Notice of Annual General Meeting for Nederman Holding AB (publ)

Shareholders of Nederman Holding AB (publ) are hereby notified of the Annual
General Meeting to be held at 4 p.m. on Wednesday 23 April 2014, at Marina
Plaza, Kungstorget 6, 251 10 Helsingborg, Sweden.
Right to participate at the meeting

Shareholders wishing to participate at the meeting must be:

  · Recorded in the shareholders’ register kept by Euroclear Sweden by Tuesday
15 April 2014.
  · And must notify the company of their intention to attend the meeting no
later than 4 p.m. on 15 April 2014.

Notification of attendance:

-          on Nederman’s website: www.nederman.com
-          by email: arsstamma@nederman.se
-          by telephone: +46 (0)42 18 87 00
-          by letter to: Nederman Holding AB (publ),“Årsstämma” Box 602, 251 06
HELSINGBORG, SWEDEN.

Notification should include details of name, civic registration number/corporate
registration number, address, telephone, registered shareholding and advisors,
if any. The information is solely used for the requisite registration and
drawing up of the voting list. Where representation is made by proxy, the
original proxy form must be sent to the company along with the notification to
attend the meeting.

Individuals representing a legal entity must have a copy of the registration
form or equivalent documentation indicating the authorized signatory.

The company will provide proxy forms for shareholders who so wish. The form is
also available for downloading on Nederman’s website: www.nederman.com.

Shareholders whose shares are registered in the name of a trustee must have
their shares temporarily registered in their own name in the Euroclear Sweden
shareholders’ register in order to take part in the meeting. This registration,
known as voting right registration, must take place by Tuesday 15 April 2014,
meaning that the shareholder should give notice of his/her intention of taking
part at the meeting in due time before that date.

Proposed agenda

1. Opening of the meeting
2. Election of chairperson of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. Presentation by the Chief Executive Officer
8. Presentation of the annual report and the auditors’ report, and the
consolidated accounts and the auditors’ report on the consolidated accounts
9. Resolution to:
   a. adopt the income statement and balance sheet as well as the consolidated
income statement and consolidated balance sheet
   b. appropriation of the Company’s profit or loss according to the adopted
balance sheet
   c. discharge members of the Board of Directors and the Chief Executive
Officer from liability
10. Determination of the number of board members and deputies
11. Determination of remuneration to the Board of Directors, remuneration
committee and auditors
12. Election of Chairman of the Board and Board members
13. Election of auditors
14. Resolution on principles for remuneration and other employment terms for
senior executives
15. Resolution to:
   a. authorize the Board of Directors to decide on acquisition of the company’s
own shares
   b.  transfer of the company’s own shares
16. Resolution concerning nominations committee
17. Closure of the meeting

Dividend (item 9b on the agenda)
For the 2013 financial year, the Board proposes that a dividend of SEK 4.00 per
share be paid to shareholders. The settlement date will be Wednesday 28 April
2014 and the record day for the right to receive the dividend is Friday 2 May
2014.

The Board, etc. (items 2 and 10-13 on the agenda)
The nominations committee proposes as follows:

• Chairman of the Board Jan Svensson to be elected chairman of the 2014 AGM
• The number of Board members to be seven with no deputies
• Fees for Board members to total SEK 1,400,000 to be divided as follows: SEK
400,000 to the chairman, and SEK 200,000 to each of the other Board members
elected by the AGM, with the exception of the CEO
• Payment to the auditors for work completed, as per current account
• Re-election of Jan Svensson as chairman of the Board
• Re-election of Board members Gunnar Gremlin, Per Borgvall, Ylva Hammargren,
Fabian Hielte, Susanne Pahlén Åklundh and Sven Kristensson
• Re-election of authorized auditing firm KPMG AB for the period to the end of
the 2015 AGM (with registered public accountant Dan Kjellqvist as lead auditor
until further notice)

Proposal for guidelines concerning senior executives (item 14)
The Board proposes that the same principles, adopted at the 2013 AGM be applied
again in 2014, i.e. a fixed salary paid for full-time work. In addition a
variable bonus may be earned that is linked to the company’s tied-up capital and
earnings.

This variable bonus can be a maximum of 30-50% of annual salary depending on the
individual’s position within the company. The CEO’s pension plan is premium
-based and the annual premium corresponds to 35 per cent of the annual salary.
Pension plans for other senior executives follow the ITP collective agreement,
except for two executives for whom pension payments amount to 8 times the basic
index amount per year and a maximum of 30% of basic salary respectively.

The CEO must give six months’ notice of his intention to resign. If dismissed by
the company, the CEO has the right to receive an amount corresponding to 18-24
months’ salary (the final six months are dependent on new employment). For other
executives, notification is 12 months for the company and six months for the
individual. There are no agreements between Board members or senior executives
and Nederman or any of its subsidiaries concerning benefits after the end of
their employment. According to a resolution from the 2013 Annual General
Meeting, a share saving scheme was introduced for senior executives and other
members of Nederman’s senior executive team. Nederman’s senior executive team
comprises eight individuals (including the CEO).

Proposed resolution to (i) authorize the Board of Directors to decide on the
acquisition of the company’s own shares and (ii) transfer of the company’s own
shares (item 15)
The Board of Directors proposes that the AGM decides on the acquisition and
transfer of the company’s own shares respectively (according to item 15 below).

Background
The Board of Directors considers that during the period up to the next Annual
General Meeting, situations may arise when there is a need to buy back the
company’s own shares and transfer them. This could happen in relation to an
industrial acquisition or other structural development of the business of the
Nederman Group.

1)   The Board’s proposal to decide to authorize the Board to decide on
acquisition of the company’s own shares
The Board proposes that the AGM authorizes the Board, on one or more occasions
until the time of the AGM 2015, to decide on the acquisition of the company’s
own shares as follows:

(i)       Acquisition of the company’s own shares on the NASDAQ OMX Stockholm
exchange may only take place at a price in each of the registered exchange rate
intervals, whereby the interval is considered to be between the highest purchase
price and lowest sale price.

(ii)     Acquisition of the company’s own shares so that the Company’s holding
in the Company’s own shares amounts to at most ten (10) per cent of all Nederman
shares.

2)  The Board’s proposal to decide on the transfer of the company’s own shares
The Board proposes that the AGM authorizes the Board, on one or more occasions
until the time of the AGM 2015, to decide on the acquisition of the company’s
own shares as follows:

(i)       Transfer shall at most be the amount of shares owned by the Company at
the time of the Board’s decision and that shall not be needed for transfer of
shares in accordance with the Company’s share savings scheme.

(ii)      Acquisition of the company’s own shares on the NASDAQ OMX Stockholm
exchange may only take place at a price in each of the registered exchange rate
intervals, whereby the interval is considered to be between the highest purchase
price and lowest sale price.

(ii)     Transfer of shares shall be as payment, wholly or in part, of the
purchase price upon acquisition of a company or operations or upon merger,
whereupon payment shall correspond to the estimated market value of the shares.

(iv)     Payment for transferred shares may be made in cash, in kind or by set
-off of a receivable.

(v)      Transfer may be made in deviation from shareholders’ preferential
rights.

The purpose of this authorisation and the reason for deviation from
shareholders’ preferential rights is to create a readiness for the Board to
fully or partially fund industrial acquisitions using the Company’s own shares
and enable other structural development of the business of the Nederman Group.

Majority requirement
The Board’s proposal for a decision according to item 1) and item 2) above
requires that the decision is supported by shareholders representing a minimum
of two thirds of the votes and shares represented at the AGM.

Proposal for instructions for the Nominations Committee (item 16)
Appointment of the Nominations Committee: the chairman of the Board shall
contact the three largest shareholders in the company based on the ownership
details in Euroclear Sweden’s register on the last business day of August each
year. Each of these owners shall be entitled to appoint one representative, who
together with the chairman of the Board shall comprise the Nomination Committee
until a new committee is appointed. None of these three individuals should be a
Board member. If any of the three largest shareholders waive their right to
appoint a representative to the committee, the right to make an appointment
shall go to the next shareholder in order of size of shareholding. If a member
leaves the Committee before its work is completed, a new member shall be
appointed, if the Committee so decides, by the same shareholder who appointed
the departing member, or, if that shareholder is no longer one of the three
largest shareholders, by the shareholder who is now entitled to make the
appointment. If ownership of the company changes before the committee has
completed its work, the Nominations Committee shall be entitled to change its
composition in the manner it sees fit.

One of the shareholder representatives of the Nominations Committee shall be its
chairman. The chairman of the Board shall thus not be chairman of the
Nominations Committee.

The Nominations Committee’s assignments, etc.
The Nomination Committee’s assignment shall be to establish proposals, prior to
the AGM, for the election of chairman of the Board and other members of the
Board, chairman of the AGM, and fees and related matters, and where appropriate,
the election of auditors. Details of the composition of the Committee shall be
published no later than six months before the AGM. Committee Members shall
receive no remuneration, but any costs associated with the work of the committee
shall be borne by the Company at the discretion of the committee.

Documents
The Annual Report and audit report are available at the company’s premises and
on the company's website, and will be sent to shareholders upon request.

On the date of this notice, the total number of shares and voting rights in the
company amounts to 11,715,340. The company's holding of its own shares amounts
to 34, 000, which are not entitled to voting rights as long as the company holds
the shares.

Schedule
3 p.m. Registration starts
3.30 p.m. Meeting room opens
4 p.m. Meeting starts

Helsingborg, March 2014
Board of Directors
Nederman Holding AB (publ)

Facts about Nederman
Nederman is one of the world's leading suppliers of products and systems in the
environmental technology sector focusing on air filtration and recycling. Our
solutions contribute to reducing the environmental effects from industrial
production, to creating safe and clean working environments and to boosting
production efficiency. Nederman's offering encompasses everything from the
design stage through to installation, commissioning and servicing. Sales are
carried out via subsidiaries in 30 countries and distributors in over 30
countries. Nederman develops and produces in its own manufacturing and assembly
units in Europe, North America and Asia. The Group is listed on Nasdaq OMX,
Stockholm and has around 1,950 employees.

Nederman Holding AB (publ), P.O. Box 602, SE-251 06 Helsingborg, Sweden.
Corporate registration number: 556576-4205