(e) new shares to be offered to the shareholders (and their transferees and successors in title) who were shareholders at the extraordinary general meeting of the Company which resolved upon the adoption of this article 5.3 in its current form, having the same rights as the existing shares and representing a maximum aggregate accounting par value (pair comptable) of fifty-three thousand one hundred and fifty-four Canadian Dollars ninety-eight cents (CAD 53,154.98), provided however that (i) such issue shall be subject to the consent of holders of a majority of all second lien bonds issued by the Company from time to time (if any) or the trustee of any such bonds acting at the direction of a majority of the holders of any such bonds or in accordance with the terms of any relevant underlying bond instrument (save where such consent is provided for in any agreement or term sheet among the foregoing parties and subject to the terms of such consent) and (ii) the subscription price per share of such new shares may not be lesser than the conversion price per share to be paid by the holders of all second lien bonds issued by the Company (if any) at the relevant time in accordance with the terms of such bonds.
(iii) limit or withdraw the shareholders' preferential subscription rights in respect of any new shares, warrants, convertible bonds or stock options issued pursuant to this article 5.3 and determine the persons authorized to subscribe to the new shares; and
(iv) record by way of a notarial deed each share capital increase and amend the share register accordingly."
9. Subject to resolutions 1) to 8) and resolutions 10) to 12) being duly adopted, decision to amend article 7.1 of the articles of association of the Company so as to be worded as follows:
"7.1. Composition of the board of directors and appointment of the directors
(i) The Company is managed by a board of directors (the Board) composed of at least three (3) members and maximum seven (7) members, who need not be shareholders.
(ii) Subject to article 70 of the Law, candidates for appointment to the Board will be selected by a committee of directors established for such purpose (the "Nomination Committee"). The Nomination Committee will be composed of those directors appointed to the Board pursuant to the exercise of the First Lien Board Member Rights (as defined below), the Second Lien Board Member Rights (as defined below) and the Metso and Peab Board Member Rights (as defined below) (together, the "Board Member Rights").
For the purposes of this article,
"First Lien Board Member Rights" means the following:
- The holders of a majority of all first lien bonds issued by Northland Resources AB (publ) from time to time (if any) or the trustee of any such bonds acting at the direction of a majority of the holders of any such bonds or in accordance with the terms of any relevant underlying bond instrument will be entitled in each case by written notice to nominate one (1) candidate for a directorship to the Nomination Committee (the "First Lien Bondholders' Nominee"). The General Meeting will be convened to approve the appointment of such nominated person and the Nomination Committee will propose and recommend such person for election to the General Meeting.
- In the event that the First Lien Bondholders' nominee is not appointed by the General Meeting, that nominee will be appointed as a board observer by the Board.
"Second Lien Board Member Rights" means the following:
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