ARTICLES OF ASSOCIATION OF AFRICA RESOURCES AB (PUBL)
The name of the company is Africa Resources AB (publ).
The registered office of the company is in the county and borough of Stockholm.
The Company shall solely, through subsidiaries or through cooperation with others, engage in mining and mineral exploration business focusing on extraction of oil, gas, diamonds and other geo resources. In addition the company shall conduct trading business with mineral resources, securities, financial instruments as well as trading with movable and immovable property such as heavy equipment and other activities compatible therewith.
The share capital shall amount to a minimum of SEK 3,000,000 and a maximum of SEK 12,000,000
Number of shares
The number of shares shall be a minimum of 6,000,000 and a maximum of 24,000,000.
The board of directors
The board of directors shall consist of three (3) to ten (10) directors with no more than ten (10) deputy directors. The Board is elected on the Annual General Meeting (AGM) for a duration up to then next AGM.
The company shall not have 1-2 auditors. With or without an alternate auditor.
8. Notice of shareholders’ meetings
Notice of shareholders’ meetings shall be announced in Post och Inrikes Tidningar and on the company’s web site. It shall be announced in Dagens Industri that notice of shareholders’ meeting has been given.
Shareholders who wish to participate in the proceedings of the general meeting of shareholders must be included in a transcript or other representation of the entire shareholders' register not later than five business days prior to the general meeting and have to give notice to the company of their participation not later than 12 pm on such day that is stipulated in the notice convening the general meeting of shareholders. Such day must not be a Sunday or other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not fall prior the day falling five weekdays prior to the general meeting.
Shareholders do not have to register the number of accompanied assistants (maximum two).
9. Annual general meeting
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, if appropriate.
i) Determination of fees for directors and auditors.
j) Election of directors and deputy directors of the board and, where appropriate, 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.
10. Record date provision
The Company’s shares shall be registered in a CSD register pursuant to the Financial Instruments Accounts Act (1998:1479).
11. Financial year
The fiscal year of the company shall be calendar year.