Articles of association

N.B. The English text is an unofficial translation and in case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

§ 1 The Company
The name of the Company is Nordic Iron Ore AB (publ).

§ 2 Registered office
The registered office of the Company shall be in Ludvika, however general meetings can also be held in Stockholm.

§ 3 Operations
The Company shall engage in exploration and mining activities, mainly in iron ore, and conduct business related to this.

§ 4 Share capital
The share capital of the Company shall amount to not less than SEK 1,900,000 and not more than SEK 7,600,000.

§ 5 Number of shares
The number of shares in the Company shall be not less than 11,000,000 and not more than 44,000,000 shares.

§ 6 Board of Directors
The Board of Directors consists of 3-10 members, with a maximum of 10 deputies. The Board of Directors is elected annually at the annual general meeting for the period until the end of the next annual general meeting.

§ 7  Auditors
The Company shall have 1-2 auditors, with or without deputy auditors.

§ 8 Notice
Notice of a general meeting of shareholders shall be published in Post och Inrikes Tidningar as well as on the Company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Dagens Industri. The notice shall immediately, and free of charge, be sent to those shareholders who so request and state their address.

§ 9 Annual General Meeting
An annual general meeting of shareholders shall be held within 6 months of the expiry of each financial year. At the annual general meeting the following items shall be addressed:

1. Election of the chairman of the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Presentation of the annual report and the auditors report, and if applicable, the group financial report and the group auditor’s report 7. Resolutions regarding:
(a) the adoption of the income statement and balance sheet, and if applicable, the consolidated income statement and consolidated balance sheet;
(b) allocation of the Company’s result in accordance with the adopted balance sheet; and
(c) discharge from liability for the Board of Directors and the Managing Director, if a Managing Director has been appointed
8. Resolution regarding remuneration to the Board of Directors and to the auditors
9. Election of the Board of Directors, and where appropriate, election of auditors and deputy auditors
10. Any other matter on which the meeting is required to decide pursuant to the Swedish Companies Act or the Articles of Association

A shareholder may vote for all the shares owned or represented by him.

§ 10 Fiscal year
The financial year of the Company shall be 1 January – 31 December.

§ 11 Central securities depository clause
The Company’s shares shall be registered in a central securities depository register pursuant to the Financial Instruments (Accounts) Act (1998:1479).

Adopted at the annual general meeting 28 June 2013