NOTICE TO THE EXTRAORDINARY GENERAL MEETING IN GRUVAKTIEBOLAGET VISCARIA
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Råvaror |
| Industri | Gruvdrift & metaller |
The shareholders of Gruvaktiebolaget Viscaria, reg. no. 556704-4168 (“Viscaria” or the “Company”), are hereby summoned to the extraordinary general meeting on 19 November 2025 at 10:00 a.m. at Snellman Attorneys Ltd’s premises on Kungsträdgårdsgatan 20, SE-111 47 Stockholm. The registration opens at 09:30 a.m.
Notice of attendance, etc.
Shareholders who wish to participate in the extraordinary general meeting must be recorded in the share register held by Euroclear Sweden AB (“Euroclear”) on 11 November 2025 and give notice of their attendance by way of mail to the Company no later than on 14 November 2025 at 12:00 p.m. to Gruvaktiebolaget Viscaria, Viscariavägen 10, SE-981 99 Kiruna, Sweden, or by way of e-mail to bolagsstamma@viscaria.com, stating “Extraordinary general meeting”. Upon notice of attendance, the shareholder’s name, personal identity number or corporate registration number, address, telephone number, shareholding and information on any advisors (no more than two) shall be stated.
Upon participation by proxy, we are thankful if such proxy form is submitted already in connection with the notice of attendance. The proxy form may not be older than one year, however, the proxy form may be older than one year if it is stated in the proxy form that it is valid for a longer period, although not longer than five years. Proxy forms are provided to shareholders upon request and are available at the Company and on the Company’s website, www.viscaria.com. A person representing a legal entity is requested to present a certificate of registration or equivalent authorisation documents evidencing authorised signatory.
Persons who have their shares registered through a nominee must, in order to have the right to participate in the extraordinary general meeting, have the nominee register the shares in the shareholder’s own name, so that the relevant shareholder is registered in the share register held by Euroclear on 11 November 2025. Such registration may be temporary. The shareholder must therefore contact its nominee well before this date in accordance with the nominee’s routines and request voting rights registration. Voting rights registrations that have been made by the nominee no later than on 13 November 2025 will be considered when preparing the share register.
Please note that remote participation will not be possible, nor will postal voting be possible at the extraordinary general meeting.
Proposed agenda
- Election of chairman of the meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to verify the minutes.
- Determination as to whether the general meeting has been duly convened.
- Approval of the agenda.
- Resolution on authorisation for the board of directors to resolve on rights issue.
- Resolution on authorisation for the board of directors to resolve on new issues.
- Determination of remuneration for the investment committee.
- Closing of the meeting.
Proposals for decision
Item 1: Election of chairman of the meeting
The board of directors proposes that attorney Christoffer Saidac at Snellman Attorneys Ltd or, in the event of his absence, the person appointed by the board of directors, is elected chairman of the extraordinary general meeting.
Item 6: Resolution on authorisation for the board of directors to resolve on rights issue
The board of directors proposes that the extraordinary general meeting resolves to authorise the board of directors to, for the period until the next annual general meeting, at one or several occasions, with preferential rights for the Company’s existing shareholders, against payment in cash or through set-off or in kind, or otherwise with conditions, resolve on one or several issues of new shares, within the limits of the articles of association. This authorisation shall be used to meet the Company’s investment need, in part or in whole. Furthermore, the intention is to use this authorisation in such way that approximately SEK 700,000,000 before transaction costs is raised, i.e. net after any set-offs.
The board of directors, or the person appointed by the board of directors, shall have the right to make such minor amendments to this resolution that may be necessary in connection with registration with the Swedish Companies Registration Office.
Item 7: Resolution on authorisation for the board of directors to resolve on new issues
The board of directors proposes that the extraordinary general meeting resolves to authorise the board of directors to, for the period until the next annual general meeting, at one or several occasions, with or without deviation from the shareholders’ preferential rights, against payment in cash or through set-off or in kind, or otherwise with conditions, resolve on issue of new shares, convertibles or warrants. The total number of issued shares, or the number of shares that may be issued upon conversion of convertibles or through exercise of warrants, may not exceed 20 per cent of the registered number of shares in the Company at the time of the extraordinary general meeting’s resolution. The number of shares which may be issued upon conversion of convertibles or through exercise of warrants refers to the number of shares before potential recalculation. The purpose of the authorisation, and the reason for the possibility to deviate from the shareholders’ preferential rights, is to enable the Company to, in a prompt and cost-effective manner, procure capital, carry out acquisitions or make use of other strategic opportunities. The value transferred to the Company through issue by virtue of this authorisation, shall be made on market terms and may include a market-based issue discount.
This issue authorisation shall replace the issue authorisation resolved upon by the annual general meeting on 8 May 2025.
The board of directors, or the person appointed by the board of directors, shall have the right to make such minor amendments to this resolution that may be necessary in connection with registration with the Swedish Companies Registration Office.
A resolution in accordance with the proposal under this item shall be valid where supported by shareholders holding not less than two-thirds (2/3) of both the votes cast and the shares represented at the extraordinary general meeting.
Item 8: Determination of remuneration for the investment committee
The board of directors proposes, for the period until the end of the next annual general meeting, that the extraordinary general meeting resolves that annual remuneration of SEK 25,000 shall be paid to each of the members of Viscaria’s investment committee. The board of directors’ proposal entails that total remuneration of SEK 75,000 shall be paid to the members of the investment committee, for the period until the end of the next annual general meeting.
Right to information
The board of directors and the CEO shall, if any shareholder requests it and the board of directors believes that it may take place without significant harm to the Company, provide information at the extraordinary general meeting on any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the Company’s or a subsidiary’s financial position as well as the Company’s relationship to another group company.
Documents
The board of directors’ resolution proposals are set out above. The complete resolution proposals and relating documents, reports and statements pursuant to the Swedish Companies Act will also be presented on the Company’s website, www.viscaria.com, and kept available at Gruvaktiebolaget Viscaria, Viscariavägen 10, SE-981 99 Kiruna, no later than three weeks before the extraordinary general meeting and will be sent to those shareholders who request it and state their postal address.
Shares and votes
The Company can issue shares of one class. In total, there are 150,201,606 shares and votes in the Company. Each share in the Company carries one vote at the extraordinary general meeting. The Company does not hold any own shares.
Processing of personal data
For information on how your personal data is processed in connection with the extraordinary general meeting, reference is made to the integrity policy available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Kiruna in October 2025
Gruvaktiebolaget Viscaria
The board of directors