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Södra Allégatan 13, Göteborg, Sweden.
Participation
Shareholders that wish to participate in the procedures at the AGM must:
kept by Euroclear Sweden AB (temporary registration for shareholders registered
at the Norwegian CSD, Euronext Securities Oslo (formerly VPS) is made by DNB
Bank ASA after notification by the shareholder according to the below); and
intention to participate at the AGM. Notice shall be given in writing by e-mail
atinfo@akobominerals.com or by mail addressed to Akobo Minerals AB (publ), Södra
Allégatan 13, 413 01 Göteborg, Sweden.
In providing such notice the shareholder should state its name, address,
personal registration number or company registration number, telephone number,
shareholdings and if applicable, the number of accompanying assistants (a
maximum of two). The notice must also, where applicable, for example regarding
legal entities, be accompanied by complete authorization documents such as a
registration certificate or equivalent.
Warrants
The Board of Directors proposes that the AGM resolves on the adoption of a long
-term incentive program for certain key executives and the Company’s current
chairman of the Board of Directors through a directed issue of warrants.
Representatives etc.
Shareholders who are represented by proxy must submit to the Company a written,
signed and dated power of attorney for the representative. The period of
validity of the power of attorney may not exceed five years provided it has been
specifically stated. If no period of validity is stated, the power of attorney
is valid for a maximum of one year. If the power of attorney is issued by a
legal entity, a certified copy of the registration certificate or equivalent
must be submitted to the Company by mail together with the original copy of the
power of attorney in good time before the AGM at the address mentioned above.
The registration certificate may not be issued earlier than one year before the
date of the AGM. Power of attorney forms are available at the Company’s website
www.akobominerals.com.
Nominee-registeredshares
In order to be entitled to participate in the meeting, a shareholder who has his
shares registered with a nominee must, in addition to giving notice of its
intention to participate in the AGM, have the shares registered in his own name
so that the shareholder is included in the share register on the record date on
June 13, 2022. Such re-registration may be temporary (so-called voting rights
registration) and is requested from the nominee according to the nominee’s
routines at such time in advance as the nominee decides. Registration of voting
rights made by the nominee no later than June 15, 2022, will be taken into
account in the presentation of the general meeting share register.
Especially for shareholders registered with Euronext Securities Oslo
Shareholders registered with Euronext Securities Oslo (formerly VPS) who are not
registered with Euroclear Sweden AB, Sweden, and wish to be entitled to vote at
the AGM must notify DNB Bank ASA by no later than June 6, 2022, at 18.00 noon
local time. The notice shall be sent to DNB Bank ASA, Verdipapirservice, PB 1600
Sentrum, N-0021 Oslo, Norway or by e-mail at vote@dnb.no. The notification must
state the name, personal registration number or company registration number and
number of shares. DNB Bank ASA will temporarily register the shares with
Euroclear Sweden AB in the name of the shareholder. In addition, shareholders
registered with Euronext Securities Oslo must give notice to the Company of
their intention to participate according to the above in order to obtain voting
rights at the AGM. Shareholders registered with Euronext Securities Oslo who
have only given notice to the Company of their intention to participate may
participate at the AGM without voting rights.
Proposed agenda
- Election of chairman of the meeting
- Drawing up and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Presentation of annual report and auditor’s report as well as consolidated
accounts and consolidated auditor’s report.
- Resolution regarding:
a) adoption of the income statement and balance sheet as well as the
consolidated income statement and consolidated balance sheet.
b) allocation of the company’s profits or losses as set forth in the
adopted balance sheet
c) discharge from liability for members of the board of directors and the
managing director
- Determination of fees to the board of directors and the auditor
- Election of members of the board of directors and the auditor
- Resolution on adaption of an incentive program for certain key executives
- Resolution on adaption of an incentive program for the chairman of the board
- Resolution regarding authorization for the board of directors to resolve
upon the new issue of shares, warrants and/or convertibles with deviation from
the pre-emption rights of shareholders
- Resolution regarding authorization for the board of directors to resolve
upon the new issue of shares, warrants and/or convertibles without deviation
from the pre-emption rights of shareholders
- Closing of the meeting
Item 8
Pir Invest Holding AS (the “Shareholder”), who represent approximately 12,8
percent of the shares and votes in the Company, propose that the Annual General
Meeting (“AGM”) resolves that, for the period until the next Annual General
Meeting, the Chairman of the Board shall be remunerated with SEK 300,000 and
other ordinary Board members shall be remunerated with SEK 175,000 each. It is
proposed that the auditor be remunerated against an approved bill.
Item 9
The Shareholder intend to present the complete proposal in accordance with this
item, regarding the election of the Board of Directors as well as the election
of auditor, no later than in connection with the AGM.
Item 10
The Shareholder proposes that the AGM resolves on the adoption of a long-term
incentive program for certain key executives through a directed issue of
warrants. The Shareholder proposes that the AGM resolves on the issue of a
maximum of 1,300,000 warrants, free of charge (2022/2026:A), entailing an
increase of the share capital upon full exercise with a maximum of approximately
SEK 48,308 (calculated on a quota value of SEK 0.037160 / share). Furthermore,
the following main conditions shall apply to the resolution.
- The right to subscribe for the warrants shall, with deviation from the
shareholders’ pre- emptive rights, only vest in certain key employees in the
Company according to the below:
-
Jörgen Evjen (CEO): a maximum of 400,000 warrants
-
Johan Sjöberg (Chief Exploration Manager) a maximum of 200,000
warrants
-
Matt Jackson (Chief Operations Officer) a maximum of 200,000 warrants
-
Tesfaye Medhane (CEO of the subsidiary Etno Mining Ltd) a maximum of
200,000 warrants
-
Cathryn MacCallum, (Head of ESG) a maximum 200,000 warrants
-
Blesilda Bredesen (Group Controller) a maximum 100,000 warrants
The reason for the deviation is to create conditions for retaining competent
people in the Group and to increase the motivation of such people. In light of
the terms of the program and other circumstances, the Shareholder considers that
the proposal is beneficial to the Company and its shareholders.
- One (1) warrant entitles the holder to subscribe for one (1) new share in
the Company at a subscription price corresponding to 100 percent of the volume-
weighted average price for the Company’s share according to Euronext Growth
Oslo’s official stock price list during ten (10) trading days immediately before
the Company’s AGM held 2022-06- 21 (to be rounded to two decimal places and
converted to SEK based on the latest SEK
/ NOK exchange rate one trading day before the Company’s AGM 2022-06-21), but
not lower than the share’s quota value (SEK 0.037160 / share). The entire
premium shall be transferred to the free premium fund.
- Subscription of the warrants shall be made on a separate subscription list
within one (1) month from the date of the resolution. The board of directors has
the right to extend the subscription period.
- Subscription of shares with the support of warrants may take place during
the period from the day the warrants have been registered with the Swedish
Companies Registration Office up to and including 2026-06-21, provided that the
holder of warrants, at the time when he/she subscribes for shares with support
of warrants, does not have access to inside information as defined in the Market
Abuse Regulation and provided that subscription of shares does not take place
during a “Closed Period” as defined in the Company’s Insider Trading Policy and
the Market Abuse Regulation.
The AGM’s resolution is valid only if it has been supported by shareholders
representing not less than nine tenths of the votes cast as well as the shares
represented at the shareholders’ meeting.
Item 11
Kanoka Invest AS (“Kanoka”), representing approximately 2,4 per cent of the
shares in the Company, proposes that the AGM resolves on the adoption of a long-
term incentive program to the Company’s current chairman of the board of
directors through a directed issue of warrants. Kanoko proposes that the AGM
resolves on the issue of a maximum of 400,000 warrants, free of charge
(2022/2026:B), entailing an increase of the share capital upon full exercise
with a maximum of approximately SEK 14,864 (calculated on a quota value of SEK
0.037160 / share). Furthermore, the following main conditions shall apply to the
resolution.
- The right to subscribe for the warrants shall, with deviation from the
shareholders’ pre- emptive rights accrue the Company’s current chairman of the
board of directors Hans Olav Torsen with a maximum of 400,000 warrants. The
reason for the deviation is to create conditions for retaining competent person
in the Group and to increase the motivation of such person. In light of the
terms of the program and other circumstances, Kanoka considers that the proposal
is beneficial to the Company and its shareholders.
- One (1) warrant entitles the holder to subscribe for one (1) new share in
the Company at a subscription price corresponding to 100 percent of the volume-
weighted average price for the Company’s share according to Euronext Growth
Oslo’s official stock price list during ten (10) trading days immediately before
the Company’s AGM held 2022-06-21 (to be rounded to two decimal places and
converted to SEK based on the latest SEK / NOK exchange rate one trading day
before the Company’s AGM 2022-06-21), but not lower than the share’s quota value
(SEK 0.037160 / share). The entire premium shall be transferred to the free
premium fund.
- Subscription of the warrants shall be made on a separate subscription list
within one (1) month from the date of the resolution. The board of directors has
the right to extend the subscription period.
- Subscription of shares with the support of warrants may take place during
the period from the day the warrants have been registered with the Swedish
Companies Registration Office up to and including 2026-06-21, provided that the
holder of warrants, at the time when he/she subscribes for shares with support
of warrants, does not have access to inside information as defined in the Market
Abuse Regulation and provided that subscription of shares does not take place
during a “Closed Period” as defined in the Company’s Insider Trading Policy and
the Market Abuse Regulation.
The AGM’s resolution is valid only if it has been supported by shareholders
representing not less than nine tenths of the votes cast as well as the shares
represented at the shareholders’ meeting.
Item 12
The Board of Directors proposes that the AGM resolves to authorize the Board of
Directors to, with deviation from the shareholders’ preferential rights, until
the time of the next AGM, on one or more occasions, resolves to issue new
shares, warrants and / or convertibles. Payment can be made against cash payment
and / or through payment in kind and / or through set-off. Issue in accordance
with the authorization shall take place on market terms, subject to any market
issue discount, which the Company’s Board of Directors deems to prevail on each
individual occasion.
The Board’s decision on the issue of shares, warrants and / or convertibles may
result in a total increase in the number of shares in the Company by a maximum
of 10,628,152 shares (in the event of full subscription with the support of such
warrants and / or full conversion of such convertibles and before any
recalculation according to the terms of the warrants and / or the convertibles).
Upon full utilization of the authorization, the dilution amounts to
approximately 10 percent calculated on the current number of shares in the
Company.
The AGM’s resolution is valid only if it has been supported by shareholders
holding not less than two-thirds of both the votes cast and the shares
represented at the meeting.
Item 13
The Board of Directors proposes that the AGM resolves to authorize the Board of
Directors to, without deviation from the shareholders’ preferential rights,
until the time of the next AGM, on one or more occasions, resolves to issue new
shares, warrants and / or convertibles. Payment can be made against cash payment
and / or through payment in kind and / or through set-off. Issue in accordance
with the authorization shall take place on market terms, subject to any market
issue discount, which the Company’s Board of Directors deems to prevail on each
individual occasion. The Company’s share capital and the number of shares may,
with the support of the authorization, be increased by a total of an amount or
number that falls within the limits of the current Articles of Association.
Number of shares and votes in the Company
At the time of the issuance of this notice, the total number of registered
shares and votes in the Company amounts to 42,512,606. The Company does not hold
any own shares.
Miscellaneous
The annual report and auditor’s report will be kept available at the Company’s
office and website no later than three (3) weeks before the general meeting. The
complete proposals under item 8-13 will be available at the Company’s office and
website at the latest two (2) weeks prior the general meeting. Copies of the
documents will be sent, free of charge, on request to such shareholders who
provide their address from the date they come available. Shareholders of the
Company are, where the board of directors believes that it that it may take
place without significant harm to the Company, at the general meeting entitled
to receive information in respect of any circumstances which may affect the
assessment of a matter on the agenda (i.e. the right to request information
pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act).
Personal information
For information on how your personal information is treated see the privacy
policy available on Euroclear’s website,
https://www.euroclear.com/dam/ESw/Legal/Privacy_notice_BOSS_20181023.pdf.
Gothenburg, May 2022 Akobo Minerals AB (publ) The Board of Directors
Kilde
