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2014-05-27

Nordic Mines AB: Invitation to the Annual General Meeting of Nordic Mines AB (publ) (avaliable in english)

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:

1 be entered in the share register kept by Euroclear Sweden AB on Friday 20
June 2014; and

1 no 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

1 Opening of the General Meeting
2 Election of chairman of the General Meeting
3 Preparation and approval of voting list
4 Election of one or two persons to verify the minutes
5 Determination of whether the General Meeting has been duly convened
6 Approval of the agenda
7 Presentation 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 2013
8 Resolution 1 on the adoption of the income statement and balance sheet as
well as consolidated income statement and consolidated balance sheet for
the financial year 2013 2 on the disposal of the Company's loss in
accordance with the adopted balance sheet 3 discharge from liability for
the members of the Board of Directors and the managing director
9 Resolution on the number of Board members
10 Resolution on fees to the Board of Directors and auditors
11 Election of Board members and the chairman of the Board of Directors
12 Election of auditor
13 Resolution on appointment of a nomination committee
14 Resolution on principles for remuneration to senior management
15 Resolution on authorisation of the Board of Directors to resolve on issues
of warrants without preferential rights for the existing shareholders
16 Closing 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
wri...

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