Shareholders who wish to participate in the proceedings of the Annual General Meeting must

 

be entered in the shareholders' register maintained by VPC AB no later than Tuesday, 21 August 2007, and;

 

notify the Company's head office under address Addtech AB (publ), Box 602, SE-101 32 Stockholm, Sweden by

    telephone +46-8-470 49 00, or by telefax +46-8-470 49 01 or by e-mail to info@addtech.com no later than by

    3:00 p.m., Thursday, 23 August 2007. Such notice must contain the shareholders' name, personal registration

    number (company number), address, telephone number and the number of shares represented. Data submitted in

    the notice will be subject to data processing and will be used solely for the 2007 Annual General Meeting.

 

Shareholders whose shares are registered under a trustee must temporarily register their shares in their own name in order to exercise their voting rights at the Annual General Meeting. Such changes in registration must be completed no later than Tuesday, 21 August 2007.

 

Where participation is based on a proxy, such proxy must be submitted to the Company well in advance of the Annual General Meeting. Proxies for legal entities must also submit a certified copy of a certificate of incorporation or equivalent document evidencing authority. The Company provides a proxy form to the shareholders and such form is available at the Company's head office, or on the Company's Internet website.

 

The total number of shares and votes in the Company as of 21 August 2007 amounts to 23,632,832 and 33,567,158, respectively. Class A shares entitle their holder to ten (10) votes and class B votes entitle their holders to one (1) vote.

 

 

1.          Opening of the Meeting.

 

2.          Election of chairman to preside over the Meeting.

 

3.          Compilation and approval of Electoral Register.

 

4.          Approval of the proposal of the Board of Directors for agenda.

 

5.          Election of one or two persons to approve the Minutes to be taken at the Meeting.

 

6.          Determination of whether or not the Meeting has been duly called.

 

7.          Presentation of the Annual Accounts and Audit Report and the consolidated financial statements and the

             consolidated Audit Report.

 

8.          Address by the President.

 

9.          Resolutions

 

            a)  regarding adoption of the Income Statement and the Balance Sheet and the Consolidated Income 

                 Statement and the Consolidated Balance Sheet;

 

            b) regarding allocation of the Company's earnings in accordance with the duly adopted Balance Sheet; and

 

            c) regarding discharge from liability for the members of the Board of Directors and the President.

 

10.       Report on the work of the Election Committee.

 

11.       Determination of the number of directors.

 

12.       Ratification of fees for the Board of Directors and the auditors.

 

13.       Election of directors and Chairman of the Board of Directors.

 

14.       Resolution regarding the Election Committee, how members of the Election Committee are to be appointed

            and the assignment of the Election Committee.

 

15.       Resolution regarding guidelines for compensation of member of senior management.

 

16.       Resolution regarding authorisation for the Board of Directors to decide purchase and conveyance of own

            shares.

 

17.      Other matters.

 

18.      Adjournment.

The 2006 Annual General Meeting resolved to give the Chairman of the Board of Directors the assignment of contacting the five known largest shareholders by vote and to request them to appoint members who together with Chairman of the Board of Directors will constitute the Election Committee for future election of directors. The Election Committee consists of Anders Börjesson (Chairman of the Board of Directors), Björn Franzon, representing the Fourth AP Fund, Tom Hedelius, Marianne Nilsson, representing Swedbank Robur and Pär Stenberg.

 

The Election Committee, the members of which represents more than 48 percent of the votes in the Company, has entered the following proposal:

 

 

Anders Börjesson as Chairman to preside over the Meeting.

 

 

Six directors.

 

 

Total fees to the Board of Directors of SEK 1,475,000, to be distributed as follows: SEK 450,000 to the Chairman of the Board of Directors, SEK 350,000 to the Vice Chairman of the Board of Directors, and SEK 250,000 to each of the other directors appointed by the Annual General Meeting and not employed by the Company. No fees are payable for committee work.

 

Audit fees will be paid according to approved invoice.

 

 

Re-election of directors Roger Bergqvist, Anders Börjesson, Eva Elmstedt, Tom Hedelius, Urban Jansson and Lars Spongberg. Anders Börjesson to be appointed to serve as Chairman of the Board.

 

Descriptions of the members of the Board of Directors will be found in the Company's Annual Report for 2006/2007 and at the Company's website.

 

 

It is proposed that the Election Committee will consist of five members and that the Chairman of the Board of Directors gets the assignment of contacting the Company's five largest known shareholders by vote as of 31 December 2007 requesting them to appoint members who together with the Chairman of the Board of Directors will constitute the Election Committee. The Election Committee will appoint a chairman among its members. The composition of the Election Committee shall be announced not later than six months before the 2008 Annual General Meeting.

 

The mandate period of the Election Committee shall extend until a new election committee has been appointed. The Election Committee shall have the right to receive reasonable compensation for out-of pocket expenses incurred in the process of evaluation and recruitment. The members of the Election Committee receive no compensation from the Company for their work.

 

The assignment of the Election Committee shall include evaluation of the composition and work of the Board of Directors, and provide proposals to the Annual General Meeting in respect of:

 

         Chairman to preside over the Annual General Meeting;

         Directors and Chairman of the Board of Directors;

         Director's fees to directors not employed by the Company;

         As the case may be, election of a registered audit firm and audit fees; and

         Principles for how members of the Election Committee are to be appointed.

 

In the event that a member of the Election Committee resigns or is prevented from fulfilling the assignment, the remaining members shall, where the Election Committee so decides, among the shareholders of the Company, appoint a suitable replacement to the Election Committee for the remaining mandate period.

 

PROPOSAL OF THE BOARD OF DIRECTORS WITH RESPECT TO RESOLUTIONS UNDER ITEMS 9b, 15 and 16 

 

 

The Board of Directors proposes a dividend to the shareholders of SEK 6.00 per share and Thursday, 30 August 2007 as record day for receipt of dividend. Subject to approval by the Annual General Meeting in accordance with the proposal, the dividend is expected to be paid via VPC Tuesday, 4 September 2007 to shareholders of record on the record day.

 

 

The Board Directors proposes that the Annual General Meeting proposes guidelines for compensation of members of senior management essentially as follows:

 

The guidelines shall apply to compensation to the President and the other members of Addtech's Group management ("Group Management").

 

Addtech strives to offer total compensation which is reasonable and competitive and which thereby serves to attract and retain qualified associates. The total compensation, which varies in relation to the individual's and the Group's performance, may consist of the components set out below.

A fixed salary shall constitute the basis for the total compensation. The salary shall be competitive and reflect the responsibility involved in the work. The fixed salary shall be reviewed on an annual basis.

Variable compensation is based on the Group's earnings growth. The annual variable portion may be for a maximum of 40 percent of the fixed salary.

 

The Board of Directors will evaluate on an annual basis whether or not a long-term incentive programme shall be proposed and if such is the case, whether or not the proposed long-term incentive programme shall include conveyance of shares in the Company.

 

Retirement pension, health care benefits and medical benefits shall be designed in such a way as to reflect rules, regulations and established practice in the marketplace. Pension plans shall be defined contribution pension plans to the greatest extent possible.

Other benefits may be provided to individual members or the entire Group Management and will be designed relative to established practice in the marketplace. These benefits shall not constitute a significant portion of total compensation.

Members of Group Management are obliged to observe a 6-month period of notice in the event of termination at the initiative of the employee and shall have a right to 12 months period of notice in the event of termination at the initiative of the Company. In the event of termination at the initiative of the Company, members of Group Management shall have the right to a severance payment equivalent to a maximum of 12 months salary, in addition to salary and other employment benefits. No severance payment shall be payable in the event of termination at the initiative of the employee.

 

The Board of Directors shall have the right to deviate from the above mentioned guidelines in individual cases and where special reasons exist.

The Compensation Committee appointed by the Board of Directors prepares and compiles proposals to the Board of Directors for compensation to the President. Based on proposals by the President, the Compensation Committee makes decisions regarding compensation to the other members of Group Management. The Board of Directors is informed of the decisions of the Compensation Committee.

 

 

The Board of Directors proposes that the Annual General Meeting passes a resolution authorising the Board of Directors to decide - during the period until the next following Annual General Meeting - to repurchase up to the maximum number of class B shares so that the Company's holding of own shares in treasury at no time exceeds 10 percent of the total number of shares outstanding in the Company. Purchases shall be made over the Stockholm Stock Exchange at the current share price.

 

The Board of Directors further proposes that the Annual General Meeting authorises the Board of Directors - during the period until the next following regularly scheduled Annual General Meeting - to sell its own shares held in treasury in conjunction with acquisitions of companies or businesses in ways other than over the Stockholm Stock Exchange. The authorisation may be exercised on one or more occasions and includes any and all shares held in treasury by the Company at the time of the decision of the Board of Directors. The authorisation includes a right to decide on a deviation from the preferential right of shareholders and that payment may be effected in forms other than money.

 

The purpose of repurchasing own shares is to allow for adaptation of the Company's capital structure, and also to enable the Company to pay for acquisitions using the Company's own shares. The holding of own shares in treasury also secures the Company's obligations under the option programme for members of senior management resolved in December 2001.

________________________

 

The financial statements, the audit report and the complete proposals of the Board of Directors for resolutions under items 9b (including the statement of the Board of Directors pursuant to Chapter 18, Section 4 of the Swedish Companies Act), 15 (including statement by the auditor pursuant to Chapter 8, Section 54 of the Swedish Companies Act) and 16 (including statement by the Board of Directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act) of the agenda will be available at the Company's offices from Monday, 13 August 2007 and will be sent to shareholders who so request and provide their mailing address. These documents and the proposal of the Election Committee will also be available at the Company's website under address www.addtech.com from the same point in time.