The shareholders of Sotkamo Silver Aktiebolag (publ) are hereby invited
to attend the extraordinary shareholders’ meeting (EGM) to be held on
Tuesday 7 June 2016 at 10.00 a.m. at Blasieholmen Restaurang &
Konferens, Blasieholmsgatan 4C, in Stockholm, Sweden. Registration will
open at 9.30 a.m.
Attendance
A shareholder who wishes to attend the EGM must be registered as
shareholder in the shareholders register maintained by Euroclear Sweden
AB on Tuesday 31 May 2016.
Notice of intention to attend the EGM should be made to the company no
later than on Friday 3 June 2016, in writing to Sotkamo Silver
Aktiebolag (publ), EGM, 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 nominee must, in
order to be entitled to attend the EGM, request that their nominee
re-register their shares in the shareholders’ name so that the
shareholder is registered in the shareholders’ register maintained by
Euroclear Sweden AB on Tuesday 31 May 2016. Shareholders who wish to
register their shares in their own name must inform their nominee well
in advance of Tuesday 31 May 2016, 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 EGM,
request to be temporarily registered into the temporary shareholders’
register held by Euroclear Finland Ab. Shareholders who wish to be
temporarily registered into the temporary shareholders’ register must
inform their nominee of this well in advance of Tuesday 31 May 2016
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 no more than 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 EGM be sent to Sotkamo Silver Aktiebolag, EGM, Hovslagargatan 5
B, 111 48 Stockholm, Sweden. Proxy forms are available on the company
website, www.silver.fi and will be sent to shareholders upon request.
Proposed Agenda
1\. Opening of the EGM.
2\. Election of chairman of the EGM.
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 EGM has been duly convened.
7\.a) Resolution regarding adoption of new articles of association.
7\.b) Resolution regarding reduction of the share capital without
redemption of shares.
7\.c) Resolution regarding adoption of new articles of association.
7\.d) Approval of the board of directors’ resolution to issue units
with preferential rights.
7\.e) Resolution regarding implementation of a bonus issue.
7\.f) Resolution regarding reduction of the share capital without
redemption of shares.
8\. Closing of the EGM.
Proposals by the board of directors (items 7.a) – 7.f))
Item 7.a) - Resolution regarding adoption of new articles of association
In order to enable the proposed reduction of share capital under item
7.b) below, the board of directors proposes that the EGM resolves upon
adopting new articles of association pursuant to which the share capital
limits set out in § 4 in the articles of association are changed to not
less than SEK 40,000,000 and not more than SEK 160,000,000. The decision
is conditioned by the EGM’s resolution to reduce the share capital as
set out in item 7.b) below.
Item 7.b) - Resolution regarding reduction of the share capital without
redemption of shares
The board of directors proposes that the EGM resolves upon reducing the
company’s share capital with SEK 95,149,145.97 by allocation to a
non-restricted reserve to be used in accordance with the shareholders’
decision. The reduction of the share capital will be made without
redemption of shares by changing the share quota value from
approximately SEK 6.86 to SEK 2.25 per share.
The reduction of share capital by changing the quota value is made in
order to resolve to approve the issue of units in item 7.d) below. After
the reduction, the share capital will amount to SEK 46,447,195.50
allocated on 20,643,198 shares (prior to the issue of units), each share
with a quota value of SEK 2.25. The decision to reduce the share capital
is conditioned on that the issue of units under item 7.d) and that the
bonus issue under item 7.e), entailing an increase of the share capital
with at least as much as the reduction amount, are registered at the
Swedish Companies Registration Office and that the reduction of the
share capital, the issue of units and the bonus issue together do not
result in a decrease in the company’s share capital.
The decision to reduce the share capital is conditioned by a change of
the articles of association as set out in item 7.a) above.
Item 7.c) - Resolution regarding adoption of new articles of association
(i) Due to the issue of units under item 7.d) below that the board of
directors’ proposes that the EGM resolves to approve, the board of
directors’ proposes that the EGM resolves upon adopting new articles of
association pursuant to which the limits of the number of shares in § 5
in the articles of association are changed to not less than 20,000,000
and not more than 80,000,000.
(ii) Due to the issue of units under item 7.d) below that the board
of directors’ proposes that the EGM resolves to approve, the board of
directors’ proposes that the EGM resolves upon adopting new articles of
association pursuant to which the share capital limits set out in § 4 in
the articles of association are changed to not less than SEK 100,000,000
and not more than SEK 400,000,000 and that the limits of the number of
shares in § 5 in the articles of association are changed to not less
than 70,000,000 and not more than 280,000,000.
The board of directors is authorized to submit for registration the
articles of association adopted in item 7.c) (i) or (ii), which is the
most appropriate with regard to the subscription level in the issue of
units that the board of directors proposes that the EGM approves in item
7.d) below.
Item 7.d) – Approval of the board of directors’ resolution to issue
units with preferential rights
The board of directors proposes, conditioned by the EGM’s resolutions to
change the articles of association as set out in items 7.a) and 7.c) and
to reduce the share capital as set out in item 7.b), that the EGM
resolves to approve the board of directors resolution to issue units as
set out below.
1. The board of directors proposes that the EGM resolves to approve an
issue of not more than 20,643,198 units. One unit consists of four
shares and one warrant. Each warrant entitles to subscription of one
share in the company.
2. Shareholders in the Company registered in the share register kept by
Euroclear on the record date 9 June 2016 shall have preferential
right to subscribe for the units. The shareholders will for every
share they own in the company receive one unit right. One unit right
will entitle to subscribe for one unit.
3. The units will be issued at a subscription price of SEK 9 per unit,
of which SEK 2.25 refers to the respective share. The warrants are
issued without consideration.
4. Subscription for units shall be made during the period from and
including 15 June 2016 up to and including 29 June 2016.
Subscription for units with unit rights shall be made by
simultaneous cash payments. Subscription for units without unit
rights shall made be on subscription lists. Payment for units
subscribed for without unit rights shall be made at the latest three
(3) banking days after notification of the allocation of units has
been sent to the subscriber. The board of directors shall have the
right to prolong the subscription period and the time for payment.
5. Should not all units be subscribed for with unit rights, the board
of directors will decide on allocation of units subscribed for
without subscription rights. Allocation will then be made firstly to
those who have subscribed with unit rights, regardless whether the
subscriber was a shareholder on the record date or not, and, in case
of over-subscription, in relation to the number of unit rights used
for subscription and, if this is not possible, by drawing of lots.
Secondly, allocation will be made to others who have subscribed for
units without unit rights and, if they cannot receive full
allocation, in relation to the number of units notified for
subscription by each one of them, and, if this is not possible, by
drawing of lots. Lastly, any remaining units shall be allocated to
the underwriters who have undertaken to subscribe for units.
Allocation shall in such case be made in accordance with such
underwriting agreements.
6. Subscription can only be done in units and not in shares or
warrants, separately. After the issue of units, the shares and the
warrants will be separated.
7. Each warrant entitles to subscription of one new share in the
company during the period from and including 1 August 2017 up to and
including 31 August 2017, to a subscription price of SEK 4 per
share.
8. If the issue is fully subscribed, and all of the issued warrants are
exercised, the company’s share capital will increase with SEK
232,235,977.50, of which SEK 185,788,782 for the shares in the issue
and SEK 46,447,195.50 for the warrants.
9. If the issue is fully subscribed, and all of the warrants are
exercised, the number of shares in the company will increase by
103,215,990, of which 82,572,792 for the shares in the issue and
20,643,198 for the warrants.
10. The new shares shall entitle to dividends for the first time on the
record date for dividends which occurs nearest after registration of
the shares in the share register kept by Euroclear.
11. The issue of units requires a change of the company’s share capital
limit and the limit of the number of shares in the company’s
articles of association.
The managing director, or the person he may appoint, is hereby
authorized to make the minor changes in the resolution which may prove
necessary in connection with registration of the resolution at the
Swedish Companies Registration Office or Euroclear Sweden AB.
Item 7.e) - Resolution regarding implementation of a bonus issue
The board of directors proposes that the EGM resolves to carry out a
bonus issue thereby increasing the share capital with SEK 95,149,145.97
by making use of the company’s non-restricted equity. The bonus issue is
carried out without issuing new shares.
The decision is conditioned by the EGM resolving on the proposals set
out in items 7.a) – 7.d) above.
Item 7.f) - Resolution regarding reduction of the share capital without
redemption of shares
The board of directors proposes that the EGM resolves upon reducing the
company’s share capital with a maximum amount of SEK 185,788,782. The
reduction of the share capital shall correspond to an amount in SEK that
is equal to the increase in share capital through the share issue in the
units issue and the bonus issue resolved under item 7.d) and 7.e) minus
the reduction amount resolved under item 7.b), by allocation to a
non-restricted reserve to be used in accordance with the shareholders’
decision. The reduction of the share capital will be made without
redemption of shares by changing the share quota value.
The reduction of share capital by changing the quota value is made in
order to ensure that the resolution to reduce the share capital in item
7.b), the resolution on a rights issue in item 7.d) and the resolution
on a bonus issue in item 7.e) together do not result in a change in the
company’s share capital.
The decision to reduce the share capital is conditioned by the EGM
resolving on the proposals set out in items 7.a) – 7.e) above.
Miscellaneous
The managing director, or the person he may appoint, will be authorized
to make the minor changes in the decisions under items 7.a) – 7.f) on
the agenda and which may prove necessary in connection with registration
of the decisions with the Swedish Companies Registration Office and
Euroclear Sweden AB.
Other
The total number of shares and votes in the company is on the day of
this notice 20,643,198.
The board of directors’ complete proposals concerning items 7.a) – 7.f)
on the agenda and proxy forms will be held available at the company’s
head offices at Hovslagargatan 5 B in Stockholm, Sweden, and on its
website: www.silver.fi at latest on Tuesday 17 May 2016. Copies of these
documents will also be sent to shareholders upon request.
All of the documents referred to above will also be held available at
the EGM.
Decisions regarding items 7.a) – 7.f) on the agenda must be supported by
shareholders representing at least two thirds of both the cast votes and
the shares represented at the EGM.
Shareholders that are present at the EGM are entitled to request
information regarding items on the agenda in accordance with Chapter 7,
Sections 32 and 57 of the Swedish Companies Act.
Stockholm in May 2016
The board of directors
SOTKAMO SILVER AKTIEBOLAG (publ)
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.
This is a translation of the Swedish version of the notice. In case of
any discrepancies, the Swedish version shall prevail.
About Sotkamo Silver AB (publ)
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 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
