Invitation to the Annual General Meeting of Nordic Mines AB (publ)

PRESS RELEASE, May 27, 2014 (A translation from Swedish)

The Annual General Meeting of Nordic Mines AB (publ), 556679-1215 (the "Company"), will be held on Friday 27 June 2014, at 10.00 a.m. (CEST) at Drabanten, Bangårdsgatan 13, in Uppsala, Sweden.

A.  Attendance etc.

Shareholders (and, where applicable, holders of paid subscribed share, i.e., BTA) who wish to participate at the General Meeting must:

be entered in the share register kept by Euroclear Sweden AB on Friday 20 June 2014; andno later than 3.00 p.m. on Monday 23 June 2014, have notified the Company by post to Nordic Mines AB (publ), Trädgårdsgatan 11, SE-753 09 Uppsala, or by phone +46 (0)18-84 34 500, or by e-mail to info@nordicmines.se.

The notification shall include full name, personal identity number or company registration number, shareholding, address, daytime phone number and, where applicable, details of a deputy, representative or assistant. Where applicable, a power of attorney, certificate of registration and other authorising documents are to be enclosed with the notification.

B. Nominee-registered shares

Shareholders whose shares are nominee-registered must, in order to be eligible to participate at the General Meeting, also temporarily register the shares in their own name in the share register kept by Euroclear Sweden AB. To ensure that this re-registration is carried out no later than on Friday 20 June 2014, such shareholder should request re-registering with the nominee well in advance of this date.

C. Proxies etc.
Shareholders who wish to attend via a representative shall issue a written, signed by the shareholder and dated power of attorney for such representative. If the power of attorney is issued by a legal person, a certified copy of the certificate of registration or equivalent for the legal person must be enclosed with the power of attorney. The validity period stipulated in the power of attorney may not exceed five years from the date of issue. The original copy of the power of attorney together with any registration certificate should be sent to the Company at the above stated address in ample time before the General Meeting. The Company provides a form of power of attorney on request and this form of power of attorney is also available at the Company's website, www.nordicmines.se.

D. Proposed agenda

Opening of the General MeetingElection of chairman of the General MeetingPreparation and approval of voting listElection of one or two persons to verify the minutesDetermination of whether the General Meeting has been duly convenedApproval of the agendaPresentation of the annual report and the consolidated accounts as well as auditor's report and auditor's report on the consolidated accounts for the financial year 2013Resolutionon the adoption of the income statement and balance sheet as well as consolidated income statement and consolidated balance sheet for the financial year 2013on the disposal of the Company's loss in accordance with the adopted balance sheet discharge from liability for the members of the Board of Directors and the managing directorResolution on the number of Board membersResolution on fees to the Board of Directors and auditorsElection of Board members and the chairman of the Board of DirectorsElection of auditorResolution on appointment of a nomination committeeResolution on principles for remuneration to senior management Resolution on authorisation of the Board of Directors to resolve on issues of warrants without preferential rights for the existing shareholdersClosing of the General Meeting

E.  Nomination committee for the Annual General Meeting 2014
In accordance with the resolution adopted by the Annual General Meeting 2013, a nomination committee has been appointed. The nomination committee is comprised of Kjell Moreborg, chairman, representing the largest shareholders, Lennart Schönning, representing Property Dynamics AB, and Henrik Stuifbergen and Dan Haglund, representing the smaller shareholders.

F.  Proposals for resolutions
Election of chairman for the General Meeting (Item 2)
The nomination committee proposes that the chairman of the General Meeting is proposed at the General Meeting.

Proposal on the disposal of the Company's loss (Item 8.b)
The Board of Directors proposes that no dividend is made for 2013 and that the accumulated debt is allocated to a new account with a transferred debt of SEK 57,368 thousand.

Board members, auditor, remuneration and nomination committee (Items 9, 10, 11, 12 and 13)
As per the day of this notice, the Company had not received any proposals from the nomination committee of the Company on the number of Board members to be elected (Item 9), fees to the Board of Directors and auditors (Item 10), election of Board members and the chairman of the Board of Directors (Item 11), election of auditor (Item 12) and appointment of nomination committee (Item 13). The Company will, as soon as it receives such proposals, publish them on the Company's website.

Resolution on principles for remuneration to senior management (Item 14)
The Board of Directors has prepared a proposal for principles for the determination of remuneration and other employment terms for senior management. Senior management consist of the managing director and other leading decision makers of the Company and its subsidiaries. The Board of Directors proposes that the General Meeting resolves on the following principles for remuneration and other employment terms for senior management of the Company. The principles apply for employment agreements entered into subsequent to the resolution of the General Meeting and also in such cases where changes are made to existing terms after such point in time. The proposal of the Board of Director is based on the Company's remuneration level and remuneration structure for senior management to be in line with market practice.

Basic salary: The basic salary shall be individual and based on each individual's roles and responsibilities and such individual's qualifications and experience with the relevant position.

Variable remuneration: The variable remuneration for senior management in the Company shall be structured as a variable component of the total cash remuneration package and the criteria for the variable remuneration shall, in the first instance, be related to meeting production targets set and, in the second instance, financial performance. The purpose of the variable remuneration is to promote the Company's long-term value creation. The criteria for the variable remuneration are to be reviewed annually by the Board of Directors to ensure that the criteria are in line with the current business strategies. The proportion of total remuneration to be made up of variable remuneration varies depending on position and may comprise a maximum of 20 per cent of the basic salary if the relevant criteria are fully met. If the criteria are exceeded, the variable remuneration shall be maximised to 30 per cent of the basic salary. The remuneration plan should also include a minimum performance level in relation to the criteria, below which no variable remuneration shall be payable. Given that the variable remuneration that may be paid out is relatively limited, that the criteria for the variable remuneration are clear, transparent and, to the largest extent, defined in relation to production targets and financial performance, and that the criteria are reviewed annually, it is the opinion of the Board of Directors that there is no reason to introduce any specific provisions making payments of a certain parts of such remuneration conditional on that the performance on which earning of the variable remuneration is based is proving to be sustainable over time, or which gives the Company the opportunity to reclaim such compensation that has been paid out on the basis of information that subsequently proves to be clearly incorrect.

Other benefits: Other benefits, such as company car, health insurance etc., should be of limited value in relation to other compensation and be in line with what is considered market practice. In addition, participation in long-term incentive programmes, e.g., consisting of warrants, or share in an employee fund or profit share fund, may be offered as a complement, in applicable cases based on resolutions and guidelines from the General Meeting.

Pension: The managing directors and other senior management are entitled to pension benefits on market terms, where pensionable income is based on basic salary. Provisions for pensions may be made up to 35 per cent of the basic salary and, for the managing directors, severance pay.

Notice period and severance pay: For the managing director and senior management, the notice period shall be up to six months if notice is given by the employee and up to six months if notice is given by the Company. The CFO of the Company is engaged as a consultant and is therefore not covered by the six months' notice period. In case of any notice, senior management are entitled to six months' salary. The terms of employment shall be in accordance with market practice.

Remuneration committee: A remuneration committee, appointed within the Board of Directors, shall prepare matters with respect to salary and other employment terms for the managing director and senior management and present proposals to the Board of Directors for resolutions in such matters.

Discrepancies in individual cases: The Board shall have the right to deviate from these principles if there, in an individual case, are specific reasons to do so. If such discrepancies occur, information on this and the reasons for the discrepancy shall be presented at the next Annual General Meeting. All previously agreed but not yet paid compensation to senior management are in line with the principles proposed above.

Resolution on authorisation of the Board of Directors to resolve on issues of warrants without preferential rights for the existing shareholders (Item 15)
The Board of Directors propose the General Meeting to authorise the Board of Directors to, on one or several occasions, for the period up until the end of the next Annual General Meeting, and with deviation from the existing shareholders' preferential rights, resolve on issues of warrants in accordance with the following.

The warrants may be subscribed by UniCredit AG, Bank of America Merrill Lynch Intl Ltd and Finnvera Plc (or related parties or to parties who has entered in their places). The reason why the Board of Directors shall be authorised to resolve on issues of warrants, without preferential rights for the existing shareholders, is to enable the Company to reach an agreement on write-down of debt with the creditors of the Company.

Issuance of warrants may be made up to a maximum number of 930,591,688 (equivalent, upon exercise, to 12 per cent of the total number of outstanding shares in the Company given full subscription in the rights issue resolved by the Extra General Meeting on 28 April 2014), each entitling to subscription of one new share in the Company. In the event that UniCredit AG, Bank of America Merrill Lynch Intl Ltd and Finnvera Plc (or related parties or to parties who has entered in their places) subscribes for shares in the directed issue of shares which was resolved by the Extra General Meeting on 28 April 2014, the maximum number of warrants which may be issued under this authorisation shall be reduced correspondingly. Issue may be made with or without provisions on contribution in kind or set-off or other conditions. The warrants may be issued without consideration, the subscription price for new shares subscribed for upon exercise of warrants may be equivalent to the existing shares' quotient value from time to time, and paid for by way of set-off provided that the that the conditions set forth in the Swedish Companies Act are met.

The resolution requires the support of shareholders representing not less than two thirds of the votes cast as well as shares represented at the General Meeting.

G. Questions to the Board of Directors and the managing director
Shareholders are entitled to request information on circumstances that can affect their assessment of an item on the agenda and the Company's relationship to another group company. Such information is provided by the Board of Directors or the managing director at the General Meeting provided that the information can be disclosed without causing material harm to the Company.

H. Number of shares and votes
The total number of shares in the Company as per the day of this notice to convene the Annual General Meeting is 341,216,952. The total number of shares in the Company, as per the same day, is 341,216,952. The Company does not hold any treasury shares.

I.    Documents
Power of attorney form, annual report and the auditors' report and other documents will be made available at the office of Nordic Mines AB (publ), Trädgårdsgatan 11, SE-753 09 Uppsala, phone +46 (0)18 - 84 34 500, and on the Company's website, www.nordicmines.se, no later than on Thursday June 5 2014 and will be sent free of charge to shareholders requesting such information and who provide their postal address. The documents will also be available at the General Meeting.

Uppsala May 2014
Nordic Mines AB (publ)
The Board

For further information, please contact:
Lennart Schönning, Chairman, +46 18 84 345 00
Thomas Cederborg, CEO, +46 708 480 521
Jonatan Forsberg, CFO, +46 761 051 310

For further information regarding Nordic Mines, please connect to www.nordicmines.com

The information above has been made public in accordance with the Securities Market Act and/or Financial Instruments Trading Act. The information was published at 08.00 (CET) on May 27, 2014.

Nordic Mines is a Nordic mining and exploration company whose vision is to be one of the leading Gold producers in the Nordics and Europe and a role model in respecting the environment. The company started mining gold in the Laiva mine in Finland in summer 2011. These gold deposits are among the largest in the Nordic region. Exploration is in progress in Finland and in Sweden. Nordic Mines was established 2005 and have more the 100 employees with head office in Uppsala, Sweden, The Nordic Mines share is traded on the Nasdaq OMX Small Cap list in Stockholm.

Annual General Meeting Nordic Mines AB (Publ) June 27:th


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Source: Nordic Mines AB via Globenewswire
HUG#1788637