The shareholders in Auriant Mining AB (publ.) (”Company”), 556659-4833, are hereby given notice to attend an Annual General Meeting on Friday, May 12, 2017 at 10 a.m. in Näringslivets Hus, Storgatan 19, 114 85 Stockholm. Registration for the meeting commences at 9.30 a.m.
NOTICE
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 Friday 5 May 2017 (record date Saturday 6 May 2017). Shareholders who have had their shares registered in the name of a nominee must, well in advance of Friday 5 May 2017 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 Monday 8 May 2017, via email at the address agm@auriant.se, 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.
Number of shares and votes
At the time of issuing the notice to attend the Annual General Meeting, the Company has a total of 17,802,429 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.
PROPOSED AGENDA
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:
a) address by the chairman of the board and report on the board’s work;
b) address by the CEO;
c) 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) Report regarding the work of the nomination committee.
10) Resolution on the number of board members and deputies.
11) Resolution on remuneration to the board of directors, deputies and the auditor.
12) Election of board members, deputies and chairman of the board.
13) Election of auditor.
14) Resolution on nomination committee.
15) Resolution on guidelines for remuneration to executive management.
16) Resolution on alteration of the articles of association.
17) Resolution on rights issue.
18) Resolution on issue authorisation.
19) Closing of the Annual General Meeting.
PROPOSALS BY THE NOMINATION COMMITTEE
The nomination committee consisting of Ekaterina Drozdova, chair of the committee (representing Bertil Holdings Ltd), Bernt Plotek (representing Svea Lands S.A. and himself) and Lord Peter Daresbury, (chairman of the board of directors of Auriant Mining AB), have submitted the following proposals:
2. Election of the chairman of the meeting
The nomination committee proposes that advocate Mattias Anjou be appointed chairman of the meeting.
10. 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.
11. 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 nomination committee proposes that the auditor’s fees be approved in line with agreement between the Company and the auditor.
12. Election of board members, deputies and chairman of the board
The nomination committee proposes re-election of Lord Peter Daresbury, Preston Haskell and Ingmar Haga as members of the board, and election of Patrik Perenius as a new member of the board. The nomination committee proposes re-election of James Provoost Smith as deputy board member. The nomination committee proposes that Lord Peter Daresbury be re-elected as the chairman of the board.
13. 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, Martin Johansson will continue as principal auditor.
14. Resolution on nomination committee
It is proposed by the nomination committee that it shall consist of the chairman of the board and three members, each representing one of the three owners with the largest voting power. 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 2017. 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 as one shareholder for the purposes of the participation in the nomination committee. At the earliest convenient date after the end of September 2017 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 voting power decline their right to appoint a member to the nomination committee, the shareholder with the next largest voting power 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 that represents the shareholder with the largest voting power 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.
The nomination committee shall prepare the following proposals to be submitted to the 2018 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 auditors,
f) proposal regarding auditor’s fees, and
g) proposal regarding nomination committee.
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.
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 -27,704,818 is carried forward and that no dividend is paid for the financial year.
15. 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 2018.
Guidelines
The guidelines shall apply to all employment contracts which are 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 a total remuneration, which is reasonable and competitive based on the circumstances in the individual country and in that respect shall also be able 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.
Fixed salary
The fixed salary (”Base Salary”) shall be adjusted to the market and be based on responsibility, competence and performance. The fixed salary shall be revised every year.
Variable salary
The variable salary shall relate to the Company’s return on production result, reserves and production goals, and specific goals within each executive’s area of responsibility. The variable salary shall be paid annually and shall amount to a maximum of one annual Base Salary.
Long-term incentives
The board of directors intends, on a regular basis, to assess the need of long-term incentive programs that shall be proposed to the general meeting.
Insurable benefits
Old-age pension, healthcare benefits and medical benefits shall, if applicable, be prepared in a manner that reflects the rules and practice in the home country. If possible, the pension plans shall be premium determined. In individual cases, depending on the tax and/or social insurance laws which apply to the individual, other adjusted pension plans or pension solutions may be approved.
Other benefits
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 part of the total remuneration. The benefits shall further correspond to what is normal 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.
16. Resolution on alteration of the articles of association
The board of directors proposes that the meeting resolves to alter the articles of association essentially as follows.
· Section 4 is altered to have the wording as follows:
“The share capital shall amount to not less than SEK 6,187,000 and a maximum of SEK 24,748,000.”
· Section 5 is altered to have the wording as follows:
“The number of shares shall amount to not less than 55,000,000 and not more than 220,000,000.”
· Section 11 is altered to have the wording as follows:
“The Company’s shares shall be registered in a central securities depository register according to the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).”
A resolution according to this item is valid only if supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
17. Resolution on rights issue
The board of directors proposes that the meeting resolves on a rights issue essentially as follows.
1. The Company’s share capital shall increase with no more than SEK 10,013,866.25 through a new share issue of no more than 89,012,145 shares.
2. The Company’s shareholders shall have preferential right to subscribe for the new shares, whereby one (1) existing share shall entitle to one (1) subscription right and one (1) subscription right shall entitle to subscription of five (5) new shares.
3. The subscription price shall be SEK 3.70 per share.
4. The record date for establishing which shareholders have the right to subscribe for shares with preferential right shall be 29 May 2017.
5. Subscription for shares shall be made from 31 May 2017 up until and including 16 June 2017.
6. Subscription of shares with preferential right (i.e. by the use of subscription rights) shall be made through payment, or, if payment is made by set-off of claims, on subscription list. Subscription of shares without preferential rights (i.e. without the use of subscription rights) shall be made on a subscription list. The board of directors shall be entitled to prolong the subscription period.
7. If not all shares are subscribed for pursuant to subscription rights, the board of directors shall decide on allotment of shares subscribed for without the use of subscription rights up to the maximum amount of the issue, and the board of directors shall firstly allot shares to those who have also subscribed for shares pursuant to subscription rights, and in case full allotment is not possible, allotment in proportion to the number of shares subscribed for by them pursuant to subscription rights, and where this is not possible, by drawing of lots and secondly allot shares to those who have subscribed for shares without the use of subscription rights and where this is not possible, allotment in proportion to the number of shares they have subscribed for, and where this is not possible, by drawing of lots, and thirdly allot shares to guarantors in accordance with subscription guarantee agreements.
8. Payment for shares subscribed for without the use of subscription rights shall be made no later than three days after the issuance of information on allocation. However, the board of directors shall be entitled to prolong the payment period.
9. Payment for subscribed shares shall be made through cash payment or by set-off of claims.
10. The issue resolution requires alteration of the articles of association.
11. The new shares shall entitle to dividend for the first time at the record date for dividend nearest occurring after the new shares have been entered in the share register kept by Euroclear Sweden AB.
18. Resolution on issue authorisation
The board of directors proposes that the meeting resolves on an issue authorisation essentially as follows.
The Board of Directors is to be authorised to, on one or more occasions until the next Annual General Meeting, issue new shares. An issue of new shares can be decided without regard to shareholders’ pre-emption rights. An issue of shares without regard to shareholders’ pre-emption rights may only be decided upon in connection with a rights issue, for instance a share issue directed to the guarantors in such rights issue as payment for their guarantees or as an over subscription issue.
Following this authorisation, a total maximum number of 16,000,000 shares may be issued in new share issues. This authorisation is to include the right to issue shares with cash payment, payment by contribution in kind or payment by way of set-off, and otherwise subject to conditions as set out in Chapter 2 Section 5, second paragraph 1–3 and 5 of the Swedish Companies Act.
The reason for the proposal and the possibility of deviating from the shareholders’ pre-emption rights is the Board of Directors’ intention to carry out a rights issue in order to raise capital, and to be able to, in connection with such rights issue, resolve on a directed share issue to guarantors in the rights issue as payment for their guarantees as well as be able to resolve on an over subscription issue directed to those who have subscribed for shares in the rights issue but have not been allotted all shares subscribed for.
A resolution according to this item is valid only if supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
Available documents
Accounts and audit reports will be available at the offices of Advokatfirman Westermark Anjou at Sergels torg 12, Stockholm and at the Company's website www.auriant.com as of April 21, 2017 and will be sent in connection therewith to the shareholders who so request and state their postal address. Statement of the auditor, report of the Board, and complete proposals for resolutions will be available correspondingly as of April 28, 2017. The documents will also be available at the Annual General Meeting.
Stockholm in April 2017
Auriant Mining AB (publ)
Board of Directors
For more information, please contact:
Sergey Ustimenko, CEO
tel: +7 495 660 22 20
e-mail: sergey.ustimenko@auriant.com
Company name: Auriant Mining AB
Short name: AUR
ISIN-code: SE0001337213
Website: www.auriant.com
Twitter: @auriantmining
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 one operating mine (Tardan), one early stage exploration asset and two development assets.
Since July 19, 2010, Auriant Mining´s shares are traded on First North Premier at the NASDAQ OMX Nordic Exchange 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 or visit www.mangold.se.
This information is information that Auriant Mining AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:00 CET on 11 April 2017.
Cautionary Statement: Statements and assumptions made in this press release 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 does not constitute an offer to subscribe for shares in AUR, and 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.
