Pre-Annual General Meeting Information • May 16, 2023
Pre-Annual General Meeting Information
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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 June 19, 2023 at 10.00 am 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 June 9, 2023, 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 13, 2023 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 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.
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 9, 2023. 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 13, 2023, 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 2, 2023, 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. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination as to whether the meeting has been duly convened
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 regarding new articles of association
11. Resolution on adaption of an incentive program for certain key executives
12. 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 to certain lenders
13. Resolution regarding authorization for the board of directors to resolve
upon the new issue of shares, warrants and/or convertibles with deviation from
the pre-emption rights of shareholders
14. Resolution regarding authorization for the board of directors to resolve
upon the new issue of shares, warrants and/or convertibles without deviation
from the pre-emption rights of shareholders
15. Closing of the meeting
Item 8 - Determination of fees to the board of directors and the auditor
Kanoka invest AS (the "Shareholder"), who represent approximately 2,4 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 - 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 regarding new articles of association
The board proposes that the general meeting decide to adopt new articles of
association whereby the items listed below are proposed to be changed to the
following wording.
§4. Share capital
The share capital must be a minimum of SEK 1,590,448 and a maximum of SEK
6,361,792.
§5. The number of shares
The number of shares must be a minimum of 42,800,000 and a maximum of
171,200,00.
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 11 - Resolution on adaption of an incentive program for certain key
executives, employees and external key personnel
The Shareholder proposes that the AGM resolves on the adoption of a long- term
incentive program for certain key executives, employees and external key
personnel through a directed issue of warrants.
Background and incentive
The Shareholder considers that it is in the interest of the Company and the
shareholders that certain key employees of the Company are involved in the
Company's development by being offered warrants within an incentive program. The
Shareholder therefore submits the following proposal for resolution on an issue
of warrants.
Proposal for resolution on the issue of warrants
The Shareholder proposes that the AGM resolves on the issue of a maximum of
800,000 warrants (2023/2027), entailing an increase of the share capital upon
full exercise with a maximum of approximately SEK 29,728 (calculated on a quota
value of SEK 0.037160 / share). Furthermore, the following conditions shall
apply to the resolution.
1. The right to subscribe for the warrants shall, with deviation from the
shareholders' pre-emptive rights, only vest in certain key employees in the
Company according to the below:
· Johan Sjöberg (Chief Exploration Manager), a maximum of 100,000 warrants
· Matt Jackson (Chief Operations Officer), a maximum of 100,000 warrants
· Tesfaye Medhane (CEO of the subsidiary Etno Mining Ltd), a maximum of
100,000 warrants
· Cathryn MacCallum (Head of ESG), a maximum of 100,000 warrants
· Aurel Aldea (Finance Manager), a maximum of 100,000 warrants
· Manie Nienaber (Process Plant Manager), a maximum of 100,000 warrants
· Steven Ruprecht (Mining Consultant), a maximum of 100,000 warrants
· Johan Derbyshire (Metallurgical Consultant), a maximum of 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.
2. One (1) warrant entitles the holder to subscribe for one (1) new share in
the Company at a subscription price corresponding to NOK 8.50/share. The
exchange rate between NOK and SEK used at subscription of shares with the
support of warrants shall be the official NOK/SEK exchange rate as published by
Norges Bank five (5) business days prior to the Company's AGM 2023-06-19. The
entire premium shall be transferred to the free premium fund.
3. The warrants are issued free of charge.
4. Subscription of the warrants shall be made on a separate subscription list
within one (1) month from the date of the resolution.
5. Over-subscription is not possible.
6. The board of directors has the right to extend the subscription period.
7. Subscription of shares with the support of warrants may take place during
the period from the day the warrants have been registered with the Swedish
Companies Registration Office up to and including 2027-06-19, provided that the
holder of warrants, at the time when he/she subscribes for shares with support
of warrants, does not have access to inside information as defined in the Market
Abuse Regulation and provided that subscription of shares does not take place
during a "Closed Period" as defined in the Company's Insider Trading Policy and
the Market Abuse Regulation.
The resolution in this proposal requires the support of 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 with deviation from the pre-emption rights
of shareholders to certain lenders
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. Payment for shares issued with the support of the authorization must
take place by set-off. The issue/issues shall be made in accordance with the
terms and conditions of the convertible loan agreement of NOK 49.175 million
that was disclosed July 5, 2022. The Board's decision on the issue of shares may
result in a total increase in the number of shares in the Company by a maximum
of 13,000,000 shares. Upon full utilization of the authorization, the dilution
amounts to approximately 23.26 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 - Resolution regarding authorization for the board of directors to
resolve upon the new issue of shares, warrants and/or convertibles with
deviation from the pre-emption rights of shareholders
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 7,600,000 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 15 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 14 - Resolution regarding authorization for the board of directors to
resolve upon the new issue of shares, warrants and/or convertibles without
deviation from the pre-emption rights of shareholders
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 in total by an amount or
number that fits within the framework of the articles of association in force at
any given time.
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 42,889,606. 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 8-14 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 2023
Akobo Minerals AB (publ)
The Board of Directors
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