Notice of Annual General Meeting in Northgold AB

MARKN.

Shareholders in Northgold AB, reg. no. 559273-9626 (the “Company”), are hereby convened to the Annual General Meeting on 18 June 2025, 13:00 CEST at the premises of Foyen lawfirm at Regeringsgatan 38, 111 39, Stockholm.

Right to Participate and Notification
Shareholders who wish to participate at the annual general meeting must:

  • be registered as a shareholder in the share register maintained by Euroclear Sweden AB on Tuesday, June 10, 2025, and
  • notify the Company no later than Thursday, June 12, 2025, by email to ir@northgoldab.com. The notification should include the full name, personal or organizational number, shareholding, address, daytime telephone number, and, where applicable, information about proxies or assistants (maximum 2). The notification should be accompanied, where applicable, by powers of attorney, registration certificates, and other authorization documents.

Nominee-Registered Shares
Shareholders who have had their shares nominee-registered must, in order to be entitled to participate in the general meeting, have the shares registered in their own name, so that the shareholder is registered in the share register maintained by Euroclear Sweden AB on the record date, Tuesday, June 14, 2025. Such registration June be temporary (so-called voting registration). Shareholders wishing to register shares in their own name must request such registration according to the respective nominee’s routines in time so that the registration by the nominee is made no later than Friday, June 13, 2025.

Proxy, etc.
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated, and by the shareholder signed power of attorney to the meeting. The power of attorney must not be older than one year unless a longer validity period (but no more than five years) has been specified in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also bring a current registration certificate or equivalent authorization document for the legal entity. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. Power of attorney forms are available on the Company's website www.northgoldab.com and are sent by post to shareholders who contact the Company and state their address.

Information regarding digital attendance

Number of Shares and Votes
The total number of outstanding shares and votes in the Company at the time of this invitation amounts to 22,820,932. The Company does not hold any own shares.

Proposed Agenda:

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to verify the minutes
  6. Determination whether the meeting has been duly convened
  7. Presentation of the annual report and the audit report as well as the consolidated accounts and the consolidated audit report
  8. Resolutions on:
    1. Adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
    2. Allocation of the Company’s result according to the adopted balance sheet
    3. Discharge from liability of the board members and the Chief Executive Officer
  9. Determination of fees to the board of directors and auditor
  10. Election of the board of directors and auditor
  11. Closing of the meeting

Brief Description of Decision Proposals:

Resolution on allocation of the Company’s result according to the adopted balance sheet (item 8 b)
The board of directors proposes that the Company's result shall be carried forward.

Furthermore, the board of directors proposes that no dividend is paid for the financial year of 2024.

Determination of fees to the board of directors and auditor (item 9)
shareholders proposes that an annual fee of SEK 240,000 to the chairman of the board of directors and SEK 120,000 to each of the ordinary board members elected by the Annual General Meeting.

A shareholder proposes that fees to the auditors, for a period until the end of the next Annual General Meeting, are to be paid as per approved invoice.

Election of the board of directors and auditor (item 10)
Please note! An extraordinary general meeting will decide on voluntarily liquidation on the 22nd of May 2025. It is therefore possible that the liquidation will come into force before the AGM which will result in no election of board members.

Shareholders proposes that the board of directors shall consist of three persons and no deputies. Shareholders propose that the number of auditors shall amount to one.

Shareholders propose re-election of Roberto Garcia Martinez, Henrik Löfberg and Benny Mattsson as board members until the end of the next Annual General Meeting. Shareholders propose re-election of Roberto Garcia Martinez as chairman of the board of directors.

Shareholders propose re-election of Baker Tilly MLT Kommanditbolag with the certified auditor Stein Karlsen as responsible auditor for a period until the end of the next Annual General Meeting.

Personal Data

Personal data obtained from the share register maintained by Euroclear Sweden AB, registration for participation in the annual general meeting, as well as information about proxies, representatives, and assistants, will be used for registration, preparation of the voting list for the annual general meeting, and, if applicable, the minutes of the meeting.

Other Information

Complete proposals, the annual report and other documents according to the Companies Act, will be available at the Company's office at Strandvägen 7A, 114 56 Stockholm, and on the Company's website, www.northgoldab.com, at least three weeks before the annual general meeting and will be sent to shareholders who request it and provide their postal address.

Shareholders have the right to request information in accordance with Chapter 7, Section 32 of the Companies Act (2005:551). Requests for such information should be made in writing to Northgold AB, Strandvägen 7A, 114 56 Stockholm or by email to ir@northgoldab.com. The information will be available at the Company’s office, Strandvägen 7A, 114 56 Stockholm and at www.northgoldab.com. The information will be sent to shareholders who request it and provide their postal address.

_______________________

Stockholm in May 2025
Northgold AB
THE BOARD

Datum 2025-05-16, kl 08:30
Källa MFN
100% cashback på aktiecourtage! Handla aktier på eToro och få tillbaka 100% av ditt courtage i 3 månader. Hur? Registrera dig här nu direkt för att ta del av erbjudandet.
Cashback är begränsad till högst $100. Värdet på dina investeringar kan gå upp eller ner. Du riskerar ditt kapital.