOCIATION PUBLIC JOINT-STOCK COMPANY UKRNAFTA Identification code 00135390 (amended version) Kyiv 2019 1. GENERAL PROVISIONS 1.1. Open Joint-Stock Company Ukrnafta was established by the order of the State Oil and Gas Committee of Ukraine No. 57 dated 23 February 1994 through the transformation of Ukrnafta Production Association, a state-owned enterprise, into an open joint-stock company in pursuance of the Decree of the President of Ukraine on the Corporatization of Enterprises No. 210/93 dated 15 June 1993. 1.2. The Company is a successor of state-owned enterprise Ukrnafta Production Association. 1.3. Under the resolution of the General Shareholder Meeting of 2011-03-22, the type and the name of Open Joint-Stock Company Ukrnafta has been changed into PUBLIC JOINT-STOCK COMPANY UKRNAFTA (hereinafter referred to as “the Company”). By legal form, the Company is a joint-stock company. By type, the Company is a public joint-stock company. 1.4. The Company is a public joint-stock company and is deemed to have carried out a public offering of securities in accordance with clause 5 of the Final and Transitional Provisions of the Law of Ukraine on Amendments to Certain Legal Acts of Ukraine Regarding Simplification of Doing Business and Attracting Investments by Securities Issuers No. 2210-VIII dated 2017-11-16. 1.5. The Company is incorporated and acts under the applicable laws of Ukraine, these Articles of Association, and the internal documents of the Company. 1.6. The Company is established for an indefinite period and acts without limitations on the duration of the Company. 1.7. Name of the Company: 1.7.1. Full name in Ukrainian: ПУБЛІЧНЕ АКЦІОНЕРНЕ ТОВАРИСТВО «УКРНАФТА» / PUBLICHNE AKTSIONERNE TOVARYSTVO “UKRNAFTA”. 1.7.2. Short name in Ukrainian: ПАТ «УКРНАФТА» / PAT “UKRNAFTA”. 1.7.3. Full name in English: PUBLIC JOINT-STOCK COMPANY UKRNAFTA. 1.7.4. Short name in English: PJSC UKRNAFTA. 1.8. Address of the Company: 3-5 Nestorivskyi Ln., Kyiv 04053, Ukraine. 1.9. The Company shall assume the rights of a legal entity upon its state registration. 1.10. The Company may own, utilize and dispose of the property in its ownership, in a manner not prohibited by the applicable laws of Ukraine, the Articles of Association, and the internal documents of the Company. 1.11. The Company shall not be liable for the obligations of the shareholders. In the event that the shareholders commit unlawful acts, the Company and its bodies may not be subject to any sanctions that restrict their rights, except as otherwise provided by law. 1.12. The Company shall not be liable for the obligations of the State, and the State shall not be liable for the obligations of the Company. 1.13. The shareholders shall not be liable for the obligations of the Company and shall bear the risk of loss in connection with the activities of the Company only to the extent of the shares that they hold. The shareholders may not be subject to any sanctions that restrict their rights in the event that the Company or other shareholders commit unlawful acts. 1.14. Interference of the State and public authorities into the economic and other activities of the Company shall not be allowed, unless otherwise provided by the laws of Ukraine. 1.15. The property in the ownership of the Company, its subsidiaries and separate units (branches, representative offices) as well as the property transferred thereto for use shall not be subject to seizure, nationalization, confiscation and other enforced assignment whatsoever other than through 2 a relevant court decision or on the grounds and in accordance with the procedure established by the laws of Ukraine. 1.16. To accomplish its purpose, the Company may undertake the following according to the procedures established by the laws of Ukraine, its Articles of Association, internal documents, and resolutions of the Company’s bodies adopted within their remits, namely: 1) enter into any civil economic relationships, carry out operations not prohibited by the laws of Ukraine in connection with property in its ownership; 2) plan its activities, functions and implementation methods at its sole discretion; 3) be a founder and a member of other business entities, enterprises, associations thereof, and institutions of other legal forms; 4) acquire corporate rights, act as an investor of other business entities; 5) address financial and logistics issues at its sole discretion to support its economic activities, as well as set up and use material and financial resources to that end; 6) purchase, obtain on a free-of-charge basis, pledge, lease, transfer for use on a free-of-charge or paid basis, donate, exchange, and take other action in connection with the assignment or transfer of property in its ownership for use, as well as purchase, obtain property, securities, etc., as a gift and for use; 7) lease property that is in public, communal and third-party ownership; 8) issue and sell securities and derivatives, allocate them in and outside the territory of Ukraine, purchase securities and acquire rights thereto; 9) participate in financial loan relationships, including lending and borrowing, give donations, provide charitable and sponsorship assistance, make and withdraw bank deposits, participate in investment activities; 10) execute deeds / enter into transactions (agreements, contracts), including purchase-sale agreements, deeds of gift, contractor, agency, commission agency, lease, insurance of all types whatsoever, freight forwarding, storage agreements and other types of deals; 11) enjoy full participation in international business relationships; 12) determine remunerations and working conditions, principles of conduct, work and holidays for the Company’s workers at its sole discretion; 13) as an issuer, represent and defend the interests of the shareholders of the Company; 14) participate in and hold auctions, exhibitions, and fairs; 15) act as a claimant, defendant, third party, etc., in court, commercial court, administrative court, court of arbitration, and in courts of other types, including courts in foreign countries; 16) enjoy other rights provided by the laws of Ukraine and by the norms of international law for business entities; 1.17. The Company shall decide at its sole discretion on its structure and shall establish, reorganize and liquidate its separate units (branches, representative offices). The Company shall consist of separate units that are not legal entities and that act under regulations thereon subject to approval by the Supervisory Board of the Company. 1.18. The Company shall take necessary measures to safeguard and protect State and trade secrets, confidential information. The Company shall participate in the social development of cities, villages and towns and take measures for mobilization and civil defense. 1.19. The Company shall plan main directions of its activities and determine prospects for growth at its sole discretion, being governed by the demand for the Company’s goods, works and services, provided that the activities are self-sufficient and profitable. 3 1.20. The Company shall sell its products, perform works and provide services at prices and tariffs set in view of the Company’s purposes and in accordance with the provisions of the applicable laws of Ukraine. 1.21. The Company shall be liable for its obligations to the extent of all property in its ownership and the funds, which may be collected in accordance with the procedures established by law. 1.22. The Company shall undergo an admission procedure in order to trade shares on a stock exchange and maintain admission at least on one Ukrainian stock exchange. The Company may conduct public and private placement of securities. The Company shall conduct a public offering of equity shares and/or the shares of the Company shall be admitted to trading on a stock exchange, meaning it shall be listed on a stock exchange. 2. PURPOSE AND OBJECTIVES OF THE COMPANY 2.1. The Company shall operate with a purpose to produce oil and gas, provide consumers with refined products, produce other types of products to meet the needs of the market of energy resources, introduce inventions and other innovations into various areas of economic activity and international business; prospect for and explore new oil and gas fields; process oil and gas; perform any types of production and commercial activity whatsoever not prohibited by the current laws of Ukraine with a view to generate profit. 2.2. Core operations of the Company shall include: 2.2.1. Comprehensive support to oil and gas production, increasing the recovery of oil and gas condensate, and production of associated products. 2.2.2. Development of producing assets; appraisal, exploration and development drilling of oil, gas and water wells; introduction of state-of-the-art technologies into the search for deposits and to the production of oil, gas, and condensate. 2.2.3. Processing of crude oil and gas and sale of finished products. 2.2.4. Use of own crude for toll manufacturing of fuels and lubricants; procurement of oil, gas and other types of fuel and lubricant materials, and the sale thereof. 2.2.5. Geological surveying of the subsurface, including pilot field development and commercial development of (operation on) oil, gas and gas condensate fields, groundwater deposits and deposits of other associated mineral resources; production, field preparation, processing and transportation of oil, gas, condensate, groundwater, and other associated mineral resources; sale and supply of oil, gas, condensate and the refined products thereof, refined products of groundwater and other mineral resources, in Ukraine and abroad; development drilling for putting new hydrocarbon producing assets into operation; seeking for and introducing innovative technologies, materials and equipment into all types of activities.
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