Notice of annual general meeting in Kopy Goldfields AB (publ)
Kurs & Likviditet
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Råvaror |
| Industri | Gruvdrift & metaller |
The shareholders of Kopy Goldfields AB (publ), reg. no. 556723-6335, (the "Company") are hereby invited to the annual general meeting on Thursday 25 May 2023. The Annual General Meeting will be held at 10:00 a.m. at Finlandshuset, Snickarbacken 4, Stockholm. The meeting venue will open at 9:30 a.m. for registration.
Right to attend the general meeting
Shareholders who wish to participate in the general meeting must:
- on the record date, which is Tuesday 16 May 2023, be registered in the share register maintained by Euroclear Sweden AB; and
- notify their participation at the Annual General Meeting no later than Friday 19 May 2023. Notice of participation at the general meeting shall be sent by regular mail to Kopy Goldfields AB, AGM, Box 7292, SE- 103 90 Stockholm Sweden, or by e-mail to agm@kopygoldfields.com. Such notice shall contain the shareholder’s full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Tuesday 16 May 2023 and should therefore be requested from the nominee well before this date.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should be submitted to the Company by mail at the address set forth above and at the Company’s disposal no later than on Tuesday 23 May 2023. A proxy form will be available on the Company's website, www.kopygoldfields.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Draft Agenda
- Opening of the meeting and election of chairman of the meeting and appointment of the keeper of the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one person to certify the minutes together with the chairman
- Determination of whether the meeting was duly convened
- Brief presentation of the company’s situation and outlook by the CEO
- Presentation of the submitted annual report and auditors' report and the consolidated annual report and the auditors' report for the group
- Resolution:
- regarding the adoption of the income statement and balance sheet and the consolidated income statement and balance sheet
- regarding allocation of profit or loss in accordance with the adopted balance sheet and the consolidated balance sheet
- regarding the discharge from liability of the board members, the CEO (Swe: verkställande direktör) and of the deputy CEO (Swe: vice verkställande direktör)
- Determination of fees for the board and for the auditor
- Determination of the number of directors and auditors
- Election of the board and an auditor
- Resolution regarding adoption of principles for the nomination committee
- Resolution regarding authorization for the board to issue shares, warrants and/or convertibles
- Resolution regarding authorization to make minor adjustments to the general meeting's resolutions if required
- Closing of the meeting
Proposed resolutions
Items 1: Election of chairman of the meeting
The nomination committee proposes that Johan Österling is elected as chairman of the meeting.
Items 9-11: Determination of fees for the board and for the auditor, number of directors and auditors and election of the board and an auditing company
The nomination committee proposes that the remuneration to each director elected by the meeting and who is not employed by the Company or the group shall be SEK 225,000 (SEK 225,000 previous year) and the chairman of the board of directors is to receive SEK 375,000 (SEK 375,000 previous year), in total SEK 825,000 (SEK 825,000 previous year).
The nomination committee further proposes that remuneration for members of the remuneration, ESG and audit committee shall be SEK 25,000 per year and that remuneration to the chairman of the remuneration committee shall be SEK 50,000 per year and that remuneration to the chairman of the audit and ESG committee shall be SEK 75,000 per year.
Remuneration to the auditor is to be paid according to approved invoice.
The nomination committee proposes that the board of directors shall consist of three directors without deputies.
The nomination committee further proposes that the company shall have one auditor.
The nomination committee proposes that Kjell Carlsson, Eric Forss and Arsen Idrisov are re-elected as directors. The Nomination Committee further proposes that Kjell Carlsson is re-elected as chairman of the board of directors.
The nomination committee proposes re-election of the registered auditor Johan Kaijser as the Company’s auditor for the period until the end of the next annual general meeting.
Further information regarding the for re-election proposed directors is available at the company's website www.kopygoldfields.com.
Item 12: Resolution regarding the nomination committee
The Company shall have a nomination committee with the task of preparing and proposing decisions to the annual, and as applicable extra, shareholders’ meetings on electoral and remuneration issues and, where applicable, procedural issues for the appointment of the subsequent nomination committee. The nomination committee is to propose:
- the chairman of the annual general meeting;
- candidates for the post of chairman and other directors of the board;
- fees and other remuneration to each director;
- fees to members of committees within the board;
- election and remuneration of the Company auditor; and
- principles for the nomination committee.
The nomination committee propose that the nomination committee shall consist of four members, of whom three shall be nominated by the Company’s three largest shareholders by voting power and the fourth shall be the chairman of the board and that the principles for the nomination committee and the task to be carried out shall be the same as last year.
A full description of the procedure for the nomination committee is available on the company’s web. The nomination committee complete proposal to the annual general meeting 2023 is also available on the company’s web.
Item 13: Resolution regarding authorization for the board to issue shares, warrants and/or convertibles
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, corresponding to not more than 20 percent of the share capital of the Company after completed issuances, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board of directors to be authorized to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above, is to increase the flexibility of the Company to expand through M&A activities and to facilitate broadening of the shareholder base among institutional investors in order to support additional growth and stock market liquidity.
Issuances of new shares, convertibles and warrants under the authorization shall be made on customary terms and conditions based on current market conditions.
Item 14: Resolution regarding authorization to make minor adjustments to the general meeting's resolutions if required
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in resolutions that may be required in connection with the registration with the Swedish Companies Registration Office.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in April 2023
Kopy Goldfields AB (publ)
The board of directors