Participation
Shareholders that wish to participate in the procedures at the AGM must:
– on June 13, 2022, 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 June 15, 2022 give notice to the Company of their intention to participate at the AGM. Notice shall be given in writing by e-mail at info@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-registered shares
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
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
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.
– 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.
/ 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.
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 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
Notice AGM Akobo eng