Articles of association
This Articles of Association was adopted at the Annual General Meeting on March 16, 2021.
Organization Number: 559106-4802
§ 1 Company Name
The company's name is Kaunis Holding AB. The company is public (publ).
§ 2 Registered Office
The Board of Directors shall have its registered office in the municipality of Luleå.
§ 3 Business Operations
The company shall, directly or indirectly, engage in the acquisition, extraction, processing, and sale of mineral resources, conduct logistics operations, and own and manage real or personal property, as well as conduct related activities.
§ 4 Share Capital
The share capital shall be no less than SEK 55,000,000 and no more than SEK 220,000,000.
§ 5 Number of Shares
The number of shares shall be no less than 55,000,000 and no more than 220,000,000.
§ 6 Board of Directors and Auditors
The Board of Directors shall consist of 3 to 10 members with no more than 5 deputies.
The company shall have one or two auditors or a registered auditing firm, with no more than two deputy auditors.
§ 7 General Meeting
Notice of the Annual General Meeting and any Extraordinary General Meeting where amendments to the Articles of Association will be discussed shall be issued no earlier than six weeks and no later than four weeks before the meeting. Notice of any other Extraordinary General Meeting shall be issued no earlier than six weeks and no later than two weeks before the meeting.
Notice of a General Meeting shall be given through an announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and by making the notice available on the company’s website. A notice that the notice has been issued shall simultaneously be published in Dagens Industri.
Shareholders who wish to participate in the General Meeting must notify the company no later than the date specified in the notice of the meeting. This date may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve, or New Year's Eve, and may not fall earlier than the fifth weekday before the General Meeting.
Shareholders or their proxies may bring no more than two advisors to the General Meeting only if the shareholder has notified the company of the number of advisors in the manner specified in the previous paragraph.
General Meetings shall be held in Luleå, Pajala, or Stockholm.
§ 8 Opening of the General Meeting
The Chairman of the Board or a person appointed by the Board shall open the General Meeting and lead the proceedings until a Chairman of the General Meeting is elected.
§ 9 Annual General Meeting
The Annual General Meeting shall be held annually within 6 months of the end of the financial year. The following matters shall be addressed at the Annual General Meeting:
1. Election of the Chairman of the Meeting;
2. Preparation and approval of the voting list;
3. Approval of the agenda;
4. Election of one or two persons to verify the minutes;
5. Determination of whether the Meeting has been duly convened;
6. Presentation of the submitted annual report and the auditor’s report and, where applicable, the consolidated financial statements and the auditor’s report for the group;
7. Resolutions on:
a) Adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet,
b) Allocation of profit or loss according to the adopted balance sheet,
c) Discharge from liability for the members of the Board and the Managing Director;
8. Determination of the fees for the Board of Directors and the auditors;
9. Election of the Board of Directors and the audit firm or auditors, and, where applicable, deputy auditors;
10. Any other matter which, according to the Companies Act or the Articles of Association, is to be addressed by the General Meeting.
§ 10 Financial Year
The company's financial year shall be 0101-1231.
§ 11 CSD Clause
The company's shares shall be registered in a CSD register according to the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
The shareholder or nominee registered in the share register on the record date and entered in a CSD register, as stipulated in Chapter 4 of the Central Securities Depositories and Financial Instruments Accounts Act, or the one registered on a CSD account in accordance with Chapter 4, § 18, first paragraph, sections 6-8 of the said Act, shall be considered authorized to exercise the rights stated in Chapter 4, § 39 of the Companies Act (2005:551).
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