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Scania announces public offer to shareholders of Ainax

This Offer is not directed to shareholders in the United States of
America, Australia, Canada or Japan or to any other person whose
participation requires an additional prospectus, registration or
measures other than those required by Swedish law.

The press release may not be distributed or released in any country in
which distribution or the Offer requires measures as stated in the
preceding paragraph or is in contravention of the rules in such a
country.

This announcement is a translation of the Swedish announcement and in
the event of any difference between the two, the Swedish announcement
will prevail.

The extra general meeting (EGM) of Scania AB (publ) (“Scania”) today
decided on a public offer to the shareholders of Ainax AB (“Ainax”) to
acquire all outstanding shares in the company (the “Offer”) and to issue
Series A shares in Scania as consideration in the Offer. The shares of
Ainax are today listed on the Swedish “Nya Marknaden”.

The shareholders of Ainax are offered one newly issued Series A share in
Scania for each share in Ainax.

The Offer is made conditional upon i.a. that it must be accepted to such
an extent that Scania becomes the owner of more than 50% of the shares
and votes of Ainax.

The Offer will only have marginal financial effects on Scania and will
not cause any dilution of earnings for Scania’s shareholders.

When the transaction has been completed, Scania will withdraw the Scania
shares received. The number of shares outstanding as well as the initial
effects on shareholders’ equity in Scania will then be re-established.

The increased free float and liquidity in the Scania shares will benefit
all Scania shareholders.

There are several benefits for the shareholders of Ainax. Presently the
liquidity of the Ainax share is very low, resulting in a discount
compared with the Scania A share. The Ainax shareholders will, if the
Offer is accepted, become a direct part of Scania’s regular ownership
structure with voting rights at shareholder’s meetings, receive
dividends directly from Scania and receive a share with much higher
liquidity.

An offer prospectus is expected to be made public on or about December
21, 2004. The acceptance period is expected to run from January 10 to
February 15, 2005, after which payment will be received in the form of
Series A shares in Scania by March 4, 2005.

Background to the Offer
On January 15, 1999, Volvo acquired shares representing approximately 13
percent of Scania’s shares. Further acquisitions of Scania shares were
made and on August 6, 1999 Volvo announced an offer to the shareholders
of Scania. The merger was blocked by the European Commission, which
ruled that Volvo had to divest the Scania shares held (31% of the voting
rights and 46% of the outstanding capital) no later than April 23, 2004.

On March 4, 2004, Volvo sold all of the B shares held in Scania. On
April 16, 2004, the AGM of Volvo decided to transfer all of Volvo’s
Series A shares in Scania to Ainax and distribute Ainax shares to
Volvo’s shareholders. Ainax was listed on Nya Marknaden on June 8, 2004.
The purpose of Ainax’s business operations is to administer the Series A
shares held in Scania. In Ainax’s articles of association it is
stipulated that if Ainax has not disposed all of its shares in Scania on
May 1, 2008, the company shall immediately enter into liquidation.

On November 1, 2004, the board of Scania proposed an EGM of Scania to
decide on a public offer to the shareholders of Ainax to acquire all
outstanding shares in the company. The EGM of Scania today decided on
the Offer and to issue Series A shares in Scania as consideration in the
Offer.

The Offer from Scania

The shareholders of Ainax are offered one newly issued Series A share in
Scania for each share in Ainax.

No brokerage commission will be payable by Ainax’s shareholders
accepting the Offer.

On the date of announcement of the Offer, Scania does not own or in any
other way control any shares in Ainax.

This Offer is not directed to shareholders in the United States of
America, Australia, Canada or Japan or to any other person whose
participation requires an additional prospectus, registration or
measures other than those required by Swedish law.

Conditions of the Offer

The Offer is conditional upon:

1. the Offer being accepted to such an extent that Scania becomes the
owner of more than 50% of the total number of the shares and votes of
Ainax;

2. all necessary permits, approvals and decisions by authorities in
Sweden and abroad being obtained on terms acceptable to Scania;

3. prior to an announcement that the Offer will be completed, neither
the Offer nor the acquisition of the shares in Ainax being rendered
partially or wholly impossible or significantly impeded as a result of
any factual or threatened legislation, court ruling, decision of a
public authority or other comparable circumstances beyond Scania’s
control;

4. prior to an announcement that the Offer will be completed, no other
party announcing an offer to acquire the shares in Ainax on terms more
favourable than the Offer for the shareholders of Ainax;

5. Ainax not disposing of any shares in Scania or resolving upon a
declaration of dividend, repurchase of own shares or reduction of share
capital or transferring value without receiving fair market
compensation;

6. Ainax not taking any action that is likely to have a negative impact
on the prerequisites for the implementation of the Offer; and

7. the resolution to issue the shares in Scania to be used as
consideration in the Offer being registered with the Swedish Companies
Registration Office no later than by March 4, 2005.

The Offer may be withdrawn with reference to the non-fulfilment of
conditions 2, 3, 5, 6 or 7 above only if the non-fulfilment of any of
them is of significant importance to Scania’s acquisition of the shares
in Ainax.

Scania reserves the right to waive, in whole or in part, any or all of
the conditions above.

The Swedish Industry and Commerce Stock Exchange Committee’s (NBK) rules
regarding public offers and share acquisitions and the Securities
Council’s statement on interpretation and application of the rules apply
to the Offer.

Value of the Offer

The board of Scania announced the proposed Offer that the EGM of Scania
now have decided upon on November 1, 2004. In order to assess the bid
premium that the Offer represents, an evaluation should be based on
share prices that are unaffected by the Offer. Hence, the calculation of
premium should be based on share prices before November 1, 2004. Based
on the average last prices paid during the last 10 trading days before
the announcement of the proposed Offer (October 18-October 29), the bid
premium amounts to 1.1%. Based on the last prices paid on October 29,
the last trading day before the announcement of the proposed Offer, the
bid premium amounts to 1.2%.

Based on the last price paid for the Series A-share of Scania on the
Stockholm Exchange’s (Stockholmsbörsen) A-List on November 18, 2004, the
last trading day before the announcement of the Offer, the payment is
equivalent to SEK 274 per share in Ainax and a bid value of SEK 7,486
million.

Preliminary timetable

An offer prospectus is expected to be made public on or about December
21, 2004. The acceptance period is expected to run from January 10 to
February 15, 2005, after which payment will be received in the form of
Series A shares in Scania by March 4, 2005. Scania retains the right to
extend the acceptance period and to delay in such case the settlement of
payment.

The new shares will be eligible for dividend for the financial year 2004
and give shareholders the right to participate at the Annual General
Meeting in April 2005. Given that Scania completes the Offer in
February, 2005, a resolution to liquidate Ainax is planned for February
2006. Scania’s assessment is that a liquidation, with a distribution of
Ainax’s assets, will be possible to complete around July 2006. The
Scania shares received by Scania from Ainax in a liquidation will then
be withdrawn by Scania.

Scania after the acquisition and liquidation of Ainax

Financial effects of the acquisition and liquidation of Ainax

An amount corresponding to the value of the newly issued shares will
increase restricted equity of Scania in connection with the new issue of
shares. A corresponding value less Ainax’s cash will reduce unrestricted
equity pursuant to valuation rules in the Annual Accounts Act. The
amount of the increase would be around SEK 7,510 million and the amount
of the reduction would be around SEK 7,420 million.[1]Scania’s intention
is to re-establish the unrestricted equity of Scania at the Annual
General Meeting of shareholders in May, 2005, by a corresponding
reduction of restricted equity.

The completion of the Offer will not cause any dilution of earnings for
Scania’s shareholders. The reason is that Scania’s share of the number
of Series A shares in Scania that Ainax owns will correspond to the
number of A shares in Scania issued as consideration in the Offer.

Once all steps of the transaction have been completed, the number of
shares outstanding as well as the initial effects on shareholders’
equity in Scania will be re-established.

Ownership structure in Scania before and after the Offer
The tables below show the shareholder structure of Scania as of October
29, 2004 and the shareholder structure of Scania following an
acquisition of Ainax based on the owner list as of the same date for
Ainax and assuming that 100% of the shares of Ainax are acquired. In the
latter table, the Scania shares held by Ainax have been eliminated since
Ainax is assumed to become a wholly owned subsidiary. The tables are
sorted by votes.

SCANIA AS OF OCTOBER 29, SCANIA PROFORMA
2004
% of % of % of % of
capital votes capital votes
VOLKSWAGEN 18.7 34.0 VOLKSWAGEN 18.7 34.0
AG AG
AINAX AB 13.7 24.8 INVESTOR AB 11.7 21.0
INVESTOR AB 9.5 17.0 WALLENBERG 5.2 9.4
FOUNDATIONS
WALLENBERG 3.0 5.5 RENAULT 2.8 5.2
FOUNDATIONS S.A.
ALECTA 2.3 2.6 ALECTA 2.3 2.6
NORDEA 2.9 1.2 AMF 4.0 2.0
FUNDS PENSIONSF.
AB
UBS AG 0.7 1.1 SEB FUNDS 2.3 1.5
LONDON
BRANCH
EQUITIES
AMF 3.5 1.0 FJÄRDE AP- 2.9 1.5
PENSIONSF. FONDEN
AB
SEB FUNDS 2.0 0.9 ROBUR FUNDS 4.1 1.4
ROBUR FUNDS 3.7 0.7 NORDEA 2.9 1.2
FUNDS
OTHERS 40.0 11.2 OTHERS 43.1 20.2
TOTAL 100.0 100.0 TOTAL 100.0 100.0

Note: The proforma shareholder structure is based on information from
Ainax on the 10 largest shareholders, presented in the interim report of
Ainax for January-September 2004. There may be other large shareholders
in Scania that hold shares in Ainax. The owners have been grouped by
principal in the tables and differ from the presentation in the press
release as per November 1, 2004.

Financial advisor

Handelsbanken Capital Markets is acting as financial advisor to Scania
in conjunction with its Offer to the shareholders of Ainax.
If any questions please contact:
· Eric Österberg, Vice President Public Relations, tel. +46 8 553 858
83
· Joanna Daugaard, Investor Relations Manager, tel. +46 8 553 837 16
· Hans-Åke Danielsson, Press Manager, tel. +46 8 553 856 62

Södertälje November 19, 2004

Scania AB

Scania is one of the world’s leading manufacturers of trucks and buses
for heavy transport applica­tions, and of industrial and marine engines.
With 29,1 00 employees and production facilities in Europe and Latin
America, Scania is one of the most profitable companies in its sector.
In 2003, turnover totalled SEK 50,500 million and the result after
financial items was SEK 4,600 million. Scania products are marketed in
about 100 countries worldwide and some 95 percent of Scania’s vehicles
are sold outside Sweden.

Scania press releases are available on the Internet, www.scania.com

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[1] Based on an assumed share price of Scania of SEK 275 and based on
the interim report as per September 30, 2004 of Ainax. There will be a
corresponding effect on the shareholders’ equity in the parent company.