The shareholders in Auriant Mining AB (publ.) (”Company” or “Auriant Mining”), 556659-4833, are hereby summoned to the Extraordinary General Meeting on Wednesday, 28 December 2022.
The Board of Directors has decided that the Extraordinary General Meeting will be conducted by advance voting only, without physical presence of shareholders, proxies and third parties in accordance with temporary legal rules. There will be no opportunity for shareholders to attend the general meeting in person or by proxy.
Auriant Mining welcomes all shareholders to exercise their voting rights at this Extraordinary General Meeting through advance voting on the basis of temporary statutory rules, according to the procedure set out below. Information on the resolutions passed at the Extraordinary General Meeting will be published on 28 December 2022, as soon as the result of the voting has been finally confirmed.
In the advance voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such continued general meeting shall take place if the extraordinary general meeting so resolves or if shareholders with at least one tenth of all shares in the Company so request. The shareholders are reminded of their right to request information according to Chapter 7, Section 32 of the Swedish Companies Act (2005:551). A request for such information shall be made in writing to Bryngelshusgatan 127, 302 47 Halmstad, Sweden, attention: Maria Carrasco, or via e-mail to email@example.com, no later than on 18 December 2022. The information will be made available at Bryngelshusgatan 127, 302 47 Halmstad, Sweden and on www.auriant.com, on 23 December 2022 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its postal address.
Shareholders wishing to participate, through advance voting, 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 the record date Monday 19 December 2022. Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must re-register their shares in their own names to be entitled to participate in the extraordinary general meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear Sweden AB on Wednesday 21 December 2022, and the shareholders must therefore advise their nominees well in advance of this date.
(ii) Notify the Company of their participation in the extraordinary meeting by casting their advance vote in accordance with the instructions under the heading “Advance voting” below, so that the advance voting form is received by Auriant Mining no later than on Tuesday 27 December 2022.
The shareholders may only exercise their voting rights at the Extraordinary General Meeting by voting in advance, so-called postal voting in accordance with section 22 of 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 advance voting. The form is available on Auriant Mining’s website, www.auriant.com. The advance voting form is considered as the notification of participation.
The completed voting form must be received by Auriant Mining no later than Tuesday 27 December 2022. The form may be submitted via e-mail to firstname.lastname@example.org or by post to Bryngelshusgatan 127, 302 47 Halmstad, Sweden, attention: Maria Carrasco. If the shareholder votes in advance through a representative, a written and dated power of attorney signed by the shareholder shall be enclosed to the form. If the shareholder is a legal entity, a certified copy of a registration certificate or a corresponding document verifying authority shall be enclosed to the form. A template proxy form is available on the company’s website. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
For questions regarding the extraordinary general meeting or to have the advance voting form sent by post, please contact Auriant Mining on email@example.com.
Number of shares and votes
At the time of issuing the notice to attend the Extraordinary General Meeting, the Company has a total of 98,768,270 registered shares, with one vote per share. As of the same date, the Company is holding no shares in treasury.
Election of the chairman of the meeting.
Election of one or two persons to attest the minutes of the meeting.
Preparation and approval of the voting list.
Approval of the agenda.
Determination of whether the meeting has been duly convened.
Resolution on election of new member of the Board.
PROPOSALS BY THE NOMINATION COMMITTEE
The nomination committee consisting of Per Åhlgren, chair of the committee (appointed by GoMobile Nu AB), Risto Silander (appointed by Bertil Holdings Ltd), and Lord Daresbury, (chairman of the board of directors of Auriant Mining AB), have submitted the following proposals:
1. Election of the chairman of the meeting
The nomination committee proposes that chairman of the board Peter Daresbury or the person proposed by the nomination committee, if he has an impediment to attend, is elected chairman of the extraordinary general meeting.
6. Election of new board member
The Nomination Committee proposes that Thor Åhlgren is elected as a new member of the Board until the end of the next annual general meeting.
If the Meeting resolves in accordance with the Nomination Committee’s proposal, the Board will thus consist of Peter Daresbury, Chairman of the Board, Preston Haskell, Jukka Pitkäjärvi and Thor Åhlgren.
PROPOSALS BY THE BOARD OF DIRECTORS
2. Election of one or two persons to attest the minutes of the meeting
The board of directors proposes that Per Åhlgren (representing GoMobile Nu AB) and Maria Carrasco, or the person or persons proposed by the board of directors if one or both of them have an impediment to attend, are elected to approve the minutes together with the chairman. The task of approving the minutes also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the extraordinary general meeting.
3. Preparation and approval of the voting list
The voting list proposed for approval is the voting list drawn up by the Company, based on the Extraordinary General Meeting’s share register and advance votes received, as verified and recommended by the persons approving the minutes.
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Accounts and audit reports as well as complete proposals and other documentation will be available at Bryngelshusgatan 127, 302 47 Halmstad, Sweden, and at the Company's website www.auriant.com as of Wendesday 14 December 2022 and will be sent in connection therewith to the shareholders who so request and state their postal address.
Stockholm in December 2022
Auriant Mining AB (publ)
Board of Directors
For more information, please contact:
Danilo Lange, CEO
tel: +7 495 109 02 82
Company name: Auriant Mining AB
Short name: AUR
Auriant Mining AB (AUR) is a Swedish junior mining company focused on gold exploration and production in Russia, primarily in the Republic of Tyva, Zabaikalye and the Republic of Khakassia. The company has currently four assets, including two operating mines (Tardan and Alluvial at Staroverinskaya), one early stage exploration asset and one development asset.
Since July 19, 2010, Auriant Mining´s shares are traded on Nasdaq First North Premier Growth Market under the short name AUR. For more information, please visit www.auriant.com. G&W Fondkommission is Certified Adviser to Auriant, for more information please visit www.gwkapital.se.