NOTICE TO EXTRAORDINARY GENERAL MEETING IN ENDOMINES AB (PUBL)
Endomines AB, Stock Exchange Release 17 June 2021 at 08:00 CEST
This is an unofficial office translation of the Swedish original. In case of differences the Swedish version shall prevail.
The shareholders of Endomines AB (publ), reg. no. 556694-2974, (the "Company") are hereby invited to an Extraordinary General Meeting to be held on Monday 19 July 2021. Due to the COVID-19 pandemic, the meeting will be carried out through postal voting only, pursuant to temporary legislation. It will not be possible for shareholders to attend the meeting in person or by proxy.
Right to attend the meeting
Shareholders who wish to attend the Extraordinary General Meeting shall (i) be entered as shareholders in the share register maintained by Euroclear Sweden AB in relation to the circumstances on Friday 9 July 2021 and (ii) give notice of their attendance at the meeting no later than on Friday 16 July 2021 by casting a postal vote in accordance with the instructions under the heading Postal voting below, so that the postal vote is received by Euroclear Sweden AB no later than on Friday 16 July 2021.
In order to be entitled to participate in the Extraordinary General Meeting, shareholders who have their shares registered in the names of nominees (including Finnish shareholders that are registered within the Finnish book-entry system at Euroclear Finland Oy) must, apart from giving notice of their attendance at the meeting, register their shares in their own name so that the shareholder is entered in the share register kept by Euroclear Sweden AB as per Friday 9 July 2021. 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. Voting rights registrations effected no later than the second banking day after Friday 9 July 2021 will be considered in the preparation of the share register.
Shareholders may exercise their voting rights at the general meeting only by voting in advance, through so called postal voting, in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for postal voting. The form is available on Endomines' website, www.endomines.com. The postal voting form is considered as the notification of attendance at the general meeting.
The completed voting form must be received by Euroclear Sweden AB (being the administrator of the forms for Endomines) no later than Friday 16 July 2021. The completed form shall be sent to Endomines AB, "EGM 2021", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. The completed form may alternatively be submitted electronically either by signing using BankID as per instructions available on https://anmalan.vpc.se/euroclearproxy or through sending the completed voting form by e-mail to GeneralMeetingService@euroclear.com with reference "Endomines' EGM 2021". If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. Power of attorney forms are available at the Company's website, www.endomines.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the voting form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
- Election of Chairman of the meeting
- Preparation and verification of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Establishment of whether the meeting has been duly convened
- The Board of Directors’ proposal regarding resolution on approval of merger plan prepared by the Company and Endomines Finland Oyj
Proposals for resolutions
Item 1 – Election of Chairman of the meeting
The Board of Directors proposes Tone Myhre-Jensen at Cederquist, member of the Swedish Bar Association, to be elected as Chairperson of the meeting.
Item 2 – Preparation and verification of the voting list
The voting list which is proposed to be approved under item 2 of the agenda shall be the voting list prepared by Euroclear Sweden AB at the request of the Company based on the general meeting's share register and postal votes received. The list shall be controlled by the person(s) verifying the minutes.
Item 4 – Election of one or two persons to verify the minutes
The Board of Directors proposes that the minutes shall be verified by Lars-Olof Nilsson, proxy for Mariatorp Oy and Wipunen varainhallinta Oy, or, if he is unable to attend the meeting, the person or persons otherwise assigned by the Board of Directors. The persons verifying the minutes shall also control the voting list and that received postal votes are correctly reflected in the minutes.
Item 6 – The Board of Directors’ proposal regarding resolution on approval of merger plan prepared by the Company and Endomines Finland Oyj
Background and motive
The Board of Directors of the Company, as transferor company, has, together with the Board of Directors of Endomines Finland Oyj, a Finnish wholly-owned subsidiary of the Company specifically established for the purpose of the merger (“Endomines Finland”), as transferee company, prepared a joint merger plan (the “Merger Plan”). The Merger Plan was signed by Board of Directors of each of the companies on 3 June 2021 and was subsequently registered with, and publicly announced by, the Swedish Companies Registration Office and the Finnish Patent and Registration Office, respectively.
As further set out in detail in the Merger Plan, the assets and liabilities of the Company shall be transferred to Endomines Finland through a downstream cross-border merger by way of absorption (the “Merger”) pursuant to applicable legislation in Sweden and Finland. As a result of the Merger, Endomines Finland will be the new parent company of the Endomines Group. Thereby, the Endomines Group's registered office will be transferred to Espoo, Finland.
The effects of the Merger
The Company's structure and the large number of shareholders domiciled in Finland means that the existing national regulatory frameworks do not fully accommodate the Company's business model. As a Finnish public limited liability company with its shares listed on Nasdaq Helsinki and Nasdaq Stockholm, Endomines Finland would be subject to a regulatory framework more suited for the company, its operations and thereby its shareholders and that is expected to decrease administrative complexity and reduce administrative costs and increase efficiency.
After the Merger, Endomines' business will be carried out in Endomines Finland. The Company's business, assets, liabilities and employees will not be affected by the Merger as those will be transferred to Endomines Finland in the Merger by universal succession (Sw. universalsuccession).
The ownership structure of Endomines Finland after the Merger will be identical to the Company's ownership structure immediately before the Merger. In the Merger, the Company's shareholders will thus receive one new share in Endomines Finland for each share held in the Company, as further described below under the heading The Merger Consideration. Similarly, holders of special rights in the Company, such as warrants and/or convertibles, will receive warrants and/or convertibles of corresponding rights in Endomines Finland.
After the Merger, Endomines Finland's shares will be listed on Nasdaq Helsinki and Nasdaq Stockholm.
Further information on the Merger is presented in the Merger Plan, which is available on the Company's website www.endomines.com, and will also be presented in the prospectus regarding the Merger, which will be made available on the Company's website no later than two weeks prior to the Extraordinary General Meeting.
The Merger Consideration
As follows from the Merger Plan, the shareholders of the Company will receive as merger consideration one (1) new share in Endomines Finland for each share owned in the Company (the “Merger Consideration”). This means that the Merger Consideration will be paid to the shareholders of the Company in proportion to their existing shareholding, with an exchange ratio of 1:1. The exchange ratio has been determined based on the fact that Endomines Finland is a wholly owned subsidiary of the Company, without any operations of its own, and is also a newly formed company. Therefore, the value of all shares in Endomines Finland after the Merger reflects the value of all shares in the Company. The Merger Consideration will be paid automatically, and no actions are required from the Company’s shareholders in relation thereto.
The shares in Endomines Finland that will be paid as Merger Consideration, will be admitted to trading on Nasdaq Helsinki and Nasdaq Stockholm, with main listing on Nasdaq Helsinki. In connection with this, trading in the Company’s shares on Nasdaq Stockholm and Nasdaq Helsinki will cease.
Conditions for the execution of the Merger
The Merger will be executed when the Finnish Patent and Registration Office has registered the Merger in the Finnish trade register, whereby the legal consequences of the Merger enter into force. This is planned to occur on or about 1 October 2021. Upon registration in the Finnish trade register, the Company will be dissolved.
The execution of the Merger by the Company and Endomines Finland is subject to the following conditions:
(i) that the Extraordinary General Meeting of the Company resolves to approve the Merger Plan,
(ii) that the shares of Endomines Finland are approved for admission to trading on Nasdaq Helsinki and Nasdaq Stockholm when the Merger Consideration is issued,
(iii) that the Merger has not been prohibited or, in the opinion of the Boards of Directors of the Company and Endomines Finland, respectively, impeded, in whole or in part, by any applicable laws and regulations, any change in the practices of relevant authorities or courts (including but not limited to changes in interpretations and changes in relevant laws and regulations) or any other reason that may be considered significant by the Boards of Directors of the Company and Endomines Finland, respectively, and
(iv) that the execution of the Merger has been registered in the Finnish Trade Register.
The Board of Directors’ proposal
The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Merger Plan.
Majority requirements etc.
For valid a resolution of the Extraordinary General Meeting under item 6, it is required that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the Extraordinary General Meeting.
The Board of Directors, the CEO or whomever the Board of Directors may appoint, is authorized to make such minor adjustments of the Extraordinary General Meeting’s resolutions as may prove necessary in connection with the registration of the Merger.
Number of shares and votes
As per the day of this notice, there is a total of 221,120,035 shares in Endomines, each carrying one vote, totalling the same number of votes. At the same date, the company does not hold any of its own shares.
Shareholders' right to request information
The shareholders have the right to receive information from the Board of Directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda if the Board of Directors believes that such information can be provided without causing material damage to the Company. A request for such information shall be made in writing to Endomines AB, Att: Board of Directors, P.O. Box 5822, SE-102 48 Stockholm, Sweden, or by e-mail to firstname.lastname@example.org, no later than Friday 9 July 2021. The information will be provided by being kept available at the Company and on the Company's website, www.endomines.com, no later than Tuesday 14 July 2021. The information is also sent, within the same period of time, to the shareholders who so request and state their postal or e-mail address.
The Merger Plan with appended documents (including the report by the Boards of Directors of the Company and Endomines Finland respectively regarding the circumstances which may be of importance in conjunction with the assessment of the suitability of the Merger for the companies) and the Annual Report, including the Auditor's Report, for 2020 are available at the Company’s website www.endomines.com. The aforementioned documents will be sent by mail or e-mail to the shareholders who request it and provide their postal address or e-mail address.
The prospectus relating to the Merger will be available on the Company's website www.endomines.com no later than two weeks before the Extraordinary General Meeting.
Processing of personal data
For information on how your personal data is processed, please refer to the Privacy notice that is available on Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Stockholm, June 2021
Endomines AB (publ)
The Board of Directors
For further information, please contact:
Marcus Ahlström, Interim CEO and CFO, +358 50 544 68 14, email@example.com
This information was submitted for publication through the contact person set out above at 08:00 CEST on 17 June 2021.
Endomines is a mining and exploration company with its primary focus on gold. The Company explores for gold along the Karelian Gold Line in Eastern Finland and develops mining operations in Idaho, USA and Finland. Endomines aims to improve its long-term growth prospects by increasing its exploration activities and through acquisitions. Endomines aims to acquire deposits that are situated in stable jurisdictions and can be brought to production rapidly with limited investments.
The shares trade on Nasdaq Stockholm (ENDO) and Nasdaq Helsinki (ENDOM).