Notice of Annual General Meeting of Shareholders in Enea AB (publ)

Notice of Annual General Meeting of Shareholders in Enea AB (publ)

The shareholders in Enea AB (publ), corp. id. no. 556209-7146, (the ”Company”),
are invited to participate in the annual general meeting of shareholders to be
held on Wednesday 11 April 2012, at 4 p.m. at Kista Science Tower, Färögatan 33,
Kista (room ”Sears Tower”). Registration to the meeting starts at 3 p.m.

The shareholders in Enea AB (publ), corp. id. no. 556209-7146, (the ”Company”),
are invited to participate in the annual general meeting of shareholders to be
held on Wednesday 11 April 2012, at 4 p.m. at Kista Science Tower, Färögatan 33,
Kista (room ”Sears Tower”). Registration to the meeting starts at 3 p.m.

Notice of attendance

Shareholders who wish to attend the annual general meeting must be recorded as
shareholder in the share register kept by Euroclear Sweden AB on Tuesday 3 April
2012 and give notice of attendance to the Company at the latest on Tuesday 3
April 2012 at 5 p.m. Notice of attendance can be given by post to Enea AB
(publ), P.O. Box 1033, 164 21 Kista, by telephone +46 8 507 140 34 or by e-mail
to arsstamma@enea.com. Notice of attendance shall contain name, personal- or
corporate identification number, number of represented shares, address,
telephone no. and assistant, if any, (2 at the most).

Shareholders represented by proxy shall issue a power of attorney for the
representative. The power of attorney may be valid for five years maximum if
specifically noted. If no term of validity is noted the power of attorney is
valid for one year. The power of attorney shall be submitted to the Company well
ahead of the annual general meeting to the address stated above. If the power of
attorney is issued by a legal entity it must be accompanied by a copy of the
entity’s certificate of registration. Such documents must be no more than one
year old. A power of attorney form will be kept available at the Company’s
website www.enea.com and will be sent to shareholders who request it and states
their address at the same time.

Shareholder having shares registered in the name of a nominee must request the
nominee to temporarily enter the shareholder into the share register as per
Tuesday 3 April 2012, in order to be entitled to attend the meeting. The
shareholder should inform the nominee to that effect well before that day.

Agenda

Proposed agenda of the meeting

 1. Opening of the meeting
 2. Election of chairman of the meeting
 3. Preparation and approval of the voting list
 4. Approval of the agenda of the meeting
 5. Election of one or two persons to approve the minutes
 6. Determination whether the meeting has been properly convened
 7. The managing director’s presentation
 8. Presentation of the annual report, the consolidated accounts, the auditors’
report and the auditors’ report on the consolidated accounts
 9. Resolutions with respect to
a) adoption of the profit and loss statement and the balance sheet, the
consolidated profit and loss statement and the consolidated balance sheet
b) the appropriation of the Company’s profit or loss in accordance with the
approved balance sheet
c) discharge of liability for the members of the board of directors and the
managing director
10. Determination of the number of board members and deputy members and the
number of auditors and deputy auditors
11. Determination of the fees to the board members and the auditors
12. Election of
a) members of the board of directors
b) chairman of the board
c) auditor
13. Resolution on the procedure on appointment of the members of the nomination
committee
14. The board’s proposition on an authorization for the board to acquire and
transfer treasury shares
15. The board’s proposition on guidelines for remuneration to senior management
16. The board’s proposition on a authorization for the board to issue new shares
for share or business acquisitions
17. The board’s proposition to make a share split, redemption of shares and a
corresponding “bonus issue” increase of the share capital
18. The board’s proposition on an employee stock purchase plan 2012
19. Close of the meeting

Propositions

The board’s proposition on the appropriation the Company’s profit or loss (item
9 b)

The board proposes that there will be no dividend distributed to the
shareholders regarding the financial year 2011. The board has on the other hand
proposed a redemption program as stated under item 17 of the agenda.

Proposition by the nomination committee (item 2 and 10-13)

A nomination committee (NC) has been established following a decision on the
annual general meeting of shareholders 2011. The following persons serve on the
nomination committee for the annual general meeting 2012; Per Lindberg, Sverre
Bergland (DnB Nor), Robert Andersson (Infläktor) and Anders Skarin (chairman of
the board in Enea AB). The NC has appointed Per Lindberg as its chairman. The
propositions by the NC are supported by shareholders representing approx. 29 per
cent of the votes.

The NC proposes that Anders Skarin is appointed to chair the annual general
meeting 2012.

The NC proposes that the board shall consist of six ordinary members elected by
the general meeting without any deputy members and that one auditor is
appointed.

According to NC’s proposition, the remuneration to the board shall be a total of
SEK 1,460,000 to be allocated with SEK 380,000 to the chairman and SEK 180,000
to the rest of the members elected by the general meeting. The VC also proposes
that SEK 180,000 shall be allocated amongst the board members due to
contribution and activity in committee work. The total amount of remunerations
for the board falls below the previous year with SEK 300,000. The NC proposes
that the auditor shall receive reasonable compensation as per invoice.

The NC proposes re-election of Åsa Landén Ericsson, Kjell Duveblad and Mats
Lindoff as members of the board and Anders Skarin as chairman of the board. In
addition hereto NC proposes new election of Robert W Andersson and Torbjörn
Nilsson.

Robert W Andersson has an economic degree and is presently mainly active as
Senior Vice President in Nokia and member of the board of AmCham, Helsinki.
Torbjörn Nilsson has more than 30 years’ experience in telecommunications. He
has served the majority of this time in different leading positions within
Ericsson. He is since 2007 active in his own company and serves as board member
of several high tech companies in telecom.

The NC proposes re-election of Öhrlings PricewaterhouseCoopers AB, with the
certified accountant Niklas Renström as mainly responsible for the time being,
as auditor for the period until the next annual general meeting of shareholders.

The NC proposes that a new NC shall consist of representatives for two of the
largest shareholders and the chairman of the board. The NC may also consist of
representatives for three or four of the largest shareholders and the chairman
of the board if the chairman notices such an interest from the largest
shareholders in connection with forming of the NC. The chairman of the board is
assigned to contact the four largest (according to number of votes) shareholders
by August 31 2012 and request them to appoint a member of the NC each. If such
shareholder does not wish to appoint a member, additional shareholders
(according to number of votes) will be requested to appoint a member of the NC.
A member appointed by a shareholder should be chairman of the NC. The names of
the NC members shall be published in the Company’s third quarterly interim
report. The period of mandate for the appointed NC shall run until the next NC
has taken over. The NC shall be changed in accordance with the principles above
if there is a substantial change in the shareholder structure following the
constitution of the NC. The NC shall prepare and make propositions to the annual
general meeting regarding chairman of the meeting, election of chairman and
other members of the board of the Company, remuneration for the board divided
between the chairman and the other members as well as the principles for
remuneration, if any, for work in committees, election and compensation of
auditors and deputy auditors (if any) and principles for appointment of a new
nomination committee. The NC shall have the right to charge the Company with
costs for e.g. recruitment consultants and other costs that may arise in order
for the NC to conduct its assignment.

The board’s proposition on an authorization for the board to acquire and
transfer treasury shares (item 14)

The board proposes that the annual general meeting authorizes the board to
acquire and transfer treasury shares as follows. Acquisitions of shares may only
be made on Nasdaq OMX Stockholm (the ”Marketplace”) or in accordance with an
offer to all shareholders in the company. Acquisition may only be made of such
amount of shares that the Company’s holding of treasury shares at each time does
not supersede ten per cent of all shares in the Company. Transfer of shares may
be made in other ways than on the Marketplace, including a right to deviate from
the shareholders preferential rights and that payment may be made by other means
than by cash. Maximum ten per cent of the total number of the shares in the
Company may be transferred. The above authorization may be utilized on one or
several occasions up until the annual general meeting 2013. Acquisitions of
shares on the Marketplace may only be made at a price within the registered
price interval at the Marketplace. Transfer of shares in connection with
acquisitions of businesses may be made at a market price estimated by the board.

The purpose of the authorization above to acquire and transfer shares is to
continuously be able to adjust the capital structure of Enea AB to the capital
needs of Enea AB, to enable financing, in whole or in part, in connection with
acquisitions of businesses and for securing available shares in the proposed
employee stock purchase plan.

Decisions following this item on the agenda require support of shareholders
representing at least 2/3 of both cast votes as well as the shares represented
at the meeting.

The board’s proposition on guidelines for remuneration to senior management
(item 15)

Principles

Remuneration to the chairman of the board and other members of the board is paid
in accordance with the resolution by the annual general meeting. Remuneration
for the managing director may be decided by the chairman of the board and other
board members following a proposition by the remuneration committee. Guidelines
for remuneration to senior management are established by the annual general
meeting. Market rate terms for salaries and other employment terms is applied to
the group management. In addition to fixed yearly salaries, the group management
will also receive variable salaries, which are limited and based on the earnings
trend compared to fixed targets. Remuneration to certain senior managers within
the Enea group of companies may also be paid by way of share related
compensation.

Pension agreement

Other senior managers in Sweden, excluding the managing director, have pension
agreements that fall within the ITP-plan with a stipulated retirement age of 65
and pension premiums related to the salary of the employee. Pension premiums
will be paid regularly.

Severance pay

For all other senior management, excluding the managing director, a notice
period of 3-12 months applies.

The terms and remunerations and other general compensation principles for senior
management do deviate for 2011 from the decisions by the annual general meeting
2011 in the following manner. The managing director is employed on a consultancy
basis and receives full compensation as per invoice from his own company. Other
than that there is no deviation. The board reserves a right to deviate from the
proposed general principles where special cause exists in an individual case.

The board’s proposition on authorization for the board to issue new shares for
share or business acquisitions (item 16)

The board proposes that the annual general meeting authorizes the board for the
time period until the annual general meeting 2013, at one or several occasions,
to resolve on new share issues with deviation from the shareholders preferential
rights and stipulating payment in kind or other conditions set out in chapter 13
section 5 first paragraph item 6 of the Swedish Companies Act and that the board
may set the general terms in the decision. The authorization will however not
comprise a right for the board to issue shares against cash payment and with
deviation from the shareholders preferential rights. The issue price shall
however be based on market practice and may at most equal ten per cent of the
number of outstanding shares on the day of this notice.

The reason for the deviation from the preferential rights and the right to
decide on payment in kind or other conditions stipulated in the Swedish
Companies Act is to enable the Company to issue shares in order to acquire
shares or businesses.

Decisions following this item on the agenda require support of shareholders
representing at least 2/3 of both cast votes as well as the shares represented
at the meeting.

The board’s proposition to make a share split, redemption of shares and a
corresponding “bonus issue” increase of the share capital (item 17)

The board proposes that the annual general meeting decides to execute a
mandatory redemption programme in accordance with the items below. All
resolutions are proposed to be conditioned by each other and adopted as one
single resolution. A valid decision requires approval of shareholders
representing at least two‐thirds of both the votes cast and the shares
represented at the annual general meeting.

I.        Decision to execute a share split

The board proposes that the annual general meeting decides to execute a share
split, whereby each share in the Company is to be divided into two shares. One
of these shares will be a so-called redemption share. The board proposes that
the board is authorized to decide on the record day for the share split.

II.       Decision to reduce the share capital by mandatory redemption of shares

The board proposes that the annual general meeting decides to reduce the
company’s share capital by SEK 9,177,857 by way of redemption of the redemption
shares, i.e. a total of 17,659,091 shares, for repayment to the shareholders.
The consideration for each redemption share shall be SEK 8. Redemption of
treasury shares held by the Company will be without consideration. The board
proposes that trading in the redemption shares shall take place during a period
of time fixed by the board. The board also proposes that the board is authorized
to decide on the record day for the share redemption.

III.      Decision to increase the share capital by way of a bonus issue

In order to achieve a timely and efficient redemption procedure without
requiring the leave of the Swedish Companies Registration Office or the court,
the board proposes that the annual general meeting decides to restore the share
capital by an increase of the share capital with SEK 9,177,857 without issuing
any new shares by transfer of the issue amount from the company’s non-restricted
equity to the company’s share capital.

Record days etc.

The board proposes that the annual general meeting decides to authorize the
board to fix the record day for the share split and redemption respectively and
the term for trading of redemption shares. The record day for the share split is
estimated to 20 April 2012 and the record day for the redemption is estimated to
the 11 May 2012. The estimated term for trading is from 24 April 2012 up to and
including 8 May 2012. Payment of consideration for redemption shares is expected
to be made via Euroclear Sweden AB on or around 16 May 2012.

The board’s proposition on an employee stock purchase plan 2012 (item 18)

The board proposes an adoption of an employment stock purchase plan 2012 (the
”Plan”) comprising a maximum of 132 senior managers, other key employees and
certain other employees in Enea, mainly active in Sweden, but also in certain
other countries. The participants in the Plan will, following a qualification
period and conditional upon a personal investment in Enea shares, be given the
opportunity to receive further shares in Enea, such number of shares being
dependant of the number of Enea shares invested in, and subject to certain
performance requirements to be fulfilled. The qualification period for the Plan
is proposed to be approximately three years.

Participation in the Plan requires that the participant acquires and locks up
Enea Shares within the scope of the Plan (”Savings share”). Enea shares that the
participant owns before the qualification period and that is locked up within
the scope of the Plan will also be accounted for as Savings shares provided that
such share is not tied to any other option or stock purchase program or similar
program as e.g. the employee stock purchase plan that was decided on the annual
general meeting 2010. The participant will receive a share in Enea from the
Company, or the entity the Company indicates, for each Savings share, following
a qualification period of approx. three years (”Matching share”). Due to the
fulfilment of specific performance requirements related to Enea’s accumulative
EBIT during the financial years 2012-2014, some participants have a right to
receive further Enea shares gratuitously for each Savings share (“Performance
share”). EBIT is defined as earnings before tax and financial income and
expenses, with adjustments due to extraordinary items, if any. The performance
requirements for the Performance shares are linked to the accumulated EBIT
amount following a sliding scale as below:

+---------+------------------------------+-------------------+
|         |Performance requirement:      |Outcome individual |
|         |Accumulated EBIT 2012,2013 and|earning Performance|
|         |2014                          |shares             |
+---------+------------------------------+-------------------+
|No       |< MSEK 180                    |0                  |
|allotment|                              |                   |
+---------+------------------------------+-------------------+
|Minimum  |≥ MSEK 180                    |1/3                |
|allotment|                              |                   |
+---------+------------------------------+-------------------+
|Maximum  |≥ MSEK 220                    |1/1                |
|allotment|                              |                   |
+---------+------------------------------+-------------------+

Allotment from the threshold to maximum allotment will be linear.

In order to equalize the participants’ interest with the shareholders, the
company will compensate the participants for distributed dividends by increasing
the number of shares that each participant receives. In addition to that, the
performance requirements, i.e. the accumulated EBIT-levels, can be adjusted if
Enea acquires or sells businesses that substantially influence the EBIT-level in
the company.

Allotment of Matching shares and Performance shares within the scope of the Plan
will be made during a limited period of time following presentation of the first
quarterly statement 2015. A condition for the participant to receive allotment
of Matching shares and Performance shares, is that the participant remains an
employee of the Enea group during the full qualification period and that the
participant, during this period, has kept all Savings shares locked up within
the scope of the plan. In addition to this, allotment of Performance shares
requires that the performance requirements are fulfilled.

The board will decide during May/June 2012 on participation in the Plan and the
maximum number of Matching shares and Performance shares that each participant
may receive. At that time the performance of the employee as well as his or hers
position in and importance for the Enea group will be considered.

In addition to allotment up to the minimum guaranteed level (“Guarantee-level”)
within the scope of the Plan, a certain degree of over-allotment
(“Maximum-level”) may occur if the interest in the Plan exceeds the
Guarantee-level or if not all contemplated participants wishes to participate.

The Plan is divided into four categories of senior managers, other key employees
and certain other employees who will be able to hold, and receive respectively,
the following numbers of Savings shares, Matching shares and Performance shares,
respectively, per person (the Maximum-level within brackets):

+---------------+-------------+---------------+------------------+
|Category       |Savings      |Matching shares|Performance shares|
|               |sharesmaximum|per Savings    |per Savings share |
|               |             |share          |                  |
+---------------+-------------+---------------+------------------+
|A (managing    |5,500        |1.0x           |7.0x              |
|director)      |(11,000)     |               |                  |
+---------------+-------------+---------------+------------------+
|B (other key   |3,500 (7,000)|1.0x           |5.0x              |
|managers,      |             |               |                  |
|8 persons)     |             |               |                  |
+---------------+-------------+---------------+------------------+
|C (11 persons) |2,500 (5,000)|1.0x           |3.0x              |
+---------------+-------------+---------------+------------------+
|D (112 persons)|500 (1,000)  |1.0x           |0.0x              |
+---------------+-------------+---------------+------------------+

A decision on participation in the Plan requires that, according to the company,
it may be accomplished with reasonable administrative and financial costs, if
necessary with such minor adjustments of the technical features of the Plan that
may be necessary in a jurisdiction outside of Sweden. Before allotment of
Performance shares the board shall verify if the allotment is reasonable in
relation to the growth, earnings, financial position and development of the
Company compared with competitors as well as other considerations. The
participants maximum gross profit per Matching and Performance share shall be
limited to SEK 140, i.e. approximately four times the average market price of
the Enea share during February 2012 reduced by the effect of the proposed share
redemption program, for which reason the number of Performance shares that is
allotted to the participant may be reduced accordingly in order to accomplish
the limitation.

In order to carry through the Plan in a cost-effective and flexible way, the
board proposes that the financial exposure resulting from the Plan, is secured
through a customary hedging arrangement for securing liabilities and that the
treasury shares that the Company has acquired are utilized for this purpose.
Such treasury shares that the Company acquired in accordance with the previous
year’s decision may also be utilized. The arrangement comprises transfer of
shares to the participants in the Plan as well as sale of shares on the stock
market or to third parties in order to cover costs mainly due to social security
contributions. The Plan may also be hedged by way of share swap agreements or
similar arrangements between the Company and third parties.

The Plan will comprise, at the Guarantee-level, a maximum of 117,000 Savings
shares, 117,000 Matching shares and 261,000 Performance shares, i.e. totalling
378,000 shares. At maximum over-allotment, the Maximum-level may reach 475,000
shares. In addition to this a number of maximum 66,500 shares to be used for
dividend compensation and finally 126,000 shares may be used to secure the
Company against financial exposures regarding social security contributions etc.

The maximum number of shares in Enea that is comprised by the Plan amounts to
approximately 667,000 shares corresponding to approximately 3.9 per cent of the
outstanding shares and votes.

Transfer of Enea shares under the Plan will be made through transfer of treasury
shares acquired within the scope of the board’s general authorization to acquire
and transfer treasury shares. The arrangement comprises transfer of shares to
participants of the Plan and sale of shares on the Marketplace or to third
parties in order to cover costs regarding to social security contributions and
similar costs. The Plan may also be secured by way of the company entering into
an equity swap agreement or a similar agreement with a third party.

A decision to establish the Plan requires support of shareholders representing a
majority of more than fifty per cent of cast votes. The decision regarding
transfer of shares require support of shareholders representing at least nine
tenth of both cast votes as well as the shares represented at the meeting. The
decision to secure the Plan by way of entering an equity swap or similar
agreement require support of shareholders representing a majority of more than
fifty per cent of cast votes.

Other issues

The total amount of shares and votes in the Company at the time of the issuance
of this notice is 17,659,091 of which the Company has acquired and holds 757,734
treasury shares.

The shareholders are reminded of their right to request for information from the
board of directors and the managing director in accordance with chapter 7
section 32 of the Swedish Companies Act.

Documentation

The annual report and the auditor’s report, the presentation of the proposed
members of the board will be available at the Company together with the board’s
full proposals and other documentation not later than three weeks prior to the
meeting. The documents will also be available at www.enea.com. Copies of the
documents will be sent by post to shareholders requesting so and stating their
postal address and will also be available at the annual general meeting.

-------------------------

Kista, March 2012
Enea AB (publ)
The board

For more information

Anders Skarin, chairman of the board
Phone: +46 8 50 71 40 00

Anders Lidbeck, President & CEO
Email: anders.lidbeck@enea.com

Catharina Paulcén, VP Communications
Phone: +46 709 714133
Email: catharina.paulcen@enea.com