Proposal on Board of Directors from Carnegie's Nomination Committee

Proposal on Board of Directors from Carnegie's Nomination Committee

Carnegie's Nomination Committee has today submitted the following proposal for
the planned extraordinary general meeting.

For Carnegie's Board of Directors, the Nomination Committee has proposed the
re-election of Mai-Lill Ibsen, and has newly nominated Anders Fällman, Jan
Kvarnström, Björn C Andersson, Catharina Lagerstam, Magnus Lindquist and Patrik
Tigerschiöld.

The Nomination Committee has proposed Anders Fällman as Chairman of the Board
and Jan Kvarnström as vice chairman.  

“This is a strong board proposal with wide-ranging competence and experience
from the financial sector. It opens opportunities for Carnegie to take on the
important challenges that lies ahead,” says Ulf Strömsten, Chairman of the
Nomination Committee.”

Owners holding over 25 percent of votes and capital, including Catella, SEB
Fonder, Danske Capital, Invik and a group of shareholding employees within
Carnegie have expressed their support for the proposal. 

Nomination committee members Mats Lagerqvist of Swedbank Robur Fonder and Ossian
Ekdahl of Första AP-Fonden do not concur with the majority proposal for
chairman. 

“In Carnegie's current situation, it is important that the chairman is
independent. The chairman proposed by the Nomination Committee does not fulfil
that requirement, which means that we do not back the committee's nomination for
chairman and will thus resign from the Nomination Committee. However, we do
intend to support the members who have been nominated to the board,” say Mats
Lagerkvist and Ossian Ekdahl in a joint statement.“
Björn C Andersson (1946). Björn C Andersson has held a number of leading
positions within Handelsbanken's investment banking operations between 1985 and
2007, most recently as head of Handelsbanken Asset Management. Prior to this he
held positions including head of Handelsbanken Markets and head of the bank's
corporate finance division. Björn C Andersson currently holds board positions in
European fund and insurance companies (Chairman of the Board), the Swedish
investment fund Nordic Access Buyout Fund AB (Chairman of the Board) and is a
member of Nordic Capital's Review/Investment Committee and of OMX'  Surveillance
Committee. Number of shares in Carnegie: 200 

Anders Fällman (1962). Anders Fällman is President and CEO of Invik & Co since
2002. Prior to this he was the Deputy CEO for Invik, Deputy CEO for Metro
International S.A., and from 1987-2000, a lawyer and partner at the law firm
Cederquist. Anders Fällman is a board member of a number of Swedish and European
banking and insurance companies, and has extensive experience from publicly
listed companies such as Industriförvaltnings AB Kinnevik and Metro
International S.A. and Korsnäs. Number of shares in Carnegie: 0

Mai-Lill Ibsen (1955). Member of the board since 2007. Mai-Lill Ibsen has worked
in the Norwegian financial sector in positions including CEO for NOS ASA,
various management positions within Citigroup, Eksportfinans ASA, and
Sparebanken NOR (currently DnB NOR). Mai-Lill Ibsen has a number of other board
positions in companies including Kebony ASA, Eitszen Chemical ASA, ECO-Energi AS
and Folketrygdfondet. She previously held positions in a number of Norwegian
industry associations in the finance sector. Number of shares in Carnegie: 0

Jan Kvarnström (1948). Jan Kvarnström has a background in the international
financial sector including leading positions at the investment bank Dresdner
Bank AG and its international re-structuring unit during the years 2002-2006, as
advisor for 3i. He has previously been CEO for Esselte and for Securum, and was
head of Nordea's operations in London. Jan Kvarnström is currently a board
member in PA Recourses AB, Collector Finance & Law, and Castellum. Number of
shares in Carnegie: 0

Catharina Lagerstam (1962). Catharina Lagerstam has extensive academic and
industrial experience in the financial sector. She has a doctoral degree from
the Department of Finance at the Stockholm School of Economics and has
previously conducted research in the area of financial risks. Catharina
Lagerstam is part of the management team of Clearstream in Luxemburg since 2001.
She has also previously been CFO at Hufvudstaden and head of financial analysis
at Swedbank, and she was responsible for the valuation process at
Bankstödsnämnden in connection with the banking crisis in the 1990s. Number of
shares in Carnegie: 0

Magnus Lindquist (1963). Magnus Lindquist is CFO and Vice President of Autoliv
since 2001. Prior to this he held various management positions at Perstorp,
including the position as CFO from 1999-2001. He was previously CFO within the
Stora Enso group, and CFO of Skanska Installation Group. Magnus Lindquist holds
board positions in Micronic Laser Systems and Alimak Hek Group. Number of shares
in Carnegie: 0

Patrik Tigerschiöld (1964). Patrik Tigerschiöld is President and CEO for
Skanditek Industriförvaltning since 1999. He previously worked at SEB, and held
a number of different management positions within asset management and equity
sales between the years 1991-1999. Prior to this he was CEO for Hagströmer &
Qviberg's Luxemburg operations. Patrik Tigerschiöld holds a number of board
positions, as chairman of companies including Bure Equity, Vitrolife, Mydata
Automation and PartnerTech. Number of shares in Carnegie:10,000

The nomination committee is comprised of the following members: Ulf Strömsten,
Catella, chairman; Mats Lagerqvist, Swedbank Robur Fonder; Ossian Ekdahl, Första
AP-Fonden; Mikael Nordberg, Danske Capital; Anders Oscarsson, SEB Fonder; and
Christer Zetterberg, Chairman of the Board, D Carnegie & CO AB. Christer
Zetterberg has not participated in the nomination committee's processes. In
conjunction with the submission of the nomination committee's proposal, Ossian
Ekdahl of Första AP-Fonden and Mats Lagerqvist of Swedbank Robur Fonder have
chosen to resign from the nomination committee. At the same time, Anders Fällman
will become a member of the nomination committee, although he has not
participated in the proposal process for a new board and chairman.  
.
Of the proposed board members, 6 are considered to be independent* of the
company, management, and larger shareholders. Twenty-nine percent of the
proposed board members are women. 

The nomination committee proposes that the general meeting, in a change of
decision from the annual general meeting on March 29 2007, set stipulations for
selecting Nomination Committee members according to the following:    

“The general meeting commissions the Chairman of the board to, before decisions
regarding Chairman of the general meeting, board members and Chairman of the
board, or decisions regarding remuneration to the board at the 2008 annual
general meeting, or on occasion at extraordinary general meeting, to select at
least three and at most five members who, in addition to the chairman, will form
the Nomination Committee.  The Nomination Committee shall be comprised of,
besides Chairman of the Board, representatives of larger shareholders. Larger
shareholders may also mean a group of shareholders who, by agreement, are
long-term and have a unanimous position through exercising voting rights in a
coordinated way. 

The chairman of the board should not be the Chairman of the Nomination
Committee. Up until the Nomination Committee has a Chairman the Chairman of the
Board shall be the convener. The names of the members should be made public
immediately after the Nomination Committee has been selected, or on occasion,
after changes in the Nomination Committee. 

Up to and including January 2008, any new larger shareholders should be offered
a place in the Nomination Committee, and any additional changes of the
composition should be made in accordance. Changes of the composition of the
Nomination Committee should be decided by the Chairman of the board. 

The duty of the nomination committee for the 2008 annual general meeting, or for
any extraordinary general meeting before that, is to make a proposal for
Chairman of the general meeting, for board members, Chairman of the board, and
for remuneration to the board.”  


For additional information about the composition of the board: 
Ulf Strömsten, +46 73 - 44 01 660

For other information:
Andreas Koch, +46 8-676 86 39


*)Independent is defined as independent of both the company and the management
as well as of large shareholders. As a leading Nordic investment bank, Carnegie
may participate in projects for companies where Carnegie's board members  either
have direct or indirect financial or other interests. To the extent that the
board members' financial interests are not significant, Carnegie will consider
the se board members to be independent.

Carnegie is a leading independent investment bank with Nordic focus. Carnegie
provides value-added services in securities brokering, investment banking, asset
management, and private banking, as well as pension advisory services to
institutions, corporations and private clients. Carnegie has approximately 1,100
employees in eight countries and is listed on the Nordic Exchange.