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N.B. The English argument is an centralized translation. In the accident of any discrepancies amid the argument in this affidavit and the Swedish document, the closing shall prevail.



The shareholders of NAXS AB (publ), reg. no. 556712-2972, with its registered appointment in Stockholm (the “Company” or “NAXS”), are hereby arrive to the anniversary accepted affair (the “Meeting”) on Thursday 12 March 2020 at 10.00 (CET) at the offices of Advokatfirman Vinge, Stureplan 8, Stockholm, Sweden.



RIGHT TO ATTEND THE MEETINGShareholders that ambition to appear the Meeting,shall           be registered in the allotment annals maintained by Euroclear Sweden AB by Friday 6 March 2020;and shall     accept notified the Aggregation of their ambition to appear the Affair and of any representative/proxy/advisor who will represent/accompany the actor to the Affair by Friday 6 March 2020. Notification shall be beatific in autograph to NAXS AB (publ), Attn: Lennart Svantesson, Grev Turegatan 10, 1st floor, SE-114 46 Stockholm, Sweden or by e-mail ([email protected]). Notification shall accommodate the shareholder’s name, claimed identification number/corporate allotment cardinal (or similar), abode and daytime blast number, as able-bodied as, if applicable, capacity of representatives, proxies and advisors. A best of two admiral may attend. To facilitate allotment at the Meeting, the notification, if applicable, should accommodate a active ability of attorney, allotment affidavit and added abstracts proving identity. PROXYShareholders represented by proxy allegation abide a anachronous ability of attorney. If the ability of advocate is accomplished by a acknowledged person, a certified archetype of the affidavit of allotment or agnate allegation be attached. The ability of advocate is accurate for a aeon of one year from its issuance; however, the ability of advocate may be accurate for up to bristles years from its arising if absolutely stated. The aboriginal ability of advocate and affidavit of allotment should be submitted to the Aggregation by column at the abode aloft in due time above-mentioned to the Meeting. A proxy anatomy is accessible on the Company’s website (www.naxs.se) and will be beatific to shareholders who appeal the form.

NOMINEE-REGISTERED SHARESTo be advantaged to participate in the Meeting, shareholders whose shares are registered in the name of a appointee allegation briefly re-register their shares in their own names in the allotment annals maintained by Euroclear Sweden AB. Such allotment allegation be appropriately accomplished in the allotment annals maintained by Euroclear Sweden AB on Friday 6 March 2020, and the shareholders allegation accordingly admonish their nominees able-bodied in beforehand of this date.

RIGHT TO REQUEST INFORMATIONThe shareholders are reminded of their appropriate to appeal advice in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).

NUMBER OF SHARES AND VOTESAs of the date of this apprehension there are in absolute 11,910,061 shares and votes in the Company. The Aggregation holds 757,476 own shares as of the date of this notice.

PROPOSED AGENDA

Proposals of the choice lath

Items 2 and 9-13: Acclamation of administrator of the Meeting, assurance of the cardinal of associates of the board, assurance of the fees to be paid to the associates of the lath and auditor, acclamation of associates of the lath and administrator of the board, acclamation of accountant and acclamation of associates of the choice committeeThe choice lath of the Aggregation proposes that the Affair resolves in accordance with the following;

Proposals of the lath

Item 8b: Appropriation of the Company’s resultsThe funds at the Meeting’s auctioning consists of the aftereffect of the year, SEK -4,107,294, the allotment exceptional reserve, SEK 577,705,947, and the Company’s accumulated results, SEK 40,050,632, in absolute SEK 613,649,285.

The lath proposes that the funds at the Meeting’s auctioning shall be allocated as assets to the shareholders of SEK 3.00 per allotment and that the actual complete disinterestedness is agitated forward. Monday 16 March 2020 is proposed as almanac day for dividends.

Item 14: Angle for accomplishment guidelines for the controlling managementThe lath proposes that the Affair resolves to accept the afterward guidelines for accomplishment to the Company’s controlling management.

The lath of directors’ angle for guidelines for controlling remuneration

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The controlling administration of NAXS AB (publ) abatement aural the accoutrement of these guidelines. The guidelines are applicative to accomplishment agreed, and amendments to accomplishment already agreed, afterwards acceptance of the guidelines by the anniversary accepted affair 2020. These guidelines do not administer to any accomplishment absitively or accustomed by the accepted meeting.

The guidelines’ advance of the Company’s business strategy, abiding interests and sustainability

In short, the Company’s business action is the following.

NAXS primarily in clandestine disinterestedness funds with a Nordic focus. NAXS may additionally accomplish absolute investments or co-investments alongside clandestine disinterestedness or added another assets funds. In addition, NAXS may, to a bound extent, accomplish added types of investments.

For added advice apropos the Company’s business strategy, amuse see https://www.naxs.se/en/about-naxs/.

A prerequisite for the acknowledged accomplishing of the Company’s business action and attention of its abiding interests, including its sustainability, is that the Aggregation is able to recruit and absorb able personnel. To this end, it is all-important that the Aggregation offers aggressive remuneration. These guidelines accredit the Aggregation to action the controlling administration a aggressive absolute remuneration.

No abiding share-related allurement affairs accept been implemented by the Company. If the Aggregation would apparatus any abiding share-related allurement affairs it would be bound by the accepted affair and any such affairs are accordingly afar from these guidelines.

Variable banknote accomplishment covered by these guidelines shall aim at announcement the Company’s business action and abiding interests, including its sustainability.

Types of remuneration, etc.

The accomplishment shall be on bazaar acceding and may abide of the afterward components: anchored banknote salary, capricious banknote remuneration, alimony allowances and added benefits. Additionally, the accepted affair may – irrespective of these guidelines – boldness on, amid added things, share-related or allotment price-related remuneration.

The achievement of belief for appliance capricious banknote accomplishment shall be abstinent over a aeon of one year. The capricious banknote accomplishment may bulk to not added than 50 per cent of the anchored anniversary banknote salary.

For the CEO and added executives, alimony benefits, if applicable, including bloom insurance, shall be exceptional authentic unless the alone anxious is accountable to authentic anniversary alimony beneath binding aggregate acceding provisions. Capricious banknote accomplishment shall not authorize for alimony allowances unless appropriate for the controlling in catechism by binding aggregate acceding provisions. The alimony premiums for exceptional authentic alimony shall bulk to not added than 30 per cent of the anchored anniversary banknote salary.

Other allowances may include, for example, activity insurance, medical allowance (Sw: sjukvårdsförsäkring) and Aggregation cars. Such allowances may bulk to not added than 10 per cent of the anchored anniversary banknote salary.

Termination of employment

The apprehension aeon may not beat six months afterwards any appropriate to severance pay if apprehension of abortion of appliance is fabricated by the Company. The aeon of apprehension may not beat six months afterwards any appropriate to severance pay back abortion is fabricated by the executive.

Criteria for appliance capricious banknote remuneration, etc.

The capricious banknote accomplishment shall be affiliated to agreed and assessable belief which can be banking or non-financial. They may additionally be individualized, quantitative or qualitative objectives. The belief shall be advised so as to accord to the Company’s business action and abiding interests, including its sustainability, by for archetype actuality acutely affiliated to the business action or advance the executive’s abiding development.

To which admeasurement the belief for appliance capricious banknote accomplishment has been annoyed shall be evaluated/determined back the altitude aeon has ended. The lath of admiral is amenable for the appraisal so far as it apropos capricious accomplishment to the CEO. For capricious banknote accomplishment to added executives, the CEO is amenable for the evaluation. For banking objectives, the appraisal shall be based on the latest banking advice fabricated accessible by the Company.

Salary and appliance altitude for employees

In the alertness of the lath of directors’ angle for these accomplishment guidelines, bacon and appliance altitude for advisers of the Aggregation accept been taken into anniversary by including advice on the employees’ absolute income, the apparatus of the accomplishment and access and advance bulk over time, in the lath of directors’ base of accommodation back evaluating whether the guidelines and the limitations set out herein are reasonable.

The controlling action to determine, analysis and apparatus the guidelines

The lath of admiral shall adapt a angle for new guidelines for controlling accomplishment at atomic every fourth year and abide it to the accepted meeting. The guidelines shall be in force until new guidelines are adopted by the accepted meeting. The lath of admiral shall additionally adviser and appraise programs for capricious accomplishment for the controlling management, the appliance of the guidelines for controlling accomplishment as able-bodied as the accepted accomplishment structures and advantage levels in the Company. The CEO and added associates of the controlling administration do not participate in the lath of directors’ processing of and resolutions apropos remuneration-related affairs in so far as they are afflicted by such matters.

Derogation from the guidelines

The lath of admiral may briefly boldness to back-bite from the guidelines, in accomplished or in part, if in a specific case there is appropriate account for the abasement and a abasement is all-important to serve the Company’s abiding interests, including its sustainability, or to ensure the Company’s banking viability.

Item 15: Angle to authorise the lath to access the Company’s own sharesThe lath proposes that the Affair resolves to authorise the lath to adjudge on the accretion of the Company’s own shares where, principally, the afterward shall apply;

The purpose of the proposed authorisation is to accommodate adaptability in affiliation to the Company’s possibilities to acknowledgment basic to its shareholders, to advance the basic ability in the Company, and to anticipate an badly advanced NAV/share bulk abatement in affiliation to the Company’s shares, which altogether is accounted to be affected to accept a absolute appulse on the Company’s allotment bulk and thereby accord to an added actor value.

A resolution in accordance with the board’s angle shall alone be accurate area accurate by not beneath than two-thirds of both the votes casting and the shares represented at the Meeting.

The lath of directors’ anniversary in accordance with Chapter 19 Section 22 of the Swedish Companies Act will be captivated accessible calm with the angle and on the Company’s website no after than three weeks above-mentioned to the Meeting.

Item 16: Angle to boldness to abate the allotment basic and boldness on a anniversary issueThe lath proposes that the Affair resolves to abate the allotment basic and resolves on a anniversary affair in accordance with account (a) – (b) below. The resolutions are accidental of anniversary added and are accordingly proposed to be adopted as one resolution.

(a) Abridgement of the allotment basic by way of abandoning of own sharesThe lath proposes that the Affair resolves to abate the Company’s allotment basic with SEK 47,699.76 for allocation to complete equity. The abridgement shall be fabricated by abandoning of acquired own shares that are captivated by the Aggregation on the day of the apprehension to the anniversary accepted meeting.

(b) Anniversary affair afterwards the arising of new sharesThe lath proposes that the Company’s allotment basic shall be added with SEK 47,699.76 with the bulk actuality transferred from complete disinterestedness (according to the antithesis area to be adopted by the Meeting). The anniversary affair shall be agitated out afterwards the arising of new shares.

A resolution in accordance with the board’s angle shall alone be accurate area accurate by not beneath than two-thirds of both the votes casting and the shares represented at the Meeting.

The anniversary abode and the auditor’s report, the complete angle from the lath according to account 16 and the auditor’s and the lath of directors’ statements according to the Swedish Companies Act will be captivated accessible at the Company’s appointment on Grev Turegatan 10, 1st floor, Stockholm, Sweden, as able-bodied as on the Company’s website, www.naxs.se no after than three weeks afore the meeting. Further, the choice committee’s complete proposals and motivated anniversary will be accessible on the abode declared aloft as able-bodied as on the website at atomic four weeks afore the Meeting. Copies of the abstracts will be beatific to the shareholders who so appeal and who acquaint the Aggregation of their postal address.

For advice on how your claimed abstracts is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Stockholm, February 2020The lath of NAXS AB (publ)

Contact information:

Lennart Svantesson, CEO

Telephone: 46 73 311 00 11

The advice was submitted for publication, through the bureau of the acquaintance actuality set out above, at 16.00 CET on February 11, 2020.  

This columnist absolution and added advice is accessible on the Company’s website: www.naxs.se

NAXS AB (publ)Corp. Reg. No. 556712-2972Grev Turegatan 10114 46 Stockholm, SwedenTel: 46 8 611 33 25, E-mail: [email protected]

NAXS is a aggregation listed on NASDAQ Stockholm, and advance primarily in clandestine disinterestedness funds with a Nordic focus. NAXS may additionally accomplish absolute investments or co-investments alongside clandestine disinterestedness or added another assets funds. In addition, NAXS may, to a bound extent, accomplish added types of investments

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