Association

§1 COMPANY NAME

The company’s name is Eurobattery Minerals AB (publ). It´s a public company (publ).

§2 REGISTERED OFFICE

The Board of Directors is based in Stockholm, Sweden.

§3 BUSINESS PURPOSE

The primary business activity of the Company is to exploit geological resources with a particular focus on ores, minerals, and hydrocarbons. In addition, the company may also conduct trade in concessions and rights within the raw materials sector and conduct trade in financial instruments such as shares and related securities, bonds and currencies, property, and related business activities.

§4 SHARE CAPITAL

Share capital may not be less than SEK 40,000,000 and no more than SEK 160,000,000.

§5 NUMBER OF SHARES

The number of shares may not be fewer than 100,000,000 or more than 400,000,000.

§6 BOARD OF DIRECTORS AND AUDITORS

The Board comprises 3–5 members with no more than 2 deputies. The Board is elected annually at the AGM for the period up until the end of the next AGM.

One or two auditors with or without deputies are elected at the AGM for the period up until the end of the AGM of the fourth fiscal year following their election.

§7 NOTICE TO ATTEND

Notice to attend the AGM must be advertised in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the Company’s website. In conjunction with the notification to attend, information about the notification must be advertised in the Swedish financial newspaper Dagens Industri.

Notification to attend the AGM may not take place earlier than six weeks or later than four weeks before the AGM, and in the case of an extraordinary shareholders’ meeting that will not address changes to the articles of association, no earlier than six and no later than two weeks before the meeting.

§8 SHAREHOLDERS’ MEETINGS

Shareholders meetings may be held in Stockholm, Malmö or Gothenburg even if the company is registered elsewhere.

The Board may decide that the shareholders´ meetings could be held digitally.

The AGM is held annually within 6 months of the end of the fiscal year. The following items must be addressed at each AGM:

1. Election of a chairman for the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Selection of one (1) or two (2) persons to check the minutes.
5. Verification of whether the AGM has been duly convened.
6. Presentation of the annual report and audit report and, where appropriate, consolidated financial statements and consolidated audit report.
7. Resolutions on
   1. the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet,
   2. the allocation of the company’s profit or loss according to the adopted balance sheet,
   3. the discharge from liability of Board members and the Chief Executive Officer
8. Approval of fees for the Board of Directors and auditors.
9. Election of the Board and, where applicable, auditors as well as any deputy auditors.
10. Election of the Board of Directors and, where applicable, auditors and any deputies.

Each person entitled to vote at the AGM may vote for the full number of shares without limitation to the number of votes.

§9 FINANCIAL YEAR

The financial year shall be from January 1st to December 31st.

§10 PARTICIPATION IN SHAREHOLDERS’ MEETINGS

To participate in shareholders’ meetings, shareholders must register themselves and the number of assistants with the company at the latest 16:00 on the date specified in the notice to attend. This date may not fall on a Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve, or New Year’s Eve and may not fall earlier than five working days before the meeting. Agents do not need to register the number of assistants. There may be no more than two assistants.

§11 RECORD DAY PROVISION

Shareholders or nominees registered in the share ledger on the record day and noted in a record day ledger under the provisions of Chapter 4 of the Swedish Financial Instruments Accounts Act. (1998:1479), or who are registered in a record account under the provisions of chapter 4 paragraph 18 sub paragraphs 6–8 of said law, are assumed to be eligible to exercise the rights under Chapter 4, paragraph 39 of the Swedish Companies Act (2005:551).