Bulletin from the Annual General Meeting of Auriant Mining AB (publ) held on 16 May 2023
Auriant Mining AB (publ) held its Annual General Meeting on Tuesday 16 May 2023.
The main resolutions passed at the meeting were as follows. More detailed information about the contents of all resolutions may be obtained from the complete notice to the AGM and the complete proposals. The notice and the complete proposals are available on the Company’s website: www.auriant.com.
Adoption of balance sheets and profit and loss accounts
It was resolved at the meeting to adopt the profit and loss account and balance sheet, as well as the consolidated profit and loss account and consolidated balance sheet for the financial year 2022.
Allocation regarding the Company’s result
In accordance with the board of directors' and the CEO’s proposal, it was resolved at the meeting that the Company’s non-restricted equity of SEK -268,220,779 is carried forward and that no dividend is paid for the financial year.
Discharge from liability
The meeting discharged the board members and the CEO from liability towards the Company for the financial year 2022.
Board and auditors
In accordance with the nomination committee’s proposal, it was resolved at the meeting that the board shall consist of four (4) members without any deputy board member, and that the number of auditors shall be one (1) without any deputy auditor.
Peter Daresbury, Thor Åhlgren, Preston Haskell and Jukka Pitkäjärvi were re-elected and as board members for the period until the end of the next annual general meeting. Peter Daresbury was re-elected as chairman of the board.
The accounting firm Öhrlings PricewaterhouseCoopers AB was re-elected to serve as auditors of the Company, with Anna Rozhdestvenskaya being the auditor-in-charge.
It was resolved at the meeting that the remuneration to the chairman of the board shall be SEK 400,000 and SEK 250,000 to each of the other ordinary board members. If any committee is established by the board of directors, remuneration in the amount of SEK 25,000 per annum shall be paid to each member of the committee for participation in it. The maximum amount that may be paid to the board, including remuneration for committee work, amounts to SEK 1,375,000.
It was resolved at the meeting that fees would be paid to the auditor in accordance with agreement between the Company and the auditor.
It was resolved at the meeting to adopt the principles for the appointment of the nomination committee and the instruction for the nomination committee in accordance with the nomination committee’s proposal.
Authorisation for the board of directors to resolve upon issue of shares
The meeting authorised the board to resolve – at one or several occasions and for the time period until the next annual general meeting – to increase the Company’s share capital by new share issues, to the extent that it corresponds to a dilution of not more than 20 percent of the number of shares outstanding at the time of this notice of the Annual General Meeting, after full exercise of the hereby proposed authorisation.
New share issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. Pursuant to Chapter 16 of the Swedish Companies Act, the board of directors may not by virtue of this authorisation resolve on issues to board members in group companies, employees, etc. The purpose of the authorisation is to increase the financial flexibility of the company and the acting scope of the board. Should the board of directors resolve on an issue with deviation from the shareholder’s preferential rights, the reason shall be to enable the Company to finance the operations in a fast and efficient way, acquire companies, businesses or parts thereof, or to broaden the ownership of the Company. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions.
Amendments to the articles of association and reduction of share capital
The meeting resolved to amend the capital limits in § 4 of the articles of association and lower the capital limits from a minimum of SEK 5,322,450 and a maximum of SEK 21,329,800 to a minimum of SEK 500,000 and a maximum of SEK 2,000,000. It was further resolved by the meeting to reduce the share capital with SEK 10,611,430.315619 to cover the Company's losses. The reduction shall be performed without cancellation of shares. Following the registration of the reduction with the Swedish Companies Registration Office, the share capital will amount to SEK 500,000.
For more information, please contact:
Danilo Lange, CEO
Tel: +7 495 109 02 82
Company name: Auriant Mining AB
Short name: AUR
Auriant Mining AB (AUR) is a Swedish junior mining company focused on gold exploration and production in Russia, primarily in the Republic of Tyva, Zabaikalye and the Republic of Khakassia. The company has currently four assets, including two operating mines (Tardan and Alluvial at Staroverinskaya), one early stage exploration asset and one development asset.
Since July 19, 2010, Auriant Mining´s shares are traded on Nasdaq First North Premier Growth Market under the short name AUR. For more information, please visit www.auriant.com. G&W Fondkommission is Certified Adviser to Auriant, for more information please visit www.gwkapital.se.
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