Axactor SE

Pre-Annual General Meeting Information • Dec 16, 2020

Ref no: PIN code:

Notice of Extraordinary General Meeting

Meeting in Axactor SE will be held on 5 January 2021 at 10.00 CET. Virtual.

Your holding of shares at time of summons: __________________

IMPORTANT MESSAGE:

In accordance with Norwegian temporary legislation exempting companies from physical meeting requirements to reduce Covid-19 risk, the Extraordinary General Meeting will be held as a digital meeting only, with no physical attendance for shareholders.

Please log in at https://web.lumiagm.com/?fromUrl=195293931

You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – click ISIN) or sent you by post (for non-electronic actors) Shareholders can also get their reference number and PIN code by contacting DNB Bank Verdipapirservice by phone +47 23 26 80 20 or by e-mail genf@dnb.no.

On the company's web page https://www.axactor.com/corporate-governance/general-meetings You will find an online guide describing more in detail how you as a shareholder can participate in the Virtual meeting.

Deadline for registration of advance votes, proxies and instructions: 4 January 2021 at 14:00 CET

Advance votes

Advance votes may only be executed electronically, through the Company's website https://www.axactor.com/corporate-governance/general-meetings (use ref and pin code above) or through VPS Investor Services (where you are identified and do not need Ref.nr.and PIN Code). Chose Corporate Actions - General Meeting, click on ISIN.

Notice of attendance

Shareholders are only allowed to participate online due to the Covid-19 situation. See separate guide on how shareholders can participate virtual. Registration is not required to participate online, but shareholders must be logged in before the meeting starts. If you are not logged in before the general meeting starts, you will not be able to attend. Log in starts an hour before.

Please note that shareholders who do not wish to participate online or vote in advance have the opportunity to authorize another person. Information on how this can be done follows:

Proxy without voting instructions for Extraordinary General Meeting of Axactor SE

Ref no: PIN code:

Proxy should be registered through the Company's website https://www.axactor.com/corporate-governance/general-meetings or through VPS Investor Services.

For granting proxy through the Company's website, the above-mentioned reference number and PIN code must be stated. In VPS Investor Services chose Corporate Actions, General Meeting and click ISIN.

If you are not able to register this electronically, you may send by E-mail to genf@dnb.no, or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The proxy must be received no later than 4 January 2021 at 14:00 CET. If a shareholder who wishes to give proxy is a company, the company certificate must be attached.

If you do not state the name of the proxy holder, the proxy will be given to the Chair of the Board of Directors or an individual authorised by him or her.

The undersigned: _____________________________________________________________

hereby grants (tick one of the two)

the Chair of the Board of Directors (or a person authorised by him or her), or

_____________________________________________

(Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares at the Extraordinary General Meeting of Axactor SE on 5 January 2021.

Proxy with voting instructions for Extraordinary General Meeting in Axactor SE

If you are unable to attend the meeting, you may use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorised by him or her. (Alternatively, you may vote electronically in advance, see separate section above.) Instruction to other than Chair of the Board should be agreed directly with the proxy holder.

Proxies with voting instructions cannot be submitted electronically, and must be sent to genf@dnb.no (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 4 January 2021 at 14:00 CET. If a shareholder who wishes to give proxy is a company, the company certificate must be attached.

Proxies with voting instructions must be dated and signed in order to be valid.

The undersigned: _____________________________________ Ref no:

hereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Extraordinary General Meeting of Axactor SE on 5 January 2021.

The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.

Agenda for the Extraordinary General Meeting 2021	For	Against	Abstention
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. Share capital increase by contribution in kind			
5. Share capital increase by way of private placement			
6. Authorization to the board to increase the share capital – Subsequent Offering			

Place Date Shareholder's signature (Only for granting proxy with voting instructions)