Articles of Association
1 § Name and domicile
The company's trade name is Terrafame Oy, Terrafame Ab in Swedish and Terrafame Ltd in English.
The company is based in Sotkamo.
2 § Industry
The Company's business activities are engaged in the metals extraction, further processing and sale of metals, manufacturing and selling of battery chemicals and other chemicals, ore exploration, exploitation, mining and other mining and extracting activities, the purchase and sale of mining rights, as well as business based on knowledge acquired or related to those areas. The Company may also own real estate and securities and engage in their trading and other investment activities.
2 § Board of Directors
The Company has a Board of Directors consisting of at least three (3) and up to seven (7) regular members.
The Chairman and potential Vice-Chairman of the Board and other members shall be elected by the General Meeting.
The term of office of the members of the Board shall expire at the end of the Annual General Meeting following their election.
4 § Representation of the Company
The Company is represented not only by the Board of Directors, but also by the Chairman and CEO alone and two (2) members of the Board together.
The Board of Directors may grant any other designated person a procura or the right to represent the Company alone or in conjunction with another procusist or member of the Board of Directors.
5 § Auditor
The auditor of the company must be an audit firm approved by the Finnish Patent and Registration Office.
The Auditor's term of office expires at the end of the Annual General Meeting following the election.
6 § Fiscal year
The Company's fiscal year is January 1 to December 31.
7 § Conference Notice
The invitation to the General Meeting shall be delivered to each shareholder not earlier than two (2) months and no later than two (2) weeks prior to the meeting. The invitation shall be delivered to the shareholder in written format or otherwise demonstrably at the address listed on the Company's share list or otherwise known to the Company.
8 § Annual General Meeting
The Annual General Meeting shall be held annually on a date determined by the Board of Directors within six (6) months after the end of the fiscal year.
The meeting shall present:
1. financial statements comprising the income statement, balance sheet, cash flow statement and notes;
2. activity report;
3. audit report;
shall decide:
4. the confirmation of financial statements;
5. using the profit shown by the confirmed balance sheet;
6. discharge the members of the Board of Directors and the CEO from liability;
7. on the remuneration of members of the Board of Directors and the auditor and the basis for compensation for travel costs
8. the number of members of the Board;
shall select:
9. members of the Board, Chairman of the Board and possible Vice president;
10. auditor; and
shall manage:
11. other matters presented in the Meeting agenda.
9 § Meeting place
In addition to the company's domicile, the Annual General Meeting can be held in Helsinki.
10 § Redemption Clause
If a share is transferred to a new owner outside the company, the transferee must immediately notify the Board of Directors. The shareholder and the company have the right to redeem the share transferred to a new shareholder from someone other than the company under the following conditions:
(i) The shareholder’s right of redemption is primary. The company can only redeem the transferred share if no shareholder exercises their right of redemption.
(ii) The redemption price is the price agreed upon by the transferor and the transferee, or if the acquisition is without consideration, the mathematical net value based on the latest confirmed financial statements.
(iii) The board of directors must notify the shareholders of the share transfer within three (3) weeks of the transfer being reported to the board. At the same time, the board must inform the shareholders whether the company intends to exercise its secondary right of redemption. If the share has been transferred for consideration, the notification must state the agreed consideration. The notification must be delivered in the same manner as a notice of a general meeting.
(iv) The shareholder must submit a written redemption claim to the board within six (6) weeks of the transfer being reported to the board. The company must notify the recipient of the shares of the company’s intention to exercise its right of redemption within seven (7) weeks of the transfer being reported to the board.
(v) If multiple shareholders wish to exercise their right of redemption, the board must distribute the shares among those willing to redeem in proportion to their existing shareholdings. If the distribution of shares is not even, the remaining shares will be allocated by lot.
(vi) The redemption price must be paid within four (4) weeks of the latest possible date for submitting a redemption claim or the confirmation of the redemption price, whichever is later. If the redeemer is a shareholder, the redemption price is paid to the company, which will forward the redemption price to the transferee or other entitled party. If the redeemer is the company, the redemption price is paid to the transferee or other entitled party.
(vii) Disputes regarding the right of redemption and the determination of the redemption price must be referred to arbitration in accordance with the procedure provided by the Arbitration Act.
This clause must be recorded in the share certificates, the share register, any interim certificates issued, and the subscription list.