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2016-05-16

Nexam Chemical: Report from Annual General Meeting in Nexam Chemical Holding (publ)

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

On Friday, May 13th, 2016, the Annual General Meeting were held in
Nexam Chemical Holding AB (publ). At the AGM, 14,286,535 shares were
represented, approximately 22.1 % of all shares. A summary of the
resolutions follows. All resolutions were passed with the required
majority.

Adoption and appropriation of profits

The AGM resolved to adopt the presented Income Statement and Balance
Sheet, and the Consolidated Income Statement and Consolidated Balance
Sheet. The Meeting also resolved to appropriate the Company's profit
or loss in accordance with the Board of Directors' proposal in the
Annual Accounts. Additionally, the Meeting resolved that no dividend
is paid for the financial year 2015.

Discharge from liability

The AGM resolved to discharge the Board members and Chief Executive
Officer from liability.

Remuneration

The AGM resolved that the remuneration of the Board of Directors shall
be in total SEK 550,000 of which SEK 175,000 is remuneration to the
Chairman and SEK 125,000 is remuneration to every other Board member.

The Meeting also resolved that, as in the previous year, auditors'
fees are payable in accordance with approved account, on the
customary debiting terms.

The Board

Lennart Holm, Cecilia Jinert Johansson, Daniel Röme and Per-Ewe Wendel
were re-elected as Board members. Lennart Holm was re-elected as
Chairman of the Board.

Auditor

The AGM resolved to re-elect Mazars SET Revisionsbyrå AB as the
Company's auditor until the next AGM.

Instruction for the Nomination Committee

The AGM resolved that the work for the Nomination Committee for the
AGM 2017 should be conducted in accordance with the proposal, see
item 12 in the notice to the AGM published on 13 April 2016. The
Nomination Committee should consist of three members, representing
the three largest shareholders at the end of June 30 2016. The Chair
of the Nomination Committee shall be the member appointed by the
largest shareholder in terms of the number of votes, unless the
members agree differently. Remuneration will not be paid to the
members of the Nomination Committee.

Information on the members of the Nomination Committee and the
shareholders they represent should be published in press releases no
later than six months prior to the following AGM.

Remuneration policy

The AGM resolved on remuneration policy for senior executives in
accordance with the proposal, see item 13 in the notice to the AGM
published on 13 April 2016. The remuneration for the CEO and other
senior executives may be fixed salary, variable remuneration,
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 on market terms. The remuneration
of the CEO and other senior executives is based on factors such as
work tasks, expertise, experience, position and performance. The
variable remuneration is conditional in relation to variable
remuneration targets and shall for the CEO not exceed 100 per cent of
fixed salary and 50 per cent of fixed salary for other senior
executives. The variable remuneration for 2016 can amount to - if all
targets are met in full - at the highest approximately SEK 5.0
million (including social charges). The guidelines shall be applied
to new agreements, or changes in existing agreements reached with
senior executives after the guidelines have been adopted, and until
new or revised guidelines are determined.

Amendment in the articles of association

The meeting resolved that the articles of association should be
amended in accordance with the proposal, see item 14 in in the notice
to the AGM published on 13 April 2016. In § 8 Notice of shareholders
meeting, the change is an adaptation to the Companies Act regarding
the date of issue the notice of the AGM. The amendment to § 9
Business at the AGM, concerns a minor adjustment in p.8 and p.10. It
was noted that the resolution was taken unanimously by the AGM.

Authorization for the Board of Directors to decide on the new issue of
shares

The Meeting resolved to authorize the Board of Directors to decide on
a new issue of shares, with or without waiving the preferential
rights of shareholders on one or more occasions in the period until
the next Annual General Meeting. 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 7,190,000 shares. The dilution may, upon full exercise of
the authorization, amount to a maximum of approximately ten (10) per
cent. 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 deviation from the shareholders' preferential
rights, the issue price shall be on market terms. The resolution was
made in accordance with the proposal, see item 15 in the notice to
the AGM published 13 April 2016. It was noted that the resolution was
taken unanimously by the AGM.

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

Anders Spetz, CEO, +46-703 47 97 00, anders.spetz@nexamchemical.com

___________________________________________________________________________

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 Remium Nordic AB.

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http://news.cision.com/nexam-chemical/r/report-from-annual-general-meeti...
http://mb.cision.com/Main/6364/2009722/516091.pdf

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