Press release: Report from Annual General Meeting in Nexam Chemical.


Today, on May 12, 2015, Nexam Chemical Holding AB (publ) held its Annual General
Meeting. At the AGM, 9 656 001 shares were represented, approximately 18,7 % 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 2014.

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 450,000 of which SEK 150,000 is remuneration to the Chairman and SEK
100,000 is remuneration to every other Board member who is not employed by the
company.

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 and Daniel Röme were re-elected Board
members. Per-Ewe Wendel was new elected Board member. Lennart Holm was re
-elected as Chairman of the Board.

Auditor

The AGM resolved to elect Mazars SET Revisionsbyrå AB as the Company’s new
auditor until the next AGM.

Instruction for the Nomination Committee

The AGM resolved that the work for the Nomination Committee for the AGM 2016
should be conducted in accordance with the proposal, see item 12 in the notice
to the AGM published on 13 April 2015. Basically, the guidelines imply that the
nomination committee should consist of one member of each of the three largest
shareholders based on the shareholder statistics from Euroclear Sweden AB as of
June 30 2015. 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.

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 2015.
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 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 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.

Resolution on issuance of warrants and approval of transfer of warrants

The AGM resolved for an incentive program in accordance with the proposal, see
item 14 in the notice to the AGM published on 13 April 2015. The incentive
program covers the issuance of a maximum of 646,000 warrants offered to senior
executives and key persons in the Nexam Chemical Group at market value. Each
warrant entitles the holder to subscribe for one new share in Nexam Chemical
against cash payment at a subscription price corresponding to 150 percent of the
volume weighted average last closing price for Nexam Chemical’s share on Nasdaq
First North during the 13 May – 26 May 2015. The warrant may be exercised during
the period from 13 September - 17 September 2018. 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 12,944,000 shares. The dilution may, upon full exercise of
the authorization, amount to a maximum of approximately twenty (20) 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 2015. 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 is a Swedish company with a world-leading technology within the
area 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.nexamchemical.com. The company’s Certified Adviser is Remium Nordic
AB.

Attachments

05122451.pdf