CanArgo Energy announced that at a Special Meeting of Stockholders of CanArgo Energy Corporation, held in Norway, on March 23, 2004, the following resolution was passed by a majority of the issued and outstanding shares of the Company's Common Stock present in person or by proxy eligible to vote at this meeting:
At the meeting it was resolved that the Article Four of the Corporation's Certificate of Incorporation be, and it is hereby amended to read in its entirety as follows:
The total number of shares of all classes of stock which the Corporation shall have authority to issue is three hundred and five million (305,000,000), consisting of:
Five million (5,000,000) shares of Preferred Stock, par value ten cents ($0.10) (the "Preferred Stock"); and
Three hundred million (300,000,000) shares of Common Stock, par value ten cents ($0.10) per share (the "Common Stock").
The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof, and to increase or decrease the number of shares of any such series to the extent permitted by the Delaware General Corporation Law, as amended, from time to time.