Mandator AB: Notice of the Annual General Meeting of shareholders

The shareholders in MANDATOR AB (publ)

are hereby called to the Annual General Meeting on 19 April 2007
at 15.00 in Mandator's premises on Rosenlundsgatan 40 in Stockholm
Registration starts at 14.00.

Registering
Shareholders who would like to participate in the annual general meeting, must be registered in the register of shareholders which is kept by VPC AB by Friday the 13 April 2007. They must also register with the company that they will be coming to the meeting, no later than 12.00 on the Monday 16 April 2007 to the following address: Mandator AB (publ), Att: Cecilia Höjgård Höök, Box 17540, 118 91 Stockholm, by telephone 08-658 77 35, by fax 08-402 31 48 or by email to cecilia.hojgard-hook@mandator.com. On registering, please indicate name, civil registration number/corporate identity number, the amount of shares you possess, address and daytime telephone number, along with details of any assistants. At the annual general meeting, shareholders may be accompanied by, at the most, two assistants, assuming that they have been registered in accordance with the procedures described above.

Proxy
Shareholders, who are represented by proxy, must issue a dated power of appointment for their representative. If the power of appointment is issued by a juridical person, an authenticated copy of the proof of registration or equivalent ("Certificate of Registration") for the juridical person must be included. The power of appointment and the Certificate of Registration may not be older than one year. An original power of appointment and any possible Certificate of Registration should, in good time, before the meeting, be sent by letter to the company at the address indicated above.

Nominee registered shares

Shareholders who have had their shares nominee registered, must, in order to be able to participate at the annual general meeting, temporarily register their shares in their own name at VPC AB. Shareholders who require such registration must inform their fund manager about this in good time before Friday, 13 April 2007 when such registration shall be completed.


Suggestions for the agenda

1. Opening of the meeting
2. Choice of chairman for the meeting (see below)
3. Establishment and approval of electoral register
4. Choice of one or two members to check the minutes
5. Approval of the agenda
6. Inquiry as to whether the meeting has been properly summoned
7. Statement by Managing Director
8. Presentation of the annual report and the auditor's report, along with the annual accounts and the consolidated accounts
9. Decisions taken on:
a) adoption of the income statement and the balance sheet, as well as the consolidated income statement and balance sheet
b) allocations of the company's earnings in accordance with the declared balance sheet and a reduction of the reserve fund to cover deficits (see below)
c) freedom from liability for the board members and the Managing Director
10. Account of the work done by the nominating committee
11. Determination of number of auditors and any deputy auditors (see below)
12. Choice of auditors and any deputy auditors (see below)
13. Determination of auditor's emoluments (see below)
14. Determination of number of board members and any deputy board members (see below)
15. Choice of board members, chairman and any deputy board members (see below)
16. Determination of board members' emoluments (see below)
17. Decision on guidelines for remuneration to company management (see below)
18. Decision on appointment of nominating committee (see below)
19. Suggestion regarding the authorisation for the board to make a decision on a new share issue (see below)
20. Closing of meeting


Suggestion for the allocation of the company's earnings (item 9b)

The board suggests that the reserve fund should be reduced to cover a deficit so that the parent company's accumulated deficit of SEK -131 064 000 is deducted from the reserve fund and that no dividend is distributed for the financial year 2006.

Proposal for decision regarding items 11-13

The board suggests the appointment of that one auditor without any deputy auditors and that Öhrlings PricewaterhouseCoopers AB, corporate identity number 556029-6740, is chosen as auditor with Magnus Brändström, civil registration number 620820-7859 as the principally responsible auditor. The board further proposes that the auditor's fees should be paid as per approved invoice.

Proposal for decision regarding items 2 and 14-16

The nominating committee intends to present their proposal to (i) the chairman at the annual general meeting, (ii) board members and any deputies (iii) choice of board members, chairman and any deputies and (iv) the board's fees to each and every board member via a press release and on the company's web site www.mandator.se at the latest, two weeks before the annual general meeting.

Proposal for decision regarding guidelines for remuneration to company management (item 17)

The board suggests the following guidelines for remuneration to the Managing Director and other senior executives.

The objective of Mandator's remuneration policy for company management is to offer compensation which contributes to attracting and keeping qualified competence with Mandator. In general, Mandator does not offer any benefits over and above what is regarded as local praxis.

Remuneration to the Managing Director and other senior executives shall be based on market rates and they are made up of a basic salary, variable remuneration, a pension plus in certain cases other benefits.

The variable remuneration shall be limited and based primarily on the Group's earnings and individually achieved results in relation to established quantitative and qualitative objectives.

The Managing Director and the company both have the right to call for the Managing Director's retirement at 65 years of age. The pension is a determined contribution plan and there are no pension commitments other than the paid pension premiums. For other senior executives, the company employs a national pension plan, either via the ITP plan or individual occupational pensions within the framework of ITP.

The period of notice is 12 months if the period of notice is on the initiative of the company. If the period of notice is made on the initiative of the Managing Director, it shall be three months and if it is made on the initiative of any of the other senior executives, it shall be six months.

Proposal for decision regarding appointment of nominating committee (item 18)

The nominating committee consists today of Jan Rynning (chairman of the board, Mandator), Bård Flatin (DnBNOR Kapitalförvaltning), Caroline af Ugglas (Skandia Liv) and Petter Stillström (Traction).

The nominating committee suggests that the appointment of a new nominating committee prior to the 2008 annual general meeting shall take place at the latest, 6 months before the annual general meeting 2008 and that it shall consist of the chairman of the board along with representatives of the company's three largest shareholders. The nominating committee itself chooses its chairman. The composition of the nominating committee shall be made public via a separate press release as soon as it has been established and at the latest, 6 months prior to the next annual general meeting.

The nominating committee's duty shall be, prior to the annual general meeting, to present suggestions regarding: the number of board members and deputies to be chosen at the annual general meeting, the board's fees, the board's composition, the chairman, the chairman for the meeting and where applicable, the choice of auditor and his/her emoluments. Participants in the nominating committee shall not receive any remuneration.

Suggestion regarding the authorisation for the board to make a decision on a new share issue (item 19)

The board suggests that the annual general meeting decides to authorise the board, assuming that the articles of association do not need to be changed, on one or more occasions during the period leading up to the next annual general meeting, to take a decision on an increase in share capital of, at the most, 4,229,313 SEK and 50 öre via one or several emissions of a total of 16,917,254 shares. It is suggested that this authorisation shall include the right, for the board, to make a decision that the issue shall be able to take place with a deviation from shareholders' preferential rights and/or including terms of subscription in-kind and/or set-off or else with terms. The reason for the possibility of deviating from the shareholder's preferential rights is to create the conditions so as to be able to acquire companies. The issuing price shall be determined based on a market prices. The board suggests further that it is authorised to make minor adjustments regarding its share issue decision which may prove necessary for the registration of the decision with the Swedish Companies Registration Office.

__________________________


For a valid decision in accordance with item 19 above, it is required that the decision is assisted by shareholders representing at least two thirds of the votes cast as well as the shares which are represented at the annual general meeting.

Accounting information and the auditor's report, along with the board's complete proposal for the decision in accordance with items 18 and 19, will, from Thursday 5 April 2007 be available at the company and will be sent out to shareholders who desire a copy and who submit their postal address.

Stockholm March 2007
Mandator AB (publ)
The Board of Directors