Pre-Annual General Meeting Information • Feb 27, 2024
Pre-Annual General Meeting Information
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Notice to Extraordinary 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 Extraordinary
General Meeting ("EGM") to be held on 2 April, 2024 at 15:00 CEST at Södra
Allégatan 13, 413 01 Gothenburg, Sweden.
Participation
Shareholders that wish to participate in the procedures at the EGM must:
- on 21 March, 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 25 March, 2024 give notice to the Company of their
intention to participate at the EGM. Notice shall be given in writing by e-mail
at [email protected] 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.
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 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.
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 EGM, have the shares registered in his own name
so that the shareholder is included in the share register on the record date on
21 March, 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 25 March, 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 14 March, 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 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 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.
Proposed agenda
1. Election of chairman of the meeting
2. Drawing up and approval of the voting list
3. Determination as to whether the meeting has been duly convened
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Resolution to amend the articles of association
7. Resolution on a directed set-off issue
8. Closing of the meeting
Item 6- Resolution to amend the articles of association
To facilitate the registration of the set-off issue that the Company intends
resolve upon under item 7, the board of directors proposes that the general
meeting resolves to amend the limits for the share capital and the number of
shares in the articles of association. Resolution in accordance with item 6 is
conditional upon the extraordinary meeting also voting for item 7.
§ 4 in the articles of association is proposed to have the following wording.
Current wording
The share capital shall amount to at least SEK 1,590,448 and not more than SEK
6,361,792.
Proposed wording
The share capital shall amount to at least SEK 5,759,790 and not more than SEK
23,039,160.
§ 5 in the articles of association is proposed to have the following wording.
Current wording
The number of shares may not be lower than 42 800 000 or more than 171 200 000.
Proposed wording
The number of shares may not be lower than 155,000,000 or more than 620,000,000.
The board of directors, the CEO, or anyone appointed by the board of directors
or the CEO, shall be authorized 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 or due to other formal
requirements.
A valid resolution requires that the resolution is supported by shareholders
representing at least two thirds of the votes cast as well as of the shares
represented at the general meeting.
Item 7 - Resolution on a directed set-off issue
Resolutions in accordance with item 7a and item 7b below shall be made as one
resolution and are thus conditional upon each other. Resolving on the set-off
issues requires amendments to the articles of association.
For a valid resolution, the resolution in accordance with items 7a-c must be
supported by shareholders representing at least nine-tenths of both the votes
cast and the shares represented at the meeting.
Item 7a - Resolution on approval of the board of directors' resolution on a
directed set-off issue to repay the bridge loan entered into in February 2024
The Board of Directors proposes that the Extraordinary General Meeting resolves
on a set-off issue of a maximum of NOK 7,896,667, entailing an increase in the
share capital of not more than SEK 293,439.610940194 to offset the bridge loan
published by the Company through a press release on 8 February 2024. The
resolution shall otherwise be governed by the following terms and conditions.
1. The right to subscribe for the new shares shall be vested in the lenders of
the bridge loan published on February 8, 2024. The lenders are listed in the
table below:
+----------+------------------+----------------+------------------------+
|Subscriber|Total loan amount |Number of shares|Subscription funds (NOK)|
| |including interest| | |
| |(NOK) | | |
+----------+------------------+----------------+------------------------+
|Esmar AS |4,606,389 |4,606,389 |4,606,389 |
+----------+------------------+----------------+------------------------+
|Nautilus |1,316,111 |1,316,111 |1,316,111 |
|Invest AS | | | |
+----------+------------------+----------------+------------------------+
|Kanoka |658,056 |658,056 |658,056 |
|Invest AS | | | |
+----------+------------------+----------------+------------------------+
|Predichem |1,316,111 |1,316,111 |1,316,111 |
|AS | | | |
+----------+------------------+----------------+------------------------+
|Sum: |7,896,667 |7,896,667 |7,896,667 |
+----------+------------------+----------------+------------------------+
2. Two of the companies are related to Akobo Mineral's board of directors and
management. Esmar AS is a company related to board member Carl Eide and Kanoka
Invest AS is related to the Company's CEO Jørgen Evjen. The reason for deviation
from the shareholders' pre-emption rights is the company's wish to set-off debt
against new shares.
3. The subscription price per subscribed share shall be NOK 1.00. The
subscription price corresponds to the subscription price in the completed
directed share issue that was announced on 26 February 2024 and has been
determined through negotiations with the lenders at arm's length and is deemed
by the Board of Directors - in light of the agreement - to be in accordance with
market conditions.
4. The share premium shall be added to the unrestricted share premium reserve.
5. Subscription of the newly issued shares shall be made by signing a
subscription list within three weeks from the date of the issue resolution.
Payment for subscribed shares shall be made by way of set-off at the same time
as subscription.
6. The board of directors has the right to extend the subscription period.
7. The new shares entitle to dividends for the first time on the record date
for dividends that occurs after the new share issue has been registered with the
Swedish Companies Registration Office and the shares have been recorded in the
share register kept by Euroclear Sweden AB.
8. The Board of Directors, or a person appointed by the Board of Directors,
shall be authorized to make the minor adjustments required for the registration
of the resolution with the Swedish Companies Registration Office.
Documents according to Chapter 13, Section 6-7 of the Swedish Companies Act have
been drawn up.
Item 7b - Resolution on a directed set-off issue to repay the convertible loan
entered into in March 2023
The Board of Directors proposes that the Extraordinary General Meeting resolves
on a set-off issue of a maximum of NOK 29,320,510, entailing an increase in the
share capital of not more than SEK 1,089,548.16595 to offset the convertible
loan that the Company entered into in March 2023.The resolution shall otherwise
be governed by the following terms and conditions.
1. The right to subscribe for the new shares shall be vested in the lenders of
the convertible loan that the Company entered into in March 2023. The lenders
are listed in the table below:
+-------------+------------------+----------------+------------------------+
|Subscriber |Total loan amount |Number of shares|Subscription funds (NOK)|
| |including interest| | |
| |(NOK) | | |
+-------------+------------------+----------------+------------------------+
|GH Holding AS|3,913,750 |3,913,750 |3,913,750 |
+-------------+------------------+----------------+------------------------+
|Atoli AS |3,913,750 |3,913,750 |3,913,750 |
+-------------+------------------+----------------+------------------------+
|Bernhd. |3,261,458 |3,261,458 |3,261,458 |
|Brekke A/S | | | |
+-------------+------------------+----------------+------------------------+
|Esmar AS |2,609,167 |2,609,167 |2,609,167 |
+-------------+------------------+----------------+------------------------+
|B Finans AS |2,609,167 |2,609,167 |2,609,167 |
+-------------+------------------+----------------+------------------------+
|Nautilus |2,283,021 |2,283,021 |2,283,021 |
|Invest AS | | | |
+-------------+------------------+----------------+------------------------+
|PIR Invest |1,304,583 |1,304,583 |1,304,583 |
|Holding AS | | | |
+-------------+------------------+----------------+------------------------+
|TURTLE INVEST|1,304,583 |1,304,583 |1,304,583 |
|AS | | | |
+-------------+------------------+----------------+------------------------+
|YmeblodAS |1,304,583 |1,304,583 |1,304,583 |
+-------------+------------------+----------------+------------------------+
|Scanpipe |782 750 |782 750 |782 750 |
|Engineering | | | |
|AS | | | |
+-------------+------------------+----------------+------------------------+
|Kanoka Invest|782,750 |782,750 |782,750 |
|AS | | | |
+-------------+------------------+----------------+------------------------+
|Eidco AS |652,292 |652,292 |652,292 |
+-------------+------------------+----------------+------------------------+
|Predichem AS |652,292 |652,292 |652,292 |
+-------------+------------------+----------------+------------------------+
|Kgp Invest AS|652,292 |652,292 |652,292 |
+-------------+------------------+----------------+------------------------+
|Alpine |652,292 |652,292 |652,292 |
|Capital AS | | | |
+-------------+------------------+----------------+------------------------+
|Torsen |391,375 |391,375 |391,375 |
|Tankers & | | | |
|Towers AS | | | |
+-------------+------------------+----------------+------------------------+
|Kingfisher AS|326,146 |326,146 |326,146 |
+-------------+------------------+----------------+------------------------+
|Knut Invest |326,146 |326,146 |326,146 |
|AS | | | |
+-------------+------------------+----------------+------------------------+
|Harto Invest |326,146 |326,146 |326,146 |
|A | | | |
+-------------+------------------+----------------+------------------------+
|Astrania AS |326,146 |326,146 |326,146 |
+-------------+------------------+----------------+------------------------+
|Oskar |260,917 |260,917 |260,917 |
|Investment AS| | | |
+-------------+------------------+----------------+------------------------+
|Promin AS |260,917 |260,917 |260,917 |
+-------------+------------------+----------------+------------------------+
|Lasse |130,458 |130,458 |130,458 |
|Halvorsen | | | |
+-------------+------------------+----------------+------------------------+
|Marlea AS |130,458 |130,458 |130,458 |
+-------------+------------------+----------------+------------------------+
|Tobi Invest |97,844 |97,844 |97,844 |
|AS | | | |
+-------------+------------------+----------------+------------------------+
|Tereda |65,229 |65,229 |65,229 |
|Holding AS | | | |
+-------------+------------------+----------------+------------------------+
|Sum: |29,320,510 |29,320,510 |29,320,510 |
+-------------+------------------+----------------+------------------------+
2. Four of the companies are related to Akobo Mineral's board of directors and
management. Esmar AS is a company related to board member Carl Eide, Promin AS
is a company related to the board member Helge Rushfeldt, PIR Invest Holding AS
is a company related to board member Hans Olav Torsen and Kanoka Invest AS is
related to the Company's CEO Jørgen Evjen. The reason for deviation from the
shareholders' pre-emption rights is the company's wish to set-off debt against
new shares.
3. The subscription price per subscribed share shall be NOK 1.00. The
subscription price corresponds to the subscription price in the completed
directed share issue that was announced on 26 February 2024 and has been
determined through negotiations with the lenders at arm's length and is deemed
by the Board of Directors - in light of the agreement - to be in accordance with
market conditions.
4. The share premium shall be added to the unrestricted share premium reserve.
5. Subscription of the newly issued shares shall be made by signing a
subscription list within three weeks from the date of the issue resolution.
Payment for subscribed shares shall be made by way of set-off at the same time
as subscription.
6. The board of directors has the right to extend the subscription period.
7. The new shares entitle to dividends for the first time on the record date
for dividends that occurs after the new share issue has been registered with the
Swedish Companies Registration Office and the shares have been recorded in the
share register kept by Euroclear Sweden AB.
8. The Board of Directors, or a person appointed by the Board of Directors,
shall be authorized to make the minor adjustments required for the registration
of the resolution with the Swedish Companies Registration Office.
Documents according to Chapter 13, Section 6-7 of the Swedish Companies Act have
been drawn up.
Item 7c - Resolution on a directed set-off to repay the convertible loan entered
into in August 2023
The Board of Directors proposes that the Extraordinary General Meeting resolves
on a set-off issue of a maximum of NOK 48,370,222, entailing an increase in the
share capital of not more than SEK 1,797,434.17378127 to offset the convertible
loan that the Company entered into in August 2023.The resolution shall otherwise
be governed by the following terms and conditions.
1. The right to subscribe for the new shares shall be vested in the lenders of
the convertible loan that the Company entered into in August 2023. The lenders
are listed in the table below:
+----------------+------------------+----------+------------------------+
|Subscriber |Total loan amount |Number of |Subscription funds (NOK)|
| |including interest|shares | |
| |(NOK) | | |
+----------------+------------------+----------+------------------------+
|Atoli AS |10,545,833 |10,545,833|10,545,833 |
+----------------+------------------+----------+------------------------+
|Gåsø |4,921,389 |4,921,389 |4,921,389 |
|Næringsutvikling| | | |
|AS | | | |
+----------------+------------------+----------+------------------------+
|Esmar AS |4,218,333 |4,218,333 |4,218,333 |
+----------------+------------------+----------+------------------------+
|Bernhd. Brekke |4,218,333 |4,218,333 |4,218,333 |
|A/S | | | |
+----------------+------------------+----------+------------------------+
|B Finans AS |4,218,333 |4,218,333 |4,218,333 |
+----------------+------------------+----------+------------------------+
|GH Holding AS |4,218,333 |4,218,333 |4,218,333 |
+----------------+------------------+----------+------------------------+
|Nautilus Invest |1,406,111 |1,406,111 |1,406,111 |
|AS | | | |
+----------------+------------------+----------+------------------------+
|HILA AS |2,812,222 |2,812,222 |2,812,222 |
+----------------+------------------+----------+------------------------+
|PIR Invest |1,406,111 |1,406,111 |1,406,111 |
|Holding AS | | | |
+----------------+------------------+----------+------------------------+
|Kanoka Invest AS|1,026,461 |1,026,461 |1,026,461 |
+----------------+------------------+----------+------------------------+
|Torsen Tankers &|843,667 |843,667 |843,667 |
|Towers AS | | | |
+----------------+------------------+----------+------------------------+
|TURTLE INVEST AS|703,056 |703,056 |703,056 |
+----------------+------------------+----------+------------------------+
|Scanpipe |703,056 |703,056 |703,056 |
|Engineering AS | | | |
+----------------+------------------+----------+------------------------+
|Predichem AS |703,056 |703,056 |703,056 |
+----------------+------------------+----------+------------------------+
|JK Vision AS |703,056 |703,056 |703,056 |
+----------------+------------------+----------+------------------------+
|Araco AS |703,056 |703,056 |703,056 |
+----------------+------------------+----------+------------------------+
|Eidco AS |703,056 |703,056 |703,056 |
+----------------+------------------+----------+------------------------+
|Cfs Invest AS |703,056 |703,056 |703,056 |
+----------------+------------------+----------+------------------------+
|YmeblodAS |562,444 |562,444 |562,444 |
+----------------+------------------+----------+------------------------+
|Kingfisher AS |562,444 |562,444 |562,444 |
+----------------+------------------+----------+------------------------+
|Knut Invest AS |562,444 |562,444 |562,444 |
+----------------+------------------+----------+------------------------+
|Harto Invest AS |562,444 |562,444 |562,444 |
+----------------+------------------+----------+------------------------+
|Astrania AS |351,528 |351,528 |351,528 |
+----------------+------------------+----------+------------------------+
|Simen Sandelien |281,222 |281,222 |281,222 |
+----------------+------------------+----------+------------------------+
|Archelon Natural|281,222 |281,222 |281,222 |
|Resources AB | | | |
+----------------+------------------+----------+------------------------+
|Tobi Invest AS |140,611 |140,611 |140,611 |
+----------------+------------------+----------+------------------------+
|Marlea AS |140,611 |140,611 |140,611 |
+----------------+------------------+----------+------------------------+
|Arne Tyssø |98,428 |98,428 |98,428 |
+----------------+------------------+----------+------------------------+
|Terje Berg |70,306 |70,306 |70,306 |
+----------------+------------------+----------+------------------------+
|Sum: |48,370,222 |48,370,222|48,370,222 |
+----------------+------------------+----------+------------------------+
2. Three of the companies are related to Akobo Mineral's board of directors and
management. Esmar AS is a company related to board member Carl Eide, PIR Invest
Holding AS AS is related to board member Hans Olav Torsen and Kanoka Invest AS
is related to the Company's CEO Jørgen Evjen. The reason for deviation from the
shareholders' pre-emption rights is the company's wish to set-off debt against
new shares.
3. The subscription price per subscribed share shall be NOK 1.00. The
subscription price corresponds to the subscription price in the completed
directed share issue that was announced on 26 February 2024 and has been
determined through negotiations with the lenders at arm's length and is deemed
by the Board of Directors - in light of the agreement - to be in accordance with
market conditions.
4. The share premium shall be added to the unrestricted share premium reserve.
5. Subscription of the newly issued shares shall be made by signing a
subscription list within three weeks from the date of the issue resolution.
Payment for subscribed shares shall be made by way of set-off at the same time
as subscription.
6. The board of directors has the right to extend the subscription period.
7. The new shares entitle to dividends for the first time on the record date
for dividends that occurs after the new share issue has been registered with the
Swedish Companies Registration Office and the shares have been recorded in the
share register kept by Euroclear Sweden AB.
8. The Board of Directors, or a person appointed by the Board of Directors,
shall be authorized to make the minor adjustments required for the registration
of the resolution with the Swedish Companies Registration Office.
Documents according to Chapter 13, Section 6-7 of the Swedish Companies Act have
been drawn up.
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.
Miscellaneous
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, February 2024
Akobo Minerals AB (publ)
The Board of Directors
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