Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | Small Cap Helsinki |
Sektor | Råvaror |
Industri | Gruvdrift & metaller |
Sotkamo Silver AB | Stock Exchange Release | June 27, 2025 at 12:11:00 EEST
This notice has been prepared in Swedish, Finnish and English language versions. In the event of discrepancies, the Swedish version shall prevail.
Shareholders of Sotkamo Silver AB, reg.no 556224-1892 are hereby invited to an extraordinary shareholders’ meeting (the “Shareholders’ meeting”) to be held on 23 July 2025 at 11.00 a.m. at A1 Advokater KB:s offices, Riddargatan 13A in Stockholm. The entrance to the meeting and registration will open at 10.45 a.m.
The Board of Directors have decided, pursuant to the company’s articles of association, that shareholders shall also have the right to exercise their voting rights by postal voting. Shareholders may therefore choose to participate at the Shareholders’ meeting and exercise their voting rights at the Shareholders’ meeting by attending in person, through a proxy or by postal voting in advance.
Participation at the Shareholders’ meeting
Those who wish to participate at the Shareholders’ meeting must be entered as a shareholder in the share register kept by Euroclear Sweden AB on 15 July 2025.
In order to be entitled to participate at the Shareholders’ meeting, a shareholder whose shares are held with a nominee must (including Finnish shareholders that are registered within the Finnish book-entry system at Euroclear Finland Oy) register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date 15 July 2025. 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 (for shares registered within the Finnish book-entry system at Euroclear Finland Oy, what has been previously stated regarding nominees also applies in relation to Euroclear Finland Oy). Voting rights registrations completed by relevant nominees (including Euroclear Finland Oy) no later than 17 July 2025 are taken into account when preparing the meeting's register of shareholders.
Notice of attendance for participating in person or through a proxy
Those who wish to participate at the Shareholders’ meeting in person or through a proxy should give notice of attendance to the company no later than 17 July 2025 to A1 Advokater KB, Attn: Marcus Brosché, Riddargatan 13A, 114 51 Stockholm (mark the envelope with "Sotkamo Silver Shareholders’ meeting 2025") or by e-mail to marcus.brosche@a1advokater.se with reference "Sotkamo Silver Shareholders’ meeting 2025".
The notice of attendance shall state name, personal identification number (Sw. personnummer) or corporate registration number, address, telephone number and, where relevant, the number of accompanying advisors (not more than two).
Those who do not wish to attend the Shareholders’ meeting in person or exercise their voting rights by postal voting may exercise their voting rights at the Shareholders’ meeting through a proxy in possession of a written, signed and dated proxy form. The validity term of the proxy form may not be more than one year, unless a longer validity term (however no longer than five years) is specifically stated in the proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity. To facilitate the registration at the Shareholders’ meeting, proxy forms, certificates of registration and other documents of authority should be submitted either by post to A1 Advokater KB, Attn: Marcus Brosché, Riddargatan 13A, 114 51 Stockholm (mark the envelope with "Sotkamo Silver Shareholders’ meeting 2025") or by e-mail to marcus.brosche@a1advokater.se with reference "Sotkamo Silver Shareholders’ meeting 2025" no later than on 17 July 2025. Please note that notification of participation at the Shareholders’ meeting should be made even if the shareholder wishes to exercise his right to vote at the general meeting by proxy. Template proxy forms in Swedish, English and Finnish are available on the Company’s website, www.silver.fi.
Instructions for postal voting
Shareholders who wish to participate at the Shareholders’ meeting and exercise their voting rights by postal voting must be entered as a shareholder in the share register kept by Euroclear Sweden AB on 15 July 2025 and use the voting form and follow the instructions available on the company’s website, www.silver.fi. The postal vote must be received by the company no later than on 17 July 2025. The postal voting form shall be sent to A1 Advokater KB, Attn: Marcus Brosché, Riddargatan 13A, 114 51 Stockholm (mark the envelope with "Sotkamo Silver Shareholders’ meeting 2025") or by e-mail to marcus.brosche@a1advokater.se with reference "Sotkamo Silver Shareholders’ meeting 2025".
Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating at the Shareholders’ meeting in person or through a proxy should give notice thereof to the Shareholders’ meeting’s secretariat prior to the opening of the Shareholders’ meeting.
If the shareholder postal votes by proxy, a dated power of attorney shall be enclosed with the voting form. A proxy form is available upon request and on the company’s website, www.silver.fi. If the shareholder is a legal entity, a certificate of incorporation or other authorization document shall be enclosed with the voting form. Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal voting forms become invalid. Further information and conditions can be found in the voting form.
For questions about the Shareholders’ meeting or to receive a postal voting form or proxy form by post, please contact A1 Advokater KB, Attn: Marcus Brosché, Riddargatan 13A, 114 51 Stockholm (mark the envelope with "Sotkamo Silver Shareholders’ meeting 2025") or by e-mail to marcus.brosche@a1advokater.se with reference "Sotkamo Silver Shareholders’ meeting 2025".
Proposed Agenda
- Opening of the Shareholders’ meeting.
- Election of chairman of the Shareholders’ meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of one or two persons to approve the minutes.
- Determination whether the Shareholders’ meeting has been duly convened.
7. Resolution to authorize the Board to issue new shares, warrants and/or convertibles.
8. Closing of the Shareholders’ meeting.
Item 2 - Election of chairman of the meeting
The Board of Directors proposes that Bertil Brinck be chairman of the Shareholders’ meeting, or in his absence, such person proposed by the Board of Directors.
Item 3 - Preparation and approval of voting list
The voting list shall be the voting list drawn up by the company, based on the Shareholders’ meeting's share register, shareholders who are present at the Shareholders’ meeting, as well as postal votes received. The voting list shall be reviewed by the persons verifying the minutes.
Item 5 - Election of one or two persons to verify the minutes
The Board of Directors proposes that Judit Müller, together with the chairman of the Shareholders’ meeting, or, in the event of an impediment of one of them or both, the person or the persons assigned by the Board of Directors, shall verify the minutes. The persons verifying the minutes shall also review the voting list and that received postal votes are correctly reflected in the minutes.
Item 7 – Authorization for the board to issue new shares, issue of warrants and/or convertibles
The board of directors proposes that the Shareholders’ meeting decides to authorize the board during the period until the next Annual Shareholders’ Meeting 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 thirty-five (35) per cent of the total number of shares outstanding in the Company, based on the total number of shares in the Company at the time when the Board of Directors first exercises the 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 purpose of the authorization is to enable implementation of the previously announced planned offer to the holders of the Company's outstanding EURM 6.3 convertible loans 2022/2026 to exchange their existing convertibles for either new shares or new convertibles in the Company.
Shareholders’ right to receive information
Upon request by any Shareholder and where the Board of Directors believes that such may take place without significant harm to the company, the Board of Directors and the managing director shall provide information in respect of any circumstances which may affect the assessment of a matter on the agenda.
Other
The total number of shares and votes in the Company as of the day of this notice is 286,148,387.
A postal voting form and a proxy form will be available at A1 Advokater KB, Riddargatan 13A, 114 51 Stockholm, and on the company’s website: www.silver.fi and will be sent to shareholders upon request.
A decision regarding item 7 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.
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in June 2025
The board of directors
SOTKAMO SILVER AB (publ)