AGM Information • May 25, 2023
AGM Information
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The annual general meeting in Nordic Mining ASA was held Thursday 25 May 2023 at 3:30 pm hours (CEST).
Kjell Roland opened the meeting.
Present and represented by proxy were the shareholders set out in enclosure 1. In total, 35.68 per cent of the share capital was represented.
Ivar S. Fossum and Christian Gjerde representing the management, the company's auditor, EY, represented by Johan Lid Nordby, the leader of the Nomination Committee Ole G. Klevan, and the company's legal counsel Kvale Advokatfirma, represented by Øystein Løken were also present.
Kjell Roland was elected to chair the meeting. Christian Gjerde was elected to co-sign the minutes from the meeting.
The summons and the agenda were approved.
The general meeting passed the following resolution:
"The financial statements and the annual report for 2022 were approved."
The general meeting determined the following remuneration to the Board of Directors for 2022:
Chair: NOK 500.000 Board members: NOK 300.000
The general meeting determined the following remuneration to the Nomination Committee for 2022:
Leader: NOK 60.000 Members: NOK 40.000
The general meeting decided that the remuneration to the company's auditor shall be settled according to the auditor's invoicing.
In accordance with the Nomination Committee's proposal, the general meeting resolved to re-elect Eva Kaijser and Benedicte Nordang as board members and to elect Tom Lileng as new board member.
Consequently, the Board of Directors consists of the following persons:
| Kjell Roland | Chair | term expires AGM 2024 |
|---|---|---|
| Kjell Sletsjøe | Deputy Chair | term expires AGM 2024 |
| Eva Kaijser | Board member | term expires AGM 2025 |
| Benedicte Nordang | Board member | term expires AGM 2025 |
| Tom Lileng | Board member | term expires AGM 2025 |
The general meeting resolved that Ole G. Klevan shall be re-elected as leader of the Nomination Committee.
Consequently, Nomination Committee consists of the following persons:
| Ole G. Klevan | Leader | term expires AGM 2025 |
|---|---|---|
| Brita Eilertsen | Member | term expires AGM 2024 |
| Torger Lien | Member | term expires AGM 2024 |
10.1 Approval of Guidelines on salary and other remuneration to executive personnel of the Company
The general meeting passed the following resolution:
"The general meeting approved the 2023 Guidelines on salary and other remuneration to executive personnel of Nordic Mining ASA."
10.2 Report on salary and other remuneration to executive personnel of Nordic Mining ASA
The general meeting passed the following resolution:
"The General Meeting approved the 2022 Report on salary and other remuneration to executive personnel of Nordic Mining ASA."
The general meeting passed the following resolution:
"The Board of Directors of Nordic Mining ASA (the "Company") is authorized to increase the share capital of the Company by up to NOK 130,000,000, by one or more share issues, equal to approximately 10 per cent of the total issued shares at the date of this summons.
The authorization may be used for placements and issuance of shares in favor of suitable investors to raise additional capital to the Company.
The existing shareholders' preferential right to subscribe for shares may be deviated from.
Payment of share capital in connection with share capital increase under this authorization may be made with other assets than cash as described in section 10-2 of the Norwegian Public Limited Liability Companies Act.
If the Board of Directors resolves a cash issue pursuant to this authorization, with the consequence that the interests of the existing shareholders in the Company necessitates a subsequent offering, the Board of Directors shall resolve – or should this authorization not be sufficient, within reasonable time call for a general meeting with proposal for – a share capital increase where the Company's shareholders shall be offered to subscribe for shares on the same conditions (repair issue).
The Board of Directors is granted the authority to amend Article 4 of the Articles of Association with regard to the size of the share capital in accordance with capital increase(s) determined by the Board of Directors pursuant to this authorization.
This authorization shall be valid till 30 June 2024.
This authorization replaces the authorization issued by the general meeting 19 May 2022 (item 11 to the minutes from the meeting)."
The general meeting passed the following resolution regarding the company's incentive program:
"The general meeting approved the option program for leading employees and qualified resource persons as proposed by the Board of Directors."
The general meeting passed the following resolution in order to effectuate the option program:
"The Board of Directors of Nordic Mining ASA (the" Company") is authorized to increase the share capital of the Company by up to NOK 45,600,000 by one or more share issues. The authorization may be used in connection with the issuing of shares in favor of employees in the Company and/or subsidiaries of the Company and qualified resource Persons. The shares may be issued to the person directly or to a company owned by the person. The Board of Directors may also issue shares in favor of persons or companies that are not shareholders in the Company.
The subscription price for each share subscribed by the option holder shall be equal to the 10-day volume weighted average share price of Nordic Mining ASA at the award date.
The existing shareholders' preferential right to subscribe for shares is deviated from.
The Board of Directors is granted the authority to amend article 4 of the Articles of Association with regard to the size of the share capital in compliance with any capital increase determined by the Board of Directors pursuant to this authorization.
This authorization to the Board of Directors shall be valid until 25 May 2025.
This authorization shall apply in addition to the authorization resolved in item 11 above and the authorization under the existing option program resolved by the general meeting 19 May 2022 (item 12 in the minutes from the meeting)."
The Board of Directors is not aware of circumstances of substantial importance relating to the issuance of the authorization in addition to the information stated above and information previously communicated to the market.
* * *
All items on the agenda were passed as set out in enclosure 1. No further items were on the agenda. The general meeting was adjourned.
_________________________ ___________________________
Oslo, 25 May 2023
Kjell Roland Christian Gjerde
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