The nomination committee's proposals to the Annual General Meeting in Orc Software AB (publ)

N.B. The English text is a translation of the Swedish text. In case of
discrepancy between the Swedish and the English text the Swedish version shall
prevail.

The nomination committee's proposals to the Annual General Meeting in Orc
Software AB (publ)

The Nomination Committee (1) in Orc Software AB (publ) (“Orc Software”) propose
the following to the Annual General Meeting in Orc Software to be held on April
14, 2010.

Chairman of the meeting 
The Nomination Committee proposes that Sören Lindström, advokat, is elected
Chairman at the Annual General Meeting.

Number of Board members and auditors 
The Nomination Committee proposes that the Board of Directors shall consist of
six ordinary Board Members and no Deputy Directors. It is noted that auditors
were elected at the Annual General Meeting year 2007 for the period until the
end of the Annual General Meeting 2011 and such election is therefore not
necessary. 

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 450,000 (SEK 350,000) and that
each member of the Board of Directors shall receive a remuneration amounting to
SEK 190,000 (SEK 175,000). The total proposed remuneration to the Board of
Directors therewith amounts to SEK 1,400,000 (SEK 1,225,000).  

In addition, the Nomination Committee proposes that the Chairman of the Board of
Directors shall be authorised to allocate SEK 150,000 (SEK 100,000) for
committee work if deemed appropriate by the Chairman. In the event that the
Chairman of the Board of Directors participates in committee work, the Chairman
shall be entitled to the same remuneration as other members of that committee. 

In accordance with previous procedures, fees to the auditors shall 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.

Election of Board members 
The Nomination Committee proposes re-election of the Board Members Markus
Gerdien, Patrik Enblad, Lars Granlöf, Eva Redhe Ridderstad and Carl Rosvall and
that Staffan Persson is elected as new Board Member. Katarina Bonde has declined
re-election.

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

Resolution regarding principles for appointment of the Nomination Committee
The four largest shareholders in accordance with Euroclear's registers of
registered shareholders on the last banking day of August (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. In
addition, the Chairman of the Board of Directors shall be a member and act as
convener of the Nomination Committee. In the event that one or more shareholders
decline their right hereof, the next largest shareholder shall be entitled to a
corresponding right.  

The names of the members of the Nomination Committee shall be made public as
soon as the members have been appointed. The Chairman of the Nomination
Committee shall, unless the members decide otherwise, 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. The
members of the Nomination Committee shall not be entitled to any remuneration.

A member shall resign from the Nomination Committee if the shareholder who has
appointed that member is no longer one of the four largest shareholders, where
after a new shareholder, in order of ownership in the company, shall be entitled
to appoint a member. Unless there are special reasons, however, no changes in
the composition of the Nomination Committee shall occur if only minor changes in
voting power have taken place or if the change occurs later than two months
before the Annual General Meeting. However, a member of the Nomination Committee
shall resign automatically if the shareholder who has appointed such member has
sold his entire holding in the company.

Shareholders that have appointed a representative to the Nomination Committee
shall be entitled to dismiss such 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 (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.
_____________________

The Nomination Committee's complete proposal as well as a presentation of the
proposed Board Members and an account of the Nomination Committee's proposals
and work during the year is available at the company's website:
www.orcsoftware.com.    


For further information please contact:
Thomas Bill, CEO Orc Software +46 (0) 8 506 477 35


(1) The Nomination Committee represents approximately 39,9 percent of the votes
(before the issue in kind in connection with the public offer for Neonet) and
consists of Kerstin Stenberg (Swedbank Robur fonder), Peter Rudman (Nordeas
fonder), Stefan Roos (SEB Asset Management S.A.), Peter Larsson (Monterro
Holdings Ltd) and Frank Larsson (Handelsbanken Fonder). Stefan Roos has been the
Chairman of the Nomination Committee. Criteria for election of and convening the
Nomination Committee can be found on the company's web page www.orcsoftware.com.


About Orc Software
Orc Software (SSE: ORC) is the leading global provider of powerful solutions for
the global financial industry in the critical areas of advanced trading and low
latency connectivity. Orc's competitive edge lies in its depth of knowledge of
the derivatives trading world gained by deploying advanced solutions for
sophisticated traders for over 20 years.

The company's solutions are gathered in the two main areas of Orc Trading and
Orc Connect, and provide the tools for making the best trading and connectivity
decisions with strong analytics, unmatched market access, powerful automated
trading functionality, high performance cross-asset capabilities, ultra-low
latency and risk management.

Orc's customers include leading banks, trading and market making firms,
exchanges, brokerage houses, institutional investors and hedge funds.

Orc provides the world's leading financial centers with sales and quality
support and training services from its offices across the EMEA, the Americas and
Asia Pacific.

For more information visit: www.orcsoftware.com