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Akobo Minerals

Pre-Annual General Meeting Information May 23, 2024

8171_rns_2024-05-23_d568da6a-1c73-4187-9a32-99f69d6ac4fb.html

Pre-Annual General Meeting Information

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Announcement of Annual General Meeting in Akobo Minerals AB (publ)

Announcement of Annual General Meeting in Akobo Minerals AB (publ)

The shareholders of Akobo Minerals AB (publ), company registration no 559148

-1253 (the "Company"), are hereby invited to participate in the Annual General

Meeting ("AGM") to be held on 25 June 2024 at 11:00 CEST at the Company's office

at Södra Allégatan 13, Göteborg, Sweden.

Participation

Shareholders that wish to participate in the procedures at the AGM must:

· on 14 June 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 18 June 2024 give notice to the Company of their intention

to participate at the AGM. Notice shall be given in writing by e-mail at

[email protected] or by mail 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.

Proxy 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

14 June 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 18 June 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 AGM must notify DNB Bank ASA by no later than 7 June 2024, at 12.00 noon

CEST. The notice shall be sent to DNB Bank ASA, Verdipapirservice, PB 1600

Sentrum, N-0021 Oslo, Norway or by e-mail at [email protected]. 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

1. Election of chairman of the meeting

2. Drawing up and approval of the voting list

3. Election of one or two persons to verify the minutes

4. Determination as to whether the meeting has been duly convened

5. Approval of the agenda

6. Presentation of annual report and auditor's report as well as consolidated

accounts and consolidated auditor's report.

7. 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

8. Determination of fees to the board of directors and the auditor

9. Election of members of the board of directors and the auditor

10. Resolution on a directed issue of warrants to management and employees

11. Resolution on a directed issue of warrants to members of the board of

directors

12. Resolution regarding authorization for the board of directors to resolve

upon the new issue of shares, warrants and/or convertibles

13. Closing of the meeting

Item 8 - Determination of fees to the board of directors and the auditor

Kanoka invest AS (the "Shareholder"), proposes 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, except for those who are employed by the Company and therefore

receive salary from the Company, shall be remunerated with SEK 175,000 each. It

is proposed that the auditor be remunerated against an approved bill.

Item 9 - Election of members of the board of directors and the auditor

The Shareholder propose that the AGM resolves to, until the time of the next

AGM, re-elect Hans Olav Torsen, Carl Eide and Helge Rushfeldt as ordinary Board

members. The Shareholder further propose that the auditing company Frejs

Revisorer AB be re-elected as the Company's auditor with the authorized public

accountant Sébastien Argillet as the principal auditor.

Item 10 - Resolution on a directed issue of warrants to management and employees

The board of directors of the Company resolved on 23 May 2024, conditional upon

the subsequent approval of the annual general meeting, to carry out a directed

issue of not more than 4,810,000 warrants, entailing an increase in the share

capital of not more than SEK 178,739.274256 at full subscription. The resolution

shall otherwise be governed by the following terms and conditions:

1. The right to subscribe to the warrants shall, with deviation from the

shareholders' pre-emption rights, vest in the management and employees listed in

the table below. The reason for the issuance of warrants and the deviation from

the shareholders' preferential rights is to contribute to the possibilities to

hold shares  in the Company through an incentive program through which the

management and employees can take part in and work for a positive value increase

of the Company's shares during the period covered by the proposed warrant

program, and that the Company shall be able to retain competent and committed

personnel. Furthermore, the incentive program is carried out to compensate the

management and employees following the financial restructuring that the Company

has carried out. All subscribers have previously subscribed for warrants within

the framework of various incentive programs that are intended to be cancelled in

the event that the board of directors' resolution to issue warrants series 2024

-2027:1 is approved by the annual general meeting.

+-----------------+------------------+

|Subscriber |Number of warrants|

+-----------------+------------------+

|Matt Jackson |600,000 |

+-----------------+------------------+

|Jørgen Evjen |3,000,000 |

+-----------------+------------------+

|Tesfaye Medhane |450,000 |

+-----------------+------------------+

|Cathryn MacCallum|360,000 |

+-----------------+------------------+

|Aurel Aldea |400,000 |

+-----------------+------------------+

|Sum: |4,810,000 |

+-----------------+------------------+

2. The warrants shall be issued at no consideration.

3. Subscription for the warrants shall be made within two weeks from the day of

the annual general meeting's resolution to approve the issue. The board of

directors shall be entitled to extend the subscription period.

4. Each warrant entitles a right to subscribe for one share in the company. The

warrants may be exercised to subscribe for new shares during the period from and

including the date that the warrants have been registered with the Swedish

Companies Registration Office up to and including 14 November 2027. The new

shares which may be issued due to subscription are not subject to any

restrictive provisions.

5. The subscription price (strike price) per share has been set at NOK 1.00,

however the subscription price shall never be lower than the share's quota

value. The amount of the subscription price exceeding the quota value of the

shares shall be contributed to the free share premium reserve.

6. The shares subscribed for through the exercise of the warrants will entitle

the holder to dividends for the first time on the first record date for

dividends that occurs after the subscription of shares through the exercise of

the warrants has been executed.

7. Other terms and conditions for the warrants are set out in Appendix A.

8. The board of directors or a person appointed by the board of directors shall

be authorized to make any minor adjustments required to register the resolution

with the Swedish Companies Registration Office.

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 - Resolution on a directed issue of warrants to members of the board of

directors

The Shareholder proposes that the annual general meeting resolves to carry out a

directed issue of not more than 1,200,000 warrants, entailing an increase in the

share capital of not more than SEK 44,591.918733 at full subscription. The

resolution shall otherwise be governed by the following terms and conditions:

1. The right to subscribe to the warrants shall, with deviation from the

shareholders' pre-emption rights, vest in members of the board of directors

listed in the table below. The reason for the new issue and the deviation from

the shareholders' preferential rights to stimulate shareholding in the Company

through an incentive program through which the board of directors can take part

in and work for a positive value development of the Company's shares during the

period covered by the proposed incentive program. Furthermore, the incentive

program is carried out to compensate the board of directors, following the

financial restructuring that the Company has carried out. All subscribers have

previously subscribed for warrants within the framework of various incentive

programs that are intended to be cancelled in the event that the board of

directors' resolution to issue warrants series 2024-2027:2 is approved by the

annual general meeting.

+----------------+------------------+

|Subscriber |Number of warrants|

+----------------+------------------+

|Hans Olav Torsen|800,000 |

+----------------+------------------+

|Helge Rushfeldt |400,000 |

+----------------+------------------+

|Sum: |1,200,000 |

+----------------+------------------+

2. The warrants shall be issued at no consideration.

3. Subscription for the warrants shall be made within two weeks from the day of

the annual general meeting's resolution to approve the issue. The board of

directors shall be entitled to extend the subscription period.

4. Each warrant entitles a right to subscribe for one share in the company. The

warrants may be exercised to subscribe for new shares during the period from and

including the date that the warrants have been registered with the Swedish

Companies Registration Office up to and including 14 November 2027. The new

shares which may be issued due to subscription are not subject to any

restrictive provisions.

5. The subscription price (strike price) per share has been set at NOK 1.00,

however the subscription price shall never be lower than the share's quota

value. The amount of the subscription price exceeding the quota value of the

shares shall be contributed to the free share premium reserve.

6. The shares subscribed for through the exercise of the warrants will entitle

the holder to dividends for the first time on the first record date for

dividends that occurs after the subscription of shares through the exercise of

the warrants has been executed.

7. Other terms and conditions for the warrants are set out in Appendix B.

8. The board of directors or a person appointed by the board of directors shall

be authorized to make any minor adjustments required to register the resolution

with the Swedish Companies Registration Office.

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 - Resolution regarding authorization for the board of directors to

resolve upon the new issue of shares, warrants and/or convertibles

The board of directors proposes that the Annual General Meeting resolves to

authorise the board of directors to, on one or several occasions until the next

Annual General Meeting, with or without deviation from the shareholders' pre

-emptive rights, against payment in cash, non-cash consideration or through set

-off, resolve on new issues of shares, convertibles and/or warrants.

The board of directors or the CEO shall have the right to make the minor

adjustments in this resolution that may be necessary in connection with

registration of the resolution with the Swedish Companies Registration Office.

A valid resolution requires the support of shareholders who represent at least

two-thirds of both the votes cast and the shares represented at the Annual

General 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 188,134,700. 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 8-14 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 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 2024

Akobo Minerals AB (publ)

The Board of Directors

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