STOCKHOLM, Sweden–(EMWNews)–Regulatory News:

The shareholders of Lagercrantz Group AB (publ.) (“the

Company”) (STO:LAGRB) are hereby given notice

to attend the Annual General Meeting to be held at 4:00 p.m., 1

September 2008, at IVA conference centre, Grev Turegatan 16, Stockholm.

NOTICE OF PARTICIPATION

Shareholders who wish to participate in the proceedings of the Annual

General Meeting must:

• be entered in the shareholders’

register maintained by VPC AB (not registered under a trustee) no later

than Tuesday, 26 August 2008.

• notify the Company’s

head office under address Lagercrantz Group AB (publ.), P.O. Box 3508,

SE-103 69 Stockholm, Sweden, or by telephone +46-8-700 66 70, or fax

+46-8- 28 18 05 or [email protected]

no later than by 3:00 p.m., Thursday, 28 August 2008. Such notice must

contain the shareholders’ name, personal

registration number (organisation number), address, telephone number and

the number of shares represented as well as any attending counsel.

Information given for participation will only be processed for purposes

of the annual general meeting 2008.

Shareholders whose shares are registered under a trustee must

temporarily register their shares in their own name in order to exercise

their voting rights at the Annual General Meeting. Such changes in

registration must be completed no later than Tuesday, 26 August 2008 in

order for due registration to take place.

Where participation is based on a proxy, such proxy must be submitted to

the Company well in advance of the Annual General Meeting. Proxies for

legal entities must also submit a certified copy of a certificate of

incorporation or equivalent document evidencing authority. The Company

provides a proxy form to the shareholders and such form is available at

the Company’s Internet website: www.lagercrantz.com.

PROPOSED AGENDA

1. Opening of the Meeting.

2. Election of Chairman to preside over the Meeting.

3. Compilation and approval of Electoral Register.

4. Approval of agenda.

5. Election of one or two persons to approve the Minutes to be taken at

the Meeting.

6. Determination of whether or not the Meeting has been duly called.

7. Presentation of the Annual Accounts and the Audit Report and the

Consolidated Financial Statements and the Consolidated Audit Report.

8. Address by the President and Chief Executive Officer.

9. Resolutions

a) regarding adoption of the Income Statement and the Balance Sheet and

the Consolidated Income Statement and the Consolidated Balance Sheet,

b) regarding allocation of the Company’s

earnings in accordance with the duly adopted Balance Sheet, and

c) regarding discharge from liability for the members of the Board of

Directors and the President.

10. Report on the work of the Election Committee.

11. Determination of the number of directors.

12. Ratification of fees for the Board of Directors and the auditors.

13. Election of directors.

14. Election of Chairman of the Board of Directors.

15. Adoption of instructions for the Election Committee and principles

for how members of the Election Committee are to be appointed.

16. Resolution regarding reduction of the share capital and bonus issue.

17. Resolution regarding amendment of the Articles of Association.

18. Resolution regarding authorisation to approve the Minutes taken.

19. Proposal by the Board of Directors for principles for compensation

and other terms and conditions for employment of members of senior

management.

20. Proposal by the Board of Directors for issuance of call options on

repurchased shares and conveyance of repurchased shares to members of

senior management.

21. Authorisation for the Board of Directors to decide on purchase and

conveyance of own shares.

22. Other matters

23. Adjournment

PROPOSAL OF THE ELECTION COMMITTEE FOR RESOLUTIONS WITH RESPECT TO ITEMS

2, 11-15 ABOVE:

The Election Committee, which as of 31 December 2007 represented

approximately 45.0 percent of the votes in the Company, submits the

following proposal for resolution. For information regarding the

composition of the Election Committee and its work during the year,

reference is made to Lagercrantz Group’s

website: www.lagercrantz.com.

2 Election of Chairman to preside of the Meeting Anders Börjesson.

11 Determination of the number of directors Five regular directors.

12 Determination of fees for the Board of Directors and auditors An

aggregate fee for the Board of Directors of SEK 1,100,000 to be

distributed as follows: Chairman of the Board of Directors: SEK 400,000

Vice Chairman of the Board of Directors: SEK 300,000 Other directors not

employed by the Company: SEK 200,000 per director. No fees are paid for

committee work. Audit fees will be paid according to approved invoice.

13 Election of directors Re-election of Pirkko Alitalo, Anders Börjesson,

Tom Hedelius, Lennart Sjölund and Jörgen

Wigh.

Detailed descriptions of the members of the Board of Directors are found

in the 2007/08 Annual Report and on the Company’s

website.

14 Election of Chairman of the Board of Directors Re-election of Anders Börjesson.

15 Adoption of instructions for the Election Committee and principles

for how members of the Election Committee are to be appointed It is

proposed that the assignment of the Election Committee should include

evaluation of the composition and work of the Board of Directors and to

make proposals to the Annual General Meeting for:

– Chairman to preside over the Annual General Meeting.

– Members of the Board of Directors to be elected by general meetings of

shareholders.

– Chairman of the Board of Directors.

– Fees to directors not employed by the Company.

– Election of auditors, as the case may be, and auditors’

fees.

– Principles for election of members of the Election Committee.

It is proposed that the Election Committee, until a new election

committee is appointed, will consist of five members and that the

Chairman of the Board of Directors gets the assignment of contacting the

Company’s largest known shareholders by vote

as of 31 December 2008 requesting them to appoint members who together

with the Chairman of the Board of Directors will constitute the Election

Committee. The Election Committee will appoint a chairman among its

members. The composition of the Election Committee shall be announced

not later than six months before the 2009 Annual General Meeting. The

Election Committee shall have the right to receive reasonable

compensation for out-of pocket expenses incurred in the process of

evaluation and recruitment. The members of the Election Committee

receive no compensation from the Company for their work.

In the event that a member of the Election Committee resigns, is

prevented from fulfilling the assignment, or if an owner appointing a

member withdraw such appointment, the remaining members shall, where the

Election Committee so decides, among the principal shareholders of the

Company, appoint a suitable replacement to the Election Committee for

the remaining mandate period.

The suggestions of the Election Committee shall be presented in the

notice to attend the Annual General Meeting at which election of

directors or auditors is to take place and at the Company’s

website.

PROPOSAL BY THE BOARD OF DIRECTORS FOR RESOLUTIONS ON MATTERS 9, 16-21

ABOVE:

9 Disposition of the Company’s earnings according to the adopted Balance

Sheet The Board of Directors proposes a dividend to the shareholders of

SEK 1.50 per share and Thursday, 4 September 2008 as record day for

receiving dividend. Subject to approval by the Annual General Meeting in

accordance with the proposal, the dividend is expected to be remitted by

VPC Tuesday, 9 September 2008 to shareholders of record on the record

day.

16 Resolution to reduce the share capital and make bonus issue

Lagercrantz Group currently holds 1,936,423 own class B shares in

treasury. The proposal of the Board of Directors has the effect that the

Company’s share capital will be reduced by

SEK 2,481,846 by cancellation without repayment of 1,240,923 class B

shares that the Company has previously repurchased on the strength of

prior annual general meetings.

The purpose of the reduction is that the amount by which the share

capital is reduced shall be transferred to a reserve to be used as the

Annual General Meeting sees fit.

The decision to reduce the share capital can be carried out without a

need for approval from the Swedish Companies Registration Office,

provided Lagercrantz Group at the same time takes action that results in

no change in either share capital or restricted equity as a consequence

of the decision. It is therefore proposed that the Annual General

Meeting that the share capital be increased by SEK 2,549,000 by

transferring this amount from unrestricted equity without the issuance

of new shares.

The resolution of the Annual General Meeting to reduce the share capital

and to make a bonus issue must be made as a single resolution. A valid

resolution by the Annual General Meeting must be seconded by

shareholders representing not less than two thirds of votes cast, as

well as shares represented at the Annual General Meeting, and

shareholders with not less than two thirds of the class B shares

represented at the Annual General Meeting.

17 Resolution on amendment of the Articles of Association

The provisions about class C shares are deleted.

18 Resolution regarding authorisation to make adjustments The proposal

of the Board of Directors mean that the Company’s

President together with the Chairman of the Board of Directors is

authorised to make such minor adjustments under items 9, 16 –

17 as may be warranted for registration reasons.

19 Principles for compensation and other terms of employment for

management

The proposal of the Board of Directors for principles means that

compensation to the President and other persons in management may

consist of basic salary, variable compensation, pension, other benefits

and financial instruments.

The aggregate compensation should be in line with market conditions and

competitive, and should also be related to responsibility and authority.

The variable portion of the compensation should be maximised and never

exceed the fixed salary. The variable portion of the salary shall be

based on overall outcome in relation to set goals and on individual

performance.

The retirement age shall be 60-65 years and only defined contribution

plans will normally be additional to ITP plans. In addition to salary

during the period of notice, there may be a severance payment up to a

maximum of one annual salary. There will be no share-based or

share-price-based programs beyond the current and proposed incentive

program to the Annual General Meeting.

In individual cases and where special reasons prevail, the Board of

Directors may depart form the guidelines proposed above.

20 Proposal for resolution with respect to issuance of call options and

conveyance of repurchased shares to members of senior management The

2006 Annual General Meeting resolved to approve the 2006 Incentive

programme of the Lagercrantz Group AB (publ.) in accordance with the

guidelines set forth in the documents provided to the 2006 Annual

General Meeting and which are described on Lagercrantz Group’s

website, www.lagercrantz.com,

and elsewhere. The purpose of the programme is to constitute a basis for

an annual award of call options during the period 2006-2008. Each year’s

award shall be submitted to the Annual General Meeting for approval.

In accordance with the general guidelines drawn up for the programme,

and based on the evaluation made, the Board of Directors proposes to the

2008 Annual General Meeting (award for 2008) that a resolution be passed

to issue call options on repurchased shares in accordance with the

following principal terms and conditions:

(i) Number of call options − to be issued −

shall be no more than 180,500.

(ii) The right to acquire call options will accrue to managers and

members of senior management in the Lagercrantz Group. Subscription of

options shall take place from 22 September 2008 until 26 September 2008,

inclusive.

(iii) The premium for the options shall be equal to the market value of

the call options in accordance with external valuation with application

of the generally accepted valuation method (the Black & Scholes model).

The measurement period for the option premium with the application of

the Black & Scholes model shall be during the measuring period from 4

September 2008 until 17 September 2008, inclusive.

(iv) Acquisition of shares utilizing call options shall take place from

27 September 2011 until 27 December 2011, inclusive.

(v) Each call option will entitle its holder to acquire one (1)

repurchased class B share in the Company at a redemption price of 125

percent of the volume-weighted average of the paid prices quoted on the

price list for shares in Lagercrantz Group AB (publ.) on the OMX Nordic

Exchange from 4 September 2008 until 17 September 2008, inclusive, (but

not lower than the quotient value of the share). Days without a quoted

paid price shall not be included in the calculation.

(vi) Upon full subscription of the call options up to 180,500 shares may

be issued (subject to any recalculation), equivalent to approximately

0.8 percent of the total number of shares outstanding (of class A as

well as class B) and approximately 0.5 percent of the total number of

votes. This calculation is based on the maximum number of shares and

votes outstanding after such issuance, and with due consideration to the

proposed cancellation of repurchased shares in accordance with item 16

of this notice, divided by the total number of shares and votes after

such issuance. Shares held in treasury by the Company shall be included

in the calculation of the total number of shares outstanding. Already

outstanding are 515,000 call options on repurchased class B shares in

the Company (2006 and 2007 award). Upon full award under the proposed

programme, and with due consideration to proposed cancellation of

repurchased shares in accordance with item 16 of this notice, the total

number of shares outstanding at the time of the 2008 Annual General

Meeting (2006, 2007 and 2008 awards) would be equivalent to a total of

approximately 3.0 percent of the total number of shares outstanding and

approximately 2.0 percent of the votes.

(vii) The programme shall comprise a maximum of 35 persons. The

proportion between the number of call options offered to the employee

shall vary depending on the responsibility and position of the employee.

The President and CEO shall be offered a maximum of 24,500 call options

and other members of management shall be divided into categories where

each individual person is awarded a maximum of 18,000 call options and a

minimum of 3,000 call options.

(viii) The Board of Directors will decide which persons shall be

included in each respective category and which persons will receive call

options.

(ix) In the event that a person entitled to an award of call options

wholly or partially refrains from acquiring such options, his or her not

acquired call options shall be distributed pro rata among persons

entitled to be awarded call options who in writing have proclaimed an

interest in acquiring additional call options (“secondary

subscription right”). For call options

acquired as described in this section, no subsidy on the premium will be

paid. Persons entitled to award of call options may in this way acquire

more than 130 percent of the originally offered number of options.

(x) The members of the Board of Directors do not have the right to

acquire call options, with the exception of the Company’s

President.

(xi) Issuance of call options to employees outside Sweden will depend on

prevailing tax effects, that no legal obstacles exist and that the Board

of Directors is of the opinion that such awards can be made by expending

reasonable administrative and economic resources.

(xii) A condition for being awarded call options is that the employee

has signed a special pre-emption agreement with the Company. Shares to

be offered under the pre-emption agreement shall be offered at market

value in cases such as termination of employment. In other instances the

call options are freely transferable.

(xiii) For the purpose of encouraging participation in the programme, a

subsidy will be paid equivalent to the premium paid. Payment of the

subsidy will take place two (2) years after the decision to issue, on

the condition that the option holder is still an employee of the Company

at that time and owns call options.

(xiv) The costs for the programme (2008 award) are estimated to be

approximately MSEK 1.0. The costs mainly consist of the subsidy of the

premium as described above and of the social benefits payable on such

subsidy. The programme (2008 award) is expected to have a marginal

effect on the Company’s earnings per share.

(xv) The proposal by the Board of Directors includes that the Annual

General Meeting also approves that the Company, with departure form the

preferential rights of shareholders, conveys up to 180,500 of the Company’s

shares held in treasury at the redemption price decided in connection

with any utilisation of the call options (subject to any recalculation).

The reason for the departure from the preferential rights of

shareholders is to raise motivation and to create participation for

managers and members of senior management with respect to risks and

opportunities in the Company’s development.

The purpose is also to motivate managers and members of senior

management to continued employment in the Group and in special cases to

be used for recruitment purposes.

The proposal for the call option programme was prepared by the Company’s

Compensation Committee in consultation with the Company’s

Board of Directors. The decision to propose issuance of call options on

repurchased shares was made by the Board of Directors.

The decision to issue call options in accordance with this item of the

agenda requires that the resolution by the Annual General Meeting is

seconded by not less than nine tenths of the votes cast and represented

at the Annual General Meeting.

21 Authorisation for the Board of Directors to decide on acquisition of

and conveyance of own shares

The Board of Directors proposes that the Annual General Meeting resolves

to authorise the Board of Directors to acquire class B shares before the

next following Annual General Meeting up to a number not to exceed 10

percent of the total number of shares outstanding in the Company.

Purchases shall be made via the OMX Nordic Exchange at the market price

prevailing from time to time.

The Board of Directors proposes that the Annual General Meeting resolves

to authorise the Board of Directors before the next following Annual

General Meeting to sell shares held in treasury by the Company in

connection with acquisition of companies or businesses in ways other

than via the OMX Nordic Exchange. The authorisation may be exercised on

one or more occasions before the next following Annual General Meeting

and applies to all shares held in treasury at the time of the decision

of the Board of Directors. The authorisation includes a right for the

Board of Directors to decide on departure from the preferential rights

of shareholders and that payment may be made by means other than money.

The purpose of acquiring own shares is to allow the Board of Directors

to adapt the Group’s capital structure as

well as to enable the Company to acquire companies and businesses with

payment in own shares and to cover the Company’s

obligations under the proposed incentive programme.

The total number of shares in the Company is 24,414,232, of which series

A shares 1,095,998 and series B shares 23,318,234. The total number of

votes in the Company is 34,278,214.

The financial statements and audit report and the complete proposal by

the Board of Directors for resolutions with respect to items 9 and 16-21

of the agenda and a statement in accordance with Chapter 18, Section 4

and Chapter 19, Section 22 of the Swedish Companies Act and a statement

by the auditor pursuant to Chapter 8, Section 54 and Chapter 20, Section

14 of the Swedish Companies Act will be available at the Company from

Monday 18 August 2008 and will be mailed to shareholders who so request

and provide their mailing address. The 2007/08 Annual Report was

published at the end of June 2008. Documents as detailed above and the

proposal of the Election Committee to the Annual General Meeting will

also be available at the Company’s website: www.lagercrantz.com.

Stockholm, July 2008
Board of Directors
Lagercrantz Group AB

(publ.)

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