Notice to Attend an Annual General Meeting of the Shareholders of Europolitan Holdings AB (publ)

5/23/2002 4:45 AM EST

Notice to Attend an Annual General Meeting of the Shareholders of
Europolitan Holdings AB (publ)

The shareholders of Europolitan Holdings AB (publ) are hereby given
notice to attend an annual general meeting of the shareholders on
Tuesday, 25 June 2002, at 2:00 pm at Quality Hotel Globe, Arenaslingan
7, in Stockholm.

Notice
Shareholders who wish to participate at the shareholders meeting must be
registered in the shareholders register maintained by VPC AB on Friday,
14 June 2002, and submit notice of their intention to participate at the
shareholders meeting not later than 1:00 pm on Wednesday, 19 June 2002
to the following address: Europolitan Holdings AB, 116 88 Stockholm, by
fax +46 455 331188, by telephone: +46 8 410 160 00, or by e-mail
 . The notice should state your name, national
identification number or company number, address, and telephone number.

In order to be entitled to participate at the company meeting,
shareholders who have had their shares nominee-registered through a
bank's notary department or other nominee must temporarily have such
shares to be registered in their own name in the shareholders register
maintained by VPC AB. Such re-registration should be requested of the
nominee in due time and must be effected not later than Friday, 14 June
2002.

Business
1. Election of a chairman for the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda
4. Election of one or two persons who shall agree the minutes
5. Determination of whether the meeting was duly convened
6. Presentation of the annual report and auditor's report and the
consolidated financial statements and the auditor's report for the group
7. Address by the Managing Director
8. Resolutions regarding:
a) the adoption of the income statement and the balance sheet and
the consolidated income statement and consolidated balance sheet,
b) allocation of the company's profits in accordance with the
adopted balance sheet, and
c) release from liability of members of the Board of Directors and
the Managing Director for the period covered by the accounts.
9. Determination of the number of members of the Board of
Directors and alternate members to be appointed by the meeting
10. Determination of fees for the members of the Board of Directors and
auditors
11. Election of the members of the Board of Directors and alternate
members
12. Resolution regarding amendment of the articles of association
regarding company name
13. Other matters
14. Closing of the meeting
15.
Proposed Resolutions
8 b. Dividends
The Board of Directors proposes that no dividend is given for the
2001/2002 financial year.
The proposal is motivated by the large investments that are required for
the building of the
UMTS-network during the financial years to come.

9. Determination of the number of members of the Board of Directors and
alternate members
The Nomination Committee appointed by the Board of Directors has
proposed that the Board of Directors consists of eight members elected
by the shareholders meeting and two alternate members elected by the
shareholders meeting.

The Vodafone Group, which owns shares representing approximately 71
percent of the total voting capital of the Company, has notified the
Company of its intention to vote in accordance with the Nomination
Committee's proposal.

10. Determination of fees for the members of the Board of Directors
and auditors
The Vodafone Group, which owns shares representing approximately 71
percent of the total voting capital of the Company, has notified the
Company of the following proposal. It is proposed that a fee of SEK
2.400.000 be designated to the Board of Directors to be distributed
between the members as decided by the Board of Directors, and that fees
to the auditors be paid pursuant to invoice.

11. Election of members and alternate members to the Board of Directors
By the Board of Directors appointed Nomination Committee has notified
the company of the following nominations to the Board of Directors. It
is proposed that Peter Bamford, Devin Brougham, Stefan Elving, Tim
Harrabin, Ulf J. Johansson and Ulf Spendrup be re-elected to the Board
of Directors, and that Pauline Best and Edward Langston be newly elected
to the Board of Directors. The members of the Board of Directors Jeremy
Forword and Ian Maxwell have declined re-election.

It is proposed that Jon Risfelt and David Smithwhite be re-elected as
alternate members.

The Vodafone Group, which owns shares representing approximately 71
percent of the total voting capital of the Company, has notified the
Company of its intention to vote in accordance with the Nomination
Committee's aforementioned nominations.

12. Resolution regarding amendment of the articles of association
regarding company name
The Board of Directors proposes that the shareholders meeting adopt a
resolution according to which the company name is amended to Europolitan
Vodafone AB and that § 1 of the articles of association in accordance
with this is amended to the following wording: "The company name is
Europolitan Vodafone AB".

The adoption of resolutions in accordance with this section 12 requires
the support of shareholders representing not less than two thirds of the
votes cast as well as shares represented at the meeting.

Stockholm, May 2002
Europolitan Holdings AB (publ)
Board of Directors