Tricorona

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Articles of Association

Tricorona AB (publ)
556332-0240

ARTICLES OF ASSOCIATION (adopted at Annual General Meeting, 24 April 2006)

§1

Name
The company name is Tricorona AB. The company is public (publ).

§2

Domicile
The company’s Board of Directors shall have its domicile in the Municipality of Stockholm.

§3

The company’s operations
The company shall conduct trade with raw materials, primarily metallurgical and energy-related, emissions credits, brokering futures and option contracts on the international commodity markets, recovering and refining certain industrial minerals, as well as other activities compatible with the above.

§4

Share capital
The share capital shall be at least SEK 6,000,000 and at most SEK 24,000,000.

§5

Number of shares
The number of shares shall be at least 60,000,000 and at most 240,000,000.

§6

VPC registration
The company’s shares shall be registered in a VPC register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).

§7

Board of Directors
The Board of Directors shall comprise at least three and at most nine directors, with a maximum of five deputies. The Board shall be elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting.

§8

Auditors
The company shall select one or two auditors, with or without deputy auditors, or a registered auditing company.

§9

Notice of general meeting of shareholders
Notice of ordinary general meetings, and notice of extraordinary general meetings where a change to the Articles of Association is on the agenda, shall be issued no earlier than six weeks and no later than four weeks before the meeting. Notice of any other extraordinary general meeting shall be issued no earlier than six weeks and no later than two weeks before the meeting. Notice of meetings shall always be given through advertisements in the newspapers Post- och Inrikes Tidningar and Svenska Dagbladet.

§10

Registration
Shareholders wishing to participate in the general meeting must both be entered in the printout or other representation of the share register concerning the proceedings five working days before the meeting, and must notify the company no later than 16.00 hours on the date stated in the notice of the meeting. The latter date must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, nor may it be any earlier than five working days before the meeting.

Assistance for shareholders is permissible at the general meeting only if the shareholder notifies this to the company in the way indicated in the previous section

§11

Annual General Meeting
The company’s Annual General Meeting is held in Stockholm once a year before the end of June.

The following matters shall be dealt with at the Annual General Meeting:

1.	Opening the meeting.
2.	Election of chairman for the meeting.
3.	Establishment and approval of register of voters.
4.	Election of two persons to check and verify the minutes.
5.	Determination of whether the meeting has been duly convened.
6.	Approval of the agenda.
7.	Presentation of the annual report and the auditors’ report.
8.	Resolutions on: a. adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet, b. discharge from liability for the board members and the Managing Director, and c. appropriation of the company’s profit or loss in accordance with the adopted balance sheet.
9.	Determination of the number of directors and deputy directors to be appointed by the meeting.
10.	Determination of remuneration for the Board of Directors and, where appropriate, for auditors.
11.	Election of Board of Directors and any deputies and, where appropriate, of auditors and any deputy auditors.
12.	Any other business arising for the general meeting under the Swedish Companies Act (2005:551) or Articles of Association.