Notification to attend AGM
The shareholders of Acando AB (publ) are hereby convened to the Annual General Meeting of Shareholders (AGM) to be held at 3pm on Monday, 19 May 2008 at Salénhuset, Norrlandsgatan 15, Stockholm, Sweden.
Notification of intention to attend
Shareholders who wish to attend the AGM must
• be listed in the register of shareholders maintained by VPC AB (the Swedish Central Securities Depository) no later than Tuesday, 13 may 2008
• notify to the Company their intention to attend the AGM at the latest by 12 noon on Tuesday, 13 May 2008.
Notification of intention to attend may be made by one of the following ways:
- by telephone to +46 (0)8-699 70 00, weekdays 08.00-17.00 hrs
- by fax to +46 (0)8-699 79 99
- by post to: Acando AB, Box 5528, SE-114 85 Stockholm, Sweden
- via Acando's website: www.acando.com.
Notifications must include the shareholder's name, address, telephone number, personal ID number or corporate registration number, as well as the names of any assistants.
Shareholders represented by proxy must enclose a power of attorney for the proxy together with the notification to attend. Persons who represent a legal entity must produce a copy of the certificate of incorporation or similar document that states the company's authorised signatories.
Shareholders whose shares are registered with a trustee (through bank notary or other administrator) must ensure that they be temporarily entered in the register of shareholders held by VPC should they wish to exercise their voting rights at the AGM. Shareholders must inform their trustee of such well before 13 May 2008, date by which such temporary registration must be completed.
PROPOSED AGENDA
1. Election of chairman of the meeting.
2. Establishment and approval of a voting list.
3. Election of one or two persons to check and sign the minutes.
4. Approval of the agenda.
5. Determination as to whether the meeting has been duly convened.
6. Presentation of the annual accounts, the consolidated accounts and their respective audit reports, as well as the managing director’s report.
7. Resolutions in respect of:
a) Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;
b) Appropriation of the Company's profits according to the adopted balance sheet, and determination of the record date for payment of a dividend;
c) Discharge from liability for the members of the board of directors and the managing director.
8. Determination of number of board members and deputies, and the number of auditors and deputies.
9. Determination of remuneration of board members and the auditors.
10. Details of board-member candidates' positions in other companies, as well as election of board members and deputies.
11. Election of chairman of the board.
12. Election of auditor and deputies.
13. Determination of policy for the appointment of members of the nominating committee.
14. Resolution to authorise the board to adopt a new share issue.
15. Resolution to authorise the board to resolve the repurchase and transfer of own shares.
16. Proposal of the board regarding guidelines for the remuneration of senior executives.
17. Resolution concerning an incentive program 2008
a) Introduction of a share savings program 2008;
b) That the transfer of already acquired own class B shares may take place;
c) Should the AGM not adopt the above item b), that an equity swap agreement be entered into with a third party.
18 Closing of the meeting.
PROPOSED RESOLUTIONS
Proposed chairman of the AGM, number of board members, remuneration, as well as election of board members, board chairman and auditor (items 1, 8, 9, 10, 11 and 12)
The following proposals have been prepared by the Company's nominating committee composed of Ulf J. Johansson, Börje Bengtsson and Erik Sjöström.
The nominating committee proposes the following:
• That the chairman of the AGM be Ulf J. Johansson;
• That there be six board members elected by the AGM, without any deputies;
• That the remuneration of external board members be set at SEK 1,650,000 of which the chairman shall receive SEK 500,000 and the other members shall each receive SEK 200,000. The board shall also dispose of SEK 150,000 to be divided equally among committee members;
• That there be one auditor, and no deputy;
• That PricewaterhouseCoopers AB be re-elected as auditor up to the AGM held in 2011;
• That the remuneration of the auditors be in accordance with their agreed invoice;
• That the AGM re-elect Olof Englund, Ulf J. Johansson, Anders Skarin, Ulf Hedlundh, and Alf Svedulf as ordinary board members, and newly elect Birgitta Klasén as ordinary board member;
• That the AGM appoint Ulf J. Johansson as chairman of the board.
Information regarding all those proposed to be members of the board of Acando AB is available at www.acando.com.
Shareholders representing more than 53 percent of the total voting rights of the Company have declared that they support the aforementioned proposals.
Please find the complete notification on the website: www.acando.com
Documents
The annual report and audit report, as well as the board of directors' complete proposals as per item 17 above and the board of directors' statement with regard to the appropriation of profits and the auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act, as well as proxy forms, will be available at the Company's offices at Jakobsgatan 6, Stockholm, Sweden as of Monday, 5 May 2008. Shareholders who wish to have these documents sent to them by post may request such via email to info@acando.com
Stockholm, April 2008
The Board of Directors