Notice of Extraordinary General Meeting in Auriant Mining AB (publ.)
11/13/2012 8:30 AM EST
Auriant Mining AB
Notice to convene ext. general meeting
Notice of Extraordinary General Meeting in Auriant Mining AB (publ.)
Stockholm, 2012-11-13 14:30 CET (GLOBE NEWSWIRE) -- Notice of Extraordinary
General Meeting in Auriant Mining AB (publ.)
The shareholders in Auriant Mining AB (publ.) (”Company”), 556659-4833, are
hereby given notice to attend an Extraordinary General Meeting on Tuesday, 27
November 2012 at. 1 p.m. in Näringslivets Hus, Storgatan 19, 114 85 Stockholm.
Registration for the meeting commences at 12.30 a.m.
NOTICE
Shareholders wishing to participate in the meeting must:
(i) Be entered in the shareholders’ register kept by Euroclear Sweden AB (the
Swedish
Central Securities Depositary & Clearing Organization) on the record day
Wednesday
21 November 2012. Shareholders who have had their shares registered in the name
of a
nominee must, well in advance of 21 November 2012, temporarily register the
shares in their own name in order to be entitled to participate in the meeting.
(ii) Notify the Company of their attendance no later than 4 pm on 21 November
2012, via email at the address , telephone 08-624 26 80or via
letter to Auriant Mining AB, Engelbrektsplan 2, 4 tr, 114 34 Stockholm.
Notification must include full name, personal ID number or corporate
registration number, address and telephone number and, if applicable,
information about proxy, representative and assistant.
In order to facilitate entry to the meeting, notification should, when
appropriate, be accompanied by powers of attorney, registration certificate and
other authorization documents. Forms for power of attorney can be downloaded
from the Company’s website www.auriant.com A person representing a legal entity
must present a registration certificate, not older than one year, or equivalent
documentation indicating the signatory right.
Shareholders’ information right
According to Chapter 7 section 32§, of the Swedish Companies Act (2005:551),
the shareholders present at the Annual General Meeting have right to request
information regarding the matters on the agenda or the Company's financial
situation.
Proposed agenda
1) Opening of the general meeting.
2) Election of the chairman of the meeting.
3) Preparation and approval of the voting register.
4) Approval of the agenda.
5) Election of one or two persons to attest the minutes of the meeting.
6) Determination of whether the meeting has been duly convened.
7) Resolution on by-election of the board members.
8) Resolution on change of the payment order of the board fee.
9) Resolution on the new guidelines for remuneration of the executive
management.
10) Resolution on the incentive program for the Managing Director.
a. Warrants 2012/2013 series I (part 1 + appendix).
b. Warrants 2012/2017 series I (part 2A + appendix).
c. Warrants 2012/2017 series II (part 2B + appendix).
d. Employee stock options and warrants 2012/2017 series III (part 3 + appendix).
11) Resolution on the incentive scheme for a new key employee.
12) Closing of the meeting.
PROPOSALS
2.Election of the chairman of the meeting
Lawyer Jonas Rogberg, of Ekenberg & Andersson Advokatbyrå, is proposed to be
appointed as the Chairman of the Extraordinary General Meeting.
7. By-election of the board members
Given that Nick Harwood and Lars Guldstrand have resigned from their duties as
directors of the Company, there is a proposal from a shareholder representing
52.87% of the shares in the Company to elect André Bekker and Peter Daresbury
as the new board members of Auriant Mining AB for the period until the Annual
General Meeting of 2013.
André Bekker is a citizen of South Africa, born 1959. He is independent of the
Company, its management and major shareholders.
André Bekker is an Executive Officer of Sylvania Platinum, a position he has
held since 2011. Through the years he has been involved in a number of mining
companies and with the Industrial Development Corporation of South Africa. He
is also an experienced non-executive director, having served on the boards of
two listed South African companies.
André Bekker has B Sc (Hons) from the University of Free State and a management
diploma from Unisa. He is a member of the Geological Society of South Africa.
Shares in Auriant Mining AB: 0. Warrants in Auriant Mining AB: 0.
Peter Daresbury is a citizen of the United Kingdom, born in 1953. He is
independent of the Company, its management and major shareholders.
Peter Daresbury has held many senior positions, including from 1997 to 2000 as
CEO of Greenalls Group. Peter Daresbury has served as Non-Executive Chairman of
Kazakhgold Group Ltd. from 2005 to 2007 and Executive Chairman of Highland Gold
from 2002 to 2004. Peter is currently Chairman of Mallett PLC, Aintree
Racecourse Ltd and Nasstar PLC.
Current directorships include Bespoke Hotels Ltd, Rusant Ltd and Pesto
Restaurants. Since 2005, Peter Daresbury has been a member of Fleming Family
and Partners Private Equity Investment Committee.
Peter Daresbury has B Sc in history from Cambridge University.
Shares in Auriant Mining AB: 0. Warrants in Auriant Mining AB: 0.
8.Resolution on change of the payment order of the board fee
The Annual General Meeting of Auriant Mining AB decided on 24 May 2012 that the
remuneration to the Chairman of the board shall be SEK 250 000 and SEK 200,000
to each of the other board members. The Annual General Meeting also resolved
that the fees would be paid in six installments for each meeting that required
physical presence.
The board has received a proposal from a shareholder representing 52.87% of the
shares in Auriant Mining AB stating that at the Extraordinary General Meeting
it will propose that the decision regarding the directors' fees approved by the
Annual General Meeting shall be amended and restated as follows. Board members
will be remunerated at 200,000 SEK each and the Chairman at 250,000 SEK. The
remaining fees which have not yet been paid as of the date of the Extraordinary
General Meeting shall thereafter be paid to each member of the board in 7
(seven) equal installments on a monthly basis, starting from November 2012.
However, if a Board member fails to attend a board meeting requiring physical
attendance, such Board member’s fee for the month in which such missed Board
meeting occurs will be deemed forfeited and will be withheld by the Company. No
board remuneration will be paid to board members who receive salary from the
Company. If any committee is established by the board, no remuneration is to be
paid for participation in it.
9. Resolution on the new guidelines for remuneration to the executive management
The board of directors has received a proposal from a shareholder representing
52.87% of shares in Auriant Mining AB stating that the Extraordinary General
Meeting is proposed to approve the new guidelines for remuneration to the
executive management of Auriant Mining group (”Group”), as follows:
The guidelines shall apply to remuneration and other employment terms and
conditions of the managing director and other members of the Group’s management
(”Group Management”) and shall apply until the AGM of 2013.
Guidelines
The guidelines shall apply to all contracts, which are entered into after the
meeting’s resolution and in those cases where amendments are made to the
existing terms and conditions after this point in time. The Company shall aim
to offer a total remuneration, which is reasonable and competitive based on the
circumstances in the individual country and in that respect also able to offer
a so-called "Sign on" bonus in order to recruit the best management. The
remuneration shall vary in relation to the performance of the individual and
the Group. It is proposed that the total remuneration to the Group Management
shall consist of the components stated below.
Fixed salary
The fixed salary (”Base Salary”) shall be adjusted to the market and be based
on responsibility, competence and performance. The fixed salary shall be
revised every year.
Variable salary
The variable salary shall relate to the Company’s production results, reserves
and
production goals, and specific goals within each individual’s area of
responsibility. The variable salary may be paid in one or several installments,
upon achievement of specific targets and/or upon approval by the board of
directors of the Company’s results for the year to which such variable salary
relates. In any event the variable salary shall amount to a maximum of one
annual Base Salary.
Long-term incentives
The board of directors intends, on a regular basis, to assess the need of
long-term incentive
programs, which shall be proposed to the general shareholders’ meeting.
Insurable benefits
Old-age pension, healthcare benefits and medical benefits shall, if applicable,
be prepared in a
manner that reflects the rules and practice in the home country. If possible,
the pension plans shall be premium determined. In individual cases, depending
on the tax and/or social insurance laws, which apply to the individual, other
adjusted pension plans or pension solutions may be approved.
Other benefits
The Company shall be able to provide individual members of the Group Management
or the entire Group Management with other benefits. Those benefits shall not
constitute a substantial part of the total remuneration. The benefits shall
further correspond to what is normal on the market.
Termination and severance pay
Notice of termination of employment shall be no more than twelve months in case
of termination initiated by the Group and no more than six months in case of
termination initiated by a member of the management. In individual cases, the
board of directors shall be able to approve a severance pay in addition to the
period of notice. Severance pay may only be paid in case termination is
initiated by the Group or when a member of the Group Management resigns due to
a significant change of his/her working conditions, which means that he/she
cannot perform adequately.
Derogation from the guidelines
The board of directors shall be entitled to derogate from these guidelines if
special reasons exist in an individual case.
10. Resolution on the incentive program for the Managing Director
The board has received a proposal from a shareholder representing 52.87% of the
shares and votes in the Company, stating that the Extraordinary General Meeting
is proposed to decide on the issue of warrants and stock options to the
Managing Director Denis Alexandrov.
The reason for the proposal and deviation from the shareholders' preferential
rights is the following. The shareholder finds it both a pressing matter and in
the interests of all the shareholders to increase the responsibility and create
a greater participatory interest for the Managing Director in the Company as
regards the Company’s and its subsidiaries’ development and to ensure that the
Managing Director shares the goal of generating profitable and value creating
growth. It is furthermore pressing to motivate continued employment in the
Company.
The shareholder proposes the following main terms of the incentive program for
the Managing Director.
1) Warrants 2012/2013 series I (part 1)
The Company shall, with deviation from the shareholders' preferential rights,
issue maximum 185,442 warrants to Denis Alexandrov or such legal person as he
may appoint and which is controlled by him or of which he is the ultimate
beneficial owner. The warrants shall be issued free of charge. Subscription for
the warrants shall be made latest on 31 December 2012. Each warrant gives the
right to subscribe for one (1) share in the Company, each with a quotient value
of SEK 11.25. Subscription for shares through exercise of warrants for
subscription shall be possible to make from the date of registration of the
warrants with the Companies Registration Office until 31 March 2013.
Subscription for shares shall be made at a strike price per share of SEK 11.25.
At full use of the warrants the Company’s share capital may be increased by no
more than SEK 2,086, 222.5. The reason for deviation from the shareholders'
preferential rights is to implement the incentive program mentioned above.
2) Warrants 2012/2017 series I (part 2A)
The Company shall, with deviation from the shareholders' preferential rights,
issue maximum 92,721 warrants to the Company’s wholly owned subsidiary LLC
“Auriant Management” which will have the right to subscribe for the warrants.
The warrants shall after subscription be possible to transfer (i) directly to
Mr. Denis Alexandrov or such legal person as he may appoint and which is
controlled by him or of which he is the ultimate beneficial owner and/or (ii)
to another wholly owned subsidiary of Auriant Mining AB and thereafter to Mr.
Denis Alexandrov or such legal person as he may appoint and which is controlled
by him or of which he is the ultimate beneficial owner. Subscription for the
warrants shall be made latest on 31 December 2012. The warrants shall be issued
free of charge and shall also be transferred in accordance with the above
provisions free of charge. Neither LLC "Auriant Management" nor such other
wholly owned subsidiary of Auriant Mining AB which holds the warrants shall be
entitled to exercise them. Each warrant gives the right to subscribe for one
(1) share in the Company, each with a quotient value of SEK 11.25. Subscription
for shares through exercise of the warrants for subscription shall be possible
to make either:
from the date of registration of the warrants with the Companies Registration
Office until 1 June 2017 at a strike price per share of SEK 11.25 subject to
the total market capitalization of the Company having reached SEK 463,605,000
or
from 1 June 2016 to 1 June 2017 at a strike price of SEK 250 per share.
At full use of the warrants the Company’s share capital may be increased by no
more than SEK 1,043,111.25.
The reason for deviation from the shareholders' preferential rights is to
implement the incentive program mentioned above.
3) Warrants 2012/2017 series II (part 2B)
The Company shall, with deviation from the shareholders' preferential rights,
issue maximum 92,721 warrants to the Company’s wholly owned subsidiary LLC
“Auriant Management” which will have the right to subscribe for the warrants.
The warrants shall after subscription be possible to transfer (i) directly to
Mr. Denis Alexandrov or such legal person as he may appoint and which is
controlled by him or of which he is the ultimate beneficial owner and/or (ii)
to another wholly owned subsidiary of Auriant Mining AB and thereafter to Mr.
Denis Alexandrov or such legal person as he may appoint and which is controlled
by him or of which he is the ultimate beneficial owner. Subscription for the
warrants shall be made latest on 31 December 2012. The warrants shall be issued
free of charge and shall also be transferred in accordance with the above
provisions free of charge. Neither LLC "Auriant Management" nor such other
wholly owned subsidiary of Auriant Mining AB which holds the warrants shall be
entitled to exercise them. Each warrant gives the right to subscribe for one
(1) share in the Company, each with a quotient value of SEK 11.25. Subscription
for shares through exercise of warrants for subscription shall be possible to
make either:
from the date of registration of the warrants with the Companies Registration
Office until 1 June 2017 at a strike price per share of SEK 11.25, subject to
the total market capitalization of the Company having reached SEK 649,047,000
or
from 1 June 2016 to 1 June 2017 at a strike price of SEK 250 per share.
At full use of the warrants the Company’s share capital may be increased by no
more than SEK 1,043,111.25.
The reason for deviation from the shareholders' preferential rights is to
implement the incentive program mentioned above.
4) Employee stock options and warrants 2012/2017 series III (part 3)
Mr. Denis Alexandrov shall be offered to, free of charge, acquire Employee
Stock Options. Each Employee Stock Option carries the right for the holder to
purchase one (1) share in the Company. Each share shall be transferred at a
price of SEK 15 per share. The Employee Stock Options may be used until 1 June
2017 with the right for the holder of the Employee Stock Options to call upon
the warrant right from the date of vesting and until 1 June 2017.
The Employee Stock Options are not transferrable other than to a legal person
appointed by Mr. Denis Alexandrov and which is controlled by him or of which he
is the ultimate beneficial owner. Full use of the Employee Stock Options
requires that Mr. Denis Alexandrov remains the Managing Director in the Company
until such time when all his Employee Stock Options have been vested. One third
of the granted Stock Options will be vested on 1 June 2013, one third on 1 June
2014 and the final third on 1 June 2015 subject to continued assignment as
Managing Director of the Company at each respective time. However, in the event
of a change of control situation in the Company (as defined in the employment
agreement between the Company and Mr. Denis Alexandrov) all stock options shall
be immediately available for subscription for shares.
The extent of the program is proposed to be no more than 556,326 Employee Stock
Options.
In order to secure that the Company can fulfill its obligations to deliver
shares when a holder of the Employee Stock Options wishes to subscribe for
them, it is proposed to the shareholders’ meeting to approve the majority
shareholder’s proposal to issue maximum 556,326 warrants and to approve that
they be further transferred as follows. The right to subscribe for warrants
shall, with deviation from the preferential rights of the shareholders, belong
to the Company’s wholly owned subsidiary LLC “Auriant Management”. The warrants
shall after subscription be possible to transfer (i) directly to Mr. Denis
Alexandrov or such legal person as he may appoint and which is controlled by
him or of which he is the ultimate beneficial owner and (ii) to another wholly
owned subsidiary of Auriant Mining AB and thereafter to Mr. Denis Alexandrov or
such legal person as he may appoint and which is controlled by him or of which
he is the ultimate beneficial owner. Subscription for the warrants shall be
made latest on 31 December 2012. The warrants shall be issued free of charge
and shall also be transferred in accordance with the above provisions free of
charge. Neither LLC "Auriant Management" nor such other wholly owned subsidiary
of Auriant Mining AB which holds the warrants shall be entitled to exercise
them.
Each warrant gives the right to subscribe for one (1) share in the Company,
each with a quotient value of SEK 11.25. Subscription for shares shall be made
at a strike price per share of SEK 15. At full use of the warrants the
Company’s share capital may be increased by no more than SEK 6,258,667.5.
The reason for the deviation from the shareholders' preferential rights is to
ensure the performance by the Company of its obligations under the employee
stock option plan, according to the incentive program mentioned above.
11. Incentive scheme for a new key employee
The Board proposes that the Extraordinary Shareholders’ Meeting establishes an
incentive program to the newly employed Chief Investment Officer of the Group,
Max Yacoub.
The reason for the proposal and the deviation from the shareholders'
preferential rights is the following. The Board of Directors has found it both
a pressing matter and in the interests of all the shareholders to be able to
recruit a new key member of management to the Group and to, at the same time,
increase the responsibility and create a greater participatory interest for
this key member of management in the Company as regards the Company’s and its
subsidiaries’ development and to ensure that the key member of management
shares the goal of generating profitable and value creating growth. It is
furthermore pressing to motivate continued employment in the Group.
The Chief Investment Officer shall be offered to, free of charge, acquire
Employee Stock Options. Each Employee Stock Option carries the right for the
holder to purchase one (1) share in the Company. Each share shall be
transferred at a price of SEK 15 per share. The Employee Stock Options may be
used until 12 November 2017 with the right for the holder of the Employee Stock
Options to call upon the warrant right from the date of vesting and until 12
November 2017.
The Employee Stock Options are not transferrable other than to a legal person
appointed by Mr. Max Yacoub and which is controlled by him or of which he is
the ultimate beneficial owner. Full use of the Employee Stock Options requires
that this person remains the Chief Investment Officer in the Group until such
time when all his Employee Stock Options have been vested. One third of the
granted Stock Options will be vested on 12 November 2013, one third on 12
November 2014 and the final third on 12 November 2015 subject to continued
assignment as Chief Investment Officer in the Group at each respective time.
It is suggested that the scope of the program shall not exceed 130,000 Employee
Stock Options.
In order to secure that the Company can fulfill its obligations to deliver
shares when a holder of the employee stock options wishes to subscribe for
them, it is proposed by the board to the shareholders’ meeting to approve the
issue of maximum 130,000 warrants and to approve that they be further
transferred as follows. The right to subscribe for the warrants shall, with
deviation from the shareholders’ preferential rights, belong to the Company’s
wholly owned subsidiary LLC “Auriant Management”. The warrants shall after
subscription be possible to transfer (1) directly to Mr. Max Yacoub or such
legal person as he may appoint and which is controlled by him or of which he is
the ultimate beneficial owner and (ii) to another wholly owned subsidiary of
Auriant Mining AB and thereafter to Mr. Max Yacoub or such legal person as he
may appoint and which is controlled by him or of which he is the ultimate
beneficial owner. Subscription for the warrants shall be made latest on 31
December 2012. The warrants shall be issued free of charge and shall also be
transferred in accordance with the above provisions free of charge. Neither LLC
"Auriant Management" nor such other wholly owned subsidiary of Auriant Mining
AB which holds the warrants shall be entitled to exercise them.
Each warrant gives the right to subscribe for one (1) share in the Company,
each with a
quotient value of SEK 11.25. Subscription for shares through exercise of the
warrants for
subscription shall be possible to make from the date of registration of the
warrants with the Companies Registration Office until 12 November 2017.
Subscription for shares shall be made at a strike price per share of SEK 15. At
full use of the warrants the Company’s share capital may be increased by no
more than SEK 1,462,500.
The reason for deviation from the shareholders' preferential rights is to
implement the incentive program mentioned above.
* * *
General information
Number of shares and votes
At the time of issuing the notice, the Company has a total 17, 616, 987
registered shares, with one vote per share. The Company does not hold any own
shares.
Available documents
The complete proposals for resolutions and document according to Chapter 14 § 8
of the Companies Act will be kept available at the Company’s office at
Engelbrektsplan 2, 4 tr, 114 34 Stockholm starting from 13 November 2012 and
will be sent in connection therewith to the shareholders who so request and
state their postal address. The documents will also be available on the
Company’s website www.auriant.se. All of the above documents will also be
submitted at the general meeting.
Stockholm in November 2012
Auriant Mining AB (publ)
Preston Haskell, Chairman of the Board
tel: +46 768 905 549
e-mail:
Denis Alexandrov, Member of the Board and CEO
tel: + 7 985 222 66 74
e-mail: