Articles of association of Gruvaktiebolaget Viscaria, Reg. No. 556704-4168
§ 1. Name of the company
The name of the company is Gruvaktiebolaget Viscaria. The company is public (publ).
§ 2. Registered office
The registered office of the Board of Directors shall be in the municipality of Kiruna, county of Norrbotten.
§ 3. Object of the company
The company shall itself, through subsidiaries or through cooperation with others, conduct mineral exploration and mining operations, own and manage chattels and real property, as well as conduct activities compatible therewith and conduct trading in and manage financial instruments.
§ 4. Share capital, class of shares and number of shares issued
The share capital shall amount to not less than SEK 100,000,000 and not more than SEK 400,000,000.
The number of issued shares may be not less than 50,000,000 and not more than 200,000,000.
§ 5. Board of Directors
The Board of Directors shall consist of not less than 3 and not more than 8 members, and no deputies shall be appointed.
§ 6. Auditors
An auditor is appointed to audit the company’s annual report and accounts, as well as the administration of the Board of Directors and the CEO.
§ 7. Notice
Notice of a General Meeting shall be made by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. At the time of notice, an announcement containing information that the notice has been issued shall be published in Dagens Industri. Shareholders who wish to participate in the proceedings at the General Meeting shall, in addition to the prerequisites regarding the record date and in other for participation set out in the Swedish Companies Act, notify the company of their participation at the General Meeting in the manner specified in the notice convening the General Meeting. The latter-mentioned day may not fall on a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve and may not fall earlier than the fifth weekday prior to the General Meeting.
§ 8. Items on the Annual General Meeting
The following items shall be addressed at the Annual General Meeting:
- Election of Chairman of the General Meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to verify the minutes.
- Determination of whether the Meeting has been duly convened.
- Approval of the agenda.
- Presentation of the annual report and the auditor’s report, as well as the consolidated financial statements and the auditor’s report for the consolidated financial statements.
- Resolutions regarding
a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet,
b) allocation of the profit or loss of the company in accordance with the adopted balance sheet, and
c) discharge from liability for the members of the Board of Directors and the CEO. - Determination of remuneration to the Board of Directors and the auditor.
- Election of the Board members and auditor.
- Any other matter on which the General Meeting is required to decide pursuant to the Swedish Companies Act (2005:551) or the articles of association.
§ 9. Financial year
The company’s financial year shall be 1 January – 31 December.
§ 10. Central securities depository provision
The company’s shares shall be registered with a central security depository register, pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
§ 11. Proxy collection, postal voting and possibility to follow a General Meeting
The Board of Directors may collect proxies at the company’s expense in accordance with the procedure stated in the Swedish Companies Act. The Board of Directors may also, prior to a General Meeting, resolve that the shareholders shall be able to exercise their voting rights by post in accordance with the procedure set out in the Swedish Companies Act. The Board of Directors may, inter alia, to facilitate the shareholders’ presence digitally or remotely at the General Meeting, resolve that shareholders in the company or others invited in accordance with the decision of the Board of Directors, shall be entitled to, on the terms determined by the Board of Directors and in accordance with the Swedish Companies Act’s detailed provisions thereon, attend or otherwise follow the proceedings at the General Meeting.
The General Meeting can be held in Kiruna or in Stockholm municipality.
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Adopted at the Annual General Meeting on 7 May 2024
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.