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

Corporate governance report 2022

Corporate governance report 2021

Corporate governance report 2020

Corporate governance report 2019

Corporate governance report 2018

Corporate governance report 2017

Corporate governance report 2016

Corporate governance report 2015

Corporate governance report 2014

Corporate governance report 2013

Corporate governance report 2012

Corporate governance report 2011

Corporate governance report 2010

Corporate governance report 2009

Auditor

The Annual General Meeting 2023 resolved to re-elect the company’s auditor Öhrlings PriceWaterhouseCoopers as auditor until the end of the next annual general meeting.

Nomination committee

Principles of appointment of the nomination committee

The nomination committee shall consist of the Chairman of the Board and three other members, each appointed by one of the three owners with the largest number of voting rights. The selection of the three largest shareholders shall be made on the basis of the share register of the Company kept by Euroclear Sweden AB as of the last banking day in September. Those shareholders who are not registered with Euroclear, and who wish to appoint a member to the nomination committee, shall submit an application to the Chairman of the Board no later than September 1 and provide evidence of shareholding. If it becomes known to the Company that two or more of the largest shareholders are controlled by the same physical person(s) (or the same physical person(s) holds shares in the company both directly and through a company controlled by him) then all such shareholders shall be considered to comprise one shareholder for the purposes of the participation in the nomination committee.

At the earliest convenient date after the end of September the Chairman of the Board shall contact the three shareholders with the largest number of voting rights, as determined above, and request that they each appoint a member to the nomination committee. If any of the three shareholders with the largest number of voting rights decline their right to appoint a member to the nomination committee, the shareholder with the next largest number of voting rights shall be provided with the opportunity to appoint a member. If such shareholder also declines its right to appoint a member to the nomination committee or does not respond to the request within a reasonable time then the nomination committee shall be constituted by the remaining members.

Unless the nomination committee members decide otherwise, the chairman of the nomination committee shall be the member, appointed by the shareholder with the largest number of voting rights in the Company. If a member leaves the nomination committee before its work is completed and if the nomination committee considers that there is a need to replace this member, then the nomination committee shall appoint a new member.

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 2023:

The Annual General Meeting in Auriant Mining AB (publ) was held on May 16, 2023 at Nybrogatan 55, 114 40 Stockholm.

MINUTES

Documents before the meeting:

Extraordinary General Meeting 2022:

The Extraordinary General Meeting in Auriant Mining AB (publ) was held on December 28, 2022. The Extraordinary General Meeting was conducted by advance voting only, without physical presence of shareholders, proxies and third parties.

MINUTES

Documents before the meeting:

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

MINUTES

Documents before the meeting:

previous years

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 500,000 and a maximum of SEK 2,000,000.
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 Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
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