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Invitation to 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 legal document.
The shareholders of Nordic Mines AB (publ), 556679-1215, are hereby summoned to an extraordinary general meeting to be held on Friday, 15 June 2012 at 10.00 a.m. at Företagshotellet Drabanten, Bangårdsgatan 13, Uppsala.
A. Attendance etc.
Shareholders wishing to attend the general meeting must
1. be entered in the share register kept by Euroclear Sweden AB on Friday 8 June 2012, andb
2. no later than 3.00 p.m. on Monday 11 June 2012 have notified the company by mail to Nordic Mines AB, Trädgårdsgatan 11, 753 09 Uppsala, or by phone +46 (0) 18 84 34 500, or by email to info@nordicmines.se .
The notification shall include full name, civil registration number or company registration number, shareholding, address, daytime phone number and, where applicable, details of a deputy, agent 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 participate in the general meeting. To ensure that this re-registration is registered in the share register no later than on Friday 8 June 2012, the shareholder should request such re-registering with the nominee well in advance.
C. Proxies etc.
Shareholders wishing to attend via a proxy shall issue a dated power of attorney for the 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. The validity period of the power of attorney may not exceed five years from 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 address in ample time before the general meeting. The company provides a form of power of attorney on request and this power if attorney can also be downloaded from 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. The board of directors' proposal for a resolution to approve the board of directors' resolution on a rights issue of shares
8. The board of directors' proposal for a resolution to authorise the board of directors to resolve upon a rights issue of shares
9. Closing of the general meeting
E. The board of directors' proposals for resolutions
The board of directors' proposal for a resolution to approve the board of directors' resolution on a rights issue of shares (item 7)
The board of directors proposes that the general meeting resolves to approve the resolution of the board of directors' of 22 May 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 person appointed within the board of directors, shall be authorised to, not later than five business days prior to the record date for the right to participate in the rights issue, determine the maximum amount by which the company's share capital shall be increased, the maximum number of shares to be issued and the subscription price per new share.
· Shareholders of the company entered in the share register kept by Euroclear Sweden AB on 20 June 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 the board of directors considers that this is not possible due to practical or administrative reasons, through registration on a separate subscription list, during the period commencing on 21 June 2012 up to and including 5 July 2012. The board of directors shall be authorised to prolong the subscription period and the period within which payment shall be made.
· The board of directors' resolution on the new issue is conditional upon the annual general meeting to be held on 23 May 2012 resolving to amend the Articles of Association's limits with respect to the share capital and the number of shares in accordance with the proposal in the notice convening the annual general meeting.
The rights issue is expected to raise approximately SEK 220 million to the company before transaction costs. For further details and information on the background and reasons for the rights issue, see the company's press release of 23 May 2012.
The board of directors' proposal for a resolution to authorise the board of directors to resolve upon a rights issue of shares (item 8)
The board of directors proposes that the board of directors shall be authorised to, until 31 August 2012, at one occasion, resolve upon an issue of shares with preferential rights for the shareholders within the limits of the Articles of Association as applicable from time to time.
This proposal is only being submitted to enable a new issue with a later record date and subscription period, if this would be required with respect to the time needed for preparation and approval of a prospectus. Consequently, the board of directors intends to revoke this proposal if the board of directors before the general meeting considers that an approved prospectus will be available in time to enable the record date and the subscription period to occur in accordance with the board of directors' resolution on a new issue. If this is not the case, the board of directors intends to revoke the proposal to approve the board of directors' resolution on a new issue, whereby the general meeting shall consider this proposal to authorise the board of directors instead.
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 other group companies. Such information is provided by the board of directors or the managing director at the general meeting provided 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 on the day of this notice to convene the general meeting is 36,815,647. The total number of votes in the company on the same day is 36,815,647. The company does not hold any treasury shares.
H. Documents
The board of directors' complete resolution pursuant to item 7 and proposal pursuant to item 8 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, 753 09 Uppsala and copies of these documents will upon request be sent free of charge to shareholders who provide their postal address.
Uppsala in May 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 07.30 a.m. (CET) on 24 May 2012.
Nordic Mines is a Nordic mining and exploration company whose goal is to be one of the leading gold producers in Europe and a role model in respecting the environment. The company started mining gold in the Laiva mine in Finland in summer 2011. These gold deposits are among the largest in the Nordic region. Exploration is in progress in Finland and Sweden. Nordic Mines has 86 employees and its head office is in Uppsala. The Nordic Mines share is traded on the Nasdaq OMX Mid Cap list in Stockholm. For more information, go to www. nordicmines.com
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