Annual General Meeting in Global IP Solutions (GIPS) Holding AB (Publ)

Entitled to participate
A shareholder who wishes to participate in the General Meeting shall
- notify DnB NOR no later than on 1 June 2010 at 16.00 CET (applicable for shares registered in the Norwegian VPS system);
- be included in the share register managed by Euroclear Sweden AB (previously named VPC AB) on 3 June 2010; and
- notify the Company that the shareholder intends to attend the General Meeting.

Please note that both registration in the Swedish VPC system as well as notification to the Company are required actions in order to become entitled to vote at the General Meeting!

Shares registered in Norway (VPS registered shares)
A shareholder who has its shares registered with the Norwegian VPS shall notify DnB NOR Bank ASA no later than on Tuesday 1 June 2010 at 16.00 that the shareholder wishes to be registered to vote at the General Meeting. Such notification shall contain data on the shareholder’s name, address, birth date or corporate registration number, and number of shares. The notification shall be sent by facsimile to DnB NOR Bank ASA, Attention Kjetil Giil Berg, Verdipapirservice, Fax No. +47 22 94 90 20. DnB NOR Bank ASA will thereafter manage the registration of the shareholder in the Swedish VPC system. The shareholder must also notify the Company in accordance with what is stipulated under the headline “All shareholders”, below.

Shares registered in Sweden (not VPS registered shares)
In order to be entitled to participate at the General Meeting, a shareholder must be included in its own name in the printout of the shareholders’ register that is produced by Euroclear Sweden and is indicating the status on the record date, Thursday 3 June 2010. A shareholder who has had its shares registered in the name of an authorised agent through a bank or securities institution (for instance on a nominee or depot account) must instruct its broker to temporarily register the shares in the shareholder’s own name. A request to the broker for such direct registration must be made well before 3 June 2010. The shareholder must also notify the Company in accordance with what is stipulated under the headline “All shareholders”, below.

All shareholders
The shareholders who wish to attend the General Meeting in person or by proxy shall furthermore notify the Company no later than on Monday 7 June 2010 at 16.00 CET, at address Global IP Solutions (GIPS) Holding AB, attention Susanne Berglund, Magnus Ladulåsgatan 63B, 118 27 Stockholm, or by facsimile on number +46 8 54 55 30 49, or by e-mail to susanne.berglund@gipscorp.com. In the notification, the shareholder shall state its name and the number of shares held. A certificate of registration showing the persons authorised to represent the shareholder, as well as any power of attorney to represent the shareholder if applicable, should be enclosed to the notification to the Company and shall be brought to the general meeting. The Power of attorney shall be signed and dated and must not be more than one year old on the day of the general meeting.



Proposed Agenda
1. Election of the chairman of the meeting. Proposal, see item A below.
2. Preparation and approval of the list of voters.
3. Approval of the agenda.
4. Election of one or two people to approve the minutes.
5. Determination as to whether the general meeting has been duly convened.
6. Presentation of the annual report and the auditor’s report, including the consolidated income statement and the consolidated balance sheet.
7. Resolutions on
(a) approval of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet;
(b) allocation of the result of the Company according to the adopted balance sheet, proposal, see Item B below;
(c) discharge of liability for the members of the board of directors, the managing director and the deputy managing director.
8. Determining the fees for the members of the board of directors and the auditor. Proposal, see item C, below.
9. Determining the number of members of the board of directors, as well as election of board of directors. Proposal, see item C, below.
10. Decision on guidelines for remuneration to senior management. Proposal, see Item D below.
11. Establishing nomination procedures. Proposal, see item E below.
12. Approval of stock option plan. Proposal, see item F below.
13. Other matters.
14. Closing of the meeting.

A. Chairman of the meeting
It is proposed that Ditlef de Vibe, Chairman of the Board, shall be the Chairman of the general meeting.

B. Allocation of the Result of the Company (item 7b above)
The Board of Directors has proposed that the result of the Company shall be carried forward.

C. Determining Fees for the Members of the Board and auditor and Election of Board (items 8 and 9 above)
The nominating committee proposes that the fees to the Board shall be unchanged during 2010, implying that Chairman shall receive USD 50,000 and the other members of the Board shall receive USD 25,000 each. This would imply fees of in total USD 175,000 if the Board continues to consist of six board members. The auditor shall be paid according to invoice.

The nominating committee proposes that the Board shall continue to consist of six members without alternates and propose re-election of the following people: Ditlef de Vibe (Chairman of the Board), Allen Adams, Gunnel Duveblad, John M Lervik and Haavard Nord.
As new member of the Board, the nominating committee proposes election of Colin Howe, born 1963, Executive Vice President Global Sales for Eltek Valere. He holds a degree in mechanical and electrical engineering. Previous assignments include being Managing Director of Eltek UK. Most and President of Eltek Valere USA, where he was overseeing the merger of Eltek and Valere.


D. Guidelines for remuneration to senior management (item 10 above)
Senior management is the Chief Executive Officer and four other people with senior positions within the group. The Board proposes that the remuneration shall be in the form of fixed salary, variable salary based on performance and outcome, as well as long-term variable remuneration through incentive programs. Senior management shall have the same benefits as other employees with respect to pension and insurance. Severance shall normally only be guaranteed to the Chief Executive Officer. The total remuneration for senior management shall be based on market conditions. The Board shall be entitled to deviate from the guidelines in certain cases if the Board assesses that there are specific reasons for such deviation.

E. Establishing of nomination procedures (item 11 above)
The Nominating Committee proposes
that the general meeting resolves that there shall be a nominating committee for preparation and presentation of proposals to the shareholders at the annual general meeting with respect to election of Chairman at the general meeting, the Board’s Chairman, Board members, auditor if applicable, as well as remuneration to the Board and auditor;

that the nominating committee shall consist of not more than four members. The majority of the committee members shall not be board members. The Chairman of the Board shall contact the three largest shareholders in the Company as per 31 August 2010 who will be entitled to appoint one member each to the nominating committee. In addition, the Chairman of the Board shall be part of the nominating committee. If the Company is aware that anyone controls shares through several companies, funds or in other ways, such holdings shall be treated as a single holding of shares by one shareholder. If any of the three largest shareholders waive its right to appoint a member to the committee, then the next shareholder by size shall be given the opportunity to appoint a member to the committee. No more than eight shareholders shall be offered to appoint members, if several of the shareholders have waived their right to appoint a committee member, given that the committee then consists of at least three members whereof at least two are not members of the Board. If a member leaves the nominating committee before its work is done, then the shareholder who appointed the member shall be allowed to appoint a replacement. The Chairman of the nominating committee shall not be the Chairman of the Board. Individual shareholders shall be able to give proposals for board members to the nominating committee for further assessment within the scope of its work;

that the appointed nominating committee shall remain until a new nominating committee has constituted itself. If a shareholder represented in the committee, due to it reducing its shareholding, is no longer qualified to appoint a member and if the nominating committee so decides, that shareholder’s representative shall then be replaced and another of the largest shareholders in the company shall be offered to nominate a representative as replacement.

that the names of the members of the nominating committee shall be published in the Company’s third quarter report and on the Company’s website no later than six months before the next annual general meeting;

that the nominating committee shall not be entitled to fees but that the committee shall be entitled to charge the Company with reasonable costs.

F. Approval of stock option plan (item 12 above)
The Board proposes
that the general meeting shall adopt the Global IP Solutions Stock Option Plan 2010 (the ”2010 Plan”). The conditions of the plan correspond to the Global IP Solutions Stock Option Plan 2009.
that the general meeting shall approve that up to 983,333 new stock options are granted under the 2010 Plan.
that the Board shall be authorised to grant a maximum of 983,333 stock options under the 2010 Plan to employees and future employees in the group. The exercise price shall not be less than 110 per cent of the market share price at the time of grant of the options.

Miscellaneous
Documents for the annual general meeting, including the annual report with appendices and the Nominating Committee’s and the Board’s complete proposals for resolutions, will be held available at the Company’s premises at Magnus Ladulåsgatan 63B, Stockholm as of 26 May 2010 and will be distributed to the shareholders who so wish.

The total number of shares and votes in the Company are 32,380,693 as per the day of this notice. All shares are of the same class. The Company does not hold any of its own shares.

Stockholm in May 2010
Global IP Solutions (GIPS) Holding AB (publ)
The Board of Directors