Press release from Companies
Published: 2026-03-30 11:27:44
The shareholders of Nidhogg Resources Holding AB (publ), org.nr 556566-4298 (the "Company"), are hereby invited to attend the Annual General Meeting to be held on 6 May 2026 at 09.00 a.m. at the Company''s office at Slottsgatan 14, 553 22 in Jönköping.
Right to participate and notification
Shareholders who wish to attend a general meeting must:
- be entered in the share register maintained by Euroclear Sweden AB on 27 April 2026, and
- notify the Company of their intention to attend no later than 29 April 2026. Notification must be made by e-mail to niclas@nidhoggresources.com (marked: notification Annual General Meeting Nidhogg). The notification must state name, personal identity number or corporate identity number, address, telephone number, number of shares and any assistants or proxies (maximum two). The notification should also be accompanied by complete authorization documents such as a certificate of registration or equivalent, for example in the case of legal persons.
Nominee-registered shares
A person whose shares are registered in the name of a nominee must, in order to be entitled to participate in the Annual General Meeting, have the shares registered in their own name through the nominee, so that they are registered in the share register maintained by Euroclear Sweden AB as of the record date of 27 April 2026. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee''s procedures, request that the nominee makes such voting rights registration. Voting rights registration that has been requested by shareholders in such time that the registration has been made by the relevant nominee no later than 29 April 2026 will be taken into account in the preparation of the share register.
Agents etc.
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated and signed power of attorney to the meeting. The power of attorney may not be older than one (1) year, unless a longer period of validity (but not more than five (5) years) has been specified in the power of attorney. If the power of attorney has been issued by a legal entity, the representative must also bring the current certificate of registration 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. Proxy forms are available on the Company''s website www.nidhoggresources.se and will be sent by mail to shareholders who contact the Company and state their address.
Number of shares and votes in the Company
At the time of issuing this notice, the total number of registered shares and votes in the Company amounts to 10,293,738. The company does not hold any own shares.
Draft agenda
Item 7 – Resolution on appropriation of the Company''s loss
The Board of Directors proposes that the Annual General Meeting dispose of the Company''s result in accordance with the Board''s proposal in the Annual Report.
The Board of Directors further proposes that no dividend be paid for the financial year 2024/2025.
Item 8 – Determination of fees to the Board of Directors and the auditorShareholders of the Company have announced that they propose that remuneration to the Board of Directors shall be paid with SEK 68,704 per year to the Chairman of the Board and with SEK 68,704 each per year to ordinary members of the Board of Directors.
Furthermore, shareholders have proposed that auditors'' fees be paid in accordance with approved invoices in accordance with customary billing standards.
Item 9 – Election of the Board of Directors and auditor
Shareholders in the Company have announced that they propose that Niclas Biörnstad, Per Skaug and Steven Din be re-elected as ordinary members of the Board of Directors. It is proposed that Per Skaug be re-elected as Chairman of the Board.
Furthermore, shareholders have proposed that the Company''s auditor Johan Kaijser be re-elected until the end of the Annual General Meeting to be held next financial year.
Item 10 – The Board of Directors'' proposal for a resolution to amend the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolves to amend the Company''s Articles of Association as set out below, together with minor linguistic changes.
§ 4 Share capital
Current wording
The share capital shall be not less than SEK 8,900,000 and not more than SEK 35,600,000.
Proposed wording
The share capital shall be not less than SEK 514,686.90 and not more than SEK 2,058,747.60.
§ 5 Number of shares
Current wording
The number of shares in the company shall be not less than 8,900,000 and not more than 35,600,000.
Proposed wording
The number of shares in the company shall be a minimum of 10,293,738 and a maximum of 41,174,952.
§ 6 Board of Directors
Current wording
The Board of Directors shall consist of a minimum of four (4) and a maximum of six (6) members. The members are elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting.
Proposed wording
The Board of Directors shall consist of a minimum of three (3) and a maximum of six (6) members. The members are elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting.
12 § Collection of proxies and postal voting (New wording)
The Board may collect proxies in accordance with the procedure set out in Chapter 7. Section 4, second paragraph, of the Swedish Companies Act (2005:551). The Board of Directors may, prior to a General Meeting, decide that the shareholders shall be able to exercise their voting rights by post prior to the General Meeting in accordance with the procedure set out in Chapter 7. Section 4a of the Swedish Companies Act (2005:551).
After the amendments, the Articles of Association will have the wording that appears in the complete proposal for resolution.
The resolution is conditional upon the Annual General Meeting also resolving in accordance with the Board of Directors'' proposal for a resolution on reduction of the share capital.
A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
The company''s CEO shall be authorised to make such minor formal adjustments to the resolution as may prove necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.
Item 11 – Reduction of share capital
The Board of Directors proposes that the Annual General Meeting resolves to reduce the company''s share capital by SEK 9,779,051.1 for allocation to non-restricted equity. This means that the share capital will be reduced from the current SEK 10,293,738 to SEK 514,686.90. As a result, the quota value for the Company''s share will be reduced from the current SEK 1 per share to SEK 0.05 per share. The reduction shall be carried out without the cancellation of shares. The reduction is carried out in order to achieve a more appropriate share capital for the Company.
The resolution is conditional upon the Annual General Meeting resolving on the Board of Directors'' proposal to amend the Articles of Association. The Board of Directors further proposes that the Board of Directors or a person appointed by the Board of Directors be authorized to make such minor adjustments to the resolutions of the Annual General Meeting as may prove necessary in connection with the registration and/or execution of the resolution.
The reduction of the share capital requires permission from the Swedish Companies Registration Office or a general court. The resolution also requires amendments to the Articles of Association.
A resolution under this item is subject to the support of shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
Other
The Annual Report, the auditor''s report together with the proxy form and complete proposals for resolutions will be available at the Company''s office and website no later than three (3) weeks prior to the Annual General Meeting at the Company''s office and website, www.nidhoggresources.se. Copies of the documents will be sent on request free of charge to shareholders who so request and state their postal address.
Shareholders present at the Annual General Meeting have the right to request information in accordance with Chapter 7. Section 32 of the Swedish Companies Act (2005:551).
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden''s website: Data protection - Euroclear
Contact
Niclas Biornstad, CEO Nidhogg Resources Holding AB (publ)E-mail: niclas@nidhoggresources.com
Phone: +46 70 729 9769
About Nidhogg Resources
Nidhogg Resources AB, www.nidhoggresources.se, is a Swedish limited liability company with a focus on commodities. Nidhogg was founded by individuals with a total of over 60 years of experience in the commodities market, with backgrounds ranging from exploration to exploitation as well as sales and a passion for extracting raw materials by applying innovative technology together with existing infrastructure.
