NOTICE OF ANNUAL GENERAL MEETING

Shareholders of Addnode Group Aktiebolag (publ) are hereby invited to attend the
Annual General Meeting on Wednesday, 7 May 2014, at 6:00 p.m., at Bonnier
Conference Centre, Torsgatan 21 Stockholm. Doors will open at 5.30 p.m.
REGISTRATION
To be entitled to participate in the Annual General Meeting, shareholders must
be listed in the register of shareholders maintained by Euroclear Sweden AB, no
later than Wednesday, 30 April 2014, and inform the Company of their intention
to attend no later than Wednesday, 30 April 2014, by post to Addnode Group
Aktiebolag, “Årsstämma,” Hudiksvallsgatan 4, SE‐113 30 Stockholm, Sweden, by
telephone +46 (0)8 506 66 210, or by e‐mail to lena.ottesen@addnodegroup.com.
Registration must include the shareholder's name, personal registration
number/corporate registration number, address and telephone number, as well as
the number of any accompanying advisors (not more than two). Proxy holders and
representatives of legal entities are requested to submit authorization
documentation prior to the Annual General Meeting. Proxy forms are available on
Addnode Group's website, www.addnodegroup.com.
Shareholders whose shares are registered in the name of a nominee must request
that their shares be temporarily registered in their own name with Euroclear
Sweden AB, to be entitled to participate in the Annual General Meeting. This
procedure, so-called voting right registration, must have been effected
Wednesday, 30 April 2014, which means that the shareholder must inform the
nominee well in advance before this date.
PROPOSED AGENDA
The Board's proposed agenda is as follows:

 1. 1.      The meeting is opened.
 2. 2.      Election of Chairman of the Meeting (see below).
 3. 3.      Preparation and approval of voting list.
 4. 4.      Approval of the Agenda.
 5. 5.      Election of one or more persons to verify the minutes.
 6. 6.      Determination as to whether the Meeting has been duly convened.
 7. 7.      President's presentation of operations.
 8. 8.      Presentation of the Annual Report and the Auditors' Report as well
as the Consolidated Accounts and Consolidated Auditors' Report for 2013.
 9. 9.      Decision regarding the adoption of the income statement and balance
sheet as well as the consolidated income statement and balance sheet for 2013.
10. 10.   Decision regarding the disposition of the Company's profits in
accordance with the adopted balance sheet and the record date if the Meeting
resolves on a dividend (see below).
11. 11.   Decision regarding the discharge from personal liability for the
members of the Board of Directors and for the President.
12. 12.   Report on the work of the Nomination Committee.
13. 13.   Decision regarding the number of Board members and deputies if any
(see below).
14. 14.   Decision regarding remuneration to the Chairman of the Board, the
other Board members, and to the auditor (see below).
15. 15.   Election of Board members, Chairman of the Board and auditor (see
below).
16. 16.   The Board's proposal for a decision regarding guidelines for
remuneration and other employment terms for the Executive Management (see
below).
17. 17.   The Board's proposal for a decision to authorize the Board to decide
on acquisitions and transfer of the Company's own shares (see below).
18. 18.   The Board's proposal for a decision to allow for own series C shares
to, after conversion to series B shares, be transferred in accordance with the
authorization in item 17 (see below)
   1. 19.   The Board's proposal for a decision to authorize the Board to decide
on issues of new shares (see below).
   2. 20.   The Nomination Committee's proposal for a decision on a Nomination
Committee (see below).
   3. 21.   Closing of the meeting.

PROPOSED RESOLUTIONS
Item 10 - Decision regarding the disposition of the Company's profits in
accordance with the adopted balance sheet and the record date if the Meeting
resolves on a dividend
The Board proposes a dividend of SEK 2.25 per share and Monday, 12 May 2014 as
the record date for the dividend. Based on this record date, Euroclear Sweden is
expected to pay out the dividend on Thursday, 15 May 2014.
Item 2, 13-15 - Election of Chairman of the Meeting, decision regarding the
number of Board members and deputies if any, decision regarding remuneration to
the Chairman of the Board, the other Board members, and to the auditor and
election of Board members, Chairman of the Board and of auditor
The members of the Nomination Committee have been Wilhelm Arnör (Chairman of the
Nomination Committee), appointed by Vidinova AB, Jonas Gejer, appointed by
Aretro Capital AB, Birger Gezelius, appointed by Swedbank Robur fonder, Richard
Hellekant, appointed by PSG Capital, and representing the institutional owners,
and Per Granath, representing the minor shareholders. In addition, the Chairman
of the Board, Sigrun Hjelmquist, has been a member of the Nomination Committee.
The proposals by the Nomination Committee to the Annual General Meeting are as
follows:

  · Sigrun Hjelmquist to be elected as Chairman of the Meeting.
  · Six Board members and no deputies to be elected.
  · Fees to the Board, for the period until the conclusion of the next Annual
General Meeting, to be paid in the amounts of SEK 340,000 (unaltered) to the
Chairman and SEK 170,000 (unaltered) to each of the other Board members elected
by the Annual General Meeting, and remuneration may be paid on account for
special undertakings by Board members in their respective fields of expertise
(consultancy services etc.), provided that such undertakings have previously
been approved by the Chairman of the Board or by two Board members. Fees for
work on the Audit Committee shall be paid in the amount of SEK 50,000
(previously SEK 40,000) to the Chairman and SEK 30,000 (unaltered) to each of
the other committee members. Fees for work on the Remuneration Committee shall
be paid in the amount of SEK 15,000 (unaltered) to each of the committee
members. Board member may be given the possibility to invoice the Company for
work on the Board provided that it is cost-neutral to the Company and that it is
in accordance with applicable legal requirements and recommendations. The
nomination committee has further proposed that fair remuneration to the auditor
is to be paid with a reasonable amount by approved accounts.
  · Re-election of the directors, Sigrun Hjelmquist, Thord Wilkne, Dick
Hasselström, Jan Andersson and Kristofer Arwin and election of Annika Viklund as
new director. Eva Listi has declined re-election.
  · Sigrun Hjelmquist to be elected Chairman of the Board.
  · Re-election of the registered public accounting firm PricewaterhouseCoopers
AB for the period until the end of the next Annual General Meeting.
PricewaterhouseCoopers AB will appoint Magnus Brändström to be auditor in
charge.

The Nomination Committee's reasoned statement regarding the proposed board of
directors can be found on the Company's website, www.addnodegroup.com.
Item 16 - The Board's proposal for a decision regarding guidelines for
remuneration and other employment terms for the Executive Management
Executive Management means the President of the parent company, the other
members of the Group Management and other senior executives specified on page 79
of the Company's Annual Report for the financial year 2013. The Board proposes
the following guidelines to the Annual General Meeting 2014:
Remuneration to the President of the parent company, the other members of the
Group Management and other senior executives shall consist of a fixed salary, a
variable remuneration, share based incentive plan and additional benefits and
pension. The fixed salary shall be competitive and secure that Addnode Group is
able to recruit competent managers. As a general rule, the fixed salary shall be
re-evaluated on a yearly basis and shall take the individual's qualitative
performance into consideration. A variable remuneration can be paid in addition
to the fixed salary. Variable remuneration shall be based on results achieved
and/or individually established and specific goals. For the President of the
parent company, the variable cash remuneration shall be based on results
achieved by the Group. The variable cash remuneration may not exceed 12 monthly
salaries. For other members of the Group Management and other senior executives,
the variable cash remuneration may not exceed six monthly salaries and shall
mainly be based on the results of the business area for which the executive is
responsible. Share based incentive plans shall secure a long-term commitment to
the Group's development and encourage own shareholding in the Company.
Pensions shall always be premium‐based to create predictability with regard to
the Company's future commitments. Pension premiums shall be paid with up to a
maximum of 30 per cent of the current fixed annual salary.
Other remuneration and benefits shall be on market terms and contribute to
facilitating the executive's ability to carry out his/her work assignments.
Other benefits mainly refer to company car or car allowance.
The employment contracts of the senior executives include terms regulating
termination of employment. According to the policy, employment can be terminated
at the request of one party, with a term of notice of minimum six months and a
maximum of twelve months. During the term of notice, the payment of salaries,
remuneration and benefits shall be unchanged.
The principles shall apply to employment contracts entered into after the Annual
General Meeting and for any amendments to existing terms. The Board may deviate
from these guidelines in certain individual cases for which there is
justification.
Item 17 - The Board's proposal for a decision to authorize the Board to decide
on acquisitions and transfer of the Company's own shares
The Board proposes that the Annual General Meeting authorizes the Board to make
decisions, on one or several occasions prior to the next Annual General Meeting,
to acquire a maximum number of series B shares so that the Company's holding
following the acquisition does not exceed 10 per cent of all the shares in the
Company at any time. The buyback shall be conducted on the NASDAQ OMX Stockholm
at a price that is within the registered range for the share price prevailing at
any time (the so‐called spread), that is, the range between the highest ask
price and the lowest bid price and, where applicable, observing the, from time
to time, applicable rules set out in the NASDAQ OMX Stockholm Rule Book for
Issuers. Where buybacks are effected by a stock broker as assigned by the
company, the share price may, however, correspond to the volume weighted average
price during the time period within which the shares were acquired, even if the
volume weighted average price on the day of delivery to the company falls
outside the spread. The purpose of any buyback of own shares is primarily to
transfer shares in conjunction with financing of Company acquisitions and other
types of strategic investments.
Furthermore, the Board proposes that the Annual General Meeting authorizes the
Board to make decisions, on one or several occasions, prior to the next Annual
General Meeting, to transfer series B shares in the Company to a third party.
The number of shares transferred may not exceed the total number of shares held
by the Company at any time. Transfer may be conducted on or outside the NASDAQ
OMX Stockholm and includes the right to deviate from the preferential rights of
shareholders. The transfer of shares on the NASDAQ OMX Stockholm shall be
conducted at a price within the registered price interval at any time. The
transfer of shares outside the NASDAQ OMX Stockholm shall be made at a price in
cash or value in property received that corresponds to the share price at the
point in time of the transfer of the Addnode Group shares that are transferred
with the deviation that the Board deems appropriate. The reason for permitting
the Board to deviate from the preferential rights of shareholders is to enable
financing of potential company acquisitions and other types of strategic
investments in a cost efficient manner. For a valid decision under this item,
shareholders representing at least two thirds of both the voting rights and the
shares represented at the Annual General Meeting must support the Annual General
Meeting’s decision.
Item 18 - The Board's proposal for a decision to allow for own series C shares
to, after conversion to series B shares, be transferred in accordance with the
authorization in item 17
At the Annual General Meeting 2011, it was decided to implement a share savings
plan for all employees of Addnode Group. To secure the obligations of the
Company to deliver series B shares to the participants in the share savings
plan, the same Annual General Meeting decided to authorize the Board to decide
on an issue of new series C shares to Nordea Bank AB (publ), and of a buyback of
series C shares from Nordea Bank AB (publ). In accordance with the
authorization, the Company has issued and repurchased 674,224 series C shares,
which are held by the Company. The Annual General Meeting 2011 furthermore
decided that the repurchased series C shares, after conversion to series B
shares, can be transferred to the participants in the share savings plan in
accordance with the terms of the plan. Because, among other, not all employees
of the Group have chosen to participate in the share savings plan and since the
performance conditions of the plan cannot be fully achieved, maximum
approximately 203,000 series B shares will be needed, according to the Company's
calculations, to satisfy the obligation of the Company to deliver series B
shares to the participants in the plan. The Board considers it most cost
-efficient and appropriate to propose to the Annual General Meeting that those
series C shares, which will consequently not be required to satisfy the
Company's obligation to deliver series B shares to the participants in the plan,
may be used, after conversion into series B shares, for transfer to a third
party in accordance with the authorization in item 17 of the agenda. For a valid
decision under this item, shareholders representing at least two thirds of both
the voting rights and the shares represented at the Annual General Meeting must
support the Annual General Meeting’s decision.
Item 19 - The Board's proposal for a decision to authorize the Board to decide
on issues of new shares
The Board proposes that the Annual General Meeting authorizes the Board to make
decisions, on one or several occasions, prior to the next Annual General
Meeting, with or without deviation from the preferential rights of shareholders,
regarding new share issues. Based on the resolution, with the support of an
authorization, it shall be possible to increase the share capital by a total of
not more than SEK 36,000,000 by issuing a total of not more than 3,000,000 new
shares at full subscription. The authorization shall also encompass the right to
decide on a new share issue stipulating cash‐in‐kind payment or that shares
shall be subscribed for with right of set‐off or otherwise with conditions
stipulated in Chapter 13, Section 7 of the Swedish Companies Act. The reason for
the deviation from the preferential rights of shareholders is to enable private
placements for the implementation of acquisitions of all or parts of other
companies or operations, or to raise capital to use in such acquisitions. The
basis for the subscription price shall be the share's market value. The
authorization shall not be used to make decisions regarding issues in cash
directed solely or partly to one or more existing shareholders – in cash issues
where shareholders shall be entitled to subscribe, the preferential rules of the
Swedish Companies Act shall instead apply. For a valid decision under this item,
shareholders representing at least two thirds of the votes cast and the shares
represented at the Annual General Meeting must support the Annual General
Meeting’s decision.
Item 20 - The Nomination Committee's proposal for a decision on a Nomination
Committee
The current Nomination Committee has proposed that the Annual General Meeting
resolves to commission the Chairman of the Board to contact the three largest
owner‐registered shareholders in terms of voting rights based on shareholder
statistics from Euroclear Sweden AB as per 31 August 2014, each of which
appoints one representative who is not a member of the Company's Board of
Directors to serve as a member of the Nomination Committee, along with the Board
Chairman, until a new Nomination Committee is appointed by mandate of the next
Annual General Meeting. In addition, the Chairman of the Board shall appoint one
representative of the smaller shareholders and one representative of the
institutional owners to be a member of the Nomination Committee. The Chairman of
the Nomination Committee shall represent the largest shareholder in terms of
voting rights. The composition of the Nomination Committee shall be announced
not later than six months before the 2015 Annual General Meeting. No fees are
paid to members of the Nomination Committee. If a member steps down from the
Nomination Committee before completing his or her assignment, and if the
Nomination Committee believes there is a need to replace this member, the
replacement will be appointed by the same shareholder that appointed the
departing member. In the event that a significant change occurs in the ownership
structure after the Nomination Committee has been appointed, the composition of
the Nomination Committee shall also be changed accordingly, if the Nomination
Committee believes this is necessary. Changes in the composition of the
Nomination Committee shall be immediately announced. The task of the Nomination
Committee is, prior to the Annual General Meeting, to present proposals
regarding the number of Board members to be elected by the Annual General
Meeting, Board fees, auditors' fees, any remuneration for committee work,
composition of the Board, Chairman of the Board, Nomination Committee, Chairman
of the Annual General Meeting and election of auditors. The present Nomination
Committee shall remain until a new Nomination Committee has been formed.
OTHER INFORMATION
The number of shares in Addnode Group as of the day of announcement of this
notice amounts to 30,088,517 of which 1,053,247 are Series A shares, 28,361,046
are series B shares and 674,224 are Series C shares, corresponding to a total of
39,567,740 votes. Series A shares carry ten votes and series B shares and C
shares carry one vote each. As of the day of announcement of this notice,
Addnode Group holds all 674,224 shares of series C, in treasury carrying one
vote each. These shares cannot be represented at the Annual General Meeting.
In accordance with the Swedish Companies Act Chapter 7, Section 32, the
shareholders have the right to ask questions at the Annual General Meeting in
relation to the items on the agenda and about the financial situation of the
Company and the Group. Shareholders who wish to submit questions in advance of
the Annual General Meeting, shall send these to Addnode Group Aktiebolag,
"Annual General Meeting", Hudiksvallsgatan 4, SE-113 30 Stockholm, per telephone
+46-8-506 66 210 or by e-mail lena.ottesen@addnodegroup.com.
AVAILABLE DOCUMENTS
The Company's Annual Report and auditors' report relating to the 2013 fiscal
year, the Board of Director's reasoned statement pertaining to the proposed
dividend in accordance with Chapter 18, Section 4 of the Swedish Companies Act
and relating to the proposed authorization pertaining to acquisition of own
shares according to Chapter 19, Section 22 of the Swedish Companies Act, the
auditor's report regarding whether the previous guidelines for remuneration to
the Executive Management have been complied with and the Board's complete
proposals for decision under items 10, 16-19 above, will be available on the
Company's website, www.addnodegroup.com and at the Company from 16 April 2014.
The above documents will also be sent to shareholders who so request and provide
their postal address.
Stockholm, April 2014
Addnode Group Aktiebolag (publ)
The Board of Directors
The information in this notice of Annual General Meeting is such that Addnode
Group must disclose in accordance with the Swedish Securities and Clearing
Operations Act and/or the Financial Instruments Trading Act. The information was
released on April 3, 2014 at 08:30.
For more information:
Sigrun Hjelmquist, Chairman of the Board, Addnode Group AB
Phone:   +46 704 977 202
E-mail:   sigrun@hjelmquist.se
Johan Andersson, CFO, Addnode Group AB
Phone:   +46 704 205 831
E-mail:   johan.andersson@addnodegroup.com