§1 COMPANY NAME
The company’s name is Eurobattery Minerals AB (publ).
§2 REGISTERED OFFICE
The Board’s registered office is in Stockholm, Sweden.
§3 BUSINESS ACTIVITIES
The main 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 25,000,000 and no more than SEK 100,000,000.
§5 NUMBER OF SHARES
The number of shares may not be fewer than 25,000,000 or more than 100,000,000.
§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 financial 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 business daily. 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 AGM is held annually within 6 months of the end of the financial year. The following items must be addressed at each AGM:
- Election of the meeting Chairman.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two signatories to the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and audit report and, where appropriate, consolidated financial statements and consolidated audit report.
- the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet
- the allocation of the company’s profit or loss according to the adopted balance sheet
- concerning the discharge from liability of Board members and the Chief Executive Officer
- Approval of fees for the Board of Directors and auditors.
- Election of the Board and, where applicable, auditors as well as any deputy auditors.
- Election of the Board of Directors and, where applicable, auditors and any deputies.
Each person entitled to vote at the AGM may vote the full number of shares without limitation to the number of votes.
§9 FINANCIAL YEAR
The financial year runs from 01/01 to 31/12.
§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).