NOTICE OF EXTRAORDINARY SHAREHOLDERS’ MEETING OF SOTKAMO SILVER AB (PUBL)
The shareholders of Sotkamo Silver AB (publ), with registration number 556224-1892, are hereby invited to attend the Extraordinary Shareholders’ Meeting to be held at 2:00 p.m. on Tuesday, May 22th, 2012, at Klara Strand with address Klarabergsviadukten 90, conference room Viktor Arendorff, in Stockholm, Sweden. Registration will open at 1.30 p.m.
Attendance; pre-registration
A shareholder who wishes to attend the Extraordinary Shareholders’ Meeting shall be registered as shareholder in the register of shareholders maintained by Euroclear Sweden AB as per Tuesday, May 15th, 2012. A shareholder may bring not more than two advisors.
Pre-registration should be made to the company as per Tuesday, May 15th, 2012, in writing to Sotkamo Silver AB, Extraordinary Shareholders’ Meeting, Hovslagargatan 5 B, SE-111 48 Stockholm, Sweden; by phone + 46 708-666 799; or by e-mail to agnetha.pernerklint@silver.fi. Notification shall include name, date of birth or corporate registration number and telephone number.
Nominee registered shares
Shareholders, whose shares are registered in the name of nominee through a bank or other custodian must, in order to be allowed to attend the meeting, request to be temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Shareholders who wish to request such registration must inform its custodian of this well in advance before Tuesday, May 15th, 2012, when such registration at the latest must be executed.
Representatives etc.
Shareholders may appoint one or more representatives. Shareholders who are represented by proxy shall issue a dated proxy in writing for the representative. The proxy is valid one year from issuing date, if it is not in the proxy specified a longer period which cannot exceed five years from issuance. If the proxy is issued by a company such proxy shall be attached a qualified certificate such as registration certificate or equivalent. Proxies in original and any authorization documents should in good time before the Extraordinary Shareholders’ Meeting be sent to Sotkamo Silver AB, Extraordinary Shareholders’ Meeting, Hovslagargatan 5 B, SE-111 48 Stockholm, Sweden. A proxy form is available on the company website, www.silver.fi and will be sent to shareholders upon request.
Proposed Agenda
- Opening of the Extraordinary Shareholders’ Meeting
- Election of Chairman at the Extraordinary Shareholders’ Meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or two persons for approval of the minutes
- Determination whether the Extraordinary Shareholders’ Meeting has been duly convened
- Resolution to amend the articles of association
- Resolution on preferential rights issue of shares
- Resolution on non-preferential issue of shares
- Resolution on issue of warrants
- Reverse-split of shares with simultaneous amendment to articles of association
- Confirmation of earlier notified authorization adjusted for consolidation
- Closing of the Extraordinary Shareholders’ Meeting
Proposals
Item 7 – proposed change to the articles of association
The board proposes that the extraordinary general meeting, in order to make the proposed issues in items 8 and 9 possible, and qualified by these, decides to change the articles of association entailing a change of the minimum and maximum capital and the highest and lowest number of shares, so that the lowest share capital shall be 100,000,000 SEK and the highest 400,000,000 SEK, and that the lowest number of shares shall be 250,000,000 shares and the highest number of shares 1,000,000,000.
Item 8 – preferential rights issue
The board proposes that the extraordinary general meeting, qualified by the decision to amend the articles of association in item 7, resolves to increase the company’s share capital in accordance with the decision adopted by the board of directors pursuant to its authorization below.
Company shareholders who are registered in the company’s register of shareholders kept by Euroclear Sweden AB on 29 May 2012 shall have preferential rights in the issue in relation to the number of shares held.
Should not all shares be subscribed for by preferential rights as set out above, the board will resolve on allotment up to the maximum amount of the issue. First hand, allotment of shares subscribed for without subscription rights will be made to parties that have subscribed for shares with subscription rights, and in case of oversubscription, in relation to the number of subscription rights each subscribing party has used to subscribe for shares, and, should that not be possible, by drawing of lots. Second hand, allotment of shares subscribed for without subscription rights shall be made to parties who have subscribed for shares without subscription rights, and to the extent such parties cannot receive full allotment, pro rata in relation to the number of shares subscribed for, and should that not be possible, by drawing of lots. Any remaining shares shall be allotted to parties that have declared themselves willing to guarantee the rights issue.
The record date shareholders receiving preferential rights in the rights issue is on 29 May 2012
The board of directors shall be authorized to, not later than five days prior to the record date, decide on the amount by which the company’s share capital will increase, the number of shares to be issued and the amount to be paid for each new share. The board intends to announce the full terms on 18 May 2012.
Subscription for new shares shall take place during the time 1 June 2012 – 15 June 2012. Subscription by virtue of subscription rights shall be made by direct payment. Subscription without subscription rights shall be made on a separate subscription form. Payment for shares subscribed for without subscription rights shall be made in cash not later than the third bank day following the sending of an issue statement to the subscriber.
The reason for the share issue is that the company desires to secure sufficient capital to continue to develop the mine in Taivaljärvi. The rights issue is expected to bring proceeds of approx. 85 million SEK.
Item 9 – non-preferential issue to Finnish investors
The board proposes that the extraordinary general meeting, qualified by the decision to amend the articles of association in item 7 and the rights issue in item 8, resolves to increase the company’s share capital in accordance with the decision adopted by the board of directors pursuant to its authorization below.
Parties entitled to subscribe shall primarily be Finnish investors, as part of the admitting of the company’s shares to trading in Helsinki. The board will as part of the allotment take into consideration the aim to create a broad distribution of the shares among Finnish investors.
The board of directors shall be authorized to decide on the amount by which the company’s share capital will increase, the number of shares to be issued and the amount to be paid for each share. The price to be paid will be on market terms and the same as the price to be paid in the preferential rights issue. The board intends to announce the full terms on 18 May 2012.
Subscription for new shares shall take place during the time 1 June 2012 – 15 June 2012. Payment for shares subscribed for shall be made in cash not later than the third bank day following the sending of an issue statement to the subscriber.
The reason for the share issue is that the company desires to secure sufficient capital to continue to develop the mine in Taivaljärvi. The reason for the deviation for the shareholders’ preferential rights is that the company, which intends to apply for admittance of its shares to trading in Finland, desires to procure a broad spread of owners and increased liquidity by attracting Finnish investors. The non-preferential issue is expected to bring proceeds of approx. 85 million SEK.
Item 10 – issue of warrants
The board proposes that the extraordinary general meeting, qualified by the decision to amend the articles of association in item 7 and the shares issues in items 8 and 9, resolves to issue share options (“warrants”), with deviation from the preferential rights of the shareholders, in accordance with the following.
Each party that in the share issues referred to in items 8 and/or 9 has subscribed for one hundred (100) shares shall without any cost be allotted one (1) warrant (wihout subscription). Each warrant (prior to the reverse-split of shares in item 11) shall entitle to the subscription of twenty five (25) new shares in the company. As the board of directors in the in the shares issues referred to in items 8 and/or 9 have been authorized to resolve on the number of shares to be issued, the highest number of warrants to be issued will be decided in connection with the decision to set the detailed terms of the mentioned share issues.
Each warrant will give the right, starting at the time of the registration of the issue and up to 30 November 2012, to subscribe for shares in the company against payment of a subscription price to be decided by the board at the latest at the time that full terms of the share issues set out in items 8 and 9.
The subscription price and the number of shares that a warrant entitles to subscribe for may be subject to adjustment, and the time of exercise may be brought forward in time or postponed, in accordance with the terms of the warrants. In connection with the reverse-split of shares under item 11, a corresponding adjustment of the number of shares a warrant entitles to will be made, so that each warrant will entitle to subscribe for one (1) share. A corresponding adjustment to the subscription price will be made.
The reason for the deviation from the preferential rights of the shareholders is that the company wishes to reward parties participating in the share issues.
Item 11 – reverse-split of shares subsequent to finalized share issues
The board proposes that the extraordinary general meeting resolves to reverse-split shares 1:25, so that 25 shares are combined to one share. In connection with the reverse-split, shareholders whose shareholding does not correspond to a whole new share (holders of so called “fraction shares”) will be compensated subsequent to the sale by the company by these fraction shares in accordance with Chapter 4 Section 50 of the Swedish Companies Act. The reverse-split shall be made in connection with a change of the articles of association, as part of which the lowest and highest number of shares will be adjusted correspondingly, so that the lowest number of shares will be 10,000,000 and the highest number 40,000,000 shares. The decision by the shareholders meeting is qualified by the approval of the proposals under items 7 to 10 above.
The board of directors shall be authorized to decide the record date for the reverse-split and the corresponding change of the articles of association. The reverse-split shall be effected after the finalization of the issues under items 8, 9 and 10 above. The board of directors assesses preliminarily that the record date for the reverse-split will be on or about 9 July 2012.
Item 12 – confirmation of earlier authorization for the board of directors to issue shares, adjusted taking into consideration the reverse-split
The board proposes that the authorization for the board to issue share and other financial instruments which was given at the annual general meeting on 29 March 2012 is re-confirmed and adapted to the circumstances after the reverse-split, entailing a clarification that the previous authorization, up to 25 million shares, after the reverse-split shall entitle to one (1) million shares.
Majority Requirements
For a valid decision, the proposals under items 7, 9, 10, 11 and 12 require the support by shareholder representing at least two thirds of votes cast and shares present at the meeting.
Additional Information
The Board's complete proposal regarding items 7 to 12 and related documents pursuant to Chapter 13, Section 6 and Chapter 14, Section 8 of the Companies Act will be available at the company and on the company’s website from April 30th, 2012, and will be sent for free to those shareholders who so wish. At the day of this notice the company has in total 259 481 934 shares with one vote each.
Stockholm on 20 April 2012
The Board of Directors
SOTKAMO SILVER AB (publ)
Stockholm on 20 April 2012
Timo Lindborg, CEO
The information provided in this press release is such that the company is required to disclose pursuant to the Swedish Securities Markets Act and/or the Financial Instruments Trading Act.
About Sotkamo Silver AB:
Sotkamo Silver AB´s business concept is to exploit mineral deposits in the Nordic countries with regard to human society and environment. Sotkamo Silver owns, through its subsidiary mineral deposits, which contains silver and gold in Finland. The Company’s main development project is the Taivaljärvi Silver Mine.
Sotkamo Silver applies SveMin’s & FinnMin’s respective rules of reporting for public mining & exploration companies. Sotkamo Silver has chosen to report mineral resources and ore reserves according to the internationally accepted JORC or NI 43-101-code.
The company applies International Financial Reporting Standards (IFRS) as approved by the European Union.The shares are traded at the Burgundy market place and NGM Equity in Stockholm.
The ticker symbol is SOSI. ISIN-code for Sotkamo Silver shares is SE0001057910.
Read more about Sotkamo Silver on www.sotkamosilver.com or www.silver.fi
For further information: Timo Lindborg, CEO, tel. +358 40 508 3 507