Notice to Attend the Annual General Meeting for Enea AB

Registration

Right to attend the Annual General Meeting has anyone who isregistered as shareholder in the shareholders' register held by theSwedish Securities Register Center (VPC AB) as on May 12, 2006 and whohas notified its intention to participate in the Annual GeneralMeeting to the Company no later than 5.00pm Central European Time onMay 12, 2006. A notification may be made by post to Enea AB (publ),Box 1033, 164 21 Kista, Sweden, by telephone on +46 8 5071 4100 or bye-mail to bolagsstamma@enea.se. The notification must contain theshareholder's personal registration number (for individuals) orcorporate registration number (for companies), the number of sharesheld, address, telephone number as well as information about any proxyrepresentation, if applicable.

Shareholders represented by proxy must execute a dated proxyauthorization for the proxy. The proxy authorization should besubmitted to the Company at the above-mentioned address well inadvance of the Annual General Meeting. If the proxy authorization isissued by a legal entity, a certified copy of the registrationcertificate for the legal entity must be attached. The certificate maynot be older than one year. In order to be entitled to participate inthe Meeting, shareholders whose shares are trustee-registered musthave their shares re-registered in their own name so that theshareholder in question is registered as the shareholder as on May 12,2006. Such registration may be temporary. Shareholders should notifythe trustees of such registration well in advance.

Agenda for the Meeting
Proposed agenda:
1. Opening of the Meeting
2. Election of the chairman of the Meeting
3. Preparation and approval of the register of shareholders entitled
to vote at the Meeting
4. Approval of the agenda
5. Election of one or two persons to verify the minutes and election
of person to count votes
6. Determination of whether the Meeting has been duly convened
7. Presentation of the annual report and the consolidated financial
statements
8. Speech by the President, after which the shareholders will have
the opportunity to ask any questions to the President, the Chairman
of the Board of Directors and the Chairman of the Remuneration
Committee
9. Presentation of the Auditor's report and the Auditor's report on
the consolidated financial statements, after which the shareholders
will be given the opportunity to ask any questions to the Auditor,
the Chief Financial Officer and the Chairman of the Audit Committee
10. Resolutions on
a) the adoption of the income statement and balance sheet as
well as the consolidated income statement and balance sheet
b) the appropriation of the Company's profit or loss in
accordance with the balance sheet adopted
c) the discharge from liability of the members of the Board of
Directors and the President
11. Determination of the number of members and deputy members of the
Board of Directors
12. Determination of remuneration to be paid to members of the Board
of Directors and the Auditor
13. Election of the
d) Board of Directors
e) Chairman of the Board of Directors
f) deputy Auditor
14. Question of the principles for the appointment of a new Nomination
Committee
15. Proposal of the Board of Directors for a resolution to amend the
Company's articles of association
16. Proposal of the Board of Directors for a resolution regarding an
option programme for employees of Enea TekSci Inc. including issue of
warrants and assignment of warrants
17. Proposal of the Board of Directors for a resolution to authorize
the Board of Directors to decide on new share issues for acquisitions
of shares or businesses
18. Any other business raised at the Meeting in accordance with the
Swedish Companies Act or according to the Company's articles of
association
19. Closing of the meeting

Proposed Resolutions

Proposed resolution from the Board of Directors for theappropriation of the Company's profit or loss (item 10 b)

The Board of Directors proposes to the Meeting that no dividend bepaid for the 2005 fiscal year.

Nomination committee's proposal for election of the Board of Directors etc (items 2 and 11-13)

The nominations have been prepared by a Nomination Committeeconsisting of representatives of the major shareholders, namely PerLindberg, Nordea Fonder as represented by Thomas Ehlin, Robur Fonderas represented by Magnus Bakke, Kim Wallden and the Chairman of theBoard of Directors. The proposals of the Nomination Committee asprovided below are supported by shareholders representing more than 20% of the total of votes and shares in the Company as of the date ofthis notice.

The Nomination Committee proposes that Staffan Ahlberg is to bechosen to chair the 2006 Annual General Meeting

The Nomination Committee proposes that the Board of Directorsshall consist of six ordinary members elected by the Annual GeneralMeeting without deputy members. According to the NominationCommittee's proposal, a total remuneration in the amount of SEK1,110,000 is to be paid to the Board of Directors, allocated with anamount of SEK 310,000 to the Chairman and SEK 130,000 to the othermembers elected by the Meeting as well as a further SEK 150,000 to beallocated between the members of the Board of Directors in relation totheir performance and participation in committee work.

The Nomination Committee proposes re-election of Staffan Ahlberg,Asa Landen Ericsson, Gosta Lemne, Jon Risfelt, Jan Rynning and AndersSkarin. Further, the Nomination Committee proposes Staffan Ahlberg tobe appointed for the Chairman of the Board of Directors.

The Nomination Committee proposes KPMG Bolins to be appointeddeputy Auditor.

It is proposed that a reasonable remuneration is to be paid to theAuditor in accordance with an invoice based on the actual time for theimplementation of the required work.

Question of the principles for the appointment of a new Nomination Committee (item 14)

The Nomination Committee proposes that the new NominationCommittee shall consist of representatives of four of the majorshareholders and the Chairman of the Board of Directors. As apreparation for next year's Annual General Meeting, the last-mentionedshall during October/November contact the representatives of the fourmajor shareholders according to the shareholders' register ofSeptember 30, 2006 in order to offer them to participate in theNomination Committee. If any of the four major shareholders refrainsfrom appointing a representative of the Nomination Committee, then thenext largest shareholder will be given the opportunity to appoint suchrepresentative; however, maximum ten of the largest shareholders haveto be asked. A shareholder representative should be appointed as theChairman of the Nomination Committee. When the Nomination Committeehas been constituted, which may not be later than six months prior tothe Annual General Meeting, a press release announcing the members andhow they can be contacted will be distributed as well as published onthe Company's web site.

In case a shareholder has exercised its right to call anextraordinary General Meeting with an election of the Board ofDirectors on agenda, a new Nomination Committee shall be appointedaccording to same principals as above described. If considerablechanges in the owner structure occur after the appointment of theNomination Committee, the composition of the Nomination Committeeshall be changed according to the principals above.

Proposal of the Board of Directors for a resolution to amend the Company's articles of association (item 15)

The Board of Directors proposes that the Annual General Meetingresolves to amend the articles of association in order to adaptingthem to the requirements of the new Companies Act. The Board ofDirectors' proposal mainly involves replacing the provision withrespect to the par value of shares by a provision stipulating themaximum and minimum number of shares in the Company, the Board ofDirectors being given the right to allow persons other thanshareholders to be present at general meetings, the Board of Directorsbeing given the right to collect proxies at the Company's expense andcertain amendments of an editorial nature.

The passing of a resolution in accordance with this item requiresthe support by shareholders comprising at least 2/3 of both the votesplaced and the shares represented at the Meeting.

Proposal of the Board of Directors for a resolution regarding an option programme for employees of Enea TekSci Inc. including issue of warrants and assignment of warrants (item 16)

The Annual General Meeting of the Company in 2003 resolved on athree-year option programme for employees of the Company's whollyowned U.S. subsidiary Enea TekSci, Inc. ("Enea TekSci"). The programmeis referred to below as Stock Option Plan 2003 or the programme.

Given that the Stock Option Plan 2003 expires on December 31,2006, the Board of Directors proposes that the Annual General Meetingresolves upon a new three-year option programme for the employees ofEnea TekSci, referred to below as Stock Option Plan 2006 or theprogramme. The proposal is closely connected with Stock Option Plan2003.

Under Stock Option Plan 2006 non-transferable options giving theright to acquire a combined total of 2,000,000 shares in the Companycould be allocated to current and future officers of the company andother employees of Enea TekSci for no payment. The initial allocationof a total of approximately 1,400,000 options is to be made to currentemployees and the remaining options, approximately 600,000, are to bereserved for allocation to new employees during the duration of theprogramme, to render possible for Enea TekSci to recruit on marketterms. In addition it will be possible to allocate options to newemployees during the duration of the programme as set out below.

An initial allocation of a maximum of 200,000 options per employeein the Senior Vice Presidents category shall be made, which includesthe Chief Executive Officer of Enea TekSci. There shall be a furtherinitial allocation of a maximum of 100,000 options to employees in theVice Presidents category. These two categories comprise a total ofapproximately 15 current employees and the total allocation to SeniorVice Presidents and Vice Presidents shall not initially exceed1,000,000 options. In addition there shall be an initial allocation ofa maximum of 50,000 per employee in the Senior Consultants categoryand of a maximum of 20,000 options to other employees allocation towhom is considered desirable in the light of the object of theprogramme and the prevailing market conditions. The last twocategories comprise a total of approximately 20 current employees andthe combined allocation categories shall not initially exceed 400,000options.

Under the terms of the options, the extent to which thoseallocated can be exercised by the holder shall be dependent on theemployment relationship persisting until the commencement of theredemption period. It shall be possible to allocate allocated optionsthat cannot be exercised as a result of the holder's employmentceasing before the commencement of the redemption period to newemployees of the company.

Subject to the above restriction, every allocated option shallentitle the holder to acquire one share in the Company during theperiod from June 1, 2009 to December 31, 2009 inclusive at aredemption price of 115 percent of the volume-weighted average quotedprice paid for Enea shares on the Stockholm Stock Exchange during theperiod from May 22, 2006 to May 26, 2006 inclusive. It shall bepossible to exercise the options earlier - 'premature redemption' - inthe event of the holder's employment ceasing before the commencementof the redemption period and the holder thereupon being entitled tosome extent to exercise allocated options, and in the event of amerger whereby the Company is merged into another company, or othersimilar event. The exercise price and the number of shares which eachoption entitle the holder to purchase shall be recalculated in theevent of a share split or reverse split, issue, etc. on the customaryterms.

A special options committee shall be formed to implement StockOption Plan 2006 in accordance with the above. The committee shallconsist of at least two persons and the Chief Executive Officer andFinance Manager of the Company shall be members of it.

As surety for Enea TekSci's undertakings under Stock Option Plan2006 on redemption of the options, it is proposed that 2,000,000warrants (the "Warrants") be issued to Enea TekSci, which companyshall be entitled to dispose over them and transfer them withoutpayment with the aim of fulfilling the undertakings under Stock OptionPlan 2006. The Warrants shall confer the right to subscribe for sharesat the price set out in the above terms for the options. As surety forEnea TekSci's undertakings under Stock Option Plan 2006 in respect ofthe opportunity for premature redemption, it shall be possible tosubscribe for shares using the Warrants during the period from August1, 2006 until December 31, 2009 inclusive. It shall be possible toincrease the share capital with not more than SEK 100,000 subjectalways to the increase that may be caused by recalculation resultingfrom new issues, etc.

There will be a combined total of not more than 2,000.000additional shares in the Company on full exercise of the options underStock Option Plan 2006, subject to such recalculation under the termsof the options as may arise as a consequence of a share split, reversesplit etc. Assuming full exercise, new shares will constituteapproximately 0.5 of the subscribed shares and votes taken after fullexercise of the options under Stock Option Plan 2003 and Stock OptionPlan 2006. On full exercise of the options under Stock Option Plan2003 and Stock Option Plan 2006, the number of new shares should beapproximately 1.3% of the subscribed shares and votes, taken afterfull exercise of the options under Stock Option Plan 2003 and StockOption Plan 2006. Stock Option Plan 2006 may incur costs for the Eneagroup in the form of social security charges on exercise andaccounting costs during the term of the options.

Given the North American market's importance to the Enea group,the competitive situation in that market and the existence of similarincentive programmes among the employers with whom Enea TekSci mainlycompetes for staff, the programme is considered to be important forrecruiting and retaining staff for the North American business andhence important for Enea TekSci's continued development. Taking thisinto account and having regarded the terms and scope of the programme,the Board of Directors considers the proposed programme to bereasonable and advantageous to Enea TekSci and hence to the Companyand its shareholders.

A resolution on the above lines requires the support ofshareholders with at least nine tenths of both the votes cast and theshares represented at the meeting.

Proposal of the Board of Directors for a resolution to authorize the Board of Directors to decide on new share issues for acquisitions of shares or businesses (item 17)

The Board of Directors proposes that, for the period until thenext Annual General Meeting, the Annual General Meeting authorizes theBoard of Directors to decide on one or more occasions on new shareissues, with deviation from the preferential rights of shareholdersand on issues in kind or other conditions as referred to in the firstparagraph of Chapter 13, Section 5 of the Swedish Companies Act, andon the conditions of the new share issue in other respects.

The issue price must, however, be established on market termscorresponding to maximum of 5% of the number of outstanding shares ason the day of this notice.

The reason for deviation from the preferential rights ofshareholders and the right to decide on issues in kind or otherconditions as referred to in the Swedish Companies Act is to enablethe Company to issue shares for acquisitions of shares or businesses.

The passing of a resolution in accordance with this item requiresthe support by shareholders comprising at least 2/3 of both the votescast and the shares represented at the Meeting.

This resolution replaces the previous resolution on authorizationpassed at the Annual General Meeting on May 19, 2005.

Documents

Annual Report and Auditor's Report will be available for downloadon the Company's website enea.com from today. The complete proposalsfor resolutions of the Board of Directors and a summary of the otherwork performed by the proposed members of the Board of Directors willbe available for download on the Company's internet sites as per May2, 2006. Upon request, the documents will be sent to the shareholdersand the documents will also be available at the Annual GeneralMeeting.

Kista, April 2006

The Board of Directors

About Enea

Enea is the leading supplier of real-time operating systems,middleware, development tools, database technology and professionalservices for high-availability systems such as telecommunicationsinfrastructure, mobile devices, medical instrumentation, andautomobile control/infotainment. Enea's flagship operating system, OSEis deployed in approximately half of the world's 3G mobile phones andbase stations. Enea has over 500 employees and is listed on theStockholm Stock Exchange.

For further information on Enea, please visit www.enea.com

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