Statute of non-profit and non-governmental organisation “Balkan and Black Sea Petroleum Association”

ARTICLE 1. NAME AND SEAT

1.1. The name of the organisation is “Balkan and Black Sea Petroleum Association”, the seat of the organisation is Sofia, the administration address is Sofia 1000, “Sredets” Municipality, “Hristo Belchev”Str.No 2.

1.2. The Association is a legal person with non-profit purposes, pursuant to the Law on Legal Persons with Non-profit Purposes (LLPNP) and develops its activity in accordance with this Statute and the existing legislation in the country.

1.3. The Association is founded without a term of existence or other ground for termination of activity.

1.4. The full or abbreviated name of the Association, seat, address and registration (BULSTAT) number will be written on all the Association documents and publications.

ARTICLE 2. PURPOSES AND ACTIVITIES OF THE ASSOCIATION

2.1. The Association designates itself to perform activities for mutual benefit of its members.

2.2. Purposes:

2.2.1. To encourage and develop cooperation between the oil and gas organisations in the Balkan and Black Sea region and create new business opportunities in the oil and gas industry in the region.

2.2.2. To promote the development of the regional oil and gas market and realize regional initiatives and projects in the field of exploration, production, distribution and marketing of oil and gas in the Balkan and Black Sea region.

2.2.3. To exchange and offer relevant to the oil and gas industry information and to encourage investment by regional and international oil and gas companies in the Balkan and Black Sea region.

2.2.4. To facilitate the improvement of the petroleum legislation in the region.

2.3. For achieving the indicated in Article 2.2. of this Statute the Association:

2.3.1. Organizes and carries out discussions, symposia, meetings, round tables, etc.

2.3.2. Organizes and finances different research programmes and projects.

2.3.3. Participates in projects and activities, connected with the fulfillment of the purposes of the Association, organized by other organizations.

2.3.4. Organizes, finances and carries out other activities, connected with the purposes of the Association.

2.4. For the achievement of the purposes the Association can fulfil additional economic activity, which will be related to the main purposes of the Association according to Article 2.2.

2.4.1. Subject of the related economic activity can be:

•Consultations, studies and analysis, connected with the purposes of the Association, for which payment may be received.

•Publication of a specialized magazine;

•Preparation, publication and distribution of materials, facilitating for achieving the purposes of the Association;

•Organizing of paid training courses, seminars, etc. facilitating the Association’s activities and are related to the purposes of the Association;

•Formation and participation in commercial associations according to the Law on Legal Persons with Non-profit Purposes; the economic activity will be subject to the rules and regulations of the Laws regulating the corresponding type of economic activity;

•Other economic activities, which could be defined as related to the purposes of the Association and facilitating their achievements;

2.4.2. The activities regulated by Article 2.4.1 can be fulfilled if they contribute to achieving the purposes of the Association and will not result in distribution of profit.

ARTICLE 3. MEMBERSHIP

3.1. Membership in the Balkan and Black Sea Petroleum Association is voluntary.

3.2. Types of membership

3.2.1. Corporate members: international and regional oil and gas companies from the Balkan and Black Sea region directly involved in oil and gas business. Pay entrance (founding contribution) and annual membership fees according to the decision of the General Assembly and have voting rights for making decisions.

3.2.2. Associate members: companies (institutions) or individuals who have no direct working involvement in the oil and gas business. Pay entrance (founding contribution) and annual associate membership fees according to the decisions of the General Assembly and do not have voting rights.

3.3. New members are accepted on the bases of a written application addressed to the Manager of the Association, who makes the decision after receiving the written approval of more than half of the corporate members.

3.4. The membership is terminated in case of:

3.4.1. A written notice addressed to the Manager of the Association

3.4.2. Exclusion of members: •The reasons for excluding a member of the Association are non-payment of a membership fee and non-participation in the activity of the Association;

•The member of the Association who has been excluded will not have returned the entrance and membership fees.

3.4.3 Other reasons as envisaged by the Law.

ARTICLE 4. RIGHTS AND OBLIGATIONS OF THE MEMBERS

4.1. Rights of the members

4.1.1. To participate in the management of the Association

4.1.2. To submit to the managing bodies of the Association issues to be considered, connected with the subject and purposes of the Association.

4.1.3. To benefit from the activities of the Association.

4.1.4. To be informed about the activities of the Association.

4.2. Obligations of the members

4.2.1. To pay the entrance (founding contribution) and annual membership fees defined annually by the General Assembly. Non-payment of entrance (founding contribution) fee leads to termination of membership

4.2.2. To uphold to the decisions of the managing bodies of the Association.

ARTICLE 5. BODIES

5.1. Bodies of the Balkan and Black Sea Petroleum Association are:

5.1.1. General Assembly of the Members.

5.1.2. Manager.

5.2. The General Assembly is the highest managing body of the Association.

The General Assembly:

5.2.1. Adopts the plans and programmes of the Association on the subject of its activity.

5.2.2. Makes changes and amendments to the Statute of the Association.

5.2.3. Adopts other internal regulations.

5.2.4. Considers the questions, which are submitted by the members.

5.2.5. Defines the size and the type of the entrance (founding contribution) and annual fees and the deadlines for their payment.

5.2.6. Elects and discharges from duties and responsibilities the Manager, defines his/her mandate and powers, as well as approves his/her activity reports and when necessary creates other permanent managing bodies.

5.2.7. Accepts the annual budget of the Association, its needed amendments and approves the decisions of the Manager to spend financial means not envisaged in the budget.

5.2.8. Decides on the reorganisation and termination of the Association

5.2.9. Revokes decisions of other managing bodies of the Association, which contradict the Law, the Statute and other internal regulations.

5.2.10. Decides on the participation in other organizations.

5.2.11. Decides on opening and closing of branches of the Association.

5.3. The General Assembly of the Association meets regularly at least once in two years and when necessary more often.

5.3.1. The Manager of the Association can convene non-regular meetings upon his initiative or at the request of one third of the members of the Association. In this last case if the Manager will not convene aGeneral Assembly Meeting by a written notice for a period of one month, it is summoned by the court of the Association’s seat on a written request from the interested members or a person authorized by them.

5.3.2. The notice for the General Assembly Meeting should contain the day, hour and venue of the meeting, the agenda and under whose initiative it is convened.

5.3.3. The notice will be published in the Official Gazette and will be posted on the notice-board in the building where is the association’s management, at least 1 month before the day scheduled for the meeting. Instead of the manner prescribed in the preceding sentence, the notice may also be sent to each of the members by post, fax, via e-mail or in a different manner. In this case the notice should be received by each member not later than 14 (fourteen) days before the day of the General Assembly Meeting

5.4. The meetings of the General Assembly are legitimate if more than half of the Association members are present.

5.4.1. If the necessary number of people will not appear at the announced date and hour, the meeting will be held at decreasing quorum according to the regulation envisaged in Article 27, Sent. 2 of LLPNP – the meeting shall be postponed by one hour keeping the same agenda and shall be considered legitimate regardless of the number of people who are present.

5.4.2. General Assembly decides by simple majority (more than half) the members present, except for the case when the Statute envisages other majority.

5.4.3. On questions which have not been included in the notice and in the agenda, no decisions can be made.

5.4.4. The voting is open, if the meeting will not decide on something else for a special case.

5.4.5. A record of the minutes of the General Assembly meeting should be kept which should be signed by the person chairing the meeting and the person responsible for the record of the minutes.

5.5. Each member in the General Assembly has the right of one vote according to the regulations of Article 3 of this Statute. For changes in the Statute, as well as for termination of the Association or its reorganisation, a majority of 2/3 of the present members is necessary.

5.6. Manager

5.6.1. The Manager manages the activities of the Association in the periods between the meetings of the General Assembly with a mandate of four years.

5.6.2. The Manager is elected by the General Assembly and is a physical person, associate member of the Association.

5.7. Competence

a) Fulfils the decisions of the General Assembly, manages the activity of the Association and decides on the above issues.

b) Develops and proposes for discussions and acceptance by the General Assembly of the budget, programmes, reports and others.

c) Decides on spending the financial means which are not envisaged in the budget, and which are a subject to acceptance at the first next meeting of the General Assembly.

d) Defines the necessity, number and type of assistants and employees of the Association and their payment.

e) Decides on the questions of basic and related economic activities, which are beyond the competence of the other bodies of the Association.

f) Accepts and excludes members of the Association under the terms of Articles 3.3 and 3.4.

g) Performs liquidation of the Association and/or appoints liquidators when the Association has terminated its activity.

h) Manages the property of the Association according to the decisions of the General Assembly.

i) Fulfils all other engagements assigned by the General Assembly.

5.8. The Association is represented by the Manager of the Association.

ARTICLE 6. PROPERTY

6.1. The property of the Association consists of financial means, real estate and rights over it, movables and limited chattel rights, participation shares in companies, securities, and other assets.

6.2. The property of the Association is gathered by entrance (founding contribution) and membership fees, sponsorship, testaments, and all other acquisition ways, accepted by the law.

6.3. The size of the entrance (founding contribution) and annual membership fees to be paid by the members of the Association, the way and the terms of their payment are defined by the General Assembly and can be updated by the General Assembly.

6.4. The property of the Association is managed by the Manager, according to the decisions of the General Assembly and the Statute

6.5. The property of the Association can be spent only for the fulfillment of its purposes.

ARTICLE 7. ADDITIONAL REGULATIONS

Issues, which are not regulated by this Statute are regulated by LLPNP and the legislation of Republic of Bulgaria.

The present Statute was accepted by the Founding General Assembly, which was held on 24 January 1995, and changed and amended by the decisions of the General Assembly Meeting held on 1 March 2002, 24.11.2005 and 15 12.2011.

Chairman of the General Assembly Meeting: Valentin Y. Kunev

Record Keeper: Boyana Pavlova