Invitation to Extraordinary General Meeting of Nordic Mines AB (publ)
Invitation to Extraordinary General Meeting of Nordic Mines AB (publ)
PRESS RELEASE JULY 23, 2012
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, are hereby summoned to
an extraordinary general meeting to be held on Wednesday, 15 August 2012 at
10:00 a.m. (CET) at FÃ¶retagshotellet Drabanten, BangÃ¥rdsgatan 13, Uppsala.
A. Attendance etc.
Shareholders wishing to attend the general meeting must
1.Â Â be entered in the share register kept by Euroclear Sweden AB on Thursday 9
August 2012, and
2.Â Â no later than 3.00 p.m. (CET) on Thursday 9 August 2012 have notified the
company by mail to Nordic Mines AB, TrÃ¤dgÃ¥rdsgatan 11, SE-753 09 Uppsala,
Sweden, or by phone +46 (0)18 84 34 500, or by email to firstname.lastname@example.org.
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 Thursday 9
August 2012, the shareholder should request such re-registration with the
nominee well in advance.
C. Proxies etc.
Shareholders wishing to attend via a proxy shall issue a power of attorney for
the representative in written form signed and dated by the shareholder. 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 postal
address in due time before the general meeting. The company provides a form of
power of attorney on request which can also be downloaded from the company's
Opening of the general meeting
2.Â Â Election of the chairman of the general meeting
3.Â Â Preparation and approval of voting list
4.Â Â Election of one or two persons to verify the minutes
5.Â Â Determination of whether the general meeting has been duly convened
6.Â Â Approval of the agenda
7.Â Â Resolution to approve the board of directors' resolution on a directed new
issue of shares
8.Â Â Election of new member of the board of directors
9.Â Â Closing of the general meeting
Resolution to approve the board of directors' resolution on a directed new issue
of shares (itemÂ 7)
On 13 June 2012, Nordic Mines AB (publ) and Eldorado Gold Cooperatief U.A.
entered into an investment agreement. As a part of this investment agreement,
the board of directors on 13 June 2012 resolved upon a directed new issue of
shares to Eldorado Gold Cooperatief U.A. subject to the approval of the general
meeting. The board of directors proposes that the general meeting resolves to
approve the resolution of the board of directors of 13 June 2012 on a directed
new issue of shares to Eldorado Gold Cooperatief U.A. on mainly the following
terms and conditions:
Â·Â Â Â The share capital of the company shall be increased by no more than
SEKÂ 6,750,000 through a new issue of no more than 6,750,000 shares.
Â·Â Â Â Subscription for new shares 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 up until and including 31 July 2012. The chairman of the board of
directors, or the person appointed by the chairman of the board of directors, is
authorised to extend the subscription and payment period.
Â·Â Â Â The right to subscribe for the new shares shall, with derogation from the
shareholders' preferential rights, accrue to Eldorado Gold Cooperatief U.A. The
number of shares to be allotted to Eldorado Gold Cooperatief U.A. shall be
reduced by the number of shares Eldorado Gold Cooperatief U.A. has been allotted
without subscription rights in the rights issue resolved upon by the board of
directors on 22 May 2012 and approved by an extraordinary general meeting on 15
Â·Â Â Â The new shares shall be issued at a price of SEK 6.00 per share.
Â·Â Â Â The reason for the derogation from the preferential rights of the
shareholders is to obtain a strong industrial owner and strategic partner with
vast experience of mining operations. It is the assessment of the board of
directors that a strong industrial owner will contribute to the opportunities of
the company to operate as a successful company in the mining sector and that
this will create additional value for all shareholders.
The directed new issue of shares is expected to raise not more than
approximately SEK 40.5 million to the company before transaction costs. For
further details and information on the background and reasons for, inter alia,
the directed new issue of shares, the investment agreement etc., please see the
company's press release of 14 June 2012.
Approval of the board of directors' proposal under this item 7 requires support
by shareholders holding at least two-thirds of both the votes cast and the
shares represented at the meeting in order to be valid.
Election of new member of the board of directors (item 8)
For the period until the close of the next annual general meeting, Paul N.
Wright is proposed as new member of the board of directors. Paul N. Wright is
58 years old and is chief executive officer and member of the board of directors
of Eldorado Gold Corporation since 1999. He has 35 years of experience in the
development and operation of open pit and underground gold mines; and is a
member of the Canadian Institute of Mining, Metallurgy and Petroleum, the
Institute of Materials, Minerals and Mining of London and is a Chartered
Engineer (UK). He also holds a Bachelor of Science in Mining Engineering from
the University of Newcastle Upon Tyne.
Paul N. Wright is independent in relation to the company and its management, but
not in relation to the company's major shareholders (provided that Eldorado Gold
Cooperatief U.A. will be holder of at least ten (10) per cent of the shares in
the company through subscription in the directed new issue of shares).
F. Questions to the Board of Directors and the Chief Executive Officer
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 chief executive officer at the general meeting provided such information
can be disclosed without causing material harm to the company.
G. Number of Shares and Votes
All shares in the company are of the same class. The total number of shares in
the company on the day of this notice to convene the general meeting is
78,631,294. The total number of votes in the company on the same day is
78,631,294. The company does not hold any treasury shares.
The board of directors' complete resolution pursuant to itemÂ 7 as well as
documentation pursuant to Chapter 13, Section 6 of the Swedish Companies Act are
available on the company's website, www.nordicmines.se, at the company's offices
on TrÃ¤dgÃ¥rdsgatan 11, SE-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 July 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 6:30 p.m. (CET) on 23
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Source: Nordic Mines AB via Thomson Reuters ONE