Notice of the annual general meeting of Nordic Mines AB (publ)
The company’s notice of annual general meeting republished here with some editorial changes in paragraphs nine and eleven.
The shareholders of Nordic Mines AB (publ), org. no. 556679-1215 (the”Company”) are hereby summoned to the annual general meeting on Friday 30 June 2017, there is a 13.30 on Azets Insight AB’s office at Lindhagensgatan 94, Stockholm, sweden.
A. the Right to participate at the meeting
Shareholders who wish to participate at the agm must both be registered in the Euroclear Sweden AB share register of shareholders as at Friday, 23 June 2017, and partly by 26 June 2017, at any time before there is a 15, notify their participation to the Company either at the address: Nordic Mines AB (publ), c/o Azets Insight AB. Ludmilla Lundberg, Box 34212, 100 26 Stockholm, sweden, by telephone +46 70 268 81 13, or via e-mail to ludmilla.lundberg@azets.net.
The notification should include the shareholder’s name, personal or corporate identity number, address, phone number, e-mail address, any advisors, as well as information on the shareholding. Proxy forms for shareholders who wish to attend the agm by proxy will be available on the Company’s website www.nordicmines.com. Shareholders represented by proxy shall issue a power of attorney dated for this day. If the power of attorney issued by a legal entity, an attested copy of the certificate of registration or equivalent for the legal entity shall be attached. Power of attorney and certificate of registration should, in good time before the meeting be sent by post to the Company at the above address. The power of attorney must not be older than five years.
Shareholders who have their shares nominee-registered through a bank’s trust department or other trustee must, in order to be entitled to participate at the annual general meeting, temporarily register the shares in their own name with Euroclear Sweden AB, Such registration must be completed on 23 June 2017 and the trustee should therefore be notified in due time before said date.
B. Matters at the meeting
Draft agenda
1) opening of the Meeting
2) Election of the chairman of the meeting
3) Preparation and approval of the voting list
4) the Choice 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 report and the consolidated financial statements and the auditor’s report and consolidated auditor’s report
(a) adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet
(b) the disposition of the Company’s profit according to the adopted balance sheet
c) discharge from liability for board members and executive director
9) Determination of the number of board members, auditors and deputy auditors
10) Determination of remuneration to the board of directors and the auditor
11) Election of members of the board, chairman of the board and the auditor
12) the Board of directors ‘ proposal for resolution regarding guidelines for remuneration to senior executives
13) Decision on:
(a) amendment of the articles of association; and
(b) reduction of the Company’s share capital
14) Decisions to authorize the board of directors ‘ decision on a rights issue of shares with preferential rights for existing shareholders
15) Decision to increase the Company’s share capital through a bonus issue
16) the Board of directors ‘ proposal to authorise the board to undertake minor adjustments of decisions taken at the meeting in connection with the registration with the companies registration office and Euroclear Sweden AB
17) closing of the Meeting
PROPOSAL FOR A DECISION
Paragraph 8 (b) disposition of the Company’s profit according to the adopted balance sheet
The board of directors proposes that no dividend be paid for fiscal year 2016, and that the profits be appropriated so that the new account is transferred 97 529 000 sek.
Item 9 – Determination of the number of board members, auditors and deputy auditors
The single largest shareholder Lau Su Holding AB proposes to the board of directors for the period until the next annual general meeting shall consist of five regular members.
The nomination committee proposes that the Company shall have one registered accounting firm as auditor.
Item 10 – Determination of remuneration to the board of directors and the auditor
The single largest shareholder Lau Su Holding AB has proposed that the remuneration to the members of the board remains in accordance with the decision of the agm on 30 June 2016, which means that the remuneration to board members shall amount to sek 200,000 per person per year to the independent directors and dependent directors do not receive any compensation. The nomination committee proposes that fees to the auditor shall be paid according to approved invoices.
Item 11 – Election of board members, chairman of the board and the auditor
Then the current board have set their places at the disposal suggests the single largest shareholder Lau Su Holding AB Fredrik Zettergren, Denise Lagercrantz, Ludmilla Lundberg Pranay Panda and Göran Lundsten, are elected as new board members. Fredrik Zettergren is proposed to be elected chairman of the board.
Fredrik Zettergren (born 1969)
Fredrik Zettergren, born in 1969, is one of Sweden’s prominent lawyers, and has on three occasions within the field of business law was nominated for “Lawyers Lawyer”. Of Swedish rättshistorias seven most hard-won tax case, Fredrik has two victories to his credit. Fredrik has long experience of large and complex objectives in corporate governance, negotiation, tax proceedings and tax audits. Before he became a partner in the law firm Zettergren & Lagercrantz, he was of the Fylgia AB Fredrik has, in addition to holding a law degree and a officersexamen at the Artillery academy. He is a member of the Bar association. Fredrik is independent in relation to the Company and its management but dependent in relation to major shareholders of the Company.
Shareholding in the Company:
No shares
Göran Lundsten
(born 1960)
Göran Lundsten, born in 1960, operates a business lawyer and partner at hellström’s law Firm. Previously, Göran has been active as legal adviser to the Försäkrings AB Skandia, listed at the Nasdaq OMX and worked as a lawyer at Mannheimer Swartling law Firm and Arthur Andersen accounting firm. Göran has extensive experience from board work, both as a board member and secretary at several banking and insurance companies such as Skandia (listed at Nasdaq) COOP Bank, Gaming Corps AB (listed on Nasdaq First North), Fair Investments AB (asset management). George’s main area of competence is the companies ‘ and banking law with an emphasis on counseling and corporate governance, which are regulated under the Fsa, and financial advisory services for listed companies at Nasdaq OMX. Göran is a member of the Bar association since 2004, and earned a law degree in 1984 at the university of Stockholm. He is independent in relation to the Company and the Company’s management and independent in relation to major shareholders of the Company.
Shareholding in the Company:
No shares
Ludmilla Lundberg (born 1955)
Ludmilla Lundberg, born in 1955, has more than 20 years of experience of verifying and reporting financial internal auditor and the chief economist in major listed companies such as ABB, Skanska, Vattenfall, SEB, and Visma. Previously Ludmilla held the position as acting cfo of the listed company Copperstone Resources AB Ludmillas long experience comes handy with to develop the corporate governance and to operate and improve financial accounting and reporting. Ludmilla is dependent in relation to Company and Company management independent in relation to major shareholders of the Company.
Shareholding in the Company:
No shares
Pranay Panda (born in 1971)
Pranay Panda, born in 1971, is the current president of the Lau Su Holding AB, which is the largest shareholder in Nordic Mines AB, He has more than 20 years of experience, including 15 years as an investor in the equity and foreign exchange markets (risk, valuation, mergers, corporate acquisitions and post-company) and as an entrepreneur and advisor at Deloitte and Bearing Point (formerly KPMG), furthermore, Pranay in over five years working with brand management at DDB and Lowe group. Pranay holds an MBA from the Stockholm school of Economics, and a File.bachelor of arts degree in mathematics from the university at Poona in India. Today is Pranay active member of the Lau Su Holding AB and Lau Su Investment AB Pranay is independent in relation to Company and management and dependent in relation to major shareholders of the Company.
Shareholding in the Company:
123 010 854 shares indirectly through Lau Su Holding AB
Denise Lagercrantz (
(born in 1980
)
Denise Lagercrantz, born 1980, is a lawyer, a public defence counsel and a business lawyer. Denise has technical experience of exploration and knowledge on the evaluation of corporate governance, especially in cases where corporate governance is of increasing importance. Today is Denise partner at Zettergren & Lagercrantz and member of the Bar. Previously, she worked at Kerstin Koortis law firm. In 2007, Denise law degree at Stockholm university. Today is Denise independent in relation to both the Company and the Company’s management and independent in relation to major shareholders of the Company.
Shareholding in the Company:
No shares
The nomination committee proposes, for the period up to the end of the next annual general meeting, election of the authorized auditing firm KPMG AB as the Company’s auditor. Kpmg’s proposal for the auditor in charge will be notified by the Company prior to the meeting.
Item 12 – the Board of directors ‘ proposal for resolution regarding guidelines for remuneration to senior executives
The board of directors has prepared proposals for guidelines for determining remuneration and other terms of employment for senior executives. These consist of the CEO and other senior executives of the Company and its subsidiaries. The board of directors proposes that the annual general meeting adopt the following guidelines for remuneration and other terms of employment for senior executives in the Company.
The principles apply for employment contracts entered into following the board’s decision, and where amendments are made to existing conditions after this time. The board’s proposal is based on the Company’s remuneration level and remuneration structure for senior executives shall be on market terms.
Fixed salary
The fixed salary shall be individual and based on each individual’s responsibility and role as well as the individual’s competence and experience in the relevant position.
Variable salary
The variable salary for senior executives within the Company should be structured as a variable component of the total cash remuneration package and the criteria for the variable salary shall be related to the achievement of the set goals. The purpose of the variable remuneration is to promote the Company’s long-term value creation. The criteria for such variable compensation shall be reviewed annually by the board of directors to ensure that the objectives are in line with current business strategies. The proportion of total compensation consisting of the variable salary varies depending on the position and could serve a maximum of 50 percent of the fixed salary at full goal achievement and to be cash based. The plan shall also contain a minimum level of performance in relation to goals, below which no bonus is received.
Other benefits
Other benefits, such as company car, remuneration for health insurance, etc, will be of limited value in relation to other compensation and be in line with what the market is customary. In addition to this, participation in the long-term incentive plans, t.ex. consisting of warrants, or the share of the personnel fund or profit-sharing foundation, offered as a complement, as appropriate and applicable based on the decisions and guidelines of the general meeting of shareholders.
Pension
Senior executives are entitled to pension benefits on market terms and conditions, whereby pensionable salary consists of a fixed salary. Pension provisions may be made with up to 35 percent of fixed annual salary and, when it comes to the CEO, severance pay.
The period of notice and severance pay
Senior executives who are employed by the Company shall apply to a notice period of up to six months in the event of termination from the executive’s side and up to twelve months upon termination by the Company. In the event of termination can senior executives be entitled to a severance payment corresponding to twelve monthly salaries. The conditions of employment in general should be market-based.
Remuneration committee
A board of directors appointed the remuneration committee shall prepare matters relating to salary and other employment terms for the CEO and senior executives, and to present proposals to the board for decisions on such matters.
Deviation in individual cases
The board of directors shall have the right to deviate from these guidelines if in an individual case are special reasons for it. If such a deviation occurs, information about this and the reason for the deviation is reported at the next following annual general meeting. All previously decided, but not yet paid out remunerations to senior executives is consistent with the above proposed guidelines.
Item 13 – resolution on a) amendment of the articles of association and (b) reduction of the Company’s share capital
13 (a) amendment of the articles of association
In order to allow the reduction of the share capital of the Company in accordance with paragraph 13 (b) and the rights issue in accordance with item 14, the board of directors proposes that the annual general meeting decides on the following changes of Company’s articles of association:
The provision in § 4 of the limits of the Company’s share capital be amended so that the share capital shall be not less than 100 000 000 sek and a maximum of 400 000 000 sek.
The provision in § 5 of the limits of the number of shares of the Company is amended so that the number of shares shall be not less than 400 000 000 and a maximum of 1 600 000 000.
13 (b) reduction of the Company’s share capital
The board of directors proposes that the general meeting resolves to reduce the Company’s share capital with 88 476 152,4011 crowns. The reduction shall be implemented without cancellation of shares. The reduction amount shall be allocated to unrestricted equity. The reduction is done in order to reduce the par value of the shares to facilitate the issuance under item 14. After the reduction the share capital will amount to 161 230 985,46 crowns distributed at 565 722 756 shares (prior to the new issuance), each share with a par value of 0,285 crowns.
The reduction requires that the articles of association be amended in accordance with paragraph 13 (a) above.
Decision by the general meeting in accordance with paragraph 13 (a) – (b) above shall be adopted as a decision. Such a decision requires for its validity the assistance of shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.
Paragraph 14 – the Decision to approve the board’s decision on a new issue of shares with preferential rights for existing shareholders
The board of directors proposes that the general meeting resolves to approve the board’s decision of may 31, 2017 to increase the Company’s share capital by a maximum of 69 098 993,565 sek through the issue of up to 242 452 609 shares.
The right to subscribe for shares in the rights issue with preferential rights apply to the shareholders who on the record date for the rights issue are registered as shareholders in the Company. Each shareholder has the right to subscribe shares in proportion to the number of shares previously held, whereby seven (7) existing shares entitles to subscription of three (3) newly-issued shares. The subscription price per share is 0,285 crowns.
For the case that all shares are not subscribed for with preferential rights, the board shall, within the framework of completing the new maximum amount, decide on the allocation of shares which are not subscribed for with preferential rights. Such allocation shall in the first instance be made to the subscriber who had subscribed for shares with preferential rights, regardless of whether they were shareholders on the record date or not, and at the level of oversubscription, in proportion to the number of subscription rights that each investor has exercised for subscription of shares, and to the extent that this is not possible, by drawing of lots. In the other hand shall distribution be made to other who had subscribed for shares without the support of preferential rights and, at the level of oversubscription, in proportion to the subscribed amount, to the extent that this is not possible, by drawing of lots.
The record date for determining the right to subscribe for shares in the rights issue shall be July 11, 2017.
Subscription of shares with preferential rights shall be made through cash payment during the period from 13 July 2017 27 July 2017. The board of directors shall have the right to extend the time for subscription, and secondly, the time of payment.
Notification of subscription of shares without preferential rights shall be made on a separate subscription list during the period mentioned above. Payment for subscription without preferential rights shall be by cash payment no later than three (3) business days after the dispatch of a contract note confirming allotment of shares. The board of directors shall have the right to extend the subscription – and payment period. It is noted in particular that the board has the right to approve all payments are made through a set-off in accordance with the provisions of 13 chapter. Section 41 of the companies act (2005:551).
The new shares shall carry the right to dividends commencing on the record date for dividend that falls closest after the rights issue has been registered with the Swedish companies registration office and the shares entered in the Euroclear Sweden AB share database.
Lau Su Holding AB has informed the Company of its intention to obtain the repayment of existing shareholder loans of 1 200 000 USD, including interest accrued to 30 June 2017, to subscribe for shares in the rights issue. This represents 16.1 per cent of the rights issue, if fully subscribed.
The rights issue requires that the annual general meeting has taken a decision, in accordance with the board’s proposal, if the amendment of the articles of association and reduction of share capital of the Company in accordance with paragraph 13 (a) – (b) above.
Paragraph 15 – the Decision to increase the Company’s share capital through a bonus issue
In order to facilitate the registration of the general meeting’s decision to reduce the share capital in accordance with paragraph 13 (b) above, the board proposes that the annual general meeting resolves on a bonus issue, without issuing new shares, to increase the share capital by a maximum of 50 942 384,54 sek through a transfer from the Company’s unrestricted equity. The board of directors shall be competent to execute the transfer.
Item 16 – the Board of directors ‘ proposal to authorise the board to undertake minor adjustments of decisions taken at the meeting in connection with the registration with the companies registration office and Euroclear Sweden AB
The meeting is proposed to authorize the board of directors or the board to undertake minor adjustments of the decisions made at the annual general meeting in case the need would arise at the time of registration with the companies registration office or Euroclear Sweden AB
C. the Provision of documents and information, and the number of shares and votes m.m.
Decision by the general meeting in accordance with paragraph 13 above requires for its validity the assistance of shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.
The complete proposals for decisions and other documents under the Swedish companies act will be available at the Azets Insight AB’s office at Lindhagensgatan 94, Stockholm, no later than three weeks prior to the meeting and on the Company’s website www.nordicmines.com. The documents are also sent free of charge to shareholders who so request and who state their postal address. The documents will also be available at the agm.
The board of directors and the CEO shall, if any shareholder so requests and the board believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of a matter on the agenda, circumstances that may affect the Company’s or the subsidiary’s economic situation, and partly on the Company’s relation to other group companies and the consolidated financial statements.
At the time of the issuance of this notice the total number of shares and votes in the Company 565 722 756. The company holds no own shares.
____________________
Stockholm in may 2017
Nordic Mines AB (publ)
The board of directors
For further information, please contact:
Anneli Önneby
annelionneby@icloud.com
0736-806242
For more information about Nordic Mines, please visit www.nordicmines.com.
This information is such that Nordic Mines AB (publ) shall publish in accordance with the EU marknadsmissbruksförordning. The information was submitted for publication, through the above contact care for publication on 1 June 2017, there is a 16:30 CET.
Notice of the annual general meeting of Nordic Mines AB