Axactor SE

AGM Information • May 5, 2014

Notice to attend the Annual General Meeting of Nickel Mountain Group AB (publ)

Notice to attend the Annual General Meeting of Nickel Mountain Group AB (publ)

The Annual General Meeting of Nickel Mountain Group AB (publ), 556227

-8043, (the "Company"), will be held on Wednesday, June 4, 2014 at 3.00

pm CET at Hotel Rica at Slöjdgatan 7 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 Wednesday, May 28, 2014, and

· give notice of attendance to the Company no later than 4.00 pm CET

Friday May 30, 2014

Notice of attendance shall be done by regular mail to Nickel Mountain

Group AB (publ), Annual General Meeting 2014, Kungsgatan 44 (7th floor),

SE-111 35 Stockholm, Sweden, by telephone +46 8 402 28 00, by fax +46 8

402 28 01 or by e-mail to torbjorn.ranta@nickelmountain.se. 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 Wednesday, May 28,

2014. 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, by fax: +47 24 05 02 56 or by e-mail

to vote@dnb.no no later than 12.00 noon CET on Friday, May 23, 2014, 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 Wednesday, May 28, 2014,

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.nickelmountain.se no later than three weeks before

the meeting including the day of the meeting. The template proxy form

can also be obtained from the Company or can be ordered via telephone in

accordance with the above. 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 on Friday May 30, 2014.

Proposed agenda

1. Opening of the meeting

2. Election of chair of the meeting

3. Preparation and approval of voting register

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. Resolution on discharge of the directors and Managing Director from

personal liability

11. Resolution on the number of directors and deputy directors

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

13. Election of auditor

14. Resolution on remuneration and other compensation to the directors

15. Resolution on remuneration payable to the auditor

16. Resolution on instructions for a Nomination Committee

17. Resolution on guidelines for remuneration to the Managing Director

and other senior executives

18. Resolution on authorization to issue shares and certain other

financial instruments

19. Closing of the meeting

Election of chair of the meeting, resolution on the number of directors

and deputy directors, election of directors and chair of the Board of

Directors, election of auditor, resolution on remuneration and other

compensation to the directors, and resolution on remuneration payable to

the auditor (items 2 and 11-15)

The Company's Nomination Committee had not finalized its work with its

proposals for resolutions in respect of the items 2 and 11-15 on the

agenda, in time for the proposals to be included in the notice to attend

the meeting. The Nomination Committee has informed the Company's Board

of Directors that the proposals will be made available well in advance

before the 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

1,148,043,440, the retained earnings of SEK -911,164,645 as well as the

result for the period of SEK -110,388,063. Total unrestricted equity at

the disposal of the meeting thus amounts to SEK 126,490,732.

The Board of Directors proposes that the funds available, SEK

126,490,732, are brought forward.

Resolution on instructions for a Nomination Committee (item 16)

The Company's Nomination Committee, consisting of Mr. Håkan Eriksson,

representing Altro Invest AB, Mr. Erlend Dunér Henriksen, representing

Aroma Holding AS, and Mr. Stefan Persson, chair of the Board of

Directors, jointly representing approximately 28 percent of the shares

and votes of the Company, has informed the Board of Directors that it

intends to propose to the general meeting to resolve on instructions for

a Nomination Committee, mainly in accordance with the following.

The chair of the Board of Directors shall be responsible for contacting

the two largest registered shareholders of the Company as per the end of

the third quarter (i.e. September 30) and to ask each of them to appoint

one member of the Nomination Committee. If such shareholder is not

willing to appoint a member, or if such shareholder is intending to sell

a significant part of his or her shares prior to the formation of the

Nomination Committee, the next shareholder in relation to the size of

the shareholding will be approached. The members appointed in accordance

with this principle, together with the chair of the Board of Directors,

who will convene the committee, is the Nomination Committee. The

Nomination Committee will appoint one of the members as chair of the

committee.

The names of the members of the Nomination Committee shall be disclosed

well in advance of the Annual General Meeting.

The Nomination Committee shall follow and carry out the duties

prescribed in the Swedish Corporate Governance Code. The Nomination

Committee shall prepare proposals to be presented the Annual General

Meeting in respect of resolutions on chair of the Annual General

Meeting, number of Board Directors, remuneration and other compensation

to Board Directors, remuneration to the auditors as well as the

appointment of and instructions for a Nomination Committee.

If any of the shareholders, who have appointed a member of the

Nomination Committee, sells a significant part of his or her shares in

the Company before the conclusion of the work of the Nomination

Committee, the member who is appointed by this particular shareholder

should leave the committee, provided this is the decision by the

Nomination Committee, and be replaced by a member appointed by the

largest registered shareholder of the Company at this point, not having

a representative on this Committee. If any of the members of the

Nomination Committee, before conclusion of the work of the Nomination

Committee, stops representing the shareholder who has appointed this

particular member, the member in question shall be replaced by a new

member appointed by the shareholder in question, provided this is the

decision by the Nomination Committee. If any material changes occur in

the registered shareholding before the conclusion of the Committee's

work, a change in the composition of Nomination Committee shall be done

according to the principles set out above, provided this is the decision

by the Nomination Committee.

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

shall end when a new Nomination Committee has been appointed.

No remuneration shall be paid for the work carried out by the members of

the Nomination Committee. However, the Company shall reimburse

reasonable external expenses that the Nomination Committee considers

essential to be able to carry out its duties.

These instructions will apply until when and if they are replaced.

Resolution on guidelines for remuneration to the Managing Director and

other senior executives (item 17)

The Board of Directors proposes that the general meeting resolves on the

following guidelines for salary and other remuneration to senior

executives for the period until the Annual General Meeting of 2015

mainly in accordance with the following.

General

The Company shall have the levels of remuneration and employment terms

necessary to recruit and retain management of high competence and

capacity to be able to achieve Company goals at a suitable cost. The

guiding principle in setting salary and other remuneration for senior

executives in the Company shall be market conditions, adjusted to the

Company's costs.

Fixed salary

The basic remuneration to senior executives is a fixed salary based on

market conditions, which is determined on an individual basis according

to the criteria above, and the special skills of the person in question.

Retirement benefits

Retirement benefits for senior executives shall be based on market

conditions for equivalent positions at the market and determined on an

individual basis adjusted according to the special skills of the person.

The retirement benefits shall be defined by cost.

Non-monetary benefits

Non-monetary benefits to the senior executives (e.g. cell phone and

computer) shall assist them in their work performance, and shall

correspond to what is reasonable in relation to customary benefits in

the market.

Termination compensation and severance pay

Termination compensation and severance pay shall in no case in total

exceed twelve months' salary.

Non-fixed salary

Non-fixed salary arrangements shall be available, in addition to fixed

-salary arrangements, in certain situations. This type of compensation

shall be clearly related to specific set goals, based on simple and

transparent constructions. The non-fixed salary part shall be linked to

the respective employee's main area of responsibility and mainly consist

of one or more financial and/or operational parameters. The maximum non

-fixed salary will be no more than 50 percent of the fixed salary paid

out to the employee in question during the period covered by the non

-fixed salary.

In those cases where a non-fixed salary is agreed for senior executives,

the salary shall be determined based on (a) the achievement of

previously established goals on a group- and individual level which are

related to management- and production results, as well as the financial

position of the Company, and (b) taking into consideration the

individual's personal development.

All share-related incentive programs shall be decided upon by the

general meeting.

The Board of Directors shall have the right to make exceptions from

these guidelines in individual cases where there are special reasons to

do so.

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 2015, 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 4,540,468 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 21.4 percent of the number of

shares and votes in the Company, or, based om the number of shares and

votes in the Company after the share issue proposed by the Board of

Directors to Extraordinary General Meeting May 8, 2014, given full

subscription, approximately 20 percent of the number of shares and

votes.

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.

____________________________

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.nickelmountain.se 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.

Shares and votes

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

the Company is 21,227,721. The Board of Directors has proposed a share

issue to the Extraordinary General Meeting on May 8, 2014, with a total

of 1,474,619 new shares.

____________________________

Stockholm, May 2014

Nickel Mountain Group AB (publ)

The Board of Directors

For information, please contact Torbjorn Ranta

Mail: torbjorn.ranta@nickelmountain.se

Tel: + 46 8 402 28 00

Cell Phone: +46 708 855504

or contact Erlend Dunér Henriksen

Erlend Dunér Henriksen

Deputy board member

Mobile: +47 920 18 950

E-mail: erlend@henriksen.as

Cautionary Statement: Statements and assumptions made in this document

with respect to Nickel Mountain Group AB's ("NMG") current plans,

estimates, strategies and beliefs, and other statements that are not

historical facts, are forward-looking statements about the future

performance of NMG. Forward-looking statements include, but are not

limited to, those using words such as "may", "might", "seeks",

"expects", "anticipates", "estimates", "believes", "projects", "plans",

strategy", "forecast" and similar expressions. These statements reflect

management's expectations and assumptions in light of currently

available information. They are subject to a number of risks and

uncertainties, including, but not limited to, (i) changes in the

economic, regulatory and political environments in the countries where

NMG operates; (ii) changes relating to the geological information

available in respect of the various projects undertaken; (iii) NMG's

continued ability to secure enough financing to carry on its operations

as a going concern; (iv) the success of its potential joint ventures and

alliances, if any; (v) metal prices, particularly as regards nickel. In

the light of the many risks and uncertainties surrounding any mineral

project at an early stage of its development, the actual results could

differ materially from those presented and forecast in this document.

NMG assumes no unconditional obligation to immediately update any such

statements and/or forecasts.

Torbjörn Ranta

Managing Director

Tel: 46 8 402 28 00

Mobile: 46 708 855504

E-mail: torbjorn.ranta@nickelmountain.se

The vision of Nickel Mountain Group AB is to be an explorer and miner

recognized for our attractive assets and ability to effectively run

projects from exploration to commercialization, leaving a lasting

footprint within the regions we operate through investments, community

engagement and transfer of expertise.