Proposal for the Election of Board Members in D. Carnegie & Co AB

The nomination committee has had five formal meetings. The workhas included a formal evaluation of the work of the Board as well ascontacts with Carnegie's major shareholders.

The nomination committee has been informed that all presentmembers of the Board, apart from Lars Bertmar, chairman of D. Carnegie& Co AB, and Thor Bjorgolfsson, representing Carnegie's mainshareholder Landsbanki Islands, will be available for re-election.

Carnegie's Board of Directors should consist of not less than fiveand not more than nine members. The nomination committee's aim hasbeen to establish a Board of Directors reflecting different areas ofexpertise, the market position and the different cultures representedin an international investment bank in the Nordic region. Importantparameters have been competence, experience, time available anddedication. The proposed Board of Carnegie includes representativesfrom five different nationalities. The Board members have extensiveindustrial and financial backgrounds from the Nordic region andinternationally, as well as expertise from the global financialservices industry and the regulatory environment in the EU. Allmembers, except the CEO, are non-executive.

The Nomination committee proposes that the Board of Carnegieconsists of 8 (9) members. The committee proposes re-election of thefollowing Board Members: Christer Zetterberg, Anders Ljungh, FieldsWicker-Miurin, Karin Forseke, Hugo Andersen, Niclas Gabran and DagSehlin. The nomination committee proposes election of KjartanGunnarsson as new Board member. The committee also proposes thatChrister Zetterberg is appointed Chairman of the Board of Carnegie.

Of the proposed members, six members are considered independentfrom the company, from the management as well as from largershareholders. Of the proposed members 25 per cent are female.
Name Hugo Andersen
Born 1946
Member since 2004
Nationality Danish
Function Non-Executive Director
Independence1 Independent

Name Karin Forseke
Born 1955
Member since 2003
Nationality Swedish
Function Chief Executive Officer
Independence1 Employed by Carnegie/American

Name Niclas Gabran
Born 1967
Member since 2005
Nationality Finnish
Function Non-Executive Director
Independence1 Independent

Name Kjartan Gunnarsson
Born 1951
Member since
Nationality New Icelandic
Function Non-Executive Director
Independence1 Repr Landsbanki Islands

Name Anders Ljungh
Born 1942
Member since 2001
Nationality Swedish
Function Non-Executive Director
Independence1 Independent

Name Dag Sehlin
Born 1945
Member since 2004
Nationality Swedish
Function Non-Executive Director
Independence1 Independent

Name Fields Wicker-Miurin
Born 1958
Member since 2003
Nationality American
Function Non-Executive Director
Independence1 Independent/British

Name Christer Zetterberg
Born 1941
Member since 2001
Nationality Swedish
Function Chairman, Non-Executive Director
Independence1 Independent

(1) Independence is defined as independence from the company, its
management as well as from its larger shareholders. As a leading
Nordic investment bank, Carnegie may take on assignments involving
companies in which members of Carnegie's board, directly or
indirectly, have economic or other interests. To the extent that the
board members' interests are not significant, Carnegie will regard
these board members as independent.

Hugo Andersen, Director. Born 1946. Board member since 2004. MrAndersen has served in many leading roles in the Nordic financial andinsurance sector. Until his retirement in 2003 he was CEO of TrygVestas Group for two years, having been managing director ofTryg-Baltica from 1997 and of Unibank/Nordea companies in Denmark from1999. In 1989 - 1997, he was managing director at Nykredit and beforethat he held several positions in various Danish banks with specialfocus on investment management and investment banking. Hugo Andersenis a board member of The Employees' Capital Fund (L0nmodtagernesDyrtidsfond), and a number of other board positions, and chairman ofthe board of Simon F Hartmann's Family Fund. He holds an MSc ineconomics. No. of shares in Carnegie: 5,000. No warrants.

Karin Forseke, Director. Born 1955. Board member since 2003. Shehas been CEO of the Carnegie Group since March 2003. Ms Forseke hasextensive experience of the UK and US financial markets. She was headof International Sales and Sales Trading at Carnegie between 1998 and2002. She was COO of the London International Financial Futures andOptions Exchange (LIFFE) from 1993 to 1998. From 1992 through 1993 shewas responsible for client relations and sales/distribution at WestpacBanking Corporation's Financial Markets Group. From 1989 to 1992 shewas director of business development in establishing The OMLX exchangein London. Ms Forseke studied economics, sociology and marketing atUCLA, Los Angeles, California. She is a member of the board of TheFinancial Services Authority (FSA) in the United Kingdom. No. ofshares in Carnegie: 305,000. Number of warrants 2004/2007: 25,000.

Niclas Gabran, Director. Born 1967. Board member since 2005.Niclas Gabran has extensive experience from international investmentbanking and from 1999 to 2005 he was a partner of Soros Private EquityPartners Limited in London. From 1992 to 1999 Niclas Gabran heldvarious positions within Goldman Sachs, mainly in Mergers &Acquisitions but also in Principal Investments. In 1998-1999, Gabranwas Business Unit Manager and Executive Director at Goldman Sachs inFrankfurt. Since April 2005, Niclas Gabran is Managing Director ofTowerBrook Capital Partners (UK) LLP in London. He is member of theBoards of Tradedoubler AB (2000-) and PolymerLatex GmbH (2003-). Hehas a MSc from the Helsinki University of Technology as well as a MScfrom the Swedish School of Economics and Business Administration inFinland. Niclas Gabran holds no Carnegie shares or warrants.

Kjartan Gunnarsson, born 1951, finished his law degree from theUniversity of Iceland in 1978 and studied international politics andstrategy in Norway 1979 to 1980. He was Chairman of the Board ofDirectors of Landsbanki Islands from January 1992 to January 1998 andVice Chairman of the Board of Directors of Landsbanki Islands Ltd from1998. Mr Gunnarsson has served on various Boards of Directors ofcompanies owned or partly owned by Landsbanki Islands. Mr Gunnarssonwas Chairman of the Board of Directors of the insurance company VIS1997-2002 and the life insurance company LIFIS 1997-2003. He is on theBoard of Directors of Heritable Bank Ltd, London. Kjartan Gunnarssonis Chairman of the Audit Committee of Landsbanki Islands. KjartanGunnarsson holds no Carnegie shares or warrants.

Anders Ljungh, Director. Born 1942. Board member since 2001. MrLjungh has in-depth knowledge and experience from the financialindustry and particularly from investment banking services,internationally as well as in the Nordic markets. Until 2000, heserved as senior adviser to Morgan Stanley Dean Witter. Between 1991and 1994, he was CFO of the European Bank for Reconstruction andDevelopment. He previously worked as head of Svenska HandelsbankenInternational in Stockholm and for the World Bank. Mr Ljungh holds aPhD from the Royal Institute of Technology, Stockholm. He is chairmanof HiQ, Lunarworks, Living Capital Management Ltd and Reformed SpiritsCompany Ltd.

No. of shares in Carnegie: 2,000. No warrants.

Dag Sehlin, Director. Born 1945. Board member since 2004. MrSehlin has extensive experience from leading positions in the Swedishfinancial sector. Since 1997 he has worked as a consultant and in1992-97 he was chief financial officer and deputy chief executiveofficer at Posten AB (the Swedish Postal Services Group includingPostGirot Bank). In 1986-92 he was executive vice president at OMGroup (today OMX) and before that he held positions in accounting andfinance with several Swedish companies. Dag Sehlin is a member of theboards of Tredje AP-fonden, BTS Group AB (chairman), ProAct IT GroupAB, and in AB Piccola (owned by Mr Sehlin) and its wholly-ownedForvaltning Madape AB. He served as member of the board of D. CarnegieAB in 1997-2003. Mr Sehlin has a MSc in business administration fromthe Stockholm School of Economics. No. of shares in Carnegie: 2,000.No warrants.

Fields Wicker-Miurin, Director. Born 1958. Board member since2003. Ms Wicker-Miurin has more than 20 years experience in the globalfinancial services industry and is also an adviser to the UKgovernment on regulatory financial industry issues. She is co-founderand partner of Leaders Quest. She was chief financial officer anddirector of strategy of the London Stock Exchange between 1994 and1997. She is a member of the Nasdaq Technology Advisory Council in NewYork and one of ten members of the Panel of Experts selected to advisethe EU Parliament on issues related to the financial services industryin the EU. Ms Wicker-Miurin has an international education withdegrees from the University of Virginia, I'Institut d'EtudesPolitiques in Paris, and the Johns Hopkins School of AdvancedInternational Studies in Bologna and Washington D.C. Noshares/warrants in Carnegie.

Christer Zetterberg, Vice Chairman of the Board. Chairman 2001-02.Born 1941. Mr Zetterberg has a background in the Swedish paper andpulp and manufacturing industry as well as the financial sector.Between 1990 and 1992, he was president and chief executive officer ofthe Volvo Group. In 1988-90 he was chief executive officer of PKbankenAB. In 1983-88 he was chief executive officer of Holmens Bruk AB. Heis chairman of Mekonomen AB and a board member of Micronic LaserSystems (vice chairman), L E Lundberg Group, Boo-Forssjo AB, NikeHydraulics AB (chairman) and Camfil. He is a member of the RoyalSwedish Academy of Engineering Sciences (IVA). Mr Zetterberg has a BScin business administration. No. of shares in Carnegie: 2,000. Nowarrants.

Carnegie is an independent Nordic investment bank operating inSecurities, Investment Banking, Asset Management and Private Banking.Carnegie provides a wide array of financial products and services toNordic and international clients from offices in eight countries:Sweden, Denmark, Norway, Finland, Luxembourg, Switzerland, the UK andthe US.

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