ENDOMINES AB (PUBL) This is an unofficial office translation of the Swedish original. In case of differences the Swedish version shall prevail.
The shareholders of
Important information with regards to covid-19 (the coronavirus)
Due to the outbreak of the coronavirus and covid-19, and for the safety of the company's shareholders and for the purpose of avoiding any further spread of the virus,
As a precautionary measure,
In the light of the covid-19 pandemic, the Board of Directors of
Attendance, notification etc.
To be entitled to participate in the Annual General Meeting, shareholders shall
· be entered into the share register kept by
· give notice of his/her intention to participate at the Annual General Meeting no later than
Notice of attendance shall
· be made in writing to
· by telephone on +358 50 544 68 14, or
· by email to anmalan@endomines.com.
When giving notice of attendance, the shareholder shall state name/company name, personal identification number or company registration number, address, telephone number, number of shares represented and, where applicable, number of representatives and advisors participating.
Proxy and voting rights registration
Shareholders participating through a proxy or a representative should submit their proxy, certificates of registration or other documents of authorisation to
Shareholders whose shares are nominee registered (including Finnish shareholders that are registered within the Finnish book-entry system at
Voting by post
The Board of Directors of
A shareholder who wants to use the opportunity of postal voting shall, in addition to being entered into the share register and having given notice of its participation in accordance with the instructions above, use a special form. The form is available at www.endomines.com.
The completed form must be submitted to
Further instructions and conditions are included in the form for postal voting.
Proposed agenda
1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and verification of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Establishment of whether the meeting has been duly convened
7. Presentation of the Annual Report and the Auditor's Report as well as the Consolidated Financial Statement and the Group Auditor's Report
8. Resolutions regarding
a) adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet
b) appropriation of the company's result according to the adopted balance sheet
c) discharge from liability for the members of the Board of Directors and the CEO
9. Resolution regarding remuneration for the Board of Directors and the Auditors
10. Resolution regarding the number of members of the Board of Directors and Deputies
11. Election of the members of the Board of Directors and Chairman of the Board of Directors
12. Election of the Auditor
13. The Board of Directors' proposal for resolution regarding Guidelines for remuneration to the Senior Management
14. The Board of Directors' proposal regarding authorization for the Board of Directors to resolve on new issue of shares, warrants and/or convertibles
15. The Board of Directors' proposal for a resolution on a directed issue of warrants to
a) the Chairman of the Board of Directors, and
b) the CEO of the company
16.
17. Closing of the meeting
Proposals
Item 2 - Election of Chairman of the meeting
The Nomination Committee proposes Tone Myhre-Jensen at Cederquist, member of the
Item 8 (B) - Resolutions regarding appropriation of the company's result according to the adopted balance sheet
The Board of Directors proposes that no dividend is paid for 2019, and that loss brought forward and the share premium reserve and the result for the year, a total of
The Nomination Committee proposes that remuneration for the Chairman of the Board of Directors shall be unchanged
The remuneration to the Auditors is proposed to be paid in accordance with approved invoice.
Item 10 and 11 - Resolution regarding the number of members of the Board of Directors and Deputies and election of the members of the Board of Directors and Chairman of the Board of Directors
The Nomination Committee proposes that the Board of Directors consists of five members with no deputies and re-election of the Board members
Furthermore, the Nomination Committee proposes that
Further information of the proposed members of the Board of Directors is available at www.endomines.com.
Item 12 - Election of the Auditor
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the registered accounting company
Item 13 - The Board of Directors' proposal for resolution regarding Guidelines for remuneration to the Senior Management
The Board of Directors proposes that the Annual General Meeting resolves on the following guidelines for remuneration to the Senior Management. Senior Management refers to the CEO and the other members of Group Management (the "Management"), as well as members of the Board of Directors, to the extent they receive compensation outside the Board assignment.
The guidelines are applicable to remuneration already agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the 2020 Annual General Meeting. These guidelines do not apply to any remuneration decided or approved by the general meeting.
The guidelines' promotion of the company's business strategy, long-term interests and sustainability
Endomine's strategy is to increase the company's value by developing its assets into financially profitable mines in accordance with sustainable mining practices. In addition,
A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain a Management with high competence and capacity to achieve set goals. To this end, it is necessary that
Types of remuneration, etc.
Remuneration to the Management shall consist of fixed salary, variable remuneration, any performance and share-related incentive programs, pensions and other benefits.
Fixed salary
The fixed salary is reviewed annually and should be market-based and based on competence, responsibility and performance.
Variable remuneration
The variable remuneration shall be designed with the purpose of promoting the company's long-term value creation and be based on outcomes in relation to clearly defined and measurable goals (qualitative, quantitative, general and/or individual), and be maximized in relation to the determined fixed salary. The target components, weighting and target levels can vary from year to year to reflect business priorities and usually balances the Group's financial and operational goals. Currently, these goals include a gold production of 40,000 oz per year within a two-year time period, and 100,000 oz in gold production within five years, as well as continuous profitability. The goals may also include non-financial/operational goals (for example, strategic, environmental, social, or other sustainability-related goals). Generally, the measurement period for variable remuneration is based on performance over a period of approximately twelve months. The variable remuneration shall not exceed the annual fixed salary. Variable remuneration to the members of the Senior Management shall not be pensionable.
When the measurement period for fulfilling the criteria for payment of variable cash compensation has been completed, the extent to which the criteria have been met shall be assessed/determined. The Remuneration Committee is responsible for the assessment in respect of variable cash remuneration to the CEO. As far as variable cash payments are concerned to other members of Senior Management, the CEO is responsible for the assessment. As far as financial targets are concerned, the assessment shall be based on the latest financial information published by the company.
Performance and share-related incentive programs
Performance and share-related incentive programs within the company are intended to ensure long-term commitment to the company's development, an increased community of interest between the participant in the program and the company's shareholders and shall be implemented on market terms. Performance and share-related incentive programs shall be decided by the Annual General Meeting and are therefore not covered by these guidelines.
Pension and other benefits
Senior Management's pension terms shall be based on defined contribution pension solutions and follow or correspond to, and thus be limited to, the general pension plan in accordance with the ITP plan. Regarding employment conditions that are governed by rules other than Swedish, in so far as pension benefits and other benefits are concerned, appropriate adjustments may be made to comply with mandatory rules or fixed local practice, whereby the general purpose of these guidelines shall be met as far as possible.
Non-monetary benefits to members of the Senior Management shall facilitate the performance of the Senior Management and correspond to what may be considered reasonable in relation to practices in the market in which each member of the Senior Management operates. Premiums and other costs arising from such benefits may amount to a maximum of 20 per cent of the fixed annual cash salary.
Termination of employment
In case of termination of employment contracts by the company, the notice period shall not exceed twelve months. Severance pay and fixed salary for a member of the Management should in general not exceed an amount corresponding to the fixed salary for twelve months upon termination by the company.
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee's and the Board of Directors' basis of their decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
Remuneration to the Board of Directors in addition to the fees decided at the Annual General Meeting
Members of the Board of Directors elected by the Annual General Meeting may in special cases receive remuneration for services within their respective areas of competence, which do not constitute Board work. For these services a market-based remuneration must be paid, which the Board of Directors must approve. These guidelines shall apply to such remuneration.
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a Remuneration Committee. The committee's tasks include preparing the Board of Directors' decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for remuneration to Senior Management as well as the current remuneration structures and compensation levels in the company. The members of the Remuneration Committee are independent of the company and its executive management. The CEO and other members of the executive management do not participate in the Board of Directors' processing of and resolutions regarding remuneration-related matters in so far as the remuneration concerns themselves.
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability. As set out above, the Remuneration Committee's tasks include preparing the Board of Directors' resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines. If the Board of Directors deviates from the Guidelines for remuneration to Senior Management, this shall be reported in remuneration report before the next Annual General Meeting.
Item 14 - The Board of Directors' proposal regarding authorization for the Board of Directors to resolve on new issue of shares, warrants and/or convertibles
The Board of Directors proposes that the Annual General Meeting authorizes the Board to, for one or more occasions, until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, for cash payment through set-off or through payment in kind, decide on a new issue of shares, warrants and/or convertibles. Issues pursuant to such authorization may correspond to an increase of
Item 15 - The Board of Directors' proposal for a resolution on a directed issue of warrants to a) the Chairman of the Board and b) the CEO of the company
On
On
In order to fulfil the company's obligations under the Loan, the Board of Directors proposes that the Annual General Meeting resolves upon a directed issue of a maximum of 2,036,456 warrants on the following main terms:
a) The Board of Directors proposal for a resolution on a directed issue of warrants to the Chairman of the Board of Directors
The Chairman of the Board of Directors,
b) The Board of Directors proposal for a resolution on a directed issue of warrants to the company's CEO
The company's CEO
Common Terms
1. Warrants shall be issued in series 2020/2023:2.
2. The series includes no more than 2,036,456 warrants. Each warrant entitles the warrant holder to subscribe for one (1) new share in the Company.
3. The subscription price for the warrants shall be
4. The warrants shall be subscribed for no later than
5. Subscription of warrants is made by way of payment in cash no later than
6. Subscription of new shares in the company by way of exercising the warrants can be made during a period of ten (10) business days from and including the last business day in March, June, September and December. First day to subscribe is
7. At subscription of shares the price per share shall be
8. By subscription of 2,036,456 shares the company's share capital may be increased by no more that
9. The new shares will entitle to dividend as from the time the new shares are recorded in the shareholders register maintained by
10. The complete terms and conditions for the warrants, including applicable rules for recalculation, is set out in the complete terms and conditions for the warrants, which will be available at the company and on the company's website www.endomines.com no later than on Monday
The reason for the deviation from the shareholders' preferential rights and the basis for the subscription price for the warrants are to fulfil the obligations arising from the terms of the Loan in accordance with the above.
Item 16 -
The Board of Directors proposes that the Annual General Meeting resolves that the Articles of Association are amended. The limits of the number of shares and share capital are proposed to be changed so that the share capital shall amount to not less than
Current Proposed
wording wording
§ 1 Company § 1 Company
name name
The Company's The Company's
name shall be business name
(publ). företagsnamn)
is
AB
§ 4 Share § 4 Share
capital capital
The share The share
capital shall capital shall
amount to not amount to not
less than SEK less than SEK
150,000,000 300,000,000
and not more and not more
than SEK than SEK
600,000,000. 1,200,000,000.
§ 5 Number of § 5 Number of
shares shares
The number of The number of
shares shall shares shall
amount to not amount to not
less than less than
50,000,000 100,000,000
and not more and not more
than than
200,000,000. 400,000,000.
§ 9 § 9
Notification Notification
for, as well for, as well
as right to as right to
participation participation
in a General in a General
Meeting Meeting
To be able to Shareholders
participate who wish to
in a General participate in
Meeting, a a General
shareholder Meeting shall
shall be notify the
included in a company no
printout or later than on
other the day
presentation mentioned in
of the share the notice
register in convening the
full relating meeting. This
to five day may not be
business days a Sunday, any
before the other public
meeting, and holiday,
also notify Saturday,
the Company Midsummer Eve,
no later than
the day Eve and may
mentioned in not be earlier
the notice than the fifth
convening the business day
meeting. This before the
day may not meeting.
be a Sunday,
any other
public
holiday,
Saturday,
Midsummer
Eve,
or
Eve
not be
earlier than
the fifth
business day
before the
meeting.
§ 10
Collection of
powers of
attorney and
voting by post
The Board of
Directors may
collect powers
of attorney in
accordance
with the
procedure
described in
Chapter 7,
section 4,
second
paragraph of
the Companies
Act
(2005:551).
The Board of
Directors has
the right
before a
General
Meeting to
decide that
shareholders
shall be able
to exercise
their right to
vote by post
before the
General
Meeting.
§ 12 Record § 13 Record
day provision day provision
The Company's The Company's
shares shall shares shall
be registered be registered
in a central in a central
securities securities
depository depository
register register
pursuant to pursuant to
the Swedish the Swedish
Financial Central
Instruments Securities
Act Depositories
(1998:1479). and Financial
The Instruments
shareholder (Accounts) Act
or nominee (1998:1479).
who on the The
record date shareholder or
is registered nominee who on
in the share the record
register and date is
in a central registered in
securities the share
depository register and
register in a central
pursuant to securities
Chapter 4 of depository
the Swedish register
Financial pursuant to
Instruments Chapter 4 of
Act the Swedish
(1998:1479) Central
or any person Securities
who is Depositories
registered in and Financial
a central Instruments
securities (Accounts) Act
depository (1998:1479),
account or any person
pursuant to who is
Chapter 4, registered in
Section 18 a central
first securities
paragraph 6-8 depository
of the account
mentioned pursuant to
Act, shall be Chapter 4,
deemed to be Section 18,
authorised to first
exercise the paragraph 6-8,
rights set of the
out in mentioned Act,
Chapter 4, shall be
Section 39 of deemed to be
the Swedish authorised to
Companies Act exercise the
(2005:551). rights set out
in chapter 4 §
39 of the
Swedish
Companies Act
(2005:551).
Miscellaneous
Specific majority requirements
For a valid resolution of the Annual General Meeting pursuant to the Board of Directors' proposals in items 14 and 16, it is required that the resolution of the general meeting is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Annual General Meeting. For a valid resolution in accordance with item 15, the resolution of the Annual General Meeting is supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the Annual General Meeting.
Authorisation
The Board of Directors, the CEO or whomever the Board of Directors may appoint, is authorized to make such minor adjustments of the Annual General Meeting's resolutions as may prove necessary in connection with the registration with the Swedish Companies Registration Office as well as
Number of shares and votes
As per the day of this notice, there is a total of 115,912,640 shares in
Shareholders' right to request information
Upon request by any shareholder and where the Board of Directors believes that such may take place without significant harm to the company, the Board of Directors and CEO should provide information at the Annual General Meeting in respect of any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the company's or a subsidiary's financial position and as regards the company's relationship to other group companies and the consolidated accounts.
Documents
Complete proposals, the Board of Directors' presentation of the results of the Remuneration Committees' evaluation pursuant to the Swedish Code of Corporate Governance and the Auditor's Report (in Swedish) pursuant to Chapter 8, Section 54 of the Swedish Companies Act and complete terms and conditions for the warrants will be available at the company and at the company's website www.endomines.com, from no later than Monday
Processing of personal data
For information on how your personal data is processed, see the Privacy notice available on Euroclear's website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Board of Directors
For further information, please contact:
Marcus Ahlström, Deputy CEO and CFO, +358 50 544 68 14, marcus.ahlstrom@endomines.com
This information was submitted for publication through the contact person set out above at
About
The shares trade on Nasdaq Stockholm (ENDO) and Nasdaq Helsinki (ENDOM).
https://news.cision.com/endomines-ab/r/notice-to-annual-general-meeting-of-endomines-ab--publ-,c3122122
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