Copperstone Resources AB (publ) (”Copperstone” or the ”Company”) announces the nomination committee ahead of the annual general meeting 2024. The new nomination committee has also submitted proposals for resolutions ahead of the extraordinary general meeting on 27 September 2023.
The nomination committee of Copperstone ahead of the annual general meeting 2024
The nomination committee of Copperstone ahead of the annual general meeting 2024 has been appointed based on the ownership structure on 1 September 2023 in accordance with the instruction for and appointment of the nomination committee, adopted by the general meeting.
The nomination committee consists of:
- Håkan Eriksson as representative of JOHECO AB
- Thomas von Koch as representative of TomEnterprise AB
- Håkan Roos as representative of RoosGruppen AB
The shareholders who have appointed members to the nomination committee together represent approximately 19.13 percent of the number of votes of all shares in Copperstone.
The annual general meeting of Copperstone will be held on 7 May 2024.
Shareholders who wish to submit proposals to the nomination committee ahead of the annual general meeting 2024 can do so by email valberedning@copperstone.se. In order for proposals to be processed by the nomination committee, they should be received well in advance of the annual general meeting.
The nomination committee’s proposals ahead of the extraordinary general meeting on 27 September 2023
The new nomination committee hereby announces their proposals ahead of the extraordinary general meeting in Copperstone on 27 September 2023:
Item 1: Proposal on election of chairman of the meeting.
The nomination committee proposes that attorney Christoffer Saidac is elected chairman at the extraordinary general meeting on 27 September 2023.
Item 6: Proposal on determination of remuneration to the board of directors.
The nomination committee proposes, for the period until the end of the next annual general meeting and distributed pro rata from and including the extraordinary general meeting on 27 September 2023:
- that the annual remuneration to the chairman of the board of directors shall be SEK 300,000;
- that the annual remuneration to members of Copperstone’s audit committee shall be SEK 25,000 per member; and
- that the annual remuneration to members of Copperstone’s remuneration committee shall be SEK 10,000 per member.
Remuneration to the deputy chairman and ordinary members (who are not employed in the Company) shall remain in accordance with the resolution of the annual general meeting on 11 May 2023. The nomination committee’s proposal thus means that Henrik Ager, in the event that the general meeting votes for his election to the board of directors, will receive remuneration as a member from the day he ceases to receive salary from the Company and pro rata in relation to his time as a board member.
The nomination committee's proposal entails an annual increase in the remuneration to the board of directors in relation to the remuneration resolved by the annual general meeting on 11 May 2023 of SEK 370,000 to a total of SEK 1,620,000.
Item 9: Proposal for resolution on amendments to the instruction for the nomination committee.
The nomination committee proposes the following instruction for and appointment of the nomination committee.
The members of the nomination committee are appointed by way of the chairman of the board of directors contacting the three (3) largest shareholders in the Company in terms of votes, pursuant to Euroclear Sweden AB’s printout of the share register on 1 September each year, and ask them to nominate one representative each in order to constitute the nomination committee. The names of the three shareholder representatives and the names of the shareholders they represent shall be announced not later than six months prior to the annual general meeting. The chairman of the board of directors may be a co-opted member without voting rights should the nomination committee find it appropriate. The chairman of the nomination committee shall, if the members of the committee do not agree otherwise, be the member that represents the largest shareholder in terms of votes.
When determining which the three (3) largest shareholders in terms of votes are, a group of shareholders shall be considered as one owner if they (i) have been organized as a group in Euroclear Sweden AB’s system or (ii) have made public and notified the Company that they have made a written agreement to, through the coordinated exercise of voting rights, take a common long-term view on the management of the Company.
If any shareholder abstains from its right to nominate a representative, the largest shareholder in terms of votes in turn shall be offered to nominate one representative. Shareholders who have nominated a member of the nomination committee have the right to replace such member with another to instead become a member of the nomination committee.
In the event that a shareholder who has nominated a member of the nomination committee has significantly reduced its shareholding in the Company, such member may resign and the shareholder who is next in line in terms of votes will be given the opportunity to appoint a new member. In the event that a shareholder has significantly increased its shareholding in the Company so that it entitles the shareholder to participate in the nomination committee, the shareholder may notify the nomination committee of this in writing and verify its shareholding for the nomination committee in a satisfactory manner. If the nomination committee receives such a proposal, the shareholder shall be given the opportunity to appoint a member of the nomination committee to participate as a co-opted member of the nomination committee, unless a vacancy has arisen as described above, in which case such new member of the nomination committee shall participate with voting rights.
Unless the incumbent nomination committee deems that special circumstances are at hand, no changes shall be made in the composition of the nomination committee if there are only marginal changes in the number of votes held or if the change occurs later than three months before the annual general meeting. Changes of the composition of the nomination committee shall be announced as soon as they have occurred.
If a member leaves the nomination committee before its work is completed, a substitute shall be appointed by the same shareholder who appointed the member who has resigned.
No fee shall be paid to members of the nomination committee. Any expenses arising in connection with the work of the nomination committee shall be paid by the Company.
The nomination committee shall, in connection with their assignment, otherwise carry out their duties in accordance with the Swedish Corporate Governance Code.
The nomination committee shall prepare proposals with regard to, among other things, below stated items to be presented to the annual general meeting or, if applicable, the extraordinary general meeting, to resolve upon:
- proposal on members of the board of directors and chairman of the board of directors;
- proposal for remuneration to the members of the board of directors, with applicable distribution between the chairman of the board of directors and other members of the board of directors, and remuneration for committee work;
- proposal on auditor;
- proposal on the fees payable to the auditor;
- proposal on the chairman of the annual general meeting; and
- proposal on instructions/guidelines for and appointment of the nomination committee.
This instruction applies until the general meeting resolves otherwise, at which the incumbent nomination committee continues to function during the period after the annual general meeting, and until its composition changes in accordance with this instruction, unless the general meeting expressly decides otherwise.
For further information, please contact:
Håkan Eriksson, chairman of the nomination committee
Telephone: +46 (0) 708-282 747
Email: valberedning@copperstone.se