Notice of Extraordinary General Meeting
(This is a translation of the Swedish invitation, if any differences the Swedish one is the valid.)
The shareholders of
Delta Minerals AB (publ)
are hereby invited to attend an extraordinary general meeting on Wednesday, 14 October 2015, at 13.00 on Birger Jarl Conference, Birger Jarlsgatan 61A, Stockholm.
A. the right to participate in the extraordinary general meeting
Shareholders who wish to attend the general meeting must be recorded in the by Euroclear Sweden AB share register maintained on Thursday 8 October 2015, and announce their intention to participate in the general meeting of shareholders not later than 9 October 2015 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 requested. 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 assumed valid for one year from their issue or longer duration if 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 by 8 October 2015 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. Adoption of the agenda
7. The decision to set aside the decision of the annual general meeting for the aggregation of shares and amendment of the articles of Association
8. Decision on amendment of the articles of Association
9. Decision to suspend the Board of Directors to decide on an issue of shares/warrants/convertibles
10. Election of the Board of Directors and determination of remuneration for the Board of Directors
11. Conclusion of the general meeting of shareholders
Proposal for decisions
Paragraph 7 – decision repealing decision of the annual general meeting for the aggregation of shares and amendment of the articles of Association
The Board of Directors proposes that the extraordinary General Meeting resolves to suspend the decision of the annual general meeting for the aggregation of shares and amendment of the articles of Association.
Paragraph 8 – decision amending articles of Association
In order to allow a further issue in the company, the Board proposes that the General Meeting decides to amend the articles of Association § 4 and § 5.
Stands
§ 4 share capital
The share capital shall be not less than 500 000 SEK and not more than 2 000 000 SEK.
§ 5 Shares
The number of shares shall be not less than 22 000 000 and not more than 88 000 000.
Proposed wording
§ 4 share capital
The share capital shall be not less than 1 955 000 SEK and not more than 7 820 000 SEK.
§ 5 Shares
The number of shares shall be not less than 85 000 000 and maximum of 340 000 000.
Item 9-authorization for the Board to decide on the issuance of shares/warrants/convertibles
The Board of Directors proposes that the extraordinary 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.
Point 10-election of the Board of Directors and determination of remuneration for new members
The company's main shareholders suggest Cornelio Casido and Christian Bönnelyche are elected new members of the Board. Directors ' fees for new members not otherwise remunerated for work performed in the group is proposed to 75 000 SEK per year in relation to the remaining term of Office.
Tore Hallberg and Patric Perenius resign as members and the Board comes after its election to consist of Cornelio Casido, Christian Bönnelyche, Thomas Lundgren and Hakan Gustafsson (Chairman).
C. Information, documents and the number of shares and votes
For a valid resolution in accordance with paragraphs 8-9 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 Managing Director shall, if any shareholder requesting it and the Board believes that this can be done without significant harm to the company provide information about conditions that may have an impact on the assessment of a matter on the agenda.
Copy of the notice will be sent to those shareholders who request them and provide their postal address.
The company has 86 956 521 shares and 143 513 691 votes.
Stockholm in September 2015
Delta Minerals AB (publ)
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Delta Minerals AB (publ)
The Board of Directors