Notice of the Annual General Meeting

2/2/2006 4:12 AM EST

Entitlement to participate

Shareholders who wish to participate in the AGM must, first, be recorded
in the shareholders’ list maintained by VPC AB (the Swedish Central
Securities Depository and Clearing Organisation) no later than 28
February 2006 and, second, notify the company no later than 12 noon on
28 February 2006 at Hovslagargatan 5 B, or by telephone +46 8 611 88 10
or by fax at +46 8 678 84 05 (contact person Kerstin Martinec) that
they, as well as a stated number of assistants, intend to participate in
the AGM. When notifying the company, they should state their name,
Swedish personal identity number or corporate identity number, address
and telephone number.


Shares registered in the name of a nominee

To be entitled to participate in the AGM, shareholders who have allowed
their shares to be registered in the name of a nominee must temporarily
re-register their shares in their own name. Shareholders must request
that the nominee arrange this well before 28 February 2006, when such
registration must have been implemented by VPC.



Proposed agenda


1. Election of the Chairman of the AGM.
2. Establishment and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to attest to the minutes of the
proceedings.
5. Determination of whether the AGM has been duly convened.
6. Presentation of the annual accounts and auditors’ report.
7. Resolutions on
a) adoption of the income statement and balance sheet;
b) allocation of the company’s profit or loss according to the adopted
balance sheet;
c) discharge of the members of the Board of Directors and the Chief
Executive Officer from liability for the financial year.
8. Determination of the number of Board members.
9. Determination of fees to be paid to Board members and auditors.
10. Election of the Board.
11. Amendments to the Articles of Association.
12. Resolution on the liquidation of the company.
13. Closing the AGM.



Dividend (Point 7 b)


The Board of Directors proposes that no dividend be paid to the
shareholders.

Reasons for the Board’s proposal

Ainax policy for the distribution of dividends states that all received
dividend shall be further distributed. The AGM of Ainax held in April
2005 decided to distribute the dividends that the company had received
from Scania in April 2005 to its shareholders.

The board proposes that no dividend shall be distributed this year due
to the fact that Scania has not yet decided upon any dividends for the
year 2006 and thus, Ainax has not received any dividends for 2006.




Determination of the number of Board members (Point 8)

Shareholders representing about 96 percent of the number of shares and
the voting power in the company propose that the number of Board members
shall be unchanged.






Determination of fees to be paid to Board members and auditors (Point 9)


Shareholders representing about 96 percent of the number of shares and
the voting power in the company propose that no fees be paid to Board
members and that fees to auditors be paid in accordance with periodic
invoicing.

Election of the Board (Point 10)

Shareholders representing about 96 percent of the number of shares and
the voting power in the company propose the re-election of the incumbent
Board.

It shall be noted that election of auditors is not on the agenda, since
the auditor was elected for a four-year term at the 2005 AGM.

Amendments to the Articles of Association (Point 11)

Due to the introduction of a new Swedish Companies Act (SFS 2005:551),
certain adjustments must be made in the existing Articles of
Association. The proposed amendments are:


Current wording: Proposed wording:

5. Par Value of Shares 5. Shares
The shares shall have a par value The company shall be able to issue
of SEK 10 each. at least 20,000,000 shares and at
most 80,000,000 shares.


6. Board of Directors 6. Board of Directors
Apart from specially appointed Apart from specially appointed
members and deputies, the Board members and deputies, the Board
shall consist of at least three and shall consist of at least three and
at most eight regular members and at most eight regular members and no
no deputy members. These are deputy members.
elected each year at the Annual
General Meeting for the period up
to the end of the next Annual
General Meeting.


9. Notification 9. Notification
Notification of a General Meeting Notification of a General Meeting
and other announcements to and other announcements to
shareholders shall occur by means shareholders shall occur by means of
of advertisements in the Swedish advertisements in the Swedish
official gazette Post- och Inrikes official gazette Post- och Inrikes
Tidningarand in the daily newspaper Tidningarand in the daily newspaper
Dagens Nyheter, or if Dagens Dagens Nyheter.
Nyheter is not due for publication
at the time of announcement, in
another national daily newspaper.



10. General Meetings 10. General Meetings
General Meetings shall be held in General Meetings shall be held in
Stockholm or Gothenburg, Sweden. Stockholm or Gothenburg, Sweden.

To be allowed to participate in a To be allowed to participate in a
General Meeting, shareholders must General Meeting, shareholders must
be recorded in the shareholders’ be recorded in the shareholders’
list ten days before the Meeting list five weekdays before the
and must notify the company of Meeting and must notify the company
their intention to participate in of their intention to participate in
the Meeting before 12 noon on the the Meeting before 12 noon on the
day stated in the notification of day stated in the notification of
the Meeting. This day may not be a the Meeting. This day may not be a
Sunday, other public holiday, Sunday, other public holiday,
Saturday, Midsummer’s Eve, Saturday, Midsummer’s Eve, Christmas
Christmas Eve or New Year’s Eve and Eve or New Year’s Eve and may not
may not fall earlier than the fifth fall earlier than the fifth weekday
weekday before the Meeting. before the Meeting.


12. Items of business at the Annual 12. Items of business at the Annual
General Meeting (AGM) General Meeting (AGM)
The following items shall be dealt The following items shall be dealt
with at the AGM: with at the AGM (“årsstämma”):
1.Election of the Chairman of 1. Election of the Chairman of
the AGM. the AGM.
2.Establishment and approval 2. Establishment and approval
of the voting list. of the voting list.
3. Approval of the agenda. 3. Approval of the agenda.
4. Election of one or two 4. Election of one or two
persons to attest to the minutes persons to attest to the minutes
of the proceedings. of the proceedings.
5. Determination of whether 5. Determination of whether the
the AGM has been duly AGM has been duly convened.
convened. 6. Presentation of the annual
6. Presentation of the annual accounts and auditors’ report and
accounts and auditors’ report and (where applicable) consolidated
(where applicable) consolidated accounts and auditors’ report for
accounts and auditors’ report for the Group
the Group 7. Resolutions on
7. Resolutions on a. adoption of the
a. adoption of the income statement and balance
income statement and balance sheet and (where applicable)
sheet and (where applicable) the consolidated income statement
the consolidated income and balance sheet;
statement and balance sheet; b. allocation of the
company’s profit or loss
b. according to the adopted balance
allocation of the company’s profit sheet;
or loss according to the c. discharge of the
adopted balance sheet; members of the Board of
c. discharge of the Directors and the Chief Executive
members of the Officer from liability
Board of Directors and the Chief for the financial year.
Executive Officer from liability
for the financial year. 8.Determination of the number
of Board members.
9. Determination of fees to be
8. Determination of the number paid to Board members and, where
of Board members. applicable, to auditors.
9. Determination of fees to be 10. Election of the Board and,
paid to Board members and, where where applicable, auditors.
applicable, to auditors. 11. Other items of business that
10. Election of the Board and, been duly referred to the AGM.
where applicable, auditors.
11. Other items of business that
been duly referred to the AGM.



15. Record day provision 15. Record day provision
Any person who is entered in the The company’s shares shall be
shareholders’ register or is listed recorded in a central securities
pursuant to chapter 3, section 3 of depository register in accordance
the Swedish Companies Act (1975: with the Swedish Financial
1385) on the predetermined record Instruments Accounts Act (1998:
day shall be considered authorised 1479).
to receive dividends, to receive
shares accruing by virtue of a
bonus issue or to exercise the
priority right of shareholders to
participate in an issue.



Resolution on the liquidation of the company (Point 12)



The Board’s proposed resolution on liquidation


The Board of Directors proposes that the AGM decide on a resolution on
the voluntary liquidation of the company. This decision shall take
effect immediately.

Reasons for the Board’s proposal

Ainax became the owner of shares in Scania due to a decision by the
Annual General Meeting of Volvo on 16 April 2004. The AGM decided to
transfer Volvo’s 27,320,838 Series A shares to the company Ainax, which
was wholly owned by Volvo, and then distribute the shares in Ainax to
the shareholders of Volvo. This was a way of satisfying the European
Union’s requirement that within four years, Volvo must divest the Scania
shares that Volvo had bought from Investor in 2000. The transfer of
Volvo’s holding of Series A shares in Scania to Ainax and the
distribution of the Ainax shares to Volvo’s shareholders was implemented
in order to keep these Series A shares in Scania together in a single
block, thereby in the best possible way safeguarding the value of these
Series A shares to Volvo’s shareholders.

On 1 November 2004, the Board of Directors of Scania announced an
extraordinary shareholders’ meeting of Scania which would decide on a
proposed public offer to the shareholders of Ainax, by which Scania
would acquire all outstanding shares in Ainax. According to a decision
on 19 November 2004, the Scania shareholders’ meeting adopted this
proposal.

A prospectus from Scania’s Board dated 16 December 2004 was sent to all
of Ainax’s shareholders. Ainax’s shareholders were invited to transfer
all their Ainax shares to Scania for compensation in the form of a
newly-issued Series A share in Scania for each Ainax share.
On 15 February 2005, it was noted that approximately 70 percent of all
shareholders and 96 percent of the capital and votes in Ainax had
accepted Scania’s offer. After that, Scania held 96.3 per cent of the
shares in Ainax. Since Ainax no longer complied with the ownership
requirements of Stockholmsbörsen (the Stockholm Stock Exchange), Ainax
was de-listed on 29 April 2005.
According to its current Articles of Association, Ainax shall
immediately enter into liquidation if Ainax has not disposed of all its
shares in Scania no later than 1 May 2008. Scania now owns the bulk of
all shares in Ainax and the original reason why Scania shares would be
owned by a particular company that would actively manage its Scania
shareholding no longer exists. Nor can the current ownership structure
be justified, considering the costs involved in managing and
administering Ainax.

The Board has analysed the existing alternatives to a winding-up and has
concluded that the most appropriate alternative, and the one most
beneficial to the shareholders of Ainax, is to wind-up Ainax during 2006
by means of a voluntary liquidation and distribute the assets of Ainax
to the company’s shareholders.

The Board therefore proposes that the AGM approve a resolution stating
that Ainax shall immediately enter into voluntary liquidation.

The decision on liquidation shall take effect immediately.

Alternative to liquidation

The alternative to liquidation is for Ainax to remain in operation.

Distribution proceeds

Today Ainax has assets consisting of 27,320,838 Series A shares in
Scania and cash equivalents totalling about SEK 78 million.

The Board proposes that the AGM shall approve to give the liquidator the
task of deciding to immediately distribute to the shareholders of Ainax
who are recorded in the shareholders’ list as per 28 February 2006, or
such later date as may be announced at a later stage, one Series A share
in Scania for each share in Ainax.

After Ainax’ debts and the cost of liquidation have been paid and the
business have been wound up, the remaining portion of Ainax’ assets will
be distributed to the shareholders of Ainax. This is expected to occur
around the end of 2006. The distribution proceeds that exceeds the
market value of the Scania shares that are distributed as above are
estimated by the board to total between SEK 2.00 and SEK 2.50 per
share.

Proposed liquidator

Stefan Lindskog, Attorney at Law, is proposed as liquidator. Mr Lindskog
has been asked and has declared his willingness to accept this
assignment.

Accounting documents and auditors’ reports will be kept available at the
company’s address, Hovslagargatan 5B, Stockholm, beginning on 20
February 2006. A copy of these documents will also be sent to those
shareholders who request them, stating their postal address.



Stockholm, February 1, 2006

Ainax AB (publ)
The Board of Directors


The text in English in this document is a free translation of the
Swedish original wording. In case of differences between the English
translation and the Swedish original, the Swedish text shall prevail.