The annual general meeting 2024 in Northgold AB (the "Company") was held today, 18 June 2024, whereby the shareholders passed the following resolutions. The notice to the annual general meeting and complete proposals are available on the Company's website, northgoldab.com.
Adoption of the income statement and balance sheet
The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
Allocation of result
The annual general meeting resolved that all funds available to the annual general meeting shall be carried forward.
Discharge from liability
The members of the board of directors and the CEO were discharged from liability for the financial year 2023.
Election of the board of directors and auditor and remuneration
The annual general meeting resolved, in accordance with the proposal from the shareholder Magnus Minerals Oy, that the board of directors shall consist of three board members without deputy board members. It was further resolved that the Company shall have a registered accounting firm as auditor.
Furthermore, it was resolved, in accordance with the proposal from the shareholder Magnus Minerals Oy, that an aggregate annual fee of SEK 480,000 shall be paid to the board members, of which SEK 240,000 to the chairman of the board of directors and SEK 120,000 to each of the other board members elected by the annual general meeting. It was resolved, in accordance with the proposal from the shareholder Magnus Minerals Oy, that the auditor's fee shall be paid in accordance with approved invoice.
The annual general meeting resolved, in accordance with the proposal from the shareholder Magnus Minerals Oy, to re-elect Roberto Garcia Martinez, Henrik Löfberg and Benny Mattsson as members of the board of directors. Roberto Garcia Martinez was re-elected chairman of the board of directors.
Baker Tilly MLT Kommanditbolag was re-elected as auditor. Baker Tilly MLT Kommanditbolag has informed the Company that the authorised public accountant Stein Karlsen will be the auditor in charge.
Resolution on amendment to § 7 in the articles of association
The annual general meeting resolved, in accordance with the board of directors' proposal, to insert a new second paragraph of § 7 in the articles of association as follows.
§ 7 New wording
The board of directors may resolve that the general meeting can be held digitally.
Resolution on amendments to the limits for the share capital and the number of shares in the articles of association
The annual general meeting resolved, in accordance with the board of directors' proposal, to amend the limits to the share capital and the number of shares in the articles of association as follows.
§ 4 New wording
The share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000. The number of shares shall be not less than 15,000,000 and not more than 60,000,000.
Resolution on employee stock option program
The annual general meeting resolved, in accordance with the board of directors' proposal, on implementation of an employee stock option program to the Company's CEO Seppo Tuovinen. The complete proposal is included in the notice to the annual general meeting which was published on 17 May 2024.
Issue authorisation
The annual general meeting resolved, in accordance with the board of directors' proposal, to authorise the board of directors to, on one or several occasions until the next annual general meeting, with or without deviation from the shareholders' pre-emptive rights, against payment in cash, non-cash consideration or through set-off, resolve on new issues of shares, convertibles and/or warrants.
For further information, please contact:
Seppo Tuovinen, CEO, +35 8504 109 625
Email: ir@northgoldab.com
Website: www.northgoldab.com
Follow us: www.linkedin.com/company/northgold
