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2014-04-15

Nexam Chemical: Notice of Nexam's Annual General Meeting 2014

The shareholders of Nexam Chemical Holding AB (publ) ("Nexam") are
hereby given notice to attend the Annual General Meeting of
Shareholders ("AGM") on Wednesday, May 14, 2014 at 3.00 p.m. at Elite
Hotel Ideon, Scheelevägen 27 in Lund.

Notification
A complete notice follows below and is also available at Nexam's
website www.nexam.se (http://www.nexam.se/agm2014). Complete notice
will also be inserted in Post- och Inrikes Tidningar on 16 April
2014. The fact that notice to attend a shareholders' meeting has been
published will be announced on the same day in the Swedish newspaper
Svenska Dagbladet. The notice is also available at Nexam's head
office and is sent free of charge upon shareholder's request.

Notice to attend
Shareholders wishing to attend the AGM must, first, be listed in the
share register kept by Euroclear Sweden AB on Thursday May 8, 2014
and secondly, on Thursday May 8, 2014, they must have informed Nexam
of their attendance and number of assistances, if any, by email to
till Ann-Gerd Salmonson, ann-gerd.salmonson@nexam.se. Such
notification can also be given by telephone +46 76-108 18 00, or mail
to Nexam Chemical Holding AB (publ), Bolagsstämma, Medicon Village,
Scheelevägen 2, 223 81 Lund, Sweden.

Notification ought to include the shareholder's name, address,
telephone number, personal or corporate identity number, registered
shareholding and information on number of assistances, if any.
Notification and particulars of any proxy and assistances will be
registered with Nexam to provide the basis for the voting list.
Shareholders represented by proxy must issue a signed and dated power
of attorney for the proxy. If the power of attorney is issued by a
legal entity, a certified copy of registration certificate or
equivalent document for the legal entity shall be presented. Any
powers of attorney shall be in writing and submitted no later than at
the AGM, but preferably by sending a copy thereof before that. The
validity period of any power of attorney may be no longer than five
years if set out specifically. If no validity period is specified,
the power of attorney is valid for no more than one year. Forms for
power of attorney can be found at the company's website www.nexam.se
and at the head office in Lund, (Medicon Village, Scheelevägen 2) and
will be sent to shareholders who so request and state their address.

Shareholders who have their holdings nominee-registered must
temporarily register the shares in their own name to be entitled to
participate in the AGM. Such temporary re-registration of ownership
must be implemented no later than Thursday May 8, 2014. Accordingly,
shareholders must inform their nominees or banks well in advance of
that date of their wish to obtain temporary owner registration (so
called voting-rights registration).

Accounting documents and complete proposals
Accounting documents and complete proposals according to item 13-16
are available at the company's head office in Lund and at the
company's website www.nexam.se no later than Wednesday April 23,
2014. Copies of the documents will upon request be sent to
shareholders who state their address. Copies of the documents will
also be available at the AGM.

Duty of disclosure at the AGM
Shareholders are reminded of their right to request that the board and
the CEO provide information pursuant to chapter 7, section 32 of the
Swedish Companies Act.

Agenda

1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Consideration of whether the meeting has been duly convened
7. Address by the CEO
8. Presentation of the Annual Report and Audit Report for 2013 and
the Consolidated Annual Report and Consolidated Audit Report for 2013

9. Resolution on
a) adoption on the profit and loss statement and balance sheet, as
well as the consolidated profit and loss statement and consolidated
balance sheet

b) distribution of the company's results
c) discharge from liability for the Board members and CEO
10. Determination of the number of Board members as well as the
auditor and deputy auditor

11. Determination of remuneration for the Board members and auditors
12. Election of Board members as well as the auditor and deputy
auditor

13. Instruction for the Nomination Committee
14. Adoption of Remuneration Policy
15. Resolution on proposal for issuance of warrants and approval of
transfer of warrants

16. Authorization for issuing new shares
17. Closing of the meeting
Proposed resolutions
Item 2
The Nomination Committee proposes that the Chairman of the Board,
Lennart Holm, is appointed Chairman of the meeting.

Item 9b
The Board proposes that no dividends are paid and that unappropriated
earnings of SEK 243,112,000 are carried forward to a new account.

Item 10
The Nomination Committee proposes that four ordinary Board members
without deputies are elected. The members are to be appointed until
the next AGM. Further, the Nomination Committee proposes that a
registered public accounting firm is appointed as auditor. The
Nomination Committee proposes that the registered public accounting
firm is elected until the next AGM.

Item 11
The Nomination Committee proposes that the remuneration paid to the
Board is SEK 300,000, of which SEK 150,000 is remuneration to the
Chairman and SEK 75,000 is remuneration to every other Board member
who is not employed by the company.

It is proposed that the remuneration for the auditor should be paid
according to customary norms and approved invoice.

Item 12
The Nomination Committee proposes re-election of Lennart Holm, Michael
Karlsson and Daniel Röme as ordinary board members. Further, the
Nomination Committee proposes new election of Cecilia Jinert
Johansson as ordinary board member. The Nomination Committee proposes
re-election of Lennart Holm as Chairman of the Board. Per Palmqvist
Morin has declined re-election.

Information on the Board members proposed for re-election may be found
in the Annual Report and at www.nexam.se.

Cecilia Jinert Johansson, born 1963, was until March 2014 head of
production and head of EHSQ at Lantmännen division Lantbruk and has
former i.e worked as Senior Vice President Operations at Ruukki
Construction, in SVP Supply Chain Management for Rautaruukki Oyj and
as Vice President Operations at Crawford Group.

The Nomination Committee further proposes that Öhrlings
PricewaterhouseCoopers AB is re-elected as accounting firm until the
next AGM.

Item 13
Appointment of the Nomination Committee will take place before coming
elections and payment of remuneration. It is proposed that the
Nomination Committee should consist of three members, representing
the two largest shareholders at the end of September together with
the Chairman of the Board. Remuneration will not be paid to the
members of the Nomination Committee. It is further proposed that
instruction and charter for the Nomination Committee is adopted.

Item 14
The Board proposes that the AGM resolves to adopt guidelines regarding
remuneration for the CEO and other senior executives in Nexam. The
remuneration for the CEO and other senior executives may be fixed
salary, pension, other benefits and share-based incentive programs.
The guidelines means i.e that the CEO and other senior executives
will be offered a fixed salary that is marketable. The remuneration
of the CEO and other senior executives is based on factors such as
work tasks, expertise, experience, position and performance. The CEO
and other senior executives are entitled to annual pension
contributions equivalent to 12 percent of the pensionable salary. A
mutual notice period of six months for Nexam, the CEO and other
senior executives and severance pay, in addition to salary, during
the notice period may be up to a maximum of nine months' salary for
the CEO and a maximum of 6 months for other senior executives.

Item 15
The Board proposes that the AGM resolves to implement an incentive
program with warrants for senior executives and key persons in the
company in accordance with the following:

· A maximum of 1,083,849 warrants shall be issued.
· With deviation from the shareholders' preferential rights, the
warrants may only be subscribed for by Nexam's wholly owned
subsidiary Nexam Chemical AB. Over subscription cannot occur.

· Subscription shall be made at the latest on 31 October 2014,
provided that the Board shall be entitled to prolong the subscription
period.

· The warrants shall be issued without consideration. The reason for
issuing the warrants without consideration is that the warrants shall
be utilized for implementation of Incentive Program 2014/2017.

· Nexam Chemical AB shall have the right to, at one or several
occasions, transfer warrants to senior executives and key persons in
the Nexam group and to otherwise handle the warrants to fulfil the
obligations under Incentive Program 2014/2017. Transfers to
participants in Incentive Program 2014/2017 shall be made against
cash consideration corresponding to the market value of the warrants
calculated in accordance with the "Black Scholes" formula and
accepted assumptions regarding among others volatility and risk free
interest, which assumptions shall be based on measurements during the
period 1 September 2014 - 12 September 2014 (the "Measurement
Period").

· Each warrant confers right to subscribe for one new share in Nexam
against cash payment at a subscription price corresponding to 150 per
cent of the volume weighted average last closing price for Nexam's
share on Nasdaq OMX First North during the Measurement Period. The
subscription price shall be rounded off to the nearest whole 10 öre,
where 5 öre shall be rounded upwards. The subscription price and the
number of shares that each warrant confers right to subscribe for
shall be subject to customary recalculation formulas in connection
with i.a. split, consolidation and rights issues.

· The subscription right may be utilized during the period from and
including 25 September 2017 to and including 9 October 2017.

· The shares issued upon utilization of a warrant shall confer right
to dividends as from the first AGM occurring after effectuation of
the subscription.

· The Board shall be entitled to resolve on transfer of warrants to
senior executives and key persons in the Nexam group in accordance
with the following guidelines:

a) Key executives at maximum 160,000 warrants per individual
(apprx. 5)
b) Key persons at maximum 40,000 warrants per individual
(apprx. 12)
· Key executive who is also a member...

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