A notice is hereby given to the shareholders of Central Asia Gold AB (publ) that
the Annual General Meeting 2005 will be held on June 10 beginning at 15.00 at
the address Näringslivets Hus, Storgatan 19 in Stockholm.
Notification of attendance
Shareholders wishing to participate must:
i) Be registered in the shareholders' register kept by Värdepapperscentralen
VPC AB (the Swedish Central Securities Depository) on the record day, which is
May 31, 2005. Shareholders holding their shares via nominees must, in order to
vote on the Annual General Meeting, temporarily reregister the shares in their
own name.
It is recommended to do so well in advance of May 31, 2005.
ii) Notify the Company of their participation not later than on June 7, 2005,
at 16.00. Such notice can be given by telephone +46 8 624 26 80, via the email
address agm@centralasiagold.se, or by letter to the Company's address Brovägen
9, SE-182 76 Stocksund, Sweden. The notice shall contain the full name,
personal or organisation identity number, address and telephone number. If a
shareholder wants to be represented by a representative, a proxy for such
representative must provided to the Company prior to the Annual General
Meeting.
PROPOSED AGENDA
1) Opening of the Meeting
2) Election of a 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 approve the minutes
6) Determination as to whether the Meeting has been duly convened
7) Presentation of the submitted annual report and the auditor's report and the
consolidated accounts and the auditor's report on the consolidated accounts
8) Resolution regarding adoption of the profit and loss statement, the
balance sheet and the consolidated profit and loss statement and consolidated
balance sheet
9) Resolution regarding allocation of the Company's result as set out in the
adopted balance sheet
10)Resolution concerning the discharge from liability for the members of the
Board of Directors and the Managing Director
11) Election of Board of Directors and auditors
12) Determination of the fees to the Board of Directors and to the Auditors
13) Approval of a mandate to the Board of Directors to decide on new
share issues with a deviation from the existing shareholders' preferential
rights
14) Closing of the meeting
Proposal regarding the allocation of the Company's result (agenda item 9)
The Board of Directors and the Managing Director propose that the accumulated
loss of the parent company is brought forward, and that no dividends shall be
paid for the financial year.
Proposal regarding election of Board of Directors and auditors (agenda item 11)
Reelection of the current board members Michail Malyarenko (Chairman),
Patrik Perenius, Peter Geijerman and Torbjörn Ranta is proposed.
The election of Lindebergs Grant Thornton, with Mr. Håkan Andréasson as
responsible auditor, as the Company's auditors for the period until the Annual
General Meeting that occurs during the forth financial year following this
year's election is proposed.
Proposal regarding fees to the Board of Directors and to the auditors(agenda
item 12) The Board of Directors propose that the auditors shall receive
compensation on current account.
Proposal regarding a mandate for the Board of Directors to decide on new shares
issues with a deviation from the existing shareholders preferential rights
(agenda item 13) The Board of Directors propose that the Annual General
Meeting approve a mandate for the Board of Directors to issue new shares, with
a deviation from the shareholders' preferential rights. The mandate shall be
valid until the next Annual General Meeting of shareholders and it shall be
possible to use at multiple occasions as well as one. The mandate shall amount
to a maximum issuance of up to 60,000,000 new shares, each with a nominal value
of SEK 0.20. If utilising the mandate, the share capital will increase by not
more than SEK 12,000,000.
Payment shall be made in cash, via a set-off of claims or via contributions in
kind. The issue price as well as all other conditions of the new issue of
shares shall be decided by the Board of Directors. The basis for determining
the issue price shall be the market price of the share. The reason for the
deviation from the shareholders' preferential rights is to enable directed
placements in order to acquire the full or partial ownership of other
companies or businesses, or, otherwise, in order to attract financing for such
acquisitions, or in order to strengthen the financial situation of the company
if necessary.
A legally valid approval of this proposal requires that at least 2/3 of the
shares and votes present on the Annual General Meeting are in favour of this
decision.
Documents
The annual report including the auditor's report, the complete decision text
regarding item 13 of the agenda as well as the complete proposal to inter alia
the new Board and the fees to the Board of Directors according to item 11 and
12, will be held available at the Company's premises on Brovägen 9, 182 76
Stocksund from May 25, 2005 and will as from the same date also be accessible
on the Company's Internet website www.centralasiagold.se.
These documents will be mailed to those shareholders so asking, and will be
distributed on the Annual General Meeting.
Stockholm in May 2005
The Board of
Directors
