Articles of Association
This is a translation of the Swedish original for convenience only and in case of any discrepancy, the Swedish text shall control. Download the Swedish text here (you will need Adobe Reader to access the file).
Articles of Association
Corporate registration number 556526-3968
§ 1 Company trading name
The Company’s trading name is Misen Energy AB (publ).
§ 2 Registered office
The registered office of the Company is in the municipality of Stockholm, in the County of Stockholm.
§ 3 Activity
The object of the Company’s operation is primarily exploration of geological resources with special focus on ore, minerals and hydrocarbons. The Company is in addition entitled to perform trading with concessions and rights in the raw material sector and also perform trading with financial instruments such as shares and related security instruments, bonds and foreign currencies, tangible and intangible assets and thereto connected activities.
§ 4 Share capital
The share capital shall amount to not less than two hundred million Swedish kronor (SEK 200,000,000) and not more than eight hundred million Swedish kronor (SEK 800,000,000).
§ 5 Number of shares
The number of shares shall not be less than one hundred million (100,000,000) and not more than four hundred million (400,000,000).
§ 6 Record-day register proviso
The Company’s shares shall be registered in a record-day register pursuant to the Swedish Financial Instruments Act (1998:1479).
§ 7 Board of Directors
The Board of Directors shall comprise a minimum of three and a maximum of nine members. No deputy members shall be elected.
§ 8 Auditors
The Company shall have one or two authorised public accountants as auditors with or without one deputy auditor or one auditing firm.
§ 9 Notice of a General Shareholders´ Meeting
Notice of an Annual General Meeting as well as notice of an Extraordinary General Meeting where an issue is a possible change of the Articles of Association shall be at the earliest six weeks and at the latest four weeks prior to the meeting. Notice of another Extraordinary General Meeting shall be published at the earliest six weeks and at the latest two weeks prior to the meeting.
Notice of a General Meeting shall be announced in the Swedish Official Gazette (Post och Inrikes Tidningar) and on the Company’s web site. At the time for the notice information about the notice shall be announced in Dagens Industri. Shareholders wishing to take part in the proceedings at general shareholders meetings shall be registered as shareholders in such print-outs or other versions of the entire shareholders´ register as relate the circumstances prevailing five (5) weekdays prior to the general shareholders´ meeting. They must also notify their intention to attend no later than the day specified in the notice of the general meeting. This day may not be a Sunday, another public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall before the fifth weekday prior to the general shareholders´ meeting. Shareholder wishing to be accompanied by assistant at a general shareholders´ meeting is allowed to do so only if the shareholder has made a notification about the assistant(s) in accordance with above mentioned manner.
§ 10 General Shareholders´ Meeting
Annual General Meeting shall be held annually within six (6) months after end of each financial year.
General shareholders’ meeting shall be held in Stockholm or Gothenburg.
At the Annual General Meeting the following items shall be dealt with:
- Election of chairman of the meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of one or two certifiers of the minutes.
- Question whether the general meeting has been duly convened.
- Submit of the annual statement and auditing report and if applicable group accounts and group auditing report.
- Adoption resolution of the profit and loss statement and balance sheet and if applicable group income statement and group balance sheet,
- on the allocation regarding the Company’s profit or loss according to the adopted balance sheet,
- to discharge the Board of Directors and the Managing Director from liability.
- Resolution on the number of Board members, auditors and deputy auditors to be elected at the General Meeting.
- Adopt the remuneration to the Board of Directors and if applicable the auditors.
- Election of Members of the Board.
- Election of auditors, deputy auditors or auditing firm.
- Other items that have been pre-notified that can be resolved at the General Meeting in accordance with the companies´ act (2005:551) or the Articles of Association.
§ 11 Financial year
The Company’s financial year shall comprise the period from January 1 to December 31.
These Articles of Association have been adopted at the Extraordinary General Meeting held on 21 December 2011.