Articles of Association (translated from Swedish)
N.B. The English text is an unofficial translation.
§ 1 The Company
The corporate name of the Company is Sotkamo Silver Aktiebolag. The Company is public.
§ 2 The Office of the Board
The Board of Directors shall have its registered office in the Municipality of Stockholm, Stockholm County.
§ 3 Activity
The Company shall operate mainly in exploration with particular focus on ores and minerals. The Company may also trade concessions and licence rights in the commodities sector. The company may eventually trade with financial instruments, movable and immovable property and other activities compatible with the above activities.
§ 4 Share Capital
The share capital shall not be less than 274 000 000 SEK and shall not exceed 1 096 000 000 SEK.
§ 5 The number of the Shares
The number of the shares shall not be less than 200 000 000 and shall not exceed 800 000 000.
§ 6 Record Day Provision
The shares of the company shall be registered in a central securities depository register according to the Swedish law (1998:1479) on the accounting of financial instruments.
§ 7 The Board of Directors
The Board of Directors shall consist of not fewer than three and not more than seven members. The Board is elected at the Annual General Meeting for the period until the next Annual General Meeting.
§ 8 Auditors
One or two auditors with or without deputy auditors or audit firms are selected at the Annual General Meeting for the period until the next Annual General Meeting.
§ 9 Notice of the General Meeting
Notice of the General Meeting shall be given by advertisement in the Swedish Post- och Inrikes tidningar and at the company’s home page. At the time of the notice information of that the notice has been done shall be an advertisement in Dagens Nyheter.
§ 10 Postal voting
The Board may decide before a General Meeting that the shareholders shall be able to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act.
§ 11 The Annual General Meeting
The Annual General Meeting shall be held yearly within six months after the closing of the fiscal year. The Annual General Meeting shall be held in Stockholm, Gothenburg or Luleå.
The following matters shall be included in the Annual General Meeting:
1. Election of Chairman of the Meeting
2. Preparation and approval of the list of voters.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes of the meeting.
5. Determination whether the Meeting has been duly convened.
6. Presentation of the Annual Report and the Auditor´s Report.
a) Adoption of the income statement and balance sheet and, if necessary, also the
consolidated income statement and the consolidated balance sheet.
b) Appropriation of the Company´s profits or losses according to the established
c) Discharge of the members of the Board of Directors and Executive Director from
8. Determination of the number of the members of the Board and, if necessary, deputy
auditors and deputy auditors to be elected at the General Meeting.
9. Determination of the fees for the members of the Board and, if necessary, also for
10. Election of members of the Board, if necessary, deputy board members, auditors,
deputy auditor or audit firm.
11. Election of Chairman of the Board.
12. Determination of the principles for remuneration to the Company management.
13. Any other matters relating to the Meeting under the Swedish Companies
Act (2005:551) or the Articles of Association.
§ 12 Financial Year
The Company´s financial year is one calendar year.
The Articles of Association were adopted at the Extraordinary General Meeting on 28 December 2022