AGM Information • Mar 22, 2011
AGM Information
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Notice is hereby given of an extraordinary meeting with the shareholders of IGE Resources AB (publ), 556227-8043, on Tuesday 19th of April 2011 at 1100 in Ingenjörshuset with address Malmskillnadsgatan 46 in Stockholm.
According to press release from the company on 21st of March 2011, the Board has decided to cancel the extraordinary shareholders meeting noticed to be held on 29th of March 2011.
Shareholders wishing to participate in the extraordinary general meeting 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 meeting. Shareholders must notify the nominee about this well before 13th of April 2011, which is the day entry must be effected in order to be taken into account in the transcript of the register of shareholders made by Euroclear Sweden AB on that date.
Shareholders 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 no later than at 1200 hours on Monday the 11th 2011, so that DnB NOR Bank can ensure an entry is made in the register of shareholders kept by Euroclear Sweden AB by 13th of April 2011, when the entry must have been effected. Following the meeting, DnB NOR Bank will arrange for the shares to be re-registered in the Norwegian Verdipapirsentralen.
The rights of shareholders during the meeting may be exercised by an authorised representative. Such power of attorney must be presented in original. The power of attorney should in good time before the meeting be sent to the company at the above address. Forms for power of attorney will be available at the company and on the company's home page www.ige.se. Representative for a legal entity must also present certificate of registration, original or verified copy, or equivalent documents.
As a consequence of the proposed rights issue under item 8 below, new Articles of Association are proposed changing the share capital limits to a minimum of SEK 75,000,000 and a maximum of SEK 300,000,000 and the number of shares to a minimum of 1,500,000,000 and a maximum of 6,000,000,000.
Item 8; Decision regarding issue of new shares with pre-emption rights for the shareholders The Board proposes that the meeting decides to issue new shares with pre-emption rights for the shareholders thereby increasing the share capital with a maximum of SEK 90,280,940.50 by issuing a maximum of 1,805,618,810 new shares mainly on the following terms.
• Shareholders registered in the register of Euroclear Sweden AB on 27th of April 2011 (record day) shall have the pre-emptive right to subscribe for the new shares in relation to the number of shares they own as per the record day.
In line with the rights issue above, the Board proposes that the meeting decides on a new share issue of a maximum of 902,809,405 new shares increasing the share capital with a maximum of SEK 45,140,470.25 (quota value 5 Swedish öre per share) directed to participants in the rights issue who have not been allocated all subscribed shares. The issue is conditioned by the rights issue of 1,805,618,810 new shares above being over-subscribed and based mainly on the following terms:
• The right to subscribe for the new shares shall be granted those who participated in the rights issue above but were not allocated all subscribed shares. Allocation of the new
shares shall be made in accordance with rules corresponding to those in the rights issue above.
The purpose of the over-subscription issue proposed above, which is a directed new share issue with deviation from the shareholders' pre-emption right, is both to enable the company in case of over-subscription to raise more capital, as well as to enable the participants in the rights issue above, who have not received full allocation of new shares to subscribed amount, to receive further allocation.
As a consequence of two Board members having resigned during the year, the shareholders' meeting needs to make the formal decision of determining the number of Board members until the AGM 2011 to be four.
The complete proposal from the Board regarding items 8 and 9 above, the proposed new Articles of Association and other documents required by the Swedish Companies Act will be available from the company and at the company's home page www.ige.se three weeks before the meeting.
According to chapter 7, section 32, of the Swedish Companies Act, the Board and the Managing Director, if a shareholder requests it and the Board deems it may be done without harming the company, will inform the meeting regarding circumstances that may affect the evaluation of an item on the agenda, as well as the company's relation to another company in the group. A question may be put in advance in the same manner as notice of participation above.
The number of shares and votes in the company amounts to 1,805,618,810 by the time of this notice.
Stockholm on 22nd of March 2011 IGE Resources AB (publ) The Board of Directors
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