Notice of Annual General Meeting 2016

The shareholders of Nobia AB (publ) (“Nobia”) are hereby invited to the Annual
General Meeting on Monday, 11 April 2016 at 3:00 p.m. at Lundqvist & Lindqvist
Klara Strand Konferens, Klarabergsviadukten 90, Stockholm, Sweden.
Right to participate in the Annual General Meeting
Shareholders who wish to participate in the Annual General Meeting must
firstly be included in the shareholders’ register maintained by Euroclear Sweden
AB as of Tuesday, 5 April 2016, and, secondly notify Nobia of their
participation not later than Tuesday, 5 April 2016.
Notification of attendance
Notification of attendance at the Annual General Meeting may be made:
• by e-mail: bolagsstamma@nobia.com
• by telephone: +46 8 440 16 00
• by fax: +46 8 503 826 49
• by post: Nobia AB, Box 70376, SE-107 24 Stockholm, Sweden
This notification shall state:
• the shareholder’s name
• personal identity number/Corporate Registration Number
• address and daytime telephone number
• shareholding
• information about any assistants (not more than two assistants) and
information on any proxies who may accompany the shareholder to the Meeting
When applicable, complete authorisation documents, such as registration
certificates or the equivalent, shall be appended.

Proxy
Shareholders represented by proxy shall issue a written power of attorney for
the proxy. If the power of attorney is issued on behalf of a legal entity, a
certified copy of a registration certificate or corresponding document
(“certificate”) for the legal entity shall be appended to the notification of
attendance. The power of attorney and certificate may not be more than one year
old. However, the validity of the power of attorney may be a maximum of five
years from the date of issue, if specifically stated. The power of attorney in
original and, where applicable, the certificate, should be sent by post to the
company at the address stated above well in advance of the Annual General
Meeting. Proxy forms are available from www.nobia.com, and will also be sent to
shareholders who so request and inform the company of their postal address.

Nominee shares
Shareholders whose shares have been registered with a nominee must, through the
bank or securities broker administering the shares, temporarily re-register
their shares in their own names in order to be entitled to participate in the
Annual General Meeting. Such re-registration must be completed with Euroclear
Sweden AB not later than Tuesday, 5 April 2016. A request for re-registration
must be made well in advance of this date.

Number of shares and votes
Nobia has a total of 175,293,458 shares and votes. Nobia currently holds
7,012,153 treasury shares, corresponding to 7,012,153 votes, which cannot be
represented at the Meeting.

Shareholders’ right to request information
Shareholders are reminded of their right, at the Annual General Meeting, to
request information from the Board of Directors and the President pursuant to
Chapter 7, Section 32 of the Swedish Companies Act.

Proposed agenda
1. Opening of the Meeting,
2. Election of Chairman 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 as to whether the Meeting has been duly convened,
7. Presentation of the annual accounts and the audit report, and the
consolidated accounts and the audit report on the consolidated accounts,
8. Speech by the President and statement by the Chairman of the Board of
Directors,
9. Resolution regarding the adoption of the income statement and the balance
sheet, and of the consolidated income statement and the consolidated balance
sheet,
10. Resolution regarding appropriation of the company’s profit according to the
adopted balance sheet,
11. Resolution regarding the discharge from liability for the members of the
Board of Directors and the President,
12. Determination of the number of members and deputy members of the Board of
Directors, and auditors and deputy auditors,
13. Determination of fees to the Board of Directors and the auditors,
14. Election of the members of the Board of Directors and the Chairman of the
Board of Directors and auditors,
15. Election of members of the Nomination Committee and election of the Chairman
of the Nomination Committee
16. Proposal regarding remuneration guidelines and other employment conditions
for the Group management,
17. Proposal regarding the performance share plan and transfer of bought-back
shares under the plan,
18. Proposal regarding authorisation for the Board of Directors to acquire and
sell treasury shares,
19. Closing of the Meeting.
Resolution regarding the appropriation of the company’s profit according to the
adopted balance sheet (item 10)
The Board of Directors proposes that funds totalling approximately SEK 2,026
million at the disposition of the Annual General Meeting be appropriated such
that SEK 2.50 per share, totalling approximately SEK 421 million, be distributed
to shareholders and that the remaining amount be carried forward. The Board
proposes Wednesday, 13 April 2016 as the record day. If the Annual General
Meeting resolves in accordance with the Board’s proposal, the dividend is
expected to be paid through Euroclear Sweden AB on Monday, 18 April 2016.
The Nomination Committee’s proposals (items 2, 12, 13, 14 and 15)
The Nomination Committee is tasked with submitting proposals on the election of
the Board Chairman and other members of the Board of Directors, fees for the
Board and any remuneration for committee work, election and remuneration of the
auditor and election of the Chairman of the Annual General Meeting. The
shareholders represented in the Nomination Committee hold about 43.8 per cent of
the shares and votes in Nobia.
The Nomination Committee has submitted the following proposals concerning items
2, 12, 13, 14 and 15:
• Chairman of the Board Tomas Billing be elected Chairman of the Annual General
Meeting (item 2).
• The number of members of the Board of Directors shall be nine (9), with no
deputy members (item 12).
• The fee to each member of the Board of Directors who is not salaried by the
company shall be SEK 390,000 kronor. However, the fee payable to the Chairman of
the Board of Directors shall be SEK 1,100,000. It is proposed that the fee for
the Chairman of the Audit Committee be SEK 100,000 and the fee for members of
the Committee be SEK 80,000. It is proposed that no fees be paid for other work
in Committees (item 13).
• Re-election of the following current members of the Board of Directors: Tomas
Billing, Morten Falkenberg, Lilian Fossum Biner, Nora Førisdal Larssen, Thore
Ohlsson, Fredrik Palmstierna, Stefan Jacobsson, Ricard Wennerklint and Christina
Ståhl. The Nomination Committee proposes that Tomas Billing be elected Chairman
of the Board of Directors (item 14).
• The number of auditors shall be one (1) without deputies. The Committee
proposes the re-election of registered auditing firm KPMG AB with Authorised
Public Accountant George Pettersson as new Auditor-in-Charge until further
notice. It is proposed that fees to auditors be paid in accordance with approved
invoices (items 12, 13 and 14).
• The Nomination Committee proposes that the Annual General Meeting elect Viveca
Ax:son Johnson representing Nordstjernan, Torbjörn Magnusson representing If
Skadeförsäkring, Lars Bergqvist representing Lannebo fonder and Arne Lööw
representing the Fourth Swedish National Pension Fund as members of the
Nomination Committee until the conclusion of the 2017 Annual General Meeting.
The Nomination Committee proposes that Viveca Ax:son Johnson be appointed
Chairman of the Nomination Committee (items 15).
By way of information, it is noted that no amendments are proposed to the
instructions for the Nomination Committee as adopted at the 2015 Annual General
Meeting.
Proposal regarding remuneration guidelines and other employment conditions for
the Group management (item 16)
The Board proposes that the Annual General Meeting resolve on the following
guidelines for determining remuneration and other employment conditions for the
President and other members of Group management. Group management, including the
President, currently comprises 12 persons.
Nobia’s salary policy stipulates that total remuneration shall correspond to
market levels. A continuous position evaluation is carried out to ensure market
levels in each country.
Members of Group management receive both a fixed and a variable salary portion.
The fundamental principle is that the variable salary portion may amount to a
maximum of 30 per cent of fixed annual salary. The exception to this principle
is the President whose variable salary portion may amount to a maximum of 55 per
cent of fixed annual salary. Exceptions may also be made for other senior
executives following a resolution by the Board. As stated in the separate
proposal for resolution to the Annual General Meeting regarding a long-term
performance share plan, participation in the plan entails that the maximum
variable salary portion is adjusted downwards for this specific plan
participant. The fixed salary portion for the President for 2016 will remain
unchanged as compared with the preceding year.
The variable salary portion is normally divided between a number of targets, for
example: i) The Group’s earnings, ii) Earnings in the business unit for which
the manager is responsible, and iii) Individual/quantitative targets. The
variable salary portion is based on a period of service of one (1) year. The
targets for the President are determined by the Board. The targets for other
senior executives are determined by the President following recommendations from
the Remuneration Committee. In the event of a maximum outcome, which presupposes
that all bonus-related targets are fulfilled, the variable salary costs for
Group management are estimated to amount to approximately SEK 11.7 million
(excluding social security contributions). The calculation is based on the
current composition of Group management and does not take into account any
decreases in the maximum variable salary portion associated with participation
in the long-term performance share plan.
Members of Group management employed in Sweden are entitled to a pension under
the ITP system or equivalent. The age of retirement is 65. In addition to the
ITP plan, following a resolution by the Board, members of Group management are
entitled to an increased occupational pension premium on salary portions
amounting to more than 30 basic amounts.
Employment contracts for Group management include provisions regulating
remuneration and termination of employment. According to these contracts,
employment may ordinarily be terminated upon the employee’s request with a six
-month period of notice and at the company’s request, with a 12-month period of
notice.
To strengthen senior managers’ commitment to and ownership in the company, and
to attract, motivate and retain key employees in the Group, Nobia has
implemented long-term share-based incentive schemes since 2005, following
decisions by the respective Annual General Meetings. The Board has again
proposed a long-term performance share plan to the 2016 Annual General Meeting.
For 2016, the costs for the proposed performance share plan are estimated to
amount to approximately SEK 26.8 million. The costs are distributed over a three
-year vesting period. For information about the proposed performance share plan,
refer to the Board’s proposal in a separate document.
The Board is entitled to deviate from the guidelines described above if the
Board finds that particular reasons warrant this in a specific case.
Proposal regarding the performance share plan and transfer of bought-back shares
under the plan (item 17)
The Board of Directors proposes that the Annual General Meeting resolves on the
performance share plan (“Performance Share Plan 2016”) for the company and on
the transfer of bought-back shares as a part of Performance Share Plan 2016,
according to items A) and B) below.
A) Performance share plan 2016
Participants in Performance Share Plan 2016
Performance Share Plan 2016 comprises approximately 100 employees consisting of
senior managers and employees with senior positions within the Nobia Group,
divided into three categories. The first category includes the President, the
second category comprises approximately 13 members of the Group management and
the third category comprises approximately 86 other employees in senior
positions within the Nobia Group.
Allocation of share rights
The number of share rights that a participant can be allocated depends on the
participant’s annual salary (based on the participant’s monthly salary in March
2016) and the category to which the participant belongs.
The Board determines an allocation value for each participant relative to the
participant’s annual salary. The allocation value for the President amounts to
50 per cent of annual salary and for the other members of Group management the
allocation value is 30 per cent of annual salary. The allocation value for other
managers in senior positions amounts to 20 per cent of annual salary. The share
price forming the basis of the calculation of the number of share rights is to
correspond to an average volume-weighted price paid during a specific time
period. This time period is the first ten trading days after the day of
publication of Nobia’s interim report for the first quarter of 2016. The
individual allocation value is subsequently divided by the share price to obtain
the total number of share rights per participant. Allocation of Nobia shares
shall normally take place within two weeks after announcement of Nobia’s interim
report for the first quarter of 2019 (the “Vesting Period”), which begins when
the participant signs an agreement on participant in the plan.
Terms for share rights
The following conditions apply to share rights:
• The share rights are allocated free of charge.
• To be entitled to receive shares under the share rights, it is required, with
certain exemptions, that the participant remains employed within the Nobia
Group. In addition, allocation of shares requires that Nobia has fulfilled a
financial performance target condition.
• The participants are not entitled to transfer, pledge or dispose of the share
rights or exercise any shareholders’ rights regarding the share rights during
the Vesting Period.
• Nobia will not compensate the participants in the plan for standard dividends
made in respect of the shares that the respective share right qualifies for.
Performance targets
The number of Nobia shares that will be awarded on the basis of the share rights
depends on the degree of fulfilment of a range established by the Board of
Directors in relation to Nobia’s cumulative earnings per share in the 2016 and
2017 fiscal years. The level of fulfilment will be measured linearly, whereby 25
per cent of the share rights will entitle allocation of shares if the
established minimum level is achieved. If the minimum level in the range is not
achieved, the share rights will not give entitlement to any shares and if the
maximum level in the range is achieved, each share right gives entitlement to
one Nobia share.
Scope, hedging and costs
The maximum number of shares in Nobia that can be allocated under Performance
Share Plan 2016 shall be limited to 1,500,000 (subject to recalculation), which
represents approximately 0.9 per cent of the outstanding shares and votes. In
order to secure the delivery of Nobia shares under Performance Share Plan 2016,
the Board of Directors proposes that the Board of Directors be entitled to
decide on alternative methods for transfer of Nobia shares under the plan. The
Board of Directors therefore proposes that it be entitled to transfer bought
-back Nobia shares to the participants or to enter into so-called equity swap
agreements with third parties in order to fulfil its obligations under the plan
(under item B) below). In the event that delivery of Nobia shares is secured by
an equity swap agreement, the Board of Directors proposes that it be entitled to
transfer bought-back Nobia shares on Nasdaq Stockholm to fund potential costs
related to the agreement and the plan. Based on a constant share price during
the plan, and a Vesting Period of approximately three (3) years, the cost of
Performance Share Plan 2016 including social security costs is estimated to
amount to approximately SEK 26.8 million which on an annual basis is
approximately 0.3 per cent of Nobia’s total costs for employee benefits during
the 2015 fiscal year. The plan has no limitation on maximum profits per share
right for the participants and therefore no maximum social security costs can be
calculated.
The proposal by the Board of Directors
Referring to the description above, the Board of Directors proposes that the
Annual General Meeting resolves to introduce Performance Share Plan 2016.
Majority requirement
A resolution to introduce Performance Share Plan 2016, in accordance with the
Board of Directors’ proposal, is valid where supported by shareholders holding
more than half of the votes cast at the Annual General Meeting.
B) Transfer of shares with reference to performance share plan 2016
Background
In order to implement Performance Share Plan 2016 in a cost-efficient and
flexible manner, the Board of Directors has considered different methods for
ensuring the delivery of Nobia shares to participants under Performance Share
Plan 2016.
Based on these considerations, the Board of Directors intends to ensure delivery
by transferring shares held by Nobia to the participants. A transfer of Nobia’s
bought-back shares in this way requires a particularly high majority requirement
to be met at the Annual General Meeting. In the event that the Board of
Directors’ proposal regarding the transfer of bought-back shares to the
participants does not receive the required majority decision, the Board of
Directors intends to enter into an equity swap agreement with a third party to
secure that delivery of Nobia shares can be made to the participants. If
delivery of Nobia shares is ensured by an equity swap agreement, it is proposed
that the Board of Directors be entitled to transfer bought-back Nobia shares on
Nasdaq Stockholm to finance potential costs related to the agreement and the
plan. A transfer of Nobia’s bought-back shares on Nasdaq Stockholm in this way
requires a qualified majority decision. If no such majority decision is reached,
the Board of Directors intends to finance the potential costs related to an
equity swap agreement in other ways than by way of transfer of bought-back
shares.
1) Proposal regarding transfer of bought-back shares to participants
Therefore, the Board of Directors proposes firstly that the Annual General
Meeting resolve on the transfer of bought-back shares in accordance with the
terms set out below:
i) A transfer of a maximum of 1,500,000 Nobia shares to participants in
Performance Share Plan 2016 may be made (or a higher number of shares that may
result from a recalculation due to changes resulting from a bonus issue, a share
split or a reverse share split, a new share issue or similar actions carried out
by Nobia, according to customary practice for corresponding incentive plans).
(ii) The transfer of shares shall be made free of charge at the relevant time
and in accordance with the conditions under which the participants in
Performance Share Plan 2016 are entitled to receive allocation of shares.
The reason for the deviation from shareholders’ preferential rights is that the
transfer of the shares is part of executing Performance Share Plan 2016.
Therefore, and in light of the above, the Board of Directors considers it to be
to the benefit of Nobia to transfer shares in accordance with the proposal.
2) Proposal on the transfer of bought-back shares on Nasdaq Stockholm
If the Board of Directors’ proposal in item 1) above does not receive the
required majority decision, the Board of Directors proposes secondly that the
Annual General Meeting resolve on the transfer of bought-back shares as follows.
Until the next Annual General Meeting, a transfer may be made on one or more
occasions, of maximum 1,500,000 Nobia shares on Nasdaq Stockholm to cover
potential costs related to the equity swap agreement or to Performance Share
Plan 2016 (or a higher number of Nobia shares that may result from a
recalculation due to Nobia implementing a bonus issue, a share split or a
reverse share split, a new share issue or similar measures, in accordance with
what is customary practice for corresponding incentive plans). The transfer
shall take place at the registered spread at the given time.
The reason for the deviation from shareholders’ preferential rights is that the
transfer of the Nobia shares is a step in executing Performance Share Plan 2016.
Therefore, and in light of the above, the Board of Directors considers it to be
to the benefit of Nobia to transfer the shares in accordance with the proposal.
Majority Requirement
A resolution to approve the Board of Directors’ proposal under item 1 above is
valid where supported by shareholders holding no less than nine-tenths of both
the votes cast and the shares represented at the Annual General Meeting. A
resolution to approve the Board of Directors’ proposal pursuant to item 2)
above, which will apply only to the extent that the proposal in item 1) has not
received the required majority, is valid where supported by shareholders holding
no less than two-thirds of both the votes cast and the shares represented at the
Annual General Meeting. The Board of Directors’ proposal pursuant to this item B
is conditional on the Board of Directors’ proposal regarding the introduction of
Performance Share Plan 2016 being approved by the Annual General Meeting (see
item A above).
Proposal regarding authorisation for the Board of Directors to acquire and sell
treasury shares (item 18)
Acquisitions of treasury shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to resolve to acquire treasury shares in accordance with the
following.
1. Acquisitions may be made on Nasdaq Stockholm or in accordance with a tender
offer to all Nobia shareholders.
2. Acquisitions of shares may not result in the total holding of treasury
shares, at any time, exceeding ten (10) per cent of all shares in Nobia.
3. Acquisitions of shares on Nasdaq Stockholm may only be effected at a price
within the currently effective registered price interval on Nasdaq Stockholm,
meaning the price interval between the highest bid price and the lowest ask
price.
4. Acquisitions in accordance with a tender offer according to point 1 above
shall be effected at a price corresponding to the lowest share price at the time
of the offer with a maximum upward divergence of twenty (20) per cent.
5. However, the authorisation may be used on one or several occasions only until
the 2017 Annual General Meeting.
Sales of bought-back shares
The Board also proposes that the Annual General Meeting authorise the Board of
Directors to resolve to sell bought-back shares in accordance with the
following.
1. Sales of shares may only take place outside Nasdaq Stockholm, with or without
deviation from the shareholders’ preferential rights and with or without payment
in kind or payment by way of set-off. Such sales may be made at a price in cash
or value for obtained property corresponding to the price for the sold Nobia
shares at the time of the sale, with a divergence found reasonable by the Board
of Directors.
2. The number of shares that may be sold should not amount to more than ten (10)
per cent of the total number of shares in Nobia.
3. Sales in connection with company acquisitions may be made at a market value
as decided by the Board of Directors.
4. The authorisation may be used on one or more occasions, but only until the
2017 Annual General Meeting.
The purpose of the authorisation to acquire and sell treasury shares is to
finance the acquisition of operations through payment with treasury shares and
to continuously adapt Nobia’s capital structure and thereby contribute to an
increase in value for shareholders and enable the assurance of costs and
delivery in connection with the Nobia Group’s long-term performance share plans.
_________________________
The Board of Directors’ complete proposal regarding the distribution of profit
and the Board of Directors’ statement pursuant to Chapter 18, Section 4 of the
Swedish Companies Act according to item 10, the proposal regarding remuneration
guidelines and other employment conditions for the Group management according to
item 16, the proposal regarding the performance share plan and sales of treasury
shares according to item 17, the proposal regarding authorisation for the Board
of Directors to acquire and sell treasury shares and the Board of Directors’
statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act
according to item 18, the annual accounts according to item 7 and the auditor’s
statement on the application of remuneration guidelines and other employment
conditions for Group management will be available at the company’s office at
Klarabergsviadukten 70, A5, SE-107 24, Stockholm, Sweden and on the company’s
website www.nobia.com from 21 March 2016. These documents will also be sent to
shareholders who so request and inform the company of their postal address. The
Board of Directors’ complete proposal regarding item 17 will also automatically
be sent to all shareholders who have notified the company of their participation
in the Annual General Meeting and have informed the company of their postal
address.
The Report by the Board of Directors on the Remuneration Committee’s evaluation
of remuneration to senior executives, information about all of the members
proposed to comprise Nobia’s Board of Directors and the Nomination Committee’s
complete proposals, explanatory statement regarding the proposal to the Board
and report on work prior to the Annual General Meeting are available on the
company’s website www.nobia.com.

_________________________

Stockholm, March 2016
Nobia AB (publ)
Board of Directors
For more information:
Lena Schattauer, Head of Communication and IR
+46 (0)8 440 16 07, +46 (0)70 595 51 00
lena.schattauer@nobia.com