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FORMPIPE SOFTWARE AB: Notice of the Annual General Meeting of Formpipe Software AB (publ)

Notice of the Annual General Meeting of Formpipe Software AB (publ)

The shareholders of Formpipe Software AB (publ), Swedish company reg. no.
556668- 6605, (the “Company”) are hereby invited to attend the Annual General
Meeting (AGM) to be held on Friday, 25 April 2014, at 09.00 at the Company’s
premises at S:t Eriksgatan 117, Stockholm.

Notification of attendance at the AGM
Shareholders who wish to attend the AGM must:

-- both be registered on Thursday, 17 April 2014 in the register of
shareholders kept by Euroclear Sweden AB;
-- and notify their intended participation to the Company by post to Formpipe
Software AB, Årsstämma 2014, Box 23131, 104 35 Stockholm, by fax to 08-555
290 99, by telephone to +46 (0)765-25 77 12 or by e-mail to, by 16:00 on Thursday, 17 April 2014 at the latest.

The notification shall include name and Swedish personal or company
registration number and preferably also address and telephone number. If a
shareholder intends to exercise his or her rights through an authorised
representative, power of attorney and other documents of authorisation should
be enclosed to the notification. Power of attorney forms are available on the
Company’s website at and can be sent without cost to those
shareholders who request this and who state their postal address. If a
shareholder wishes to exercise the right to bring along a representative (a
maximum of two representatives) to the AGM, such participation must be notified
to the Company in accordance with the above. Shareholders whose shares are
registered in the name of a nominee must temporarily re-register the shares in
their own name with Euroclear Sweden AB in order to be entitled to attend the
AGM. Such registration, which normally takes a few days, must be carried out by
Thursday, 17 April 2014 and should therefore be requested from the nominee in
good time before this date.

Authorised representatives
Shareholders who intend to be represented by one or more representatives, must
ensure that such representatives to the AGM have with them a signed and dated
power of attorney issued by the shareholder. A person who represents a legal
entity must present a certificate of registration (or equivalent document of
authorisation) stating that the persons who have signed the power of attorney
are authorised signatories of the shareholder. The power of attorney and the
certificate of registration (or other document of authorisation) must not be
issued more than five years prior to the AGM.

Number of shares and voting rights
At the time of issue of this notice, there are a total of 48,934,588
outstanding shares and votes in the Company. The Company does not hold any of
its own shares.

Proposed Agenda
The Board of Directors’ proposal for the Agenda for the AGM:

1. Opening of the shareholders’ meeting and election of chairman of the AGM
2. Establishment and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination as to whether the AGM has been duly convened
6. Report of the managing director in regard to the business operations
7. Presentation of the annual accounts and the consolidated financial
8. Presentation of the auditor’s report and the auditor’s report in respect of
the consolidated financial statements
9. Decision on the adoption of the income statement and balance sheet and the
consolidated income statement and balance sheet
10. Decision on allocation of the Company’s results according to the adopted
balance sheet
11. Decision on discharge from liability for the members of the board of
directors and the managing director
12. The Nomination Committee’s account of its own work, its proposal in regard
to the board of directors, the chairman of the board, auditor and fees, and
principles for appointment of the Nomination Committee
13. Determination of the number of board members
14. Determination of the remuneration for board members and the auditor(s)
15. Election of board members and the chairman of the board and election of the
16. Determination of principles for appointment of the Nomination Committee
17. The Board’s proposed resolution to authorise the board to resolve on issues
of shares or convertibles
18. The Board’s proposed resolution regarding authorisation for the board to
acquire and dispose of the Company’s own shares
19. The Board’s proposed resolution regarding guidelines for remuneration to
senior management and officers of the Company
20. The Board’s proposed resolution regarding an incentive programme for
2014/2017 through the issue of share warrants
21. The Board’s proposed resolution to authorise the board to re-purchase
22. Closing of the AGM

Election of Chairman (item 1)
The nominating committee, consisting of Björn Franzon representing Swedbank
Robur fonder (chairman of the nominating committee), Erik Hermansson
representing Humle Småbolagsfond, Johan Strandberg representing SEB Fonder, and
Bo Nordlander in his capacity as chairman of the Company, proposes that the AGM
chooses lawyer Johan Hessius at the law firm Lindahl to chair the meeting.

Allocation of retained earnings (item 10)
The Board of Directors proposes that the result is carried forward and that no
dividend is paid for the financial year 2013.

The Nomination Committee’s proposal regarding election of directors, chairman,
auditor, fees, and principles of appointment of the Nomination Committee (items
The Nomination Committee proposes the following:

Item 13 – That the Board shall consist of five (5) members and no deputy

Item 14 – That the remuneration is set to SEK 225,000 for the Chairman and SEK
125,000 each for the other the members of the Board that are elected by the
General Meeting. The total remuneration to the Board thus totals SEK 725,000,
which means an increase of the total remuneration compared to the preceding
year, when the remuneration totaled SEK 600,000. The reason for the increase is
that the Board is proposed to be increased with one Board member. Fees for the
auditor are proposed to be paid in accordance to invoice.

Item 15 – That the AGM decides to re-elect Bo Nordlander, Kristina Lindgren,
Jack Spira and Staffan Torstensson as members of the Board, and to elect of
Charlotte Hansson as new member of the Board. That the AGM re-elects Bo
Nordlander as the Chairman of the board.

That the AGM re-elects the auditing firm PricewaterhouseCoopers AB as the
auditors of the Company until the end of the AGM held in 2015.
PricewaterhouseCoopers AB intends to appoint the authorised auditor Niklas
Renström as the principal auditor.

Item 16 - Principles for the Nomination Committee
The Nomination Committee proposes that the AGM resolves that the Committee
shall consist of four members. The Chairman shall contact the three largest
shareholders or shareholder groups (this refers both to shareholders registered
as nominee shareholders) in accordance with Euroclear Sweden AB's share
register as at the last trading day in June of the current year. These
shareholders that each appoint a representative and the Chairman shall be the
nominating committee for the period until a new committee is appointed by
mandate from the next AGM. The names of the three representatives and the names
of the shareholders they represent shall be announced no later than six months
before the AGM 2015.

In the event that any of the three largest shareholders or shareholder groups
do not wish to appoint such a representative, the fourth largest shareholder or
group of owners should be asked to appoint a representative and so on until the
committee has four members. The majority of the committee members shall be
independent of the company and its management. At least one of the committee
members shall be independent in relation to the company's largest shareholder
or group of shareholders who collaborate on the company's management. The CEO
or other executive management shall not be a member of the committee. Board
members can be part of the committee but shall not constitute a majority of its
members. If more than one board member is included in the nomination committee,
only one of them may be dependent of the company's major shareholders. The
Nomination Committee shall appoint a chairman within the group. The Chairman of
the Board or other Board member shall not be Chairman of the committee.

If a member leaves the Committee before its work is completed and if the
committee considers that there is a need to replace the member, the Nomination
Committee shall appoint a new member in accordance with the principles above,
but based on Euroclear Sweden AB's share register as soon as possible after the
member left his position. Change in the composition of the committee shall be
announced immediately.

If there is a significant change in the Company’s ownership structure after the
Nomination Committee having been appointed under these principles, but not
later than two months prior to the next AGM, and a shareholder, that after this
significant change has become one of the three largest shareholders or groups
of owners based on number of votes held, expresses a wish to be included in the
Nomination Committee, the Nomination Committee shall offer the shareholder to
be included in the Nomination Committee, either by resolving that this
shareholder shall replace the shareholder in the Nomination Committee who has,
after the change of ownership, the smallest stake in the Company based on the
number of votes, or by resolving that the Nomination Committee should be
increased by one member, although in no event to more than seven members.

If necessary, the Company shall be responsible for reasonable costs for the
work of the committee and the external consultants that the Committee deems
necessary for the committee to fulfill its mission.

The Board’s proposed resolution to authorise the board to resolve on issues of
shares or convertibles (item 17)
The Board proposes that the AGM authorise the Board to, within the limits of
the articles of association, until the next AGM, on one or more occasions,
resolve to issue new shares and / or convertibles. The Board is proposed to be
authorised to take decisions to the extent that the Company's share capital may
be increased by an amount equal to not more than 10 percent of the registered
share capital at the time of the 2014 AGM.

The purpose of the issues shall be to acquire or finance acquisitions of all or
parts of companies or businesses, through the issue with or without deviation
from the shareholders’ preferential rights, or through payment in kind or by
set-off of claims or on other terms. The issues shall be made ...

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