Articles of association
These Articles of Association were adopted at the Annual General Meeting held on 16 June 2026.
Company registration number: 559106-4802
§ 1 Company name
The company name is Kaunis Holding AB. The company is a public limited liability company (publ).
§ 2 Registered office
The Board of Directors has its registered office in the Municipality of Luleå.
§ 3 Objects of the company
The Company shall, directly or indirectly, purchase, extract, process and sell mineral resources, conduct logistics operations, and own and manage real and personal property, as well as conduct any activities compatible therewith.
§ 4 Share capital
The share capital shall amount to not less than SEK 55,000,000 and not more than SEK 220,000,000.
§ 5 Number of shares
The number of shares shall be not less than 55,000,000 and not more than 220,000,000.
§ 6 Board of Directors and auditors
In addition to any members who may be appointed by a party other than the General Meeting pursuant to applicable law, the Board of Directors shall consist of not fewer than three and not more than ten members.
The Company shall have one or two auditors, or one registered audit firm, with not more than two deputy auditors.
§ 7 General Meeting
Notice of a General Meeting shall be given by announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and by making the notice available on the Company’s website. At the same time, an announcement that notice has been given shall be published in Dagens Industri.
A shareholder wishing to participate in a General Meeting shall notify the Company no later than the date specified in the notice convening the meeting. Such date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not fall earlier than the fifth business day prior to the General Meeting.
A shareholder or proxy may be accompanied by no more than two assistants at the General Meeting, provided that the shareholder notifies the Company of the number of assistants in the manner set out in the preceding paragraph.
General Meetings shall be held in Luleå, Pajala or Stockholm.
§ 8 Opening of the General Meeting
The Chair of the Board of Directors, or such person as appointed by the Board of Directors, shall open the General Meeting and preside over the proceedings until a Chair of the General Meeting has been elected.
§ 9 Annual General Meeting
The Annual General Meeting shall be held each year within six months of the end of the financial year.
The following matters shall be addressed at the Annual General Meeting:
- Election of a Chair of the Meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons to verify the minutes;
- Determination of whether the Meeting has been duly convened;
- Presentation of the annual report and the auditor’s report and, where applicable, the consolidated financial statements and the auditor’s report for the group;
- Resolutions regarding:
- a) the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
- b) the allocation of the Company’s profit or loss in accordance with the adopted balance sheet;
- c) the discharge from liability of the members of the Board of Directors and the Managing Director;
- Determination of the number of members of the Board of Directors, auditors and deputy auditors;
- Determination of fees payable to the members of the Board of Directors and the auditors;
- Election of the Board of Directors and audit firm or auditors, as well as any deputy auditors;
- Any other matter to be addressed by the Meeting pursuant to the Swedish Companies Act or these Articles of Association.
§ 10 Financial year
The Company’s financial year shall be from 1 January to 31 December.
§ 11 Central securities depository clause
The Company’s shares shall be registered in a central securities depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
These Articles of Association were adopted at the Annual General Meeting held on 16 June 2026.
