Axactor SE

AGM Information • Apr 15, 2014

NMG: NOTICE of Extraordinary General Shareholders' Meeting in Nickel Mountain Group AB (publ) on May 8, 2014

NMG: NOTICE of Extraordinary General Shareholders' Meeting in Nickel Mountain Group AB (publ) on May 8, 2014

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

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

Thursday, May 8, 2014 beginning at 10.00 in the office of the Company at

the address Kungsgatan 44, 7th floor in Stockholm.

Right to participate at the Extra 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, May 2, 2014 (see also under the headline Nominee

-registered shares below), and

-      secondly notify the Company at the address Kungsgatan 44,

7thfloor, 111 35 STOCKHOLM about their intention to attend the EGM not

later than 16.00 on Friday, May 2, 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 May 2, 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,

April 28, 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 2nd of May, 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 .  (http://www.ige.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.

5. Appointment of persons to keep and approve the minutes.

6. Determination whether the EGM has been duly convened.

7. Approval of the Board's proposal to conduct a set-off issue

8. Approval of the Board's proposal to decide on a divided 1:1 of all

the shares in the subsidiary African Diamond AB

9. Other items

10. Closing of the EGM

The Board of directors' proposal for decisions

§7 The Board's proposal for a set-off issue

The Board of Directors propose that the EGM decides on an increase of

the Company's share capital by SEK 737,309.50 by issuing 1,474,619 new

shares with a subscription price of SEK 3.80 per share. The other

conditions are proposed to be the following:

· The new shares are only supposed to be subscribed to as described

below:

Subscriber           Number of shares     Loan amount to be set-off

(SEK)

Altro Invest AB      1.179.580                    4.482.404

Renud Invest AS      114.997                      436.988,60

Svein Breivik          153.132                      581.901,60

Ole Weiss               26.910                     102.258

1.474.619             5.603.552,20

· Subscription of and payment for the new ordinary shares must take

place latest on May 30, 2014. The Board of Directors of the Company

shall be authorized, in case need arises, to decide on a prolongation of

the subscription- and payment period.

· Payment shall be executed via set-off of claims in an amount

corresponding to SEK 5,603,552.20. The set-off shall be considered

executed when the subscription list has been signed.

· The new shares shall be entitled to receiving dividends, if such

ones get declared, for the first time on the record date that occurs

after the date when the set-off issue      has been registered by the

Swedish Companies Registrar ("Bolagsverket").

· After the registration of the set-off issue amounting to 1,474,619

new shares by the Swedish Companies Registrar, the total share capital

of the Company will amount to SEK 11,351,170 and the new number of

shares outstanding will be 22,702,340.

· The parties entitled to subscribe for new shares according to above,

and who are either directly or indirectly via representatives, Board

members of the Company, have  committed to set off claims on the company

as described above. The set off issue is conducted as a means of

strengthening the balance sheet of the Company by reducing debt. The

subscription price, SEK 3.80 per share, has been agreed between the

subscribers and the Company, and represents a premium of some 50% to the

current market price on the stock exchange (as per closing price on

April 10, 2014). As a consequence of the subscribers being either

directly or indirectly Board members of the Company, it is necessary

according to the Chapter 16 provisions of the Swedish Companies Act

(also called "Lex Leo"), that the decision at the Extraordinary General

Meeting is taken by a quorum representing at least 90% of the votes

present and of the shares actively voting at the EGM.

§8 The Board's proposal to give a dividend 1:1 of all the shares in

wholly-owned subsidiary African Diamond AB

The Board of Directors propose that the Extraordinary General Meeting

decide on distributing as a dividend all the shares of wholly-owned

subsidiary African Diamond AB pro rata to the shareholders of Nickel

Mountain Group AB. In this context, it is proposed that 1 existing share

of Nickel Mountain Group AB gives the right to receive 1 share of

African Diamond AB. The total dividend, according to the book value of

African Diamond AB, corresponds to SEK 556,558.50 as per March 31, 2014,

which corresponds to SEK 0.025 per Nickel Mountain Group share after the

above set-off issue. The Board of Directors shall be authorized to

decide on a record date for the dividend, which however shall occur

after the registration of the set-off issue above according to §7 by the

Swedish Companies Registrar, but before the 2014 Annual General Meeting.

Miscellaneous

Required documentation covering §§ 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 on the Company's website, www.nickelmountain.se ,

(http://www.ige.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 21,227,721.

***

Stockholm, April 15, 2014

Nickel Mountain Group AB (publ)

The Board of Directors