Notice to attend Orc Group AB's (publ) Extraordinary General Meeting (1)

Notice to attend Orc Group AB's (publ) Extraordinary General Meeting (1)

The shareholders of Orc Group AB (publ), reg. no. 556313-4583, are hereby
invited to attend the Extraordinary General Meeting to be held on Monday 12
March 2012 at 1.00 p.m. (CET) at the offices of Orc Group AB (publ), at
Kungsgatan 36, 5th floor, Stockholm, Sweden. Registration will commence at 12.30
p.m. (CET).

Registration
Shareholders who wish to participate at the Extraordinary General Meeting must

  · be registered in the shareholders’ register maintained by Euroclear Sweden
AB (“Euroclear”) on Tuesday 6 March 2012, and
  · notify the Company at:
-­     Orc Group AB (publ), extra bolagsstämma,
      c/o Euroclear Sweden AB,
      Box 191, 101 23 Stockholm, Sweden,
-­     or by telephone at +46 8 506 478 10,
-­     or on the Company’s web page, www.orc-group.com

no later than on Tuesday 6 March 2012. 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 Extraordinary General
Meeting.

Any personal record data from powers of attorney and the register of
shareholders maintained by Euroclear will be used for necessary registration and
preparation of the voting list for the Extraordinary General Meeting.

Authorised representatives etc.
A shareholder who will be represented by a proxy at the Extraordinary General
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. The registration certificate and the power of attorney cannot
be older than one year, or when the power of attorney according to its wording
is valid for a longer period, maximum five years. The proxy form is available on
Orc Group AB’s (publ) web page: www.orc-group.com.

Original powers of attorney, registration certificates and other documents of
authorisation should be received by the Company at the address mentioned above,
no later than Tuesday 6 March 2012.

Nominee-registered shares
Shareholders whose shares have been registered in the name of a nominee must, to
be able to attend the Extraordinary General Meeting, temporarily register their
shares with Euroclear 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 Tuesday 6 Mars 2012, on which day such registration shall
have been effected.

Number of shares and votes
At the time of this notice, Orc Group AB (publ) has 23 505 275 issued shares.
Each share represents one (1) vote. The Company does not hold any own shares.

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. Proposal regarding amendments to the Articles of Association.
 8. Determination of the number of members of the Board of Directors and Deputy
Directors, if any.
 9. Election of the Board of Directors.
10. Closing of the meeting.

Proposed resolutions:

Item 2, Election of Chairman of the meeting
The shareholder Cidron Delfi Intressenter AB, holding approximately 95.5 per
cent of the share capital and votes in Orc Group AB, proposes that the lawyer
(Sw. advokat) Wilhelm Lüning is elected Chairman of the Extra General Meeting.

Item 7, Proposal regarding amendments to the articles of association
Cidron Delfi Intressenter AB proposes that paragraph 6 of the company's articles
of association shall be amended so that the Board of Directors shall consist of
no less than three and no more than five ordinary members and no more than the
same number of deputy members. 

Further, Cidron Delfi Intressenter AB proposes that paragraph 8 of the Articles
of Association shall be amended so that the financial year of the company,
instead of being 1 January – 31 December, shall be 1 May – 30 April.

Item 8 - 9, Determination of number of members of the Board of Directors and
Deputy Directors, if any, and election of the Board of Directors
Cidron Delfi Intressenter AB proposes (i) that the Board of Directors shall
consist of three ordinary Board Members and one Deputy Director, (ii) that
Christian Frick, Per E. Larsson and Fredrik Näslund shall be elected as new
members of the Board of Directors, and that Daniel Berglund shall be elected as
Deputy Director, until the end of the Annual General Meeting, and (iii) that Per
E. Larsson shall be elected as Chairman of the Board of Directors. Further
information about the proposed directors can be found on the company's web site
www.orc-group.com.

Shareholder's right to request information
In accordance with Chapter 7 Section 32 of the Swedish Companies Act (2005:551),
the shareholders have the right to ask questions at the Extraordinary General
Meeting regarding the items on the agenda.

Majority requirements
In order to be valid, the Extraordinary General Meeting's resolution by the
Board of Directors in accordance with item 7 must be supported by shareholders
representing at least two thirds of both votes cast and shares represented at
the meeting.

Stockholm in February 2012
Orc Group AB (publ)
The Board of Directors

About Orc Group
Orc Group is a leading provider of technology and services for the global
financial industry. Orc delivers trading and market access solutions that are
used by proprietary trading and market making firms, investment banks, hedge
funds and brokerage houses.

The Orc Group serves customers through three business units, each with
distinctive offerings:

  · Orc develops and provides the tools needed to run profitable trading and
brokerage businesses.
  · Neonet offers professional market participants flexible, independent and
transparent execution services.
  · CameronTec is the financial industry leader in FIX infrastructure and
connectivity solutions.

With market presence in all major global financial centers, Orc provides sales
and support services from its offices across the EMEA, Americas and Asia-Pacific
regions.

Orc Group is publicly traded on NASDAQ OMX Stockholm (SSE: ORC).

For additional information, visit www.orc-group.com

(1) This document is an in-house translation of the Swedish original. In case of
discrepancies the Swedish version shall prevail.