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Axactor SE

AGM Information Dec 23, 2015

3549_iss_2015-12-23_a6d10d63-fe75-4d90-99f1-c2e070a1da4d.html

AGM Information

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Summary of the Extraordinary General Meeting in Nickel Mountain Group AB (publ) conducted today

Summary of the Extraordinary General Meeting in Nickel Mountain Group AB (publ) conducted today

· New company name Axactor AB (publ) approved

· Enlarged mandate to issue shares and changed share capital limits approved

· Amendments to Employee Stock Option program approved

· New Board of Directors appointed and new Board member fees approved

An Extraordinary General Meeting in Nickel Mountain Group AB ("NMG" or the

"Company") was held in Stockholm today (the "EGM"). The agenda contained four

main items, (i) approval of proposed new company name, (ii) approval for the

Board of Directors to decide on new issues of shares or other financial

instruments and a therewith associated increase of the share capital limits,

(iii) an authorization for the Board of Directors to amend certain of the

conditions of the Employee Stock Option Program approved at the November 2015

EGM and, lastly, (iv) appointment of a new Board of Directors and therewith

associated new Board member fees.

The EGM first voted in favor of changing the company name to Axactor AB (publ).

The name change has been thoroughly analyzed and prepared, and the Company

believes the new Company name will get successfully registered by the Swedish

Companies Registry (Bolagsverket) in due time. When the name change actually

gets registered, a press release will be issued. This is expected to happen

sometimes after Christmas or in early January 2016. In the same context the

share capital limits were also increased so that the new limits are a minimum of

400 million outstanding shares and the maximum limits are 1,600 million shares.

Next, a new mandate for the Board of Directors to issue shares or other

financial instruments was approved. The new mandate encompasses the possibility

to issue up to 280 million new shares with or without observing the existing

shareholders' preferential rights. This mandate entails a maximum dilution of

30% calculated in relation to the new number of outstanding shares post the

November 2015 issues. This new mandate replaces the old mandate approved at the

June 2015 Annual General Meeting of shareholders.

At the EGM held on November 17, 2015 the shareholders decided to implement an

Employee Stock Option Program. In the resolution taken in this regard the

conditions stipulated that the first tranche of options would be exercisable 12

months after the issue date. The Shareholders' Meeting authorized the Board of

Directors to, if so deemed fit, change said conditions so that the exercise date

of the first tranche options gets pushed forward to 24 months after the date of

issue. This change is in such case beneficial to the Company's existing

shareholders.

Lastly, a new Board of Directors got appointed. A proposal by the shareholder

Strata Marine & Offshore AS was published on December 21, 2015 via a press

release. The appointed Board Directors are the following:

Einar J. Greve (Chairman)

Gunnar Hvammen (Director)

Per Dalemo (Director)

Given the now larger company and therewith associated higher demands put on the

Board of Directors, new board member fees were proposed and endorsed. The new

fee level is 1,800,000 SEK on a yearly basis divided on 900,000 SEK for the

Chairman and 450,000 SEK for each of the two Directors. This remuneration level

applies for the remaining period until next Annual General Meeting in spring

2016. Einar J Greve owns 8,650,000 shares in NMG via his 100% owned company,

Cipriano AS and Gunnar Hvammen owns 36,000,000 shares, also via private

companies.

All approvals were granted with sufficient majority of votes. At the EGM

155,098, 042 shares were present directly or through proxies, corresponding to

28.9% of the Company's 536,614,360 total outstanding ordinary shares at the

record date, which was December 17, 2016. Another 60,000,000 ordinary shares

have been subscribed and paid for in the recent rights issue, and are expected

to get registered by the Swedish Companies Registry any day now.

For and on behalf of the Board of Directors of Nickel Mountain Group AB

Endre Rangnes

Chief Executive Officer

For information, please contact Endre Rangnes

Mail: [email protected]

Tel: + 46 8 402 28 00

Cell Phone: +47 48 22 11 11

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.

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