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Notice of Extraordinary General Meeting in ÅF AB (publ)

För mer information: Viktor Svensson, Informationschef +46 70 657 20 26

Published October 18, 2012
The shareholders of ÅF AB (publ) ("ÅF") are hereby invited to the Extraordinary
General Meeting to be held on Monday, 19 November 2012, at 2.00 p.m. CET at the
company's headquarters, Frösundaleden 2, Solna, Sweden. Registration for
admittance will commence at 1.30 p.m. CET.

Notification
Shareholders who wish to participate in the Extraordinary General Meeting must:

  * be registered in the shareholders' register kept by Euroclear Sweden AB on
    Tuesday, 13 November 2012; and
  * notify their intention to participate in the Extraordinary General Meeting
    on Tuesday, 13 November 2012, at the latest, preferably before 16.00 CET,
    via ÅF's website www.afconsult.com, or by telephone +46 10 505 00 00, or by
    post to ÅF AB, Legal, 169 99 Stockholm, Sweden, and in doing so notify the
    company of the attendance of any assistant(s).


Nominee registered shares
Shareholders whose shares are nominee registered with a bank or other nominee
must, if they wish to exercise their right to participate in the General
Meeting, temporarily register their shares in their own name. Shareholders who
wish to register their shares in their own names ("voting rights registration")
must inform their nominee of this well in advance of Tuesday, 13 November 2012.

Proxy
Shareholders who are represented by proxy must issue a proxy, duly signed and
dated, for the proxy holder to act on their behalf. If the proxy has been issued
by a legal entity, a certified copy of the certificate of registration for the
legal entity, confirming the right to issue the proxy, must also be provided.
The original proxy and, where applicable, the certificate of registration should
be sent by post, well in advance of the Extraordinary General Meeting, to ÅF AB,
Legal, 169 99 Stockholm, Sweden.

Proxy forms are available on ÅF's website, www.afconsult.com.



Proposed agenda for the Extraordinary General Meeting

 1. Election of chairman of the Extraordinary General Meeting.
 2. Preparation and approval of voting list.
 3. Approval of the agenda.
 4. Election of persons to verify the minutes.
 5. Determination as to whether the Extraordinary General Meeting has been duly
    convened.
 6. Resolutions concerning:
 a. amendment of the provisions in the Articles of Association concerning
    convening a General Meeting; and
 b. amendment of the provisions in the Articles of Association concerning the
    limits for the share capital and the number of shares.
 7. Resolutions concerning:
 a. approval of the Board of Directors' resolution to acquire Epsilon Holding AB
    (publ); and
 b. authorisation for the Board of Directors to resolve on the issuance of new
    shares as part of the consideration for the acquisition of Epsilon Holding
    AB (publ).
 8. Resolutions concerning:
 a. determination of the number of members of the Board of Directors;
 b. determination of remuneration to the Board of Directors; and
 c. election of members for the Board of Directors.
 9. Closing of the Extraordinary General Meeting.


Item 6

 a. Resolution concerning amendment of the provisions in the Articles of
    Association concerning convening a General Meeting


The Board of Directors proposes that the General Meeting resolve to amend § 11,
second paragraph, of the Articles of Association in order to adapt the time
period for convening Extraordinary General Meetings to applicable regulations
under the Swedish Companies Act (2005:551) as follows (changes in italics).

 Current wording § 11, second paragraph: Proposed wording § 11, second
                                         paragraph:
 A notice in the business newspaper,
 Dagens Industri, will announce that the A notice in the business newspaper,
 invitation to attend the General        Dagens Industri, will announce that
 Meeting has been issued. Notice of the  the invitation to attend the General
 Annual General Meeting and notice of    Meeting has been issued. Notice of the
 Extraordinary General Meetings at which Annual General Meeting and notice of
 amendments to the Articles of           Extraordinary General Meetings at
 Association are to be considered shall  which amendments to the Articles of
 be published no earlier than six (6)    Association are to be considered shall
 weeks and no later than four (4) weeks  be published no earlier than six (6)
 before the meeting. Notice of other     weeks and no later than four (4) weeks
 Extraordinary General Meetings shall be before the meeting. Notice of other
 published no earlier than six (6) weeks Extraordinary General Meetings shall
 and no later than two (2) weeks before  be published no earlier than six (6)
 the meeting.                            weeks and no later than three (3)
                                         weeks before the meeting.


The Board of Directors, or whomever the Board of Directors may appoint, is
authorised to make any minor adjustments to the General Meeting's resolution
pursuant to this item 6 a), which may be required in connection with the
registration of the resolution with the Swedish Companies Registration Office.

 b. Resolution concerning amendment of the provisions in the Articles of
    Association concerning the limits for the share capital and the number of
    shares


In order to adapt the limits for the share capital and number of shares set out
in the Articles of Association to the proposed authorisation under item 7 b) of
the agenda, the Board of Directors proposes that the General Meeting resolve to
amend the provisions § 4, § 5 and § 6, second paragraph, of the Articles of
Association as follows (changes in italics).

 Current wording § 4:                   Proposed wording § 4:

 The Company's share capital shall be   The Company's share capital shall be
 not less than one hundred million      not less than one hundred twenty-five
 Swedish Kronor (SEK 100,000,000) and   million Swedish Kronor (SEK
 not more than four hundred million     125,000,000) and not more than five
 Swedish Kronor (SEK 400,000,000).      hundred million Swedish Kronor (SEK
                                        500,000,000).

 Current wording § 5:                   Proposed wording § 5:

 The number of shares shall be not less The number of shares shall be not less
 than ten million (10,000,000) and not  than twenty-five million (25,000,000)
 more than forty million (40,000,000).  and not more than one hundred million
                                        (100,000,000).

 Current wording § 6, second paragraph: Proposed wording § 6, second paragraph:

 Shares of Class A may be issued up to  Shares of Class A may be issued up to a
 a maximum of forty million             maximum of one hundred million
 (40,000,000) and shares of Class B may (100,000,000) and shares of Class B may
 be issued up to a maximum of forty     be issued up to a maximum of one
 million (40,000,000).                  hundred million (100,000,000).




The Board of Directors, or whomever the Board of Directors may appoint, is
authorised to make any minor adjustments to the General Meeting's resolution
pursuant to this item 6 b), which may be required in connection with the
registration of the resolution with the Swedish Companies Registration Office.

Item 7

 a. Resolution concerning approval of the Board of Directors' resolution to
    acquire Epsilon Holding AB (publ)


Epsilon Holding AB (publ) ("Epsilon") is one of Scandinavia's leading consulting
companies within research and development with particular focus on product
development for leading Swedish export companies. With its approximately 1,600
employees and approximately 14,000 independent partners in various networks,
Epsilon offers services and solutions across a range of sectors, including
energy, automotive, telecoms, pharmaceuticals, medical devices, IT, life
sciences, the offshore sector and other industries. Epsilon operates in the
Scandinavian countries with its 26 offices in Sweden and two in Norway. Over the
last twelve months, i.e. 1 October 2011 - 30 September 2012, Epsilon's net sales
have totalled approximately SEK 2.1 billion. Epsilon is a wholly-owned
subsidiary of Danir AB ("Danir") which is held by Dan Olofsson and his family.

As previously announced, ÅF entered into an agreement with Danir on 17 October
2012 to acquire all shares in Epsilon (the "Acquisition Agreement").

The consideration consists of an initial purchase price of approximately
SEK 1,700 million (calculated as stated below) and an additional purchase price,
which will amount to a maximum of SEK 1,100 million (see further below).

The initial purchase price shall be paid partly through a cash amount of SEK 850
million, the amount to be adjusted for Epsilon's net indebtedness, and partly
through 5,985,915 newly issued class B shares in ÅF corresponding to an amount
of SEK 850 million, based on a price per share of SEK 142 in accordance with the
Acquisition Agreement. The new class B shares that are proposed to be issued
will correspond to approximately 14.9 per cent of the capital and 11.0 per cent
of the votes in ÅF post the issue in kind.

The size of the additional purchase price is mainly dependent on the size of
EBIT 2014 for the ÅF Technology and ÅF Industry divisions, in which Epsilon will
be included, as well as Epsilon's EBIT for 2012. The additional purchase price
will be paid in cash in February 2015.

If EBIT 2014 in the ÅF Technology and ÅF Industry divisions, in which Epsilon
will be included, does not amount to SEK 626 million, the outcome of the
additional purchase price will amount to a maximum of SEK 340 million, which may
be reduced depending on the outcome of Epsilon's EBIT 2012.

If EBIT 2014 in the ÅF Technology and ÅF Industry divisions amounts to SEK 626
million, the outcome of the additional purchase price will total
SEK 400 million. This corresponds to EBIT growth of SEK 144 million, or some
30 per cent (i.e. an average annual growth rate of approximately 12 per cent).

The additional purchase price will amount to a maximum of SEK 1,100 million. The
maximum additional purchase price will be paid if the combined EBIT 2014 for the
ÅF Technology and ÅF Industry divisions amounts to SEK 823 million, which
corresponds to an organic increase of approximately SEK 341 million or
approximately 71 per cent (i.e. an average annual growth of approximately 27 per
cent).

The acquisition of Epsilon is, under the Acquisition Agreement, conditional on
approval by the relevant competition authorities and the General Meeting of ÅF
resolving in accordance with the proposals from the Board of Directors set out
under items 6 b) and 7, and the proposals from Ångpanneföreningens
Forskningsstiftelse and CapMan set out under items 8 a) and 8 c).

The Board of Directors of ÅF believes that the merger will strengthen the
company's market position and competitiveness. Furthermore, the new ÅF Group
will be able to deliver a more complete and improved offering of services to its
customers. The transaction is expected to create significant shareholder value
through increased earnings per share. The Board of Directors therefore proposes
that the General Meeting approve the Board of Directors' resolution to acquire
Epsilon on the terms and conditions set out above.

 b. Resolution concerning authorisation for the Board of Directors to resolve on
    the issuance of new shares as part of the consideration for the acquisition
    of Epsilon Holding AB (publ)


The Board of Directors proposes that the General Meeting resolve to authorise
the Board of Directors to, on one or more occasions, prior to the next Annual
General Meeting, resolve on the issuance of not more than 5,985,915 new class B
shares as part of the consideration for the acquisition of Epsilon (the "Issue
in kind"). Only Danir will be entitled to subscribe for the new shares in the
Issue in kind. Danir will pay for the newly issued shares in the Issue in kind
by contributing all 163,750 class A shares and all 9,366,146 class B shares in
Epsilon (the "Contribution in kind") to ÅF.

If the Board of Directors resolves to exercise the authorisation proposed under
this item, the share capital will increase by not more than SEK 29,929,575.

The Board of Directors, or whomever the Board of Directors may appoint, is
authorised to make any minor adjustments to the General Meeting's resolution
pursuant to this item 7 b) which may be required in connection with the
registration of the resolution with the Swedish Companies Registration Office.

Item 8

Ångpanneföreningens Forskningsstiftelse and CapMan, which together hold
approximately 21.8 per cent of the share capital and 45.0 per cent of the votes
in ÅF as of the date of this notice, have, in light of the contemplated
acquisition of Epsilon, submitted the proposals set out in items 8 a) - 8 c)
below. Resolutions in accordance with the proposals set out under items 8 a) -
8 c) below are conditional and will take effect on ÅF's completion of the
acquisition of the shares in Epsilon in accordance with item 7 a) above.

 a. Resolution concerning the determination of the number of members of the
    Board of Directors


Ångpanneföreningens Forskningsstiftelse and CapMan propose that the Board of
Directors consist of ten (10) directors and no deputies for the period until the
next Annual General Meeting.

 b. Resolution concerning the determination of the remuneration to the Board of
    Directors


At the Annual General Meeting 2012, it was resolved that a fee of SEK 450,000
should be paid to the Chairman of the Board of Directors and SEK 200,000 to each
of the other Board members elected by the General Meeting. Furthermore, it was
resolved that remuneration for work in Board Committees should be SEK 90,000 to
the Chairman of the Audit Committee and SEK 45,000 to each of the other members
of the Audit Committee, and SEK 75,000 to the Chairman of the Remuneration
Committee and SEK 45,000 to each of the other members of the Remuneration
Committee.

Ångpanneföreningens Forskningsstiftelse and CapMan propose that the newly
elected members of the Board of Directors be paid a remuneration for their work
as Board members and for any work in Board Committees for the period beginning
when the General Meeting's resolution under this item 8 takes effect in
accordance with the levels of remuneration resolved by the Annual General
Meeting 2012 in proportion to the duration of the term of their directorship.

For the members of the Board of Directors elected at the Annual General Meeting,
remuneration shall remain unchanged pursuant to the resolution of the Annual
General Meeting.

The proposal means that the total remuneration to the Board of Directors, for
the period until the Annual General Meeting 2013, will be higher than
SEK 2,195,000, which was the total amount determined by the Annual General
Meeting 2012.

 c. Resolution concerning election of members for the Board of Directors


Ångpanneföreningens Forskningsstiftelse and CapMan propose that Dan Olofsson and
Johan Glennmo be elected new members of the Board of Directors for the period
until the next Annual General Meeting.

Dan Olofsson is born 1950. He is a civil engineer.

Dan Olofsson is the Chairman of the Board of Directors of Sigma AB and a member
of the Board of Directors of Danir and Epsilon. He is the founder of the Sigma
Group and has previously been the CEO of Sigma, Teleca and Epsilon.

Johan Glennmo is born 1974. He is a Bachelor of Science from University of
Tampa.

Johan Glennmo is the Chairman of the Board of Directors of Epsilon and a member
of the Board of Directors of Danir and Sigma AB. His has previous employment
experience as IT consultant and vice president of technical consulting
operations.

After the completion of ÅF's acquisition of Epsilon, Danir, held by Dan Olofsson
with family (including Johan Glennmo, son of Dan Olofsson), will be the second
largest owner in ÅF in terms of votes and the largest owner in ÅF in terms of
capital. In light of this, neither Dan Olofsson nor Johan Glennmo is considered
independent of ÅF's major shareholders. Furthermore, Ångpanneföreningens
Forskningsstiftelse and CapMan consider that there are reasons not to deem Dan
Olofsson or Johan Glennmo independent of the company and its management in view
of the additional purchase price that may be paid to Danir as a result of ÅF's
acquisition of Epsilon.

The proposal by Ångpanneföreningens Forskningsstiftelse and CapMan concerning
the composition of the Board of Directors satisfies the independence
requirements under the Swedish Corporate Governance Code.

If the General Meeting resolves in accordance with the proposal, the Board of
Directors will, from the time when the resolution becomes effective until the
next Annual General Meeting, consist of the following members elected by the
General Meeting: Ulf Dinkelspiel (Chairman), Johan Glennmo, Eva-Lotta Kraft,
Anders Narvinger, Björn O Nilsson, Dan Olofsson, Joakim Rubin, Kristina
Schauman, Anders Snell and Lena Treschow Torell.

From the time of the Extraordinary General Meeting until the resolution becomes
effective, the Board of Directors will continue to consist of the following
members elected by the General Meeting: Ulf Dinkelspiel (Chairman), Eva-Lotta
Kraft, Anders Narvinger, Björn O Nilsson, Joakim Rubin, Kristina Schauman,
Anders Snell and Lena Treschow Torell.

The members of the Nomination Committee of ÅF have been informed of the proposal
above.



Conditions and majority requirements
The Board of Directors proposes that each of the resolutions adopted by the
General Meeting pursuant to items 6 b) and 7 will be conditional on that the
General Meeting resolving in accordance with the proposals by the Board of
Directors and the proposals by Ångpanneföreningens Forskningsstiftelse and
CapMan under items 6 b), 7, 8 a) and 8 c).

The General Meeting's resolutions concerning the amendments of the Articles of
Association pursuant to items 6 a) and 6 b) are valid only if they are adopted
by shareholders representing at least two thirds (2/3) of the votes cast and the
shares represented at the General Meeting.

Shareholder support for the resolutions proposed
in items 6, 7 and 8
Ångpanneföreningens Forskningsstiftelse and CapMan, which together hold
approximately 21.8 per cent of the share capital and 45.0 per cent of the votes
in ÅF as of the date of this notice, have undertaken to vote in favour of all
proposals set out under items 6, 7 and 8.

Number of shares and votes
As of the date of this notice, ÅF's share capital amounts to SEK 170,295,010,
consisting of 34,059,002 shares in total, of which 1,608,876 are class A shares
and 32,450,126 are class B shares, corresponding to a total of 48,538,886 votes.
Each class A share carries 10 votes and each class B share carries one vote. At
the time of this notice, ÅF held 464,000 of the company's own class B shares,
corresponding to 464,000 votes which cannot be represented at the General
Meeting.

Information to the Extraordinary General Meeting
The Board of Directors and the CEO shall, if requested by a shareholder and the
Board of Directors considers that such a request can be met without
significantly harming the company, provide information on circumstances that may
affect the assessment of an item to be addressed by the General Meeting, as well
as on the company's relationship to another Group company.

Documentation
The complete proposals under items 6, 7 and 8 are set out above. The proposed
wording of the Articles of Association under items 6 a) and 6 b) will be made
available at the company and on the company's website, www.afconsult.com, no
later than on Monday, 29 October 2012. Information concerning the proposal to
approve the Board of Directors' resolution to acquire Epsilon pursuant to item
7 a) will be made available at the company and on the company's website
www.afconsult.com approximately three weeks prior to the General Meeting. The
documentation will be sent to the shareholders who so request and state their
address.





                           Stockholm in October 2012
                                  ÅF AB (publ)
                             The Board of Directors



The ÅF Group is a leader in technical consulting, with expertise founded on more
than a century of experience. We offer highly qualified services and solutions
for industrial processes, infrastructure projects and the development of
products and IT systems. The ÅF Group currently has close to 5,000 employees.
Our base is in Europe, but our business and our clients are found all over the
world.




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