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2016-10-12

Nexam Chemical: Nexam Chemical Holding AB intends to acquire warrants issued under incentive programs in its subsidiary

Nexam Chemical Holding AB intends to acquire the outstanding warrants
in the subsidiary Nexam Chemical AB from ten warranty holders,
consisting of employees and former employees, for a total value of
SEK 4.7 million. Fully exercised, the warrants correspond to
1,328,625 shares in Nexam Chemical Holding AB. None of these warrants
are held by the Board, CEO or the founders of the company.

Nexam Chemical Holding AB has for some time negotiated and finally
entered into an agreement with all ten warrant holders to acquire
their warrants in the subsidiary Nexam Chemical AB. The agreement is
conditional upon that an Extraordinary General Meeting ("EGM")
approves the agreements by simple majority. The notice to the EGM
will be press released separately.

Background

The subsidiary Nexam Chemical AB has three ongoing incentive programs
subscribed for by employees during the years 2009 and 2012, i.e.
before the current parent company Nexam Chemical Holding AB was
formed and listed on Nasdaq First North Stockholm. The duration
periods of the incentive programs are 2009/2016, 2010/2017 and
2012/2018. The warrants entitle the warrant holders to subscribe for
shares in the subsidiary Nexam Chemical AB during a three month
exercise period in each respective year.

To avoid future minority shareholders in the subsidiary, an agreement
was entered into with all warrant holders in connection with the
listing of Nexam Chemical Holding AB in the spring of 2013. In short,
the agreement implicates that each share the warrant holders
subscribe for in the subsidiary shall be exchanged for 182.5034 newly
issued shares in Nexam Chemical Holding AB through an issue in kind.
For more information, see the company website
(http://www.nexamchemical.com/Investors/Corporate-Governance/Incentive-pr...)
or the annual reports
(http://www.nexamchemical.com/Investors/financial-reports/Annual-and-Inte...).

Extraordinary General Meeting required

In order to go through with an issue in kind, an EGM needs to be held
each time a warrant holder subscribes for shares in the subsidiary.
The EGM needs to approve each issue in kind with a nine-tenth
majority requirement. Fully exercised warrants, followed by the
required approvals from the EGMs would result in a dilution of
approximately 2 percent.

A consequence of the agreement is that several EGMs need to be held
the coming three years. Unless the required majority of nine-tenths
approves each of these issues in kind, the subsidiary Nexam Chemical
AB will have a number of minority shareholders, which shareholders
are entitled to have their minority shareholding redeemed. If an
agreement on such redemption is not reached, the request of
redemption will be settled in accordance with the provisions on
compulsory redemption in the Swedish Companies Act (2005:551).

The Board's proposal to the Extraordinary General Meeting

In order to avoid multiple future EGMs and uncertainties regarding
future minority shareholders and processes related to compulsory
acquisition, Nexam Chemical Holding AB has entered into agreements
with all ten warrant holders regarding an acquisition of their
warrants. The purchase price to be paid per warrant is shown in the
chart below. The agreed purchase price has been calculated from the
assessment of market values which, inter alia, have included
analyses, warrant value estimates and value estimates related to each
warrant series. The weighted average share price on Nexam Chemical
Holding AB's share, during the last three months, is approximately
10.63 SEK.

Six of the warrant holders remain employed by the Nexam Chemical
Group. Whereas some of the warrant holders are employed by the Nexam
Chemical Group, the Board has made the assessment that Nexam Chemical
Holding AB's acquisition of warrants constitutes such transactions
that, in accordance with the statement from the Swedish Securities
Council in AMN 2012:05, requires approval from an EGM in Nexam
Chemical Holding AB. The agreements are therefore subject to the
approval from the EGM.

The Board has obtained a so-called "Fairness opinion" from Öhrlings
PriceWaterhouseCoopers AB which supports that the agreed terms and
conditions for Nexam Chemical Holding AB's acquisition of the
warrants are reasonable for Nexam Chemical Holding AB's shareholders
from a financial point of view.

In the light of the above, the Board proposes that the EGM on 28
October, 2016, resolves to approve Nexam Chemical Holding AB's
acquisition of the warrants.

Notice to the EGM will be press released separately. Prior to the EGM,
the Board's statement in accordance with AMN 2012:05, which also
include the board's complete proposal for resolution and the fairness
opinion from Öhrlings PriceWaterhouseCoopers AB, will be made
available for the shareholders in the manner stated in the notice to
the EGM.

Information regarding the incentive programs

[image]

Note: This press release has been translated from Swedish. The Swedish
text shall govern for all purposes and prevail in case of any
discrepancy with the English version.

For further information please contact:

Lennart Holm, Chairman of the Board, +46-706 30 85 62,
lennart.holm@nexamchemical.com

This information is information that Nexam Chemical Holding AB is
obliged to make public pursuant to the EU Market Abuse Regulation.
The information was submitted for publication, through the agency of
the contact person set out above, at 13:30 CET on October 12, 2016.

____________________________________________________________________________

About Nexam Chemical

Nexam Chemical develops technology and products that make it possible
to significantly improve the production process and properties of
most types of plastics in a cost-effective manner and with retained
production technology. The improved properties include strength,
toughness, temperature and chemical resistance as well as service
life. The improvements in properties that can be achieved by using
Nexam Chemical's technology make it possible to replace metals and
other heavier or more expensive materials with plastics in a number
of applications. In applications where plastic is already used, Nexam
Chemicals products can improve the manufacturing process, reducing
material use and enable more environmental friendly alternatives.
Example of commercial applications: pipe manufacturing, foam
production and high-performance plastics. More information about the
business will be found on www.nexamchemical.com
(http://file///\\TELLUS\styrelsen\A.%20Pressmeddelanden%20och%20nyheter\Pressmeddelanden\Eng\www.nexamchemical.com).
The company's Certified Adviser is FNCA Sweden AB.

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http://news.cision.com/nexam-chemical/r/nexam-chemical-holding-ab-intend...
http://mb.cision.com/Main/6364/2099499/573788.pdf

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