Axactor SE

AGM Information • Sep 10, 2014

Notice of Extraordinary General Shareholders' Meeting in Nickel Mountain Group AB (publ) on October 10, 2014.

Notice of Extraordinary General Shareholders' Meeting in Nickel Mountain Group AB (publ) on October 10, 2014.

Notice is hereby given of an Extraordinary General Meeting (EGM) with

the shareholders of Nickel Mountain Group AB (publ), 556227-8043, on

Friday, October 10, 2014 beginning at 11:00 CET in the office of the

Company at the address Kungsgatan 44, 7thfloor 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 Friday, October 3, 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

no later than 16:00 CET on Wednesday, October 8,  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 Friday, October 3,

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 Tuesday, September 30, 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 Friday the 3rd of October, 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 should be sent well in advance 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 and 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

2.         Election of Chairman of the EGM

3.         Drafting and approval of voting list

4.         Approval of agenda proposed by the Board

5.         Appointment of persons to approve the minutes

6.         Determination whether the EGM has been duly convened

7.         Election of new Board of Directors and Chair of Board of

Directors

8.         Approval of remuneration to Board Directors

9.         The Board's proposal to adopt new articles of

Association

10.         The Board's proposal to conduct a rights issue

11.         Resolution on authorization to issue shares and certain

other financial instruments

12.         Closing of the EGM

The Board of directors' proposal for decisions

Resolution on new Board of Directors and Chair of Board of Directors

(item 7)

On August 29, 2014 Norwegian Strata Marine & Offshore AS ("Strata")

announced that they had acquired an interest in Nickel Mountain Group

corresponding to 28.98 percent of the capital and votes. Following this

share purchase they are by far the largest owner in the Company. As a

consequence of this shareholding, Strata have asked the Board of

Directors of NMG to convene an EGM. Item 7 relates to the issue of

appointing a new Board of Directors. It is the ambition of Strata to be

actively involved in refinancing of the Company and to be able to

publish its recommendation for new Board Directors before the EGM.

Resolution on remuneration to Board Directors (item 8)

At the Annual General Meeting ("AGM") 2014 it was decided that

remuneration to the Chairman of the Board would amount to 250,000 SEK

while as the remuneration to the ordinary Directors would be 150,000 SEK

each (fees paid on annual basis).

Newly elected Directors are proposed to be remunerated in accordance

with the levels approved at the 2014 AGM, proportionally to the term of

the assignment. This implies that for Directors elected at said AGM the

remuneration to be paid out is the one determined at the AGM. Directors

resigning shall be remunerated in accordance with the fee level approved

by the AGM but adjusted for the reduced term of the assignment.

The Board's proposal to adopt new articles of association (Item 9)

As a consequence of the proposed rights issue according to item 10

below, the Board proposes that new articles of association are adopted

including new limits for the share capital. The limits are proposed to

be raised from its current minimum limit of SEK 8,000,000 and maximum

limit of SEK 32,000,000 to a minimum limit of SEK 32,000,000 and a

maximum limit of SEK 128,000,000. This means that the minimum number of

shares after this resolution will be 64,000,000 and the maximum number

of shares will be 256,000,000.

This resolution will be conditional upon the EGM approving the Board's

proposal for a rights issue under item 10 below.

Decision regarding issue of new shares with pre-emptive rights for the

shareholders (Item 10)

The Board proposes that the meeting resolves to issue new shares with

pre-emptive rights for the shareholders and thereby increasing the share

capital with a maximum of SEK 34,053,510 by issuing a maximum of

68,107,020 new shares on the following main terms:

. Shareholders registered in the register of Euroclear Sweden AB on 21

October 2014 (record date) shall have pre-emptive rights to subscribe

for the new shares in relation to the number of shares they own as per

the record date.

. For each owned share per the record date, a shareholder will be

entitled to subscribe for three (3) new shares in the company.

. The new shares will be issued at a subscription price of NOK 1 (1

Norwegian Krone) per share (which then will be converted to SEK

according to the current exchange rate for Swedish kronor).

.  Over-subscription and subscription without subscription rights shall

be permitted.

. Subscription for new shares with subscription rights shall be made by

cash payment or, when the Board deems this cannot be done for practical

or administrative reasons, by signing a separate subscription list,

during the period 22 October - 5 November 2014. Notification of

subscription of shares without subscription rights shall be made on a

separate subscription list during the same time. Payment for shares

subscribed for without subscription rights shall be made in cash in

accordance with instructions on a contract note issued by the emitting

bank showing allocation of shares, however at the latest three (3)

banking days after sending the contract note. The Board shall have the

right to prolong the subscription period and the time for payment.

. Should not all shares be subscribed for with subscription rights, the

Board will decide on allocation of shares to be subscribed for without

subscription rights. Allocation will then be made firstly to (a)

subscribers with subscription rights who have over-subscribed on a pro

rata basis based on the number of subscription rights exercised and, if

this is not possible, by drawing of lots. Secondly, allocation will be

made (b) to subscribers not holding subscription rights on a pro rata

basis based on the respective subscription amount, and, if this is not

possible, by drawing of lots. In case shares corresponding to the full

issue amount cannot be allocated according to (a) and (b) above, the

remaining shares will be allocated to those who have entered into the

underwriting agreements with the company, distributed in relation to the

size of the guarantees as stipulated in the respective underwriting

agreements.

. The difference between the quota value per share and the subscription

price per share (converted to SEK from NOK) will be transferred to the

share premium account.

. The Board may, in its absolute discretion, extend the subscription

period and the payment date. The subscription period given above is thus

only indicative.

. The rights issue is conditional on the EGM approving the change of the

Articles of Association in accordance with the proposal in item 9 above.

Resolution on authorization to issue shares and certain other financial

instruments (item 11)

The Board of Directors proposes that the general meeting resolves to

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

next Annual General Meeting, resolve on issues of shares, warrants

and/or convertible instruments, mainly in accordance with the following.

This authorization shall replace the currently existing authorization

for the Board of Directors to carry out issues shares and other

financial instruments up to a maximum quantity of the equivalent of

4,540,468 shares. This authorization was approved on the Annual General

Meeting on June 4, 2014. Due to the proposed rights issue in item 10,

and the preceding change of the limits of the share capital, the

existing authorization is relatively limited. The Board of Directors

therefore proposes to the Extraordinary General Meeting to approve of

the following new authorization for the Board of Directors to decide on

new issues of financial instruments:

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 90,809,360 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 50 percent of the number of

shares and votes in the Company after such share issue given full

subscription of the share issue proposed in item 10.

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

lowest price in line with the market price of the Company's share with a

deduction for such market-related discount as 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.

This proposal demands the consent of 2/3 of the shares and votes present

at the Shareholders' Meeting to be approved.

Miscellaneous

Required documentation covering §§ 9, 10 and 11 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 on the Company's website, 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 22,702,340.

***

Stockholm, September 10, 2014

Nickel Mountain Group AB (publ)

The Board of Directors

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.