AGM Information • Apr 11, 2012
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 Thursday 10 th of May 2012 at 1600 hours at Hotel Rica (conference room "Sergel") with address Slöjdgatan 7 in Stockholm.
Shareholders wishing to participate in the 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 4 th of May 2012, 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 Wednesday 2 nd of May 2012, so that DnB Bank ASAS can ensure an entry is made in the register of shareholders kept by Euroclear Sweden AB by 4 th of May 2012, 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. 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.
The Board proposes that no dividends be paid out regarding the financial year 2011.
The Board's proposal regarding principles for appointing Nomination Committee for the next AGM according to item 12 on the agenda above will be available at the company and the company's website www.ige.se. The proposal is in principle equivalent to previously decided model for appointment of nomination committee.
Item 13; The Board's proposal regarding guidelines for compensation to key employees The Board's proposal regarding guidelines for compensation to key employees according to item 13 on the agenda above will be available at the company and the company's website www.ige.se. The proposal in short is the following. Fixed salaries and compensations will be related to the responsibilities and authorisations of the employees and the total compensation consists of
As a consequence of the proposed authorisation for the Board to decide on new share issues according to item 15 below, the Board proposes that new Articles of Association are adopted thus changing the share capital to a minimum of SEK 25,000,000 and a maximum of SEK 100,000,000 and the number of shares to a minimum of 100,00,000 shares and a maximum of 400,000,000 shares.
The Board proposes that the AGM authorises the Board, up until the next AGM and on one or more occasions, to decide on issue of shares, convertible bonds and/or warrants, thereby increasing the share capital with a maximum of totally SEK 5,048,589.50 corresponding to a maximum of 20,194,358 shares. The authorization may be used by the Board to decide on issues with or without pre-emptive rights for the company's shareholders. Payment for subscribed shares may be paid in cash, by set off or if applicable by issue in kind. Should the authorisation be utilised in full, this will have a dilution effect of approx. 10 % for the shareholders not participating in the issue.
The annual report and the auditor's report, as well as other documents according to this notice, are available at the company and at the company's website www.ige.se. Copies will be sent to those shareholders who request this and give their address.
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, circumstances which may affect the evaluation of the financial situation of the company or its subsidiaries, and also 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 in the company is at the time for this notice 51,928,350. The rights issue decided by the Board on 2nd of March 2012 is currently being registered by the Swedish Companies Registration Office, and when completed the number of shares and votes in the company will be 181,749,225.
Stockholm on 11th of April 2012 IGE Resources AB (publ) The Board of Directors
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