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Notice to attend the AGM


Notice to attend the AGM The shareholders of OM HEX AB (publ) are hereby given notice to attend the Annual General Meeting of Shareholders to be held on Thursday, March 25, 2004 at 17.30 CET at Hotel Rival, Mariatorget 3 in Stockholm. REGISTRATION Shareholders who wish to participate in the Annual General Meeting must be registered in the shareholders' register held by VPC AB (VPC), no later than Monday, March 15, 2004, and must communicate their intention to attend either by post to the Company at OM HEX AB, 105 78 Stockholm, or by telephone at +46-8-405 6000, no later than 16.00 CET on Tuesday, March 23, 2004. This application must show the shareholder's name, personal identity number (social insurance number), address, telephone number and the number of assistants wishing to attend the meeting. Applications can also be made online on OMHEX’s website at Instructions for online applications will be sent out to all shareholders. In order to facilitate entry to the General Meeting, all powers of attorney, certificates of registration and other documents of authorization must be received by the Company at the above address no later than Thursday, March 17, 2004. Entry cards will be sent out to all shareholders who have registered their attendance. To be entitled to exercise their voting rights at the meeting, shareholders whose shares are nominee registered through the notary department of a bank or with a private securities broker must temporarily register their shares with VPC in their own name. This re-registration must be completed no later than Monday, March 15, 2004. Accordingly, shareholders must notify the nominee of their requests for such registration in good time. As Finnish shareholders within the Finnish book-entry system (APK) are nominee registered with VPC, APK will automatically re-register these shareholders on Friday, March 12, 2004. Please not that these Finnish shareholders must still notify the Company of their intention to participate as described above. PROPOSED AGENDA 1. Opening of the Meeting. 2. Election of the Meeting Chairman. 3. Preparation and approval of the voting register. 4. Approval of the Agenda. 5. Election of one or two persons to verify the minutes. 6. Consideration of whether the Meeting has been duly convened. 7. Presentation of the annual report and auditors' report and, where applicable, the consolidated financial statements and auditors' report for the Group, as well as a description of the work of the Board of Directors, the Remuneration Committee and Audit Committee. 8. Resolutions a) on the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and balance sheet; b) on the discharge of liability of the Board of Directors and Chief Executive Officer; c) on the appropriation of the Company's profits or losses in accordance with the adopted balance sheet. 9. Establishment of the number of Board members and deputy Board members and, where applicable, auditors and deputy auditors to be elected by the Meeting. 10. Approval of fees to be paid to the Board of Directors and, where applicable, fees payable to the auditors. 11. Election of the Board of Directors and any deputy Board members and, where applicable, auditors and deputy auditors. 12. Nominating Committee elected by the Meeting. 13. Any other business. 14. Closing of the Meeting. PROPOSED RESOLUTIONS Item 8 c) Proposed appropriation of profits The Board of Directors proposes that no dividend be distributed to shareholders, and that the retained earnings of SEK 70 m be carried forward. Item 9) Establishment of number of Board members and auditors The Nominating Committee[1]proposes that the Meeting elect to reappoint the current nine Board members and appoint no deputy Board members. Furthermore, it has been proposed that the number of auditors and deputy auditors to be appointed remain unchanged at two auditors and two deputy auditors. Item 10) Proposed remuneration to the Board of Directors and auditors The Nominating Committee proposes that the remuneration paid to members of the Board remain unchanged as follows: SEK 700 000 to the Chairman, SEK 300 000 to the Deputy Chairman if appointed and SEK 200 000 to each of the other members. In addition, a total of SEK 125 000 will be paid to those members who are a part of the Audit Committee and the Remuneration Committee, the distribution of which will be determined by the Board. Auditors' fees will be paid in the usual manner against authorized invoices. Item 11) Proposed election of Board members, auditors and deputy auditors Adine Grate Axén, Gunnar Brock, Thomas Franzén, Bengt Halse, Timo Ihamuotila, Tarmo Korpela, Mikael Lilius, Markku Pohjola and Olof Stenhammar. Item 12) Nominating Committee The Swedish Shareholders’ Association has proposed that a Nominating Committee be appointed by the Meeting. The Committee shall be made up of three to five members that are independent of the Company and that shall represent the Company’s shareholders at the Meeting. One representative for other shareholders shall also be included in the Committee. Shareholders who together represent more than 50 percent of the number of votes for all shares have announced that they will call for the rejection of such a proposal and shall instead propose that the Meeting resolve that the nominating process be carried out such that the four largest shareholders during the fourth quarter of the year shall each appoint a representative (who shall not be a member of the Board of Directors) with the Chairman of the Board as convener. The Nominating Committee shall submit a proposal regarding the composition of the Board of Directors, and auditors where appropriate, to be presented to the Annual General Meeting for resolution. According to the proposal, the names of the four representatives shall be made public as soon as such persons are appointed. This shall also apply in the case of an Extraordinary General Meeting. Stockholm, February 2004 The Board of Directors For additional information or comments, please contact: Anna Rasin, VP Marketing & Communications, OMHEX +46 8 405 66 12 [1] The Nominating Committee comprised Eva Halvarsson (Director, Ministry of Industry, Employment and Communications), Olli-Pekka Kallasvuo (Executive Vice President & CFO, Nokia), Tom Ruud (Head of Corporate and Institutional Banking, Nordea), Olof Stenhammar (Chairman of the Board of OMHEX) and Marcus Wallenberg (President, Investor AB).

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