Notice to extra general meeting in Interfox Resources AB (publ)
The shareholders of Interfox Resources AB (publ), company registration no 556658-6797, are hereby given notice convening an extra general meeting on October 21st 2015 at 1 pm, Eriksbergsgatan 10, 2tr, Stockholm.
Right to participate
Shareholders that wish to participate in the procedures at the extra general meeting must by no later than October 15th 2015 be recorded as shareholders in the share register kept by Euroclear Sweden AB as well as by no later than at 12.00 o’clock on October 15th 2015 give notice to the company of their intention to participate in the extra general meeting.
To be entitled to participate in the extra general meeting, owners of shares registered in the name of a trustee must have the shares registered in their own names. Shareholders who have trustee-registered shares should, in good time prior to October 15th 2015, request owner-registration at the bank or broker holding the shares.
Notice of participation
Notice of intention to participate in the extra general meeting shall be given in writing by mail addressed to Interfox Resources AB (publ), Eriksbergsgatan 10, 2tr, 114 30 Stockholm, Sweden or by e-mail to email@example.com. In providing such notice the shareholder should state name, personal registration number or company registration number, telephone number, share holdings as well as the number of any accompanying assistant(s) (maximum 2 assistants). Shareholders who are represented by proxy must issue a written, dated proxy for the representative. Such proxy forms are available at the company’s website www.interfoxresources.se and shall be submitted to the company together with the notice of participation. If the proxy is issued by a legal entity, a certified copy of the registration certificate or an equivalent certificate of authority must be submitted to the company and brought to the extra general meeting together with the original copy of the proxy.
- Opening of the meeting
- Election of Chairman of the meeting
- Verification of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Determination of the number of members of the Board of Directors
- Election of Board members
- Resolution regarding issue of new shares
- Conclusion of the meeting
Point 7 & 8
Shareholders representing about 22 % of the shares and votes proposes that the Board shall be composed of four (4) Board members. It is further proposed that Charles Liu is elected as a new member of the Board. It can be noted that previously elected Board members Anders Thorsell, Max Renard and Jonathan Collins remain on the Board.
The Board proposes that the general meeting resolves to, with deviation from the shareholders pre-emption rights, issue a maximum of 2 446 693 shares at a subscription price of SEK 3,20 per share and thus increase the share capital by a maximum of SEK 2 446 693.
The Far East and Pacific Investments Inc (”FEPI”) shall have the right to subscribe for the issued shares in accordance with the agreement entered into between FEPI and the company in November 2013 concerning the company’s acquisition of its daughter company Mezhlisa Resources Cyprus Ltd (”Mezhlisa”). Subscription for shares shall be made on a separate subscription list by no later than 2015-10-31. Payment for subscribed shares shall be made by set-off against the company’s debt to FEPI amounting to SEK 7 829 417,60. The debt is related to the additional purchase price which the company shall pay to FEPI as a result of the acquisition of Mezhlisa. The reason for the deviation from the shareholders pre-emption rights is that it is financially favorable for the company to set-off the debt against the issue of new shares in the company. The board believes the subscription price of SEK 3,20 per share to be warrantable as it corresponds to the subscription price at which new shares were issued to in the company in accordance with a resolution passed by the board 2015-09-07 in accordance with the authorization from the annual general meeting held 2015-05-18. This resolution is valid provided that it is supported by shareholders holding at least 9/10 of both the votes cast and the shares represented at the meeting.
The complete proposals under point 7-9 above will be available at the company at the latest two (2) weeks before the general meeting. Copies of the documents will be sent, free of charge, on request to such shareholders who provide their address from the date they come available.
The number of shares and votes
When this notice to attend the extra general meeting was issued, the total number of registered shares and votes in the company was 51 362 638. The company holds no own shares.
Stockholm, October 2015
Interfox Resources AB (publ)
The Board of Directors