Invitation to Annual General Meeting


Invitation to Annual General Meeting

The shareholders of Skanditek Industriförvaltning AB (publ) are hereby summoned
to the Annual General Meeting on Monday, April 7, 2008 at 5 p.m. at Svenska
Läkaresällskapet, Klara Östra Kyrkogata 10, Stockholm.

Notification
Shareholders wishing to attend the Annual General Meeting must notify Skanditek
of their intention to do so not later than noon on Tuesday, April 1, 2008 at
Skanditek Industriförvaltning AB, Nybrogatan 6, SE-114 34 STOCKHOLM, or by
telephoning +46 8-614 00 20, faxing +46 8-614 00 38 or emailing
info@skanditek.se. Notifications should include name, address, personal
identification number (corporate registration number), telephone number and
registered shareholding.

Right to attend
In order to participate in the Annual General Meeting, shareholders must be
registered in the share register maintained by VPC AB (The Swedish Securities
Register Center) by Tuesday, April 1, 2008. Shareholders whose shares are
registered in the name of a trustee must temporarily re-register their shares in
their own name in the share register maintained by VPC AB in order to
participate and exercise their voting rights in the Meeting. Shareholders must
notify their trustee to this effect in good time before this date.

At the date this invitation was issued, the total number of shares in the
Company was 65,505,080, of which Skanditek holds 154,100 treasury shares.

Business and proposed agenda for the Annual General Meeting

1. Election of a chairman to preside over the Meeting 
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of two persons to check the minutes 
5. Determination of whether the Meeting has been duly convened
6. Address by the President and Chief Executive Officer
7. Presentation of the annual report and the auditors' report, and the
consolidated financial report and auditors' report on the consolidated financial
report
8. Motions concerning 
a. the adoption of the income statement and balance sheet, and of the
consolidated income statement and consolidated balance sheet
b. the disposition to be made of the Company's profit as shown in the balance
sheet adopted by the Meeting
c. the discharge of the members of the Board of Directors and of the President
from personal liability for their administration during the 2007 fiscal year
9. Determination of the number of members and deputy members of the Board
10.Determination of the fees to be paid to the Board members and the Auditors
11.Election of the members and deputy members of the Board and the Chairman of
the Board
12.Motions concerning instructions for the Nominating Committee
13.Board of Directors' motion concerning a resolution to amend the Articles of
Association 
14.Authorization of the Board to make decisions regarding the issue of new
shares
15.Authorization of the Board to make decisions regarding the acquisition of
treasury shares
16.Motions concerning
a.reduction in the Company's share capital through the redemption of treasury
shares
b.increase in the Company's share capital through the issue of new shares
17.Presentation and approval of the Board of Directors' motion concerning
principles for remuneration and other employment terms for executive managers
18.Board of Directors' motion concerning approval of a new incentive program
concerning the issue of new warrants
19.Closure of the Meeting

The Nominating Committee for the Annual General Meeting 2008 consists of Tomas
Billing (Nordstjernan), Bob Persson (own and related party holdings) and Ulf
Strömsten, chairman (Catella).

Motion concerning election of a chairman of the Meeting (Item 1)
The Nominating Committee proposes Stefan Lindskog, attorney, to be the chairman
who presides over the Meeting.

Motion concerning dividend (Item 8b)
The Board of Directors proposes that the Meeting approve a dividend of SEK 0.30
per share for the 2007 fiscal year. It is proposed that the record date for the
dividend be April 10, 2008.


Motion concerning election of Members of the Board (items 9 and 11)
The Nominating Committee proposes that the Board of Directors consist of six
members without deputies and that  Dag Tigerschiöld, Viveca Ax:son Johnson,
Patrik Tigerschiöld and Mathias Uhlén be re-elected and Johan Ek and Björn
Björnsson be newly elected as Members of the Board. It is proposed that Dag
Tigerschiöld be elected Chairman of the Board.

Motion concerning fees (item 10)
The Nominating Committee proposes that the director fees remain unchanged at a
total amount of SEK 810,000, of which SEK 270,000 will be paid to the Chairman
and SEK 135,000 to each of the other Board Members who do not receive a salary
from the company.

The Nominating Committee proposes that the auditors be remunerated in return for
approved invoices.

Motion regarding instructions for the Nominating Committee (item 12)
Shareholders representing approximately 55 percent of the voting rights in the
Company propose that the Annual General Meeting on 7 April, 2008 adopt the
instructions regarding the appointment of the Nominating Committee. The
Nominating Committee shall prepare and present proposals for the shareholders
regarding:
election of a Chairman of the Annual General Meeting, Board of Directors,
Chairman of the Board and, where appropriate, auditors, as well as resolutions
regarding director fees, divided between the Chairman, other members of the
Board and possible remuneration for any special committees as well as auditors'
fees.

The Chairman of the Board shall be a member of the Nominating Committee and
shall - not later than at the end of the third quarter every year - ensure that
each of the Company's three largest shareholders are given the opportunity to
appoint a member to the Nominating Committee. The mandate period is one year.
The composition of the Nominating Committee shall be announced not later than
six months prior to the Annual General Meeting. All shareholders shall hereby be
informed about which persons to contact in matters related to nomination.

The instructions also entail rules governing nomination, convening of and
information for the Nominating Committee, how vacancies on the Nominating
Committee shall be handled, the matter of when it is quorate, communications
with the Company and so forth. The Nominating Committee shall continually assess
the instructions and the Committee's work and shall submit to the Company's
Annual General Meeting proposals regarding amendments of their instructions that
the Nominating Committee deems appropriate.

Motion regarding resolution concerning amendment to the Articles of Association
(Item 13)
The Board of Directors proposes that the Annual General Meeting approve the
adoption of new Articles of Association, whereby amendments are made to adapt
the Articles of Association to the resolution pursuant to the above Item “Motion
concerning instructions for the Nominating Committee”.

- Article 10 Business to be addressed at the Annual General Meeting; it is
proposed that Item 12 “Election of the Nominating Committee” be removed.

Motion concerning authorization of the Board of Directors to make decisions
regarding new share issues (Item 14)
The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to, pursuant to or notwithstanding the preference rights of
shareholders, on one or several occasions prior to the next Annual General
Meeting, to make decisions regarding the new issue of a maximum 6,500,000
shares, corresponding to 9.9 percent of the share capital. Decisions regarding
new share issues may also include provisions to the effect that new shares may
be paid for in the form of capital contributed in kind, through the offsetting
of debt or otherwise subscribed for pursuant to the terms and conditions of
Chapter 13, Section 5, first paragraph, 6 of the Swedish Companies Act. The
purpose of this authorization is to approve a new share issue to prepare the
Company for the possibility of completing an acquisition of companies in full or
in part. 

If authorization is used in its entirety, this will correspond to a dilution of
some 9.0 percent of the share capital and voting rights in the Company. 

Motion concerning approval of the Board of Directors to make decisions regarding
the acquisition of the Company's own shares (Item 15)
The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to make decisions, on one or several occasions, prior to the
next Annual General Meeting to acquire a maximum number of shares so that the
Company's holding, at any time, does not exceed 10 percent of all the shares in
the Company. The shares shall be acquired on the OMX Nordic Exchange or through
offerings directed to all shareholders in the Company. Acquisitions on the OMX
Nordic Exchange shall be undertaken at a price per share that is within the
interval for the share price prevailing at any time. Payment for shares shall be
made in cash. The purpose of such authorization is to grant the Board of
Directors the potential to adjust the Company's capital structure. 

Motion concerning resolution to redeem treasury shares and increase the
Company's share capital by means of bonus issues (Item 16a)
Based on authorization granted by previous Annual General Meeting, Skanditek
decided to acquire Company shares. Skanditek owns a total of 154,100 treasury
shares, corresponding to some 0.2 percent of all shares in the Company. Since
the Board of Directors does not intend to use previously repurchased shares for
any particular purpose, the Board of Directors has concluded that it is
appropriate at this moment in time to cancel previously repurchased shares. As a
result, the Board of Directors proposes that the Annual General Meeting approve
that the Company's share capital be reduced by SEK 924,600 kronor through the
cancellation, without repayment, of the 154,100 treasury shares. The purpose of
the reduction is that the amount by which the share capital is reduced shall be
transferred to unrestricted shareholders' equity to be used for the repurchase
of the Company's shares. 

A resolution regarding a reduction of the Company's share capital requires that
it be supported by shareholders representing at least 2/3 of both the voting
rights and the shares represented at the Annual General Meeting.

Motion concerning approval of an increase in the Company's share capital by
means of a bonus issue (Item 16b)
As part of the program to redeem the Company's shares, the Board of Directors -
conditional upon the approval by the Annual General Meeting of the Board of
Directors' motion pursuant to Item 16 a) above - proposes that the Annual
General Meeting approve that the Company's share capital be increased by SEK
924,600 through a bonus issue, whereby SEK 924,600 will be transferred from
unrestricted shareholders' equity and no new shares issued in conjunction with
the increase in share capital. 

The reason underlying the Board of Directors' motion is to enable the resolution
pursuant to Item 16 a) above to be implemented without the undue passage of time
that would otherwise occur while awaiting the approval of the Swedish Companies
Office if the Company simultaneously takes measures that entail that neither the
Company's restricted shareholders' equity nor its share capital decline. 

Presentation and approval of the Board of Directors motion for principles
governing remuneration and other term and conditions of employment for the
Company's executive management (Item 17)
The Board of Directors proposes that the Annual General Meeting approve the
Board of Directors' motion regarding principles governing remuneration and other
terms and conditions of employment for the President and other senior executives
as follows: 

Remuneration for the President and other senior executives consists of a basic
salary, variable remuneration and pensions. The term “senior executives” refers
to the Chief Financial Officer and two analysts, both of whom are men. 

The distribution between basic salary and variable salary (bonus) shall be in
proportion to the executive's responsibilities and authority. The variable
salary shall be maximized for the President at 150 percent of the annual salary.
For other senior executives, the variable salary shall be maximized at 50-120
percent of the annual salary. The variable salary for the President and other
senior executives shall be based on the outcome of four (4) quantitative
parameters, compared with fixed targets. Two of the quantitative parameters
relate to the unlisted portfolio companies' progress in terms of growth and
operating profit, one to the listed portfolio companies and, finally, to
Skanditek's stock market trend. Other senior executives shall also be subject to
a discretionary parameter through which the outcome is assessed in terms of
individually set targets. All pension benefits are based on defined-contribution
plans. 

The proposed principles essentially comply with the remuneration and benefits
received in previous years. 

The Board of Directors' motion to the Annual General Meeting for the approval of
a new incentive program in respect of the issuance of new share warrants. The
warrants shall be offered to employees of Skanditek (Item 18)
The Board of Directors of Skanditek proposes that the Annual General Meeting of
Skanditek approve the issue of a maximum of 250,000 share warrants that provide
entitlement to subscription for a maximum of 250,000 shares in Skanditek. The
share warrants shall be issued at a price corresponding to their market value on
the issue date, which on the date of the issue of this summons was estimated to
be SEK 1.60 kronor per share warrant. Subscription and payment of the warrants
shall be completed no later than May 9, 2008. The share warrants shall be
subscribed for by the subsidiary Skanditek AB with rights and obligations for
the subsidiary to transfer them to senior executives and key people in
Skanditek. The price of the transferred share warrants shall correspond to the
issue price. Subscription for shares based on the share warrants may be made
from May 9, 2010 through May 9, 2011 at a subscription price of 150 percent of
the market value on the issuance date. Full exercise of all share warrants
covered by the motion will entail an increase in the share capital of SEK
1,500,000, representing a dilution of some 0.3 percent of the number of shares
and voting rights in Skanditek.

The Annual General Meeting's resolution under Item Point 18 is subject to the
rules of Chapter, 16 of the Swedish Companies Act (so-called “LEO law”), whereby
the validity of the resolution requires that the Annual General Meeting's
resolution be supported by at least 9/10 of both the votes and shares
represented at the Annual General Meeting.

The Board's complete motions in accordance with item 8 b),12,13,14,15,16,17 and
18, and annual report documentation in accordance with item 7 will be made
available to shareholders at the Company's office at Nybrogatan 6, Stockholm and
on the Company's www.skanditek.se website not later than Thursday, March 20,
2008. These documents will also be sent to shareholders who request such
information and provide their postal address.
A presentation of the proposed Members of the Board is available on the
Company's website. The Board's complete motion in accordance with Point 17 will
be on the Company's website in ample time prior to the Annual General Meeting.
Shareholders representing more than 37 percent of the Company's share capital
and voting rights support the motions concerning Items 13,14,15,16,17 and 18.


Stockholm, March 2008
SKANDITEK INDUSTRIFÖRVALTNING AB (publ)
Board of Directors


Information in this press release is that which Skanditek is required to
disclose under the Securities Exchange and Clearing Operations Act and/or the
Financial Instruments Trading Act.

Attachments

03072073.pdf