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Axactor SE

AGM Information Feb 26, 2010

3549_rns_2010-02-26_056e6065-88bc-4f60-b01e-0c44de648efd.pdf

AGM Information

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NOTICE

of an extraordinary general meeting in International Gold Exploration IGE AB (publ) on the 26th of March 2010

PLEASE NOTE THAT THIS IS AN UNOFFICIAL IN-HOUSE TRANSLATION

___________________________________________________________________________

Notice is hereby given of an extraordinary general meeting in International Gold Exploration IGE AB (publ), 556227-8043, at 10:00 on Friday the 26th of March 2010, at the company's office at Kungsgatan 44, 7th floor, in Stockholm.

Right to participate at the shareholders' meeting

Shareholders who wish to attend the extraordinary general meeting must:

  • be recorded in the shareholders register kept by Euroclear Sweden AB (formerly VPC AB) as per Saturday the 20th of March 2010 (see also the section on nominee-registered shares below), and
  • have notified the company of their attendance not later than at 16:00 on Wednesday, the 24th of March 2010, at the address Kungsgatan 44 (7th floor), 111 35 Stockholm, by telephone 08-402 28 00, by fax 08-402 28 01 or by e-mail [email protected]. When notifying the company, please state your name, personal identity or registration number, address, shareholding and details about any representatives or assistants (not more than two assistants).

At the day of this notice, the number of shares and votes in the company amounts to 795,709,953.

Nominee-registered shares

Shareholders whose shares are nominee-registered must, in addition to the notification of participation, request that their shares be temporarily registered in their own name at Euroclear Sweden AB in order to be entitled to participate in the meeting. Such registration must be completed no later than on Friday the 19th of March 2010, in order to be taken into account in the transcript of the register of shareholders made by Euroclear Sweden AB as per Saturday the 20th of March 2010. This means that a shareholder who wishes such registration must notify the nominee well in advance of such date.

Shareholders who are registered in the Norwegian Verdipapirsentralen (VPS) 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 meeting. In this connection, shareholders must notify DnB NOR Bank ASA about this at the address Verdipapirservice, Stranden 21, 0021 Oslo or by fax: +47 22 94 90 20 not later than 1200 (Norwegian time) on the 17th of March 2010, so that DnB NOR Bank can ensure an entry is made in the register of shareholders kept by

Euroclear Sweden AB by 19th of March 2010, when the entry must have been effected in order to be taken into account in the transcript of the register of shareholders made by Euroclear Sweden AB AB as per Saturday on the 20th of March 2010. Following the meeting, DnB NOR Bank will arrange for the shares to be re-registered in the Norwegian Verdipapirsentralen.

Proxy etc.

The rights of the shareholders at the meeting can be exercised through a proxy. The power of attorney must be in writing, and may not be older than 12 months. It must be dated and signed. The original of the power of attorney should be submitted to the company at the above address well in advance of the meeting. Forms for power of attorney are available at the company and on the company's web site www.ige.se. The representative of a legal person must also present registration certificate in original, or a verified copy thereof, or equivalent authorisation documents.

Proposed agenda

    1. Opening of the meeting
    1. Election of Chairman for the meeting
    1. Drafting and approval of the voting list
    1. Approval of the Board's proposed agenda
    1. Election of person to verify the minutes
    1. Determination whether the meeting has been duly convened
    1. Resolution according to the Board's proposal of amendments of the company's Articles of Association.
    1. Resolution according to the Board's proposal of an issue in kind
    1. Resolution according to the Board's proposal of an authorisation of the Board to issue new shares
    1. Election of two new Board members
    1. Other issues
    1. Closing of the meeting

Section 7; Resolution of amendments of the company's Articles of Association

The Board proposes that the extraordinary general meeting passes a resolution to adopt a new

Articles of Association changing the limits of the share capital to a minimum of SEK 35,000,000 and a maximum of SEK 140,000,000, and the number of shares to be a minimum of 700,000,000 and a maximum of 2,800,000,000 shares. The Board also proposes that the general meeting decides to change the company name to IGE Resources AB (publ).

Section 8; Resolution of an issue in kind

The Board proposes that the extraordinary general meeting decides to increase the share capital of the company, currently amounting to SEK 39,785,497.65 distributed on 795,709,953 shares, with a maximum of totally SEK 24,769,952.85 by issuing a maximum of 495,399,057 new shares (quota value SEK 0.05) and mainly on the following terms:

  • The right to subscribe for the new shares shall, with deviation from the preferential right of existing shareholders, be granted exclusively to Pangea DiamondFields Plc.
  • As consideration for the 495,399,057 newly issued shares, the subscriber shall contribute with the total number of outstanding shares in Efidium Ltd (1,000 shares). The shares are issued at a price of NOK 0.53 per share based on the latest executed transaction (paid price) of IGE shares at Oslo Bors on the 26th of January 2010.
  • Subscription of the new shares shall be completed on March 31st 2010, at the latest.

The resolution of the issue in kind is made in line with IGE's acquisition of Efidium Ltd which is a wholly owned subsidiary of Pangea DiamondFields Plc and the holder of Pangea Group´s diamond assets in Africa as further described in the announcements by IGE from February 22nd, 2010.

Pangea will after the issue in kind hold 38,4 % of all outstanding shares and votes in IGE. Pangea intends not to keep the IGE shares instead Pangea will distribute the IGE shares to its shareholders in accordance with what has been further communicated in the announcements from February 22nd 2010.

Section 9; Resolution according to the Board's proposal of an authorisation of the Board to issue new shares

As a consequence of the acquisition of the wholly owned subsidiary Efidium Limited from Pangea DiamondFields Plc the Board proposes that the extraordinary general meeting authorises the Board, at one or several occasions, to decide on increase of the company's share capital through new share issue of maximum 500,000,000 shares with preferential rights for the existing shareholders, thereby increasing the company's share capital by a maximum of SEK 25,000,000. The authorisation has the intention of enabling the Board to decide on a preferential right share issue in order to secure the further financing of development of IGE, including the acquired operations of Pangea DiamondFields in accordance with what has been previously communicated. If the authorisation is fully utilized the dilution will be around 27.9%, based on 1,291,109,010 outstanding shares after the issue in kind in Section 8 above.

Documents etc

The resolutions according to Sections 7-8 above requires the approval from at least two third of the total casted votes as well as the votes represented at the general meeting.

The Board's complete proposals and the new version of the company's Articles of Association along with the documents referred to in Chapter 13, Sections 6-8 of the Swedish Companies Act will be available at the company (see address above). Copy of the documents will be sent to those shareholders so requesting and giving their address.

Stockholm in February 2010 International Gold Exploration IGE AB (publ) Board of Directors

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