Notice to attend the Annual General Meeting in Auriant Mining AB
Notice to attend the Annual General Meeting in Auriant Mining AB (publ)
The shareholders in Auriant Mining AB (publ), reg. no 556659-4833, are hereby given notice to attend the Annual General Meeting to be held on May 14, 2024 at 14:00 (CEST) at Mangold, Nybrogatan 55, 114 40 Stockholm. The entrance to the meeting and registration will open at 13:30 (CEST).
Right to participate and notice of participation
A shareholder who wishes to participate at the Annual General Meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB on May 3, 2024,
- notify the company of their intention to participate in the meeting by post at address Auriant Mining AB (publ), Bryngelshusgatan 127, 302 47 Halmstad, Sweden, by telephone +46(0)8-624 26 80 or by email to agm@auriant.se no later than May 7, 2024. The notification shall set forth name or company name, personal identity number or corporate identity number, address, telephone number, the number of shares held, and, if applicable, information about assistants (no more than two).
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, May 3, 2024 voting right registrations completed by the nominee no later than May 7, 2024 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of May 7, 2024.
Proxy etc.
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent to Auriant Mining AB (publ), Bryngelshusgatan 127, 302 47 Halmstad, Sweden. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the company's website, www.auriant.se.
PROPOSED AGENDA
- Opening of the Annual General Meeting
- Election of the chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to attest the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Presentation of the annual report and audit report and the consolidated accounts and group audit report and in connection with this, report by the auditor regarding the audit work
- Resolution on:
- adoption of profit and loss account and balance sheet and consolidated profit and loss account and consolidated balance sheet;
- allocation regarding the company’s profit/loss in accordance with the adopted balance sheet; and
- discharge of liability for the board members and the CEO
- Resolution on the number of board members, deputies and auditors
- Resolution on remuneration to the board of directors and the auditor
- Election of board members and chairman of the board
- Election of auditor
- Resolution on the principles of appointment of nomination committee and instruction for the nomination committee
- Resolution regarding authorisation for the board of directors to resolve on issue of shares, warrants and/or convertibles
- Closing of the Annual General Meeting.
PROPOSALS BY THE NOMINATION COMMITTEE
The nomination committee consisting of Per Åhlgren, chair of the committee (appointed by GoMobile Nu AB), Risto Silander (appointed by Bertil Holdings Ltd), and the chairman of the board of directors of Auriant Mining AB (publ) Lord Daresbury (Peter) (the "Nomination Committee"), have submitted the following proposals:
2. Election of the chairman of the meeting
The Nomination Committee proposes that Per Åhlgren, or in case of his impediment, the person instead appointed by the Nomination Committee, be appointed chairman of the Annual General Meeting.
9. Resolution on the number of board members, deputies and auditors
The nomination committee proposes that the board shall consist of four (4) members without any deputy board member. Furthermore, the nomination committee purposes that the company shall have one auditor, without a deputy auditor.
10. Resolution on remuneration to the board of directors and the auditor
The Nomination Committee proposes that the remuneration to the chairman of the board shall be SEK 440,000 and SEK 275,000 to each of the other board members. If any committee is established by the board, it is proposed that remuneration to each member of the committee shall be paid in the amount of SEK 27,500 per annum for participation in it. The proposed remunerations represent a 10 percent increase compared to 2023. The maximum amount of remuneration payable to the board, including remuneration for work in committees, is SEK 1,512,500.
The Nomination Committee proposes that the auditor’s fees be approved in line with agreement between the company and the auditor.
11. Election of board members, deputies and chairman of the board
The Nomination Committee proposes re-election of Peter Daresbury, Thor Åhlgren, Preston Haskell and Jukka Pitkäjärvi as members of the board. The Nomination Committee proposes that Peter Daresbury be re-elected as the chairman of the board.
12. Election of auditor
The Nomination Committee proposes re-election of the authorised public accountant Johan Kaijser as the company's auditor for the period until the end of the next Annual General Meeting.
13. Resolution on the principles of appointment of the nomination committee and instruction for the nomination committee
The Nomination Committee proposes that the principles of appointment of the nomination committee and the instruction for the nomination committee, approved by the Annual General Meeting on May 16, 2023, shall remain unchanged. The principles of appointment of the nomination committee and the instruction for the nomination committee shall apply for the time being until a resolution to change them is made by the general meeting.
PROPOSALS BY THE BOARD OF DIRECTORS
8 b) Resolution on allocation regarding the company’s profit/loss in accordance with the adopted balance sheet
The board of directors and the managing director propose that the year's result shall be carried forward.
14. Resolution regarding authorisation for the board of directors to resolve on issue of shares, warrants and/or convertibles
The board of directors proposes that the Annual General Meeting authorises the board to resolve – at one or several occasions and for the time period until the next annual general meeting – to increase the company’s share capital by new issues of shares, warrants and/or convertibles. The number of shares that may be issued and the number of shares that shall be possible to convert/subscribe for may amount to a number of shares resulting in a dilution of not more than 20 percent of the number of shares outstanding at the time of this notice of the Annual General Meeting, after full exercise of the hereby proposed authorisation.
New issues of shares, warrants and/or convertibles may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. Pursuant to Chapter 16 of the Swedish Companies Act, the board of directors may not by virtue of this authorisation resolve on issues to board members in group companies, employees, etc. The purpose of the authorisation is to increase the financial flexibility of the company and the acting scope of the board. Should the board of directors resolve on an issue with deviation from the shareholder’s preferential rights, the reason shall be to enable the company to finance the operations in a fast and efficient way, acquire companies, businesses or parts thereof, or to broaden the ownership of the company. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions.
The board of directors or the CEO shall have the right to make such minor adjustments in this resolution that may be necessary in connection with the registration of the authorisation with the Swedish Companies Registration Office or due to other formal requirements.
Majority requirements
Resolution in accordance with item 14 above requires approval of at least two thirds (2/3) of the shares represented and votes cast at the general meeting.
Documentation etc.
The annual report, the auditor's report and other supporting documentation for resolutions will be available at Bryngelshusgatan 127, 302 47 Halmstad, Sweden, and the company's website, www.auriant.se, no later than three weeks prior to the general meeting and will be sent to shareholders who so request and provide their postal address.
This notice is an unofficial translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Shareholders' right to request information
Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Use of personal data
For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB's website:
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Auriant Minig AB (publ) has corporate registration number 556659-4833 and its registered office is in Stockholm.
_________________
Stockholm in April 2024
Auriant Mining AB (publ)
The board of directors
For more information, please contact:
Danilo Lange, CEO
tel: +7 495 109 02 82
e-mail: d.lange@auriant.com
Company name: Auriant Mining AB
Short name: AUR
ISIN-code: SE0001337213
Website: www.auriant.com
Auriant Mining AB (AUR) is a Swedish junior mining company focused on gold exploration and production in Russia, primarily in the Republic of Tyva, Zabaikalye and the Republic of Khakassia. The company has currently four assets, including two operating mines (Tardan and Alluvial at Staroverinskaya), one early stage exploration asset and one development asset.
Since July 19, 2010, Auriant Mining´s shares are traded on Nasdaq First North Premier Growth Market under the short name AUR. For more information, please visit www.auriant.com. G&W Fondkommission is Certified Adviser to Auriant, for more information please visit www.gwkapital.se.
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