Notification of Annual General Meeting of Hemtex AB (publ.)

The shareholders of Hemtex AB (publ.), Corp. Reg. No. 556132-7056, are hereby notified of the Annual General Meeting to be held on Wednesday, September 3, 2008, at 4:30 p.m. at Pulsen Konferens, Borås.

Registration
Shareholders who intend to participate in the Annual General Meeting must be listed in VPC AB’s shareholder register by Thursday, August 28, 2008 and notify the company not later than 4:00 p.m. on Friday, August 29, 2008 at the following address: Hemtex AB, Årsstämma, P. O. Box 495, SE-503 13 Borås or by telefax at +46 (0)33 - 20 69 91 or e-mail at ir@hemtex.se. The registration must include name, national identity number/corporate registration number, shareholdings, address, daytime telephone number, information on possible advisors and, where applicable, information on proxies or substitutes. With respect to legal entities, for example, registration should also include complete authorization papers such as registration certificates or similar identification documents. The registration certificates must not be more than one year old.

Trustee-registered shares
Shareholders who have trustee-registered shares must temporarily re-register the shares in their own names to be entitled to participate in the Annual General Meeting. Shareholders requiring such re-registration must notify their trustees in ample time prior to Thursday, August 28, 2008, when such re-registration must be completed.

Proxies, etc.
Shareholders who are represented by proxy must submit a dated power of attorney. If the authorization is issued by a legal entity, a signed copy of the registration certificate or similar certificate for the legal entity must be enclosed. The authorization document and registration certificate must not be more than one year old. The original of the authorization document and any registration certificate should be sent by mail to the company at the above stated address in ample time prior to the Annual General Meeting.

Proposed agenda
1. Opening of the meeting
2. Election of chairman for the meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of minutes checker
6. Determination that the Meeting has been duly convened
7. Presentation of the Annual Report and Audit Report and the Consolidated Accounts and the Audit Report concerning the Consolidated Accounts for the 2007/2008 fiscal year and, in conjunction with this, the President’s address and the report from the Chairman of the Board.
8. Resolution concerning adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet.
9. Resolution on the disposition of the company’s profits in accordance with the adopted balance sheet and adoption of the record date for the payment of dividends.
10. Resolution concerning the discharge of the Board of Directors and the President from personal liability.
11. Determination of the number of members of the Board of Directors and deputies, and of the number of auditors and deputy auditors to be elected by the Meeting. In conjunction with this, a report on the work of the Nomination Committee.
12. Determination of the remuneration to be paid to the Board of Directors, the Remuneration Committee and auditors.
13. Election of the Board of Directors and any deputies.
14. Election of the auditors.
15. Determination of principles for the Nomination Committee.
16. Resolution concerning the guidelines for remuneration of senior executives.
17. Closing of the Meeting.

Motions of the Board of Directors and Nomination Committee

Item 2 – Election of chairman of the Meeting
The Nomination Committee proposes that Mats Olsson be elected chairman of the Meeting.

Item 9 – Board of Directors motion concerning disposition of the company’s profits and the record date
The Board proposes that a dividend of SEK 2.65 per share, or a total of SEK 77.7 M, be paid for the 2007/2008 fiscal year, and that the remaining amount of SEK 121.4 M be carried forward. The Board proposes that the record date for receipt of the dividend be Monday, September 8, 2008. If the Annual General Meeting resolves in accordance with the motion, dividends are expected to be paid out under the auspices of VPC AB on Thursday, September 11, 2008.

Items 11-14 – Motions concerning the composition of the Board of Directors, auditors, fees, etc.
In accordance with a resolution passed by the 2007 Annual General Meeting, a Nomination Committee was appointed during the third quarter of the fiscal year. The Nomination Committee comprised the Chairman of the Company’s Board, Mats Olsson, and representatives of the three largest shareholders of Hemtex AB in terms of voting rights, who represented a total of at least 35% of all of the votes in the company. The largest shareholders appointed Carl Olof By, representing Industrivärden AB, Stein Petter Ski, representing Hakon Invest AB, and Per Larsson, representing a consortium of shareholders.
Under Items 11-14 of the agenda, the Nomination Committee will propose the following:

that the number of Board Members be six (preceding year: 7) without deputies (Item 11)
that an authorized accounting firm, including an auditor-in-charge, be appointed (Item 11)
that Director’s fees totaling SEK 1,190,000 (preceding year: 1,200,000) be paid for the period up to the next Annual General Meeting and that the Chairman be paid SEK 340,000 (300,000) and each other Board member be paid SEK 170,000 (150,000) (Item 12).
that fees totaling SEK 100,000 (100,000) be paid to the Company’s Remuneration Committee for the period up to the next Annual General Meeting and that the Committee Chairman be paid SEK 50,000 (50,000) and each other Committee member (total of two) be paid SEK 25,000 (Item 12).

that fees be paid to the auditors on a current account basis in accordance with invoices received (Item 12).

that the following be re-elected Board members (Item 13):
Mats Olsson, Chairman
Ingemar Charleson
Bodil Eriksson
Marita Granberg Ramprecht
Kia Orback Pettersson


and the following be elected Board member:

Mats Holgerson

Mats Holgerson, born in 1953, has a degree in Business Administration from the Stockholm School of Economics. Mats Holgerson is President of Meningo Foodservice AB and a Member of the Board of Bilia AB and Restaurangakademin. Mats Holgerson was formerly active in such companies as Statoil 1985–96 (President of Statoil Norway in 1994–96), President of Dial Försäkring in 1996–98 and President of Statoil Detaljhandel Skandinavia in 1998–2005.

that the proposal of the Board of Directors and the Nomination Committee that an authorized accounting firm, including an auditor-in-charge, be appointed will be announced on August 19, 2008, in accordance with the item “Documentation” below.
The accounting firm will be elected for the period up to the close of the 2012 Annual General Meeting (Item 12).

Shareholders are reminded that the Annual General Meeting in 2004 elected registered firm of auditors KPMG as the company’s auditor, with Jan Malm as the principal auditor, and, resolved that the auditors would receive fees on current account for the period up to the end of the Annual General Meeting in 2008.

Determination of the principles for the nomination committee (Item 15)
The Nomination Committee proposes that the Annual General Meeting determine the current principles for the Nomination Committee.

Resolution concerning guidelines for remuneration of senior executives (Item 16)
The Board proposes that the Annual General Meeting determine the following (unchanged) principles for remuneration and other terms of employment for senior executives. Remuneration of the Chief Executive Officer and other senior executives shall consist of basic salary, possible variable remuneration, other benefits and pension. Other senior executives are defined as members of the Group’s Management Team. The remuneration shall be market based and competitive in the appropriate labor market for the executive concerned. Basic salary and variable remuneration shall be related to the executive’s responsibilities and authority. The variable remuneration for the Chief Executive Officer, and the other senior executives, shall be maximized and be related to the basic salary. The variable remuneration shall be based on outcome in relation to established targets and, as far as possible, be connected to the value growth trend for the Hemtex share, in order to benefit shareholders. In the event of termination of employment, the period of notice should normally be two years for the Chief Executive Officer and one year for other senior executives, if termination is initiated by the employer. If termination is initiated by the employee, the period of notice is six months. Pension benefits shall be based on either a defined-benefit or a defined-contribution plan, or a combination of both. In the event of resignation prior to retirement age, the executive shall receive a paid-up policy. Issues relating to remuneration of the CEO shall be determined by the Board.

Documentation
The Company’s Annual Report and Auditors’ Report regarding the 2007/2008 fiscal year, the Board of Directors’ statement concerning the motion recommending the distribution of profits as well as complete documents relating to Items 14, 15 and 16 will be made available on the Company’s website as of Tuesday, August 19, 2008, and also at the Company’s address, as stated above, and will also be sent, free of charge, to shareholders who provide their postal addresses. The documents will also be made available at the Annual General Meeting. The auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act will be made available in the designated manner as of Tuesday, August 12, 2008.

Number of shares and voting rights
At the record date for participation in the Annual General Meeting, Thursday, August 28, 2008, the total number of shares and voting rights in the Company was 29,337,400.



Borås, August 2008

Hemtex AB
Board of Directors