Axactor Annual Report 2016

During 2016, a total of 629.9 million new Axactor shares were issued at NOK 1 per share, thus at the end of the year total outstanding shares are 1 226.5 million. The annual general meeting 2016 decided to authorize the board of directors to issue new shares in accordance with the annual general meeting's approval. 4. Equal treatment of shareholders and transactionswith closely related parties The Company’s share capital is in one class only. Any transactions, agreements or arrangements between the Company and its shareholders, members of the Board, members of the Executive Management Team or close asso- ciates of any such parties shall only be entered into as part of the ordinary course of business and on arms-length market terms. With respect to any material related party transac- tions, the Board shall arrange for a valuation to be obtained from an independent third party unless the transaction, agreement or arrangement in question must be considered to be immaterial or the arrangement is subject to approval by the shareholders’ meeting. No person or company mentioned in the above paragraph shall vote or otherwise participate in any decision by the Company regarding a transaction, agreement or arrangement with such person or company as a counterparty. Board members and members of the Executive Management Team shall forthwith notify the Board if they have any material direct or indirect interest in any transaction entered into by the Company. An overview of the transactions with related parties are presented in note 28. 5. Transfer of shares The shares in the Company are not subject to any transfer restrictions. 6. The general meeting All registered shareholders have the right to participate in the general meetings of the Company, which exercise the highest authority of the Company. The Company shall summon the shareholders to any general meeting with the notice required by law, and otherwise with such advance notice as is practicable. The person chairing a general meeting should be independent of the Company and the Board. The notices for such meetings shall include documents providing the shareholders with sufficient detail in order for the shareholders to make an assessment of all the matters to be considered as well as all relevant information regarding attendance and voting procedures. Representatives of the Board and the Company’s auditor, as well as the nomination committee, shall be present at annual general meetings. Notices for general meetings shall provide information on the procedures shareholders must observe in order to participate in and vote at the general meeting. The notice should also set out: (i) the procedure for representation at the meeting through a proxy, including a form to appoint a proxy, and (ii) the right for shareholders to propose resolutions in respect of matters to be dealt with by the general meeting. Any cut-off for confirmation of attendance shall be set as short as practicable, and the Board shall arrange matters so that shareholders who are unable to attend in person are able to vote by proxy. The form of proxy shall be distributed with the notice. The Company held ordinary general meeting on May 26th 2016. On December 6th 2016 Shareholders representing more than 10 % of the shares of Axactor AB did with reference to chapter 7, section 13 of the Swedish companies act, request that the board of directors convenes an extraordinary shareholders' meeting for the elec- tion of new board of directors. Subsequently, on December 23, 2016 the Board of Directors issued a notice of extraordinary general meeting to be held on January 29th, 2017. The extraordinary general meeting was held on January 20th, 2017 and election of new Board of Directors and a new Nomination Committee was conducted. 7. Nomination committee The Company shall have a nomination committee (“Nomination Committee”). The general meeting shall elect the leader of the Nomination Committee and its members, and determine their remuneration based on the nature of the duties performed and the time invested. The Nomination Committee shall consist of between two and four members and shall be elected by the annual general meeting for a period of one year at a time. The duties and responsibilities of the Nomination Committee shall be set out in the instructions to the Nomination Committee established by the general meeting. The Nomination Committee’s main responsibilities are to propose candidates for election to the Board and to recommend remu- neration for board members. Reasonable rationales should be provided for the Nomination Committee’s recommendations, and relevant information should be provided about the candidates and their independence. The recommendations of the Nomination Committee shall generally be made available to the shareholders at the time of the notice of the annual general meeting. Efforts shall be made to ensure that the composition of the Nomination Committee is broadly repre- sentative of shareholder interests and necessary expertise. Axactor AB | Annual report 2016 77