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2020-05-05

Jetpak Top Holding AB: Notice of Annual General Meeting in Jetpak Top Holding AB (publ)

The shareholders of Jetpak Top Holding AB (publ), reg. no.
559081-5337, (the "Company"), are hereby convened to the annual
general meeting to be held on Thursday 4 June 2020, at 14:00 at Baker
McKenzie's premises at Vasagatan 7 in Stockholm.

Information with respect to the coronavirus

Due to the development of the coronavirus the goal is that the annual
general meeting shall be swift and effective to minimize spread of
disease. Shareholders should carefully consider the possibility to
vote in advance, please see below, as well as the possibility of
participating by way of proxy. Shareholders who display symptoms of
infection (dry cough, fever, respiratory distress, sore throat,
headache, muscle and joint ache), have been in contact with people
displaying symptoms, have visited a risk area, or belong to a risk
group, are in particular encouraged to utilize such possibility. The
board of directors of the Company has resolved on the following
measures to minimize the risk of the spread of the coronavirus at the
annual general meeting:

· Possibility to vote in advance.
· Registration for the annual general meeting will commence at
13.45.

· External guests will not be invited.
· No food or refreshments will be served.
· The presentations by the chairman of the board, the CEO, and
member of the nomination committee respectively, will be shortened.

The Company follows the development and the recommendations of the
authorities and will, if necessary, update the information about the
annual general meeting on the Company's website, www.jetpakgroup.com.

Right to attend the annual general meeting and notice

Shareholders wishing to attend the annual general meeting must:

i. on the record date, which is Friday 29 May 2020, be registered in
the share register maintained by Euroclear Sweden AB. Shareholders,
whose shares are registered in the name of a nominee, must
temporarily register the shares in their own name at Euroclear Sweden
AB. Shareholders whose shares are registered in the name of a nominee
must, no later than on Friday 29 May 2020, via their nominee,
temporarily register the shares in their own name in order to be
entitled to participate at the general meeting; and

ii. notify the participation at the general meeting no later than on
Friday 29 May 2020. Notice of participation at the general meeting
shall be sent by regular mail to AGM 2020, Jetpak Top Holding AB
(publ), Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180,
101 23 Stockholm or by e-mail to ian.gulam@bakermckenzie.com. Upon
notification, the shareholder should state their full name, personal
identification number or corporate registration number, address and
telephone number, and, where applicable, details of representatives,
proxy holders and advisors. A shareholder who wishes to be
represented by proxy shall issue a written and dated proxy to the
proxy holder. If the proxy is issued by a legal entity, a certified
copy of the registration certificate or corresponding document
("Registration Certificate") shall be enclosed. The proxy must not be
more than one year old, however, the proxy may be older if it is
stated that it is valid for a longer term, maximum five years. The
proxy in original and the Registration Certificate, if any, must be
available at the general meeting and a copy should well before the
meeting be sent to the Company by regular mail to AGM 2020, Jetpak
Top Holding AB (publ), c/o Baker & McKenzie Advokatbyrå KB, Attn: Ian
Gulam, Box 180, 101 23 Stockholm, and should, in order to facilitate
the entrance to the general meeting, be at the Company's disposal no
later than on 29 May 2020. A form proxy will be available for
downloading on the Company's website, www.jetpakgroup.com.

Advance voting

The shareholders may exercise their voting rights at the general
meeting by voting in advance, so called postal voting in accordance
with section 3 of the Act (2020:198) on temporary exceptions to
facilitate the execution of general meetings in companies and other
associations. The Company encourages the shareholders to use this
opportunity in order to minimize the number of participants attending
the general meeting in person and thus reduce the spread of the
infection.

A special form shall be used for advance voting. The form is available
on www.jetpakgroup.com. A shareholder who is exercising its voting
right through advance voting do not need to notify the Company of its
attendance to the general meeting. The advance voting form is
considered as the notification of attendance to the general meeting.

The completed voting form must be at the Company's disposal no later
than on Friday 29 May 2020. The completed and signed form shall be
sent to the address stated under "Right to attend the annual general
meeting and notice" above. A completed form may also be submitted
electronically and is to be sent to ian.gulam@bakermckenzie.com. If
the shareholder is a legal entity, a certificate of incorporation or
a corresponding document shall be enclosed to the form. The same
apply for shareholders voting in advance by proxy. The shareholder
may not provide special instructions or conditions in the voting
form. If so, the vote is invalid.

Further instructions and conditions is included in the form for
advance voting.

Proposed agenda

1. Opening of the meeting and election of the chairman of the general
meeting

2. Preparation and approval of the voting register
3. Election of one or two persons to approve the minutes
4. Approval of the agenda for the meeting
5. Determination as to of whether the meeting has been duly convened
6. Presentation of the annual report and the auditor's report and the
consolidated annual report and auditor's report in respect thereof

7. Resolution
a. in respect of approval of the profit and loss statement and the
balance sheet and the consolidated profit and loss statement and
consolidated balance sheet,

b. in respect of allocation of the Company's net income according
to the adopted balance sheet; and

c. in respect of discharge from liability of the members of the
board of directors and the managing director.

8. Determination of remuneration to be paid to the members of the
board of directors and the auditors

9. Election of members of the board of directors auditors
10. Resolution regarding adoption of principles for the nomination
committee

11. Resolution regarding guidelines for remuneration to senior
executives

12. Resolution regarding authorization for the board to issue shares,
convertibles and/or warrants

13. Closing of the meeting
Proposals for resolutions:

Item 1: Opening of the meeting and election of the chairman of the
general meeting

The nomination committee proposes that Joakim Falkner, attorney at
law, Baker & McKenzie Advokatbyrå, is appointed as chairman of the
general meeting.

Item 7.b: Resolution regarding allocation of profit or loss in
accordance with the adopted balance sheet

The board of directors proposes that all funds available for the
annual general meeting shall be carried forward.

Item 8-9: Determination of remuneration to the board and to the
auditors and election of board members and auditors as well as
possible deputy auditors

The nomination committee proposes that the board shall consist of four
directors. The nomination committee further proposes that the number
of auditors shall be one registered audit firm.

The nomination committee proposes that the remuneration is to be SEK
1,595,000 in total, including remuneration for committee work (SEK
1,845,000 previous year), and shall be paid to the board of directors
and the members of the established committees in the following
amounts:

· SEK 250,000 (SEK 250,000) for each of the non-employed directors
and SEK 500,000 (SEK 500,000) to the chairman provided that the chair
is not an employee;

· SEK 40,000 (SEK 40,000) for each of the non-employed members of
the remuneration committee and SEK 80,000 (SEK 80,000) to the
chairman of the committee who is not also an employee; and

· SEK 75,000 (SEK 75,000) for each of the non-employed members of
the audit committee and SEK 150,000 (SEK 150,000) to the chairman of
the committee who is not also an employee.

The nomination committee proposes that the auditor shall be entitled
to a fee in accordance with approved invoice.

The nomination committee proposes the re-election of the current
directors John Dueholm, Shaun Heelan, Christian Høy and Lone Møller
Olsen. It is proposed to re-elect John Dueholm as chairman of the
board. The company also have to employee representatives in the
board, Bjarne Warmboe and Morten Werme, who are not appointed by the
general meeting.

The nomination committee further proposes the re-election of the
registered audit firm Deloitte AB as the company's auditor for a
period up until the end of the next annual general meeting. Deloitte
AB has announced that Alexandros Kouvatsos continues as main
responsible auditor.

Independence in accordance with the Swedish Corporate Governance Code

After an assessment of the proposed directors' independence, the
nomination committee has found that its proposal for the composition
of the board of directors of the company fulfills the requirements
stipulated in the Swedish Corporate Governance Code. With respect to
the proposed members of the board, Shaun Heelan may be considered
dependent in relation to the company's major shareholders. The other
proposed directors are considered independent of the company, the
management of the company and the company's major shareholders.

The nomination committee's complete proposal and motivated opinion as
well as further information regarding the directors proposed for
re-election is available at the company's website www.jetpakgroup.com
and will also be available in the coming annual report for 2019.

Item 10: Resolution regarding adoption of principles for the
nomination committee

The nomination committee proposes that the following principles for
the nomination committee are adopted. The principles are mainly the
same as last year.

Role of the nomination committee

The Company shall have a nomination committee with the task of
preparing and proposing decisions to the annual, and as applicable
extra, shareholders' meetings on electoral and remuneration issues
and, where applicable, procedural issues for the appointment of the
subsequent nomination...

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