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Axactor SE Proxy Solicitation & Information Statement 2010

Apr 6, 2010

3549_rns_2010-04-06_ff398e26-deee-466e-b889-5ca3677e4cb1.pdf

Proxy Solicitation & Information Statement

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Unofficial translation

IGE

NOTICE

of the Annual General Meeting of International Gold Exploration IGE AB (publ) on May 6, 2010

Notice is hereby given of the Annual General Meeting of International Gold Exploration IGE AB (publ) (change of name to IGE Resources AB is pending), 556227-8043, at 1800 on Thursday May 6, 2010, at Ingenjörshuset at Malmskillnadsgatan 46, Stockholm.

Right to participate at the Annual General Meeting

Shareholders wishing to participate at the Annual General Meeting (AGM) must:

  • be entered in their own name in the transcript of the register of shareholders made by Euroclear Sweden AB (formerly VPC AB) on Thursday 29, 2010 (see also the section on Nominee-registered shares below), and
  • have notified the company of their attendance not later than at 1600 on Monday, May 3, 2009, at the address Kungsgatan 44 (4th floor), 111 35 Stockholm, by telephone 08-402 28 00, 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, address, shareholding and details about any representatives or assistants (at the most 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 in the AGM. Shareholders must notify the nominee about this well before Wednesday April 29, 2009, when this 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 on that 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 AGM. In this connection, shareholders must notify DnB NOR Bank ASA about this at the address Verdipapirservice, Beddingen 8, 0021 Oslo or by fax: +47 22 94 90 20 not later than 1200 on Tuesday, April 27, 2010, so that DnB NOR Bank can ensure an entry is made in the register of shareholders kept by Euroclear Sweden AB by April 29, 2010.


Unofficial translation

Proxy etc.

The rights of the shareholders at the AMG 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 AGM. Forms for power of attorney are available at the company and on the company's website 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
  2. Election of Chairman of the Meeting
  3. Drafting and approval of the voting list
  4. Approval of the Board's proposed agenda
  5. Election of persons to verify the minutes
  6. Determination whether the Meeting has been duly convened
  7. a) Speech by the company CEO
    b) Report by the company auditor
    c) Presentation of the financial statements and the auditors' report, as well as the consolidated financial statements and the auditors' report for the Group
  8. a) Resolution on adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
    b) Resolution on allocation of the company's profits in accordance with the adopted balance sheet
    c) Resolution on discharge from liability for the board and the CEO
  9. Determination of the number of directors and deputy directors, as well as the number of auditors
  10. Determination of fees for the Board and auditors
  11. Election of board members and, when applicable, deputy board members, election of Chairman of the Board
  12. Resolution on principles for the appointment of the Nomination Committee for the next AGM
  13. Resolution on guidelines for the remuneration of senior management
  14. Resolution as to the authorization of the Board of Directors to decide upon new share issues.

Unofficial translation

  1. Resolution on conditional amendment of the Articles of Association
  2. Other issues
  3. Closing of the Meeting

Proposals of the Board of Directors

Item 8 b: Dividend

The Board proposes that no dividend will be paid for the financial year 2008.

Item 13: Resolution on guidelines for the remuneration of senior management

The Board proposes that mainly the corresponding guidelines for the remuneration of senior management adopted by the AGM 2009 should be adopted by the AGM 2010 for the period up until the end of the AGM 2010. The complete proposal from the Board is available on the company’s website at www.ige.se.

Item 14: Resolution as to the authorization of the Board of Directors to decide upon new issues

The Board’s proposal means that the AGM passes a resolution authorizing the Board, until the next AGM, on one or several occasions, to resolve on the increase of the company’s share capital through the issuance of shares, convertibles and/or warrants, which means that the company’s share capital can be increased at the most by SEK 25,000,000 equivalent to 500,000,000 shares. In order to provide flexibility and save time, the Board’s proposal implies that the right of first refusal of the shareholders may be set aside. Payment for shares can be made by issue in kind or set-off or otherwise with conditions attached. The authorization has the intention of enabling further capitalizations and/or acquisition of companies, in which payment will be in part or in whole through shares, convertibles and/or war-rants. If this authorization is fully utilized the resulting dilution will be around 27.9%. The calculated dilution is based on a total number of outstanding shares amounting to 1,291,109,010, which will be the result after the pending registration of the issue in kind of 495,399,057 shares that was resolved by the EGM held on March 26th 2010. The authorisation of 500,000,000 million shares, resolved by the EGM on March 26th, will automatically expire at the upcoming AGM on the 6th of May 2010.

Item 15: Resolution on conditional amendment of the Articles of Association

The proposed changes in Section 8, notice of general meetings, in the Articles of Association is an adaption to new regulations expected to come into force before the AGM 2011. It is proposed that the annual general meeting decides on the following new wording of the Articles of association as regards notice of general meetings: Notice of general meeting of the shareholders shall be published in Post och Inrikes Tidningar and at the company’s web site. An announcement that notice has been given shall be placed in Dagens Industri. A condition for the amendment is that the new regulations in the Swedish Companies Act (SFS 2005:551) come into force, which makes the proposed wording consistent with the Companies Act. The Board also proposes that the Board, or whomever the Board may appoint, is authorised to make all adjustments necessary for registration at the Swedish Companies Registration Office.


Unofficial translation

Documents etc.

The financial statements, the auditors' report as well as complete proposals from the Board will be available from the company's office (see address above) as well as on the company's web site www.ige.se no later than 14 days before the Meeting. Copies of the documents will be sent to shareholders requesting so and stating their postal address.

At the day of this notice, the number of shares and votes in the company amounts to 795,709,953, that is before the pending registration of 495,399,057 shares resolved by the EGM held on March 26th has been executed.

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