The nomination committee’s of NAXS proposal for the annual general meeting 2013

The nomination committee’s of NAXS Nordic Access Buyout Fund AB (publ) proposal for the annual general meeting 2013

A nomination committee of NAXS Nordic Access Buyout Fund AB (publ) (the “Company” or “NAXS”) has been appointed in accordance with the principles established by the annual general meeting 2012 and consists of Mattias Runesson, representing Tardus Intressenter, Amaury de Poret, representing QVT Finance L.P. and NAXS’s chairman of the board Björn C. Andersson. Mattias Runesson was appointed chairman of the nomination committee. The nomination committee can be contacted via e-mail to mattias@mantle.se.

The nomination committee’s proposal to election of chairman of the meeting, determination of the number of members of the board, determination of the fees to be paid to the members of the board and auditor, as well as election of members of the board, chairman of the board and auditor as well as any deputy members of the board

The nomination committee of the Company proposes that the meeting resolves in accordance with the following;

• Jesper Schönbeck, member of the Swedish Bar Association, is proposed to chair the meeting.
• It is proposed that, for the period until the end of the next annual general meeting, the board shall consist of four (4) members without any deputy members of the board.
• For the forthcoming period of office, it is proposed that the members of the board shall be paid a total amount of SEK 675,000, of which SEK 225,000 shall be paid to the chairman of the board and SEK 150,000 shall be paid to each other member of the board elected by the meeting and who is not employed by the Company. It is proposed that auditor fees shall be paid in accordance with an approved invoice.
• The following members of the board are proposed for re-election: Robin Ahlström, Frans Boch, Ramanan Raghavendran and Björn C. Andersson. It is also proposed that Björn C. Andersson is re-elected as chairman of the board.
• The registered auditing company Ernst & Young AB is proposed for election as auditor for the period until the end of the next annual general meeting.

The nomination committee’s motivated statement for the proposal for board composition can be found below. Such statement together with information about the board members that are proposed for re-election can be found on the Company’s website (www.naxs.se).

The nomination committee’s proposal for principles for appointment of a nomination committee for the annual general meeting 2014

The nomination committee proposes that the annual general meeting shall resolve to adopt principles for the appointment of a nomination committee for the annual general meeting 2014 in accordance with the following.

The nomination committee shall have three members. The chairman of the board shall contact the two largest shareholders, with respect to voting power as per the end of the third quarter of the year. These two shareholders are offered to appoint one member each to the nomination committee, in which a member of the board also shall be a member. If any such shareholder chooses not to exercise its right to appoint a member, the right shall pass on to the shareholder who, after the aforementioned shareholder, has the largest shareholding. The chairman of the nomination committee shall be elected by and from the members of the nomination committee. However, a member of the board of the Company may not be chairman of the nomination committee.

If a shareholder, who has appointed a member of the nomination committee, sells a not insignificant part of its shareholding during the tenure of the nomination committee and thereby ceases to be a shareholder with rights to appoint a member of the nomination committee, the member appointed by such shareholder should resign from the nomination committee. Such member shall then be replaced by a member appointed by the shareholder who, based on voting power following the sale, is one of the two largest shareholders in the Company. If such shareholder does not exercise its right to appoint a member of the nomination committee, the procedure above shall be applicable.

In the event a member no longer represents the shareholder who appointed him or her, or in any other way is dismissed from the nomination committee prior to the completion of the nomination committee’s work, such shareholder shall be allowed to appoint a new member of the nomination committee.

No fees shall be paid to the members of the nomination committee. The nomination committee shall pursue the tasks that, according to the Swedish Code of Corporate Governance, are the responsibility of a nomination committee.

The nomination committee´s motivated statement regarding proposals for the board of NAXS Nordic Access Buyout Fund (publ)

The nomination committee has thoroughly discussed the demands, in terms of competence, experience and background, of the board of NAXS Nordic Access Buyout Fund AB (publ).

The nomination committee assesses that the proposed board, with regards to the company’s operations, current development and conditions in general, provides an appropriate composition. In assessing the proposed board members’ independence, it is the nomination committee’s opinion that the proposed composition of the board of NAXS Nordic Access Buyout Fund AB (publ) meets the independence requirements imposed by the Swedish Corporate Governance Code.

Stockholm, February 2013

The nomination committee of NAXS Nordic Access Buyout Fund AB (publ)