Announcement from Kopy Goldfields annual general meeting
The annual general meeting of Kopy Goldfields AB (publ), ("Kopy" or the "Company") was held today on June 27, 2024 and the following resolutions were passed by the meeting.
ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET
The annual general meeting resolved to adopt Kopy Goldfields' income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
DISTRIBUTION OF PROFIT
The annual general meeting resolved to treat the result in accordance with the proposal of the board of directors in the annual report, meaning that the result is carried forward.
DISCHARGE FROM LIABILITY
The directors of the board, the CEO and the deputy CEO were discharged from liability for the 2023 financial year.
ELECTION OF THE BOARD OF DIRECTORS AND AUDITOR, AND DIRECTORS' AND AUDITORS' FEES
The annual general meeting resolved, in accordance with the nomination committees' proposal, that the board of directors shall consist of three directors without deputies.
Kjell Carlsson, Eric Forss and Arsen Idrisov were re-elected as directors. Kjell Carlsson was re-elected as chairman of the board of directors.
The general meeting resolved, in accordance with the nomination committees' proposal, that the Company shall have one auditor. The general meeting further resolved to elect the authorized public accountant Johan Kaijser as the Company's auditor.
It was resolved that remuneration to each director elected by the meeting and who is not employed by the Company or the group shall be SEK 225,000 (SEK 225,000 previous year) and the chairman of the board of directors is to receive SEK 375,000 (SEK 375,000 previous year), in total SEK 825,000 (SEK 825,000 previous year).
It was also resolved that that remuneration for members of the remuneration, ESG- and audit committee shall be SEK 25,000 per year and that remuneration to the chairman of the remuneration committee shall be SEK 50,000 per year and that remuneration to the chairman of the ESG- and audit committee shall be SEK 75,000 per year (same as last year).
Remuneration to the auditor is to be paid according to approved invoice.
More information regarding elected directors can be found on the Company's website www.kopygoldfields.com.
PRINCIPLES FOR THE NOMINATION COMMITTEE
The annual general meeting resolved, in accordance with the nomination committees' proposal, to adopt the principles for the nomination committee included in the notice.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
The annual general meeting resolved to amend the Company's articles of association § 5 as follows:
"The amount of shares shall be not less than 745,000,000 and not more than 2,980,000,000."
REDUCTION OF THE SHARE CAPITAL FOR REPAYMENT TO THE SHAREHOLDERS THROUGH REDEMPTION OF SHARES
The annual general meeting resolved that the Company's share capital be reduced by a maximum of SEK 59,221,693.9887855 to SEK 284,195,827.435414 for repayment to the shareholders with SEK 54,514,552.75 and for addition to unrestricted equity with SEK 4,707,141.2387855, through voluntary redemption of a maximum of 155,755,865 shares, corresponding to approximately 17.24 percent of the total number of shares in the Company.
The amount to be repaid to the shareholders is at most SEK 54,514,552.75 in total, corresponding to SEK 0.35 per share (the "Redemption Amount"). The Redemption Amount undercuts the quota value (nominal value) of a share by SEK 0.0302. This will be recorded as non-restricted equity.
All shareholders in the Company, except HC Alliance Mining Group Ltd and Magomed Bazhaev, are entitled to redeem shares. In the event that the number of shares notified for redemption exceeds 155,755,865 shares, redemption shall be made pro rata in relation to the shares notified for redemption, and to the extent that this cannot be done, by drawing lots.
BONUS ISSUE
The annual general meeting resolved to increase the Company's share capital by SEK 59,221,693.9887855 to SEK 343,417,521.4242 through a bonus issue. The bonus issue will be effected by a transfer of SEK 59,221,693.9887855 from unrestricted equity to share capital without issue of new shares.
For the full proposals regarding the above resolutions at the annual general meeting, please refer to the notice and the annual report which are available on the Company's website, www.kopygoldfields.com.