NOTICE OF PARTICIPATION

 

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

be entered in the share register maintained by VPC AB not later than by Friday, 5 August 2005, and

file notice with the Company's head office under address Addtech AB (publ), Box 602,
SE-101 32 Stockholm, by telephone +46-8-470 49 00, telefax +46-8-470 49 01, or to info@addtech.com not later than by 3:00 p.m., Monday, 15 August 2005. Such notice must contain the shareholder's name, personal registration number (organisation number), address, telephone number and information about the number of shares represented.

 

Shareholders whose shares are held in the name of a nominee must, in order to have the right to exercise their voting right at the Annual General Meeting, temporarily register their shares in their own name. Such re-registration must be completed not later than by Friday, 5 August 2005.

 

1.Opening of the Meeting.

2.Election of Chairman to preside over the Meeting.

3.Compilation and approval of the Electoral Register.

4.Approval of 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 the Audit Report, and the consolidated financial statements and the consolidated audit report.

8.Address of the President.

9.Resolutions

a)  regarding adoption of the income statement and the balance sheet and consolidated income statement and the consolidated balance sheet,

b)  regarding allocation of the Company's earnings according to the adopted balance sheet; and

c)  regarding discharge from responsibility for the Directors and the President.

10.Resolution regarding amendment of the Articles of Association.

11.Determination of the number of Directors.

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

13.Election of Directors.

14.Election of auditor.

15.Matter of establishing an election committee, such election committee's assignment and how the members of the election committee shall be appointed.

16.Resolution regarding authorisation for the Board of Directors to decide on buy-back and transfer of the Company's own shares.

17.Other matters.

18.Adjournment of the Annual General Meeting.

The regularly scheduled 2004 Annual General Meeting resolved to authorise the Chairman of the Board of Directors to appoint members among representatives of major shareholders to constitute a committee, together with the Chairman, for nomination for future election of directors. The nomination committee consists of Magnus Bakke, Robur Fonder, Anders Börjesson (Chairman of the Board of Directors), Mats Gustafsson, SEB Fonder, Tom Hedelius and Pär Stenberg.

 

The nomination committee, the members of which represent just over 47 percent of the votes in the Company, has offered the following proposal:

 

Anders Börjesson as Chairman to preside over the Meeting.

 

Six Directors.

 

12       Ratification of fees for the Board of Directors and the Auditors
An aggregate directors fee of SEK 1,300,000, to be distributed as follows: SEK 400,000 to the Chairman of the Board of Directors, SEK 300,000 to the Vice Chairman of the Board of Directors and SEK 200,000 to each of the other Directors appointed by the Annual General Meeting and not employed by the Company. No separate compensation is paid for committee work.

 

Audit fees will be paid according to approved invoice.

 

Re-election of Directors Roger Bergqvist, Anders Börjesson, Tom Hedelius, Urban Jansson and Lars Spongberg. New election of Eva Elmstedt. 

A presentation of the members of the Board of Directors will be found in the Annual Report for 2004/2005 and on the Company's Website.

 

For the period up to and including the regularly scheduled Annual General Meeting 2009 new election is proposed of registered audit firm KPMG Bohlins AB. KPMG Bohlins AB has reported that it intends to appoint Authorised Public Accountant George Pettersson as chief auditor.

 

The Nomination Committee is proposed to be replaced by an Election Committee.

The nomination committee proposes that 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 serve at regularly scheduled Annual General Meetings.

-   Directors.

-   Fees to Directors not employed by the Company.

-   As the case may be, election of registered audit firm and audit fees.

-   Principles for how the members of the Election Committee are appointed.

 

The nomination committee proposes that, until adjournment of the regularly scheduled 2006 Annual General Meeting, the election committee shall consist of five members and that the Chairman of the Board of Directors gets the assignment of contacting the shareholders with most votes not later than December, 31 2005, asking them to appoint members, who together with the Chairman of the Board of Directors constitute the election committee. Among its members the election committee will appoint a chairman. The composition of the election committee shall be announced not later than six months before the regularly scheduled 2006 Annual General Meeting. The election committee shall have the right to receive reasonable compensation from the Company out-of-pocket expenses incurred in evaluation and recruitment. The members of the election committee receives no compensation from the Company for their work.

 

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

 

 

The Board of Directors proposes a dividend to the shareholders of SEK 2.75 per share and Monday, 22 August 2005 as record day for receiving dividend. Subject to the Meeting's approval of the proposal, the dividend is expected to be remitted by VPC Thursday, 25 August 2005 to those whose names are entered in the share register on the record day.

 

The purport of the proposal of the Board of Directors is that:

-   no alternate Directors are appointed; and that

-   a registered auditing firm is elected as the Company's auditor.

 

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 regularly scheduled annual general meeting - to buy back the maximum number of class B shares whereby the Company's holding of its own shares would not exceed 10 percent of the number of shares outstanding from time to time. Purchases shall be effected over the Stockholm Stock Exchange at the price quoted at the time of purchase.

 

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 future 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 resolution of the Board of Directors. The authorisation includes a right to decide on a departure from the preferential right of shareholders and that payment may be effected in forms other than money.

 

The purpose of the buy-back is to provide the Board of Directors with an additional instrument to use in working with the Company's capital structure, and to enable the Company to pay for acquisitions using the Company's own shares. Holdings of shares in treasury also secure the Company's undertaking 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 9-10 and 16 of the agenda will be available at the Company's offices from Wednesday, 3 August 2005 and will be sent to shareholders who so request and provide a mailing address.

 

 

 

________________________

Addtech AB, P.O. Box 602, SE-101 32 Stockholm, Sweden.
Tel +46-8-470 49 00, Fax +46-8-470 49 01
www.addtech.com, info@addtech.com