Press Releases

Notice to attend the Annual General Meeting for Enea AB (publ)

The shareholders of Enea AB (publ), corporate registration number 556209-7146 (hereinafter referred to as the ”Company”), are hereby given notice to attend the Annual General Meeting on Thursday May 19, 2005, at 6.00 pm in the Auditorium of Kista Science Tower, Färögatan 33, Kista, Sweden.

Registration Shareholders who wish to participate in the Meeting must be registered as a shareholder in the shareholders’ register held by the Swedish Securities Register Center (VPC AB) as on May 9, 2005 and must have notified their intention to participate in the Meeting to the Company no later than 5.00 pm Central European Time on May 13, 2005. A notification may be made by post to Enea AB (publ), Box 232, 183 23 Täby, Sweden, by telephone on +46 8-507 141 01 or by e-mail to [email protected]e. Notification may also be made through the use of the Company’s internet site www.enea.se. The notification must contain the shareholder’s personal registration number (for individuals) or corporate registration number (for companies), the number of shares held, address, telephone number as well as information about any proxy representation, if applicable. Shareholders represented by proxy must execute a dated proxy authorization for the proxy. The proxy authorization should be submitted to the Company at the above-mentioned address well in advance of the Meeting. If the proxy authorization is issued by a legal entity, a certified copy of the registration certificate for the legal entity must be attached. The certificate may not be older than one year. In order to be entitled to participate in the Meeting, shareholders whose shares are trustee-registered must have their shares re-registered in their own name so that the shareholder in question is registered as the shareholder as on May 9, 2005. Such registration may be temporary. Shareholders should notify the trustees of such registration well in advance. Agenda for the Meeting Proposed agenda: 1. Opening of the Meeting 2. Election of the chairperson of the Meeting 3. Preparation and approval of the register of shareholders entitled to vote at the Meeting 4. Approval of the agenda 5. Election of one or two people to verify the minutes and election of person to count votes 6. Determination of whether the Meeting has been duly convened 7. Presentation of the annual report and the consolidated financial statements 8. Speech by the Chief Executive Officer, after which the shareholders will have the opportunity to ask any questions of the Chief Executive Officer, the Chairperson of the Board and the Chairperson of the Remuneration Committee 9. Presentation of the Auditor’s report and the Auditor’s report on the consolidated financial statements, after which the shareholders will be given the opportunity to ask any questions of the Auditor, the Chief Financial Officer and the Chairperson of the Auditing Committee 10. Resolutions on a) the adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet b) the appropriation of the Company’s profit or loss in accordance with the balance sheet adopted c) the discharge from liability of the Board of Directors and the Chief Executive Officer 11. Determination of the number of members and deputy members of the Board of Directors 12. Determination of remuneration to be paid to members of the Board of Directors and the Auditor 13a. Information about the nominated members of the Board of Directors and election of the Board of Directors 13 b. Election of the Chairperson of the Board of Directors 14. Question of the appointment of the Election Committee (previously known as the Nomination Committee) 15. Proposal of the Board of Directors for a resolution to amend the Company’s By-Laws 16. Proposal of the Board of Directors for a resolution to authorize the Board of Directors to decide on new share issues for acquisitions of shares or businesses 17. Proposal of the Board of Directors for a resolution on the authorization of the Board of Directors to transfer the Company’s own shares 18. Any other business raised at the Meeting in accordance with the Swedish Companies Act or according to the Company’s By-Laws 19. Closing of the meeting Proposed Resolutions In addition to the Board of Directors, a Nomination Committee consisting of representatives of the largest shareholders, namely Nordea as represented by Thomas Ehlin, Robur as represented by Magnus Bakke and Per Lindberg as well as the Chairperson of the Board of Directors, Staffan Ahlberg, has prepared certain questions for the Meeting. The proposals of the Nomination Committee as provided below are supported by shareholders representing more than 19 % of the total of votes and shares in the Company as of the date of this notice. Election of the chairperson for the meeting (item 2) The Nomination Committee proposes that Staffan Ahlberg, the Chairman of the Board of Directors, is to be chosen to chair the 2005 Annual General Meeting Proposed resolution from the Board of Directors for the appropriation of the Company’s profit or loss (item 10 b) The Board of Directors proposes to the Meeting that the accumulated deficit of the Company be set off against the share premium reserve. The Board of Directors proposes to the Meeting that no dividend be paid for the 2004 fiscal year. Discharge from liability for members of the Board of Directors and the Chief Executive Officer (item 10 c) The Auditor proposes to the Meeting that it discharge the members of the Board of Directors and the Chief Executive Officer from liability. Determination of the number of members and deputy members of the Board of Directors (item 11) The Nomination Committee proposes that the Board of Directors is to consist of six ordinary members elected by the Annual General Meeting and no deputy members. Determination of remuneration to be paid to the members of the Board of Directors and the Auditor (item 12) The Nomination Committee proposes to the Meeting that total remuneration in the amount of SEK 1,050,000 is to be paid to the Board of Directors, to be distributed in the amount of SEK 300,000 to the Chairperson and SEK 125,000 to other members elected by the Meeting as well as a further SEK 125,000 to be distributed amongst the members of the Board of Directors in relation to their performance and participation in committee work. The Nomination Committee proposes that reasonable remuneration be paid to the Auditor in accordance with an invoice based on the actual time for the implementation of the required work. Election of the Board of Directors (item 13 a) The Nomination Committee proposes that the Meeting appoints the following candidates to become members of the Board of Directors: Staffan Ahlberg (re-election) Jan Rynning (re-election) Jon Risfelt (re-election) Gösta Lemne (re-election) Åsa Landén Ericsson (re-election) Anders Skarin (election) Johan Wall, member of the Board of Directors, has indicated that he will not be available to stand for re-election. Election of the Chairman of the Board of Directors (item 13 b) The Nomination Committee proposes that Staffan Ahlberg be appointed Chairperson of the Board of Directors. Question of the election of the Election Committee (previously known as the Nomination Committee) (item 14) The Nomination Committee proposes that the Election Committee for the 2006 Annual General Meeting is to consist of representatives of four of the larger shareholders and that, before the third quarter interim report, the Chairperson of the Board of Directors will contact the representatives of the four largest shareholders in order for them to participate in the Election Committee, and that the members of the Election Committee are to be notified to shareholders no later than in the third quarter interim report. If any of the four largest shareholders refrains from appointing a representative of the Election Committee, then the next largest shareholder must be given the opportunity to appoint such representative. A shareholder representative should be appointed as the Chairman of the Elections Committee. If a material change occurs in the ownership structure following the constitution of the Elections Committee, then the composition of the Elections Committee must be changed in accordance with the principles identified above. The Elections Committee must prepare and submit to the meeting proposed resolutions of: - Chairperson of coming Annual General Meeting - Election of the Chairman of the Board of Directors and other Members of the Board of Directors - Remuneration distributed between the Chairman and other Members and principles for any remuneration for work carried out in the committee - Election of and remuneration to the Auditor and Deputy Auditor (if any), and - Resolution on the principles of appointment of the Elections Committee The Elections Committee shall be entitled to charge the company for any costs incurred by, for example, recruitment consultants and other consultants required for the Elections Committee to perform its assignment. Proposal of the Board of Directors for a resolution to amend the Company’s By-Laws (item 15) The Board of Directors proposes that: ? the Board of Directors moves its registered office from Täby to Stockholm, which entails an amendment of Article 2 of the By-Laws. ? the Annual General Meeting is to be exclusively held in the Municipality of Stockholm, which entails an amendment of Article 2 of the By-Laws ? the description of the objects of the Company’s business activities is to be clarified in the manner that the business activities are to be performed either directly or indirectly by way of subsidiary or associated company, which entails an amendment of Article 3 of the By-Laws. The passing of a resolution in accordance with this item requires the support by shareholders comprising at least 2/3 of both the votes placed and the shares represented at the Meeting. Proposal of the Board of Directors for a resolution to authorize the Board of Directors to decide on new share issues for acquisitions of shares or businesses (item 16) The Board of Directors proposes that, for the period until the next Annual General Meeting, the Annual General Meeting authorizes the Board of Directors to decide on one or more occasions on new share issues of a maximum of 18,215,686 shares, where each share has a par value of SEK 0.05, with deviation from the preferential rights of shareholders and on issues in kind or other conditions as referred to in the first paragraph of Ch 4:6 of the Swedish Companies Act, and on the conditions of the new share issue in other respects. The issue price must, however, be established on market terms. If the authorization is fully exercised, the share capital of the Company will be increased by SEK 910,784.30, corresponding to 5% of the share capital as on the day of this notice. The reason for deviation from the preferential rights of shareholders and the right to decide on issues in kind or other conditions as referred to in the first paragraph of Ch 4:6 of the Swedish Companies Act is to enable the Company to issue shares for acquisitions of shares or businesses. The passing of a resolution in accordance with this item requires the support by shareholders comprising at least 2/3 of both the votes cast and the shares represented at the Meeting. This resolution replaces the previous resolution on authorization passed at the Annual General Meeting on 18 May 2004. Proposal of the Board of Directors for a resolution on the authorization of the Board of Directors to assign the Company’s own shares (item 17) The Board of Directors proposes that the Annual General Meeting passes a resolution on the authorization of the Board of Directors to decide on the assignment of 59,880 of the Company’s own shares in accordance with the following conditions. The transfer may only take place through the Stockholm Stock Exchange and with deviation from the preferential rights of the shareholders. The above-mentioned authorization may be exercised on one or more occasions and for a maximum period of time until the 2006 Annual General Meeting. The purpose of the above-mentioned authorization to transfer the Company’s own shares is to enable a divestiture as there is no need for the company itself to own these shares in light of the current situation or in the future. The passing of a resolution in accordance with this item requires the support by shareholders comprising at least 2/3 of both the votes cast and the shares represented at the Meeting. Documents The following documents are available at the Company on or after May 4, 2005 and on the Company’s internet sites www.enea.se (in Swedish) or www.enea.com (in English) respectively: - annual report and auditor’s report; - summary of the other work performed by the proposed members of the Board of Directors according to item 13; and - the complete proposals for resolutions of the Board of Directors according to items 15, 16 and 17. Upon request, these documents will also be sent to the shareholders and the documents will also be available at the Annual General Meeting. Täby, April 2005 The Board of Directors For further information, please contact: Lina Berto, General Counsel, Enea AB +46 8 507 140 00, email: [email protected]