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These Articles of Association were adopted in the Annual General Meeting April 18, 2015.

The document is an English translation from the original Swedish document.

  • § 01 The Company Open or Close

    The corporate name of the Company is Endomines AB (publ). The Company is public.

  • § 02 The Office of the Board Open or Close

    The Board of Directors shall have its registered office in the city of Stockholm.

  • § 03 Activity Open or Close

    The Company shall operate in exploration activity, mining activity, and consultation relating to exploration industry, trading of licence rights, and metals as well as practising compatible activity.

  • § 04 Share Capital Open or Close

    The share capital shall not be less than 100 000 000 SEK and shall not exceed 400 000 000 SEK.

  • § 05 The Number of Shares Open or Close

    The number of shares shall not be less than 8 000 000 and shall not exceed 32 000 000.

  • § 06 The Board of Directors Open or Close

    The Board of the Directors shall consist of not fewer than three and not more than eight members with not more than four deputies.

  • § 07 Auditors Open or Close

    One or two auditors with not more than the same number of deputy auditors, or one public accounting firm, shall be appointed. The auditor's term of office shall last until the close of the Annual General Meeting which is held during the fourth financial year after the election of the auditor.

  • § 08 Notice of the General Meeting Open or Close

    Notice of the General Meeting shall be made through an advertisement in Post- och Inrikes Tidningar (The Official Swedish Gazette) and on the company's website. An announcement that the notice has been published shall be made in Svenska Dagbladet.

  • § 09 Notification direct to the participants of the General Meeting Open or Close

    The shareholders who wish to participate in negotiations at the General Meeting shall be included in the print-out or other presentation of the full share register five working days before the meeting, and the company must be notified not later than 12.00 a.m. on the day that is given in the notice of the meeting. The last day must not be Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and must not fall earlier than five weekdays before the meeting.

  • § 10 The Annual General Meeting Open or Close

    The Annual general meeting shall be held yearly within six months after the closing of the fiscal year.
    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, and if necessary, consolidated financial statements and auditor's report on the consolidated financial statements;
    7. Resolutions:
      1. Adoption of the income statement and balance sheet and, if necessary, also the consolidated income statement and the consolidated balance sheet.
      2. Appropriation of the Company's profits or losses according to the established Balance Sheet.
      3. Discharge of the members of the Board of Directors and Executive Director from personal liability.
    8. Determination of the fees for the members of the Board and, if necessary, also for auditors.
    9. Election of the Members of the Board and, if needed, also the auditors and possible deputies.
    10. Any other matters relating to the Meeting under the Swedish Companies Act or the Articles of Association.
  • § 11 Financial Year Open or Close

    The Company's financial year is one calendar year.

  • § 12 Record Day Provision Open or Close

    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.

    On the established record day the shareholder or shareholder's nominee who is registered in the share register and the control register according to chapter 4 § of the law (1998:1479) on the accounting of financial instruments, or the person who is listed in the control account according to the chapter 4 § 18, first paragraph, lines 6-8, of the aforementioned law, shall be considered authorised to exercise the rights in chapter 4 § 39 to the Swedish Companies Act (2005:551).