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Notice of Extraordinary General Meeting of Nordic Mines AB (publ)


March 26, 2014 - London

The shareholders of Nordic Mines AB (publ), 556679-1215 (the "Company"), are hereby convened to an Extraordinary General Meeting to be held on Monday 28 April 2014 at 11.00 a.m. (CEST) at Drabanten, Bangårdsgatan 13 in Uppsala, Sweden.

  1. Attendance etc. 

Shareholders who wish to participate at the General Meeting must:

  1. be entered in the share register kept by Euroclear Sweden AB no later than on Tuesday 22 April 2014; and 

 

  1. no later than 3.00 p.m. on Tuesday 22 April 2014 have notified the Company by mail to: Nordic Mines AB (publ), Trädgårdsgatan 11, SE-753 09 Uppsala, or by phone: +46 (0)18-84 34 500, or by e-mail 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.

  1. Nominee-registered shares 

Shareholders whose shares are nominee-registered must, in order to be eligible to participate at the General Meeting, also temporarily register the shares in their own name in the share register kept by Euroclear Sweden AB. To ensure that this re-registration is carried out no later than on Tuesday 22 April 2014, such shareholder should request re-registration with the nominee well in advance of this date.

  1. Proxies etc. 

Shareholders who wish to attend via a representative shall issue a written, signed by the shareholder and 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.

  1. Proposed agenda 

  1. Opening of the General Meeting 

  2. Election of chairman for 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: 

    1. amendment of the Articles of Association; 

    2. reduction of the share capital without retirement of shares; 

    3. amendment of the Articles of Association; 

    4. approval of the resolution by the Board of Directors on a directed new share issue; 

    5. approval of the resolution by the Board of Directors on a directed new share issue;  

    6. approval of the resolution by the Board of Directors on a new share issue with preferential rights for the existing shareholders;  

    7. a bonus issue without the issuance of new shares 

  8. Resolution on authorisation of the Board of Directors to resolve on new share issues and issues of convertible instrument and warrants with or without preferential rights for the existing shareholders 

  9. Closing of the General Meeting  

  1. Proposed resolutions 

Item 2) Election of chairman for the General Meeting

Torbjörn Koivisto is proposed as chairman of the General Meeting.

Item 7) New funding and relating matters

Information regarding the proposal by the Board of Directors in accordance with this item 7

The Company has through a press release dated Wednesday 26 March 2014 announced that the Board of Directors on Tuesday 25 March 2014 resolved on new share issues, subject to the General Meeting's subsequent approval, with authorisation for the Board of Directors to resolve on the final terms and conditions for such new share issues.

The Board of Directors' proposal in accordance with the below, provides the Board of Directors with the required flexibility to attain new funding in connection with the ongoing company reorganization in a manner beneficial to the Company's shareholders. The Board of Directors intends to prior to the General Meeting, on or around Friday 25 April 2014, establish and announce the final terms and conditions for the new share issues and the final proposal for certain of the required amendments to the Articles of Association.  

The Board of Directors reserves the right to withdraw one or more of the resolved and/or proposed measures in accordance with this item 7, if any of these measures would be shown not to be required for attaining new funding and for the company reorganization. Any withdrawal is intended to be announced prior to the General Meeting, on or around Friday 25 April 2014.

Item 7 a) Resolution on amendment of the Articles of Association

In order to enable the reduction of the Company's share capital proposed by the Board of Directors in accordance with item 7 b) below, the Board of Directors proposes the General Meeting to resolve to amend the limits for the share capital in article 4 of the Articles of Association so that the share capital may not be less than SEK 1,900,000 and not more than SEK 7,600,000.

 

Item 7 b) Resolution on reduction of the share capital without retirement of shares

In order to facilitate the new share issues resolved by the Board of Directors in accordance with items 7 d)-7 f) below, the Board of Directors proposes the General Meeting to resolve on a reduction of the share capital amounting to SEK 337,804,782.48, without retirement of shares, for transfer to a fund to be used pursuant to a resolution adopted by the General Meeting.

Following the reduction, the Company's share capital will amount to SEK 3,412,169.52 divided into 341,216,952 shares (prior to the new share issues in accordance with items 7 d)-7 f) below), each share with a quota value of SEK 0.01.  

Item 7 c) Resolution on amendment to the Articles of Association

In order to enable the new share issues resolved by the Board of Directors in accordance with items 7 d)-7 f) below, the Board of Directors proposes the General Meeting to resolve to amend the limits for the share capital and the number of shares in articles 4 and 5 of the Articles of Association, respectively, to a necessary extent.

The Board of Directors intends to prior to the General Meeting, on or around Friday 25 April 2014, announce its proposal for such limits. The new limits proposed by the Board of Directors with respect to (i) the share capital may not be less than SEK 190,000,000 and not be more than SEK 1,000,000,000, and (ii) the number of shares may not be less than 190,000,000 shares and not more than 20,000,000,000 shares, whereupon the minimum capital may not be less than one-fourth of the maximum capital and the lowest number of shares may not be less than one-fourth of the highest number of shares.

Item 7 d) Resolution on approval of the resolution by the Board of Directors on a directed new share issue

The Board of Directors proposes the General Meeting to resolve upon approving the resolution of the Board of Directors of Tuesday 25 March 2014 on a new issue of shares directed to one or several investors deemed to be long-term investors, on mainly the following terms and conditions.

The subscription and payment for the new shares shall be made at the latest by Monday 5 May 2014, or at such later date that the Board of Directors resolves. The new shares shall carry right to dividends for the first time on the first record date for dividends occurring after the registration of the shares with the Swedish Companies Registration Office (Sw: Bolagsverket). Any share premium will be allocated to the premium reserve.

The Board of Directors (or a person appointed by the Board of Directors from among its members) shall be authorized to, on or around Friday 25 April 2014, establish the amount by which the Company's share capital shall be increase, the number of shares which shall be issued and the amount to be paid for each new share.

The reason for deviation from the shareholders' preferential right is that the Board of Directors, after discussions with existing and new potential investors, has assessed that attaining new funding and the company reorganization will be essentially facilitated if part of the new funding is made by way of a directed new shares issue. In view of this, a directed new share issue is considered to benefit the Company and its shareholders.

Item 7 e) Resolution on approval of the resolution by the Board of Directors on a directed new share issue

The Board of Directors proposes the General Meeting to resolve upon approving the resolution of the Board of Directors of Tuesday 25 March 2014 on a new issue of shares directed to one or several of the Company's creditors, on mainly the following terms and conditions.

The subscription and payment for the new shares shall be made at the latest by Monday 5 May 2014, or at such later date that the Board of Directors resolves. It is noted that the Board of Directors intends to allow payment by way of set-off in accordance with the Swedish Companies Act. The new shares shall carry right to dividends for the first time on the first record date for dividends occurring after the registration of the shares with the Swedish Companies Registration Office. Any share premium will be allocated to the premium reserve.

The Board of Directors (or a person appointed by the Board of Directors from among its members) shall be authorized to, on or around Friday 25 April 2014, establish the amount by which the Company's share capital shall be increase, the number of shares which shall be issued and the amount to be paid for each new share.

The reason for deviation from the shareholders' preferential right is that the Board of Directors, after discussions with existing and new potential investors, has assessed that attaining new funding and the company reorganization will be essentially facilitated if part of the new funding is made by way of a directed new shares issue. In view of this, a directed new share issue is considered to benefit the Company and its shareholders.  

Item 7 f) Resolution on approval of the resolution by the Board of Directors for the new share issue with preferential rights for the existing shareholders

The Board of Directors proposes the General Meeting to resolve upon approving the resolution of the Board of Directors of Tuesday 25 March 2014 on a new issue of shares with preferential rights for the existing shareholders, on mainly the following terms and conditions.

All shareholders in the Company shall have preferential right to subscribe for new shares in relation to the number of shares held by them. The record date for determining which shareholders that shall be entitled to subscribe for shares with preferential rights (i.e., to receive subscription rights) shall be Monday 5 May 2014. Subscription for new shares by virtue of subscription rights shall be made by way of cash payment during the period from and including Thursday 8 May 2014 up until and including Thursday 22 May 2014, or at such later date that the Board of Directors resolves. Application for subscription of shares without virtue of subscription rights shall be made within the same period of time. Subscription of new shares pursuant to a so called underwriting or commitment to subscribe, if any, shall however be made no later than on the fourth banking day after the end of the subscription period. Subscription shall in such cases be made on a special subscription list. Payment for shares not being subscribed for by virtue of subscription rights shall be made in cash according to instructions on the contract note, however no later than on the third banking day after the issue of the contract note. The new shares shall carry right to dividends for the first time on the first record date for dividends occurring after the registration of the shares with the Swedish Companies Registration Office. Any share premium will be allocated to the premium reserve.

The Board of Directors (or a person appointed by the Board of Directors from among its members) shall be authorized to, on or around Friday 25 April 2014 (however not later), establish the amount by which the Company's share capital shall be increase, the number of shares which shall be issued and the amount to be paid for each new share.

The new share issue with preferential rights for the existing shareholders is conditional upon that a sufficiently high acceptance level, in the Board of Directors' reasonable opinion, may be achieved in order to carry through the proposed new funding and the company reorganization of which the proposed new share issue is a part. The new share issue in accordance with this item 7 f) may therefore be withdrawn wholly or partly up until and including the day before the record date.

Item 7 g) Resolution on a bonus issue without the issuance of new shares

In order to avoid the requirement for authorisation from the Swedish Companies Registration Office or the court to execute the proposal by the Board of Directors for a reduction of the Company's share capital, the Board of Directors propose the General Meeting to resolve to increase the Company's share capital by way of transferring SEK 337,804,782.48 from the Company's unrestricted equity pursuant to the most recently adopted balance sheet. The bonus issue shall be carried out without the issuance of new shares.

Item 8) Resolution on authorisation of the Board of Directors to resolve on new share issues and issues of convertible instrument and warrants with or without preferential rights for the existing shareholders

The Board of Directors propose the General Meeting to authorise the Board of Directors to, on one or several occasions, for the period up until the end of the next Annual General Meeting, and with or without deviation from the existing shareholders' preferential rights, resolve on issues of shares, warrants and/or convertible instrument in accordance with the following.

Issuance may be made up to the maximum number of shares, warrants and/or convertible instrument that is allowed by the Articles of Associations, as amended from time to time. Issuance may be made with or without provisions on contribution in kind, set-off or other specific terms and conditions. The reason for the authorisation of the Board of Directors to resolve on new issues of shares, warrants and/or convertible instrument, with or without deviation from the existing shareholders' preferential rights, and/or with provisions on contribution in kind or set-off or otherwise in accordance with the conditions set forth above, is to provide the Company with such flexibility needed in order to carry through the initiated company reorganization and for attaining new funding.

  1. Other, majority requirements 

The Board of Directors propose that the General Meeting's resolution with respect to items 7 a)-7 g) (subject to that one or several matters may be withdrawn) be adopted as a whole through one resolution. Such resolution requires the support of shareholders representing not less than two thirds of the votes cast as well as shares represented at the General Meeting. Also the resolution in accordance with item 8 above requires the support of shareholders representing not less than two thirds of the votes cast as well as shares represented at the General Meeting.

  1. 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 the information can be disclosed without causing material harm to the Company.

  1. Number of shares and votes 

The total number of shares and votes in the Company as per the day of this notice to convene the General Meeting is 341,216,952. The Company does not hold any treasury shares.

  1. Documents 

The Board of Directors' complete proposals and resolutions in accordance with items 7 a)-7 g) and 8 above, as well as the documentation pursuant to Chapter 12, Section 7, Chapter 13, Section 6 and Chapter 20, Section 14 of the Swedish Companies Act, will be made 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, SE-753 09 Uppsala and will be sent free of charge to shareholders requesting such information and who provide their postal address. The documents will also be available at the General Meeting.

* * *

Uppsala in March 2014

Nordic Mines AB (publ)

The Board of Directors

 

The information above has been made public in accordance with the Securities Market Act and/or Financial Instruments Trading Act. The information was published at 08:00 (CET) on March 26, 2014.

Notice of Extraordinary General Meeting of Nordic Mines



This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Nordic Mines AB via Globenewswire

HUG#1771736

GlobeNewswire

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