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Notice - D. Carnegie & Co AB (publ

The Shareholders of D. Carnegie & Co AB (publ), company number 556498-9449, (hereinafter referred to as the “Company”), are hereby given notice to attend the Annual General Meeting of the Shareholders on Thursday 29 March 2007, at 2.00pm, at Nalen, Stora Salen, Regeringsgatan 74, Stockholm.

Shareholders wishing to participate at the Annual General Meeting of the Shareholders must:
- be registered on Friday 23 March 2007, in the share register maintained by VPC AB and
- have notified their intention to participate at the Annual General Meeting of the Shareholders not later than 4.00pm on Friday 23 March 2007 to D. Carnegie & Co AB (publ), attention Anna Ringberg, Västra Trädgårdsgatan 15, 103 38 Stockholm, Sweden, or by telephone on +46-8-58 86 90 75, +46-8-676 87 03, or by fax to +46-8-20 57 83.

Nominee-Registered Shares
In order to be entitled to participate at the Annual General Meeting of the Shareholders, Shareholders whose shares are nominee-registered must, in ample time prior to 23 March 2007, ensure that the nominee temporarily registers the shares in the Shareholder’s own name in the share register.

Proxies, etc
Shareholders’ rights at the Annual General Meeting of the Shareholders may be exercised by authorised proxies. Proxies must be in writing and may not be more than twelve months old. Such must be dated and signed. Proxies in original should be submitted to the Company at the above address in ample time prior to the Annual General Meeting of the Shareholders. Representatives of legal entities shall also submit attested copies of the certificate of registration or equivalent authorisation documents.

Shareholders or proxies for Shareholders may be accompanied by not more than two assistants at the Annual General Meeting of the Shareholders. Shareholders’ assistants may accompany the Shareholder only where the Shareholder has notified the number of assistants to the Company in the manner stated above in respect of an application regarding the Shareholders’ participation.

Applications received in due time will be confirmed through the despatch of an entrance card which must be produced at the entrance to the premises at which the meeting is held. Entrance cards will be despatched commencing Monday 26 March 2007.

Business and Proposed Agenda for the Shareholders’ Meeting
1. Election of a Chairman for the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda
4. Election of one or two persons to attest the minutes
5. Determination whether the meeting has been duly convened
6. Submission of annual accounts and report of the auditor
a. Report of the Auditor
b. Report of the CEO
c. Report of the Chairman of the Board
d. Reports concerning the Audit Committee and the Remuneration Committee
7. Resolution regarding
a. the adoption of the income statement and the balance sheet as per 31 December 2006
b. Appropriation of earnings and dividend payments
c. Releasing the members of the Board of Directors and the Managing Director from liability
8. Determination of remuneration to the Board of Directors and the Auditor
9. Election of the Board of Directors, the Chairman of the Board and Auditor
10. Resolution regarding the Company’s policy on remuneration and other terms of employment for senior management
11. Decision concerning
a. a long-term, performance-based incentive programme 2008, and as a result thereof
b. amendment of the Articles of Association
c. directed share issue
d. authorization for the Board to decide on a directed purchase offer, and
e. decision on transfer of own shares
12. Election of a Nomination Committee
13. Closing of the meeting

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