Notice of annual general meeting
(This is a translation, if differences the Swedish is valid)
The shareholders of Delta Minerals AB (publ) are hereby invited to the annual general meeting on Thursday 9 June 2016, at 13.00 at Birger Jarl Conference, Birger Jarlsgatan 61A, Stockholm.
A. the right to participate at the annual general meeting
Shareholders who wish to attend the general meeting must be recorded in the by Euroclear Sweden AB share register maintained on Thursday 2 June 2016, and announce their intention to participate in the annual general meeting last Friday 3 June 2016 under the address: Delta Minerals AB, Box 26, 182 11 Danderyd, via e-mail to Thomas.lundgren@deltaminerals.se or by phone + 46 (0) 70-397 25 24.
Upon notification, the shareholder state their name, personal or corporate registration number, address, telephone number, email address, any assistants, as well as information on shareholdings. Proxy form for shareholders who wish to participate in the general meeting by proxy will be accessible on the company's website www.deltaminerals.se. Shareholders represented by proxy shall issue a power of attorney. If the power of Attorney is issued by a legal entity, a certified copy of the certificate of incorporation or equivalent of the legal person is attached to. Proxy and registration certificate should in due time before the end of the meeting should be submitted by post to the company at the above address. Authorization valid for one year from their issue or the longer duration as is clear from the mandate, up to a maximum of five years.
Shareholders whose shares are registered through nominees or other nominee must, in order to be entitled to participate at the general meeting, temporarily register the shares in his own name with Euroclear Sweden AB, Such registration must be completed as of 2 June 2016 and the administrator should be informed in good time before the said date.
B. Proceedings of the meeting
1. Opening of the meeting
2. Election of a Chairman of the AGM
3. Preparation and approval of the voting list
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. CEO's statement of activities
8. Presentation of the annual report and Auditors ' report
9. Decision:
(a)) Adoption of the income statement and balance sheet,
(b)) Disposition of the company's loss according to the adopted balance sheet
(c)) Discharge or not for the Board directors and the CEO.
10. Fees to the Board of Directors and the auditor
11. Election of Board Directors
12. Election of Auditor
13. Decision of change of company name
14. Decision to amend the Articles of Association
15. Decision concerning authorization for the Board to decide on a new issue of shares/warrants/convertibles
16. Conclusion of the general meeting.
Proposal for a decision
Paragraph 9 (b)-Disposition of the company's profit or loss
The Board proposes that no dividend shall be paid.
Point 10-12-Establishment of fees to the Board of Directors and the auditor and election to the Board of Directors and of the auditor
Shareholders representing 37.7% percent of the votes in the company are proposing that the Board of Directors shall consist of four members without Deputy and that , Thomas Lundgren, Christian Bönnelyche and Cornelio Casido with Hakan Gustafsson as Chairman are reelected, that company must have a registered public accounting firm as auditor that Öhrlings PricewaterhouseCoopers AB is reelected. It is proposed that a fee of 75 000 kronor shall be paid to each of the members of the Board directors and to 125 000 kronor shall be paid to the Chairman of the Board. Fees to the auditor in accordance with the approved bill.
Item 13 – Change of company name
The Board of Directors proposes that the name of the company shall be changed to Delta Environmental Projects AB and the articles of Association § 1 shall be amended as follows.
"§ 1 The name of the company
The name of the company is Delta Environmental Projects AB. The Company is public (publ). "
Item 14-Change of Articles of Association
The Board of Directors propose that the Board shall be authorized to decide issues on the basis of the proposed authorization pursuant to §15 of the articles of association with regard to the limits of the share capital (§ 4) and the number of shares (§ 5) may be modified in accordance with the following:
"§ 4 share capital
The share capital shall be not less than 2 921 0000 kronor and not more than 11 684 0000 kronor.
§ 5 Shares
The number of shares shall be not less than 127 0000 0000 and not more than 508 000 000. "
Item 15-Authorization for the Board to decide on a new issue of shares/warrants/convertibles
The Board of Directors proposes that the annual general meeting authorizes the Board to, on one or more occasions, in the period leading up to the next annual general meeting, with or without preferential rights for shareholders, decide on a new issue of shares, the issue of warrants and/or convertible bonds pursuant to the statutes in force at any given time. Rights issue and private placement to take place against cash payment and/or with provision for non-cash issue or setoff or with other conditions.
C. Information, documents and the number of shares and votes
For a valid resolution in accordance with paragraphs 13-15 requires that decisions be supported by shareholders representing at least two thirds of the votes cast and the shares represented at the general meeting.
The Board of Directors and the CEO shall, if any shareholder requesting it and the Board believes that this can be done without significant damage to the company, provide information about conditions that may have an impact on the assessment of a matter on the agenda, conditions which might influence the evaluation of the company's or subsidiaries ' financial situation and Its relation to other group companies.
Complete proposal for decision as well as the annual report and Auditor's reports are available on the company's web site, www.deltaminerals.se, as of May 19, 2016. Copies of these documents will be sent to those shareholders who request them and provide their postal address.
The company has 127 185 856 shares and 183 743 026 votes.
Stockholm in May 2016
Delta Minerals AB (publ)
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Delta Minerals AB (publ)
Board of Directors