Axactor SE

AGM Information • Nov 24, 2014

NOTICE of Extraordinary General Shareholders' Meeting in Nickel Mountain Group AB (publ) on December 17, 2014.

___________________________________________________________________ Notice is hereby given of an Extraordinary General Meeting (EGM) with the shareholders of Nickel Mountain Group AB (publ), 556227-8043, on Wednesday, December 17, 2014 beginning at 11.00 in the office of the Company at the address Kungsgatan 44, 7th floor in Stockholm.

Right to participate at the Extraordinary General Meeting

Shareholders who wish to participate in the EGM must,

• Firstly be recorded in the share register maintained by Euroclear Sweden AB on Thursday, December 11, 2014 (see also under the headline Nominee-registered shares below), and
• Secondly notify the Company at the address Kungsgatan 44, 7th floor, 111 35 STOCKHOLM about their intention to attend the EGM not later than 16.00 on Friday, December 12, 2014 by phone +46 8 402 28 00, by fax +46 8 402 28 01 or by mail to torbjorn.ranta@nickelmountain.se. When notifying the company, please state your name, personal identity/registration number, address, shareholding and details about any assistants (not more than two).

Nominee-registered shares

Shareholders whose shares are nominee-registered must also request a temporary entry in the register of shareholders kept by Euroclear Sweden AB in order to be entitled to participate at the EGM. Shareholders must notify the nominee about this well in advance of Thursday, December 11, 2014, which is the day when such entry must have been executed in order to be considered in the excerpt of the share register, made by Euroclear Sweden AB.

Shareholders registered in the Norwegian Verdipapirsentralen (VPS) must request temporary entry as shareholders in the register of shareholders kept by Euroclear Sweden AB in order to be entitled to participate at the EGM. In connection thereto, shareholders must notify DNB Bank ASA about this at the address Verdipapirservice, Postboks 1600 Sentrum, 0021 Oslo or by fax: +47 24 05 02 56, or by email: vote@dnb.no no later than 12.00 noon CET on Monday, December 8, 2014, in order for DNB Bank to be able to ensure that entry is made in the register of shareholders kept by Euroclear Sweden AB by Thursday, December 11, 2014, which is the day when such entry must have been executed. Following the EGM, DNB Bank will arrange for shareholders to be re-registered in the Norwegian Verdipapirsentralen.

Proxy etc.

The rights of shareholders during the EGM may be exercised by an authorized representative (proxy). Any proxies must be presented in original. Proxies in original can be sent to the company at the following address: Nickel Mountain Group AB, Kungsgatan 44, 7 trp, 111 35 Stockholm, Sweden. A proxy form will be available at the company's website www.nickelmountain.se . Representatives of legal entities must present registration documents in original or certified copy of the same or equivalent proof of authorization.

Proposed agenda

• 1. Opening of the EGM.
• 1. Election of Chairman of the EGM.
• 1. Drafting and approval of voting list.
• 1. Approval of agenda.
• 1. Appointment of persons to keep and approve the minutes.
• 1. Determination whether the EGM has been duly convened.
• 1. Decision to appoint a new auditor
• 1. Approval of remuneration to the auditor
• 1. Closing of the EGM

The Board of directors' proposal for decisions

Item 7 (Decision to appoint a new auditor)

There is a new Board of Directors of Nickel Mountain Group AB (publ) ("NMG") since October 10, 2014, which reflects the fact that Strata Marine & Offshore AS is the sole dominating owner of NMG. The new Board of Directors has ever since it was appointed continuously reviewed the possibilities to increase share holder value, and in that context to optimize the cost structure of NMG. This is particularly important in view of NMG being a company without regular revenues. NMG has for various reasons since 2013 had two different audit firms in the group working with the yearly audit work. This has not benefited the aggregated audit costs. The new Board has therefore secured a favorable offer for conducting the audit of the financial year 2014 accounts. Therefore the Board proposes to an EGM to be held on December 17, 2014 to appoint PricewaterhouseCoopers AB, CIN 556067-4276 ("PWC"), with responsible main auditor Johan Palmgren, as auditor of the parent company and of the group. The cost reduction that would be achieved for the audit of the 2014 accounts is deemed to be significant. The Board of Directors emphasizes, that there have been no controversies with the other two auditors/audit firms appointed at the AGMs of the group and subsidiaries in June 2014. These were Mr. Johan Kaijser of Mazars Set Audit Company (auditor of group and parent company) and KPMG (auditor of subsidiaries). The change of auditor is proposed solely on cost reduction grounds. The corresponding change will also be proposed on subsidiary level.

Item 8; (Decision regarding remuneration to auditor)

The Board proposes, in line with the decision taken on the June 4, 2014 AGM, that the new auditor be remunerated based on reasonable and approved regular invoicing.

Miscellaneous

Required documentation covering items 7 and, 8, above, as well as other information required according to the Swedish Companies Act will, at the latest two weeks before the EGM, be available in the office of the Company and at the Company's website, www.nickelmountain.se , and will be sent free of charge by mail to shareholders who so request and state their address.

The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

The number of shares outstanding in the Company at the time of this EGM-notice is 90,809,360

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Stockholm, November 23, 2014 Nickel Mountain Group AB (publ) The Board of Directors