Articles of association

Articles of association of Botnia Exploration Holding AB

Org. no. 556779-9969

Adopted at extraordinary general meeting 2017-10-11

§ 1 Company

The limited company’s company is Botnia Exploration Holding AB (publ).

§ 2 Seat

The Board shall have its registered office in Lycksele. The hearing can be held in Stockholm.

§ 3 Activities

The company is to manage shares in subsidiaries engaged in exploration for minerals, and related activities.

Section 4 Share capital

The share capital shall amount to at least SEK 15,000,000 and not more than SEK 60,000,000

§ 5 Number of shares

The number of shares shall be at least 20,000,000 and not more than 80,000,000.

§ 6 Board of Directors

The Board shall consist of a minimum of 4 and a maximum of 7 Board members. Board members are elected annually at the AGM for the period until the end of the next AGM.

Section 7 Auditors

The company shall have 1-2 auditors with no more than two deputy auditors or a registered audit company. The assignment as auditor shall be valid until the end of the Annual General Meeting held during the fourth fiscal year following the appointment of the auditor.

§ 8 Notice of Annual General Meeting

Notice of Annual General Meeting shall always be made by advertising in the Swedish National Post Office and on the company’s website. That notice has been convened shall be announced in Dagens Industri. If the publication of Dagens Industri would expire, advertisements should instead be made by Svenska Dagbladet.

Section 9 Pre-notification

Shareholders may attend the AGM only if the shareholder notifies the company not later than 16:00 on the date stated in the notice convening the meeting. This day may not be Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not be earlier than fifth weekday before the meeting.

§ 10 Issues at the Annual General Meeting

At an annual general meeting the following matters shall be dealt with:

1. Election of Chairman of the Annual General Meeting.
2. Establishment and approval of voting rights.
3. Election of one or two adjudicators.
4. Examination of whether the Annual General Meeting has been convened.
5. Approval of agenda.
6. Presentation of the annual report and auditor’s report, as well as, where applicable, the consolidated accounts and the consolidated audit report.
7. Decisions on:
a) determination of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
b) disposals of the company’s profit or loss in accordance with the established balance sheet; and
c) discharge to the members of the board and the managing director.
8. Determination of fees to the Board and the Auditor.
9. Elections to the Board and, where applicable, the auditor.
10. Other matter, to be recorded at the Annual General Meeting pursuant to the Swedish Companies Act (2005: 551) or the Articles of Association.

Section 11 Financial year

The Company’s financial year shall be calendar year.

§ 12 Reconciliation Reservations

The shareholder or trustee who, on the record date, is entered in the share register and shareholding in a reconciliation register, according to Chapter 4. the Act (1998: 1479) on the accounting of financial instruments or those listed in reconciliation accounts under Chapter 4. Section 18, first paragraph, paragraphs 6 to 8, shall be deemed to be entitled to exercise the rights set forth in Chapter 4. Section 39.