EXHIBIT 10.2 - TRANSLATED FROM ORIGINAL PORTUGESE
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
DECREE-LAW Ner: 27/98
FIRST ADDENDUM TO OFFICIAL JOURNAL Ner: 5/98
Published on July.... and entered
into force on July.... July, 1998.
Whereas the exploration and exploitation of natural resources, namely, the
hydrocarbons reveal to be as a relevant addition to the production of national
wealth that is needed to the development of the Country, as well as to the
establishment of welfare to the Saotomean citizen;
Whereas the establishment of a company whose business activity will be
exploration and exploitation of hydrocarbons is the needful condition to meet
this purpose,
Whereas, moreover, it is advisable the contribution from the internationally
experienced foreign companies to assure technical and financial co-partnership
to materialize this business activity, Now therefore,
The Government of the Democratic Republic of Sao Tome and Principe under the
article 99, sub-paragraph d) of the Constitution enacts and I promulgate as
follows:
Article 1
It is hereby established Sao Tome and Principe National Petroleum Company, a
public company, shortly named "STPETRO, S.A."
Article 2
It is hereby approved the Statute of STPETRO, S.A. that is attached to
this diploma.
1
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
Article 3
This decree-law enters into force under legal terms.
Approved by the Council of Ministers on June 16th, 1998.
The Prime Minister and Head of the Government
(Illegible Signature)
-----------------------
Raul Braganca Neto
The Minister of Justice, Labor
and Public Administration
(Illegible Signature)
--------------------------------
Amaro Pereira de Couto
On behalf of the Minister of Foreign Affairs
and Communities
(Illegible signature)
----------------------------------
Homero Jeronimo Salvaterra
The Minister of Defense
and Interior
(Illegible Signature)
------------------------------
Joao Quaresma Viegas Bexigas
On behalf of the Minister of Planning
and Finance
2
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
(Illegible Signature)
---------------------------------------------
Acacio Elba Bonfim
The Minister of Education, Culture
and Sports
(Illegible Signature)
--------------------------
Albertino Homem dos Santos
Sequeira Braganca
The Minister of Social Equipment
and Environment
(Illegible Signature)
---------------------------
Arlindo Afonso de Carvalho
On behalf of the Minister of Agriculture
and Fisheries
(Illegible Signature)
------------------------------
Hermenegildo de Assuncao
Sousa e Santos
On behalf of the Minister of Wealth
3
(Democratic Rep. of Sao and Principe
Decree-Law Ner.: 27/98, on Establishment
of STPETRO, S.A., Saotomean National Oil
Company; First Addendum to official Journal
Ner.:5/98, Published on July .., 1998.
Entry into force: on July.., 1998).
(Illegible Signature)
----------------------------------------
Eduardo do Carmo Ferreira de Matos
The Minister of Commerce, Industry
and Tourism
(Illegible Signature)
--------------------------------
Cosme Bonfim Afonso Rita
It has been promulgated on July 9th, 1998.
Be Published.
The PRESIDENT OF THE REPUBLIC
(Illegible Signature)
---------------------------------------
Miguel ANJOS DA CUNHA, LISBOA TROVOADA
4
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
STATUTE OF
SAO TOME AND PRINCIPE
NATIONAL PETROLEUM COMPANY
A PUBLIC COMPANY NAMED
"STPETRO, S.A. "
CHAPTER I
ESTABLISHMENT, HEADQUARTERS AND
COMMERCIAL ACTIVITIES
ARTICLE I
ESTABLISHMENT AND DURATION
1. There is hereby established a public company incorporated under the Laws of
the Democratic Republic of Sao Tome and Principe, pursuant to relevant
provisions of the applicable laws and regulations to sharing companies, that is
named Sao Tome and Principe National Petroleum Company, shortly, "STPETRO, S.A."
2. STPETRO, S.A., is an oil company established between the Government of the
Democratic Republic of Sao Tome and Principe (herein after referred to as the
"Government") and Environmental Remediation Holding Corporation (herein after
referred to as the ERHC), under the terms and conditions set up in the Agreement
between the aforementioned parties dated May 27, 1997.
3. STPETRO, S.A., is established for an indefinite time period from the date of
registration of this Statute with the Notary Public in the Democratic Republic
of Sao Tom6 and Principe.
ARTICLE 2
COMMERCIAL ACTIVITIES
1. The main commercial activities of STPETRO, S.A., are petroleum and gas
exploration and exploitation, petroleum refining, gas processing and sale of
petroleum and petroleum products as well as, securing financing, development and
procurement of petroleum and gas related activities and facilities.
2. STPETRO, S.A., shall carry on any and all the activities connected or related
to the petroleum and gas industry, as well as any other commercial activity that
is not in a collision course with its main commercial activities.
5
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
ARTICLE 3
HEADQUARTERS AND BRANCHES
1. The headquarters of STPETRO, S.A., are located in Sao Tome City in the
Democratic Republic of Sao Tome and Principe (herein after referred to as
"DRSTP", and its Administrative Council may deliberate the transfer thereof to
any place in the Saotomean territory.
2. STPETRO, S.A., through its Administrative Council, will have the authority to
open branches, agencies and representative offices thereof at any time as it
deems necessary at any place in the Saotomean territory and/or elsewhere abroad.
3. The Administrative Council of STPETRO, S.A., may establish at a time it deems
necessary affiliated companies abroad.
4. STPETRO, S.A., is interdicted to establish affiliated banks in the territory
of the DRSTP; however, it may acquire shares of the banks operating therein.
ARTICLE 4
(ENVIRONMENTAL PROTECTION)
STPETRO, S.A., shall comply with the laws, regulations, and compulsory rules on
environmental protection on carrying on its commercial activities
ARTICLE 5
(NATIONALITY)
STPETRO, S.A., and its branches, agencies and representative offices based
and/or registered in the DRSTP shall hold the Saotomean nationality.
ARTICLE 6
(LEGAL PERSONALITY AND CAPACITY)
1. STPETRO, S.A., shall have legal personality and capacity to perform under its
name and its commercial activities.
6
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
2. STPETRO, S.A., is a legally autonomous private entity and shall enjoy,
therefore, the complete and absolute managing and financial autonomy in legal
course of its commercial activities through its competent bodies.
ARTICLE 7
(CAPITAL STOCK CONTRIBUTION)
1. The initial capital stock contribution for STPETRO, S.A., is one hundred
thousand (Us$100, 000.00) Dollars of the United States of America.
2. The capital stock may be increased up to the proportional amount that is
deemed to meet in the best way its commercial activities, according to the
decision of the General Assembly of shareholders taken by majority of the votes
cast.
3. Any new shares may be submitted to the public subscription upon approval of
majority shareholders and subject to the provisions set forth herein.
4. In case of failure of subscription of new shares by the Treasury, the
Saotomean State shall appoint one or more state-owned entities to perform such
subscription on its behalf, in order that, at least, to preserve the
proportionality of capital stock that it owns.
ARTICLE 8
(SHARES)
1. The initial capital stock is divided into ten thousand (10,000) shares each
having a face value of ten (USD10.00) Dollars of the United States of America.
2. All these shares shall have been fully paid up prior to their issuance.
7
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
ARTICLE 9
(SUBSCRIPTION OF INITIAL SHARES)
The initial shares shall be subscribed and fully paid up by the
founders-shareholders as follows:
(A) The Government or state-owned entity appointed by the former: five
thousand one hundred (5,100) shares, the equivalent of fifty-one (51%) percent
of the initial capital stock, and
(B) Environmental Remediation Holding Corporation: four thousand nine
hundred (4,900) shares the equivalent of forty-nine (49%) percent of the initial
capital stock.
ARTICLE 10
(TYPE OF SHARES)
1. The shares hereby created shall be issued as bearer shares with transfer
restrictions as set forth in the Article 15.
2. STPETRO, S.A., may issue nominative or special shares or other types thereof
at any time as it deems necessary and convenient, pursuant to the deliberations
of the General Assembly taken by the majority of the votes cast.
3. STPETRO, S.A., may issue certificates in combination of five, ten, fifty,
hundred and thousand shares.
ARTICLE 11
(STOCK REGISTRATION)
1. All types of shares shall be registered and numbered under the name of the
buyer or subscriber in the appropriate registry or database maintained by
STPETRO, S.A.
2. The registry or database of shareholders shall also include the domicile and
address of each shareholder or share subscriber
8
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
ARTICLE 12
(SHARE DEPOSIT)
1. The shareholder has the faculty to take physical possession whether of the
share or the original of the share certificates; provided that the former shall
be maintained on deposit at the headquarters of STPETRO, S.A.. If the
shareholder elects to take physical possession of the shares, the original of
share certificates shall not be issued.
2. If the share certificate remains on deposit with STPETRO, S.A., the
shareholder shall receive a share receipt acknowledging said deposit.
3. Said share receipts may be transferred, but said receipts will have no legal
value until said transfer is recorded in the registry or database of STPETRO,
S.A.
ARTICLE 13
(SHARE CERTIFICATES)
1. STPETRO, S.A., grants the Administrative Council authority to issue
certificates representing five, ten, fifty, hundred and thousand shares.
2 The Administrative Council may only issue such certificates after full payment
of the price of total number of shares that have been subscribed.
3. All shares and bonds, as well as the documents in which they are combined and
their respective certificates, shall be jointly signed by the President of the
Administrative Council and another member thereof, as appointed by the
Administrative Council, whose signatures shall be certified by the Secretary of
the Administrative Council and shall set the embossed seal of STPETRO, S.A.
4. The signatures referred to in the provision paragraph "3" herein above may be
reproduced mechanical means.
ARTICLE 14
(BONDS)
1. STPETRO, S.A., may issue any type of bonds according to the decision of the
Administrative Council, pursuant to the relevant provisions of applicable Laws.
9
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
2. STPETRO, S.A., may issue certificates representing five, ten, fifty, hundred
and thousand bonds as well as documents that combine this same amounts.
3. The Administrative Council may only issue such bond certificates after full
payment of the number of bonds that has been subscribed.
4. The General Assembly may grant powers to the Administrative Council on bond
issuing.
ARTICLE 15
(PRIORITY RIGHT)
1. There is hereby conferred a priority right on the subscription and purchase
of new shares or bonds to the bearer on any type shares or bonds, as the case
may be, according to the proportionality of the owned shares and/or bonds.
2. Any shareholder or holder of bonds of record is required to offer for sale or
transfer in priority to any shareholder or bond holder of record prior to
offering such shares to any individual or business entity. Notice of a
shareholder or holder of bonds intent to sell, shall be given to STPETRO, S.A.,
in accordance with the procedures to be established by the Administrative
Council.
3. Any shares or bonds which have not been subscribed by other shareholders or
holders of bonds, may be publicly subscribed.
CHAPTER II
THE RULING BODIES OF STPETRO, S.A.
ARTICLE 16
(THE RULING BODIES OF STPETRO, S.A.)
STPETRO, S.A., is ruled by the following bodies:
(A) The General Assembly of the Shareholders,
(B) The Administrative Council, and
(C) The Council of Auditors.
10
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
Section I
GENERAL ASSEMBLY OF THE SHAREHOLDERS
ARTICLE 17
(POWERS OF THE GENERAL ASSEMBLY)
1. The General Assembly is composed of all the shareholders with the right to
vote, and the shareholders without the right to vote may attend its sessions
under the terms of this Statute.
2 The Board of General Assembly is composed by one Chairman, one Vice-President
and one Secretary, elected by the General Assembly.
3. All shareholders, other ruling bodies of STPETRO, S.A. and members thereof,
are bound to all actions of the General Assembly taken according to the
applicable Laws and Regulations.
4. The General Assembly shall:
(A) Appoint and dismiss the Chairman, the Vice-President and the Secretary
of the General Assembly, for a five-year term, eventually renewable,
(B) Appoint and dismiss the members of bodies, fix their wages and
privileges, other ruling bodies, fix their wages and privileges,
(C) Approve or disapprove the annual report and balance sheet of the
Administrative Council and the annual report of Council of Auditors,
(D) Adopt any amendments to this Statute,
(E) Deliberate on strategy and general options for the development of the
commercial activities of STPETRO, S.A., that shall be proposed by the
Administrative Council, and
(F) Deliberate on dividend distribution, the constitution of reserves or
any subject in the agenda.
11
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
ARTICLE 18
(RIGHT TO VOTE)
1. The shareholder has the right to attend the meeting of the General Assembly
as voter.
2. However, only the bearer of at least one hundred (100) voting shares may
exercise the right to vote.
3. The buyer of voting shares is compelled to give notice to STPETRO, S.A., on
such, acquisition two (2) months prior to any meeting of the General Assembly to
enable the shareholder the authority to exercise the right to vote.
4. A bearer of bonds, authorized and issued by STPETRO, S.A., may attend the
meeting of the General Assembly only as observer, without the right to vote.
ARTICLE 19
(NOTICE OF THE MEETING)
1. The General Assembly shall be convened by its Chairman on his/her own
initiative or under compulsory request within a minimum of thirty (30) days
notice prior to the date of the meeting by the shareholders owning at least
twenty-five (25%) percent of the capital stock.
2. The Chairman of the General Assembly shall give notice of any meeting of the
General Assembly to the shareholders at least twenty (20) days prior to such
meeting and stating the day, time, location of the meeting and the agenda.
3. Whenever possible, the location of the meeting shall be at the headquarters
of STPETRO, S.A.
4. Without prejudice to the provision of the paragraph 11211 herein above,
notices of the meeting shall be given through the mail, mass
12
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
media and posted at the headquarters, agencies, branches and representative
offices of STPETRO, S.A.
ARTICLE 20
(QUORUM)
1. A quorum of any meeting of the General Assembly shall be the majority of the
voting capital stock and at least two shareholders' attendance.
2. However, in the case of an insufficient quorum for a meeting of the General
Assembly, a second notice shall be given for such meeting and, accordingly, the
General Assembly shall be convened and all deliberations and actions taken shall
be valid, enforceable and effective whatever the number of shareholders'
attendance and the capital stock that has been represented.
ARTICLE 21
(ATTORNEY-IN-FACT)
Any shareholder may grant powers of attorney to anyone to act on his
behalf at the General Assembly provided he has addressed and delivered the
appropriate document to the Chairman of the General Assembly ten. (10) days
prior to the meeting.
ARTICLE 22
VOTES
1. A group of one hundred (100) fully paid up shares equals one (1) vote.
2. Without prejudice to the provision of paragraph "I" herein above and other
provisions of this statute, the shareholder will be
13
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
entitled to exercise the right to vote if the shareholder has registered the
shares under his/her/its name on the registry or database of STPETRO, S.A., at
least thirty (30) days prior to the meeting
Section II
THE ADMINISTPATIVE COUNCIL
ARTICLE 23
(COMPOSITION AND RUNNING OF THE
ADMINISTRATIVE COUNCIL)
1. The Administrative Council shall be composed of five Administrators, elected
by the General Assembly, two being the President and the Chief Executive
officer.
2. If the President of the Administrative Council is absent or unable to act and
during the vacancy he will be replaced by the Chief Executive Officer.
3. If the President of the Administrative Council is absent or unable to act for
a period of thirty (30) days or more, and a new President has not been elected,
the Chief Executive Officer may select his temporary substitute to serve on the
Administrative Council until such position is filled or the President returns to
active duty.
4. The Administrators may also act as Managing Directors.
ARTICLE 24
(POWERS OF ADMINISTRATIVE COUNCIL)
1.Without prejudice to the powers and functions vested in it by other provisions
of this Statute, applicable Laws and Regulations, the Administrative Council
shall:
(A) Adopt the rules of procedures on general managing of STPETRO, S.A.,
(B) Define the rules of managing of the manpower,
14
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
(C) Authorize the realization operations and transactions, of all
extraordinary operations and transactions,
(D) Decide to establish representatives' offices, branches, agencies
and represenatives' offices,
(E) Make the necessary arrangements with other entities as it deems
convenient to STPETRO, S.A.,
(F) Adopt the internal rules of procedures,
(G) Appoint and dismiss the Managing Directors and fix their wages and
privileges, as the case may be, and
(H) Purchase, sell or mortgage property of STPETRO, S.A., as well as,
according to the deliberation of the General Assembly.
2. The Administrative Council may delegate some of its powers and functions to
the President of the Administrative Council or to the Chief Executive officer.
ARTICLE 25
(POWERS OF THE PRESIDENT OF ADMINISTRATIVE COUNCIL, S.A.)
Without prejudice to the powers and functions stated in other
provisions of this Statute, applicable Laws and Regulations, the President of
Administrative Council of STPETRO, S.A. is specially vested in the powers of:
(A) Acting on behalf of STPETRO, S.A., separately or jointly with
Chief Executive Officer or with another member of
Administrative Council, in any and all transactions related to
the commercial activities of STPETRO, S.A., and he/she may
delegate some of his/her powers,
(B) Coordinating and controlling the realization of all the
services of STPETRO, S.A., and deciding as he/she deems
necessarily on all the subjects in order to perform the
commercial purposes of STPETRO, S.A., and
15
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
(C) Review, recommend and inspect policies and/or procedures in
any departments, branches, agencies or representatives'
offices, as the case may be.
ARTICLE 26
(AUTHORIZED SIGNATURES)
1. STPETRO, S.A., shall be only bound upon signatures of:
(A) jointly the President of the Administrative Council and
the Chief Executive Officer,
(B) jointly the General Manager and another member of the
Administrative Council,
(C) Any member of the Administrative Council and attorney-
in-fact under specific power of attorney and
recognized by the Administrative Council, and
(D) An attorney-in-fact, recognized by the Administrative Council
and attorney-in-fact under specific power of attorney
accordingly entitled to bind STPETRO, S.A..
2. In addition, the President may authorize members of the Administrative
Council, the Managing Directors, officers and/or employees to sign daily
documents related to normal course of operation of STPETRO, S.A. Such
authorization shall be granted and recorded in the Corporate Minutes of STPETRO,
S.A. Copy of said Minutes shall be distributed to each person to which such
authority has been granted.
16
(Democratic Rep. of Sao and Principe
Decree-Law Ner.: 27/98, on Establishment
of STPETRO, S.A., Saotomean National Oil
Company; First Addendum to official Journal
Ner.:5/98, Published on July .., 1998.
Entry into force: on July.., 1998).
Section III
THE COUNCIL OF AUDITORS
ARTICLE 27
(COMPOSITION AND OPERATION)
1. STPETRO, S.A., shall be subjected to quarterly internal audits.
2. The internal audit will be carried out by the Council of Auditors consisting
of at least three (3) members.
3. The President of the Council of Auditors shall convene and lead one meeting
at least every three (3) months or whenever he deems necessary and convenient.
4. The members of Council of Auditors shall be appointed by the General Assembly
for five (5) year terms, eventually renewable, and its actions shall be taken by
the majority of votes.
5. The General Assembly shall appoint one of the auditors to act as the
President of the Council of Auditors.
6. The Council of Auditors may procure an external and independent accounting
company whenever it deems convenient, being the charges arising thereby paid by
the STPETRO, S.A.
ARTICLE 28
(FUNCTIONS OF AUDITORS)
1. Without prejudice to the powers and functions stated in other provisions of
this Statute, applicable Laws and Regulations, the Council of Auditors is
specially vested with powers of:
(A) Auditing the administration and management of STPETRO, S.A.'s,
checking account and inspecting any and all acts at any time as it
deems it necessary and convenient,
(B) Checking the accomplishment of the applicable Laws, Regulations,
this Statute and other relevant rules and instructions,
17
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
(C) Auditing the accuracy of books, accounting registry and documents
related thereto,
(D) Checking the cash account, amount of funds, cash reserves,
hydrocarbon reserves and other values and assets,
(E) Checking the accuracy of annual Balance Sheet and Report,
(F) Elaborating its report on its activities,
(G) Presenting its judgment on main managerial documents, namely, the
the annual budget, Balance Sheet, inventory and annual accounts and
agreements,
(H) Causing the Administrative Council to take into consideration any
subject related to commercial activities and operation of STPETRO,
S.A.,
(I) Attending any meeting of the Administrative Council whenever it
deems necessary, and
(J) Causing an audit of the annual Balance Sheet and Report by an
independent and reputable Certified Accounting Firm.
CHAPTER III
ALLOCATION OF PROCEEDS
ARTICLE 29
(DIVIDEND AND RESERVES)
The General Assembly shall hold an ordinary meeting no later than the 31st
of March in each year to deliberate and act an the proposals from the
Administrative Council concerning the application of the results of the previous
year in conformity with the following requirements:
(A) A minimum of twenty (20%) of the income of STPETRO, S.A., to be
affected to the legal reserve. The Administrative Council shall
recommend the maximum amount which shall be maintained in such
legal reserve,
(B) The earnings when approved by the Administrative Council to be
distributed as dividends to the shareholders, and
(C) The earnings to be distributed to redeem bonds.
18
(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of
STPETRO, S.A., Saotomean National Oil Company; First Addendum to official
Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July..,
1998).
CHAPTER IV
SETTLEMENT OF DISPUTES
ARTICLE 30
(SETTLEMENT OF DISPUTES)
All the disputes between STPETRO, S.A., and its shareholders, their
heirs or representative arising from this Statute shall be settled, in priority,
according to the procedures of the Arbitration procedure to be established by
the Administrative Council.
CHAPTER V
FINAL PROVISIONS
ARTICLE 31
(DISSOLUTION)
STPETRO, S.A., shall cease its legal existence according to the
provision of applicable Laws and pursuant to the deliberation and action of the
General Assembly taken by a majority of voting shares representing seventy-five
(75%) percent of the total amount of the voting capital stock.
ARTICLE 32
(MODIFICATION)
This Statute may be modified by the General Assembly of Shareholders by
a majority of seventy-five (75%) percent of the total amount of the voting
capital stock.
ARTICLE 33
(NOTICES)
All notices and other communications shall be in writing and shall be
deemed to have been given if delivered in person or sent by prepaid first class
registered or certified mail, return receipt requested to the last known address
of any party hereto.
19