of IGE Resources AB (publ)
reg.no. 556227-8043
1. Company name
The name of the company is IGE Resources 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, through subsidiaries or through cooperation with others, engage in mining and mineral prospecting business as well as 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 75 000,000 and a maximum of SEK 300 000 000.
5. Number of shares
The number of shares shall be a minimum of 1 500 000 000 and a maximum of 6 000 000 000.
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.
7. Auditing
For the auditing and review of the he Company’s annual report, account-ings and the management of the Board and the Chief Executive Officer, the General Meeting shall elect a registered auditing company or one (1) or two (2) auditors and one deputy auditor.
8. Notice of shareholders’ meetings
Notice of shareholders’ meetings shall be announced by a publication of the notice of the general meeting in the state gazette "Post och Inrikes Tidningar” and on the company website. A notification which announces that the notice public shall be inserted in the newspaper "Dagens Industri”.
9. Prior notice for participation in shareholder’s meeting
Shareholders wishing to participate at the Annual General Meeting (AGM) must be entered in their own name in the transcript of the register of shareholders made by Euroclear Sweden AB (formerly VPC AB) five (5) days before the General Meeting and have notified the company of their attendance not later than at 1600 on the date specified in the notice document. The last mentioned day must not be a Sunday, other public holiday, Saturday, Midsummer day, Christmas day or New years day and it must not fall due earlier than the fifth weekday before the General Meeting.
A shareholder has the right to be accompanied of one or two advisors, provided that the attendance has been filed according to certain conditions specified in the previous section.
10. Participation by outsiders
The Board may grant a non-shareholder the right to participate in the shareholders’ meeting or otherwise follow the proceedings at the meeting on certain conditions given by the board.
11. Record date provisions
The Company’s shares are to be registered in a register of shareholders made by Euroclear Sweden AB (formerly VPC AB) pursuant to the Finan-cial 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 sharehold-ers’ 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 consoli-dated 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 man- aging director;
h) Resolution on the number of directors and deputy directors of the board and, where appropriate, 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, where ap-propriate, auditors and alternate 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.
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These articles of association has been adopted from the Annual General Meeting held on April 19, 2011.