EXHIBIT 1
Share sale and purchase agreement between Investor AB and Volkswagen AG
Investor AB ("Investor") holds 54,061,380 A-shares and 1,508,693 B-shares
in Scania AB (the "Company"), which is equivalent to 27,79% of the capital and
49,28% of the votes in the Company. Investor hereby sells 37,400,000 A-shares
to Volkswagen AG ("Volkswagen"), corresponding to 34,00% of the votes and
18,70% of the capital (the "Sold Shares"). Investor will after this sale hold
16,661,380 A-Shares and 1,508,693 B-shares in the Company corresponding to
15,28% of the votes and 9,09% of the capital (the "Remaining Shares"). As
shareholders of the Company, Investor and Volkswagen will follow the rules and
recommendations applicable to the Swedish stock market.
On April 4, 2000, Investor will transfer the Sold Shares to Volkswagen
against payment by Volkswagen of the total purchase price of the Sold Shares
SEK 13,838 million, equivalent to SEK 370 per share. Investor's obligations to
transfer the Sold Shares and Volkswagen's obligation to pay for the Sold Shares
upon transfer are unconditional and irrevocable. The parties shall jointly
inform the European Commission of this agreement. Volkswagen undertakes to
promptly take all measures and actions needed to obtain any necessary approval
of the agreement.
Investor will not sell any of the Remaining Shares, except to Volkswagen,
for a period of 24 months from this day, provided that Volkswagen is still a
shareholder of shares representing at least 5% of the votes of the Company.
Swedish law will govern this agreement and any dispute shall be settled by
the Court of Arbitration of the International Chamber of Commerce in Paris. The
language to be applied shall be English.
This agreement shall enter into full force and effect upon approval of
both the Volkswagen Supervisory Board and the Board of Directors of Investor.
If such approvals have not been obtained at the latest by April 3, 2000 this
agreement shall be null and void.
Stockholm, March 27, 2000
Investor AB Volkswagen AG
/s/ Xxxxxx Xxxxxxxxxx /s/ Xxxxxxxxx Xxxxx
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Xxxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxx
/s/ Xxxx Xxxxx /s/ Xxxx Xxxxxxx
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Xxxx Xxxxx Xxxx Xxxxxxx
Power of Attorney
Investor AB hereby grants Xxxx Xxxxx authority to sign jointly with Xxxxxx
Xxxxxxxxxx a Share Sale and Purchase Agreement between Investor AB and
Volkswagen AG regarding the sale of Scania shares.
Xxxxxxxxx, Xxxxx 00, 0000
XXXXXXXX XX
/s/ Claes Dahlback /s/ Xxxxx Xxxxxxxxxx
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Claes Dahlback Xxxxx Xxxxxxxxxx
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