of Nickel Mountain Group AB (publ)
1. Company name
The name of the company is Nickel Mountain Group AB (publ).
2. Registered office
The registered office of the company is in the county and borough of Stockholm.
3. Company business
The company shall, solely and/or through subsidiaries or through cooperation with others, conduct investment business, own and administrate real and personal property, as well as conduct other activities compatible therewith.
4. Share capital
The share capital shall amount to a minimum of SEK 32,000,000 and a maximum of SEK 128,000,000.
5. Number of shares
The number of shares shall be a minimum of 64,000,000 and a maximum of 256,000,000.
6. The board of directors
The board of directors shall consist of three (3) to six (6) directors with no more than six (6) deputy directors.
For the review of the company’s annual report and accounting records as well as the management pursued by the board of directors and the managing director, the company shall elect an auditing company or one (1) or two (2) auditors with one (1) deputy auditor.
8. Notice of shareholders’ meetings
Notice of shareholders’ meetings shall be announced in Post och Inrikes Tidningar and on the company’s homepage. It shall be announced in Svenska Dagbladet that notice of shareholders’ meeting has been given.
9. Prior notice for participation in shareholder’s meeting
In order to participate at shareholders’ meeting, shareholders must both be registered in a print-out of the shareholders’ register made five days before the meeting, and must also notify the company at 1600 hours at the latest on the date specified in the notice of the shareholders’ meeting. Such date must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve and must not occur earlier than the fifth weekday prior to the shareholders’ meeting.
Each shareholder has the right to be accompanied at shareholders’ meeting by one (1) or two (2) advisors, provided that the shareholder has notified the company of the advisors in the manner specified above.
10. Presence by outsiders
The board may rule that a non-shareholder in the company, under conditions decided by the board, may be present or otherwise follow the proceedings at the shareholders’ meeting.
11. Record date provisions
The company’s shares are to be registered in a VPC register pursuant to the Financial Instruments Accounts Act (1998:1479).
12. Annual General Meeting
The Annual general meeting of the shareholders shall be held within six (6) months of the expiry of the financial year.
The following matters shall be addressed at the annual general shareholders’ meeting:
a) Election of the chairman of the meeting.
b) Preparation and approval of the voting list.
c) Approval of the agenda.
d) Appointment of one or two persons to attest the minutes.
e) Determination as to whether the meeting has been duly convened.
f) Presentation of the annual report and the auditors’ report as well as, where appropriate, the consolidated accounts and auditors’ report on the consolidated accounts.
g) Resolution regarding the:
(i) adoption of the profit and loss account and balance sheet and, where appropriate, the consolidated profit and loss account and consolidated balance sheet;
(ii) allocation of the company’s profits or losses as set forth in the adopted balance sheet;
(iii) discharge from liability of the directors of the board and the managing director;
h) Resolution on the number of directors and deputy directors of the
board and the number of auditors and alternate auditors.
i) Determination of the remuneration to the board of directors and the auditors.
j) Election of directors and deputy directors of the board and auditors and deputy auditors.
k) Other matters to be dealt with at the meeting according to the Swedish Companies Act (2005:551) or the articles of association.
13. Financial year
The fiscal year of the company shall be calendar year.