Axactor SE

AGM Information • Apr 28, 2016

Notice to attend the Annual General Meeting of Axactor AB (publ)

Notice to attend the Annual General Meeting of Axactor AB (publ)

The Annual General Meeting of Axactor AB (publ), 556227-8043, (the "Company"),

will be held on Thursday, May 26, 2016 at 2.00 pm CET at Wistrand Advokatbyrå,

Regeringsgatan 65 in Stockholm.

Right to attend and notice to the Company

Those wishing to attend the meeting must:

- be entered as a shareholder in the share register kept by Euroclear Sweden AB

on Friday, May 20, 2016, and

- give notice of attendance to the Company no later than 4.00 pm CET Monday, May

23, 2016.

Notice of attendance shall be done by regular mail to Axactor AB (publ), Annual

General Meeting 2016, Hovslagargatan 5B, bottom floor, SE-111 48 Stockholm,

Sweden, by telephone +46 8 402 28 00, by fax +46 8 402 28 01 or by e-mail to

torbjorn.ranta@axactor.com. When giving notice of attendance, please state the

shareholder's name, social security number or corporate registration number,

address, and telephone number (office hours). A shareholder may be accompanied

by one or two assistants if the shareholders give notice to the Company of the

accompanying persons in accordance with what has previously been stated.

Shareholding in the name of a nominee

To be entitled to participate in the meeting, those whose shares are registered

in the name of a nominee must register the shares in their own name with the

help of the nominee, so that he or she is entered in the share register kept by

Euroclear Sweden AB on Friday, May 20, 2016. This registration may be made

temporarily.

Shareholders registered in the Norwegian Verdipapirsentralen (VPS) must request

a temporary entry as shareholders in the share register kept by Euroclear Sweden

AB in order to be entitled to participate in the meeting. Shareholders wishing

to attend the meeting must notify DNB Bank ASA about this by regular mail to the

address Verdipapirservice, Postboks 1600 Sentrum, 0021 Oslo or by e-mail to

vote@dnb.no no later than 12.00 noon CET on Wednesday, May 18, 2016, in order

for DNB Bank to be able to ensure that an entry is made in the share register

kept by Euroclear Sweden AB by Friday, May 20, 2016, which is the day when such

entry must have been executed. Following the meeting, DNB Bank will arrange for

the shares to be re-registered in the Norwegian Verdipapirsentralen.

Proxies etc.

Those who do not attend the meeting in person may exercise his or her rights at

the meeting through a proxy in possession of a written proxy form, signed and

dated. A template proxy form will be available on the Company's website

www.axactor.com no later than three weeks before the meeting and on the day of

the meeting. The template proxy form can also be obtained from the Company. A

proxy form issued by a legal entity must be accompanied by a copy of the

certificate of registration or a corresponding document of authority for the

legal entity. To facilitate registration at the meeting, proxy forms,

certificates of registration and other documents of authority should be

submitted to the Company at the address above no later than by Monday, May 23,

Proposed agenda

1. Opening of the meeting

2. Election of chair of the meeting

3. Preparation and approval of voting list

4. Adoption of agenda

5. Election of one or two persons to check the minutes of the meeting

6. Determination of whether the meeting has been duly convened

7. Presentation of the annual report and the auditors' report as well as the

consolidated accounts and auditors' report on the consolidated accounts

8. Resolution on adoption of the income statement and balance sheet as well as

the consolidated income statement and consolidated balance sheet

9. Resolution on appropriation of the Company's result as shown on the adopted

balance sheet

10. The Board of Directors' statement regarding corporate governance

11. Resolution on discharge of the directors and Managing Director from personal

liability

12. Resolution on the number of directors and deputy directors

13. Election of directors and chair of the Board of Directors

14. Election of auditor

15. Resolution on remuneration and other compensation to the directors

16. Resolution on remuneration payable to the auditor

17. Resolution on the establishment of a Nomination Committee and the election

of members thereto

18. Resolution on authorization to issue shares and certain other financial

instruments

19. Resolution on change of Articles of Association; (a) removal of series A

-shares and (b) change of accounting currency

20. Closing of the meeting

The proposals by the Board of Directors

The previous Nomination Committee of the Company resigned at the Annual General

Meeting on June 3, 2015. A new Nomination Committee is proposed to be

established at this Annual General Meeting, and which, if elected, will take

office from the date of the Annual General Meeting. Accordingly, the proposals

in relation to composition and remuneration of the Board of Directors below have

not been prepared by a Nomination Committee.

Election of chair of the meeting (item 2)

The Board of Directors proposes that Mr. Hendrik Kangasmuukko (lawyer at

Wistrand Advokatbyrå) shall be elected chair of the Annual General Meeting.

Resolution on appropriation of the Company's result as shown on the adopted

balance sheet (item 9)

At the disposal of the meeting is the share premium reserve of SEK

1,468,787,486, the retained earnings of SEK -1,071,213,151 as well as the result

for the period of SEK -204,756,757. Total unrestricted equity at the disposal of

the meeting thus amounts to SEK 192,817,578.

The Board of Directors proposes that the funds available, SEK 192,817,578, are

brought forward.

Resolution on number of directors and deputy directors and election of directors

and chair of the Board of Directors (items 12 - 13)

The Board of Directors recommends to appoint a board consisting of three

directors and no deputy directors. Further, it is proposed to re-appoint Einar

J. Greve, Gunnar Hvammen and Per Dalemo as directors, and that Einar J. Greve

shall continue as the chair of the Board of Directors.

Resolution on election of auditor (item 14)

The Board of Directors recommends to re-appoint PricewaterhouseCoopers as

auditors with Mr. Johan Palmgren as responsible auditor.

Resolution on remuneration and other compensation to the directors (item 15)

The Board of Directors proposes that board remuneration amounting to SEK 900,000

shall be paid to the chair of the Board of Directors while as each of the two

ordinary directors shall be paid SEK 450,000. No remuneration shall be paid to

the Board of Directors for any type of committee work.

Resolution on remuneration payable to the auditor (item 16)

The Board of Directors proposes that the auditor shall be compensated for

accrued and approved invoices.

Resolution on the establishment of a Nomination Committee and the election of

members thereto (item 17)

The Board of Directors proposes to the general meeting to, in accordance with

the Company's Corporate Governance Policy, resolve on members and instructions

for a nomination committee, mainly in accordance with the following:

A nomination committee (the "Nomination Committee") consisting of one (1) to

three (3) members at the discretion of the general meeting shall be elected. All

members of the Nomination Committee shall be elected by the general meeting. The

names of the candidates of the Nomination Committee shall be disclosed in

advance of the Annual General Meeting.

The term of office of the Nomination Committee appointed in this way shall end

when a new Nomination Committee has been appointed.

Resolution on authorization to issue shares and certain other financial

instruments (item 18)

The Board of Directors proposes that the general meeting resolves to authorize

the Board of Directors to, on one or more occasions before the Annual General

Meeting of 2017, resolve on issues of shares, warrants and/or convertible

instruments, mainly in accordance with the following.

a) Issues may be carried out with or without considering the shareholders'

preferential rights.

b) The total number of shares which can be issued through resolutions under the

authorization shall not exceed 400,000,000 shares through share issues, the

exercise of warrants and/or conversion of convertible instruments (this does,

however, not prevent warrants and convertible instruments from being combined

with terms and conditions for recalculation which, if applied, may result in

another number of shares), corresponding to approximately 34 percent of the

number of shares and votes in the Company after dilution, based on the number of

shares and votes in the Company as at the date of this notice including

outstanding warrants and an ongoing issue in kind directed to the sellers of

IKAS company.

c) Issues carried out without the shareholders' preferential rights with cash

payment or payment by set-off of claims, may only take place at a price in line

with the market price of the Company's share with a deduction for such market

-related discount deemed required by the Board of Directors for successfully

carrying out the issue. In case of a rights issue, the Board of Directors

decides on the pricing.

d) The authorization shall include a right to resolve on issues with cash

payment, payment by set-off of claims or payment with non-cash consideration,

and in combination with such conditions referred to in Chapter 2, section 5

second paragraph, points 2-3 and 5 of the Swedish Companies Act.

The reason for the Board of Directors' proposal as well as the possibility to

disregard the shareholders' preferential rights is that the Company must be

prepared to without delay improve its financial position and strengthen the

shareholder value by way of opportunities that may arise. The authorization

approved at the Extraordinary General Meeting on December 23, 2015 expires as of

the Annual General Meeting of 2016.

Resolution to change the Articles of Association; removal of series A-shares and

change of accounting currency (item 19 (a) and (b))

19 (a) - Removal of Series A-shares

According to the current Articles of Association there are two share series,

ordinary shares with one vote per share and A-shares with 0.999 votes per share.

The latter is a technical solution from autumn 2015 when the private placement

of 400 million new shares took place. Currently there are no A-shares

outstanding and the Board of Directors does not foresee a need for different

series of shares. The Board of Directors proposes to the general meeting to

amend the current Articles of Association of the Company whereby the serie A

-shares, and the related conversion right in § 14, is removed.

The existing and new proposed wordings of § 5 of the Articles of Association are

as follows:

Existing wording:

5. Amount of Shares and Series of Shares

The number of shares in the company shall be not less than 400,000,000 shares

and not more than 1,600,000,000 shares.

The shares may be issued in two different classes, ordinary shares and shares in

class A. Ordinary shares and shares in class A may be issued to a number

corresponding to all issued shares in the company.

Ordinary shares shall carry one (1) vote each in the company. Shares of class A

shall carry 0.999 vote each in the company. Shares of series A shall be subject

to conversion in accordance with item 14 in the Articles of Association.

If the Company decides to issue new shares payable by cash or by debt set-off,

then existing shares shall give preferential rights to subscribe to new shares

of the same series in a quantity proportional to the existing number of shares

of the same series (primary preferential rights). Newly issued shares not

subscribed in accordance with the primary preferential rights shall be offered

to all existing shareholders (secondary preferential rights). If the remaining

quantity of shares offered in accordance with the secondary preferential rights

do not suffice, then such remaining quantity of shares shall be allocated to the

subscribers in proportions corresponding to the subscribers' relative existing

total shareholding in the Company. If full allocation cannot be accomplished in

this way concerning any share(s), any remaining allocation shall take place by

drawing of lots.

If the Company decides to issue new shares of one only series payable by cash or

by debt set-off, then all existing shareholders shall have preemptive rights to

subscribe to these shares proportionate to their existing shareholdings.

What is stated above does not constitute a limitation to announce a directed

issue payable by cash or by debt set-off with a deviation from the existing

shareholders' preferential rights.

What is stated above relating to the shareholders' preferential rights shall

also be applicable on any issues of warrants and convertible debentures.

If the Company increases the share capital by conducting a bonus issue, then new

bonus shares shall be issued in both share series in the same proportions as

given prior to the bonus issue. At such occasions existing shares of each share

series shall give preferential rights to new bonus shares of the corresponding

share series. What is stated in the preceding paragraph shall not imply

limitations, following corresponding amendments to the Articles of Association,

to issue bonus shares of a new series.

Proposed new wording:

5. Amount of Shares

The number of shares shall be not less than 400,000,000 and not more than

1,600,000,000.

The conversion right in § 14 of the Articles of Association is removed.

19 (b) - Change of accounting currency

The Board of Directors proposes to change the accounting currency of the Company

from SEK to EUR. The reason for the change is to align the accounting currency

within the group.

The new accounting currency will, provided the Annual General Meeting so

resolves, be introduced as of the following financial year.

The existing and new proposed wordings of § 14 of the Articles of Association

are as follows:

Existing wording:

No wording (following resolution to remove § 14 as per item 19 (a)).

Proposed new wording:

14. Accounting currency (to be included as § 15 if §14 is not removed.)

The accounting currency shall be euro (EUR).

The full and complete new proposed Articles of Association of the Company can be

studied in a separate attachment available on the website www.axactor.com.

Resolutions according to items 18 and 19 (a)-(b) above demand support by at

least 2/3 of both the votes present and casted at the Annual General Meeting in

order to be valid.

____________________________

Shareholders' right to request information

Upon request by any shareholder and where the Board of Directors believes that

such may take place without significant harm to the Company, the Board of

Directors and the Managing Director should provide information at the Annual

General Meeting in respect of any circumstances which may affect the assessment

of a matter on the agenda, and any circumstances which may affect the assessment

of the Company's or a subsidiary's financial position and as regards the

Company's relationship to other group companies. The obligation to provide

information relates also to the consolidated accounts.

Documents

Accounting documents and the auditor's report as well as the complete proposals

will be available at office of the Company and on the Company's website

www.axactor.com no later than three weeks before the meeting including the day

of the meeting. Copies of accounting documents and the auditor's report as well

as the proposals will be sent free of charge to those shareholders who so

request and state their postal address.

Corporate governance

As the Company is a Swedish private limited liability listed on the Oslo Stock

Exchange, the Norwegian Recommendation for Corporate Governance (the

"Recommendation") does not apply directly to the Company. However, with due

regard to the fact that the Company is listed in Norway and to a substantial

degree approaches the Norwegian investor market, and considering that it wishes

to place emphasis on sound corporate governance, the Company has prepared a

policy document on the basis of the Recommendation, but made certain necessary

adjustments given the Company's Swedish domicile. The report on corporate

governance is included in the annual report for 2015, which is available on the

Company's website www.axactor.com.

Shares and votes

As per the day of this notice, the total number of shares and votes in the

Company is 656,214,360. However the registration of 49,033,589 new shares

following the issue in kind directed at the sellers of IKAS company is ongoing

and is expected to be registered before the Annual General Meeting.

____________________________

Stockholm, April 2016

Axactor AB (publ)

The Board of Directors