The shareholders of Sotkamo Silver Aktiebolag (publ) are hereby invited to
attend the Annual General Meeting (AGM) to be held on Friday, March 21st, 2014,
at 10.00 a.m. at Jernkontoret, Kungsträdgårdsgatan 10 Stockholm, Sweden.
Registration will open at 9.30 a.m.
Attendance
A shareholder who wishes to attend the AGM must be registered as shareholder in
the shareholders register maintained by Euroclear Sweden AB on Saturday, March
15, 2014, which in practice means that the shareholder must be registered as
shareholder in the shareholders register on Friday, March 14, 2014.
Notice of intention to attend the AGM can be made to the company no later than
Monday, March 17, 2014, 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 Friday, March 14,
2014. Shareholders who wish to register their shares in their own name must
inform its nominee well in advance of Friday, March 14, 2014, 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 who wish to be temporarily registered into
the temporary shareholders’ register must inform its nominee of this well in
advance of Friday, March 14, 2014 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 authorisation. 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 website, www.sotkamosilver.com and will be sent to shareholders upon
request.
Attachment: summons to Annual General Meeting
Stockholm February 18th 2014 SOTKAMO SILVER AB (publ)
Timo Lindborg, CEO
Sotkamo Silver AB (publ) discloses the information provided herein pursuant to
the Swedish Securities Markets Act and/or the Financial Instruments Trading
Act.
The official Stock Exchange Releases are given in Swedish and there may be
slight differences in the translated versions.
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 Taivaljärvi Silver
Mine.
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
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 Friday, March 21, 2014,
at 10.00 a.m. at Jernkontoret, Kungsträdgårdsgatan 10, in Stockholm, Sweden.
Registration will open at 9.30 a.m.
Attendance
A shareholder who wishes to attend the AGM must be registered as shareholder in
the shareholders register maintained by Euroclear Sweden AB on Saturday, March
15, 2014, which in practice means that the shareholder must be registered as
shareholder in the shareholders register on Friday, March 14, 2014.
Notice of intention to attend the AGM can be made to the company no later than
on Monday, March 17, 2014, 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 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 Friday, March 14,
2014. Shareholders who wish to register their shares in their own name must
inform its nominee well in advance of Friday, March 14, 2014, 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 who wish to be temporarily registered into
the temporary shareholders’ register must inform its nominee of this well in
advance of Friday, March 14, 2014 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 registration certificate or similar
document of authorisation. 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 website, www.sotkamosilver.com 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 remuneration to management.
19.a) Resolution regarding adoption of new articles of association.
19.b) Resolution regarding reduction of the share capital without
redemption of shares.
20.a) Approval of the board of directors resolution to issue shares.
20.b) Resolution regarding bonus issue.
20.c) Resolution regarding reduction of the share capital without
redemption of shares.
21. Resolution to authorize the Board to issue new shares, issue of
warrants and/or convertibles.
22. Closing of the AGM.
Proposals by the nominating committee (items 2 and 13-16)
In accordance with the guidelines adopted by the 2013 annual general meeting, 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.
• Auditors’ fees payable on account.
• Re-election of directors Teuvo Jurvansuu, Mauri Visuri and Jarmo J.
Vesanto. Election of Katja Keitaanniemi as director.
• 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 annual general meeting held in 2015, with the
auditor Anna Rosendal as person in charge until further notice.
Proposals by the board of directors (items 10 and 17-21)
Item 10 - Allocation of earnings
The board of directors and managing director propose that the accumulated
losses are carried forward. The board of directors proposes that no dividend
will be paid for 2013.
Item 17 – Nominating committee Board of directors proposes that the AGM adopt
the following guidelines for the nominating process. The owner, based on
statistics from Euroclear, which holds the largest number of shares and voting
rights on August 31, 2014 will, after consultation with the three next biggest
shareholders, appoint a nominating committee of three persons. The composition
will be published at the latest in the Interim Report for the third quarter of
2014. The nominating committee’s task is to present proposals to the annual
general meeting 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 annual general meeting and, where applicable, on auditors and
their fees. The chairman of nominating committee is appointed by the nominating
committee. The nominating committee’s mandate period 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 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 annual general meeting. In connection with
its assignment, the nominating committee will fulfil the duties, which,
according to the Swedish Code of Corporate Governance, are incumbent upon the
company’s nominating process, and at the request of the committee, Sotkamo
Silver will provide personnel resources, such as a secretarial function for the
nominating committee, to facilitate the nominating committee’s work. Where
needed, Sotkamo Silver will also bear reasonable costs for external consultants
which are deemed by the nominating committee to be necessary for the committee
to fulfil its assignment. Item 18 - Guidelines for compensation to
management Board of directors proposes principles for remuneration and other
employment terms consistent with the guidelines adopted at the 2013 annual
general meeting. 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 management. The remuneration
may consist of the following components (i) fixed base salary, (ii) variable
compensation, (iii) pension benefits, (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 percent of the fixed salary. Pension
benefits should be premium-based and may reach 20 percent of base salary.
Item 19.a) - Resolution regarding adoption of new articles of association
As a consequence of the proposed reduction of share capital under item 19.b)
below, the board of directors proposes that the shareholders’ meeting 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 80,000,000 and not more than SEK 320,000,000. The decision is
conditioned by the shareholders’ decision to reduce the share capital as set
out in item 19.b) below.
Item 19.b) - Resolution regarding reduction of the share capital without
redemption of shares
The board of directors proposes that the shareholders’ meeting resolves upon
reducing the company’s share capital with SEK 56,638,537.47 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 10 to SEK 6 per
share.
The reduction of share capital by changing the quota value is made in order to
resolve on the rights issue suggested to be approved in item 20.a) below. After
the reduction, the share capital will amount to 84,957,804 allocated on
14,159,634 shares (prior to the rights issue), each share with a quota value of
SEK 6. The decision to reduce the share capital is conditioned on that the
rights issue under item 20.a) and that the bonus issue under item 20.b),
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 rights issue 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 19.a) above.
Item 20.a) – Approval of the board of directors resolution to issue shares
The board of directors proposes, conditioned by the shareholders’ decisions to
change the articles of association as set out in item 19.a) and to reduce the
share capital as set out in item 19.b), that the shareholders’ meeting resolves
to approve the board of directors resolution to increase the company’s share
capital with a maximum of SEK 42,478,902 (based on a quota value of SEK 6 per
share) through issuing a maximum of 7,079,817 shares.
Shareholders of the Company registered in the share register kept by Euroclear
on March 26th 2014 shall have pre-emptive right to subscribe for the new shares
in relation to the number of shares they own. The shareholders will for every
share they own in the company receive one subscription right. Two subscription
rights will entitle to subscribe for one new share in the company. The new
shares will be issued at a subscription price of SEK 6 per share.
Subscription for new shares shall be made during the period from March 31st
2014 to April 14th 2014. Subscription for new shares with subscription rights
shall be made by simultaneous cash payments. Subscription for shares without
subscription rights shall made be on a separate subscription list. Payment for
shares subscribed for without subscription rights shall be made in cash at the
latest three (3) banking days after notification of the allocation of new
shares has been sent to the subscriber. The board of directors shall have the
right to prolong the subscription period and the time for payment.
Should not all shares be subscribed for with subscription rights, the board of
directors will decide on allocation of shares subscribed for without
subscription rights. Allocation will then be made firstly to those who have
subscribed with subscription rights, regardless whether the subscriber was a
shareholder on the record day or not, and, in case of over-subscription, in
relation to the number of subscription 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 shares without subscription rights and, if they
cannot receive full allocation, in relation to the number of shares notified
for subscription by each one of them, and, if this is not possible, by drawing
of lots. Lastly, any remaining shares shall be allocated to the underwriters
who have undertaken to subscribe for shares Allocation shall in such case be
made in accordance with such underwriting agreements.
The new shares shall entitle to dividends for the first time on the record day
for dividends which occurs nearest after registration of the shares by the
Swedish Companies Registration Office.
The motive for the rights issue is to secure financing for the continued
exploration of the company’s silver mine in Sotkamo. The rights issue is up to
80 per cent guaranteed by subscription commitments from the company’s
shareholders’ Teknoventure Oy, Finnish Industry Investment Ltd and Ilmarinen
Mutual Pension Insurance Company and by underwriting commitments. The rights
issue is expected to raise approximately SEK 42.5 M before costs.
Item 20.b) - Resolution regarding bonus issue
The board of directors proposes that the shareholders decide to carry out a
bonus issue thereby increasing the share capital with SEK 22,655,415.87 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 shareholders’ meeting resolving on the
proposals set out in item 19 and 20.a) above.
Item 20.c) - Resolution regarding reduction of the share capital without
redemption of shares
The board of directors proposes that the shareholders’ meeting resolves upon
reducing the company’s share capital with a maximum amount of SEK 8,495,780.43.
The reduction of the share capital shall correspond to an amount in SEK that is
equal to the increase in share capital through the rights issue and the bonus
issue resolved under item 20.a-b) minus the reduction amount resolved under
item 19.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 19.b), the
resolution on a rights issue in item 20.a) and the resolution on a bonus issue
in item 20.b) together do not result in a change in the company’s share
capital.
The decision to reduce the share capital is conditioned by the shareholders’
meeting resolving on the proposals set out in item 19 and 20.a-b) above.
Miscellaneous
The managing director, or the person he may appoint, will be authorised to make
the minor changes in the decisions under items 19-20 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.
Item 21 – Authorization for the board to issue new shares, issue of warrants
and/or convertibles The board proposes that the shareholders’ meeting decides
to authorize the board, during the period until the next annual general
meeting, on one or more occasions, with or without preferential rights for
shareholders, to issue new shares, issue of warrants and/or convertibles. Board
resolutions under this authorization may result in a maximum dilution of ten
(10) percent 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 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 Sotkamo Silver is on the day for this
the notice 14,159,634.
The nominating committee’s proposal, its motivated statement with information
about the persons proposed to be elected as directors are available on Sotkamo
Silver´s website: www.sotkamosilver.com at latest on Friday, February 28, 2014
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 17-21 on the agenda and proxy forms will be held available at
Sotkamo Silver´s head offices at Hovslagargatan 5 B in Stockholm, Sweden, and
on its website: www.sotkamosilver.com at latest on Friday, February 28, 2014.
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 AGM.
Decisions regarding item 19-21 on the agenda must be supported by shareholders
representing at least two thirds of both the cast votes and the shares
represented at the shareholders’ meeting.
The shareholders are informed of their right under the Swedish Companies Act to
request information at the annual general meeting regarding the circumstances
that 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 2014
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.
