Notice of Annual General Meeting of Nordic Mines AB (publ)
The shareholders of Nordic Mines AB (publ), Corporate Registration Number 556679-1215 (the "Company") are hereby invited to the Annual General Meeting on Friday, 30 June 2017 at 1.30 p.m. at the office of Azets Insight AB, Lindhagensgatan 94, Stockholm.
A. Right to participate in the Meeting
Shareholders who wish to participate in the Meeting must be included in the shareholders' register maintained by Euroclear Sweden AB as of Friday, 23 June 2017, and notify the Company of their participation not later than 26 June 2017, preferably before 3 p.m., at the following address: Nordic Mines AB (publ), c/o Azets Insight AB Att. Ludmilla Lundberg, Box 34212, 100 26 Stockholm, per telefon +46 70 268 81 13, eller via e-post till ludmilla.lundberg@azets.net.
In their notification of attendance, shareholders must state their name, personal identification number or corporate registration number, address, telephone number, e-mail address, any assistants and shareholdings. Proxy forms for shareholders wishing to participate in the Meeting via proxy will be available on the Company's website www.nordicmines.com. Shareholders represented by proxy are to issue a dated power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document for the legal entity is to be appended to the notification of attendance. The power of attorney and registration certificate should be sent to the Company at the aforementioned address well in advance of the Meeting. The power of attorney may not be more than five years old.
Shareholders whose shares are registered with a bank's custody services department or another nominee must temporarily re-register their shares in their own name with Euroclear Sweden AB to be able participate in the Meeting. Such re-registration must be completed by 23 June 2017, and the nominee must thus be informed well in advance of this date.
B. Items of business at the Meeting Proposed agenda 1) Opening of the Meeting 2) Election of chairman of the Meeting 3) Preparation and approval of the voting list 4) Election of one or two persons to verify the minutes 5) Determination of whether the Meeting has been duly convened 6) Approval of the agenda 7) Presentation of the annual accounts and the consolidated accounts as well as auditor's report and auditor's report on the consolidated accounts 8) Resolution on: a) adoption of the income statement and balance sheet as well as consolidated income statement and consolidated balance sheet b) disposal of the Company's result in accordance with the adopted balance sheet; and c) discharge from liability of the members of the Board of Directors and the managing director 9) Resolution on the number of Board members to be elected by the Meeting and the number of auditors and deputy auditors 10) Resolution on fees to the Board members and the auditor 11) Election of Board members, chairman of the Board of Directors and auditor 12) Resolution on principles for remuneration to senior management 13) Resolutions to:
- amend the articles of association; and
- decrease the Company's share capital
14) Resolution to approve the Board of Directors resolution to issue new shares with preferential rights for shareholders 15) Resolution to increase the Company's share capital through bonus issue 16) Board of Directors' proposal for resolution regarding authorisation for the Board to make minor adjustments to resolutions made at the Meeting in conjunction with registration with the Swedish Companies Registration Office and Euroclear Sweden AB 17) Closing of the Meeting
PROPOSALS FOR RESOLUTION
Item 8 b) - disposal of the Company's result in accordance with the adopted balance sheet The Board of Directors propose that no dividend shall be paid for the financial year 2016. The net profit for the year and retained earnings shall be carried forward in an amount of SEK 97,529,000.
Item 9 - Resolution on the number of Board members to be elected by the Meeting and the number of auditors and deputy auditors The individually largest shareholder Lau Su Holding AB proposes that the Board of Directors shall be comprised of four ordinary members for the time until the next Annual General Meeting.
The nomination committee proposes that the Company have a registered firm of accountants as its auditor.
Item 10 - Resolution on fees to the Board members and the auditor The individually largest shareholder Lau Su Holding AB has proposed that the fee for members of the Board shall remain in accordance with the resolutions by the annual general meeting on 30 June 2016, meaning remuneration for the board of directors amounting to SEK 200,000 for independent directors per person and year and that dependent directors do not receive any remuneration.
The nomination committee proposes that fees to the auditor are to be paid according to approved invoice.
Item 11 - Election of Board members, chairman of the Board of Directors and auditor Since the current Board of Directors have declined re-election, the individually largest shareholder Lau Su Holding AB proposes that Fredrik Zettergren, Denise Lagercrantz, Ludmilla Lundberg and Pranay Panda be elected new Board members. It is proposed that Fredrik Zettergren be elected chairman of the Board.
Fredrik Zettergren : Born 1969, is among the top lawyers in Sweden having been nominated three times within the field of Business Law to "The Lawyer among Lawyers". Among top seven hard won tax cases in Sweden, Fredrik has 2 wins on his list of merits. Fredrik has many years of judicial experience of large and complex cases in the field of Governance, Negotiations, Business & Taxation. He is currently a partner with Law Firm Zettergen & Lagercrantz and prior to which was a partner to Law Firm Fylgia AB. Fredrik has a Masters in Law and Bachelors in Arts in Military Science. He is a member of Swedish Bar Association. Fredrik is an independent candidate in relation to the Company and Management and dependent in relation to Major Shareholders in the Company.
Shareholdings in the Company: No shares: 0
Ludmilla Lundberg: Born 1955, Ludmilla Lundberg has more than 20 years of experience of working with compliance and IFRS reporting as Financial Controller and Chief Economist in large Swedish Groups & Publicly listed companies as ABB, Skanska, Vattenfall, SEB Asset Management & Visma. Ludmilla Lundberg has also been an acting CFO via Visma Services AB for Copperstone Resources AB listed at Nasdaq OMX First North. Lau Su's focus will be to drive board focus on Governance and Ludmilla's experience in Accounting/Reporting functions with top Swedish Groups will go a long way in helping Nordic Mines achieve this. Sweden Resident, Ludmilla Lundberg is dependant in relation to the Company and management and independent in relation to Major Shareholders in the Company.
Shareholdings in the Company: No shares: 0
Göran Lundsten : Born 1960, is a business lawyer currently as a partner in Hellstrom Law Firm prior to which he was a legal counsel to Skandia Insurance listed in NASDAQ OMX, Legal Counsel and Member of the Swedish Bar Association at Law Firm Manheimer Swartling & Audit Firm Aurthur Andersen. Göran has been a board member and company secretary on several boards of Insurance/Bank/Mutual fund and Financial securities' companies like Skandia listed in NASDAQ, Coop Bank, Gaming Corps AB (IT, gaming industry) listed on NASDAQ First North & Fair Investments AB (Asset Management). Göran's field of expertise is in Corporate and Financial Law with focus on financial and regulatory Issues advising companies which are regulated by the Financial Supervisory Authority and listed on regulated market. Goran has a Masters in Law from the Stockholm University. Goran Lundsten is independent in relation to the Company and management and independent in relation to Major Shareholders in the Company.
Shareholdings in the Company: No shares: 0
Pranay Panda: Born 1971, Pranay Panda is the current Chairman of Lau Su Holding AB, major shareholder of Nordic Mines. He has more than 20 years of experience out of which more than 15 years have been in Investing [Equity Capital Markets & Currency], Investment Management [Risk, Valuations, Mergers & Acquisitions, Post M&A Integration] both as an Entrepreneur in Transformational Deals and in Advisory with Deloitte, Bearing Point Inc. [Earlier KPMG Consulting] in Private Equity space. Around 5 years have been spent in Brand Planning in outfits like the DDB and Lowe group. Pranay has a MBA from Stockholm School of Economics in Sweden and a Bachelors Honors in applied Mathematics from University of Poona, India. Pranay Panda is actively involved with the boards of Lau Su Holding AB and Lau Su Investment AB. Pranay Panda is independent in relation to the Company and management and dependent in relation to Major Shareholders in the Company.
Shareholdings in the Company: 123,010,854 shares indirectly through Lau Su Holding AB.
Denise Lagercrantz : Born 1980, Denise is a Public Defender and Counsel in the area of Business Law. Denise has great technical skills and competence in Business law proceedings where the evaluation of technical investigation & governance is becoming increasingly important. She is a Partner to Zettergren and Lagercrantz and earlier Lawyer to Law Firm Kerstin Koorti. Denise has a Masters in Law from Stockholm University & is a member of the Swedish Bar Association . Denise Lagercrantz is independent in relation to the Company and management and independent in relation to Major Shareholders in the Company.
Shareholdings in the Company: No shares: 0
The nomination committee proposes, for the period until the end of the next Annual General Meeting, election of the authorized accounting firm KPMG AB as the Company's auditor. KPMG's proposal for principal auditor will be communicated by the Company before the Meeting.
Item 12 - Resolution on principles for remuneration to senior management The Board of Directors has prepared a proposal for principals for the determination of remuneration and other employment terms for senior management. Senior management consists of the managing director and other senior executives of the Company and its subsidiaries. The Board of Directors proposes that the Meeting resolves on the following principles for remuneration and other employment terms for the Company's senior management.
The principles apply for employment agreements entered into subsequent to the resolution of the Annual General Meeting and also in such cases where changes are made to existing terms after such point in time. The proposal of the Board of Directors is based on the Company's remuneration level and remuneration structure for the senior management being in line with market practice.
Basic remuneration The basic remuneration shall be individual and based on each individual's responsibility and role, as well as such individual's qualification and experience with the relevant position.
Variable remuneration The variable remuneration for senior management in the Company shall be structured as a variable component of the total cash remuneration package and the criteria for the variable remuneration shall be related to the meeting of defined targets. The purpose of the variable remuneration is to promote the Company's long-term value creation. The criteria for the remuneration are to be reviewed annually by the Board of Directors to ensure that the targets are in line with the current business strategies. The proportion of the total remuneration consisting of the variable remuneration may vary depending on the position and may compose a maximum of 50 per cent of the basic remuneration if the relevant targets are met in full and shall be cash based. The remuneration plan shall also include a minimum performance level in relation to the targets, below which no variable remuneration shall be payable.
Other benefits Other benefits, such as company car, health insurance etc., shall be of limited value in relation to other remuneration and be in line with what is considered market practice. In addition, participation in long-term incentive programmes, e.g. consisting of warrants, or shares in an employee fund or profit share fund, may be offered as a complement if appropriate and based on resolutions and principles from the General Meeting.
Pension The senior management are entitled to pension benefits on market terms, where the pensionable income is based on the basic remuneration. Provisions for pensions may be made up to 35 per cent of the basic remuneration and, for the managing directors, of the severance pay.
Notice of termination period and severance pay For the senior management who are employed by the Company, the termination notice period shall not exceed six month in the event of termination by the employee, and shall not exceed 12 month in the event of termination by the Company. In case of notice of termination, a member of the senior management may be entitled to a severance pay equivalent up to 12 month basic remuneration. The terms of employment shall also in other respects be in accordance with market practice.
Remuneration committee A remuneration committee within the Board of Directors, appointed by the Board of Directors, shall prepare matters regarding remuneration and other employment terms of the managing director and other senior management, and present proposals to the Board of Directors for resolutions in such matters.
Deviation in individual cases The Board of Directors shall have the right to deviate from these principles if there, in an individual case, are specific reason for such deviation. If such discrepancies occur, information of such and the reason for the discrepancy shall be presented at the next Annual General Meeting. All previously resolved, but not yet paid, remuneration to the senior management are in line with the abovementioned proposed principles.
Item 13 - Resolutions to a) amend the articles of association and b) decrease the Company's share capital
13 a) amendment of the articles of association To enable the decrease of the Company's share capital under item 13 b) and the new share issue under item 14, the Board of Directors proposes that the Meeting resolves on the following amendments to the articles of association of the Company: The provision in § 4 regarding the limits of the share capital of the Company is amended so that the share capital shall be no less than SEK 100,000,000 and no more than SEK 400,000,000. The provision in § 5 regarding the limits of the number of shares of the Company is amended so that the number of shares shall be no less than 400,000,000 and no more than 1,600,000,000.
13 b) decrease of the Company's share capital Furthermore the Board of Directors proposes that the Meeting resolves on a reduction of the Company's share capital by SEK 88,476,152.40. The reduction shall be effected without cancellation of shares. The reduction amount shall be allocated as non-restricted equity. The reduction is made in order to reduce the quota value of the shares to facilitate the issues of shares to be resolved in accordance with item 14. Following the reduction, the Company's share capital will amount to SEK 161,230,985.46 divided between 565,722,756 shares in total (prior to the new issue of shares), each share having a quota value of SEK 0.285.
The reduction is subject to the amendment to the articles of association in accordance with item 13 a) above.
The Meetings' resolution under item 13 a) - b) above shall be resolved upon as one decision. Such resolution requires, for its validity, that a minimum of two-thirds of the votes cast and the shares represented support the resolution.
Item 14 - Resolution to approve the Board of Directors resolution to issue new shares with preferential rights for shareholders
The Board of Directors proposes that the Meeting resolves to approve the Board of Directors' resolution as of 31 May 2017 to increase the Company's share capital with not more than SEK 69,098,994 by an issue of not more than 242,452,609 new shares.
The right to subscribe for shares in the new share issue shall with preferential rights be granted to those shareholders who on the record date for the new share issue are registered as shareholders of the Company. Each shareholder is entitled to preferential right to subscribe for shares in proportion to their existing holdings.
Seven (7) existing shares entitles the holder to three (3) newly issued shares. The subscription price per share is SEK 0.285.
In the event that all shares are not subscribed for with preferential rights, the Board of Directors shall, within the maximum limit of the new share issue, resolve on the allocation of shares not subscribed with preferential rights. Such allocation shall firstly be made to investors who have subscribed for shares with preferential rights, irrespectively if they were shareholders at the record date or not, and, in the event of oversubscription, in proportion to the number of subscription rights each investor have used for subscription of shares, and to the extent this is not possible, by drawing of lots. Allocation should secondly be made to others who have subscribed for shares without preferential rights and, in case of oversubscription, in proportion to the amount subscribed, and if this cannot be made, through drawing of lots.
The record date for determining the right to receive shares shall be 11 July 2017. Subscription with preferential rights shall be made by way of cash payment during the period from 13 July 2017 up to and including 27 July 2017. The Board of Directors shall be entitled to prolong the subscription period as well as the time of payment.
Application for subscription of shares not based on preferential rights shall be made on a separate subscription list during the period stated above. Payment for subscription without preferential rights shall be made through payment in cash no later than three (3) bank days after the contract notes evidencing the allocation of shares have been sent out. The Board of directors shall be entitled to prolong the subscription period as well as the time of payment. It is noted that the Board of directors has the right to approve payment by way of set-off in accordance with Chapter 13, Section 41 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551) ).
The new shares entitle to dividends for the first time on the first record date for dividend that take place after the new share issue has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
Lau Su Holding AB has informed the Company of its intention to receive repayment of existing shareholder loans of USD 1,200,000, including accrued interest until 30 June 2017, by subscribing for shares in the new share issue. This corresponds to 16.1 per cent of the new share issue, if fully subscribed.
The new share issue is subject to the amendment to the articles of association and decrease of the Company's share capital in accordance with item 13 a) - b) above.
Item 15 - Resolution to increase the Company's share capital through bonus issue To facilitate the registration of the Board of Directors' proposal on the share capital reduction pursuant to item 13 b) above, the Board of Directors propose that the Meeting resolves a bonus issue, without the issuance of shares, to increase the share capital by no more than SEK 50,942,384.54 by way of transfer from the Company's non-restricted equity. The Board of Directors shall be authorized to execute the transfer.
Item 16 - Board of Directors' proposal for resolution regarding authorisation for the Board to make minor adjustments to resolutions made at the Meeting in conjunction with registration with the Swedish Companies Registration Office and Euroclear Sweden AB It is proposed that the Meeting authorises the Board of Directors or the party appointed by the Board of Directors to make minor adjustments to the resolutions passed at the Meeting should they be required in conjunction with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
C. Documents, disclosures and number of shares and votes etc The Meetings' resolution under item 13 above requires, for its validity, that a minimum of two-thirds of the votes cast and the shares represented support the resolution.
Complete proposals for resolutions and other documentation under the Swedish Companies Act will be available at at the office of Azets Insight AB, Lindhagensgatan 94, Stockholm, Sweden no later than three weeks before the Meeting and at the Company's website www.nordicmines.com. The documentation will, upon request, be sent free of charge to shareholders who have provided their postal address. The documents will also be available at the Meeting.
If requested by a shareholder and if the Board believes that such action can take place without any material harm to the Company, the Board and managing director are to provide disclosures about circumstances that may influence the assessment of an item of business on the agenda, circumstances that may affect the Company's financial position, the Company's relationship with another Group company and the consolidated financial statements.
The total number of shares and votes in the Company on the publication date of this notice was 565,722,756. The Company is not holding any own shares.
____________________ Stockholm in May 2017 Nordic Mines AB (publ) The Board of Directors
For additional information, please contact: Anneli Önneby annelionneby@icloud.com 00 46 (0) 736-80 62 42
For more information about Nordic Mines, please visit www.nordicmines.com. Nordic Mines AB (publ) is obliged to make this information public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:30 am CET on 1 June 2017.
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