Annual General Meeting of Endomines AB (publ) on April 28, 2011
The Annual General Meeting (the "AGM") of shareholders of Endomines AB (publ)
was held on April 28, 2011.
Appropriation of Endomines AB's (publ) loss
The AGM resolved to adopt the Profit and Loss Statement and the Balance Sheet
for the Parent Company as well as the Consolidated Profit and Loss Statement and
the Consolidated Balance Sheet for the Group for 2010. The AGM resolved to
transfer the accumulated deficit to losses on SEK 84,596,269 carried forward.
The members of the Board of Directors and the President were discharged from
liability for the financial year 2010.
Board of Directors
The AGM resolved that the Board of Directors should consist of seven members.
Timo Lindborg, Lars-GÃ¶ran Ohlsson, Rauno PitkÃ¤nen and Carina Hellemaa were re-
elected as members of the Board of Directors. In addition Karl-Axel Waplan was
re-elected as chairman of the Board. Tuomo MÃ¤kelÃ¤ and Lisbeth Godin-Jonasson
have declined re-election. Eva Redhe Ridderstad and Staffan Simberg were elected
as new members of the Board of Directors.
The AGM further resolved that the yearly fees shall be SEK 200,000 to the
chairman of the Board of Directors and SEK 100,000 to each of the non-employed
members of the Board. It was resolved that Committee work fees shall be SEK
25,000 to each member of the remuneration committee, audit committee and
technical committee. Total committee fees may not exceed SEK 350,000. The
committee fees are unchanged compared to previous year.
The Nomination Committee
The AGM approved the proposal for a Nomination Committee for the AGM 2012 and
that it shall not exceed three members, of which two shall represent the larger
shareholders and the third shall be the chairman of the Board of Directors. The
chairman of the Board of Directors shall during the autumn 2011 contact the
larger shareholders to found a Nomination Committee. The shareholders, which at
such point in time, holds the largest numbers of votes shall have the right to
appoint one representative each to, next to the chairman of the Boards of
Directors, form the Nominations Committee until the next AGM.
Resolution on the implementation of an incentive programme
The meeting resolved unanimously to implement an incentive program in accordance
with the Board of Director's proposal, including a resolution on an issue of
subscriptions options and approval of transfer of the subscriptions options. The
programme is based on the equivalent principles as the ones for the incentive
programme adopted on the Extra Ordinary General Meeting on November 12, 2009.
The programme includes at the most total five members of the executive
management and other key employees, who are considered to be of significant
importance for the company's future development. A maximum of 1,500,000 options
can be issued, which are secured with a corresponding number of subscription
options and, in addition thereto, a maximum of 63,000 subscription options in
order to cover costs for the programme (social security payments). The programme
runs during the period 2012 - 2016 and the options are divided into various
tranches with different points of time for exercise during the time period. Each
option entitles to a purchase of one share in the company. The exercise price
corresponds to 120 percent of the Endomines share's average volume weighted
share price during a certain measurement period. If the subscription options are
fully exercised and full subscription is made, the company's share capital will
increase with SEK 4,689,000. Based on the total number of outstanding shares,
the incentive programme will involve a dilution of a maximum of 1.9 percent of
the share capital in the company, in case of full exercise of all subscription
options. The company's earnings per share is not affected in connection with
adoption of the incentive program, since the strike price of the options exceeds
the current share price at the time of adoption.
Amendment of the Articles of Association regarding auditors
The AGM resolved unanimously, due to amendments in the Swedish Companies Act, to
amend Section 7 in the articles of association regarding auditors, through which
it is clarified that an accounting firm shall be able to be appointed as auditor
and that the term of office of the auditor shall last until the close of the
Annual General Meeting which is held during the fourth financial year after the
election of the auditor.
Proposal for authorizing the Board of Directors to resolve on new issue
AGM resolved not to adopt the Board of Directors' proposal to authorize the
Board of Directors to resolve on issue of shares, subscriptions options and/or
For further information please contact:
CEO Markus Ekberg, Endomines AB, tel. +358 40 706 48 50
Karl-Axel Waplan, Chairman of the Board of Endomines AB, tel. +46-70-510 42 39
About Endomines AB
Endomines AB is a Nordic mining and exploration company with its first operating
gold mine located in Eastern Finland. The company has several other gold and
industrial mineral properties at various stages of development. All Endomines'
mineral assets are located in Finland, which is politically stable, has a highly
developed infrastructure and is ranked as one of the most favorable
jurisdictions for the mining industry.
The Pampalo Gold Mine is currently producing gold at an expected annualized rate
of 900 - 1 000 kg. The mine is located on the 40 km-long gold-critical Karelian
Gold Line, where Endomines controls all currently known gold deposits.
Endomines aims to increase shareholder value by developing its strong portfolio
of assets, as well as exploring new deposits on the Karelian Gold Line and in
Finnish Lapland. The company will also consider new opportunities and
acquisitions for further growth.
The company's business practices and mining operations are based on sustainable
principles and on minimizing the impact on the environment.
Endomines applies SveMin's & FinnMin's respective rules for reporting (public
mining & exploration companies). It has also chosen to report mineral resources
and ore reserves according to the JORC-code, which is the internationally
accepted Australasian code for reporting ore reserves and mineral resources.
Endomines applies International Financial Reporting Standards (IFRS) as approved
by the European Union.
The shares of Endomines AB are quoted on the First North Premier segment in
Stockholm under ticker ENDO.ST. Erik Penser Bankaktiebolag acts as Certified
Adviser and Liquidity Provider.
Read more about Endomines on www.endomines.com
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Source: Endomines AB via Thomson Reuters ONE