AGM Information • Feb 2, 2023
AGM Information
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To the shareholders in Nordic Mining ASA
The extraordinary general meeting in Nordic Mining ASA ("Company") 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.
Nordic Mining has started a process for a private placement with total gross proceeds of at least NOK 900 million ("Private Placement"). As previously announced, Iwatani Corporation will, subject to certain conditions, participate in the Private Placement with approximately NOK 192 million. Orion Resource Partners will participate with approximately NOK 49 million, subject to the parties signing binding agreements and the satisfaction of certain conditions and approvals. For further information regarding the Private Placement and its background, please refer to the company's stock exchange notice 2 February 2023. The shares issued in the Private Placement will be listed upon approval of a prospectus approved by the Norwegian Financial Supervisory Authority.
The purpose of the Private Placement is to secure the remaining financing of the Engebø Project.
For the purpose of carrying out the Private Placement, the pre-emptive rights of the current shareholders will be waived. This is necessary in order to secure funding of the Engebø Project and its progress. Nordic Mining intends, subject to completion and the final terms of the Private Placement and equal treatment considerations and other considerations, to propose a subsequent repair offering (subsequent offering) of new shares at the subscription price in the Private Placement.
The Board of Directors proposes that the general meeting passes the following resolution:
"The company's share capital is increased pursuant to section 10-1 in the Public Limited Liability Companies Act on the following terms:
As a consequence of the above proposal, the Board of Directors proposes that section 4 of the company's Articles of Association is amended to read:
"The company's share capital is [increased by a minimum of NOK 108.000.000 and a maximum of NOK 900.000.000] divided on [increased by a minimum of 180.000.000 and a maximum of 1.5000.000.000 shares] shares, each with a nominal value of NOK 0.60. The company's shares must be registered in the 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 Private Placement, beyond what is mentioned above and what has previously been announced to the market.
* * *
Shareholders wishing to attend the general meeting must inform the company's registrar DNB Bank ASA no later than 27 February 2023 at 23:59 (CET). 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. February 2023 at 23:59 (CET). 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. 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, 2 February 2023 The Board of Directors of Nordic Mining ASA
"Firma-/Etternavn, Fornavn " "c/o" "Adresse1" "Adresse2" "Postnummer, Poststed" "Land"
Extraordinary General Meeting in Nordic Mining ASA will be held on 3 March 2023 10:00 as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: "Beholdning" and vote for the number of shares registered in Euronext per Record date 2. March 2023.
Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".
Once logged in - choose Corporate Actions – General Meeting – ISIN
You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:
"Enroll" – There is need for registration for online participation
Online participation: Please login through https://web.lumiagm.com/127112569. You must identify yourself using the reference number and PIN - code from VPS which you can find in investor services or sent by post on this form (see step 1 above). Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm). If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.
Ref no: "Refnr" PIN-code: "Pin"
The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 centrum, 0021 Oslo. Deadline for registration of attendance, advance votes, proxies and instructions must be received no later than 27 February 2023 at 4:00 pm (CET) If the shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender himself secure the e-mail.
(enter the proxy solicitors name in the block letters) Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details for online participation.
☐ Advance votes («For», «Against» or «Abstain» on the individual case on the agenda)
___________________________________________
Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.
| Agenda for the Extraordinary/Annual General Meeting date/year | For | Against | Abstain |
|---|---|---|---|
| 1.Opening of the meeting by the Chair of the Board or a person authorized by him, and registration of attending shareholders and shares represented by proxy |
☐ | ☐ | ☐ |
| 2.Election of Chair of the meeting and one person to co-sign the minutes together with the Chair |
☐ | ☐ | ☐ |
| 3. Approval of the summons and the agenda | ☐ | ☐ | ☐ |
| 4. Private Placement | ☐ | ☐ | ☐ |
Place Date Shareholder's signature
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