Notice to attend extraordinary general meeting

The shareholders of Acando AB (publ)
are hereby convened to an extraordinary general meeting in Acando AB to be held at 3 pm on Wednesday 15 August 2007 at Salénhuset, Norrlandsgatan 15, Stockholm.

Notification of intention to attend
Shareholders who wish to attend the extraordinary general meeting shall:
be listed in the register of shareholders maintained by the VPC AB (the Swedish central securities depository) as of Thursday 9 August 2007, and
notify their intention to attend the extraordinary general meeting, to the company at the address Acando AB, Jakobsgatan 6, 111 52 Stockholm, no later than Thursday 9 August 2007 at 12.00 noon.

Notice can also be given by telephone at +46 8 699 70 00, by fax +46 8 699 79 99, by e-email at ir@acando.com or through Acando’s website www.acando.com. The notice shall state the name, address, telephone number and personal identification number or corporate registration number.

A shareholder who is represented by proxy shall enclose a power of attorney to the notice. Anyone who represents a legal entity shall demonstrate a corporate registration certificate or similar document of authority evidencing the authorised signatory.

A shareholder, whose shares are registered in the name of a nominee through a bank’s trustee department or other nominee, must request to be temporarily entered into the share register at the VPC in order to be entitled to exercise the voting rights at the meeting. The shareholder must inform the nominee to that effect well before Thursday 9 August 2007, at which date such entry must be executed.

PROPOSED AGENDA

1. Election of the chairman of the meeting.
2. Preparation and approval of the voting list.
3. Election of one or two persons approving the minutes.
4. Approval of the agenda.
5. Determination whether the meeting has been properly convened.
6. Resolution regarding the incentive programme, comprising:
A. implementation of a share saving programme;
B. transfers of own shares of series B after a share issue, repurchase and conversion to shares of series B of redeemable and convertible shares of series C (including amendment of the articles of association); and
C. if the general meeting does not resolve in accordance with item B above, entering into an equity swap agreement with a third party.
7. Closing of the meeting.




THE BOARD OF DIRECTORS’ PROPOSAL

Resolution regarding the incentive programme, comprising A. implementation of a share saving programme, B. transfers of own shares of series B after a share issue, repurchase and conversion to shares of series B of redeemable and convertible shares of series C (including amendment of the articles of association) and C. if the general meeting does not resolve in accordance with item B above, entering into an equity swap agreement with a third party (item 6)

Prior to the extraordinary general meeting the board of directors has consulted Acando’s major shareholders, including those who did not support the board of directors’ previous proposal at the annual general meeting 2007. As a consequence hereof, the board of directors has modified the previous proposal.

The board of directors therefore proposes that the extraordinary general meeting resolves on the implementation of a share saving programme in accordance with the guiding principles in item A. Since the costs for the company in connection with an equity swap agreement will be significantly higher than the costs that are expected in connection with transfers of own shares of series B after a share issue, repurchase and conversion to shares of series B of redeemable and convertible shares of series C, the board of directors proposes, as a main alternative, that the financial exposure that the Programme is expected to give rise to is secured by a share issue, repurchase and conversion to shares of series B of redeemable and convertible shares of series C in accordance with item B below, and alternatively, if so required, that the company enters into an equity swap agreement with a third party in accordance with item C below.

A. Implementation of a share saving programme
The board of directors proposes the implementation of a share saving programme (the ”Programme”) based on the below stated main terms and principles.

The Programme will comprise in total no more than 70 senior managers and other key employees in Acando principally domiciled in Sweden and the participants will, after a qualification period of slightly more than two and a half years and assuming an investment of their own in Acando shares, be given the opportunity to without consideration receive allotments of additional Acando shares, the number of which will depend partly on the number of Acando shares in the investment of their own, partly on whether certain performance conditions have been fulfilled. The term of the Programme is proposed to be slightly more than two and a half years.

Participation in the Programme assumes that the participant acquires and locks-in to the Programme shares of series B in Acando (“Saving Shares”). For each acquired 1.6 Saving Share the participant is entitled to from Acando or from another company within the Acando group without consideration, after a qualification period of slightly more than two and a half years, receive an allotment of one share of series B in Acando (“Matching Share”). Dependent on fulfilment of certain performance conditions, linked to Acando’s earnings per share before taxes but after minority interests for the financial years 2007-2009, the participant is entitled to for each acquired 1.6 Saving Share without consideration receive an allotment of an additional number of no more than three shares of series B in Acando (“Performance Share I”, “Performance Share II” and “Performance Share III”).

Matching Shares and Performance Shares may be allotted under the Programme during a certain shorter period after the company’s announcement of the interim report for the first quarter 2010.

A prerequisite for the participant’s right to receive allotments of Matching Shares and Performance Shares is that the participant continues to be employed within the Acando group during the whole qualification period and that the participant, during this period, has retained the Saving Shares that have been locked-in to the Programme. A prerequisite to receive allotment of Performance Shares is in addition that the above-mentioned performance conditions are fulfilled.

The Programme shall comprise no more than 250,000 Matching Shares and no more than 750,000 Performance Shares, of which no more than 250,000 shall comprise of each of Performance Share I, Performance Share II and Performance Share III, corresponding to in total no more than 1,000,000 shares of series B in Acando. A resolution on participation in the Programme and the maximum number of Matching Shares and Performance Shares each participant may receive allotment of, will be taken by the board of directors and is intended to occur no later than during October 2007. On that occasion the employee’s performance and position within and importance for the Acando group will, among other things, be taken into consideration.

The CEO will within the Programme be able to acquire no more than 30,000 Saving Shares, other members of the group management or other similar positions (approximately four individuals) each no more than 16,000 Saving Shares, Business Area Managers (approximately five individuals) each no more than 11,200 Saving Shares, a fourth category (approximately eight individuals) each no more than 7,520 Saving Shares and other key individuals (approximately 52 individuals) each no more than 3,760 Saving Shares.

Any resolution on participation in the Programme is conditional upon that it, in the company’s judgement, can be offered with reasonable administrative costs and financial efforts. Prior to the allotment of Performance Shares the board of directors shall assess whether the allotment is reasonable in relation to the company’s financial result, position and development compared with competitors and other circumstances. The participant’s maximum gross profit per Matching Share and Performance Share shall in that connection be limited to three times the share price of the shares of series B in Acando at the time of the commencement of the qualification period, wherefore the number of Performance Shares that are allotted to the participant may be decreased proportionally in order to achieve the mentioned limitation.

The number of Matching Shares and Performance Shares will be subject to recalculation as a result of an intervening bonus issue, split, rights issue and/or similar events.

The board of directors, or a committee appointed by the board of directors, shall by application of the above guidelines be entitled to resolve on the detailed terms of the Programme.

The maximum number of shares of series B in Acando that may be comprised by the Programme amounts to approximately 1.25 per cent of the number of issued shares after dilution and approximately 0.89 per cent of the number of votes after dilution.



B. Transfers of own shares of series B after a share issue, repurchase and conversion to shares of series B of redeemable and convertible shares of series C (including amendment of the articles of association)

I) Amendment of the articles of association
The board of directors further proposes that the articles of association are amended to the effect that a new class of shares, named share of series C, can be issued, each share entitling to one (1) vote. A share of series C does not entitle to any dividend and is redeemable on the initiative of the company’s board of directors. In case of redemption, the share redemption amount shall be the share’s quotient value, indexed with an interest factor of Stibor for the relevant period supplemented by 2.00 percentage units. A share of series C may further, after a decision by the company’s board of directors, be converted to a share of series B.

II) Directed cash issue
The board of directors further proposes that the company’s share capital is increased with SEK 1,250,000.50 by way of an issue of 1,000,000 shares of series C, each share having a quotient value of SEK 1.250000013.

In addition, the following main conditions shall apply in relation to the issue. The new shares shall – with deviation from the shareholders’ preferential rights – be subscribed only by Nordea Bank AB. The amount payable for each new share shall be SEK 1.250000013 per share, corresponding to the share’s quotient value. The new shares shall be subscribed and paid for no later than 31 December 2007, with a right for the board of directors to prolong the time for prescription and payment.

III) Authorisation for the board of directors to decide on a directed offer to acquire own shares
The board of directors further proposes that the board of directors is authorised to decide on acquisitions of shares of series C in Acando on the following main terms. Acquisitions may be made through a public offer directed to all owners of shares of series C in Acando. The authorisation may be exercised until the annual general meeting 2008. The number of shares of series C that may be acquired shall amount to 1,000,000. Acquisitions shall be made at a lowest price of SEK 1.250000013 and a highest price of SEK 1.35 per share. Payment for the acquired shares shall be made in cash. The board of directors shall be entitled to establish additional terms for the acquisition.

IV) Transfers of acquired own shares of series B
The board of directors intends, after a completed acquisition in accordance with item III above and based on a provision in the articles of association, to decide on a conversion of all shares of series C to shares of series B.

The board of directors further proposes that transfers of the company’s own shares of series B may be made on the following main terms. Transfers may only be made of shares of series B in Acando, whereby no more than 1,000,000 shares of series B may be transferred without consideration to the participants in the Programme. Further, subsidiaries shall be entitled to without consideration acquire shares of series B, in which case such company shall be obliged to, in accordance with the terms of the Programme, immediately transfer the shares to such individuals within the Acando group that participates in the Programme. Transfers of shares of series B shall be made without consideration at the time and on the additional terms that participants in the Programme are entitled to acquire shares, i.e. during a certain shorter period after the company’s announcement of the interim report for the first quarter 2010. The number of shares of series B that may be transferred under the Programme will be subject to recalculation as a result of an intervening bonus issue, split, rights issue and/or similar events.

Due to that the Programme in principle is not expected to give rise to any initial social security costs for Acando or any of its subsidiaries, the board of directors has decided not to propose to the general meeting to resolve on transfers of own shares of series B in order to cover costs for arisen social security costs. Prior to transfers of shares of series B under the Programme, the board of directors does however intend to propose to a future general meeting that transfers shall be made of own shares of series B in order to cover at that time arisen social security costs.

C. Equity swap agreement with a third party
The board of directors further proposes that the extraordinary general meeting, in case the necessary majority will not be obtained for item B. above, resolves to secure the financial exposure that the Programme is expected to give rise to by way of the company entering into an equity swap agreement with a third party, whereby the third party in its own name on the OMX Nordic Exchange Stockholm shall acquire and transfer shares in the company – including shares to cover costs, mainly social security costs – to such employees who are comprised by the Programme.

Conditions
The meeting’s resolution on the implementation of the Programme according to item A. above is conditional upon that the meeting either resolves in accordance with the board of directors’ proposal under item B. above or in accordance with the board of directors’ proposal under item C. above.

Majority requirements
The meeting’s resolution on the implementation of the Programme according to item A. above requires simple majority among the votes cast at the meeting. A valid resolution under item B. above requires that shareholders representing not less than 90 percent of the votes cast as well as the shares represented at the meeting approve the resolution. A valid resolution under item C. above requires simple majority among the votes cast at the meeting.

The reason for the deviation from the shareholders’ preferential rights
The reason for the deviation from the shareholders’ preferential rights is that the board of directors wishes to create conditions for retaining and recruiting key employees. Moreover, an individual long-term owner engagement among the participants in the Programme is expected to stimulate an increased interest for the business and the result, increase the motivation and increase the sense of belonging to the company. The board of directors considers that implementation of an incentive programme in accordance with the above is advantageous for the company and the shareholders. The Programme will constitute a competitiveness and motivation increasing incentive for senior managers and other key employees within the group.

The Programme has been designed to reward participants for an increased shareholder value by way of offering acquisitions of shares of series B which are based on fulfilment of established result and business related conditions. Allotments require in addition a private investment by each participant by way of the participant paying market price for the shares of series B. Through connecting the employees’ compensation to the company’s results and value development, the long-term value growth of the company is rewarded. Based on this the board of directors considers that the implementation of the Programme has a positive effect on the Acando group’s continued development and is thus advantageous for the shareholders as well as for the company.

The share issue, the acquisition of shares of series C and the transfers of shares of series B in accordance with item B. above, form part of the accomplishment of the proposed Programme. Therefore, and in light of the above, the board of directors considers it to be advantageous for the company and the shareholders that the participants in the Programme are offered to become shareholders in the company. For the purpose of minimising the company’s costs for the Programme, the subscription price has been fixed at the quotient value of the share.

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Finally, the board of directors proposes that the board of directors or the person appointed by the board of directors shall be authorised to make such minor adjustments of the resolutions above that may be necessary in connection with the registration with the Swedish Companies Registration Office and the VPC, respectively.

Documents
The board of directors’ complete proposal, the board of directors’ report pursuant to Chapter 13 Section 6 and Chapter 19 Section 24 of the Swedish Companies Act and the auditor’s statement thereto, the board of directors’ statement pursuant to Chapter 19 Sections 22-23 of the Swedish Companies Act, proxy form pursuant to Chapter 7 Section 54 a of the Swedish Companies Act and the annual accounts and auditor’s report, are held available at the company’s office, address Jakobsgatan 6, 111 52 Stockholm, as from Wednesday 1 August 2007. Shareholders wishing to have these documents sent to them, may notify this through the e-mail address: info@acando.com.

Stockholm in July 2007

The board of directors