Notice of Annual General Meeting in Pomegranate Investment AB

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO ANY U.S. PERSON

The shareholders in

Pomegranate Investment AB (publ)

are hereby summoned to the annual general meeting to be held on 15 May 2017 at 3 p.m. at the offices of Advokatfirman Vinge, Norrlandsgatan 10, Stockholm

Notification, etc.

Shareholders who wish to participate in the general meeting must:

firstly        be included in the shareholders’ register maintained by Euroclear Sweden AB as of 9 May 2017; and

secondly   notify the company of their participation in the general meeting no later than 9 May 2017. The notification shall be in writing via email to agm@pomegranateinvestment.com or in writing to the company’s address Pomegranate Investment AB, Hovslagargatan 5 3tr, SE-111 48, Stockholm, Sweden or by telephone to +46 8 545 015 50. The notification shall state the name, personal/corporate identity number, shareholding, address and daytime telephone number, and, where applicable, information about representatives, counsel or assistants. Where a shareholder is represented by proxy, the notification must be accompanied by complete authorization documents, such as powers of attorney, registration certificates and/or corresponding documents.

Nominee registered shares

Shareholders whose shares have been registered in the name of a bank or securities institute must temporarily re-register their shares in their own names with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Shareholders wishing such re-registration must inform their nominee of this well before 9 May 2017, when such re-registration must have been completed.

Proxy, etc.

Shareholders represented by proxy shall issue a dated and signed 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 a corresponding document for the legal entity shall be appended. The power of attorney is valid for a maximum of one year after the issuance or for the duration indicated in the power of attorney, whichever is longer, but not for more than five years after issuance. The registration certificate, where applicable, may not be older than one year. The power of attorney in original and, where applicable, the registration certificate, should be submitted to the company by mail at the address set forth above well in advance of the general meeting. A proxy form is available at the company’s website, www.pomegranateinvestment.com , and will be sent to shareholders who so request and inform the company of their postal address.

Proposed agenda

  1. Opening of the meeting;
  2. Election of Chairman of the meeting;
  3. Preparation and approval of a voting list;
  4. Approval of the agenda;
  5. Election of one or two people to verify the minutes;
  6. Determination of whether the meeting has been duly convened;
  7. Presentation of the company’s annual report and the auditor’s report as well as, if applicable, the group consolidated annual accounts and group auditor’s report;
  8. Approval of the profit and loss statement and balance sheet and, if applicable, group profit and loss statement and group balance sheet;
  9. Resolution on treatment of profit or loss in accordance with the approved balance sheet;
  10. Resolution on discharge from liability of directors and, if applicable, the Managing Director;
  11. Determination of remuneration to the board and auditor;
  12. Determination of the number of members and alternate members of the board of directors and auditors and alternate auditors;
  13. Election of board of directors and auditors and any alternate auditors;
  14. Resolution to amend the articles of association;
  15. Closing of the meeting.

Resolution on allocation of the company’s profits or losses in accordance with the adopted balance sheet (item 9)

The board of directors proposes that the company’s results shall be carried forward.

Determination of remuneration to the board and auditor (item 11)

Shareholders representing 7.2% of the outstanding shares in the company proposes that the annual remuneration to each board member shall amount to EUR 5,000 and EUR 10,000 to the chairman of the board. The remuneration may be invoiced through a company in a way that is cost neutral for Pomegranate Investment.

It is further proposed that the company’s auditor shall be remunerated upon approval of their invoice.

Determination of the number of members and alternate members of the board of directors and auditors and alternate auditors (item 12)

Shareholders representing 7.2% of the outstanding shares in the company proposes that the number of members of the board of directors shall be five (5) with no alternate members.

It is further proposed that the company shall have one auditor or one registered audit company and no alternate auditors.

Election of board of directors and auditors and any alternate auditors (item 13)

Shareholders representing 7.2% of the outstanding shares in the company proposes that Per Brilioth, Anders F. Börjesson, Mohsen Enayatollah, Nadja Borisova and Igor O. Gorin are re-elected as members of the board of directors and that Per Brilioth is re-elected chairman of the board of directors.

It is further proposed that the company’s auditor, the registered audit company PricewaterhouseCoopers AB, is re-elected until the end of the next annual general meeting.

Resolution to amend the articles of association (item 14)

The board of directors proposes that the meeting resolves to amend 12 § of the articles of association to the following wording:

The company’s financial year shall comprise 1 May – 30 April.

The resolution is conditional upon that the necessary approvals for the amendment is obtained from the Swedish Tax Agency.

Miscellaneous

A resolution in accordance with item 14 shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the meeting.

________________________

The annual report, the auditor’s report and the proposal under item 14 above will as from 24 April 2017 be held available at the company’s office, Hovslagargatan 5, 111 48 Stockholm and be sent to shareholders that so request and inform the company of their postal address.

__________________________

Stockholm, April 2017

Pomegranate Investment AB (publ)

The board of directors


This communication may not be distributed in the United States or to any “U.S. person”, including any U.S. citizen or permanent resident (‘green card holder’) or any entity organised in the United States, whether located inside or outside the United States. Pomegranate shares represent an investment in Iran that is not suitable for U.S. persons.

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