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Notice of Extraordinary General Meeting of Nordic Mines AB (publ)
The English text is an unofficial translation of the Swedish original and in case of any discrepancies between the
Swedish text and the English translation, the Swedish text shall prevail. This is not a legal document.
The shareholders of Nordic Mines AB (publ), 556679-1215 (the "company"), are hereby convened to an Extraordinary General Meeting to be held on Thursday, 20 December 2012 at 10.00 a.m. (CET) at Företagshotellet Drabanten, Bangårdsgatan 13, Uppsala, Sweden.
A. Attendance etc.
Shareholders who wish to participate at the General Meeting must:
1.be entered in the share register kept by Euroclear Sweden AB on Friday 14 December 2012, and
2. no later than 3.00 p.m. on Friday 14 December 2012 have notified the company by mail to Nordic Mines AB, Trädgårdsgatan 11, SE-753 09 Uppsala, Sweden, or by phone +46 (0)18 84 34 500, or by email to info@nordicmines.se.
The notification shall include full name, personal identity number or company registration number, shareholding, address, daytime phone number and, where applicable, details of a deputy, representative or assistant. Where applicable, a power of attorney, certificate of registration and other authorising documents are to be enclosed with the notification.
B. Nominee-registered shares
Shareholders whose shares are nominee-registered must also temporarily register the shares in their own name in the share register kept by Euroclear Sweden AB in order to be eligible to participate at the General Meeting. To ensure that this re-registration is registered in the share register no later than on Friday 14 December 2012, the shareholder should request such re-registration with the nominee well in advance.
C. Proxies etc.
Shareholders who wish to attend via a representative shall issue a dated power of attorney for such representative. If the power of attorney is issued by a legal person, a certified copy of the certificate of registration or equivalent for the legal person must be enclosed with the power of attorney. The validity period stipulated in the power of attorney may not exceed five years from the date of issue. The original copy of the power of attorney together with any registration certificate should be sent to the company at the above stated address in ample time before the General Meeting. The company provides a form of power of attorney on request and this form of power of attorney is also available at the company's website, www.nordicmines.se.
D. Proposed agenda
1. Opening of the General Meeting
2. Election of the chair of the General Meeting
3. Preparation and approval of voting list
4. Election of one or two persons to verify the minutes
5. Determination of whether the General Meeting has been duly convened
6. Approval of the agenda
7. Resolution on amendments to the Articles of Association
8. Resolution on authorisation for the board of directors to resolve upon new issue of shares
9. Resolution on amendments to the Articles of Association
10. Resolution on approval of the board of directors' resolution on a new issue of shares with preferential rights for the existing shareholders
11. Resolution on election of new member of the board of directors 12. Closing of the General Meeting
E. Proposed resolutions
Resolution on amendments to the Articles of Association (item 7)
To enable the authorisation for the board of directors to issue new shares under item 8 below the board of directors proposes the General Meeting to resolve upon amending the limits for the share capital and the number of shares in the Articles of Association as follows. The limits of the share capital in the Articles of Association shall be changed from the current limits of not less than SEK 30,000,000 and not more than SEK 120,000,000 to not less than SEK 85,000,000 and not more than SEK 340,000,000. Article 4 of the Articles of Association will then have the following wording:
"The share capital shall be not less than SEK 85,000,000 and not more than SEK 340,000,000".
The limits of the number of shares in the Articles of Association shall be changed from the current limits of not less than 30 000 000 shares and not more than 120 000 000 shares to not less than 85,000,000 shares and not more than 340,000,000 shares. Article 5 of the Articles of Association will then have the following wording:
"The number of shares shall be not less than 85,000,000 shares and not more than 340,000,000 shares."
For implementation, the board's proposal requires support by shareholders representing at least two thirds of both the votes cast and the shares represented at the General Meeting.
Resolution on authorisation for the board of directors to resolve upon new issue of shares (item 8) The board proposes that the General Meeting authorises the board to, on one or several occasions during the period until the next Annual General Meeting, resolve upon a new issue of shares, with or without deviation from the shareholders' preferential rights. The number of shares that can be issued shall amount to not more than 50,000,000. The board shall have the right to set terms and conditions for issues by virtue of the authorisation, including the subscription price, which, however, shall be determined on market terms (taking into consideration a necessary market discount). Payment for subscribed shares shall where applicable be made by way of set-off or in kind.
The reason for authorising the board to resolve upon new issues of shares with possible deviation from the shareholders' preferential right is mainly to enable the company to implement private placements with the purpose of widening the shareholder base with long term institutional investors which is expected to benefit the company in both a short and a long term perspective.
For implementation, the board's proposal requires support by shareholders representing at least two thirds of both the votes cast and the shares represented at the General Meeting.
Resolution on amendments to the Articles of Association (item 9)
To enable the new share issue with preferential rights for existing shareholders under item 10 below the board of directors proposes the General Meeting to resolve upon amending the limits for the share capital and the number of shares in the Articles of Association as follows. The limits of the share capital in the Articles of Association shall be changed to not less than SEK 190,000,000 and not more than SEK 760,000,000. Article 4 of the Articles of Association will then have the following wording:
"The share capital shall be not less than SEK 190,000,000 and not more than SEK 760,000,000"
The limits of the number of shares in the Articles of Association shall be changed to not less than 190,000,000 shares and not more than 760,000,000 shares. Article 5 of the Articles of Association will then have the following wording:
"The number of shares shall be not less than 190,000,000 shares and not more than 760,000,000 shares."
This resolution to amend the limits on share capital and number of shares in the company in the Articles of Association under this item 9 is conditional upon the General Meeting's approval of the board of directors' resolution on a new share issue pursuant to item 9 below.
For implementation, the board's proposal requires support by shareholders representing at least two thirds of both the votes cast and the shares represented at the General Meeting.
Resolution to approve the board of directors' resolution on a new issue of shares with preferential rights for the existing shareholders (item 10)
The board of directors proposes the General Meeting to resolve upon approving the resolution of the board of directors on 19 November 2012 on a new issue of shares with preferential rights for the shareholders of the company on mainly the following terms and conditions:
- The board of directors of the company, or a member of the board of directors appointed by the board of directors, shall be authorised to, not later than five business days (Sw. vardagar) prior to the record date for participation in the rights issue, determine the maximum amount by which the company's share capital shall be increased and the maximum number of shares to be issued.
- Shareholders of the company entered in the share register kept by Euroclear Sweden AB on 28 December 2012 (the record date) shall have preferential rights to subscribe for the new shares in relation to the number of shares held.
- The subscription for new shares by way of subscription rights shall be made by way of cash payment or, if in the board of directors' opinion this cannot occur due to practical or administrative reasons, by subscription on a separate subscription list , during the period commencing on 4 January 2013 up to and including 18 January 2013. The board of directors shall be authorised to prolong the subscription period and the period within which payment shall be made.
- The subscription price for the new shares shall be SEK1.10 per share.
- The board of directors' resolution on a new issue of shares requires that the General Meeting resolves upon necessary amendments to the Articles of Association's limits with respect to the share capital and the number of shares.
- For further details and information on the background and reasons for the rights issue, see the company's press release of 20 November 2012.
Resolution on election of new member of the board of directors (item 11)
For the period until the close of the next Annual General Meeting, Berne Jansson is proposed by Eldorado Gold Cooperatief U.A. as new member of the board of directors. Berne Jansson was, prior to his retirement, Eldorado Gold Corporation's Vice President, Operations. Mr. Jansson is 71 years old and has a degree in mining engineering from the Royal Institute of Technology (Sw. Kungliga Tekniska Högskolan) , Stockholm. Berne Jansson is independent in relation to the company and its management, but not in relation to the company's major shareholders.
Berne Jansson replaces Paul N. Wright who has informed the board of directors that he wishes to resign with effect from the Extraordinary General Meeting.
F. Questions to the board of directors and the managing director
Shareholders are entitled to request information on circumstances that can affect their assessment of an item on the agenda and the company's relationship to another group company. Such information is provided by the board of directors or the managing director at the General Meeting provided that such information can be disclosed without causing material harm to the company.
G. Number of shares and votes
The total number of shares in the company per the day of this notice to convene the General Meeting is 85,304,238. The total number of votes in the company per the same day is 85,304,238. The company does not hold any treasury shares.
H. Documents
The board of directors' complete resolution proposals under items 7, 8 and 9 and the board of directors' resolution under item 10, as well as documentation pursuant to Chapter 13, Section 6 of the Swedish Companies Act, will be available no later than three weeks before the General Meeting on the company's website, www.nordicmines.se, at the company's offices on Trädgårdsgatan 11 in Uppsala and copies of these documents will upon request be sent free of charge to shareholders who provide their postal address.
Uppsala in November 2012 Nordic Mines AB (publ)
The Board of Directors
The above information may be such information that Nordic Mines AB (publ) shall make public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 8:10 a.m. (CET) on 20 November 2012.
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