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2016-05-17

Heliospectra: Notice to attend the annual general meeting of Heliospectra

NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF HELIOSPECTRA

The shareholders of Heliospectra AB (publ), company reg. no 556695-2205,
are hereby given notice to attend the Annual General Meeting to be held on
Tuesday, 14 June 2016 at 3 PM in the company's offices at Frans Perssons
Väg 6 in Gothenburg. Registration for the annual general meeting begins at
2 PM.

Notice of intention to participate
Any shareholder wishing to participate at the Annual General Meeting must:

- be entered in the share register maintained by Euroclear Sweden AB
(previously VPC AB) as per Wednesday, 8 June 2016; and

- provide notice of intention to attend to the company not later than
Wednesday, 8 June 2016 at 5 PM by letter to the following address:
Heliospectra AB, "AGM 2016", Box 5401, 402 29 Gothenburg, or by electronic
notice via web links provided on the company's website at
.

The notice must include the shareholder's name, address telephone number,
personal identification number or company registration number as well as
the number of assistants.

In order to be entitled to participate at the Annual General Meeting,
shareholders who have caused their shares to be registered with a nominee
must request that they be temporarily registered in their own name in the
shareholders' register maintained by Euroclear Sweden AB. The shareholder
should provide notice to the nominee thereof in due time so that
registration in the share register has taken place by Wednesday, 8 June
2016.

Shareholders who wish to be represented by a proxy must issue a dated proxy
form for the proxy. Proxy forms may be obtained through the company and are
available on the company's website, . The
proxy should be submitted in original to the company at the above-stated
address in due time prior to the meeting. Representatives of legal entities
must include a copy of the current certificate of registration or other
applicable document.

Business

Proposal for the agenda

1. Opening of the meeting;
2. Election of a chairman of the Annual General Meeting;
3. Preparation and approval of the voting register;
4. Election of one or two persons to attest the minutes;
5. Determination of whether the annual general meeting was duly convened;
6. Approval of the agenda;
7. Presentation by the President;
8. Presentation of the annual report and the auditor's report;
9. Resolutions regarding:
a) adoption of the income statement and balance sheet;
b) allocation of the company's profit or loss according to the adopted
balance sheet;
c) discharge from liability for the directors and the President;
10. Determination of the number of directors and alternate directors;
11. Determination of the fees payable to the directors and the auditors;
12. Election of the directors and chairperson of the board of directors;
13. Election of auditors and alternate auditors, or a registered accounting
firm;
14. Resolution regarding guidelines for compensation to senior management;
15. Resolution regarding principles for the composition of the nominations
committee and its work;
16. Resolution regarding authorization for the board of directors to
resolve to carry out a new issue of shares and/or warrants and/or
convertible notes;
17. Resolution regarding the adoption of an incentive program through the
issuance of warrants to subsidiaries and approval of transfers;
18. Resolution authorizing the board of directors, or a party appointed by
the board of directors in its stead, to effect any minor adjustments in
resolutions adopted by the general meeting;
19. Other matters incumbent upon the general meeting according to the
Swedish Companies Act or the articles of association;
20. Closing of the meeting.

Proposals for resolutions

2. Election of the chairman of the general meeting

The nominations committee, which prior to the present general meeting
consisted of Staffan Gunnarsson (Weland), Oscar Ahlgren (Midroc), Åsa
Knutsson (Industrifonden) and Jan Tufvesson (board of directors), proposes
that Advokat Eric Ehrencrona be appointed chairman of the general meeting.

10. Determination of the number of directors and alternate directors

The nominations committee proposes that there be four directors and one
alternate director to serve during the period until the close of the next
annual general meeting.

11. Determination of the fees payable to the directors and the auditors

It is proposed that fees be paid to the directors for the period commencing
at the current annual general meeting until the next annual general meeting
as follows: in the amount of four times the statutory price base amount
according to the National Public Insurance Act to the chairperson of the
board of directors and two times the statutory price base amount to each of
the other directors elected by the annual general meeting who are not
employees of the company. An alternate director who becomes a member of the
board of directors shall be compensated in the amount of SEK 1,500 per
hour. No additional compensation is payable to directors who perform
committee work.

In addition, the nominations committee proposes that the general meeting
resolve that directors will be afforded the possibility, if tax
circumstances are appropriate for invoicing and provided that it is
cost-neutral for the company, to invoice the board of directors' fees
through their companies. In the event a director invoices the board of
directors' fee through his/her company, the fee shall be increased in an
amount corresponding to employer payroll taxes and value added tax pursuant
to law.

It is proposed that fees be paid to the auditors according to approved
invoice.

12. Election of the directors and chairman of the board of directors

It is proposed by the nominations committee that Andreas Gunnarsson, Göran
Larsson, Anders Ludvigson and Martin Skoglund be re-elected directors for
the period until the close of the next annual general meeting.

It is proposed that Göran Linder be re-elected as alternate director for
the period until the close of the next annual general meeting.

It is proposed that Göran Larsson be newly elected as chairman of the board
of directors to serve during the period until the close of the next annual
general meeting.

13. Election of auditors and alternate auditors, or a registered accounting
firm

The nominations committee proposes that the annual general meeting resolve
to re-elect the registered accounting firm Frejs Revisorer AB as the
company's auditor for the period until the next annual general meeting.
Frejs Revisorer AB has given notice that, in the event the auditing firm is
elected, Mikael Glimstedt will continue to serve as auditor-in-charge.

14. Resolutions regarding guidelines for compensation to senior management

Compensation to the board of directors

Compensation to the board of directors is determined by the Annual General
Meeting based on proposals from the nominations committee. However, the
board of directors is entitled to commission an individual director to
perform consultancy services on behalf of the company. Directors elected by
the meeting shall in special cases receive fees for services within their
respective areas of competence, which do not constitute board of directors'
work. With respect to the services, a fee on market terms will be payable
which must be approved by the board of directors.

Compensation for senior management

"Senior management of the company" means the president and other members of
senior management. The compensation committee, which consists of the board
of directors, prepares the question of the establishment of guidelines for
compensation and other employment terms and conditions for senior
management, and proposes these to the board of directors.

The board of directors proposes the following guidelines for determination
of salaries and other compensation for senior management. In order to
ensure that the company is able to recruit and maintain qualified employees
in senior management, the basic principle is that senior management
personnel shall be offered employment terms and conditions and compensation
on market terms.

Salary and other benefits: Compensation to senior management shall consist
of a fixed salary and pension. The fixed salary is normally reassessed on
the calendar year basis. Variable salary is not payable. In addition,
senior management shall be entitled to customary non-monetary benefits such
as company healthcare. Other benefits may be offered in individual cases.

Pension: Senior management shall be offered pension terms and conditions
which include a defined plan for allocations with premiums based on the
full base salary. The pension allocations are individual and shall be in
relation to the basic salary.

Notice of termination period and severance pay: The notice of termination
period shall not exceed one year when notice is given by the company, and
shall not exceed six months when notice is given by the senior management
employee. In addition, upon termination by the company, severance pay is
payable in an amount corresponding to not more than six months' salary.

Incentive program: Resolutions regarding stock-related and stock
price-related incentive programs for senior management shall be adopted by
the shareholders meeting.

Compensation committee: The compensation committee shall prepare matters
regarding compensation principles, compensation, and other employment terms
and conditions for senior management. The more specific principles for
establishing salaries, pensions and other benefits are set forth in the
salary policy for senior management adopted by the compensation committee.

Deviations in individual cases: In accordance with the principles set forth
in Chapter 8, section 53 of the Swedish Companies Act, the board of
directors shall be entitled to deviate from the guidelines where special
cause exists in an individual case.

Resolutions adopted according to the provisions set forth above require the
support of shareholders representing more than one-half of the votes cast.

15. Resolutions regarding principles for the composition of the nominations
committee and its work

The nominations committee proposes that the company have a nominations
committee consisting of four members. Each of the company's three largest
shareholders in terms of votes, whereupon such shall include
closely-associated persons as defined in Chapter 21, section 1 of the
Swedish Companies Act as per 30 September 2016, shall each be entitled to
appoint one member of the nominations committee. None of the thr...

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