Notice to attend Orc Software AB's (publ) Annual General Meeting of Shareholders


Notice to attend Orc Software AB's (publ) Annual General Meeting of Shareholders

The shareholders of Orc Software AB (publ.) are hereby invited to attend the
Annual General Meeting of the Shareholders to be held on Thursday April 24,
2008, at 4 p.m. (CET) at the offices of Orc Software, at Kungsgatan 36, 5th
floor, Stockholm, Sweden.

Registration
Shareholders who wish to participate at the Annual General Meeting of
Shareholders must 
- be registered in the shareholders' register maintained by VPC AB (“VPC”) on
Friday April 18, 2008, and 
- notify the company at: 

Orc Software AB (publ.), Årsstämman, Box 7742, 103 95 Stockholm, Sweden 
or by telephone at +46 8 506 477 00
or by e-mail at ir@orcsoftware.com

no later than on Friday, April 18, 2008 at 4 p.m. (CET). The application shall
include the shareholder's name, personal or corporate identity number, number of
shares held, address, telephone number and information regarding assistants and,
where applicable, representatives, wishing to attend the meeting.

Authorized representatives etc.
A shareholder who will be represented by a proxy at the meeting shall issue a
dated power of attorney for such proxy. A power of attorney issued by a legal
entity shall be accompanied by a certified copy of a certificate of registration
or similar document (“Registration Certificate”) for such legal entity. Powers
of attorney and Registration Certificates shall be issued within one year before
the meeting. Original powers of attorney, Registration Certificates and other
documents of authorization should be received by the company at the address
mentioned above not later than on Friday, April 18, 2008.

Nominee-registered shares
Shareholders whose shares have been registered in the name of a nominee must, in
order to be entitled to exercise voting rights at the Annual General Meeting of
the Shareholders, temporarily register their shares with VPC in their own name.
A shareholder who wishes to be recorded in the share register in his/her own
name, must notify his/her nominee thereof in due time before Friday, April 18,
2008, at which day such registration shall be effected.

Number of shares and votes
Orc Software has at the time for this notice 15,202,282 issued shares. Each
share represents one (1) vote. 

Proposed agenda
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.
5.	Election of one or two persons to approve the minutes.
6.	Determination of whether the meeting has been duly convened.
7.	Presentation of the annual report and the auditor's report and the
consolidated financial statements and the auditor's report for the group, as
well as a description of the work of the Board of Directors and the Remuneration
Committee.
8.	Resolutions regarding:
(a)	Adoption of the profit and loss account and the balance sheet and the
consolidated profit and loss account and consolidated balance sheet;
(b)	Discharge from liability of the Board of Directors and the Managing
Director;
(c)	Allocation of the company's profit in accordance with the adopted balance
sheet.
9.	Determination of the number of members of the Board of Directors and Deputy
Directors, if applicable.
10.	Determination of the fees for the Board of Directors and the auditors.
11.	Election of the Board of Directors.
12.	Resolution regarding principles for appointment of the Nomination Committee
13.	Resolution concerning principles for remuneration of Group Management
14.	Resolution regarding authorization for the Board of Directors to acquire and
transfer the Company's own shares.
15.	Resolution regarding authorization for the Board of Directors to issue new
shares.
16.	Resolution regarding incentive programme.
17.	Other questions.
18.	The meeting is declared closed. 

Proposed resolutions

Item 2. Chairman of the meeting
The Nomination Committee  proposes that Markus Gerdien is elected Chairman at
the Annual General Meeting of the Shareholders.

Item 8 c. Proposal of distribution of dividends
The Board of Directors has proposed the Annual General Meeting of the
Shareholders to decide on a payment of dividends in the amount of SEK 4.00 per
share and to set the record date for purposes of the payment of dividends on
April 29, 2008. Should the Annual General Meeting of the shareholders adopt a
resolution in accordance with the proposal, it is estimated that dividends will
be distributed by VPC on May 5, 2008.

Item 9. Number of Board members and auditors 
The Nomination Committee proposes that the Board of Directors consists of seven
(7) ordinary Board members and no Deputy Directors. It is noted that auditors
were elected at the Annual General Meeting of the Shareholders year 2007 for the
period until the end of the Annual General Meeting 2011 and such election is
therefore not necessary. 

Item 10. Remuneration to the Board of Directors and auditors 
The Nomination Committee proposes that the Chairman of the Board of Directors
shall receive a remuneration amounting to SEK 350,000 and that each member of
the Board of Directors receives a remuneration amounting to SEK 175,000.

In addition, the Nomination Committee proposes that the Chairman shall be
authorised to allocate SEK 100,000 for committee work if deemed appropriate. 

In accordance with previous procedures, fees to the auditors should be paid in
accordance with approved account.

(It is noted that the Nomination Committee recommends that a member of the Board
of Directors shall own shares in the Company.)

Item 11. Election of Board members 
The Nomination Committee proposes re-election of the Board members Katarina
Bonde, Patrik Enblad, Markus Gerdien, Lars Bertmar and Carl Rosvall. 

The Nomination Committee proposes that Lars Granlöf, born 1962, Chief Financial
Officer of SAAB AB and Eva Redhe Ridderstad, born 1962, working Chairman of the
Board of Directors in Erik Penser Fondkommission AB, are elected as new members
of the Board of Directors. 

Magnus Böcker and Annette Kumlien have declined re-election. 

The Nomination Committee proposes that Markus Gerdien shall be elected as
Chairman of the Board of Directors.

Further information regarding all the nominated members of the Board of
Directors will be available at the company's home page www.orcsoftware.com no
later than on Thursday April 10, 2008.

Item 12. Resolution regarding principles for appointment of the Nomination
Committee
The Nomination Committee proposes that the meeting adopts the following
principles for the appointment of a Nomination Committee:

The five largest shareholders in accordance with VPC's registers of registered
shareholders on 31 August 2008 (per group of owners), who wish to participate,
shall appoint one representative each to the Nomination Committee no later than
six months prior to the Annual General Meeting of the Shareholders, with the
Chairman of the Board of Directors included and as convener. In the event that
one or more shareholders decline from their right hereof, the next largest
shareholder shall be entitled to a corresponding right. The names of the five
members shall be made public as soon as the members have been appointed. The
majority of the members of the Nomination Committee are not to be members of the
Board of Directors and the Managing Director or other persons within company's
management are not to be members of the Nomination Committee. The Chairman of
the Nomination Committee shall, unless the members otherwise agree, be the
member that represents the shareholder with the largest voting power. The
Chairman of the Board of Directors or any other member of the Board of Directors
is, however, not to be the Chairman of the Nomination Committee. The Nomination
Committee shall hold its mandate until a new Nomination Committee is appointed.
A member shall resign from the Nomination Committee if that member represents a
shareholder who is no longer one of the five largest shareholders. In the event
that more than one member resign from the Nomination Committee due to reasons
mentioned above, the five largest shareholders after such change shall be
entitled to appoint five representatives to the Nomination Committee. Unless
there are special reasons, however, no changes in the composition of the
Nomination Committee shall occur if only marginal changes in voting power have
taken place or if the change occurs later than two months before the Annual
General Meeting of the Shareholders. Shareholders that have appointed a
representative to the Nomination Committee shall be entitled to dismiss such a
member and appoint a new representative as a member of the Nomination Committee.
Changes in the composition of the Nomination Committee shall be publicly
announced as soon as such changes have occurred. The Nomination Committee shall
prepare a proposal to be presented for approval at the Annual General Meeting of
the Shareholders (and extra general meeting if applicable) regarding the
appointment of Chairman of the meeting, members of the Board of Directors,
Chairman of the Board of Directors, remuneration to the Board of Directors,
principles for the appointment of the Nomination Committee and, if applicable,
the appointment of auditors as well as remuneration to the auditors. The company
shall upon request from the Nomination Committee, provide administrative
resources in order to facilitate the Nomination Committee's work. If required,
the company shall be responsible for reasonable expenses related to external
consultants that the Nomination Committee deems necessary in order to fulfil its
duties. 
Item 13. The Board of Directors' proposal on principles for remuneration and
other terms of employment for the Executive Management Team 
The Board of Directors has prepared a proposal on principles for remuneration
and other terms of employment for the Executive Management Team. Orc Software
takes account of global remuneration practice together with the practice of the
home country of each individual in the Executive Management Team. The Board of
Directors shall have the right to deviate from the principles decided at the
Annual General Meeting if there are specific reasons for this in an individual
case.

The basic principles for the remuneration structure for 2008 are: 

- To promote agreement between employees and shareholders regarding their
long-term view of operations. 
- To ensure that employees receive remuneration that is competitive and in line
with the market which makes it possible to retain and recruit personnel. 
- To offer salary levels based on the results achieved, duties, competence,
experience and position.

Orc Software's remuneration for the Executive Management Team comprise of: Fixed
salary, annual variable salary and in certain cases pension, other benefits and
terms for termination of the contract of employment and conditions for severance
pay. In addition, the members of the Executive Management Team, similar to other
employees, are entitled to participate in the company's option programme. 

A salary review is made every year for members of the Executive Management Team.
The review takes into account market salary trends, employee performance,
changes in areas of responsibility, the development of the company and local
agreements and regulations.

Item 14. Resolution regarding authorization for the Board of Directors to
repurchase and transfer the Company's own shares
The Board of Directors proposes that the Annual General Meeting of the
Shareholders authorizes the Board of Directors to acquire the company's own
shares in accordance with the following conditions:

1. The repurchase of shares shall take place on the OMX Nordic Stock Exchange
Stockholm in accordance with the rules regarding purchase and sale of the
company's own shares as set out in the company's listing agreement with the OMX
Nordic Stock Exchange Stockholm.

2. The repurchase of shares may be made on one or several occasions for the
period up until the next Annual General Meeting of the Shareholders.

3. Shares may be re-purchased up to an amount where the company's holding does
not at any time exceed 10 percent of the total number of shares in the company.

4. A repurchase of shares on the OMX Nordic Stock Exchange Stockholm may only be
made at a price per share that falls within the registered price interval for
the share at each given time.

5. Payment for the shares shall be made in cash.

The Board of Directors proposes that the Annual General Meeting of the
Shareholders authorizes the Board of Directors to transfer the Company's own
shares in accordance with the following conditions:

1. The transfer of shares shall take place on the OMX Nordic Stock Exchange
Stockholm in accordance with the rules regarding purchase and sale of the
company's own shares as set out in the company's listing agreement with the OMX
Nordic Stock Exchange Stockholm; or (ii) in conjunction with an acquisition of a
company or business on market terms. 

2. The transfer of shares may be made on one or several occasions for the period
up until the next Annual General Meeting of Shareholders

3. Shares may be transferred to a maximum of what is authorized by the Annual
General Meeting of the Shareholders to resolve on repurchases above. 

4. A transfer of shares on the OMX Nordic Stock Exchange Stockholm may only be
made at a price per share that falls within the registered price interval for
the share at each given time.

5. The authorization comprises a right to resolve on divergences from the
shareholders' pre-emption rights and that payment may be made with other
consideration than cash. 

The purpose of the authorizations described above is to ensure that the company
is continually able to adapt its capital requirements and thereby increase
shareholder value, and to ensure that the company is able to transfer shares as
payment for or to finance any future acquisitions.

In order to be valid, a proposal for resolution by the Board of Directors in
accordance with this item must be supported by shareholders with at least two
thirds of both the votes cast and shares represented at the meeting.

Item 15. Resolution regarding authorization for the Board of Directors to issue
new shares
The Board of Directors proposes that the Annual General Meeting of the
Shareholders resolves to authorize the Board of Directors, during the period
until the next Annual General Meeting of the Shareholders, to issue new shares:
(i)	where the shareholders shall enjoy preferential rights to subscribe for the
new shares; or
(ii)	where the company's shareholders shall not enjoy preferential rights to
subscribe for the new shares in connection with an acquisition a company.
An issue of new shares may be made with or without payment in kind, subject to a
right of set-off or in accordance with other terms set out in Chapter 13,
Section 5, item 6, of the Swedish Companies Act (2005:551).

The authorization may be utilized upon one or several occasions. The Board of
Directors' utilization of such authorization may not imply that the total
increase in share capital exceed 10 percent of the registered share capital at
the time of the authorization. The basis for the assessment of the issue price
shall be the market value at the time for utilization. 

The purpose of the authorisation described above is to increase the company's
financial flexibility and to give the opportunity for the Board of Directors to
finance acquisitions, whereupon new issued shares may be utilized as
consideration for such acquisitions or where the new shares are issued to
institutional investors against cash consideration in order to finance the
acquisition in whole or in part. 

In order to be valid, a resolution by the Board of Directors in accordance with
this item must be supported by shareholders representing at least two thirds of
both votes cast and shares represented at the meeting. 

Item 16, Proposal concerning incentive programme 
In December 2006 the Extra General Meeting of the Shareholders resolved to adopt
an incentive programme. In accordance with similar reason as presented at the
Extra General Meeting of the Shareholders in 2006, the Board of Directors hereby
presents the incentive programme 2008.  

a) The Board of Directors' proposal regarding resolution to implement an option
plan intended for the employees within the Orc Software group 

The Board of Directors proposes that the Annual General Meeting of the
Shareholders adopts a resolution to implement an option plan including
approximately 200 present and future managers and other employees within the Orc
Software group in Sweden and abroad (”the Option Plan 2008”). Within the Option
Plan 2008, the following principal terms and guidelines are proposed to apply
for employees within and outside Sweden. 

Employees in Sweden
Present and future employees in Sweden shall be offered to purchase warrants to
market price in accordance with the Board of Directors' proposal stated in item
(b) below. An offer to acquire warrants shall be decided upon before the 2009
Annual General Meeting in accordance with the following. The CEO, management
group and employees with specialist expertise in the company may be offered a
total of not more than 30,000 warrants per person. Other employees within the
Orc Software group may be offered a total of not more than 10,000 warrants per
person. There will be no minimum guaranteed allotment of warrants. In
conjunction with offers to acquire warrants, consideration shall be given to the
employee's performance, position within and contribution to the Orc Software
Group. Warrants may be exercised to subscribe for new shares in the company at
the last banking day of each month during the entire term of the plan, from the
date of registration of the issue at the Swedish Companies Registration Office
until December 31, 2010, considering the company's trading restriction policy
close to quarterly reporting. Thus, the total number of occasions to subscribe
for new shares will be two per each quarter. Besides that, the principal terms
as shown in the Board of Directors' proposal stated in item (b) below shall
apply to the warrants. The warrants are not linked to employment and will not be
cancelled in the event the warrant holder leaves his or her employment in the
Orc Software group. 

Possible cash bonus intended for key persons in the Orc Software group
To encourage participation in the Option Plan 2008, the Board of Directors
proposes that the Annual General Meeting authorises the board, or a person by
order of the board, to resolve on a cash bonus as follows. The net payment of
any cash bonus after deduction of tax shall as a maximum match the premium paid
for each warrant. Bonuses may only be paid to certain key persons employed in
the Orc Software Group. Bonuses shall be paid as salary during the first quarter
of 2010. Bonuses may only be paid out on condition that the warrant holder, from
the date of purchase of warrants and during a consecutive term after that, still
is employed in the Orc Software group at the time of payment. Payment of bonuses
is also conditional on the warrant holder being deemed to have fulfilled
personal goals established by the CEO of the company. Evaluation of personal
goals shall be adopted no later than on December 31, 2009. In the event bonuses
are paid, the Board of Directors nevertheless believes that the company is
provided with full consideration for the warrants through the anticipated
positive effects of the Option Plan 2008.     

Employees outside Sweden
Present and future employees within the Orc Software group outside Sweden shall,
free of charge, be allotted rights to purchase newly issued shares in the
company (“Options”). Each Option shall entitle to purchase one newly issued
share in the company. Allotment of Options shall be made before the 2009 general
meeting on condition that current transaction price for the company's share on
the Stockholm Stock Exchange not exceeding the strike price for the Options and
in accordance with the following. Senior personnel and employees with specialist
expertise may be offered and allotted a total of not more than 30,000 Options
per person. Other employees may be offered and allotted a total of not more than
10,000 Options per person. There will be no minimum guaranteed allotment of
Options. In conjunction with the allocation of Options, consideration shall be
given to the employee's performance, position within and contribution to the Orc
Software group. During the exercise term, starting on January 1, 2010 and ending
on December 31, 2010, the Options entitle to purchase new shares in the company
at the last banking day of each month considering the company's trading
restriction policy close to quarterly reporting. Thus, the total number of
occasions to subscribe for new shares will be two per each quarter. The Options
are non-transferable. The exercise right as regards Options is conditional upon
an extant employment relationship at the end of the qualification term and that
the Option holder being deemed to have fulfilled personal goals established by
the CEO of the company. Evaluation of personal goals shall be adopted no later
than on December 31, 2009. Thus, the Options are linked to the employment and
will be cancelled if the employee leaves his or hers employment within the Orc
Software group. Specific rules apply, amongst other situations, in the event of
a merger, public bid and other fundamental change of control situations in the
company. The Options entitle the holder to purchase shares in the company, at
which for each newly issued share shall be paid a price equivalent to the
subscription rate which is stated for subscription of new shares in the board's
proposal in item (b) below. The Options shall be subject to customary
recalculation terms.         

(b) The Board of Directors' proposal regarding directed placement of warrants
with the purpose to meet the obligations under the Option Plan 2008 and approval
to transfer warrants and allotment of Options to employees within the Orc
Software group, etc. 

Directed placement of warrants
To secure the obligations under the Option Plan 2008, the board of directors
proposes that the Annual General Meeting of the Shareholders, by deviation from
the shareholders' preferential rights, resolve on an issue of no more than
300,000 warrants on the following principal terms. Each warrant shall entitle to
subscribe for one share in the company. Entitled to subscribe is, by deviation
of the shareholders' preferential right, the subsidiary Orc Software Stockholm
AB. Subscription of warrants shall take place no later than on June 30, 2008.
Warrants are issued without any premium. The warrants may, during the exercise
term, which runs from the registration of the issue at the Swedish Companies
Registration Office until the December 31, 2010, be exercised to subscribe for
shares in the company at the last banking day of each month considering the
company's trading restriction policy in conjunction with quarterly reporting.
The subscription rate shall be 120 per cent of the volume weighted average price
on the company's shares at the Stockholm stock exchange during the ten (10)
consecutive banking days immediate to the date when Orc Software Stockholm
subscribes for the warrants. A share, which has been issued after subscription,
entitle to dividend for the first time on the record day for dividend, or on the
day the shareholder is registered in the share ledger and by that is entitled to
receive dividend, which occurs nearest the date when subscription of shares was
executed. The warrants shall be subject to customary recalculation terms.

The Board of Directors gives the following reason to deviate from the
shareholders' preferential right. 

The issue is required to secure the obligations which may arise as a consequence
of the Option Plan 2008. In the view of the above and considering the purpose to
recruit and maintain competent employees, the board of directors believes it is
to the company's and shareholders' advantage to offer the employees the
opportunity to share the company's financial growth in the long run. 

Approval to transfer warrants and allotment of Options to employees within the
Orc Software group, etc.
The Board of Directors proposes that the Annual General Meeting of the
Shareholders approves Orc Software Stockholm to transfer warrants to employees
in Sweden, to allot Options to employees outside Sweden on the terms stated in
item (a) above and dispose the warrants in order to meet the obligations under
the Option Plan 2008. 

Authorisation 
The Board of Directors proposes that the Annual General Meeting of the
Shareholders authorises the Board of Directors, or a person appointed by the
Board of Directors, to execute minor amendments of the above stated proposal,
which may be required along with the registration at the Swedish Companies
Registration Office or affiliation of the warrants to VPC. 

Share capital 
If all warrants which are issued within the frame of the Option Plan 2008 will
be exercised, the company's share capital will increase with no more than 30,000
kronor. 

Outstanding and future option plans
The company currently holds one outstanding share related incentive program
approved on the extra ordinary meeting of the shareholders held on December 11,
2006 of which presently 307,250 warrants can be exercised to subscribe for
shares (“the Option Plan 2006”). The Board of Directors' intention is that an
option plan shall be a recurring issue and that it will be dealt with at the
annual meeting of the shareholders in 2009 next time. 

Dilution
As a consequence of the Option Plan 2008, the maximum dilution based on the
current number of shares will be approximately 1.97 per cent of the shares and
votes in the company. As a consequence of the Option Plan 2006 and Option Plan
2008, the maximum dilution will be approximately 3.99 per cent of the shares and
votes in the company. 

Majority requirements
The Board of Directors' proposal constitutes a package because the various parts
of it are depending on and strongly linked to each other. In this view, it is
suggested that the shareholders' meeting adopts one resolution only by observing
the majority requirements laid down in Chapter 16, Section 8, of the Companies
Act. A valid resolution assumes support of shareholders representing at least
nine-tenths of the votes cast as well as the shares represented at the meeting. 


___________________________




The annual report, the auditor's report and complete proposals and other
documentation in accordance with the Companies Act will be available at the
company's head office no later than on Thursday April 10, 2008 and in electronic
format at the company's web page, www.orcsoftware.com . The documentation will
also be sent free of charge to the shareholder who so requests.


_____________________________

Stockholm, March 2008
Orc Software AB (publ)
The Board of Directors



For further information:
Thomas Bill, CEO +46 8 506 477 35

Attachments

03202102.pdf