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 hereby invited to attend the annual general meeting (“AGM”) to be held on
Wednesday April 10, 2013, at 4 p.m. at Kista Science Tower, Färögatan 33, Kista
(room ”Sears Tower”). Registration starts at 3 p.m.

Notice of attendance

Shareholders who wish to attend the AGM must be recorded as shareholder in the
share register maintained by Euroclear Sweden AB no later than Thursday April 4,
2013 and notify the Company no later than 5 p.m on Thursday April 4, 2013.
Notice of attendance can be given by post to Enea AB (publ), P.O. Box 1033, 164
21 Kista, by telephone +46 8 507 144 85 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, (no more than 2).

Shareholders represented by proxy shall issue a dated proxy. The proxy may be
valid for a maximum of five years if so has been specifically stated. If no term
of validity is stated, the proxy is valid for one year. The proxy shall be
submitted to the Company well ahead of the AGM to the address stated above.
Proxies issued by a legal entity must be accompanied by an attested copy of the
entity’s registration certificate. The registration certificate must not be
older than one year. A proxy form will be kept available at the Company’s
website www.enea.com/agm and will also be sent to shareholders who so request
and state their address.

In order to be entitled to attend the AGM, shareholder having shares registered
in the name of a nominee must request the nominee to temporarily, and by no
later than Thursday April 4, 2013, have the shares re-registered in the share
register in their own name. The shareholder shall inform the nominee to that
effect well in advance.

Agenda

Proposed agenda of the AGM

 1. Opening of the meeting
 2. Election of chairman of the AGM
 3. Preparation and approval of the voting list
 4. Approval of the agenda of the AGM
 5. Election of one or two persons to verify the minutes and count votes
(tellers)
 6. Determination as to whether the AGM has been properly convened
 7. Presentation by the managing director
 8. Presentation of the annual report, the consolidated accounts, the auditors’
report and the auditors’ report on the consolidated accounts
 9. Resolutions regarding
a) adoption of the income statement and the balance sheet, the consolidated
income statement and the consolidated balance sheet
b) the appropriation of the Company’s profit or loss in accordance with the
adopted 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 nominating
committee
14. The board’s proposition on 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 authorization for the board to issue new shares
for share or business acquisitions
17. The board’s proposition regarding reduction of the share capital and a
corresponding “bonus issue” increase of the share capital (cancellation)
18. The board’s proposition to reduce the statutory reserve fund
19. The board’s proposition to make a share split, redemption of shares and a
corresponding “bonus issue” increase of the share capital
20. Closing of the AGM

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 2012. The board instead proposed a
redemption program as stated under item 19 of the agenda.

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

The following persons serve on the nomination committee for the AGM 2013; Per
Lindberg, Sverre Bergland (DnB Nor), Robert Andersson (Limhamn Förvaltning AB)
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 AGM 2013.

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 1 600 000 to be allocated with SEK 420 000 to the chairman and SEK 200 000
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 NC proposes that the auditor
shall receive reasonable compensation as per invoice.

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

The NC proposes re-election of Öhrlings PricewaterhouseCoopers AB, with the
certified accountant Nicklas Renström as mainly responsible for the time being,
as auditor for the period until the next AGM.

The NC proposes that a new NC shall consist of representatives of two of the
largest shareholders as well as the chairman of the board. The NC may, however,
also consist of representatives of three or four of the largest shareholders as
well as the chairman of the board, if the chairman of the board notices such an
interest amongst the largest shareholders in connection with the formation of
the NC. The chairman of the board is assigned to contact the four largest
(according to number of votes) shareholders per August 31, 2013 and request them
to each appoint a member of the NC. 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 shareholder representative should be
appointed 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 been appointed. If a substantial
change occurs in the shareholder structure following the constitution of the NC,
the NC shall be adjusted in accordance with the principles above. The NC shall
prepare and make propositions to the AGM regarding election of the chairman of
the AGM, election of the chairman of the board as well as other members of the
board, 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 carry out 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 AGM authorizes the board to acquire and transfer
treasury shares according to the following. 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. A maximum of ten per cent of the total number of the shares in the
Company may be transferred. The authorization stated above may be utilized on
one or several occasions up until the annual general meeting 2014. 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 AGM. The employee representative is not
granted remuneration. Remuneration for the managing director is 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 AGM. 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 earning 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 board reserves the right to deviate from the proposed guidelines, if there
in a specific case are particular reasons at hand.

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 AGM authorizes the board for the time period until
the AGM 2014, 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 of
such new share resolutions. 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 shareholders’ 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 regarding reduction of the share capital and a
corresponding “bonus issue” increase of the share capital (item 17)

The Company currently holds a total of 1 178 276 shares, of which 573 663 shares
have been allocated as hedging for previously resolved employee stock purchase
plans. The board proposes that the AGM resolves to cancel the remaining shares,
re-purchased based on previous re-purchase authorization, by reducing the share
capital of the Company by approx. SEK 628 464.02 through a cancellation of a
total of 604 613 shares, without repayment, for transfer to the Company’s non
-restricted reserve.

In order to achieve a time efficient cancellation procedure without the need for
permission by the Swedish Companies’ Registration Office or an ordinary court of
law, the board proposes that the AGM resolves to restore the Company’s share
capital to its original amount by increasing the share capital with approx. SEK
628 464.02 by means of a bonus issue without issuing new shares by transferring
the amount of issue from the Company’s non-restricted reserve to the Company’s
share capital.

The board’s proposition to reduce the statutory reserve fund (item 18)

The board proposes that the AGM resolves to reduce the Company’s statutory
reserve fund with a total of SEK 280 610 402. From this amount, a maximum amount
of SEK 51 163 434 shall be used within the redemption programme according to
item 19. The remaining amount shall be transferred to the Company’s non
-restricted reserve.

The reason for the proposal is thus partly that the Company shall be able to
conduct an automatic redemption programme according to item 19, and partly to
obtain increased financial flexibility in the Company’s balance sheet.

Decision following this item on the agenda is together with item 19 to be made
as one single resolution. The execution is further to be conditioned by
permission from the Swedish Companies’ Registration Office, or in case of
dispute, the permission from an ordinary court of law.

The board’s proposition to make a share split, redemption of shares and a
corresponding “bonus issue” increase of the share capital (item 19)

The board proposes that the AGM resolves to execute an automatic redemption
programme in accordance with the following proposal. All resolutions are
proposed to be conditioned by each other as well as item 18, and to be adopted
as one single resolution. The execution of all resolutions shall further be
conditioned by permission from the Swedish Companies’ Registration Office. A
valid decision requires approval of shareholders representing at least
two‐thirds of both the votes cast and the shares represented at the AGM.

I.        Decision to execute a share split

The board proposes that the AGM resolves 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.

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

The board proposes that the AGM resolves 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
17 054 478 shares, for repayment to the shareholders. The consideration for each
redemption share shall be SEK 3. Redemption of treasury shares held by the
Company will be without consideration.

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

In order to restore the share capital to its original amount, the board proposes
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 statutory reserve fund
to the company’s share capital.

Record days etc.

The board proposes that the AGM resolves to authorize the board to set the
record day for the share split and redemption respectively as well as the period
for trading of redemption shares.

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 re-purchased and holds
1 178 276 treasury shares.

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

Authorization

The managing director is with full right of substitution proposed to be
authorized to make necessary and small adjustments in order to enable
registration of the resolutions at the Swedish Companies’ Registration Office.

Documentation

The annual report and the auditor’s report, a compilation of the proposed board
members’ other engagements as well as the board’s complete proposals and other
documentation will be available at the Company no later than three weeks prior
to the AGM. The documents will also be available at www.enea.com/agm . 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 AGM.

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

Kista, March 2013
Enea AB (publ)
The board

This English version is an unofficial translation. In case of discrepancies the
Swedish version of this document shall prevail.
For more information, contact

Anders Lidbeck, President & CEO
E-mail: anders.lidbeck@enea.com

Catharina Paulcén, SVP Marketing & Communications
Phone: +46 709-714133
E-mail: catharina.paulcen@enea.com


About Enea
Enea is a global vendor of Linux and Real-time operating system solutions
including middleware, tools, protocols and services. The company is a world
leader in developing software platforms for communication-driven products in
multiple verticals, with extreme demands on high-availability and performance.
Enea’s expertise in operating systems and high availability middleware shortens
development cycles, brings down product costs and increases system reliability.
The company’s vertical solutions cover telecom handsets and infrastructure,
medtech, automotive and mil/aero. Enea has offices in Europe, North America and
Asia, and is listed on NASDAQ OMX Nordic Exchange Stockholm AB. For more
information please visit enea.com or contact us at info@enea.com.

Enea®, Enea OSE®, Netbricks®, Polyhedra® and Zealcore® are registered trademarks
of Enea AB and its subsidiaries. Enea OSE®ck, Enea OSE® Epsilon, Enea® Element,
Enea® Optima, Enea® Optima Log Analyzer, Enea® Black Box Recorder, Enea® LINX,
Enea® Accelerator, Polyhedra® Lite, Enea® dSPEED Platform, Enea® System Manager
and Embedded for Leaders(TM) are unregistered trademarks of Enea AB or its
subsidiaries. Any other company, product or service names mentioned above are
the registered or unregistered trademarks of their respective owner. © Enea AB
2013.