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2014-05-14

Nexam Chemical: Press release from Annual General Meeting on 14 May 2014, in Nexam Chemical Holding AB (publ)

At the Annual General Meeting on 14 May 2014 in Nexam Chemical Holding
AB (publ) ("Nexam") it was resolved;

- to adopt the profit and loss statement and balance sheet, consolidated profit and loss statement and consolidated balance sheet,
- not to distribute any dividend for the financial year 2013 and that unappropriated earnings of SEK 243,112,000 are carried forward to a new account,
- that remuneration to the Board of Directors and its Committees will be paid with in total SEK 300,000,
- the auditor's fee was resolved to be paid in accordance with customary standards and approved invoice,
- to re-elect the Board members Lennart Holm (Chairman), Michael Karlsson and Daniel Röme,
- to elect Cecilia Jinert Johansson as new ordinary Board member,
- to re-elect Öhrlings PricewaterhouseCoopers AB as accounting firm for the period until the end of the next AGM,
- to adopt instructions and rules of procedure for the next Nomination Committee,
- to adopt a Remuneration Policy for senior executives,
- to resolve upon directed issuance of warrants and approval of transfer of warrants, and
- to authorize the Board of Directors to resolve on issuing of new shares.

The members of the Board of Directors and the CEO were discharged from
liability for the financial year.

According to the Nomination Committee's proposal four ordinary Board
members were elected: Lennart Holm, Cecilia Jinert Johansson, Michael
Karlsson and Daniel Röme. Lennart Holm was re-elected as Chairman of
the Board.

The remuneration for members of the Board of Directors shall be in
total 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 was further resolved that a Nomination Committee shall be appointed
before coming elections and remunerations. It shall be made up of
three members who shall be appointed by the two largest shareholders
as at the end of September as well as of the Chairman of the Board.
Furthermore, an instruction and charter for the coming Nomination
Committee was adopted.

In addition, the Annual General Meeting resolved on a remuneration
policy for senior executive, entailing 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 shall be
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 applies 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.

The Annual General Meeting resolved in accordance with the Board of
Director's proposal to implement an incentive program with at the
maximum 1,083,849 warrants to be offered to senior executives and key
persons in the Nexam group against a market-based consideration. 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 period 1 September 2014 - 12
September 2014. Senior executives, who are also members of the Board
of Director's, shall not be entitled to participate in the incentive
program.

The Annual General Meeting authorized the Board of Director's, on one
or several occasions until the next Annual General Meeting, with or
without deviation from the shareholders' preferential rights, to
resolve on new issues of shares. Issues may be made with or without
the provisions regarding contribution in kind, set-off or other
conditions. The number of shares that may be issued may not exceed a
total of 5,753,333 shares (provided that such number of shares may be
issued without amendment of the Articles of Association). The purpose
of the authorization is to enable to raise working capital, to enable
to execute and finance acquisitions and to enable new issues to
industrial partners within the framework of partnerships and
alliances. To the extent the authorization is used for new issues
with cash payment with deviation from the shareholders' preferential
rights, the issue price shall be on market terms.

All resolutions by the Annual General Meeting were passed with
required majority.

Lund on 14 May, 2014
Nexam Chemical Holding AB

For more information, please contact:
Lennart Holm, Chairman of the Board: +46 (0)706 30 8562
Per Palmqvist Morin, CEO, +46 (0)706 55 55 82

About Nexam:
Nexam is a Swedish company with a world-leading technology within its
area for heat-activated crosslinking of plastics and polymers. The
company develops, manufactures and markets unique heat-activated
crosslinkers to the plastics market. A company description and more
information about the business will be found on www.nexam.se. The
company's Certified Adviser is Remium Nordic AB.

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http://news.cision.com/nexam-chemical/r/press-release-from-annual-genera...
http://mb.cision.com/Main/6364/9585428/244914.pdf

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