NIBE Industrier — AGM Information 2016

Apr 11, 2016

NIBE Industrier AB (publ) NOTICE OF ANNUAL GENERAL MEETING

In the event that the contents of the Swedish and English version of this notice should be found to diverge, the Swedish version shall prevail.

The shareholders of NIBE Industrier AB (publ) are hereby invited to attend the Annual General Meeting on Thursday 12 May 2016, at 5.00 p.m. at the company's premises, NIBE Marknadscenter in Markaryd.

From 2.30 p.m. the shareholders are welcome to visit NIBE Stove's product exhibition at Skulptörvägen 10 and NIBE Energy Systems' product exhibition at Marknadscenter in Markaryd, where the company's product news are presented.

Right of attendance

A shareholder has the right to attend the Annual General Meeting if the shareholder is both recorded in its own name in the share register kept on behalf of the company by Euroclear Sweden AB ("Euroclear") on Friday 6 May 2016, and has registered for attendance of the meeting to the company no later than on Friday 6 May 2016.

A shareholder, which has its shares registered in the name of a nominee, must – in addition to registration for attendance – temporarily re-register the shares in its own name at Euroclear. Such a registration shall be made no later than on Friday 6 May 2016. Request for such a registration must be submitted to the nominee in good time before Friday 6 May 2016 in order for the registration to be accomplished.

The Annual General Meeting will be held in Swedish.

Notification

Notification of attendance at the Annual General Meeting can be made in writing to the following address: NIBE Industrier AB, P.O.Box 14, 285 21 Markaryd, by phone +46 433/730 00, by e-mail info@nibe.se or by the homepage www.nibe.com.

When submitting notification of attendance please state name, personal identity number/corporate identity number, address and telephone number, number of shares and class of shares as well as number of advisors.

A shareholder which is represented by a representative, should forward a written and dated proxy together with the notification. The proxy may at the time of the meeting not be older than one year if a longer period of validity is not stated in the proxy, however not longer than five years from the date of issue of the proxy. For this purpose the company provides the shareholders with a proxy form on the company's home page www.nibe.com. The proxy form can also be ordered by phone or by e-mail as described above. A person representing a legal entity shall present a certificate of registration or a corresponding document of qualification showing person(s) authorized to sign for the legal entity. As a confirmation of the notification of attendance NIBE Industrier AB will send an admission card which shall be brought to the meeting and shown at the recording.

Proposed agenda

• 1. Opening of the meeting.
• 1. Election of chairman at the meeting.
• 1. Preparation and approval of a voting list.
• 1. Approval of the board of directors' proposed agenda.
• 1. Election of one or two persons to verify the minutes.
• 1. Examination if the meeting has been properly convened.
• 1. The managing director's statement.
• 1. Presentation of the annual report and the auditor's report, the group financial statement and the group auditor's report as well as the auditor's statement concerning the application of the guiding principles for remuneration to executive employees decided at the Annual General Meeting 2015.
• 1. Resolution in respect of
• a) adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet,
• b) allocation of the company's profit according to the adopted balance sheet and adoption of record day for dividend,
• c) discharge from liability of the board members and the managing director.
• 1. Determination of the number of board members and deputy board members to be elected by the meeting.
• 1. Determination of the number of auditors and deputy auditors or registered public accounting firms.
• 1. Determination of fees to the board of directors, board members and the auditors.
• 1. Election of board members, chairman of the board and deputy board members, if any.
• 1. Election of auditors and deputy auditors, if any, or registered public accounting firms.
• 1. Resolution in respect of the board of directors' proposal to change the articles of association due to split of shares.
• 1. Resolution in respect of the board of directors' proposal to authorize the board of directors to decide on issue of new shares in connection with acquisitions of companies/business.
• 1. Resolution in respect of guiding principles for remuneration and other terms of employment for executive employees.
• 1. Other matters to be dealt with at the meeting pursuant to the Swedish Companies Act (2005:551) or the articles of association.
• 1. Closing of the meeting.

Registration to attend the Annual General Meeting of NIBE Industrier AB

_________	______________
Name of shareholder	Personal identity number/corporate identity number
_________	______________
Postal address	Telephone
_________	______________
Post code	City
_________	______________
Name of advisor (if any)	Number of registered shares of class A
_________	______________
Name of proxy (if any)	Number of registered shares of class B

Proposed decisions

Shareholders, which together represent more than 50% of the number of votes for all shares in the company, have notified the company that they support the proposals under items 2, 10, 11, 12, 13, 14, 15, 16 and 17.

2 Proposal for election of chairman at the Annual General Meeting

It is proposed that Hans Linnarson shall be chairman at the Annual General Meeting.

9 Dividend

The board of directors and the managing director propose to the Annual General Meeting to distribute to the shareholders 3.35 SEK per share for the financial year 2015. Monday 16 May 2016 is proposed as record day for the dividend. If the Annual General Meeting decides in accordance with the proposal, it is estimated that the dividend will be distributed by Euroclear on Thursday 19 May 2016.

10 Proposal for number of board members and deputy board members

It is proposed that the number of board members shall be six, without deputies.

11 Proposal for number of auditors and deputy auditors or registered public accounting firms

It is proposed that a registered public accounting firm is appointed.

12 Proposal for fees to the board members and the auditors

It is proposed that fees to the board of directors shall be paid with a total amount of 1,650,000 SEK, of which 550,000 SEK to the chairman of the board and 275,000 SEK to each one of the other board members elected by the general meeting, who are not employed in the group. It is proposed that fees to the auditors shall be paid in accordance with approved invoices.

13 Proposal for election of board members and chairman of the board

It is proposed that the following board members are re-elected as board members: Georg Brunstam, Eva-Lotta Kraft, Gerteric Lindquist, Hans Linnarson, Anders Pålsson and Helene Richmond. It is proposed that Hans Linnarson is re-elected as chairman of the board.

14 Proposal for election of auditors and deputy auditors, if any, or registered public accounting firms

For the period up to the end of the Annual General Meeting 2017 it is proposed that KPMG AB is elected as registered public accounting firm. KPMG AB has announced that if the Annual General Meeting is voting in accordance with the proposal, KPMG AB will appoint authorized public accountant Dan Kjellqvist as auditor in charge.

15 The board of directors' proposal to change the articles of association due to split of shares

The board of directors proposes that the share's quota value is reduced from 62.5 öre to 15.625 öre by split of shares at the same time as the number of shares in the company will be four times more. Record day for the split of shares is calculated to 30 May 2016.

The board of directors' proposal means that § 5 of the company's articles of association will have the following wording.

§ 5 Number of shares

The number of shares shall amount to no less than two hundred fifty six million (256,000,000) and no more than five hundred twelve million (512,000,000).

For a valid decision of the meeting in accordance with the board of directors' proposal as above it is required that the decision is seconded by shareholders representing at least two thirds of the casted votes as well as of the shares represented at the meeting. .

16 The board of directors' proposal to authorize the board of directors to decide on an issue of new shares in connection with acquisitions of companies/business

The board of directors of NIBE Industrier AB (publ) proposes that the Annual General Meeting decides to authorize the board of directors to decide, on one or several occasions during the time up to the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, on issue of new shares of class B in the company. The authorization shall also include right to decide on issue of shares with provision stating payment with non-cash consideration, that shares may be subscribed for with right of set-off or otherwise with conditions referred to in Chapter 13 § 5 first paragraph 6 of the Swedish Companies Act. Share issue may only be decided if it concerns financing of acquisition of companies, part of a company or businesses. The authorization does not include a right for the board of directors to decide on cash issues with deviation from the shareholders' preferential right. The authorization shall be limited to a total issue of shares corresponding to a maximum of 10% of the total number of outstanding shares immediately after the board of directors' proposal to the Annual General Meeting regarding split of shares has been effected.

Further, the board of directors proposes that the Annual General Meeting decides that the managing director, or anyone authorized by the managing director, shall have the right to make such minor adjustments of the meeting's decision that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear respectively or due to other formal demands.

For a valid decision of the meeting in accordance with the board of directors' proposal as above it is required that the decision is seconded by shareholders representing at least two thirds of the casted votes as well as of the shares represented at the meeting.

17 The board of directors' proposal for guiding principles for remuneration and other terms of employment to executive employees

The board of directors proposes that the company shall offer remuneration on market terms and be competitive in order to attract and keep personnel.

It shall be possible to pay the remuneration as fixed salary, variable salary, pension or other benefits such as company car.

Fees to the board of directors shall not be paid to board members, who are employed in the group.

The term of notice on the part of the company for the managing director shall be six months. The managing director shall be entitled to severance payment corresponding to twelve monthly salaries. Other executive employees shall be paid salary during the term of notice, which varies between 6-12 months.

There shall be no special agreement stating that executive employees may terminate their employment before they have reached the official retirement age and until then receive a certain part of their salary.

All executive employees shall have retirement benefits corresponding to the defined benefit ITP-plan (supplementary pensions for salaried employees) (SW: ITP-planen), section 2, for salary parts up to 30 income base amounts (SW:inkomstbasbelopp). For salary parts exceeding 30 income base amounts a premium with a fixed percentage of 30% shall be paid, in accordance with the same principles as in the ITP-plan with fixed premium, section 1.

Executive employees shall as incentive be able to have a variable salary part which is paid if the goals that have been set up are met. The variable salary shall be limited to three monthly salaries. In addition thereto, an extra monthly salary may be paid as remuneration provided that the executive employee uses this extra remuneration and an additional monthly salary of his/ hers variable remuneration for acquisition of NIBE-shares. A condition for the extra remuneration is that the executive employee keeps the annually acquired NIBE-shares for at least three years. Normally, the executive employee's acquisition of NIBE-shares will be made once a year in February/March and then with application of the insider rules in force. The managing director shall not be included in any incentive programme.

The board of directors may deviate from the guidelines if there are particular grounds therefor in an individual case.

Miscellaneous

The annual report and the auditor's report, the board of directors' statement according to Chapter 18 § 4 of the Swedish Companies Act regarding proposal for dividend, the board of directors' complete proposal for decision concerning items 15, 16 and 17, the auditor's statement according to Chapter 8 § 54 of the Swedish Companies Act and other documents will be kept available for the shareholders at the company's premises in Markaryd and on the company's home page, www.nibe.com, as from 21 April 2016 and will be sent to shareholders requesting it and stating their address. The board of directors' statement according to Chapter 18 § 4 of the Swedish Companies Act regarding proposal for dividend can also be seen from the administration report in the annual report.

The shareholders are informed of their right to request information at the Annual General Meeting concerning conditions that may have an effect on the judgement of a matter on the agenda and conditions that may have an effect on the judgement of the company's financial position.

At the time of execution of this notice the total number of shares in the company amounts to 110,253,638, of which 12,935,256 shares of class A and 97,318,382 shares of class B. The total number of votes in the company amounts to 226,670,942.

Markaryd in April 2016 NIBE Industrier AB (publ) The Board

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NIBE AB

Svarspost

Kundnummer 290007100

285 20 MARKARYD