Notice Convening the Annual General Meeting of Framfab AB (publ)

The shareholders of Framfab AB (publ) are hereby invited to attend the Annual General Meeting at 5 PM on Thursday, 7 April, 2005 at Clarion Hotel, Ringvägen 98, Stockholm.

Notification, etc. Any shareholder wishing to attend the meeting must - be entered into the stock register kept by VPC AB by March 24, 2005 - notify the Company by 4 PM on April 1, 2005 by writing to Framfab AB (publ), attn: Anita Hallgren, Box 38078, SE-100 64 Stockholm, Sweden, faxing to +46 8 411 65 95, calling + 46 8 41 00 10 39 or e-mailing to anita.hallgren@framfab.com. Notification should include the shareholder’s name, civic registration no. or corporate identification no., address, phone number and the number of representatives. If attendance is based on proxy, authorization should be submitted along with the notification. In order to attend the meeting, any shareholder whose shares are registered in the name of an authorized agent must request temporary entry in the stock register. The shareholder must so inform the authorized agent well ahead of March 24, 2005. Proposed agenda 1. Selection of the chairman of the meeting 2. Preparation and approval of the list of shareholders entitled to vote at the meeting 3. Approval of the agenda 4. Selection of one or two people to check the minutes 5. Verification that shareholders have been duly notified of the meeting 6. Statement by the CEO 7. Presentation of the annual report and auditor’s report, as well as the consolidated financial statements and the auditor’s report for the Group 8. Resolutions a) to adopt the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet b) to appropriate earnings for the year in accordance with the balance sheet that has been adopted c) to discharge the members of the board and the CEO from liability with respect to the financial year 9. Determination of the number of board members and deputies 10. Determination of remuneration for the board and auditors 11. Selection of board members and deputies 12. Resolution concerning the nominating committee 13. Resolution concerning authorization of the board to issue new shares to finance the acquisition of companies and/or to finance the operating activities 14. Resolution concerning authorization of the board to issue instruments of debt consisting of detachable subscription options 15. Other matters that have been duly referred to the meeting 16. Adjournment of the meeting Proposals Selection of the chairman of the meeting (Item 1) The nominating committee comprising Mr. Sven Skarendahl, Mr. Markus Winkler and Mr. Gunnar Ek, proposes that Mr. Sven Skarendahl be selected chairman of the meeting. Appropriation of earnings for the year in accordance with the balance sheet that has been adopted (Item 8b) The board and CEO propose that no dividend be distributed for the financial year 2004. Remuneration for the board and auditors (Item 10) The nominating committee proposes that remuneration to the board of directors shall be paid in the amount of SEK 240,000 to the chairman and SEK 120,000 to each of the other board members. A board member who receives compensation from the Company due to employment shall not receive any remuneration. It is proposed that the auditors are compensated against invoice. Selection of board members and deputies (Item 11) The nominating committee will announce its nominees for the board. A press release to that effect will be issued as soon as possible. Resolution concerning the nominating committee (Item 12) Representatives for some of the larger shareholders propose that Mr. Markus Winkler, chairman of Vermoegensverwaltungs-Gesellschaft Zurich (VGZ) and representative for Framfab’s largest shareholder, is selected chairman of the nominating committee and that the following additional persons shall be selected to the committee: Mr. Gunnar Ek of the Swedish Shareholders’ Association and Mr. Sven Skarendahl. Resolution concerning authorization of the board to issue new shares to finance the acquisition of companies and/or to finance the operating activities (Item 13) In order to finance the acquisitions of companies and/or to finance the operating activities, the board proposes that the meeting, departing from the right of priority of shareholders, authorize it to carry out one or more cash and/or in-kind, settlement or other issues of new shares until the next annual general meeting. Issues carried out in accordance with the authorization may total up to 100 million shares at a subscription price that does not significantly differ from the market value of the Company’s stock on each occasion at which the authorization is exercised. If fully exercised, the authorization would dilute total capital and votes by approximately 8%. To be valid, this resolution must be supported by shareholders representing two thirds of the votes cast as well as two thirds of the shares represented at the meeting. Resolution concerning authorization of the board to issue instruments of debt consisting of detachable subscription options (Item 14) The annual general meeting of March 25, 2004 resolved to issue up to 6,000,000 purchase options (employee stock options) in accordance with the global option plan adopted by a special meeting of shareholders on October 11, 2000. To date, the Company has issued 1,950,000 of these options. To enable the issue of the remaining 4,050,000 options the board proposes that the meeting authorize it to issue one or more instruments of debt until the next annual general meeting consisting up to 4,050,000 detachable subscription options. Departing from the right of priority of shareholders, the entitlement to sign the instruments of debt will accrue to wholly owned subsidiaries of the Group. The purpose of departing from the right of priority of shareholders is to ensure performance of option commitments in accordance the abovementioned option program and to cover administration and tax costs. If fully exercised, the authorization would dilute total capital and votes by approximately 0.35%. To be valid, this resolution must be supported by shareholders representing two thirds of the votes cast as well as two thirds the shares represented at the meeting. Other matters Accounting records and auditor’s reports, along with the board’s complete proposals in accordance with Items 13-14, will be available from the Company at Krukmakargatan 37A in Stockholm, phone number +46 8 41 00 10 39, as of March 31, 2005 and will be mailed to shareholders on request. Stockholm, March 2005 Framfab AB (publ)