Axactor SE

AGM Information • Nov 25, 2015

Notice to attend an Extraordinary General Meeting of Nickel Mountain Group AB (publ)

Notice to attend an Extraordinary General Meeting of Nickel Mountain Group AB (publ)

The text in English is an unofficial translation of the Swedish original

wording. If there are differences between the English translation and the

Swedish original, the Swedish text will take precedence.

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

-8043, (the "Company"), will be held on Wednesday, December 23, 2015 at 11.00 pm

CET in the premises of the Company at the address Hovslagargatan 5B, bottom

floor 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 Thursday, December 17, 2015, and

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

Monday, December 21, 2015.

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

(publ), Extraordinary  General Meeting 2015, Hovslagargatan 5B, bottom floor, SE

-111 48 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 Thursday, December 17, 2015. 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 or by e-mail to

vote@dnb.no no later than 12.00 noon CET on Tuesday, December 15, 2015, 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 Thursday, December 17, 2015, 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 Monday, December 21, 2015.

Proposed agenda

1. Opening of the meeting

2. Election of chair of the meeting

3. Preparation and approval of voting list

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. Resolution on change of the Company's name and amendments to the Articles of

Association

8. Resolution on authorization to issue shares and certain other financial

instruments

9. Approval of change to the already approved Employee Stock Option Program

10. Appointment of new Board of Directors and determination of remuneration to

the Board Directors

11. Closing of the meeting

The proposals by the Board of Directors:

Resolution on change of the Company's name and amendments to the Articles of

Association (item 7)

Nickel Mountain Group has in November 2015 changed the business profile from

being mainly a mineral exploration company to becoming a debt collection company

with focus on Europe. In such way the name Nickel Mountain Group is no longer

suitable. The Board of Directors has evaluated various potential names and now

proposes a name which has already been approved by the Swedish Companies'

Registrar (Bolagsverket). The proposed name is Axactor AB. The Board of

Directors asks the Shareholders' Meeting to approve the new name and the

associated change of the Articles of Association.

In view of the proposed agenda item 8, the Board proposes to the Shareholders'

Meeting to change the limits of the share capital and of the number of shares

stipulated in the Articles of Association. The limits of the share capital are

proposed to be a minimum of SEK 200 million and a maximum of SEK 800 million.

This implies that the minimum number of shares outstanding shall be 400 million

and the maximum amount of shares outstanding shall be 1,600 million.

Resolution on authorization to issue shares and certain other financial

instruments (item 8)

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 2016, resolve on issues of shares, warrants and/or convertible

instruments, mainly in accordance with the following.

Issues may be carried out with or without considering the shareholders'

preferential rights.

The total number of shares which can be issued through resolutions under the

authorization  shall not exceed 280,000,000 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 30 percent of the

number of shares and votes in the Company after completion of the  issues

approved at the Extraordinary General Meeting on November 17, 2015.

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.

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 by way of opportunities that may arise. This authorization

replaces the authorization approved at the Annual General Meeting on June 3,

Resolution on change to the conditions of the Employee Stock Option Program

(item 9)

At the Extraordinary General Meeting 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 Board now proposes to the EGM

on December 23, 2015 to change said conditions so that the Board of Directors

gets an authorization to push forward the exercise date of the first tranche

options to 24 months after the date of issue.

Appointment of new Board of Directors and determination of remuneration to the

Board Directors (item 10)

In view of the Company's new business direction and the increased financial

resources, it has been deemed both suitable and necessary to change the

composition of the Board of Directors. The previous Nomination Committee of the

Company resigned at the Annual General Meeting on June 3, 2015. It has not yet

been replaced by a new committee. The process to appoint such new Nomination

Committee is however ongoing.  The ambition is that a proposal for a new Board

of Directors and for remuneration to the Directors shall be published as soon as

practically possible, latest in connection with the Extraordinary General

Meeting.

Documents

The Board's complete proposals to items 7 - 9 will be available at office of the

Company and on the Company's website www.nickelmountain.se. Copies of the

proposals as well as other required documents will be sent free of charge to

those shareholders who so request and state their postal address.

Shareholders' right to request information

Shareholders are reminded of their right to obtain information from the Board of

Directors and from the Managing Director in accordance with Swedish Companies'

Act § 7:32.

Shares and votes

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

Company is 90,809,360, however a registration matter of 400 million new shares

has been submitted to the Swedish Companies' Registrar.

____________________________

Stockholm, November 2015

Nickel Mountain Group AB (publ)

The Board of Directors