Nuuk, 2015-11-16 13:00 CET (GLOBE NEWSWIRE) -- To the shareholders of NunaMinerals A/S under suspension of payments
Notice is hereby given, pursuant to article 4 of the Articles of Association, that the Annual Generel Meeting of NunaMinerals A/S under suspension of payments (“NunaMinerals” or “the Company”) will be held on Wednesday, 25 November 2015 at the Hotel Hans Egede, Aqqusinersuaq 1, 3900 Nuuk, at 4 pm with the following agenda:
- Report on the activities of the Company.
- Presentation of the annual report 2014 for approval.
- Resolution for the distribution of profit or covering of loss according to the annual report as approved.
- Election of members to the Board of Directors.
- Determination of the remuneration of the Chairman and the other members of the Board of Directors.
- Appointment of auditor.
- Any proposals from the Board of Directors and/or shareholders:
a. Proposal from the Board of Directors to reduce the Company’s share capital by nominally DKK 2,207,276 from nominally DKK 2,759,094 to nominally DKK 551,818.80 for the purpose of payment of losses, by way of decreasing the nominal value of each share from DKK 0.1 to DKK 0.02.
b. Proposal from the Board of Directors to increase the Company’s share capital by nominally DKK 1,657,443.46 from nominally DKK 551,818.80 to nominally DKK 2,209,262.26 by way of cash contribution of DKK 5,300,460.73, without pre-emptive subscription rights for existing shareholders.
c. Proposal from the Board of Directors to increase the Company’s share capital by nominally DKK 1,469,536.54 from nominally DKK 2,209,262.26 to nominally DKK 3,678,798.80 by way of conversion of debt in the amount of DKK 4,699,539.27, without pre-emptive subscription rights for the existing shareholders.
- Any other business.
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The agenda will be posted on the Company’s website www.nunaminerals.com .
The agenda, the complete proposals and a statement of the Board of Directors concerning the general meeting proposals to restructure NunaMinerals will be available for inspection by the shareholders at the Company’s office not later than eight days prior to the annual general meeting.
The annual report and the auditors’ report are available for inspection at the Company’s temporary office c/o Advokatfirmaet Paulsen Keldsen, Kissarneqqortuunnguaq 9, P.O. Box 510, GL-3900 Nuuk from 16 November 2015 and will be forwarded to all registered shareholders who so request, as required by article 4.06 of the Articles of Association. The annual report 2014 has been available on the Company’s website, www.nunaminerals.com since 14 October 2015.
The share capital of NunaMinerals A/S is a nominal amount of DKK 2,759,094 distributed on shares of a nominal amount of DKK 0.1 or multiples thereof.
The proposed resolutions under items 1, 2, 3, 4, 5 and 6 can be adopted by a simple majority of votes. The proposed resolutions under items 7.a), 7.b) and 7.c) can be adopted by 2/3 of the votes cast and 2/3 of the votes represented at the general meeting.
The voting right attached to shares acquired by transfer may only be exercised if the shareholder has had his shares recorded in the Company’s Register of Shareholders or has given notice of his acquisition and submitted appropriate documentation thereof not later than when the general meeting was convened.
Pursuant to article 6.01 of the Articles of Association, only shareholders who have personally or in writing requested an admission card from NunaMinerals A/S, Issortarfimmut 1, P.O. Box 790, 3900 Nuuk, by telephone, +299 36 20 00, fax +299 36 20 10 or email info@nunaminerals.com not later than on Friday 20 November 2015 at 12 pm will be entitled to attend the general meeting.
Shareholders not recorded in the Company’s Register of Shareholders must document their shareholding by presenting a deposit statement from VP Securities A/S or the shareholder’s bank which is not more than five days old, and submit a written declaration stating that the shareholder has not sold his shares after the statement was issued and that he will not sell the shares until after the general meeting at the earliest.
Admission cards along with voting papers will be distributed at the entrance to the general meeting.
Shareholders who do not expect to be present at the general meeting can submit a proxy to the Board of Directors or a person appointed by the shareholder by submitting a completed proxy form to NunaMinerals A/S, c/o Advokatfirmaet Paulsen Keldsen, Kissarneqqortuunnguaq 9, P.O. Box 510, GL-3900 Nuuk,] 3900 Nuuk, fax +299 32 58 77 or e-mail advokat@paulsen.gl. The proxy form must be received by the Company not later than on Friday 20 November 2015.
Pursuant to article 15 of the Articles of Association the Company can use electronic communication in the form of e-mail when convening annual and extraordinary general meetings, forwarding subscription lists, annual reports, announcements and any other general information about the Company to the shareholders. As the Company will henceforth use this access to electronic communication, future general meetings etc. will be convened via e-mail.
Pursuant to article 15 of the Articles of Association, the shareholders are therefore invited to notify the Company of the e-mail address to which these announcements can be sent. It is the shareholders’ own responsibility to ensure that the Company has the correct e-mail address. If the Company does not receive an e-mail address or the e-mail address is not correct, the above-mentioned announcements will not be forwarded directly.
Nuuk, 16 November 2015
The Board of Directors
For the complete proposals, request for admission card as well as a proxy form, please see the enclosed PDF file.
Chairman of the Board of Directors Birks Bovaird, cell phone +1 416 518 0100 CEO Ole Christiansen, cell phone +299 5518 57
