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Axactor SE

AGM Information Mar 22, 2011

3549_rns_2011-03-22_4abbee2c-7344-4aeb-9b52-3d7708b09276.pdf

AGM Information

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NOTICE

of extraordinary shareholders' meeting in IGE Resources AB (publ) on 19th of April 2011

__________________________________________________________________________

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.

Right to participate in the Meeting

Shareholders wishing to participate in the extraordinary general meeting must:

  • be entered in the register of shareholders kept by Euroclear Sweden AB on Wednesday 13th of April 2011 (see also the section on nominee-registered shares below), and
  • have notified the company of their attendance not later than 1600 hours on Friday 15th of April 2011 at the address Kungsgatan 44 (7th floor), 111 35 Stockholm, Sweden, or by telephone 08-402 28 05, by fax 08-402 28 01 or by e-mail to [email protected]. When notifying the company, please state your name, personal identity or registration number, telephone number, address, shareholding and details about representatives or assistants (no more than two) if any.

Nominee-registered shares

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.

Representatives, power of attorney, etc.

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.

Proposed agenda

    1. Opening of the meeting
    1. Election of chairman of the meeting
    1. Drafting and approval of voting list
    1. Approval of the board's proposed agenda
    1. Appointment of persons to approve the minutes
    1. Determination whether the meeting has been duly convened
    1. Decision regarding adoption of new Articles of Association
    1. Decision regarding issue of new shares with pre-emption rights for the shareholders.
    1. Decision regarding issue of new shares to participants in the rights issue who have not been allocated subscribed shares (so called over-subscription issue).
    1. Decision regarding number of Board members.
    1. Other items.
    1. Closing of the meeting.

The Board's proposal

Item 7; Adoption of new Articles of Association

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.

  • For each owned share per the record day, a shareholder will be entitled to subscribe for one (1) new share in the company.
  • The new shares will be issued at a subscription price of two (2) Norwegian öre per share.
  • Subscription for new shares with subscription rights shall be made by simultaneous cash payment or, when the Board deems this cannot be done for practical or administrative reasons, by signing a separate subscription list, during the period 2 – 16 May 2011. Notification of subscription of shares without subscription rights shall be made on separate subscription list during the same time. Payment for shares subscribed for without subscription rights shall be made in cash in accordance with instructions on contract note showing allocation of shares, however at the latest three (3) banking days after sending the contract note. The Board shall have the right to prolong the subscription period and the time for payment.
  • Should not all shares be subscribed for with subscription rights, the Board will decide on allocation of shares to be subscribed for without subscription rights. Allocation will then be made firstly to (a) those who have subscribed with subscription rights, regardless whether the subscriber was a shareholder on the record day or not, and, in case of over-subscription, in relation to the number of subscription rights used for subscription and, if this is not possible, by drawing of lots. Secondly, allocation will be made (b) to others who have notified subscription without subscription rights and, if they cannot receive full allocation, in relation to the number of shares notified for subscription by each one of them, and, if this is not possible, by drawing of lots. In case shares corresponding to the full issue amount cannot be allocated according to (a) and (b) above, the remaining shares shall be allocated to those who have entered into issue guarantee agreements with the company, distributed in relation to the size of the guarantees and, if this is not possible, by drawing of lots.
  • Since the rights issue is carried out to a subscription price of two Norwegian öre per share, which is lower than the quota value of the share of five Swedish öre, the difference between the subscription price (converted to SEK) and the quota value will be covered by transfer from the company's share premium account according to the regulations of the Swedish Companies Act in order for the share capital, by the rights issue and the transfer from the share premium account, to increase with five (5) Swedish öre per subscribed, allocated and paid share.

Item 9; Decision regarding issue of new shares to participants in the rights issue who have not been allocated subscribed shares (so called over-subscription issue)

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 new shares shall be issued at a subscription price of two (2) Norwegian öre per share.
  • Subscription of new shares shall be made during the same period as in the rights issue above, i.e. during 2 – 16 May 2011 by notification on separate subscription list. Payment shall be made in cash in accordance with instructions on contract note showing allocation of shares, however at the latest three (3) banking days after sending the contract note. The Board shall have the right to prolong the subscription period and the time for payment.
  • Since the rights issue is carried out to a subscription price of two Norwegian öre per share, which is lower than the quota value of the share of five Swedish öre, the difference between the subscription price (converted to SEK) and the quota value will be covered by transfer from the company's share premium account in order for the share capital, by the rights issue and the transfer from the share premium account, to increase with five (5) Swedish öre per subscribed, allocated and paid share

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.

Item 10; Decision regarding number of Board members

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.

Documents etc

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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