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2 maj, 2013 Annual General Meeting 2012 - Northland Resources

2 maj, 2013 Annual General Meeting 2012 - Northland Resources

16provided, however,

16provided, however, that:(a) no such amendment of the Stock Option Plan may be made without the consent of such affecteddirector, officer, employee or service provider if such amendment would adversely affect the rights of suchaffected director, officer, employee or service provider under the Stock Option Plan; and(b) shareholder approval shall be obtained in accordance with the requirements of the Exchange (if theshares are then listed on the Exchange) for any amendment that results in:(i) an increase in the number of shares issuable under options granted pursuant to the Stock Option Plan;(ii) a reduction in the exercise price of an option granted to an insider of the Issuer; or(iii) an extension of the term of an option granted under the Stock Option Plan benefiting an insider of theIssuer,(iv) any amendment to remove or to exceed the insider participation limits under Section 4 of the StockOption Plan, or(v) any amendment to Section 7 of the Stock Option Plan.The Board of Directors may terminate the Stock Option Plan at any time provided that such termination shallnot alter the terms or conditions of any option or materially impair any right of any Participant pursuant to anyoption granted prior to the date of such termination except with the consent of such Participant andnotwithstanding such termination the Issuer, such options and such Participants shall continue to be governed bythe provisions of this Plan.The Stock Option Plan does not provide for the ability of the Company to transform a stock option into a stockappreciation right nor does it provide for financial assistance to facilitate the purchase of securities.The amendments made to the Stock Option Plan are as follows: the specific provision of withholding rights inand to the Company with respect to matters for which the Company may have tax liability exposure; the right ofoptionholders to have the options granted to or transferred to a registered retirement savings plan or otherpension or savings plan or a holding company; the addition of certain specified requirements that the Companymay impose on the exercise of an option to ensure that the Company is in compliance with requisite law andclarification as to what may transpire with respect to the options at the discretion of the Board of Directors uponthe happening of a “Change of Control” (which is a term that is specifically defined in the Stock Option Plan).Shareholders are referred to the full text of the Stock Option Plan which is set forth herein as Schedule “A”.All of the directors of the Company have approved the Stock Option Plan as amended for submission to theshareholders for approval. The Board of Directors deem that it is in the best interests of the Company toimplement the Stock Option Plan, as amended, to provide incentive for directors, officers, employees andservice providers. The re-approval of the Stock Option Plan, as amended, requires the approval of in excess of amajority of the shares that are voted thereon in person or by proxy at the Meeting. Set forth below is the text ofthe resolution that shareholders will be asked to approve.BE IT RESOLVED THAT:1. The form of Stock Option Plan for the Company as set forth in the Company’s management informationcircular dated April 19, 2012 be and the same is hereby approved and ratified and the Board beauthorized to make any further amendments to the Stock Option Plan as may be required by the TSX.2. Any one director or officer of the Company be and he is hereby authorized and directed to do all suchacts and things and to execute and deliver under the corporate seal or otherwise, all such deeds,

17documents, instruments and assurances as he shall deem necessary to give full force and effect to theforegoing approval of the Stock Option Plan, as amended.MANAGEMENT RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE STOCKOPTION PLAN RESOLUTION. IN ORDER TO BE PASSED, A MAJORITY OF THE VOTES CAST ATTHE MEETING IN PERSON OR BY PROXY MUST BE VOTED IN FAVOUR OF THE STOCK OPTIONPLAN RESOLUTION.If you complete and return the enclosed form of proxy, the persons designated in the enclosed form ofproxy intend to vote at the Meeting, or any adjournment thereof, FOR the Stock Option Plan resolution,unless you specifically abstain from voting or direct that your vote be voted against the Stock Option Planresolution.Other Matters of BusinessManagement knows of no matters to come before the Meeting other than those referred to in the Notice ofMeeting accompanying this Information Circular. However, if any other matters properly come before theMeeting, it is the intention of the persons named in the form of proxy accompanying this Information Circular tovote the same in accordance with their best judgment of such matters.ADDITIONAL INFORMATIONAdditional information relating to the Company is available for viewing at www.sedar.com andwww.northland.eu. Financial information is provided in the Company’s financial statements and accompanyingmanagement’s discussion and analysis for the fiscal period ended December 31, 2011, copies of which may berequested by contacting the Company c/o 7A, rue Robert Stümper, L-2557 Luxembourg.DATED the 19 th day of April, 2011.BY ORDER OF THE BOARD“Karl-Axel Waplan”Karl-Axel Waplan,President & CEO

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