The shareholders of Sotkamo Silver Aktiebolag (publ) are hereby invited
to attend the Annual General Meeting (AGM) to be held on Monday, March
23, 2015, at 13.30 p.m. at Jernkontoret, Kungsträdgårdsgatan 10 in
Stockholm, Sweden. Registration will open at 13.00 p.m.
Attendance
A shareholder wishing to attend the AGM must be registered as
shareholder on Tuesday, March 17, 2015 in the shareholders register
maintained by Euroclear Sweden AB.
Notice of intention to attend the AGM can be made to the Company no
later than on Wednesday, March 18, 2015, in writing to Sotkamo Silver
Aktiebolag, AGM, Hovslagargatan 5 B, 111 48 Stockholm, Sweden; by phone
+ 46 708-666 799; or by e-mail to agnetha.pernerklint@silver.fi. The
notification shall include name, date of birth or corporate registration
number and day-time telephone number.
Nominee registered shares
Shareholders whose shares are registered in the name of nominee must, in
order to be entitled to attend the AGM, request that their nominee
re-register their shares in their own name so that the shareholder is
registered in the shareholders register maintained by Euroclear Sweden
AB on Tuesday, March 17, 2015. Shareholders wishing to re-register their
shares in their own name must inform its nominee well in advance of
Tuesday, March 17, 2015, when such registration at the latest must be
executed.
Shareholders whose shares are registered in the name of nominee at
Euroclear Finland Ab must, in order to be entitled to attend the AGM,
request to be temporarily registered into the temporary shareholders’
register held by Euroclear Finland Ab. Shareholders wishing to be
temporarily registered into such temporary shareholders’ register must
inform its nominee of this well in advance of Tuesday, March 17, 2015,
at 10.00 a.m. Finnish time, when such registration at the latest must be
executed.
Representatives, etc.
Shareholders who are represented by proxy shall issue a dated proxy in
writing for the representative. The proxy is valid one year from the
issuing, unless a longer validity period (not exceeding five years) is
stated in the proxy. If the proxy is issued by a company or other legal
entity, it must be accompanied with a qualifying certificate such as
registration certificate or similar document of authorization. The
original proxy and any documents of authority should well in advance of
the AGM be sent to Sotkamo Silver Aktiebolag, AGM, Hovslagargatan 5 B,
111 48 Stockholm, Sweden. Proxy forms are available on the Company’s
website, www.silver.fi and will be sent to shareholders upon request.
Attachment: Summons to Annual General Meeting
http://www.silver.fi/sivu/en/general\_meetings/
Sotkamo Silver AB (publ) discloses the information provided herein
pursuant to the Swedish Securities Markets Act and/or the Financial
Instruments Trading Act.
The offical Stock Exchange Releases are given in Swedish and there may
be slight differences in the translated versions.
Stockholm, 19th February 2015
Sotkamo Silver AB
Timo Lindborg, CEO
The Company\'s press releases and financial reports are distributed via
NGM and are available on www.silver.fi For further information please
contact Timo Lindborg, CEO on +46-8-304920.
About Sotkamo Silver AB:
Sotkamo Silver AB´s business concept is to exploit mineral deposits in
the Nordic countries with regards to human society and environment.
Sotkamo Silver owns, through its subsidiary mineral deposits, which
contains silver and gold in Finland. The Company’s main development
project is the Silver Mine project in the municipality of Sotkamo.
Sotkamo Silver applies SveMin’s & FinnMin’s respective rules of
reporting for public mining & exploration companies. Sotkamo Silver
has chosen to report mineral resources and ore reserves according to the
internationally accepted JORC or NI 43-101-code. The company applies
International Financial Reporting Standards (IFRS) as approved by the
European Union.
The ticker symbol is SOSI in NGM Equity in Stockholm and SOSI1 in NASDAQ
OMX Helsinki. ISIN-code for Sotkamo Silver shares is SE0001057910.
Read more about Sotkamo Silver on www.sotkamosilver.com or www.silver.fi
For further information: Timo Lindborg, CEO, tel. +358 40 508 3 507
The official Stock Exchange Release is issued in Swedish and there may
be slight differences in the translated versions.
ATTACHMENT
NOTICE OF ANNUAL GENERAL MEETING IN SOTKAMO SILVER AKTIEBOLAG (PUBL)
The shareholders of Sotkamo Silver Aktiebolag (publ) are hereby invited
to attend the Annual General Meeting (“AGM”) to be held on Monday, March
23, 2015, at 13.30 p.m. at Jernkontoret, Kungsträdgårdsgatan 10, in
Stockholm, Sweden. Registration will open at 13.00 p.m.
Attendance
A shareholder wishing to attend the AGM must be registered as
shareholder on Tuesday, March 17, 2015, in the shareholders register
maintained by Euroclear Sweden AB.
Notice of intention to attend the AGM can be made to the Company no
later than on Wednesday, March 18, 2015, in writing to Sotkamo Silver
Aktiebolag (publ), AGM, Hovslagargatan 5 B, 111 48 Stockholm, Sweden; by
phone + 46 708-666 799; or by e-mail to agnetha.pernerklint@silver.fi.
The notification must include name, date of birth or corporate
registration number and day-time telephone number.
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee must,
in order to be entitled to attend the AGM, request that their nominee
re-register their shares in their own name so that the shareholder is
registered in the shareholders register maintained by Euroclear Sweden
AB on Tuesday, March 17, 2015. Shareholders wishing to re-register their
shares in their own name must inform its nominee well in advance of
Tuesday, March 17, 2015, when such registration at the latest must be
executed.
Shareholders whose shares are registered in the name of a nominee at
Euroclear Finland Ab must, in order to be entitled to attend the AGM,
request to be temporarily registered into the temporary shareholders’
register held by Euroclear Finland Ab. Shareholders wishing to be
temporarily registered into such temporary shareholders’ register must
inform its nominee of this well in advance of Tuesday, March 17, 2015,
at 10.00 a.m. Finnish time, when such registration at the latest must be
executed.
Representatives, etc.
Shareholders who are represented by proxy must issue a dated proxy in
writing for the representative. The proxy is valid one year from the
issuing, unless a longer validity period (not exceeding five years) is
stated in the proxy. If the proxy is issued by a company or other legal
entity, it must be accompanied with a qualifying certificate such as a
registration certificate or similar document of authorization. The
original proxy and any documents of authority should well in advance of
the AGM be sent to Sotkamo Silver Aktiebolag, AGM, Hovslagargatan 5 B,
111 48 Stockholm, Sweden. Proxy forms are available on the Company’s
website, www.silver.fi and will be sent to shareholders upon request.
Proposed Agenda
1. Opening of the AGM.
2. Election of chairman of the AGM.
3. Preparation and approval of voting list.
4. Approval of the agenda.
5. Election of one or two persons to approve the minutes.
6. Determination whether the AGM has been duly convened.
7. Presentation of the annual report and the audit report, the
consolidated annual report and the consolidated audit report.
8. Managing director´s address.
9. Resolution regarding adoption of the income statement and the
balance sheet and the consolidated income statement and the
consolidated balance sheet.
10. Resolution regarding allocation of earnings according to the adopted
balance sheet.
11. Resolution regarding discharge from liability of the directors and
the managing director.
12. Presentation of the nominating committees’ proposals regarding item
13-16 below.
13. Resolution regarding the number of directors and the number of
deputies.
14. Resolution regarding fees to the directors and the auditors.
15. Election of directors, chairman of the board and deputies.
16. Election of auditors.
17. Establishment of guidelines for the nominating process.
18. Establishment of guidelines for the remuneration to management.
19. Resolution to authorize the Board to issue new shares, issue of
warrants and/or convertibles.
20. Closing of the AGM.
Proposals by the nominating committee (items 2 and 13-16)
In accordance with the guidelines adopted by the AGM in 2014 a
nominating committee has been appointed. The nominating committee, which
consists of Kimmo Viertola, chairman, Kari Itälahti and Matti Rusanen,
proposes:
* That Bertil Brinck is elected chairman of the AGM.
* That the board of directors shall comprise of four members without
deputies.
* Unchanged fees to the directors totalling SEK 450,000, of which SEK
150,000 to the chairman and SEK 100,000 to each of the other
non-executive directors. No separate fees are paid for committee work.
Further, it is proposed that following a separate agreement with the
company, a director may invoice its fee as a board member, together
with statutory social security contributions and value added tax
according to law, through a company owned by the director in the
country where the director resides, subject to the condition that such
payment is cost neutral to the company.
* That the auditor’s fees are payable on account.
* Re-election of the directors Teuvo Jurvansuu, Katja Keitaanniemi,
Jarmo J. Vesanto and Mauri Visuri.
* Re-election of Mauri Visuri as chairman of the board of directors.
* Election of the registered auditing company PWC AB as the auditor of
the Company until the end of the AGM in 2016 and with the auditor Anna
Rosendal as the auditor in charge until further notice.
Proposals by the board of directors (items 10 and 17-19)
Item 10 - Allocation of earnings
The board of directors and the managing director propose that the
accumulated losses are carried forward. The board of directors proposes
that no dividend will be paid for 2014.
Item 17 – Nominating committee
The board of directors of the Company proposes that the annual general
meeting (“AGM”) adopt the following guidelines for the nominating
process. The shareholder, based on statistics from Euroclear Sweden AB,
which holds the largest number of shares and voting rights as of August
31, 2015, will after consultation with the three next biggest
shareholders appoint a nominating committee of three persons. The
composition of the nominating committee will be published at the latest
in the Interim Report for the third quarter of 2015. The nominating
committee’s task is to present proposals to the AGM regarding the number
of the directors and deputies, the composition of the board and the fees
payable to the directors and special fees payable for committee
assignments, if any. Further, the nominating committee will present
proposals for the chairman of the board and the chairman to preside over
the AGM and on the auditors and their fees. The chairman of the
nominating committee is appointed by the nominating committee. The
mandate period of the nominating committee lasts until a new nominating
committee has been appointed. If a member of the nominating committee
leaves the nominating committee before its task has been completed or if
a material change occurs in the ownership structure of the Company after
the appointment of the nominating committee, the nominating committee’s
composition will be changed in accordance with the above principles.
Changes in the composition of the nominating committee will be published
on the Company’s website. The nominating committee’s proposals will be
publicly announced in connection with the publication of the notice of
the AGM. In connection with its assignment the nominating committee will
fulfil the duties incumbent on it according to a company’s nominating
process as stated in the Swedish Code of Corporate Governance. At the
request of the committee the Company will provide personnel resources,
such as a secretarial function for the nominating committee to
facilitate the work of the nominating committee. Where needed the
Company will also bear reasonable costs for external consultants, which
are deemed necessary by the nominating committee to fulfil its
assignment. Item 18 - Guidelines for compensation to management
The board of directors proposes principles for remuneration and other
employment terms consistent with the guidelines adopted at the AGM in
2014. The proposal mainly involves that the Company will offer its
executives market-based remuneration, which will enable the Group to
recruit and retain qualified employees. With senior management and
senior executives are meant the managing director and other members of
the management. The remuneration may consist of the following components
(i) fixed base salary, (ii) variable compensation, (iii) pension
benefits and (iv) other customary benefits. The variable remuneration
will be paid based on performance goals achieved by the Company as a
whole and performance targets for the individual employee. The variable
salary will be maximized to 25 per cent of the fixed salary. Pension
benefits should be premium-based and may reach 20 per cent of base
salary. The board of directors may diverge from the above principles if
special reasons apply in an individual case.
Item 19 – Authorization for the board to issue new shares, issue of
warrants and/or convertibles
The board of directors proposes that the AGM decides to authorize the
board during the period until the next AGM to issue new shares, issue of
warrants and/or convertibles, on one or more occasions and with or
without preferential rights for the shareholders. Board resolutions
under this authorization may result in a maximum dilution of ten (10)
per cent of the total number of shares outstanding at the time of the
first board resolution in accordance with this authorization. The
decision may provide for that the newly issued shares, warrants or
convertible bonds could be paid in assets contributed in kind, by
set-off or otherwise characterized by conditions pursuant to Chapter 13,
Section 5, first subparagraph 6, Chapter 14, Section 5, first
subparagraph 6 or Chapter 15, Section 5, first subparagraph 4 of the
Swedish Companies Act. The board is authorized to decide additional
terms and conditions for the new issue or issue.
Other
The total number of shares and votes in the Company as of the day of
this notice is 20,643,198.
The proposals of the nominating committee, its motivated statement with
information about the persons proposed to be elected as directors will
be held available at the Company’s head offices at Hovslagargatan 5 B in
Stockholm, Sweden, and on the Company’s website: www.silver.fi at the
latest on Monday, March 2, 2015 and will be sent to shareholders upon
request.
The annual report, the auditor’s report, the auditor’s statement on
application of guidelines for compensation, the board of directors’
complete proposals concerning items 17-19 on the agenda and a proxy form
will be held available at the Company’s head offices at Hovslagargatan 5
B in Stockholm, Sweden, and on the Company’s website: www.silver.fi at
latest on Monday, March 2, 2015 and will be sent to shareholders upon
request.
All of the documents referred to above will also be held available at
the AGM.
A decision regarding item 19 on the agenda must be supported by
shareholders representing at least two thirds of both the cast votes and
the shares represented at the AGM.
The shareholders are informed of their right under the Swedish Companies
Act to request information at the AGM regarding circumstances which may
affect the assessment of an item on the agenda and conditions that may
affect the assessment of the Company\'s financial situation.
Stockholm in February 2015
The board of directors
SOTKAMO SILVER AKTIEBOLAG (publ)
This is a translation of the Swedish version of the notice. In case of
any discrepancies, the Swedish version shall prevail.
