AGM Information • Dec 23, 2015
AGM Information
Open in ViewerOpens in native device viewer
Summary of the Extraordinary General Meeting in Nickel Mountain Group AB (publ) conducted today
· New company name Axactor AB (publ) approved
· Enlarged mandate to issue shares and changed share capital limits approved
· Amendments to Employee Stock Option program approved
· New Board of Directors appointed and new Board member fees approved
An Extraordinary General Meeting in Nickel Mountain Group AB ("NMG" or the
"Company") was held in Stockholm today (the "EGM"). The agenda contained four
main items, (i) approval of proposed new company name, (ii) approval for the
Board of Directors to decide on new issues of shares or other financial
instruments and a therewith associated increase of the share capital limits,
(iii) an authorization for the Board of Directors to amend certain of the
conditions of the Employee Stock Option Program approved at the November 2015
EGM and, lastly, (iv) appointment of a new Board of Directors and therewith
associated new Board member fees.
The EGM first voted in favor of changing the company name to Axactor AB (publ).
The name change has been thoroughly analyzed and prepared, and the Company
believes the new Company name will get successfully registered by the Swedish
Companies Registry (Bolagsverket) in due time. When the name change actually
gets registered, a press release will be issued. This is expected to happen
sometimes after Christmas or in early January 2016. In the same context the
share capital limits were also increased so that the new limits are a minimum of
400 million outstanding shares and the maximum limits are 1,600 million shares.
Next, a new mandate for the Board of Directors to issue shares or other
financial instruments was approved. The new mandate encompasses the possibility
to issue up to 280 million new shares with or without observing the existing
shareholders' preferential rights. This mandate entails a maximum dilution of
30% calculated in relation to the new number of outstanding shares post the
November 2015 issues. This new mandate replaces the old mandate approved at the
June 2015 Annual General Meeting of shareholders.
At the EGM held on November 17, 2015 the shareholders decided to implement an
Employee Stock Option Program. In the resolution taken in this regard the
conditions stipulated that the first tranche of options would be exercisable 12
months after the issue date. The Shareholders' Meeting authorized the Board of
Directors to, if so deemed fit, change said conditions so that the exercise date
of the first tranche options gets pushed forward to 24 months after the date of
issue. This change is in such case beneficial to the Company's existing
shareholders.
Lastly, a new Board of Directors got appointed. A proposal by the shareholder
Strata Marine & Offshore AS was published on December 21, 2015 via a press
release. The appointed Board Directors are the following:
Einar J. Greve (Chairman)
Gunnar Hvammen (Director)
Per Dalemo (Director)
Given the now larger company and therewith associated higher demands put on the
Board of Directors, new board member fees were proposed and endorsed. The new
fee level is 1,800,000 SEK on a yearly basis divided on 900,000 SEK for the
Chairman and 450,000 SEK for each of the two Directors. This remuneration level
applies for the remaining period until next Annual General Meeting in spring
2016. Einar J Greve owns 8,650,000 shares in NMG via his 100% owned company,
Cipriano AS and Gunnar Hvammen owns 36,000,000 shares, also via private
companies.
All approvals were granted with sufficient majority of votes. At the EGM
155,098, 042 shares were present directly or through proxies, corresponding to
28.9% of the Company's 536,614,360 total outstanding ordinary shares at the
record date, which was December 17, 2016. Another 60,000,000 ordinary shares
have been subscribed and paid for in the recent rights issue, and are expected
to get registered by the Swedish Companies Registry any day now.
For and on behalf of the Board of Directors of Nickel Mountain Group AB
Endre Rangnes
Chief Executive Officer
For information, please contact Endre Rangnes
Mail: [email protected]
Tel: + 46 8 402 28 00
Cell Phone: +47 48 22 11 11
Cautionary Statement. Statements and assumptions made in this document with
respect to Nickel Mountain Group AB's ("NMG") current plans, estimates,
strategies and beliefs, and other statements that are not historical facts, are
forward-looking statements about the future performance of NMG. Forward-looking
statements include, but are not limited to, those using words such as "may",
"might", "seeks", "expects", "anticipates", "estimates", "believes", "projects",
"plans", strategy", "forecast" and similar expressions. These statements reflect
management's expectations and assumptions in light of currently available
information. They are subject to a number of risks and uncertainties, including,
but not limited to, (i) changes in the economic, regulatory and political
environments in the countries where NMG operates; (ii) changes relating to the
geological information available in respect of the various projects undertaken;
(iii) NMG's continued ability to secure enough financing to carry on its
operations as a going concern; (iv) the success of its potential joint ventures
and alliances, if any; (v) metal prices, particularly as regards nickel. In the
light of the many risks and uncertainties surrounding any mineral project at an
early stage of its development, the actual results could differ materially from
those presented and forecast in this document. NMG assumes no unconditional
obligation to immediately update any such statements and/or forecasts.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.