Notice to attend annual general meeting

The stockholders of Nocom AB (publ.) are hereby summoned to attend the annual general meeting on Thursday, April 28, 2005 , at 6:00 p.m. The meeting will take place on the company's premises in Kristallen on Axel Johanssons gata 4-6, Uppsala . Notification Stockholders who wish to participate in the general meeting must 1) be entered in the share register kept by VPC AB (the Swedish Securities Register Center) as of Monday, April 18, 2005, and 2) make notification of their intention to participate in the AGM no later than Monday, April 25, 2005, at 4:00 p.m., to this address: Nocom AB (publ.), Kristallen, 754 51 Uppsala or by phone +46(0)18-65 55 00 or fax +46(0)18-65 55 55 or via the Internet at www.nocom.se. Notification should include the stockholder’s name, address, telephone number, national identity (social security) or corporate identity number, and number of shares held. Stockholders whose shares are registered with an administrator should arrange, well in advance of April 18, 2005 , for the administrator to temporarily register the shares in their own name, in order to have the right to participate in the meeting. When applicable, authorization documents, such as powers of attorney and registration certificates, should be sent in prior to the meeting. Stockholders who wish to bring one or two assistants to the meeting should announce this intention within the time limit and according to the established procedure. Agenda 1. Opening of the general meeting. 2. Election of chairperson for the meeting. 3. Establishment and approval of the register of votes. 4. Approval of agenda. 5. Election of one or two members to check the minutes. 6. Consideration of whether the meeting was duly convened. 7. Statement by CEO Stefan Skarin. 8. Presentation of annual report and auditor’s account, as well as of the consolidated accounts and the consolidated auditor’s report. 9. Resolutions a. whether to adopt the profit and loss account and the balance sheet, and the consolidated profit and loss account and consolidated balance sheet, b. regarding distributions of company losses according to the adopted balance sheet, c. regarding freedom of liability for the board members and CEO. 10. Stipulation of remuneration for the board of directors and auditor. 11. Election of board of directors. 12. Decision regarding change in company by-laws. 13. Authorization for the board to decide on issue of shares and promissory notes. 14. Authorization for the board to issue series B shares. a. authorization to issue shares with preferential right for stockholders. b. authorization to issue shares with deviation from stockholders’ preferential right. 15. Authorization for the board to acquire and transfer the company’s own shares. 16. Closing of the general meeting. Distribution of dividends (item 9 b above) The board proposes that no dividends for the fiscal year of 2004 be distributed. Proposal for election of members of the board (item 11 above) As a result, among other things, of the public offerings regarding TurnIT AB (publ.) and IAR Systems AB (publ.), the work of nominating members to the board of directors is still in progress. The proposals will be made public as soon as the company has received information thereof. At the AGM in 2004, Öhrlings PricewaterhouseCoopers AB was chosen to be the company’s auditors. Certified accountant Leonard Daun is the main person in charge. The choice of auditor was aimed to apply for the period up to and including the general meeting in 2008. Decision on change in company by-laws (item 12 above) The board of directors proposes that § 2 in the company by-laws be changed in such a way that the company’s headquarters be moved to Stockholm . It should be possible, however, to continue holding the general meetings in Uppsala . Furthermore, the board proposes a change in § 4 in the company by-laws that would raise the limits for capital stock to a minimum of SEK 70,000,000 and a maximum of SEK 280,000,000. Issuing shares (item 13 above) The board proposes that the general meeting give it the authority to decide, on one or several occasions before the next AGM, on a new issue of series B shares and issue of promissory notes associated with the warrant rights for new subscriptions of series B shares upon cash payment and/or including a stipulation of non-cash, thereby being able to deviate from stockholders’ preferential right. This authorization is only to be used for issues aimed at rendering compensation in connection with the public offerings to stockholders and holders of subscription options in TurnIT AB (publ.) and to stockholders in IAR Systems AB (publ.). Issuing shares (item 14 a above) The board proposes that the general meeting give it the authority to decide, during the period up until the next AGM, on a new issue of series B shares. This decision on a new issue will be made with preferential right for current stockholders. Issuing shares (item 14 b above) The board proposes that the general meeting give it the authority to decide, on one or several occasions during the period up until the next AGM, on a new issue of a total maximum of 8,500,000 series B shares upon cash payment and/or including a stipulation of non-cash or share settlement or other condition, thereby making deviation from stockholders’ preferential right possible. In consideration of shares presently being issued and the number of compensation shares which are to render compensation depending on degree of support in bids for TurnIT AB (publ.) and IAR Systems AB (publ.) at the outcome of the extended application periods on March 18, 2005, a new issue of 8,500,000 shares is equivalent to a dilution of votes by about 9 percent and of capital by about 10 percent . The reason for permitting deviation from preferential right is to make it possible for the company to issue shares in connection with the acquisition of companies or businesses. The company should also be allowed to implement directed share issues on the capital market with the object of procuring capital for the company, for instance, in connection with the acquisition of businesses through cash payment. Authorization to acquire and transfer the company’s own shares (item 15 above) The board proposes that the general meeting give it the authority to decide, on one or several occasions up until the next AGM, on acquisition of a maximum of so many shares that the company’s holding on each occasion does not exceed 10 percent of all shares in the company. Acquisition is to be made on Stockholmsbörsen Stock Exchange or through an offer made to all stockholders. Acquisition on Stockholmsbörsen may take place at a price per share within the rate interval noted for each occasion. Payment for these shares is to be made in cash. Furthermore, the proposal would mean giving the board authorization up until the next AGM to sell the company’s own shares, allowing the transfer of shares to be done with deviation from the stockholders’ preferential right in connection with acquisitions. The transfer would also be allowed to take place on a stock exchange with the intent of obtaining liquid capital for payment in connection with company acquisitions, and at a lowest price per share corresponding to a sum in close proximity of the rate of the company’s shares on the Stockholm Stock Exchange at the time of the decision or transfer, or at some other market value judged applicable by the board. This authorization may be used on one or several occasions and comprise all shares held by the company at the time of the board decision. Compensation for transferred shares may be made in cash or through non-cash or share settlement. The purpose of the authorization is to make it possible to continuously adapt the company’s capital structure to the company’s capital needs and thereby contribute to enhance stockholder value. Authorization would also make company acquisition possible. Majority requirement The general meeting’s approval regarding items 12, 13, 14 b and 15 will only apply if supported by at least two-thirds of the stockholders’ submitted votes and shares represented at the meeting. Documents for the general meeting The annual report and the auditor’s account for the financial year of 2004 are expected to be available at the company’s address some time during the first full week of April, 2005. -------------------------------------------------------------------------------- Uppsala , March, 2005 Nocom AB (publ.) Board of directors