AGM Information • Jul 3, 2013
AGM Information
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Notice is hereby given of the annual general meeting (AGM) with the shareholders of IGE Resources AB (publ), 556227-8043, on Friday, August 2, 2013 at 11 am at Hotel Rica (conference premises: Stockholm Norra) with address Slöjdgatan 7 in Stockholm.
Shareholders who wish to participate in the AGM must,
Shareholders whose shares are nominee-registered must also request a temporary entry in the register of shareholders kept by Euroclear Sweden AB in order to be entitled to participate in the AGM. Shareholders must notify the nominee about this well in advance of Friday, July 26, 2013, which is the day when such entry must have been executed in order to be considered in the excerpt of the share register, made by Euroclear Sweden AB.
Shareholders registered in the Norwegian Verdipapirsentralen must request a temporary entry as shareholders in the register of shareholders kept by Euroclear Sweden AB in order to be entitled to participate in the AGM. In connection thereto, shareholders must notify DnB Bank about this at the address Verdipapirservice, Stranden 21, 0021 Oslo or by fax: +47 22 94 90 20 no later than 12 noon on Wednesday, July 24, 2013, in order for DnB Bank to be able to ensure that an entry is made in the register of shareholders kept by Euroclear Sweden AB by Friday, July 26, 2013, which is the day when such entry must have been executed. Following the AGM, DnB Bank will arrange for the shares to be re-registered in the Norwegian Verdipapirsentralen.
The rights of shareholders during the AGM may be exercised by an authorized representative (proxy). Any proxies must be presented in original. Proxies in original should be sent to the company under the above address. A proxy form will be available at the company's website, www.ige.se. Representatives of legal entities must present registration documents in original or a certified copy of the same or equivalent proof of authorization.
As of the date of this notice, there are 181,749,225 ordinary shares and votes in the company.
The board proposes that no dividend is paid regarding the financial year 2012 and that the funds available is brought forward.
Item 9: Number of directors and deputy directors and auditors and alternate auditors
The board's proposal will be announced at the latest three weeks prior to the AGM.
The board proposes that the remuneration is unchanged per director with the remuneration to the chairman amounting to NOK 500,000 and NOK 300,000 to each director not employed by the company.
The board's proposal will be announced at the latest three weeks prior to the AGM.
The company has not had a Nomination Committee during the year but the intention is to comply with the principles following the AGM. The board proposes principals substantially equivalent with the previously resolved model for appointment of the Nomination Committee.
The board proposes that last year's principles are approved by the AGM.
The board proposes that the AGM resolves on a reverse split of shares, meaning that five (5) shares are consolidated into one (1) share.
According to Norwegian stock exchange rules, the share price must be above NOK 1. The reverse split is intended to resolve this issue. The resolution will be registered by the Swedish Companies Registration Office and it is proposed that the board is authorized to decide the record date for the reverse split.
For those shareholders who on the record date do not hold a number of shares equally divisible with five, the surplus shares will be sold at the Company's expense and the proceeds of the sale will be distributed among those shareholders.
The reverse split requires the wording of the Articles of Association (§ 5) as regards the number of shares is changed in accordance with the following:
The number of shares shall be a minimum of 30,000,000 and a maximum of 120,000,000.
Item 15: Approval of Ghana Gold acquisition with restructured content and on revised transaction terms As separately announced, the parties are currently renegotiating the transaction structure not to involve any share issuance of IGE. In addition, partial or full reversal of the transaction is also under evaluation. The transaction may, however, still be subject to shareholder approval. IGE will announce more information well in advance of the AGM.
Proxy forms will be available at the Company on the address above and at the Company's website www.ige.se at least three weeks in advance of the AGM and the board of directors' complete proposal of resolutions will be available in accordance with the above. Accounting documentation and the auditor's report were made available on the address above and at the Company's website www.ige.se on June 28, 2013. The documents will also be sent to shareholders upon request provided that the shareholders state their postal address.
The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
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Stockholm, July, 2013 IGE Resources AB (publ) The Board of Directors
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