EXPLANATORY NOTES TO THE AGENDA
Shareholders and persons entitled to attend the shareholders' meetings of Nord Gold N.V. are invited to the Extraordinary General Meeting of Shareholders of Nord Gold N.V. (the EGM) to be held at the offices of Allen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands, on Monday 15 October 2012, at 09h00 CET and to take note of these explanatory notes.
Agenda item 2
Proposal to partially amend the Articles of Association of the Company
The Board proposes to partially amend the Articles of Association of the Company and to authorise each member of the Board as well as each (deputy) civil law notary of Allen & Overy LLP, Amsterdam office, each of them severally, to have the deed of amendment of the Articles of Association executed. The proposal for the amendment to the Articles of Association concerns the insertion of a new paragraph for Article 7 of the Articles of Association of the Company which will authorize the Board to perform legal acts relating to non-cash contributions on Shares and other legal acts mentioned in Section 2:94 of the Dutch Civil Code, without prior approval of the General Meeting. The lack of the foregoing provision in the current Articles of Association is considered an omission as the Shareholders have designated the Board as the competent cor- porate body of the Company to resolve upon the issue of Shares, including an additional 10% in case of a merger or acquisition.
Section 2:94 of the Dutch Civil Code reads as follows:
1. Legal acts:
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pertaining to the subscription for shares whereby special obligations are imposed upon a company limited by shares,
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pertaining to the acquisitions of shares on a basis other than that on which a participation in the company limited by shares is offered to the public,
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purporting to confer an advantage on an incorporator of a company limited by shares or on a third person involved with the incorporation,
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pertaining to a non-cash contribution,
must be mentioned in full in the deed of incorporation or in a document, an original or officially certified copy of which is attached and to which the deed of incorporation refers. If the preceding sentence is not ob- served, no rights can vest in the company nor can any obligations accrue to the company from such act.
2. After the incorporation, the legal acts referred to in the preceding paragraph may be performed without prior approval of the general meeting only if and to the extent that the board is expressly empowered to do so in the articles of association.
3. The agreements referred to in section 80, paragraph 2 shall be excluded from the provisions of this section.
The complete proposed text for the amendment to the Articles of Association can be reviewed and received at no expense at the offices of the Company. Furthermore, these documents can be inspected and obtained through the corporate website of the Company (www.nordgold.com) and are also available for holders of global depositary receipts issued by Deutsche Bank Trust Company Americas, as depositary, at www.adr.db.com, email: adr.corporateaction@list.db.com.