Notice of annual general meeting of IGE Resources AB (publ)
Notice is hereby given of the annual general meeting (AGM) with the
shareholders of IGE Resources AB (publ), 556227-8043, on Friday, August
2, 2013 at 11 am at Hotel Rica (conference premises: Stockholm Norra)
with address Slöjdgatan 7 in Stockholm.
Participation
Shareholders who wish to participate in the AGM must,
- firstly be recorded in the share register maintained by
Euroclear Sweden AB on Friday, July 26, 2013 (see also under the
headline Nominee-registered shares below), and
- secondly notify their intention to attend the AGM not later
than 4 pm on Monday, July 29, 2013 at the address IGE Resources AB,
Kungsgatan 44 (7th floor), SE-111 35 Stockholm, Sweden, or by telephone
+46 8 402 28 06 or e-mail agm2012@ige.se. When notifying the company,
please state your name, personal identity/registration number, address,
shareholding and details about any assistants (not more than 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 in advance of Friday, July 26, 2013,
which is the day when such entry must have been executed in order to be
considered in the excerpt of the share register, made by Euroclear
Sweden AB.
Shareholders registered in the Norwegian Verdipapirsentralen 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 connection thereto, shareholders must notify
DnB Bank about this at the address Verdipapirservice, Stranden 21, 0021
Oslo or by fax: +47 22 94 90 20 no later than 12 noon on Wednesday, July
24, 2013, in order for DnB Bank to be able to ensure that an entry is
made in the register of shareholders kept by Euroclear Sweden AB by
Friday, July 26, 2013, which is the day when such entry must have been
executed. Following the AGM, DnB Bank will arrange for the shares to be
re-registered in the Norwegian Verdipapirsentralen.
Proxy etc.
The rights of shareholders during the AGM may be exercised by an
authorized representative (proxy). Any proxies must be presented in
original. Proxies in original should be sent to the company under the
above address. A proxy form will be available at the company's website,
www.ige.se. Representatives of legal entities must present registration
documents in original or a certified copy of the same or equivalent
proof of authorization.
Information about the total amount of shares and votes
As of the date of this notice, there are 181,749,225 ordinary shares and
votes in the company.
Proposed agenda
1. Opening of the AGM
2. Election of chairman of the AGM
3. Preparation and approval of the voting list
4. Approval of agenda
5. Appointment of one or two persons to attest the minutes
6. Determination whether the AGM has been duly convened
7. a) Presentation by the Managing Director
b) Presentation of the annual report and the auditors' report as well as
the consolidated accounts and auditors' report on the consolidated
accounts
8. Resolution regarding the:
i. adoption of the profit and loss account and balance sheet and, where
appropriate, the consolidated profit and loss account and consolidated
balance sheet
ii. allocation of the company's profits or losses as set forth in the
adopted balance sheet
iii. discharge from liability of the directors of the board and the
managing director
9. Resolution on the number of directors and deputy directors of the
board and the number of auditors and alternate auditors
10. Determination of the remuneration to the board of directors and the
auditors
11. Election of directors of the board and auditors and deputy auditors
12. Resolution regarding principles for appointing a Nomination
Committee
13. Resolution regarding guidelines for compensation to key employees
14. Resolution on reverse split and amendments of the Articles of
Association
15. Approval of Ghana Gold acquisition with restructured content and on
revised transaction terms
16. Closing of the AGM
Proposals on resolutions
Item 8 ii.: Allocation of the company's profit or loss
The board proposes that no dividend is paid regarding the financial year
2012 and that the funds available is brought forward.
Item 9: Number of directors and deputy directors and auditors and
alternate auditors
The board's proposal will be announced at the latest three weeks prior
to the AGM.
Item 10: Determination of the remuneration to the board of directors and
the auditors
The board proposes that the remuneration is unchanged per director with
the remuneration to the chairman amounting to NOK 500,000 and NOK
300,000 to each director not employed by the company.
Item 11: Election of directors of the board and auditors and deputy
auditors
The board's proposal will be announced at the latest three weeks prior
to the AGM.
Item 12: Resolution regarding principles for appointing a Nomination
Committee
The company has not had a Nomination Committee during the year but the
intention is to comply with the principles following the AGM. The board
proposes principals substantially equivalent with the previously
resolved model for appointment of the Nomination Committee.
Item 13: Resolution regarding guidelines for compensation to key
employees
The board proposes that last year's principles are approved by the AGM.
Item 14: Resolution on reverse split and amendments of the Articles of
Association
The board proposes that the AGM resolves on a reverse split of shares,
meaning that five (5) shares are consolidated into one (1) share.
According to Norwegian stock exchange rules, the share price must be
above NOK 1. The reverse split is intended to resolve this issue. The
resolution will be registered by the Swedish Companies Registration
Office and it is proposed that the board is authorized to decide the
record date for the reverse split.
For those shareholders who on the record date do not hold a number of
shares equally divisible with five, the surplus shares will be sold at
the Company's expense and the proceeds of the sale will be distributed
among those shareholders.
The reverse split requires the wording of the Articles of Association (§
5) as regards the number of shares is changed in accordance with the
following:
§ 5 Number of shares
The number of shares shall be a minimum of 30,000,000 and a maximum of
120,000,000.
Item 15: Approval of Ghana Gold acquisition with restructured content
and on revised transaction terms
As separately announced, the parties are currently renegotiating the
transaction structure not to involve any share issuance of IGE. In
addition, partial or full reversal of the transaction is also under
evaluation. The transaction may, however, still be subject to
shareholder approval. IGE will announce more information well in advance
of the AGM.
Miscellaneous
Proxy forms will be available at the Company on the address above and at
the Company's website www.ige.se at least three weeks in advance of the
AGM and the board of directors' complete proposal of resolutions will be
available in accordance with the above. Accounting documentation and the
auditor's report were made available on the address above and at the
Company's website www.ige.se on June 28, 2013. The documents will also
be sent to shareholders upon request provided that the shareholders
state their postal address.
The shareholders are reminded of their right to request information in
accordance with Chapter 7 Section 32 of the Swedish Companies Act.
***
Stockholm, July, 2013
IGE Resources AB (publ)
The Board of Directors