NOTICE OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS IN BOSS MEDIA AB (PUBL) TO BE HELD ON THE 4th OF MAY 2006 IN VÄXJÖ

The shareholders in Boss Media AB (publ), 556400-0353, are hereby called to the annual general meeting of the shareholders to be held on May 4, 2006 at 3:00 p.m. in Filmstaden, address Oxtorget 10 in Växjö. Registration will begin at 2:15. The Right to Participate in the Meeting Shareholders wishing to participate in the shareholders' meeting are to: - Be registered as owner in the printout of the share register that VPC AB generates as per Thursday, the 27th of April 2006 (see under heading nominee registered shares below), and - Have given notice to the company of their intention to participate in the meeting at the address Boss Media AB, Box 3243, 350 53 Växjö, Sweden, via the company's internet home page www.bossmedia.se, by telephone 0470-70 30 00, by facsimile 0470-70 30 50 or by e-mail to bolagsstamma@bossmedia.se at the latest by Tuesday, May 2, 2006 at 4:00 p.m. Nominee Registered Shares Shareholders, whose shares are registered in the name of a nominee, in order to have the right to participate in the shareholders' meeting, must in addition temporarily re-register the shares in their own name in the share register held by VPC AB for the company. Shareholders wishing such a re-registration must notify the nominee as to this in due time prior to Thursday, April 27, 2006, by when such registration must be effected in order to be considered in the shareholder register for the shareholders' meeting which VPC AB generates as per the named day. Proxies Shareholders’ rights at the shareholders’ meeting may be exercised by proxy. The power of attorney is to be in writing and may not be more than twelve months old. It is to be dated and signed. The power of attorney in its original is to be submitted in due time prior to the shareholders' meeting to the company at the above address. Further, the proxy for a legal person shall also provide a verified copy of the certificate of registration or comparable documents of authorization. Shareholders or proxies for shareholders may take at the most two assistants to the shareholders' meeting. An assistant to a shareholder may only be taken to the shareholders' meeting if the shareholder has notified the company of the number of assistants in the manner stated above for the registration as to the shareholder's participation. Proposed Agenda 1. Opening of the meeting. 2. Election of the chairman of the meeting. 3. Preparation and approval of the voting list. 4. Approval of the agenda proposed by board of directors. 5. Election of one or two attesters. 6. Determination as to whether the shareholders' meeting has been duly convened. 7. Presentation of the annual accounts and the auditors’ report as well as the consolidated accounts and the auditors’ report of the consolidated accounts. 8. Presentations: a) Presentation by the managing director; and b) Report from the Board of Directors as to its activities. 9. Resolution as to: a) The approval of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet, b) The dispositions with respect to the company's profits in accordance with the adopted balance sheet as well as c) The release from liability of the board members and the managing director. 10. The Chairman for the Election Committee reports as to its activities. 11. Decision as to the number of board members and deputies. 12. Approval as to the fees for the board of directors and auditors. 13. Election of the board of directors, the chairman of the board of directors and, if applica-ble, deputies. 14. Election of the Election Committee. 15. Resolution as to the Board of Director‘s Proposal concerning the adoption of new by-laws. 16. Resolution as to the Board of Director‘s Proposal concerning the issuance of subscrip-tion options. 17. Resolution as to the Board of Director‘s Proposal concerning authorizing the Board to make a decision as to a new issue. 18. Other matters. 19. Closing of the shareholders' meeting. Proposal of the board of directors Paragraph 9 b): Dividends The board of directors proposes that no dividends be issued with respect to the financial year 2005. Paragraph 15: Resolution based on the Proposal of the Board of Directors as to the adoption of new bylaws The board of directors proposes, against the background of that raised by the new Swedish Companies' Act, that the bylaws be amended primarily in accordance to the following: ? The provision as to the share's nominal value be removed. ? A provision be enacted that the number of shares is to be at the lowest 35,000,000 and at the highest 140,000,000. ? The provision concerning the number of directors on the board be changed to include five (5) to seven (7) directors and no deputy directors. ? The record day provision be adjusted to the Swedish Companies' Act's new definition of VPC company. ? The provision as to notice of the meeting of the shareholders be changed so that notice is to occur through publication in Post och Inrikes Tidningar and Svenska Dagbladet. ? The record day for the shareholder's right to participate in the meeting of the shareholders be changed to the fifth weekday prior to the shareholders' meeting. ? A provision be enacted entailing that the board of directors has the right to decide that a party not a shareholder in the company can, on the terms and conditions decided by the board of directors, have the right to attend or in another manner follow the discussions at the meeting of the shareholders. ? The Board of Directors in addition proposes certain linguistic and editorial amendments of the bylaws. Paragraph 16: Resolution based on the Proposal of the Board of Directors as to the issuance of subscription options The board of directors proposes that the shareholders resolve upon an issue of 2,000,000 subscription options as well as approve that the current subscription options be transferred to employees within the Boss Media corporate group as well as when applicable to employees in companies associated with Boss Media AB primarily upon the following terms and conditions: ? The subscription options are to have the right with deviations from the shareholders' pre-emptive rights to be subscribed to by the wholly-owned subsidiary Boss Media Investment AB, which after instructions from the board of directors in Boss Media AB is to successively convey the subscription options to present and future employees in the company group as well as when applicable to employees in associated companies. ? The subscription of the subscription options is to occur at the latest by the 15th of May, 2006. The subscription options are to be “paper free” and registered with the VPC AB. ? Each subscription option entails the right to sign one (1) new share in Boss Media AB during the period from and including the 1st of July, 2008 until and including the 31st of December, 2009 at a subscription price in an amount up to 140 % of the average of the listed transaction price during the day at a weighted mean value for the company‘s shares for each stock market day for the period from May 5 – 11 as with the Stockholm Stock Exchange. ? Boss Media Investment AB will not pay any compensation for the subscription options, while all transfers of the subscription options that Boss Media Investment AB makes to employees in the Boss Media company group as well as when applicable to employees in associated companies are to occur for compensation upon market based terms and conditions. ? With the complete subscription and exchange of all 2,000,000 subscription op-tions, the company's share capital will increase by SEK 40,000 distributed as to 2,000,000 shares comparable to a dilution effect of approximately 3.4 %. No costs to the company or the corporate group as a consequence of the implementation of the proposed subscription option program are expected to arise. The objective of the Proposal of the Board of Directors in issuing subscription options in accordance with that stated above is to be able to offer employees at will within the corporate group, and when applicable in associated companies, share-related incentives that give them the possibility to partake in the company's future financial development. A personal long term financial commitment stimulates the employees' interest for the company's operations, increases motivation as well as strengthens the loyalty to the company. In addition, the employees receive a direct tie to the company's future value development, which then coincides with the shareholders' interests. For a resolution by the shareholders in accordance with the Proposal of the Board of Directors as stated above, pursuant to Chapter 16 of the Swedish Companies' Act it is required that the shareholders' resolution be supported by shareholders representing at least ninetenths of both the stated votes as well as shares represented at the meeting. Paragraph 17; Resolution based on the Proposal of the Board of Directors as to the authori-zation of the board to make decisions as to new issues The Proposal of the Board of Directors means that the shareholders will resolve as to an authorization for the board of directors for a period up to the next annual meeting of the shareholders, upon one or several occasions, to make decisions as to an increase in the company's share capital through the issuance of shares, convertibles and/or subscription options, meaning that the company's share capital can be increased by a combined total of at the highest SEK 150 000 comparable to at the highest 7 500 000 shares. Deviations therewith can occur from the shareholders' pre-emptive rights. Payment for signed shares, convertibles and subscription options is to be able to be made through a non-cash issue or setoff or otherwise combined terms and conditions. The authorization is to facilitate capital acquisition and/or corporate takeovers in which payment entirely or partially is to consist of shares, convertibles and/or subscription options with the right to new subscription of shares. If the authorization is exercised in its entirety, it will correspond to a dilution effect of approximately 11.6 %. Shareholders representing approximately 12 % of the shares and votes in the company have given notice that they intend to vote for the proposal of the Board of Directors according to paragraphs 15 - 17 above. Proposal of the Election Committee The Company's Election Committee, consisting of the Chairman of the Board of Directors, Björn Nordstrand, Mats Lindström (Medströms AB), Åsa Nisell (Robur Fonder) and Tobias Hagströmer (SEB Fonder) has submitted the following proposal. It ought to be noted that Mats Lindström has been the Chairman of the Election Committee and that the Election Committee represents approximately 18 % of the shares and votes in the company. Paragraph 2: Election of the chairman for the meeting Björn Nordstrand is proposed as chairman for the meeting. Paragraph 11: Number of board members The number of board members for the period up to the next annual general meeting of the shareholders is proposed to be five (5) ordinary board members and no deputies. Paragraph 12: Fees for the board of directors and auditors The fees for the board of directors are proposed to be SEK 850,000 (for the preceding year it was SEK 700,000) to be distributed with SEK 250,000 to the Chairman and with SEK 600,000 between the other board members (SEK 150,000 per director). No specific fee is proposed as to committee work. The fees to the auditors are proposed to be paid in accordance with approved invoices. Paragraph 13: Election of the board of directors Re-election is proposed as to all the present directors, namely Björn Nordstrand, Per Thunander, Jan Westholm, Thore Ohlsson and Meg Tivéus. It is proposed that Björn Nordstrand be appointed as the chairman of the board of directors. Information as to the directors can be found on the company‘s website (www.bossmedia.se). Paragraph 14: Election of the Election Committee It has been proposed that the chairman of the board of directors contact, at the latest by September 30, 2006, the three largest shareholders in the company that have to right to appoint one (1) representative each, that together with the chairman of the board of directors, will constitute the Election Committee for the period up to the next annual general meeting of the shareholders has been held or upon need until a new election committee has been elected. The committee is to be appointment and those appointments made public at the latest six months prior to the next annual general meeting of the shareholders. The election committee is to internally appoint a chairman (the chairman of the board of directors or other board members may not be appointed as the election committee's chairman). In the event one of the three largest shareholders chooses to refrain from their right to appoint a representative in the election committee, the right transfers to the shareholder who after the shareholder concerned has the largest share ownership. In the event a member in the election committee leaves prematurely, if so is assessed to be necessary, a replacement is to be appointed by the same shareholder who appointed the departing member or if this shareholder no longer belongs to the three largest shareholders, by the shareholder, which from a size perspective stands next in line. Changes as to the composition of the Election Committee are to be made public as soon as they occur. There is no financial compensation for work performed within the Election Committee. Upon need, the company is to bear reasonable costs that the Election Committee finds necessary in order for the committee to be able to complete its work. The tasks of the election committee prior to the annual general meeting of the shareholders to be held in 2007 are to submit proposals as to the number of directors to be elected by the shareholders, the fees for the directors, the chairman of the board of directors, the chairman for the meeting, and if necessary, the election of the auditors and the fees for the auditors. Financial Documents The financial documents, the auditors’ report, the company bylaws in their new wording as well as the board of directors‘ complete proposal in accordance to paragraph 16 above will be accessible at the company's offices (address as above) at the latest two (2) week prior to the annual meeting of the shareholders and will be sent to those shareholders so requesting stating their address. Växjö in March 2006 Boss Media AB (publ) Board of Directors