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Copperstone

Corporate governance

Articles of association

Articles of Association of Copperstone Resources AB
Reg.no. 556704-4168

§ 1. Firm

The name of the company is Copperstone Resources AB (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 tangible and intangible assets, 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 be not less than SEK 50,000,000 and not more than SEK 200,000,000.

The number of issued shares may be not less than 500,000,000 and not more than 2,000,000,000.

§ 5. Board

The Board of Directors shall consist of a minimum of 3 and a maximum of 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 no earlier than 6 weeks and no later than 4 weeks before the meeting, however, notice of an extraordinary general meeting where no amendment to the Articles of Association is to be considered may be given no earlier than 6 weeks and no later than 3 weeks before the meeting. The Notice shall be published in Post- och Inrikes Tidningar and by making the notice available on the company’s website. At the time of notice, information that notice has been given shall be advertised in Dagens Industri. Shareholders who wish to participate in the proceedings at the General Meeting must, in addition to the conditions regarding the record date and otherwise for participation set out in the Swedish Companies Act, notify the company of their participation at the Meeting in the manner specified in the notice convening the General Meeting. The latter day may not be a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve and may not occur earlier than the fifth weekday before the meeting.

§ 8. Matters of the Annual General Meeting

The following matters shall be considered at the Annual General Meeting:

  1. Election of Chairman of the Meeting
  2. Preparation and approval of the voting list.
  3. Election of one or two persons to verify the minutes.
  4. Determination of whether the Meeting has been properly convened.
  5. Approval of the agenda.
  6. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated accounts.
  7. Resolutions regarding:
    1. adoption of the profit and loss account and balance sheet;
    1. appropriation of the profit or loss of the limited liability company in accordance with the adopted balance sheet; and
    1. discharge from liability for the members of the Board of Directors and the CEO.
  8. Determination of fees to the Board of Directors and the auditor.
  9. Election of the Board of Directors and auditor.
  10. Any other matter to be discussed at the Annual General Meeting in accordance with 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. Reconciliation provision

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

§ 11. Proxy collection, postal voting and the opportunity to follow the meeting

The Board of Directors may collect proxies at the company’s expense in accordance with the procedure stated in the Companies Act. The Board of Directors may also, prior to the Annual General Meeting, decide that 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 meeting, resolve that shareholders in the company or others invited in accordance with the Board’s decision, shall, on the terms determined by the Board of Directors, have the right, in accordance with the Swedish Companies Act’s detailed provisions thereon, to attend or otherwise follow the documents at the General Meeting.

The Meeting can be held in Kiruna or in Stockholm municipality.

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Adopted at the Extraordinary General Meeting on 29 September 2020

The English text is a translation only and in case of any discrepancy the Swedish text shall control.