NOTICE OF PARTICIPATION

 

Shareholders who wish to participate in the Annual General Meeting must

• be entered in the share register kept by VPC AB no later than Wednesday 16 August 2006,

To be able to exercise their voting rights at the Annual General Meeting, shareholders whose shares are held in the name of a nominee must temporarily register their shares in their own name. Such re-registration must be completed no later than Wednesday 16 August 2006.

 

If participation is to occur by proxy, the proxy must be sent in to the Company well in advance of the Annual General Meeting. Representatives of legal entities must also submit a certified copy of the registration certificate or corresponding authorising documents.

 

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 of the Meeting
6. Determination of whether the Meeting has been duly called
7. Presentation of the Annual Report and the Audit Report, and of the Consolidated Financial Statements and Consolidated Audit Report
8. Address by the President
9. Resolutions
   1. regarding adoption of the Income Statement and Balance Sheet, and of the Consolidated Income Statement and Consolidated Balance Sheet
   2. regarding allocation of the Company's earnings as per the adopted Balance Sheet
   3. regarding the discharging of the Directors and the President from personal liability
10. Report on the activities 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
14. Resolution regarding the Election Committee, how the members of the Election Committee are to be appointed, and the duties of the Election Committee.
15. Resolution regarding principles governing compensation and other terms of employment for senior executives
16. Resolution regarding amendment of the Articles of Association
17. Resolution regarding share capital reduction and bonus issue
18. Resolution regarding authorisation for the Board of Directors to make decisions regarding buybacks and transfers of the Company's own shares
19. Other business
20. Adjournment of the Meeting

 

The regularly scheduled Annual General Meeting in 2005 resolved to authorise the Chairman of the Board of Directors to appoint members from among representatives of major shareholders to constitute a committee, together with the Chairman, to make nominations for future elections of Directors. The Election Committee consists of Magnus Bakke, Robur Fonder, Anders Börjesson (Chairman of the Board of Directors), Björn Franzon, Fjärde AP-fonden, Tom Hedelius and Pär Stenberg.

 

The Election Committee, whose members represent approximately 50 percent of the votes in the Company, has issued the following proposals:

 

 

Anders Börjesson proposed as Chairman to preside over the Meeting

 

 

Six members

 

 

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 will be paid 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.

 

A presentation of the members of the Board of Directors can be found in the Annual Report for 2005/2006, and on the Company's website.

 

 

It is proposed that the Election Committee consist of five members until the end of the 2007 Annual General Meeting, and that the Chairman of the Board of Directors be called upon to contact the five biggest shareholders in terms of votes known to the Company as of 31 December 2006 and ask them to appoint members, and to constitute the Election Committee along with the Chairman of the Board of Directors. The Election Committee shall appoint a committee chairman from among its members. The composition of the Election Committee shall be made public no later than six months before the 2007 Annual General Meeting. The Election Committee shall be entitled to receive from the Company reasonable reimbursement of its evaluation and recruiting costs. The members of the Election Committee will receive no compensation from the Company.

 

The duties of the Election Committee shall include evaluating the composition of the Board of Directors and its activities, and presenting proposals to the Annual General Meeting in respect of:

 

-                 a person to preside over the Annual General meeting

-                 Directors

-                 fees to Directors not employed by the Company

-                 when applicable, selection of registered audit firm and setting of audit fees

-                 principles governing the appointment of members to the Election Committee

 

In the event that a member of the Election Committee resigns or is unable to discharge his/her duties, the remaining members shall appoint, from among the Company's shareholders, a suitable replacement to the Election Committee for the remainder of its mandate period.

 

 

 

The Board of Directors proposes a shareholder dividend of SEK 4.00 per share, with Friday 25 August 2006 as the record date for receiving the dividend. Subject to the Annual General Meeting's agreement with this proposal, the dividend is expected to be distributed by VPC (the Swedish Central Security Depository) on Wednesday 30 August 2006 to those whose names are entered in the share register as of the record date.

 

 

The Board of Directors proposes that the principles governing compensation and other terms of employment for the Group management be formulated in such a way as to ensure that the Addtech Group can offer competitive, market-level compensation capable of attracting and keeping qualified employees.

The Group management compensation comprises a fixed salary, an adjustable salary, other benefits and a stock-related employee option program. These various components are intended to create a well-balanced compensation and benefits package which is reflective of the individual's performance and responsibilities, and of the Group's earnings growth.

The Board's proposal entails that the Company shall, in all essentials, continue to apply its current principles governing compensation and other terms of employment for the Group management, as set out in the Annual Report for the 2005/2006 fiscal year.

 

 

The Board of Directors proposes changes in the Articles of Incorporation, including changes based on a new Swedish Companies Act having taken effect on 1 January 2006.

 

The amendments to the Articles of Association entail essentially the following:

§ 4

Amended so that the Company's share capital range shall extend from a minimum of forty (40) million Swedish kronor to a maximum of one-hundred and sixty (160) million Swedish kronor.

 

§ 5

Amended so that information regarding the nominal amount will be replaced with information regarding the minimum and maximum numbers of shares, i.e. a minimum of twenty (20) million and a maximum of eighty (80) million shares.

 

§ 6

Amended so that the preferential rights associated with offset issues will be the same as those associated with cash issues, and so that preferential rights will also pertain in connection with issues of subscription options and convertible instruments.

 

The provisions concerning Series C shares will be deleted.

 

§ 8

Amended so that the information regarding the mandate period for the Directors is deleted, as it follows from the Swedish Companies Act (2005:551).

 

§ 10

Amended so that the information regarding the mandate period for the Auditor is deleted, as it follows from the Swedish Companies Act (2005:551), and to make it possible for an auditor elected for a four-year period to be re-elected for a three-year period.

 

§ 12

Amended so that "Ordinary General Meeting" is replaced with "Annual General Meeting", and so that Item 9 also covers the setting of the fees for the auditor.

 

§ 13

Amended so that "Ordinary General Meeting" is replaced with "Annual General Meeting", and so that the provision states that notice of the Meeting must be furnished via announcements in the Post- och Inrikes Tidningar and Svenska Dagbladet.

 

A provision will be added stating that a person who is not a shareholder in the Company shall, subject to the conditions set by the Board of Directors, have the right to monitor the proceedings at the Annual General Meeting by being present or in some other manner.

 

§ 14 (changed to § 15)

Amended so that the reservation with regard to VPC affiliation is harmonised with the new Swedish Companies Act. (2005:551).

 

New § 14

The Board of Directors will be entitled, at the Company's expense, to collect Company voting proxies in the manner prescribed by law.

 

 

 

The Board of Directors proposes that the Annual General Meeting adopt a resolution to reduce the share capital by SEK 3,400,000 through the cancellation of 1,700,000 Series B shares owned by Addtech. The reduction sum will be allocated to a fund to be used at the discretion of the Annual General Meeting.

 

The resolution regarding a reduction in the share capital can be implemented without the requirement that permission be obtained from Bolagsverket (the Swedish Companies Registration Office]) to simultaneously take steps so that neither the share capital nor the restricted equity will decrease as a result of the resolution. It is consequently proposed that the Annual General Meeting adopt a resolution to increase the share capital by SEK 3,544,924.80 via a bonus issue, by transferring said sum from unrestricted equity without issuing new shares.

 

 

The Board of Directors proposes that the Annual General Meeting pass a resolution authorising the Board of Directors to buy back, before the next Annual General Meeting, the maximum number of Series B shares whereby the Company's holding of its own shares would not exceed 10 percent of all the shares in the Company. Purchases shall be made on the Stockholm Stock Exchange at the current trading price.

 

The Board of Directors further proposes that the Annual General Meeting authorise the Board of Directors, before the next Annual General Meeting, to sell the Company's own shares in connection with acquisitions of companies or operations in ways other than on the Stockholm Stock Exchange. This authorisation may be exercised on one or more occasions, and covers all own shares held by the Company at the time the Board of Directors makes such a decision. This authorisation shall include the right to make decisions regarding deviations from the shareholders' preferential rights, and to decide that payment may be made in forms other than money.

 

The purpose of the buybacks is both to provide the means for adapting the Group's capital structure and to make it possible to pay for future acquisitions of companies or operations using the Company's own shares. Holdings of own shares also safeguard the Company's obligations under the option program for senior executives which was adopted in December 2001.

 

 

________________________

 

The Financial Statements, the Audit Report, and the complete proposals of the Board of Directors regarding resolutions under agenda Items 9b (including the Board of Directors' statement concerning the proposed dividend), 15, 16, 17 and 18 will be kept available at the Company's offices as of Tuesday 8 August 2006, and will be sent to any shareholders who so request and provide a mailing address. These documents, and the Election Committee's proposals, will also be available on the Company's website at www.addtech.com as of the same date.