Notice to attend the Annual General Meeting in Scribona AB


Notice to attend the Annual General Meeting in Scribona AB

The Annual General Meeting in Scribona AB (publ) will be held on Tuesday, April
29, 2008, at 3:00 p.m., at the Seorama conference facility, Röntgenvägen 2, in
Solna, Sweden.

Notification
Shareholders who wish to participate in the annual general meeting must 
• be entered in the register of shareholders maintained by VPC AB by Wednesday,
April 23, 2008, and
• provide notification of intention to participate to Scribona AB (publ), P.O.
Box 1374, SE-171 27 Solna, 	Sweden, in writing or by telephone +46 (0)8-734 34
00, or by fax +46 (0)8-82 85 71 or e-mail to info@scribona.se no later than 4:00
p.m. on Friday, April 25, 2008. The shareholder shall in the notification
include name, personal/corporate identity number, address, telephone number and
possible advisors. In case of participation by proxy, the proxy should be
submitted together with the notification to participate in the annual general
meeting. A template proxy form is held available on the company's home page
www.scribona.com. To order a template proxy form, the same address, telephone
number, fax number and e-mail as above apply.

Registration 
Shareholders who have registered their shares with a securities institution or
corresponding foreign institution must in order to be able to exercise their
voting rights at the annual general meeting temporarily re-register the shares
in their own names. Shareholder who wish to request such re-registration  must
notify its institution well in advance of Wednesday, April 23, 2008, when the
registration must be completed.

Proposed agenda 
1. Opening of the meeting.
2. Election of a chairman to preside over the meeting.
3. Drawing up and approval of the voting list.
4. Approval of the agenda.
5. Election of two persons, in addition to the chairman, to verify the minutes.
6. Decision as to whether the meeting has been duly convened.
7. Presentation of the annual report and the auditors' report as well as the
consolidated financial statements and the consolidated auditors' report.
8. Presentation by the CEO.
9. Decision regarding adoption of the profit and loss statement and the balance
sheet as well as the consolidated profit and loss statement and consolidated
balance sheet.
10. Decision regarding dispositions of the company's profit or loss according to
the adopted balance sheet.
11. Decision regarding discharge from liability for the directors and the CEO.
12. Decision regarding the number of directors and deputy directors as well as
the number of auditors and deputy auditors.
13. Determination of remuneration to the board of directors and to the auditors
(including fees for work on the board committees).
14. Election of directors, deputy directors and chairman of the board of
directors as well as auditors and deputy auditors.
15. Adoption of principles for remuneration to the executive management.
16. Adoption of principles for appointment of nominating committee etc.
17. Decisions regarding amendment of the articles of association and approval of
business transfer to Tech Data.
   a) Description of the asset purchase agreement with Tech Data.
   b) Decision to amend the articles of association.
   c) Decision to approve the business transfer to Tech Data.  
18. Adjournment of the Meeting.

Item 2. Election of a chairman to preside over the meeting. 
The nominating committee proposes that attorney Johan Hessius from Advokatfirman
Lindahl KB shall be appointed as chairman of the meeting. 

Item 10. Decision regarding dispositions of the company's profit or loss
according to the adopted balance sheet.
The board of directors proposes that share premium reserve, retained earnings
and the year result be carried forward to new account. 

Item 12. Decision regarding the number of directors and deputy directors as well
as the number of auditors and deputy auditors.
The nominating committee proposes that the board of directors shall consist of
six directors with no deputy directors. 

The nominating committee further proposes that the company shall have one
auditor and no deputy auditor. 

Item 13. Determination of remuneration to the board of directors and to the
auditors (including fees for work on the board committees).
The nominating committee proposes that the remuneration to the board of
directors shall be paid in a total amount of SEK 1,300,000 of which SEK 300,000
to the chairman of the board of directors and SEK 200,000 to each of the other
directors not employed by the group. It is proposed that each member of the
remuneration committee shall be paid an extra fee of SEK 50,000 per year.

The nominating committee further proposes that the auditors' fees shall be paid
in accordance with approved invoices. 

Item 14. Election of directors, deputy directors and chairman of the board of
directors as well as auditors and deputy auditors.
The nominating committee proposes that Lorenzo Garcia, Henry Guy, Mark Keough
and David Marcus are re-elected as directors and that Johan Claesson and Peter
Gyllenhammar are elected as new directors, and that David Marcus shall be the
chairman of the board of directors. 

Johan Hessius and Marcus Söderblom have informed that they are not eligible for
re-election.

The nominating committee further proposes the re-election of Ernst & Young
Aktiebolag as auditor with main responsible auditor Per Hedström (in replacement
of Bertel Enlund) for a term until the end of the annual general meeting to be
held during the fourth fiscal year after the election of the auditor.

Further information about the proposed directors and the auditor is available on
the company's homepage www.scribona.com.

Item 15. Adoption of principles for remuneration to the executive management. 
The board of directors proposes that the following principles for the
remuneration to the executive management, which consists of the CEO and the vice
CEO, shall apply for the time after the annual general meeting. 

The remuneration to the executive management should consist of basic salary,
variable remuneration, certain taxable benefits and pension. The distribution
between basic salary and variable remuneration shall be in proportion to the
executive's responsibility and powers. 

The variable remuneration shall not exceed 100% of the basic salary. The
variable remuneration shall be entirely based on the group's operating profit.
Benefits shall include a company car, a mobile telephone, subsidized meals,
broadband connection to the home address and health insurance. Pension benefits
to the executive management shall be payable in accordance with the ITP plan.
Extra pension shall, in addition, be offered through a salary exchange, where
renouncement of 5% of the salary, although no more than SEK 60,000 per year,
renders the company to pay in an amount equal to that contributed by the
employee. In addition, the company shall pay in an additional amount equal to
the difference between social security charges and special payroll tax on this
extra pension premium. 

The executive management shall also be entitled to termination benefits in
accordance with market practise.
It is proposed that the board of directors in an individual case may deviate
from the above stated principles should it be required due to particular
circumstances.

Item 16. Adoption of principles for appointment of nominating committee etc.
The annual general meeting in 2005 resolved on the principles for the
appointment of the nominating committee. Shareholders in the company have again
requested that the annual general meeting in 2008 addresses the matter regarding
the nominating committee.

Shareholders together representing approximately 42.4 percent of the votes have
proposed mainly the following principles concerning the nominating committee.
The company shall have a nominating committee consisting of the chairman of the
board of directors and one member appointed by each of the three shareholders or
group of 

shareholders controlling the largest number of votes. The nominating committee
shall be constituted based upon statistics of ownership from the shareholders'
register kept by VPC as per the last banking day in August each year and other
reliable ownership information that has been provided to the company at that
time. The nominating committee shall remain in office until a new nominating
committee has been appointed. The nominating committee and its chairman should
fulfill the criterions regarding independence set out in the applicable
corporate governance code. The nominating committee shall prepare proposals
regarding the election of chairman of annual general meetings, the election of
and remuneration to the chairman of the board of directors and other directors
as well as the auditors, and regarding provisions concerning the nominating
committee.

Item 17. Decisions regarding amendment of the articles of association and
approval of the business transfer to Tech Data. 
On March 4, 2008, Scribona announced that it had entered into an asset purchase
agreement on March 3, 2008 with Tech Data Corporation to divest the current
business, and that the transfer was conditioned by approval from the
shareholders at the annual general meeting. The transaction with Tech Data
presumes that Scribona's articles of association are amended. Closing of the
transaction is scheduled to occur on May 4, 2008, at the latest, if approval
from the EU Competition Authority has been obtained at that time.     

The price to be paid by Tech Data is a premium of EUR 16,500,000 plus the value
of the inventory and some other assets as of the closing date. The premium may
be reduced to a minimum of EUR 13,500,000 if certain negative developments
relating to the business would occur during the period from the signing of the
agreement until the closing date. However, such reduction may be recovered by
Scribona if there is a positive development of the business so that the gross
profit of Tech Data reaches certain targets in the first quarter of its
financial year 2009. 

A majority of the current employees will transfer to Tech Data, but redundancies
will have to be effectuated prior to closing date. Scribona has initiated
discussions with the unions on how to manage the employee matters properly. 
Shareholders representing at least 48.2 percent of all shares and 47.6 percent
of all voting rights in Scribona have expressed their approval of the
transaction.    

As a result of the transaction, the board of directors proposes that the
business objective set out in the company's articles of association (3§) shall
be amended to the following:

”The object of the company's business is to, directly or through subsidiaries,
conduct trade with equipment, computer products and other material for mainly
offices and homes, to distribute information, to perform therewith related
services, be able to own and manage shares and interests in external companies,
liquid funds, securities, other fixed and movable property and to conduct other
in connection therewith related activities.” 

The articles of association shall in other respects be unchanged.

The board of directors further proposes that the annual general meeting approves
the business transfer to Tech Data.

Available documents 
On April 15, 2008, at the latest, the following documents will be held available
on the company's homepage www.scribona.com and can be ordered free of charge by
shareholders in printed versions on tel + 46 (0)8-734 34 00, fax +46 (0)8-82 85
71 or e-mail info@scribona.se.
• An information memorandum with additional information on the business transfer
to Tech Data and the main terms of the asset purchase agreement.
• The annual report and the auditor's report. 
• The auditor's report whether the principles for remuneration to the executive
management have been followed.

Majority requirement
At the elections, the person who has received most votes is considered to have
been elected. In case of equal number of votes, the election will be settled by
drawing of lots, provided that the meeting has not decided before the election
that a new voting shall take place in case of equal number of votes.

The amendment of the articles of association is valid if it has been supported
by shareholders holding at least two thirds of votes cast and shares represented
at the meeting.

In all other matters, the decision of the meeting is constituted by the opinion
supported by more than half of the casted votes. In case of equal number of
votes, the chairman has the casting vote.

Number of shares and votes
The company has on April 23, 2008 a total of 81,698,572 shares of which
2,530,555 are of series A (each carrying five votes) and 79,168,017  are of
series B (each carrying one vote), corresponding to a total of 91,820,792 votes.

Solna, March 2008

THE BOARD OF DIRECTORS

Attachments

03312133.pdf