AGM Information • Nov 24, 2014
AGM Information
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NOTICE of Extraordinary General Shareholders' Meeting in Nickel Mountain Group AB (publ) on December 17, 2014.
Notice is hereby given of an Extraordinary General Meeting (EGM) with the
shareholders of Nickel Mountain Group AB (publ), 556227-8043, on Wednesday,
December 17, 2014 beginning at 11.00 in the office of the Company at the address
Kungsgatan 44, 7th floor in Stockholm.
Right to participate at the Extraordinary General Meeting
Shareholders who wish to participate in the EGM must,
- Firstly be recorded in the share register maintained by Euroclear Sweden AB on
Thursday, December 11, 2014 (see also under the headline Nominee-registered
shares below), and
- Secondly notify the Company at the address Kungsgatan 44, 7th floor, 111 35
STOCKHOLM about their intention to attend the EGM not later than 16.00 on
Friday, December 12, 2014 by phone +46 8 402 28 00, by fax +46 8 402 28 01 or by
mail to [email protected]. When notifying the company, please
state your name, personal identity/registration number, address, shareholding
and details about any assistants (not more than two).
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 at the EGM. Shareholders must notify the nominee about
this well in advance of Thursday, December 11, 2014, 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 (VPS) must request
temporary entry as shareholders in the register of shareholders kept by
Euroclear Sweden AB in order to be entitled to participate at the EGM. In
connection thereto, shareholders must notify DNB Bank ASA about this at the
address Verdipapirservice, Postboks 1600 Sentrum, 0021 Oslo or by fax: +47 24 05
02 56, or by email: [email protected] no later than 12.00 noon CET on Monday, December
8, 2014, in order for DNB Bank to be able to ensure that entry is made in the
register of shareholders kept by Euroclear Sweden AB by Thursday, December 11,
2014, which is the day when such entry must have been executed. Following the
EGM, DNB Bank will arrange for shareholders to be re-registered in the Norwegian
Verdipapirsentralen.
Proxy etc.
The rights of shareholders during the EGM may be exercised by an authorized
representative (proxy). Any proxies must be presented in original. Proxies in
original can be sent to the company at the following address: Nickel Mountain
Group AB, Kungsgatan 44, 7 trp, 111 35 Stockholm, Sweden. A proxy form will be
available at the company's website www.nickelmountain.se .
(http://www.ige.se/)Representatives of legal entities must present registration
documents in original or certified copy of the same or equivalent proof of
authorization.
Proposed agenda
1. Opening of the EGM.
2. Election of Chairman of the EGM.
3. Drafting and approval of voting list.
4. Approval of agenda.
5. Appointment of persons to keep and approve the minutes.
6. Determination whether the EGM has been duly convened.
7. Decision to appoint a new auditor
8. Approval of remuneration to the auditor
9. Closing of the EGM
The Board of directors' proposal for decisions
Item 7 (Decision to appoint a new auditor)
There is a new Board of Directors of Nickel Mountain Group AB (publ) ("NMG")
since October 10, 2014, which reflects the fact that Strata Marine & Offshore AS
is the sole dominating owner of NMG. The new Board of Directors has ever since
it was appointed continuously reviewed the possibilities to increase share
holder value, and in that context to optimize the cost structure of NMG. This is
particularly important in view of NMG being a company without regular revenues.
NMG has for various reasons since 2013 had two different audit firms in the
group working with the yearly audit work. This has not benefited the aggregated
audit costs. The new Board has therefore secured a favorable offer for
conducting the audit of the financial year 2014 accounts. Therefore the Board
proposes to an EGM to be held on December 17, 2014 to appoint
PricewaterhouseCoopers AB, CIN 556067-4276 ("PWC"), with responsible main
auditor Johan Palmgren, as auditor of the parent company and of the group. The
cost reduction that would be achieved for the audit of the 2014 accounts is
deemed to be significant. The Board of Directors emphasizes, that there have
been no controversies with the other two auditors/audit firms appointed at the
AGMs of the group and subsidiaries in June 2014. These were Mr. Johan Kaijser of
Mazars Set Audit Company (auditor of group and parent company) and KPMG (auditor
of subsidiaries). The change of auditor is proposed solely on cost reduction
grounds. The corresponding change will also be proposed on subsidiary level.
Item 8; (Decision regarding remuneration to auditor)
The Board proposes, in line with the decision taken on the June 4, 2014 AGM,
that the new auditor be remunerated based on reasonable and approved regular
invoicing.
Miscellaneous
Required documentation covering items 7 and, 8, above, as well as other
information required according to the Swedish Companies Act will, at the latest
two weeks before the EGM, be available in the office of the Company and at the
Company's website, www.nickelmountain.se , (http://www.ige.se/)and will be sent
free of charge by mail to shareholders who so request and state their address.
The shareholders are reminded of their right to request information in
accordance with Chapter 7 Section 32 of the Swedish Companies Act.
The number of shares outstanding in the Company at the time of this EGM-notice
is 90,809,360
***
Stockholm, November 23, 2014
Nickel Mountain Group AB (publ)
The Board of Directors
Torbjörn Ranta
Managing Director
Tel: 46 8 402 28 00
Mobile: 46 708 855504
E-mail: [email protected]
The vision of Nickel Mountain Group AB is to be an explorer and miner recognized
for our attractive assets and ability to effectively run projects from
exploration to commercialization, leaving a lasting footprint within the regions
we operate through investments, community engagement and transfer of expertise.
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