Proposal from certain shareholders after consultation with the Nomination Committee to the Extraordinary General Meeting in Axactor AB to be held on 20 January 2017

On 23 December 2016, Axactor AB announced that upon request from certain shareholders (the "Requesting Shareholders"), an extraordinary general meeting is to be held on 20 January 2017, with the agenda to replace the current board of directors and nomination committee and to elect new a board of directors and to elect a new nomination committee.

The Requesting Shareholders and the Nomination Committee, which consists of Gunnar Hvammen (leader) and Magnus Tvenge, has since the announcement on 23 December 2016 of the Extraordinary General Meeting, held meetings and discussions regarding potential new members of the board bearing in mind that Axactor AB is going from a start-up company into a new phase, requiring a different structure and involvement from the board of directors.

The Requesting Shareholders have after consultation with the Nomination Committee, come up with the following proposal for a new Board of Directors to be elected at the Extraordinary General Meeting on 20 January 2017.

- Bjørn Erik Næss (Chairman of the Board from March 1,2017)
- Beate Skjerven Nygårdshaug
- Brita Eilertsen
- Merethe Haugli
- Terje Mjøs
- Dag Strømme (temporary Chairman until March 1,2017)
- Michael Hylander (deputy board member)

Due to Bjørn Erik Næss' current employment with DNB ASA, the

Requesting Shareholders and the Nomination Committee in consensus propose that Bjørn Erik will chair the board from 1 March 2017 and that Mr. Dag Strømme acts as chairman of the board in the period from the Extraordinary General Meeting until 1 March 2017.

Further, it is proposed that the following new Nomination Committee is elected at the Extraordinary General Meeting on 20 January 2017:

- Jarle Sjo Chairman of the Nomination Committee
- Magnus Tvenge as re-elected Member of Nomination Committee
- Female Norwegian lawyer age 35. Awaiting formal approval of proposed engagement with employer, disclosed and proposed at Extraordinary General Meeting.

Attachments

Proposal for agenda items 7 and 8 - EGM 20 Jan 2017 (pdf)

Further information

Gunnar Hvammen, +47 908 99999
Magnus Tvenge, + 47 970 44220