AGM Information • Mar 3, 2023
AGM Information
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To the shareholders in Nordic Mining ASA
Extraordinary general meeting in Nordic Mining ASA will be held
The general meeting will be held as a virtual general meeting. Shareholders will only be able to vote electronically. See the guide enclosed for more information about digital participation and voting. The meeting will be held in Norwegian.
As announced on 3 March 2023, Nordic Mining has carried out a private placement with total gross proceeds of NOK 940 million ("Private Placement").
The board of directors proposes to carry out a subsequent offering ("Subsequent Offering"), with an offer to subscribe for up to 216,666,667 new shares at a price equal to the subscription price in the Private Placement, i.e. NOK 0.60 per share. The Subsequent Offering will be directed to existing shareholders in the company as of 2 March 2023 who (i) did not participate in the market sounding of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the "Eligible Shareholders").
The Subsequent Offering will entail a waiver of existing shareholders' preferential right to subscribe for new shares in the company. The purpose of the Subsequent Offering is to contribute to equal treatment of shareholders. Therefore, the board considers the deviation to be reasonable and in the best interests of the Company and its shareholders.
The board of directors proposes that the general meeting passes the following resolution:
"The share capital of the company shall be increased pursuant to section 10-1 of the public limited liabilities act on the following terms:
The general meeting resolved to amend section 4 of the articles of association to read:
"The company's share capital is [increased by minimum NOK 0.60 and NOK 130,000,000.20] divided on [increased by minimum 1 and maximum 216,666,667 shares] shares each with a nominal value of NOK 0.60. The company's shares shall be registered in the Norwegian Central Securities Depository.""
The board of directors is not aware of specific circumstances to be considered upon subscription of shares in the company/in the Subsequent Offering, beyond what is mentioned above and what has previously been announced to the market.
* * * Shareholders are requested to cast advance votes or vote by proxy by using the form enclosed the call for the general meeting. Arrangements are also being made to enable shareholders, who shall not attend physically, to participate the general meeting digitally. Shareholders who give notice of attendance to the general meeting will receive a link for connecting to the meeting.
Shareholders wishing to attend the general meeting must inform the company's registrar DNB Bank ASA no later than 27 March 2023 at 23:59 (CEST). Shareholders who have not given notice as described above within the above-mentioned deadline may be denied right to attend, ref section 9 of the Articles of Association.
Please use the form enclosed. Notice of attendance may also be given electronically via VPS Investor Services. To get access to electronic registration, a pin code and a reference number must be stated. Alternatively, by email to [email protected] or mail to DNB Bank ASA, Registrar's Department, P. O. Box 1600 Sentrum, N-0021 Oslo, Norway.
Shareholders who do not have the opportunity to attend the general meeting, may be represented by a representative. The form for issuance of proxy, with more detailed instructions for use of the proxy form, is enclosed. The proxy form may be sent to DNB Bank ASA, Registrar's Department, or electronically via VPS Investors Services, by the abovementioned deadline. Identity papers of both the proxy and the shareholder, and a company certificate if the shareholder is a legal entity, must be enclosed to the proxy form.
A shareholder who cannot attend at the general meeting, may prior to the general meeting cast a vote on each agenda item via VPS Investor Services. The deadline for prior voting is 27 March 2023 at 23:59 (CEST). Until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the general meeting will be considered as withdrawn in the event of a shareholder attending the general meeting in person or by proxy.
If shares are registered by a nominee in the VPS register, cf. section 4-10 of the Norwegian Public Limited Companies Act, and the beneficial shareholder wants to vote for their shares, the beneficial shareholder must re-register the shares in a separate VPS account in its own name prior to the general meeting or prove that the transfer to such account has been reported to the VPS prior to the general meeting.
Nordic Mining ASA is a Norwegian public limited liability company subject to the Norwegian Public Limited Companies Act. As per the date of this summons, the company has 232 316 772,00 issued shares (please note that at the time of the general meeting it is expected that the company will have 2,031,686,564 issued shares). Each share gives one voting right. The shares do also in all other respects carry equal rights.
A shareholder may bring an advisor to the general meeting and let one advisor speak on its behalf.
A shareholder has the right to propose draft resolutions for items included on the agenda and to require that members of the board of directors and the CEO in the general meeting provide available information about matters which may affect the assessment of (i) the approval of the annual accounts and the annual report, (ii) items which are presented to the shareholders for decision, and (iii) the company's financial situation, including information about activities in other companies in which the company participates, and other matters to be discussed in the general meeting, unless the requested information cannot be disclosed without causing disproportionate harm to the company.
This summons and other relevant documentation, including copies of the annual report with financial statements, the Board of Directors' report and the auditor's report for 2021, the Articles of Association are available at www.nordicmining.com. Shareholders may contact the company by mail, email or phone in order to request the documents in question: Nordic Mining ASA, Munkedamsveien 45, N-0250 Oslo, Norway, email: [email protected] or phone: + 47 22 94 77 90. The documents are also available at the company's office.
Oslo, 3 March 2023
The Board of Directors of Nordic Mining ASA
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