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Axactor SE

Pre-Annual General Meeting Information Apr 17, 2024

3549_rns_2024-04-17_e14862aa-8f75-4bee-a20e-9fb3251fc24c.pdf

Pre-Annual General Meeting Information

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"Firma-/Etternavn, Fornavn " "c/o" "Adresse1" "Adresse2" "Postnummer, Poststed" "Land"

Ref no: "Refnr" PIN - code: "Pin"

Notice of annual general meeting

The annual general meeting in Axactor ASA will be held on 08.05.2024 at 10:00h CEST as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: "Beholdning" and vote for the number of shares registered in Euronext per Record date 30.04.2024.

The deadline for electronic registration of advance votes, proxy of and instructions is 06.05.2024 at 10:00h CEST.

Electronic registration

Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".

Step 1 – Register during the enrollment/registration period:

• Either through the company's websitehttps://www.axactor.com/corporate-governance/general-meetings/ using a reference number and PIN – code

(for those of you who receive the notice by post-service), or

• Log in through VPS Investor services; available at https://investor.vps.no/garm/auth/login or through own account manager (bank/broker). Once logged in - choose Corporate Actions – General Meeting – ISIN

You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

Enroll Advance Vote Delegate proxy Close
Enroll Delegate proxy Close

"Enroll" - There is no need for registration for online participation. "Advance vote" - If you would like to vote in advance of the meeting "Delegate Proxy" - Give proxy to the chair of the Board of Directors or another person "Close" - Press this if you do not wish to make any registration.

Step 2 – The general meeting day:

Online participation: Please login through https://dnb.lumiagm.com/126958517 You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm).

If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.

Ref no: "Refnr" PIN-code: "Pin"

Form for submission by post or e-mail for shareholders who cannot register their elections electronically.

The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 06.05.2024 at 10:00h CEST. If the shareholder is a company, the signature must be in accordance with the company certificate.

*Will be unsecured unless the sender himself secure the e-mail.

"Firma-/Etternavn, Fornavn " shares would like to be represented at the annual general meeting in Axactor ASA as follows (mark off):

  • ☐ Open proxy to the Board of Directors or the person he or she authorizes (do not mark the items below)
  • ☐ Proxy with instructions to the Board of directors or the person he or she authorizes (mark "For", "Against" or "Abstain" on the individual items below)
  • ☐ Advance votes (mark «For», «Against» or «Abstain» on the individual items below)

___________________________________________________________________

☐ Open proxy to the following person (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)

(enter the proxy solicitors name in the block letters) Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details.

Voting shall take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.

Agenda for the annual general meeting 08.05.2024 For Against Abstain
2. Election of person to chair the meeting and election of a person to co-sign the minutes together
with the chair
3. Approval of the notice and the agenda
4. Approval of the annual accounts and report from the board for 2023
5. Authorization to the board to distribute dividend based on the approved annual accounts for 2023
6. Advisory vote related to the board's report on corporate governance
7. Advisory vote related to the board's report on remuneration cf. section 6-16b of the Norwegian
Public Limited Liability Companies Act
8. Election of members to the board of directors
-
Terje Mjøs (chair)
-
Brita Eilertsen (director)
-
Lars Erich Nilsen (director)
-
Kjersti Høklingen (director)
9. Approval of the remuneration to the directors of the board
10. Election of members to the nomination committee
-
Anne Lise Gryte Ellingsen (chair)
-
Peder Strand (member)
11. Approval of the remuneration to the members of the nomination committee
12. Approval of the remuneration to the company's auditor
13. Election of company's auditor
14.1. Authorization to the board to increase the share capital through the issue of new shares or
acquisitions of own shares - LTI 2024
14.2. Authorizations related to current long-term incentive programs – ESOP 2020, LTI 2022, LTI
2023, and the share option agreement with Andrés López
15. General authorization to the board to increase the share capital by issuing new shares
16. Authorization to the board to purchase treasury shares in connection with acquisitions, mergers,
de-mergers or other transactions
17. Authorization to the board to purchase treasury shares for investment purposes or for subsequent
sale or deletion of such shares

The form must be dated and signed

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