26.06.2014 08:01:21

The Nomination Committee's proposal to the Annual General Meeting of Nordic Mines

PRESS RELEASE, June 26, 2014

The Nomination Committee of Nordic Mines AB (publ) (the "Company") proposes the following to the Company's Annual General Meeting, to be held on 27 June 2014.

Item 9 Resolution on the number of Board members
The Nomination Committee proposes that three (3) members of the Board of Directors shall be elected by the General Meeting with no deputy members. The Company shall have one (1) auditor with no deputy auditor.

Item 10 Resolution on fees to the Board of Directors and the auditor
The Nomination Committee proposes that the remuneration payable to the Board of Directors, for the upcoming term, shall be in total SEK 700,000, of which SEK 300,000 shall be payable to the Chairman of the Board of Directors and SEK 200,000 to each of the other members of the Board of Directors. The Nomination Committee proposes that compensation to the auditor shall be paid on the basis of reasonable invoice.

Item 11 Election of Board members and the Chairman of the Board of Directors
The Nomination Committee proposes re-election of Helve Boman, Krister Söderholm and Lennart Schönning.

Further, the Nomination Committee proposes re-election of Lennart Schönning as Chairman of the Board of Directors. In the event that Lennart Schönning's assignment as Chairman of the Board of Directors ends prematurely, the Board of Directors shall appoint a new Chairman.

Of the persons proposed by the Nomination Committee to be elected members of the Board of Directors by the General Meeting, according to the Nomination Committee's assessment, all are independent of the Company's major shareholders. All of the proposed members are independent of the Company and the Company's management.

The proposed Board of Directors consists of persons with extensive experience within the mining industry as well as persons with broad experience from the business community in general, major industrial projects in particular and with local Finnish knowledge. The Nomination Committee considers that the proposed Board of Directors possess diversity and variety through the members' competence, experience and background, which are relevant considering the Company's business and development phase.

Item 12 Election of auditor
The Nomination Committee proposes re-election of Öhrlings PricewaterhouseCoopers AB as auditor of the Company, with the registered auditor Martin Johansson as auditor in charge.

Item 13 Resolution on appointment of a Nomination Committee
The Nomination Committee proposes the following regarding the Nomination Committee for the next Annual General Meeting.

The Nomination Committee shall ahead of the Annual General Meeting 2015 prepare proposals regarding resolutions on Chairman of the Annual General Meeting, number of members of the Board of Directors to be elected by the General Meeting, election of chairman and other members of the Board of Directors as well as auditor, remuneration to the Board of Directors and the auditor, remuneration to committee work, where applicable, and principles for appointment of the Nomination Committee. The Nomination Committee shall consist of four members which shall be appointed as follows. Each of the two largest shareholders of the Company shall, prior to 30 September 2014, have the right to appoint one representative each, of which only one may be a member of the Board of Directors who is dependent in relation to the Company's major shareholders. Should both of the mentioned shareholders wish to appoint a representative who is a member of the Board of Directors and also dependent in relation to the Company's major shareholders, the shareholder with the largest holding shall be given advantage. Should any of the two largest shareholders waive its right to appoint a representative to the Nomination Committee in accordance with the above, such right shall pass to the shareholder who, after these shareholders, has the largest holding in the Company. When the representatives mentioned above have been appointed, they shall together appoint two additional persons to be part of the Nomination Committee, of which at least one shall represent the smaller shareholders. Said persons shall be appointed with consideration to that a majority of the members of the Nomination Committee should not consist of persons that also are members of the Board of Directors. If the Nomination Committee does not agree otherwise, the member representing the largest shareholder shall be Chairman of the Nomination Committee, provided that this person is not Chairman or member of the Company's Board of Directors, if so, the person representing the next shareholder with respect to holding, who is not Chairman or member of the Company's Board of Directors, shall be Chairman.

The composition of the Nomination Committee shall be published as soon as it has been appointed and no later than six months prior to the Annual General Meeting 2015. If a member represents a certain shareholder, the name of such shareholder shall be stated. If the relevant shareholdings have been changed as per the end of the fourth quarter of 2014, the composition of the Nomination Committee shall, if possible and if deemed necessary by the Nomination Committee appointed at the time, be adapted to reflect the new shareholding. The Nomination Committee remains until a new Nomination Committee has been appointed. Should a member of the Nomination Committee resign before the Nomination Committee's work has been completed, shall, if deemed necessary by the Nomination Committee appointed at the time, a replacement be appointed by the same shareholder that appointed the resigning member or, if this shareholder no longer is one of the two largest shareholders, by the new shareholder that is part of this group.

To a member of the Nomination Committee who does not receive other remuneration from the Company, remuneration shall be payable in an amount of SEK 25,000 to the Chairman of the Nomination Committee and SEK 15,000 to each of the other members of the Nomination Committee. Any costs that arise in connection to the nomination process shall be borne by the Company.

Other information
Information on all of the proposed members of the Board of Directors and the auditor is available at the Company's website, www.nordicmines.com, and will also be available at the Annual General Meeting.

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, 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 June 26, 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. 

The Nomination Committee's proposal to the Annual General Meeting


This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Nordic Mines AB via Globenewswire
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