Notice to attend the Annual General Meeting in Auriant Mining AB (publ.)
The shareholders in Auriant Mining AB (publ.) (”Company”), 556659-4833, are hereby given notice to attend an Annual General Meeting on Tuesday, May 19, 2020 at 2.00 p.m. at Näringslivets Hus, Storgatan 19, 114 85 Stockholm. Registration for the meeting commences at 1.30 p.m.
Shareholders wishing to participate in the meeting must:
(i) Be entered in the shareholders’ register kept by Euroclear Sweden AB (the Swedish Central Securities Depositary & Clearing Organization) as of the record date Wednesday 13 May 2020. Shareholders who have had their shares registered in the name of a nominee must, well in advance of Wednesday 13 May 2020, through the nominee, temporarily register the shares in their own name in order to be entitled to participate in the meeting.
(ii) Notify the Company of their attendance no later than on Wednesday 13 May 2020 via email at the address email@example.com, via tel 08-624 26 80 or via letter to Auriant Mining AB, Box 55696, 102 15 Stockholm, Sweden. Notification must include full name, personal ID number or corporate registration number, address and telephone number and, if applicable, information about proxy, representative and assistant.
In order to facilitate entry to the meeting, notification should, when appropriate, be accompanied by powers of attorney, registration certificate and other authorization documents. Forms for power of attorney can be downloaded from the Company’s website www.auriant.com. A person representing a legal entity must present a registration certificate, not older than one year, or equivalent documentation indicating the signatory right.
Information related to the new Coronavirus (COVID-19)
In light of the decision by the Public Health Agency of Sweden to raise the risk level for infectivity relating to the new coronavirus in Sweden, the Company has decided, among other things, to take the following precautionary measures in relation to the Annual General Meeting:
- No food or beverages will be served.
- The meeting will be recommended to pass a resolution that no guests nor others who are not legally entitled to attend the meeting, are allowed to be present at the meeting venue.
- There will be no speeches by the Chairman of the Board of Directors, the CEO or the representative of the Nomination Committee. However, the CEO’s presentation will be published on the Company’s website before the meeting. The Chairman and the CEO will join the meeting by teleconference for questions.
- Shareholders are welcome to send questions in advance of the meeting to firstname.lastname@example.org
- The meeting will be kept as short as possible without infringing the
rights of the shareholders.
Any shareholders with symptoms of illness, who have recently travelled to a risk area, or who are considered to be part of a risk group, are requested to refrain from attending in person, and to instead attend and exercise their voting rights through a proxy holder. Shareholders who wish to authorize a proxy holder should use forms for power of attorney available at the Company’s website www.auriant.com.
The Company will continue to monitor the situation and may take further measures, which will be posted on the Company’s website.
Number of shares and votes
At the time of issuing the notice to attend the Annual General Meeting, the Company has a total of 98,648,502 registered shares, with one vote per share. As of the same date, the Company is holding no shares in treasury.
Shareholders’ information right
According to Chapter 7 section 32 of the Swedish Companies Act (2005:551), shareholders present at the Annual General Meeting have the right to request information for instance regarding the matters on the agenda or the Company's financial situation.
1) Opening of the Annual General Meeting.
2) Election of the chairman of the meeting.
3) Preparation and approval of the voting list.
4) Approval of the agenda.
5) Election of one or two persons to attest the minutes of the meeting.
6) Determination of whether the meeting has been duly convened.
7) Presentation of the annual report and audit report and the consolidated accounts and group audit report and in connection with this, report by the auditor regarding the audit work.
8) Resolution on:
a) adoption of profit and loss account and balance sheet and consolidated profit and loss account and consolidated balance sheet,
b) allocation regarding the Company’s profit/loss in accordance with the adopted balance sheet,
c) discharge of liability for the board members and the CEO.
9) Resolution on the number of board members and deputies.
10) Resolution on remuneration to the board of directors, deputies and the auditor.
11) Election of board members, deputies and chairman of the board.
12) Election of auditor.
13) Resolution on the principles of appointment of nomination committee and instruction for the nomination committee.
14) Resolution on guidelines for remuneration to executive management.
15) Resolution on authorisation for the board of directors to resolve upon issue of shares.
16) Closing of the Annual General Meeting.
PROPOSALS BY THE NOMINATION COMMITTEE
The nomination committee consisting of Per Åhlgren, chair of the committee (appointed by GoMobile Nu AB), Ekaterina Drozdova (appointed by Bertil Holdings Ltd), and the chairman of the board of directors of Auriant Mining AB Lord Daresbury (Peter), have submitted the following proposals:
2. Election of the chairman of the meeting
The nomination committee proposes that advocate David Andersson be appointed chairman of the meeting.
9. Resolution on the number of board members and deputies
The nomination committee proposes that the board shall consist of four (4) members with one (1) deputy board member.
10. Resolution on remuneration to the board of directors, deputies, and the auditor
The nomination committee proposes that the remuneration to the chairman of the board shall be SEK 400,000 and SEK 250,000 to each of the other ordinary board members and to the deputy board member. If any committee is established by the board, it is proposed that remuneration to each member of the committee shall be paid in the amount of SEK 25,000 per annum for participation in it. The maximum amount of remuneration payable to the board, including remuneration for work in committees, is SEK 1,725,000.
The nomination committee proposes that the auditor’s fees be approved in line with agreement between the Company and the auditor.
11. Election of board members, deputies and chairman of the board
The nomination committee proposes re-election of Peter Daresbury and Preston Haskell as members of the board. The nomination committee proposes election of Danilo Lange and Jukka Pitkäjärvi as new board members. The nomination committee proposes re-election of James Provoost Smith as deputy board member. The nomination committee proposes that Peter Daresbury be re-elected as the chairman of the board.
12. Election of auditor
The nomination committee proposes re-election of the accounting firm Öhrlings PricewaterhouseCoopers AB. Öhrlings PricewaterhouseCoopers AB has informed the nomination committee that, if the committee’s proposal is adopted by the general meeting, Anna Rozhdestvenskaya will act as auditor-in-charge.
13. Resolution on the principles of appointment of the nomination committee and instruction for the nomination committee
It is proposed by the nomination committee that it shall consist of the chairman of the board and three other members, each appointed by one of the three owners with the largest number of voting rights. The selection of the three largest shareholders shall be made on the basis of the share register of the Company kept by Euroclear Sweden AB as of the last banking day in September. However if it becomes known to the Company that two or more of the largest shareholders are controlled by the same physical person(s) (or the same physical person(s) holds shares in the Company both directly and through a Company controlled by him) then all such shareholders shall be considered to comprise one shareholder for the purposes of the participation in the nomination committee. At the earliest convenient date after the end of September the Chairman of the Board shall contact the three shareholders with the largest number of voting rights, as determined above, and request that they each appoint a member to the nomination committee. If any of the three shareholders with the largest number of voting rights decline their right to appoint a member to the nomination committee, the shareholder with the next largest number of voting rights shall be provided with the opportunity to appoint a member. If such shareholder also declines its right to appoint a member to the nomination committee or does not respond to the request within a reasonable time then the nomination committee shall be constituted by the remaining members. Unless the nomination committee members decide otherwise, the chairman of the nomination committee shall be the member, appointed by the shareholder with the largest number of voting rights in the Company. If a member leaves the nomination committee before its work is completed and if the nomination committee considers that there is a need to replace this member, then the nomination committee shall appoint a new member.
Instruction for the nomination committee
The nomination committee shall prepare the following proposals to be submitted to the Annual General Meeting for resolution:
a) proposal regarding chairman of the Annual General Meeting,
b) proposal regarding the number of board members,
c) proposal regarding election of board members, deputies and chairman of the board of directors,
d) proposal regarding directors’ fees for each of the directors and deputies as well as remuneration for committee work,
e) proposal regarding election of an auditor,
f) proposal regarding auditor’s fees,
g) proposal regarding principles of appointment of the nomination committee,
h) proposals on such other matters as may be required by the Swedish Corporate Governance Code; and
i) if deemed necessary, proposal regarding changes to this instruction.
The nomination committee shall seek the Finance and Audit Committee’s recommendation on the election of an auditor. If the nomination committee’s proposal to the Annual General Meeting differs from the committee’s recommendation, the reasons for not following the committee’s recommendation are to be stated in the proposal.
If the nomination committee’s proposal on any item entails a deviation from the Swedish Corporate Governance Code, the nomination committee shall provide an explanation why the deviation is justified. The explanation is to be included in a statement of the nomination committee where its proposals are presented.
The first meeting of the nomination committee shall be convened by the chairman of the board, and the remaining meetings shall be convened by the chairman of the nomination committee. To be valid, a decision of the nomination committee must be supported by two thirds of its members.
No remuneration shall be paid to the members of the nomination committee. The nomination committee may charge the Company reasonable costs for travelling and investigations.
This instruction for the nomination committee shall apply until the Annual General Meeting resolves to change it.
PROPOSALS BY THE BOARD OF DIRECTORS
8 b) Resolution on allocation regarding the Company’s profit/loss in accordance with the adopted balance sheet
The board of directors and the managing director propose that the Company’s non-restricted equity of SEK 109,332,234 is carried forward and that no dividend is paid for the financial year.
14. Resolution on guidelines for remuneration to executive management
The board of directors proposes that the Annual General Meeting approves the guidelines for remuneration to the executive management of the Auriant Mining group (”Group”), essentially containing the following:
The guidelines shall apply to remuneration and other employment terms and conditions for the managing director and other members of the Group’s management (”Group Management”) and shall apply until the Annual General Meeting of 2021.
The guidelines shall apply to all employment contracts entered into after the meeting’s resolution and, in those cases where amendments are made to the existing terms and conditions, after that point in time. The Company shall aim to offer total remuneration, which is reasonable and competitive, based on the circumstances in the country in question and shall also be allowed to offer a so-called "Sign on" bonus in order to recruit the best personnel. The remuneration shall vary in relation to the performance of the individual and the Group. It is proposed that the total remuneration to the Group Management shall consist of the components stated below.
The fixed salary (”Base Salary”) shall be adjusted to the market and shall be based on responsibility, competence and performance. The fixed salary shall be reviewed every year.
Variable remuneration shall include:
a) monthly variable remuneration, which shall depend on the executive’s individual performance;
b) bonuses, including annual bonuses and one-time bonuses, which shall relate to the Company’s production results, reserves and production goals, and specific goals within each executive’s area of responsibility; and
c) share and share-price related incentive programs.
The maximum amount of variable remuneration paid in cash shall not exceed one annual Base Salary of the executive in question.
The board of directors intends to assess, on a regular basis, the need of long-term incentive programs that are to be proposed to the general meeting.
Old-age pension, healthcare benefits and medical benefits shall, if applicable, be provided in a manner that reflects the regulations and practices in the home country. If possible, pension plans shall be defined contribution plans. In individual cases, depending on the tax and/or social insurance laws applying to the individual in question, other adjusted pension plans or pension solutions may be approved.
The Company shall be able to provide individual members of the Group Management or the entire Group Management with other benefits. These benefits shall not constitute a substantial portion of the total remuneration. The benefits shall, in addition, correspond to normal benefits provided on the market.
Termination and severance pay
Notice of termination of employment shall be no more than twelve months upon termination initiated by the Group and no more than six months upon termination initiated by a member of the management. Severance pay may only be paid out upon termination by the Group or when a member of the Group Management resigns due to a significant change of his/her working conditions, which means the he/she cannot perform adequately.
Derogation from the guidelines
The board of directors shall be entitled to derogate from these guidelines if special reasons exist in an individual case.
15. Resolution on authorisation for the board of directors to resolve upon issue of shares
The board of directors proposes that the Annual General Meeting authorises the board to resolve – at one or several occasions and for the time period until the next annual general meeting – to increase the company’s share capital by new share issues, to the extent that it corresponds to a dilution of not more than 20 percent of the number of shares outstanding at the time of this notice of the Annual General Meeting, after full exercise of the hereby proposed authorisation.
New share issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. Pursuant to Chapter 16 of the Swedish Companies Act, the board of directors may not by virtue of this authorisation resolve on issues to board members in Group companies, employees, etc. The purpose of the authorisation is to increase the financial flexibility of the Company and the acting scope of the board. Should the board of directors resolve on an issue with deviation from the shareholder’s preferential rights, the reason shall be to enable the Company to finance the operations in a fast and efficient way, acquire companies, businesses or parts thereof, or to broaden the ownership of the Company. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions.
The board of directors or the CEO shall have the right to make such minor adjustments in this resolution that may be necessary in connection with the registration of the authorisation with the Swedish Companies Registration Office.
Resolution in accordance with item 15 above requires approval of at least two thirds (2/3) of the shares represented and votes cast at the general meeting.
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Accounts and audit reports as well as complete proposals and other documentation will be available at the offices of Vinge at Stureplan 8, Stockholm and at the Company's website www.auriant.com as of April 28, 2020 and will be sent in connection therewith to the shareholders who so request and state their postal address. The documents will also be available at the Annual General Meeting.
Stockholm in April 2020
Auriant Mining AB (publ)
Board of Directors
For more information please contact:
Sergey Ustimenko, CEO
Tel: +7 495 109 02 82
Company name: Auriant Mining AB
Short name: AUR
Auriant Mining AB (AUR) is a Swedish junior mining company focused on gold exploration and production in Russia, primarily in Zabaikalye and the Republics of Khakassia and Tyva. The company has currently four assets, including two operating mines (Tardan and Solococon), one early stage exploration asset and one development asset.
Since July 19, 2010, Auriant Mining´s shares are traded on Nasdaq First North Premier Growth Market under the short name AUR. For more information please visit www.auriant.com. Mangold Fondkommission is Certified Adviser to Auriant, for more information please call +46 8 503 015 50, e-mail CA@mangold.se or visit www.mangold.se.
Cautionary Statement: Statements and assumptions made in this report with respect to Auriant Mining AB’s (“AUR”) current plans, estimates, strategies and beliefs, and other statements that are not historical facts, are forward-looking statements about the future performance of AUR. Forward-looking statements include, but are not limited to, those using words such as "may", "might", "seeks", "expects", "anticipates", "estimates", "believes", "projects", "plans", strategy", "forecast" and similar expressions. These statements reflect management's expectations and assumptions in light of currently available information. They are subject to a number of risks and uncertainties, including, but not limited to, (i) changes in the economic, regulatory and political environments in the countries where AUR operates; (ii) changes relating to the geological information available in respect of the various projects undertaken; (iii) AUR’s continued ability to secure enough financing to carry on its operations as a going concern; (iv) the success of its potential joint ventures and alliances, if any; (v) exchange rates, particularly between the Russian rouble and the U.S. dollar. In the light of the many risks and uncertainties surrounding any gold production and exploration company at an early stage of its development, the actual results could differ materially from those presented and forecast in this report. AUR assumes no unconditional obligation to immediately update any such statements and/or forecasts. This press release shall not, directly or indirectly, be released, published or distributed in or to the United States, Australia Japan, Canada, New Zealand, Hong Kong, South Africa or other country where such action as a whole or in part is subject to legal restrictions. Nothing in this press release should be considered as an offer to invest or otherwise trade in shares of Auriant Mining AB (publ). The proposed issue will not be directed at residents or those living in the United States, Australia, Japan, Canada, New Zealand, Hong Kong, South Africa or other country where such action would require further prospectus, other offering documentation, registration or other measures beyond those required by Swedish law. No securities will be registered under the United States Securities Act of 1933, a similar law in any state in the United States, or under any provincial law in Canada, nor under the applicable law of another country.
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