Articles of Association
ARTICLES OF ASSOCIATION (translations from Swedish)
§ 1 The Company
The corporate name of the Company is Endomines AB (publ). The Company is public.
§ 2 The Office of the Board
The Board of Directors shall have its registered office in the city of Stockholm.
§ 3 Activity
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.
§ 4 Share Capital
The share capital shall not be less than 220 000 000 SEK and shall not exceed 880 000 000 SEK.
§ 5 The Number of the Shares
The number of the shares shall not be less than 73 000 000 and shall not exceed 292 000 000.
§ 6 The Board of Directors
The Board of the Directors shall consist of not fewer than three and not more than eight members with not more than four deputies.
§ 7 Auditors
For the inspection of the annual accounts and bookkeeping and also for the administration of the Members of the Board and Chief Executive Officer there shall be one or two auditors appointed with not more than the same number of the deputy auditors.
§ 8 Notice of the General Meeting
Notice of the Annual General Meetings and Extraordinary General Meetings in which the changes in the Articles of Association will be discussed shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice of other extraordinary meetings shall be issued not earlier than six weeks and not later than two weeks prior to the meeting.
Notice of the meeting shall be given by advertisement in the Swedish Post- och Inrikes Tidningar and Svenska Dagbladet.
§ 9 Notification direct to the participants of the General Meeting
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
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:
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 Balance Sheet.
c) 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
The Company’s financial year is one calendar year.
§ 12 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.
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).
These Articles of Association were adopted in the Annual General Meeting 2008-04-28
The document is an English translation from the original Swedish document.
