Welcome to NCC’s Annual General Meeting 2017

The Annual General Meeting (AGM) of NCC AB (publ) will be held at Kungliga Musikhögskolan (Royal College of Music), Valhallavägen 105, Stockholm, on Wednesday April 5, 2017, at 4:30 p.m. (CET)

Registration at the Meeting will begin at 3:30 p.m. (CET) when light refreshments will be served.

Registration, etc.

Shareholders wishing to participate in the AGM, shall:

• be registered in the share register maintained by Euroclear Sweden AB on Thursday, March 30, 2017,
• notify their intention to attend the AGM by Thursday, March 30, 2017.

Notification can be made in writing to NCC AB c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, via NCC’s www.ncc.se website or by telephone to +46 8 402 92 54. Please state your name, personal identification number or corporate registration number, address, telephone number and the number of any advisors.

Shareholders whose shares are held in the name of a trustee must temporarily re-register the shares in their own name at Euroclear Sweden AB to be entitled to participate in the Meeting. Such registration must be completed no later than Thursday, March 30, 2017, and must be requested from the trustee in ample time prior to this date.

Proposed agenda

1. Opening of the Meeting.

2. Election of Chairman of the Meeting.

3. Preparation and approval of the list of shareholders entitled to vote at the Meeting.

4. Approval of the agenda.

5. Election of two officers, in addition to the Chairman, to verify the minutes.

6. Determination of whether the Meeting has been duly convened.

7. Presentation of the annual report and the auditors’ report, and the consolidated financial report and auditors’ report on the consolidated financial report.

8. The Address by the President and any questions related to this Address, as well as the Chairman of the Board’s account of the work conducted by the Board.

9. Motions concerning the adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet.

10. Motions concerning the disposition to be made of the company’s profit or loss as shown in the balance sheet adopted by the Meeting.

11. Motions concerning the discharge of the Members of the Board and the President from personal liability for their administration during the 2016 fiscal year.

12. Motions concerning the number of members of the Board to be elected by the AGM.

13. Determination of the fees to be paid to the Board members and auditor.

14. Election of members of the Board and Chairman of the Board.

15. Election of auditor.

16. Election of members of the Nomination Committee and of the chairman of the Nomination Committee.

17. The Board of Directors’ motion concerning resolutions regarding guidelines for determining the salary and other remuneration of Group Management.

18. The Board of Directors’ motion concerning resolutions regarding guidelines for a long-term performance-based incentive program plus the buyback and transfer of treasury shares.

19. A proposal by an individual shareholder that a policy be established for the company entailing the introduction of a zero vision for worksite accidents, as well as a proposal that the Board be tasked with appointing a work group in order to realize this vision and to annually submit a report to the AGM that is to be included in the printed Annual Report.

20. A proposal by an individual shareholder that a policy be established for the company entailing a vision of absolute equality between women and men at all levels, as well as a proposal concerning appointment of a work group with the task of working long term for the realization of this vision, and to carefully monitor development in the areas of both gender equality and ethnicity. Written feedback to the AGM on an annual basis, for example, by having the report included in the printed Annual Report.

21. A proposal by an individual shareholder that the Board be tasked with taking the actions necessary to establish, if possible, a shareholder association in the company.

22. A proposal by an individual shareholder that the Board be tasked with having a proposal formulated concerning representation of small and medium-sized shareholders on both the company’s Board and the Nomination Committee, as well as a proposal that the Board be assigned, by approaching the government, to make the government aware of the desirability to amend the Companies Act and thus make such representation possible.

23. A proposal by an individual shareholder that members of the Board be prohibited from invoicing their director fees via Swedish or overseas legal entities, as well as a proposal that the Board be assigned, by approaching the government and/the Swedish Tax Agency, to request that they focus their attention on changing regulations in the area in question.

24. A proposal by an individual shareholder that the Nomination Committee, when fulfilling its duties, will pay special attention to issues associated with ethics, gender and ethnicity.

25. A proposal by an individual shareholder concerning an amendment of the Articles of Association (Article 6, paragraph 3) as follows: Shares of both Series A and Series B carry one vote each; as well as a proposal that the Board be assigned to approach the government to inform it of the need to abolish the system of weighted voting in Swedish limited companies.

26. A proposal by an individual shareholder concerning an amendment of the Articles of Association (Article 9) by adding two paragraphs as follows: “A former government minister may not be appointed a member of the Board until two years have passed from the time the person concerned stepped down from his/her assignment.”

      “Other publicly elected, fully remunerated politicians may not be appointed a member of the Board until one year has passed from the time the person concerned stepped down from his/her assignment, unless extraordinary reasons give rise to an alternative course of action.”

27. A proposal by an individual shareholder that the Board be tasked, by approaching the government, to bring to its attention the need of the introduction of a nationwide period of quarantine for politicians.

Business according to above agenda includes proposals from an individual shareholder concerning amendments of the Articles of Association, as referred to in Chapter 7, Sections 43 and 45 of the Swedish Companies Act.

The complete motions will be available on NCC’s www.ncc.se website no later than March 14, 2017.

A notice convening the AGM will be published in Post- och Inrikes Tidningar and on NCC’s www.ncc.se website on Tuesday, February 28, 2017. Confirmation of the notice convening the AGM will be announced in Dagens Nyheter and Svenska Dagbladet on February 28, 2017:

Read the entire official notification in the enclosed PDF document.

For further information, please contact:

Johan, Bergman, Investor Relations Manager, +46 70 354 80 35

Anna Trane, Head of Corporate Media Relations, NCC, +46 70 884 74 69

NCC’s media line +46 8 585 519 00 or press@ncc.se

About NCC. Our vision is to renew our industry and provide superior sustainable solutions. NCC is one of the leading companies in construction, property development and infrastructure in Northern Europe, with sales of SEK 53 billion and 17,000 employees in 2016.