Arctic Minerals

Articles of Association

for

ARCTIC MINERALS AB

Adopted at the extraordinary general meeting on 17 November 2022

  1. Company

The company’s company is Arctic Minerals AB (publ). The company is public (publ)

  1. Board seat

The seat of the board is Stockholm Municipality in Stockholm County. The company can hold a general meeting in Stockholm or Östersund.

  1. Operations

The company shall conduct activities within prospecting and mining for diamond, metal and industrial mineral extraction and related activities.

  1. Share capital

Share capital must be a minimum of 600,000 and a maximum of 2,400,000 kroner.

  1. Number of shares

The number of shares must be a minimum of 150,000,000 and a maximum of 600,000,000.

  1. Board and auditor

The board shall consist of a minimum of three and a maximum of seven board members with a maximum of seven deputy board members. The board members and deputies are elected annually at the ordinary general meeting for the period until the end of the next ordinary general meeting. For the examination of the management of the board and the managing director and the company’s accounts, one or two auditors with or without deputies, or a registered audit firm, are appointed at the ordinary general meeting, for the period up to the end of the ordinary general meeting held in the following financial year after the election.

  1. Notice etc

Notice to the ordinary general meeting as well as notice to the extraordinary general meeting where the question of changing the articles of association will be dealt with must be issued no earlier than 6 weeks and no later than 4 weeks before the meeting. Notice of another extraordinary general meeting shall be issued no earlier than six and no later than two weeks before the meeting.

Notice of the general meeting must be made through advertising in Post- och Inrikes Tidningar and on the company’s website. That the summons has taken place must be announced in Svenska Dagbladet. The right to participate in the general meeting accrues to the person who is included in such a printout of the share register as referred to in the Companies Act (2005:551) ch. 5 section 12, and who notifies his participation to the company no later than 5:00 p.m. on the day given in the notice to the general meeting. This day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday before the meeting.

Assistants for shareholders may be brought to the general meeting only if shareholders notify the company of the number of assistants in the corresponding manner.

  1. Opening of the meeting

The chairman of the board or the person appointed by the board opens the general meeting and leads the negotiations until the chairman elected at the meeting.

  1. General meeting

Ordinary general meetings are held annually within 6 months after the end of the financial year.

At the ordinary general meeting, the following matters shall be dealt with:

  • Establishment and approval of voter register
  • Election of chairman at the meeting
  • Presentation and approval of the agenda
  • Selection of one or two adjusters
  • Examination of whether the meeting has been duly convened
  • Presentation of annual report and audit report
  • Decision
    1. on determining the income statement and balance sheet
    2. on dispositions regarding profit or loss according to the established balance sheet
    3. on discharge of liability for the board members and the CEO
  • Determination of fees for the board and the auditor
  • Determining the number of board members
  • Election of the board, chairman of the board and, where applicable, auditor and deputy auditor
  • Appointment of election committee
  • Other matter. Which arrives at the meeting according to the Swedish Companies Act or the articles of association
  1. Fiscal year

The company’s financial year must be a calendar year

  1. Reconciliation clause

The company’s shares must be registered in a reconciliation register according to the Act (1998:1479) on securities centers and account management of financial instruments.