Corporate Governance

Auriant Mining AB is a Swedish mining company with business operations in eastern Siberia, Russia. Auriant Mining AB was formed in 2004 and since 19 July 2010 is listed at the Swedish stock exchange Nasdaq First North Premier Growth Market. Its shares are traded under the abbreviation ”AUR”. Auriant has applied the Swedish Corporate Governance Code (the Code) since 1 July, 2008. The Code is based on the principle of "comply or explain", which means that companies applying the Code can deviate from the individual rules, but they must give an explanation for such deviation. Information on the Code can be found on the web-page of The Swedish Corporate Governance Board: www.bolagsstyrning.se

Corporate governance reports

Auditor

The Annual General Meeting 2022 resolved to re-elect the company’s auditor Öhrlings PriceWaterhouseCoopers as auditor until the end of the next annual general meeting.

Nomination committee

The nomination committee for the 2022 Annual General Meeting consisted of:
- Peter Daresbury, Chairman of the Board of directors of the Company;
- Risto Silander, appointed by Bertil Holdings Limited;
- Per Åhlgren, appointed by GoMobile Nu AB.

Instruction for the nomination committee

The nomination committee shall prepare the following proposals to be submitted to the Annual General Meeting for resolution:
a) proposal regarding chairman of the Annual General Meeting,
b) proposal regarding the number of board members,
c) proposal regarding election of board members, deputies and chairman of the board of directors,
d) proposal regarding directors’ fees for each of the directors and deputies as well as remuneration for committee work,
e) proposal regarding election of an auditor
f) proposal regarding auditor’s fees,
g) proposal regarding principles of appointment of the nomination committee,
h) proposals on such other matters as may be required by the Swedish Corporate Governance Code, and
i) if deemed necessary, proposal regarding changes to this instruction.

The nomination committee shall seek the Finance and Audit Committee’s recommendation on the election of an auditor. If the nomination committee’s proposal to the Annual General Meeting differs from the committee’s recommendation, the reasons for not following the committee’s recommendation are to be stated in the proposal.

If the nomination committee’s proposal on any item entails a deviation from the Swedish Corporate Governance Code, the nomination committee shall provide an explanation why the deviation is justified. The explanation is to be included in a statement of the nomination committee where its proposals are presented.

The first meeting of the nomination committee shall be convened by the chairman of the board, and the remaining meetings shall be convened by the chairman of the nomination committee. To be valid, a decision of the nomination committee must be supported by two thirds of its members. No remuneration shall be paid to the members of the nomination committee. The nomination committee may charge the company reasonable costs for travelling and investigations. The committee can be reached via email valberedning@auriant.se or via mail to:

Auriant Mining AB Box 55696
102 15 Stockholm Sweden

General Meetings

Annual General Meeting 2022:
The Annual General Meeting in Auriant Mining AB (publ) was held on May 10, 2022. The Annual General Meeting was conducted by advance voting only, without physical presence of shareholders, proxies and third parties
previous years
Extraordinary General Meeting 2021:
The Extraordinary General Meeting in Auriant Mining AB (publ) was held on December 22, 2021. Due to the continued spread of Covid-19, the Extraordinary General Meeting was conducted by advance voting only, without physical presence of shareholders, proxies and third parties.
Annual General Meeting 2021:
The Annual General Meeting in Auriant Mining AB (publ) was held on May 11, 2021. Due to the continued spread of Covid-19, the Annual General Meeting was conducted by advance voting only, without physical presence of shareholders, proxies and third parties.
Annual General Meeting 2020:
Annual General Meeting in Auriant Mining AB (publ) was held on May 19, 2020 at Näringslivets Hus, Storgatan 19, 114 85 Stockholm.
Annual General Meeting 2019:
Annual General Meeting in Auriant Mining AB (publ) was held on May 14, 2019 at Näringslivets Hus, Storgatan 19, 114 85 Stockholm.
Annual General Meeting 2018:
Annual General Meeting in Auriant Mining AB (publ) was held on May 14, 2018 at Näringslivets Hus, Storgatan 19, 114 85 Stockholm.
Extraordinary General Meeting 2017:
Extraordinary General Meeting was held on August 3, 2017
Annual General Meeting 2016:
Annual General Meeting in Auriant Mining AB (publ) was held on May 12, 2016
Annual General Meeting 2015:
Annual General Meeting in Auriant Mining AB (publ) was held on Tuesday, May 12, 2015
Annual General Meeting 2014:
Annual General Meeting in Auriant Mining AB (publ) was held on Tuesday, May 13, 2014 at the Näringslivets Hus, Storgatan 19, 114 85 Stockholm.
Annual General Meeting 2013:
Annual General Meeting in Auriant Mining AB (publ) was held on Wednesday, May 15, 2013 at the Näringslivets Hus, Storgatan 19, 114 85 Stockholm.
Extraordinary General Meeting in November 2012:
The Extraordinary General Meeting was held on November 27, 2012.
Annual General Meeting 2012:
The Annual General Meeting was held on Thursday, May 24, 2012 in Stockholm at Näringslivets Hus at Storgatan 19, 114 85 Stockholm, starting at 10.00 a.m.
Annual General Meeting 2011:
The Annual General Meeting was held on Monday, May 31, 2011 in Stockholm at Näringslivets Hus at Storgatan 19, 114 85 Stockholm, starting at 3.00 p.m.
Annual General Meeting 2010:
The Annual General Meeting in Central Asia Gold AB was held on Monday, June 28, 2010 at15.00 in IVA's conference center at Grev Turegatan 16 in Stockholm.
Handlingar inför stämman:

Articles of Association

1. Name
The name of the Company is Auriant Mining AB (publ).
2. Registered office of the Board of Directors
The Board of Directors shall have its registered office in the Municipality of Stockholm.
3. Operations
The object of the company’s operations is to conduct the production and/or prospecting of minerals on behalf of the company, through subsidiaries or through minor participations, and to conduct thus related operations.
4. Share capital
The share capital shall amount to not less than SEK 5,332,450 and a maximum of SEK 21,329,800.
5. Number of shares
The number of shares shall amount to not less than 47,400,000 and not more than 189,600,000.
6. Board of directors and auditors
The Board of Directors shall comprise at least three and at most ten ordinary members and not more than five deputy board members. The company shall have one or two auditors, with or without deputy auditors.
7. Notice
Notice convening a General Meeting shall be published in the Swedish official gazette Post- och Inrikes Tidningar and on the company’s website. Announcement that the notice has been published shall be made in the Swedish daily Svenska Dagbladet.
8. Annual General meeting
Annual General Meeting shall be held annually within six months from the close of the fiscal year.
The following matters shall be addressed at the Annual General Meeting:
1. Election of Chairman at the meeting
2. Confirmation and approval of the register of voters.
3. Approval of the agenda.
4. Election of one to two officers to verify the minutes.
5. Confirmation that the meeting has been properly convened.
6. Presentation of the Annual Report and the Auditor’s Report, and, when applicable, the consolidated Financial Statement and the consolidated Auditor’s Report.
7. Resolutions concerning:
a) Adoption of the Income Statement and Balance Sheet, and, when applicable, the consolidated Income Statement and the consolidated Balance Sheet.
b) The disposition of the company’s profit or loss in accordance with the adopted Balance Sheet.
c) The discharge of the members of the Board and the Managing Director from personal liability for the fiscal year.
8. Confirmation of fees for members of the Board and auditors.
9. Election of Board Members and, if applicable, deputy board members, auditors and deputy auditors.
10. Other matters to be considered at the Annual General Meeting in accordance with the Swedish Companies’ Act or the Articles of Association of the company.
At the Annual General Meeting, each shareholder entitled to vote may vote for the full number of votes held or represented by him without limitations to the number of votes.
9. Fiscal year
The company’s fiscal year shall be the calendar year.
10. Participation at the General Meeting
To participate in a Shareholder´s meeting, shareholders shall notify the company not later than 4:00 PM on the date specified in the notice convening the meeting. This may not be a Sunday, a public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, nor may it fall less than five working days prior to the meeting.
Proxies do not need to register the number of assistants. There may be no more than two assistants.
11. VPC registration provision
The company’s shares shall be registered in a central securities depository register according to the Financial Instruments Accounting Act (1998:1479).
Articles of Association adopted at the Extraordinary General Meeting on August 3, 2017.