Articles of Association

1. Name

The name of the Company is Central Asia Gold 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 150,000,000 and a maximum of SEK 600,000,000.

5. Number of shares

The number of shares shall amount to not less than 15,000,000 and not more than 60,000,000.

6. Board of directors and auditors

The Board of Directors shall comprise not less than three and not more than ten 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.That the notice has been made shall be announced 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 President 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, of 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 Annual 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 Annual General Meeting on May 31, 2011.