The Shareholders of D. Carnegie & Co AB (publ), company number 556498-9449, (the “Company”), are hereby given notice to attend an Extraordinary General Meeting of the Shareholders on Thursday 23 August 2007, at 2 pm, at Nalen, Stora Salen, Regeringsgatan 74, Stockholm, Sweden.
A Shareholder who wishes to participate in the Extraordinary General Meeting of the Shareholders must:
• be entered on Friday 17 August 2007 in the share register maintained by VPC AB; and
• have notified its intention to participate in the Extraordinary General Meeting of the Shareholders no later than 4 pm on Friday 17 August 2007 to: D. Carnegie & Co AB (publ), Västra Trädgårdsgatan 15, SE-103 38 STOCKHOLM, Sweden, or by telephone to Anita Eriksson on +46-8-676 87 03, by fax to +46-8-20 57 83, or by e-mail to email@example.com.
In order to be entitled to participate in the Extraordinary General Meeting of the Shareholders, a Shareholder whose shares are nominee-registered must, in ample time prior to Friday 17 August 2007, ensure that the nominee temporarily enters the shares in the share register in the Shareholder’s own name.
A Shareholder’s rights at the Extraordinary General Meeting of the Shareholders may be exercised by an authorized proxy. A proxy must be in writing and may not be more that twelve months old. It must be dated and signed. A proxy should be submitted in the original to the Company at the above address in ample time prior to the Extraordinary General Meeting of the Shareholders. Representatives of a legal entity shall also submit an attested copy of the certificate of registration or equivalent authorisation documents.
A separate notification concerning a Shareholder’s participation in the Extraordinary General Meeting of the Shareholders must be given even if a Shareholder whishes to be represented by a proxy. A submitted proxy is not valid as a notification to participate in the Extraordinary General Meeting of the Shareholders.
A Shareholder or a proxy for a Shareholder may be accompanied by not more than two advisors at the Extraordinary General Meeting of the Shareholders. A Shareholder may be accompanied by advisors at the Extraordinary General Meeting of the Shareholders only where the Shareholder has given the Company notice of the number of advisors in the manner stated above in respect of notification regarding a Shareholder’s participation.
Notifications received in due time will be confirmed through the dispatch of an entrance card which must be produced at the entrance to the premises at which the Extraordinary General Meeting of the Shareholders is held. Entrance cards will be dispatched commencing Monday 20 August 2007.
Information on Shares and Votes
The shares and votes in the Company as of 17 August 2007 amount to 78,478,956.
Business and Proposed Agenda for the Extraordinary General Meeting of the Shareholders
1. Opening of the meeting
2. Election of a Chairman for the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes
6. Determination whether the meeting has been duly convened
7. Approval of decision regarding allocation in Carnegie’s profit-sharing system
8. Closing of the meeting
The Board of Directors proposes that advokat Claes Beyer be appointed Chairman of the meeting.
On 11 June 2007, a decision by the Company was announced regarding write-off of
(i) the deficit of SEK 175 million in the opening balance at 1 January 2007 relating to profit shares paid for the years 2005 and 2006 and
(ii) the deficit of SEK 140 million arising during 2007 in the profit-sharing system (“the write offs”).
These deficits and the write offs were the result of the revaluation of trading positions that were announced on 8 May and 24 May 2007.
On 11 June 2007, it was announced that certain senior executives in the Company had decided to forego profit share relating to the year 2007. Furthermore, it was announced that the Company’s Board of Directors had decided that the allocation to the employees (excluding the aforementioned senior executives) share in Carnegie’s profit-sharing system (described in the 2006 Annual Report and including the 50-per cent principle adopted by the Board of Directors) will take place for the year 2007 without taking the write offs into account but with consideration taken to the profit share from which the senior executives have abstained (“the Allocation Decision”), meaning that other employees’ share in the profit-sharing system will be higher with respect to the year of 2007 than what follows from the 50-per cent principle. The Company’s Board of Directors decided to propose that the Allocation Decision be approved at an Extraordinary General Meeting of the Shareholders. If the Extraordinary General Meeting of the Shareholders should not approve the Allocation Decision, it will be rescinded.
The Board of Directors proposes that the Allocation Decision is approved.
The Board of Directors’ complete proposal as set forth above for a resolution regarding item 7 is also available to the Shareholders at the Company’s offices and on the Company’s website www.carnegie.se/ir. A copy of the proposal will also be sent, free of charge to the recipient, to Shareholders who so request and who provide their postal addresses.
Stockholm, July 2007
D. Carnegie & Co AB (publ)
The Board of Directors
Translation for English-speaking Shareholders
For the convenience of non-Swedish speaking Shareholders the proceedings of the Extraordinary General Meeting may be simultaneously translated into English, if so requested when attendance to the Extraordinary General Meeting is notified.
The information that appears in this document is a translation of, and accordingly corresponds in all material respects with, the text of a corresponding Swedish document. In the event of any contradiction between the text contained in this document and the Swedish document, the latter shall prevail.