N.B. This English version of the minutes is an unofficial translation of the Swedish original version and in case of any discrepancies between the Swedish version and the English translation, the Swedish version shall prevail.

Minutes kept at the Extraordinary General Meeting of shareholders of Endomines AB (publ), reg. no. 556694-2974 (the "Company"), on 26 September 2022 in Stockholm.

  1. Election of Chairman of the meeting
    The meeting resolved to elect Ylva Forsberg, member of the Swedish Bar Association, from Advokatfirman Schjødt, as Chairman of the Extraordinary General Meeting, in accordance with the Board of Directors' proposal. Hugo Rathsman, from Advokatfirman Schjødt, was asked to keep the minutes at the meeting.
    It was noted that the Extraordinary General Meeting was held in accordance with the Act on Temporary Exceptions to Facilitate the Execution of General Meetings in Companies and other Associations (Sw. lag om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor), meaning that the shareholders may exercise their voting rights at the Extraordinary General Meeting only by voting in advance, through so called postal voting.
    The notice to the Extraordinary General Meeting is enclosed as Appendix 1.
    The form used for postal voting is enclosed as Appendix 2.
    A compilation of the result of the postal votes, at each item on the agenda that is covered by postal voting, is enclosed as Appendix 3, which includes the information prescribed in section 26 in the abovementioned act. It was noted in particular that no shareholder had informed the Company of any request to postpone one or more items to a continued General Meeting.
  2. Preparation and verification of the voting list
    The voting list of registered and present shareholders was drawn up and approved, stating the number of shares for which each of them had the right to exercise voting rights, Appendix 4.
  3. Approval of the agenda
    The meeting approved the proposed agenda, which had been included in the notice to attend the Extraordinary General Meeting.
  4. Election of one or two persons to verify the minutes
    Lars-Olof Nilsson was appointed to check and approve the minutes together with the Chairman of the meeting.
  5. Establishment of whether the meeting has been duly convened
    It was concluded that notice to attend the Extraordinary General Meeting had been published and held available at the Company's website on 24 August 2022 and published in Post- och

Inrikes Tidningar on 29 August 2022, which is also the date the announcement regarding the notice had been published in Svenska Dagbladet. Hence, it was established that the meeting had been duly convened.

6. The Board of Directors' proposal regarding resolution on (a) a reverse share split and

(b) amendment to the Articles of Association

The meeting resolved, in accordance with the Board of Directors' proposal, Appendix 5, on (a) a reverse share split and (b) amendment to the Articles of Association, after which the Articles of Association will have the wording set out in Appendix 6.

It was noted that the resolution was supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the meeting.

7. The Board of Directors' proposal regarding resolution on approval of merger plan prepared by the Company and Endomines Finland Oyj

The meeting resolved, in accordance with the Board of Directors' proposal in Appendix 7, to approve the merger plan between the Company and Endomines Finland Oyj.

It was noted that the resolution was supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the meeting.

It was noted that 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.

____________

At the minutes:

Approved:

Hugo Rathsman

Ylva Forsberg

Lars-Olof Nilsson

Appendix 1

NOTICE TO THE EXTRAORDINARY GENERAL MEETING

[See separate document]

STOCK EXCHANGE RELEASE ENDOMINES AB STOCKHOLM 24 August 2022

34/2022

NOTICE TO EXTRAORDINARY GENERAL MEETING OF ENDOMINES AB (PUBL)

Endomines AB (publ), Stock Exchange Release 24 August 2022 at 12:00 CET

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 26 September 2022. The Board of Directors has decided that 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 16 September 2022 and (ii) give notice of their attendance at the meeting no later than on 23 September 2022 by casting a postal vote in accordance with the instructions under the heading Postal voting below, so that the postal vote is received by the Company no later than on 23 September 2022.

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 16 September 2022. 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 20 September 2022 will be considered in the preparation of the share register.

Postal voting

Shareholders may exercise their voting rights at the Extraordinary General Meeting only by voting in advance, through so called postal voting, in accordance with the Act (2022:121) 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 Extraordinary General Meeting.

The completed voting form must be received by the Company no later than 23 September 2022. The completed form shall be sent to Advokatfirman Schjødt, Att: Hugo Rathsman, Box 715, SE-101 33 Stockholm or by e-mail to info@endomines.com with reference "Endomines Extraordinary General Meeting 2022". 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.

Proposed agenda

  1. Election of Chairman of the meeting
  2. Preparation and verification of the voting list
  3. Approval of the agenda
  4. Election of one or two persons to verify the minutes
  5. Establishment of whether the meeting has been duly convened
  6. The Board of Directors' proposal regarding resolution on (a) a reverse share split and (b) amendment to the Articles of Association
  7. The Board of Directors' proposal regarding resolution on approval of merger plan prepared by the Company and Endomines Finland Oyj

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Endomines AB published this content on 27 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 September 2022 06:10:03 UTC.