NOTICE TO ANNUAL GENERAL MEETING OF ENDOMINES AB (PUBL)Press release (PDF)
Endomines AB, pressmeddelande 21.04.2022 kl. 16:00 CEST
This is an unofficial office translation of the Swedish original. In case of differences the Swedish version shall prevail.
The shareholders of Endomines AB (publ), reg. no. 556694-2974, are hereby invited to the Annual General Meeting to be held on 24 May 2022. The Board of Directors has decided that the meeting will be carried out through postal voting only, pursuant to temporary legislation. It will not be possible for shareholders to attend the meeting in person or by proxy. Information on the resolutions passed by the Annual General Meeting will be published on 24 May 2022, as soon as the outcome of the postal voting is finally compiled.
Right to attend the meeting
Shareholders who wish to attend the Annual General Meeting shall (i) be entered as shareholders in the share register maintained by Euroclear Sweden AB concerning the circumstances on 16 May 2022 and (ii) give notice of their attendance at the meeting no later than on 23 May 2022 by casting a postal vote in accordance with the instructions under the heading Postal voting below, so that the postal vote is received by the company no later than 23 May 2022.
In order to be entitled to participate in the Annual General Meeting, shareholders who have their shares registered in the names of nominees (including Finnish shareholders that are registered within the Finnish book-entry system at Euroclear Finland Oy) must, apart from giving notice of their attendance at the meeting, register their shares in their own name so that the shareholder is entered in the share register kept by Euroclear Sweden AB as per 16 May 2022. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than 18 May 2022 will be considered in the preparation of the share register.
Shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, through so called postal voting, in accordance with the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for postal voting. The form is available on Endomines' website, www.endomines.com. The postal voting form is considered as the notification of attendance at the Annual General Meeting.
The completed voting form must be received by the company no later than 23 May 2022. The completed form shall be sent to Advokatfirman Schjødt, Att: Hugo Rathsman, Box 715, SE-101 33 Stockholm or by e-mail to firstname.lastname@example.org with reference "Endomines Annual General Meeting 2022". If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. Power of attorney forms are available at the company's website, www.endomines.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the voting form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e., the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
- Election of Chairman of the meeting
- Preparation and verification of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Establishment of whether the meeting has been duly convened
- Presentation of the Annual Report and the Auditor’s Report as well as the Consolidated Financial Statement and the Group Auditor’s Report
- Resolutions regarding
a) adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet
b) appropriation of the company’s result according to the adopted balance sheet
c) discharge from liability for the members of the Board of Directors and the CEO
- Presentation of the remuneration report for approval
- Resolution regarding remuneration for the Board of Directors and the Auditors
- Resolution regarding the number of members of the Board of Directors and Deputies
- Election of the members of the Board of Directors and Chairman of the Board of Directors
- Election of the Auditor
- Establishment of guidelines for the remuneration to management
- Establishment of guidelines for appointment of the nomination committee
- Resolution to authorize the Board of Directors to resolve upon new share issues, issues of warrants and/or convertibles
Item 1 – Election of Chairman of the meeting
The Nomination Committee proposes Ylva Forsberg at the law firm Schjødt, member of the Swedish Bar Association, to be elected as Chairman of the meeting.
Item 2 – Preparation and verification of the voting list
The voting list which is proposed to be approved under item 2 shall be the voting list drawn up by the company, based on the meeting's share register and postal votes received. The voting list shall be controlled by the person verifying the minutes.
Item 4 – Election of one or two persons to verify the minutes
The Board of Directors proposes that Lars-Olof Nilsson, or, if he is unable to attend the meeting, the person or the persons assigned by the Board of Directors, shall verify the minutes. The person verifying the minutes shall also control the voting list and that received postal votes are correctly reflected in the minutes.
Item 7 (b) – Resolutions regarding appropriation of the company’s result according to the adopted balance sheet
The Board of Directors proposes that no dividend is paid for the financial year 2021, and that loss brought forward and the share premium reserve and the result for the year is to be carried forward.
Item 8 - Presentation of the remuneration report for approval
The Board of Directors proposes that the Annual General Meeting, for advisory purposes, approves the report regarding remuneration to the CEO and the Board of Directors for the financial year 2021.
Item 9 – Resolution regarding remuneration for the Board of Directors and the Auditors
The Nomination Committee proposes that remuneration for the Chairman of the Board of Directors shall be unchanged SEK 350,000 per year, and to each other member of the Board of Directors unchanged SEK 200,000 per year, however that no remuneration shall be paid to a Board member who is employed by the company. The Nomination Committee further proses that remuneration for Board member’s work in the Remuneration Committee, Audit Committee and the Technology and Security Committee established by the Board of Directors shall be unchanged SEK 25,000 per Board member and year for each committee that the Board member works in, a remuneration of SEK 50,000 per year shall be paid to the Chairman of the Audit Committee and the Technology and Security Committee and a meeting remuneration of SEK 3,000 shall be paid to each participating Board member for each physical Board meeting.
The remuneration to the company's Auditors is proposed to be paid in accordance with approved invoice.
Item 10 – Resolution regarding the number of members of the Board of Directors and Deputies
The Nomination Committee proposes that the Board of Directors, for the period until the end of the next Annual General Meeting, shall consists of five members with no deputies.
Item 11 – Election of the members of the Board of Directors and Chairman of the Board of Directors
The Nomination Committee proposes that board Eeva Ruokonen, Jeremy Read, Jukka-Pekka Joensuu and Markus Ekberg shall be re‑elected as directors of the Board and that Jukka Jokela shall be elected as new director of the Board, for the period until the end of the next Annual General Meeting.
Furthermore, the Nomination Committee proposes that Jukka-Pekka Joensuu is elected Chairman of the Board of Directors.
Item 12 – Election of the Auditor
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the registered accounting company PricewaterhouseCoopers AB shall be re-elected as the Auditor for the period until the end of the Annual General Meeting 2023. PricewaterhouseCoopers AB has informed the company that Anna Rozhdestvenskaya will be appointed as the Auditor in charge if PricewaterhouseCoopers AB is elected as Auditor.
Item 13 – Establishment of guidelines for the remuneration to management
The board of directors proposes principles for remuneration and other employment terms consistent with the guidelines applied during 2021.
The proposal mainly implies 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 group as a whole and performance targets for the individual employee.
Item 14 – Establishment of guidelines for appointment of the nomination committee
The Board of Directors of the company proposes that the annual general meeting adopt the following guidelines for appointment of the nominating committee.
The Nomination Committee shall consist of three members, of whom the two shareholders, based on statistics from Euroclear Sweden AB as of August 31, 2022, which hold the largest number of shares and voting rights as of August 31, 2022, shall have the right to appoint one member each and the third shall be the Chairman of the Board. The Chairman of the Board may not be the Chairman of the Nomination Committee.
The composition of the nominating committee will be published at the latest in the Interim Report for the third quarter of 2022. 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 at 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 task.
Item 15 – Resolution to authorize the Board of Directors to resolve upon new share issues, issues 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 twenty (20) 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 cash, 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.
The Board of Directors, the CEO or whomever the Board of Directors may appoint, is authorized to make such minor adjustments of the Annual General Meeting’s resolutions as may prove necessary in connection with the registration with the Swedish Companies Registration Office as well as Euroclear Sweden and Euroclear Finland Oy.
Number of shares and votes in the company
As per the day of this notice, there is a total of 263,698,378 shares in Endomines, each carrying one vote, totalling 263,698,378 votes. At the same date, the company does not hold any of its own shares.
Shareholders’ right to request information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company’s or a subsidiary’s financial position and as regards the company’s relationship to other group companies and the consolidated accounts. A request for such information shall be made in writing to Advokatfirman Schjødt, Att: Hugo Rathsman, Box 715, SE-101 33 Stockholm, or by e-mail to email@example.com, no later than 14 May 2022. The information is provided by the company by being kept available at the company and at the company's website www.endomines.com, no later than as of 19 May 2022. Within the same period of time, the information will also be sent to the shareholders who so request and who state their postal or e-mail address.
Accounting documents, the auditor's statement, remuneration report and other documents that shall be made available pursuant to the Swedish Companies Act and the Swedish Code of Corporate Governance will be available at the company and at the company’s website www.endomines.com, no later than three weeks before the Annual General Meeting. The documents and information are presented by being available at the company and at the company’s website www.endomines.com. The documents will be sent by post to the shareholders who so request and who state their postal or e-mail address.
Processing of personal data
For information on how your personal data is processed, see the Privacy notice available on Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm, April 2022
Endomines AB (publ)
The Board of Directors
For further information, please contact:
Kari Vyhtinen, CEO, firstname.lastname@example.org, +358 40 585 0050
This information was submitted for publication through the contact person set out above at 16:00 CEST on 21 April 2022.
Endomines is a mining and exploration company with its primary focus on gold. The company explores for gold along the Karelian Gold Line in Eastern Finland and develops mining operations in Idaho, USA. Endomines aims to improve its long-term growth prospects by increasing its exploration activities and through acquisitions. Endomines aims to acquire deposits that are situated in stable jurisdictions and can be brought to production rapidly with limited investments.
The shares trade on Nasdaq Stockholm (ENDO) and Nasdaq Helsinki (ENDOM).