Notice to Extraordinary General Meeting in Akobo Minerals AB (publ)
N.B. The English text is an unofficial translation.
The shareholders of Akobo Minerals AB (publ), company registration no 559148-1253 (the “Company”), are hereby invited to participate in the Extraordinary General Meeting (“EGM”) to be held on 2 February, 2024 at 15.00 at Södra Allégatan 13, 413 01 Gothenburg, Sweden.
Shareholders that wish to participate in the procedures at the EGM must:
- on 25 January, 2024, be recorded as shareholders in the share register 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
- by no later than 29 January, 2024 give notice to the Company of their intention to participate at the EGM. Notice shall be given in writing by e-mail at firstname.lastname@example.org or by mail addressed to Akobo Minerals AB (publ), Södra Allégatan 13, 413 01 Gothenburg, 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.
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 EGM at the address mentioned above. The registration certificate may not be issued earlier than one year before the date of the EGM. Power of attorney forms are available at the Company’s website www.akobominerals.com.
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 EGM, have the shares registered in his own name so that the shareholder is included in the share register on the record date on 25 January, 2024. 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 29 January, 2024, 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 EGM must notify DNB Bank ASA by no later than 18 January, 2024, at 12.00 noon CET. The notice shall be sent to DNB Bank ASA, Verdipapirservice, PB 1600 Sentrum, N-0021 Oslo, Norway or by e-mail at email@example.com. 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 EGM. Shareholders registered with Euronext Securities Oslo who have only given notice to the Company of their intention to participate may participate at the EGM without voting rights.
- 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
- Resolution regarding authorization for the Board of Directors to resolve upon the new issue of shares with deviation from the pre-emption rights of shareholders
- Closing of the meeting
Item 6 - Resolution regarding authorization for the Board of Directors to resolve upon the new issue of shares with deviation from the pre-emption rights of shareholders
The Board of Directors proposes that the EGM resolves to authorize the Board of Directors to, with deviation from the shareholders' preferential rights, until the time of the next Annual General Meeting, on one or more occasions, resolves to issue new shares. 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 in total by an amount or number that fits within the framework of the articles of association in force at any given time.
The purpose of the authorization is to provide flexibility to the Board of Directors in its work to ensure that the Company, in an appropriate manner, can raise capital.
The Board of Directors, the managing director, or anyone appointed by the Board of Directors or the managing director, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.
The EGM’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.
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 53 150 223. The Company does not hold any own shares.
Shareholders of the Company are, where the Board of Directors believes 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).
Gothenburg, January 2024
Akobo Minerals AB (publ)
The Board of Directors