Notice of the Annual General Meeting of shareholders

The shareholders in MANDATOR AB (publ) are hereby called to the Annual General Meeting on 6 April 2006 at 15.00 in the Oscar Wallenberg Room at 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 on Friday the 31st of March 2006. They must also, no later than 12.00 on Monday 3 April 2006, register their wish to participate with the company at the following address: Mandator AB (publ) For the attention of: Annika Bohm, Box 17540, 118 91 Stockholm; by telephone 08-402 31 00; fax 08-402 31 33 or via email to annika.bohm@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.

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, 31 March 2006 when such registration should be completed.

Proxy
Shareholders, who are represented by proxy, must issue a dated power of appointment (proxy paper) for their representative. If the proxy paper is issued by a juridical person, an authenticated copy of the proof of registration or equivalent ("Certificate of Registration") for the juridical person should be included. The proxy paper and the Certificate of Registration may not be older than one year. An original proxy paper 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.

Suggestions for the agenda
1. Opening of the meeting
2. Choice of chairman for the meeting
3. Establishment and approval of electoral register
4. Choice of one or two minutes-checkers
5. Approval of the agenda
6. Inquiry as to whether the meeting has been properly summoned
7. Presentation of the annual report and the auditor's report, along with the annual accounts and the consolidated accounts
8. Decisions taken on:
9. 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
c) freedom from liability for the board members and the Managing Director
10. the number of board members and deputies
11. a determination of the board members' emoluments
12. choice of board members.
13. suggestions for any changes to be made to the articles of association
14. suggestion for the establishment of a nominating committee
15. suggestion regarding the authorisation for the board to make a decision on a new share issue for acquisition
16. Closing of the annual general meeting

Suggestion for the allocation of the company's earnings (item 8b)
The board suggests that this year's earnings are carried forward, and that there be no dividend distributed for the financial year 2005.
Suggestion regarding choice of the chairman of the meeting, number of board members, adoption of directors' fees (emoluments) and choice of board (items 2, 9, 10 and 11)

The nominating committee for Mandator AB which consists of Jan Rynning (chairman of the board) Bård Flatin (DnBNOR Kapitalforvaltning), Leo Gillholm, nominated by Aktiespararna, Torbjörn Gunnarsson and Caroline af Ugglas, (Skandia Liv) make the following proposals :

a) The board's chairman Jan Rynning is elected as chairman for the meeting.
b) The number of board members chosen at the meeting should be six ordinary members without deputies.
c) Emoluments to members of the board (a total of 1,125,000 sek) are to be distributed as follows: 375,000 for the chairman and 150,000 sek to each of the other board members chosen at the meeting.
d) Re-election to take place of the current ordinary board members Jan Rynning and Jan Signell.
e) New election to take place of Bo Dankis, Helena Levander, Pontus Lesse and Petter Stillström as ordinary board members. Eva Elmstedt, Torgny Eriksson, Niklas Flyborg and Lennart Svanberg have declined re-election.
f) Jan Rynning is chosen as chairman of the board.

Bo Dankis is former MD and group chief executive for Assa Abloy AB.

Helena Levander is a partner and chairman of Nordic Investor Services AB and a board member of Bure Equity, SBAB, SEK (Svensk Exportkredit) and Transatlantic AB.

Pontus Lesse is former MD for Unibet Group.

Petter Stillström is MD for AB Traction and is a board member of, among others JC, Softtronic and Traction.

Suggestion regarding change to the articles of association (item 12)
The board suggests that the annual general meeting decides on changes in the articles of association partly as a result of the new Companies' Act (2005:551), and partly in the form of editorial changes.

- § 1 it is suggested, should have the following wording: "The company's trade name is Mandator AB (publ)."
- § 3 it is suggested, that the wording should be changed in order to clarify the company's objective. It is suggested that the wording should be as follows: "Operations - The object of the company's operations shall be to own and administer stocks and shares in Swedish and foreign companies, to carry out activities that are common to the group, to carry out either themselves or via their subsidiaries; consultancy, training and development operations within the following areas: computer hardware, data based information, communication and accounting systems, consultancy operations within company management and company development; to carry out operations concerning simulators, telecommunications, energy distribution, industrial technology, process and installation technology as well as media, film and TV technology along with carrying out design work for Internet systems, financial operations; the administration of valuable documents as well as other things related to the above mentioned areas of operation.

- § 5 it is suggested, should have the following wording: "Shares - The number of shares shall be, no less than 56,000,000 and no more than 224,000,000."

- § 6 it is suggested, should have the following wording: "The board shall consist of a minimum of three and a maximum of eight board members with a maximum of three deputies."

- A new § 9 is suggested, with the following wording: "A shareholder's right to participate in the annual general meeting - Shareholders who want to participate in negotiations at the annual general meeting, should on the one hand, be listed on the printout or other report in the entire register of shareholders, with regard to circumstances, five days before the meeting, and on the other hand, register their participation to the company at the latest by 12.00 o'clock on the day indicated on the notice to attend the meeting. The last mentioned day may not be a Sunday, or a general bank holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth working day before the annual general meeting.

- A new § 10 is to be added with the following wording: "Representatives and assistants at the annual general meeting - Shareholders or their representatives may have, at the most, two assistants with them at the annual general meeting. Shareholder assistants may come to the annual general meeting only if the shareholder has registered the number of assistants to the company in advance. This registration must be done at the latest when registering shareholders' participation at the annual general meeting."

- § 9 changes number to § 11 and it is suggested that the first paragraph should be worded as follows: "The following matters should be taken up at the annual general meeting."

- § 10, it is suggested that this is deleted.

- § 12 changes number to § 13 and it is suggested that it should have the following wording: "The shares of the Company shall be registered in a reconciliation record in accordance with Act (1998:1479) regarding account management of financial instruments."

The board suggests finally that the chairman of the board be authorised to undertake any adjustments in the changed articles of association which the Swedish Companies Registration Office may demand for registration.

Suggestion for the establishment of a nominating committee (item 13)
The board suggests that a nominating committee is appointed so that the three largest shareholders as of 31 August along with the share investors are encouraged to elect their own representatives, who together with the chairman of the board as convenor, work out a suggestion which can be presented at the annual general meeting. The committee's nominations shall be made public at the latest, 6 months before the annual general meeting.

Suggestion regarding the authorisation for the board to make a decision on a new share issue for acquisition (item 14)
The board suggests that at the annual general meeting the board receives authorisation, 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 price.
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For a valid decision in accordance with items 12 and 14 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 13 and 14, as well as the articles of association in their suggested new wording will, from Thursday 23 March 2006 be available at the company and will be sent out to shareholders who desire a copy and who submit their postal address.

Stockholm March 2006
Mandator AB (publ)
The Board of Directors


For more information, please contact:
Robert Karlsson, CFO Mandator
+46 8 658 77 07, robert.karlsson@mandator.com