Articles of Association

Articles of association for Vilhelmina Mineral AB (publ)

reg. no. 556832-3876

NB: The English version is an unofficial translation of the original Swedish version. In the event of discrepancies, the Swedish version shall prevail.

§ 1. Company name

The company name is Vilhelmina Mineral AB (publ).

§ 2. Registered office

The Board of Directors shall have its registered office in Vilhelmina. The company can hold shareholder meetings in Vilhelmina or Stockholm.

§ 3. Objects of the company

The objects of the company's business shall be to conduct mineral exploration and thereto related activities.

§ 4. Share capital

The share capital of the Company shall amount to not less than SEK 600 000 and not more than SEK 2 400 000.

§ 5. Number of shares

The number of shares shall be not less than 6 000 000 shares and not more than 24 000 000 shares.

§ 6. Board of Directors

The Board of Directors shall consist of not less than three (3) and not more than seven (7) board members with not more than two (2) deputy board members.

§ 7. Auditors

For audit of the company's annual report, accounting records and the administration of the board of directors and the managing director, one (1) auditor or one (1) registered audit company shall be appointed.

§ 8. Procedure for convening general meetings

Notice of annual general meetings and extraordinary general meetings at which matters regarding amendments of the articles of association is to be resolved upon shall be issued not earlier than six (6) weeks and not later than four (4) weeks prior to meeting. Notice to other extraordinary general meetings shall be issued not earlier than six (6) weeks and not later than two (2) weeks prior to the meeting. Notice of general meetings shall be published in Post- och Inrikes Tidningar and at the Company's website. Information that notice has been made shall be published in Svenska Dagbladet.

§ 9. Annual general meeting

At the Annual General Meeting the following matters shall be dealt with

  1. Election of Chairman of the meeting.
  2. Drawing up and approval of the voting list.
  3. Election of one or two persons to verify the minutes.
  4. Determination as to whether the meeting has been duly convened
  5. Approval of the agenda.
  6. Presentation of the annual accounts and the auditor's report and when
    applicable consolidated profit and loss account and group audit report.
  7. Resolutions in respect of:
    a) adoption of the profit and loss statement and the balance sheet and when applicable consolidated profit and loss account
    b) appropriation of the Company's profit or loss according to the adopted balance sheet
    c) discharge from liability of the members of the Board of directors and the Managing Director.
  8. Determination of the number of board members and deputy board members.
  9. Determination of remuneration to be paid to the members of the Board of Directors and the Auditor.
  10. Election of the members of the Board of Directors and, when applicable, Auditor.
  11. Resolution in respect of nomination when applicable.
  12. Any other business that shall be dealt with at the Annual General Meeting in accordance with the Swedish Companies Act or the Articles of Association.

§ 10. Shareholders right to participate in the general meeting

Shareholders who wish to participate in a general meeting of shareholders must be listed as a shareholder in such printout of the entire shareholders' register as referred to in Chapter 7, clause 28, third paragraph of the Swedish Companies Act (2005: 551) regarding the conditions five weekdays before the meeting and to report their participation to the company at the latest by 4:00 pm as stated in the notice. The latter day may not be Saturday, Sunday, New Year's Eve, Midsummer Eve, Christmas eve or any other public holiday and may not occur earlier than the fifth weekday before the meeting. Shareholders may be accompanied by one or two assistants, however only if the shareholder has notified this in accordance with the previous paragraph.

§ 11. Financial year

The financial year of the Company shall be calendar year.

§ 12. Central securities depository clause

The company's shares shall be registered in a securities register in accordance with the Financial Instruments Accounts Act (1998:1479).

Adopted at the Annual General Meeting on April 18, 2018.