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Nordic Mining ASA — AGM Information 2016
Dec 5, 2016
3678_iss_2016-12-05_36de390e-eb53-4b3c-b323-a1cba0f8d36a.pdf
AGM Information
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MINUTES FROM EXTRAORDINARY GENERAL MEETING IN NORDIC MINING ASA
On Monday 5 December 2016 at 16:30 hours an extraordinary general meeting in Nordic Mining ASA was held at the Company's premises, Vika Atrium, Munkedamsveien 45 (Entrance A, 5th floor), 0250 Oslo, Norway.
THE AGENDA WAS:
$1.$ Opening of the meeting, and registration of attending shareholders and shares represented by proxy
Deputy chairman of the board Kjell Roland opened the meeting. Present at the meeting and represented by proxy were the shareholders listed in enclosure 1. In total, 13.03% of the share capital was represented.
CEO Ivar S. Fossum and CFO Lars K. Grøndahl were also present. In addition, the company's legal counsel, Kyale Advokatfirma DA, represented by Øystein Løken and Anne Kaurin were present.
2. Election of Chairman of the meeting and one person to co-sign the minutes together with the Chairman
Kjell Roland was elected to chair the meeting. Lars K. Grøndahl was elected to countersign the minutes from the meeting together with the chairperson.
3. Approval of the summons and the agenda
The summons and the agenda were approved.
$4.$ Reverse share split
The general meeting passed the following resolution:
A reverse split of the company's shares in the ratio 6:1 shall be carried out, so that six shares will be merged together into one share. The nominal value of Nordic Mining ASA's shares will be increased from NOK 0.10 to NOK 0.60, and the number of shares will be reduced from 517,232,808 to 86,205,468. Fractional shares will not be issued. Shareholders who do not own a number of shares that gives a whole number when divided by the ratio, shall upon completion of the reverse split have their shareholding adjusted up to the nearest whole share. No compensation is paid for such adjustment. Shareholder Magil AS will transfer the necessary number of shares so that all fractional shares may be rounded up to the nearest whole share. The Board of Directors is authorized to determine the timing of and other procedures for the reverse share split.
Upon completion of the reverse split, section 4 of the company's Articles of Association shall be amended to read as follows:
"The share capital is NOK 51,723,280.80 divided into 86,205,468 shares, each with nominal value NOK 0.60. The shares shall be registered in the Securities Registry.""
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The resolutions under items $1 - 3$ were passed against 1,185,100 votes. The resolutions under item 4 were passed against 13,345,345 votes. No further items were on the agenda. The general meeting was adjourned.
Kjell Roland
Lars K. Grøndahl