Shareholders who wish to participate in the proceedings of the Meeting:

 

(a) must be recorded in the share register maintained by the Securities Register Centre (VPC AB) not later than by Friday, February 25, 2005, and;

 

(b) file notice of their desire to attend not later than 3:00 p.m., Monday, March 7, 2005 under address Addtech AB (publ), Box 602, SE-101 32 Stockholm, Sweden, or by telephone +46-8-470 49 00 or telefax +46-8-470 49 01, or by e-mail info@addtech.com. Such notice must contain the shareholder's name, personal registration number, address and telephone number, as well as the names of any assisting counsel to attend. Counsel and representatives of legal entities must present document of authorization prior to the meeting.

 

In order to exercise their voting rights, shareholders whose shares are registered in the name of a bank's trust department, or in the name of a stockbroker as nominee, must temporarily register their shares in their own name. Such registration must be completed not later than by February 25, 2005.

 

 

1) Opening of the Meeting.

2) Election of Chairman to preside over the Meeting.

3) Compilation and approval of Electoral Register.

4) Approval of the agenda proposed by the Board of Directors for the Meeting.

5) Election of one or two persons to approve the Minutes to be taken at the Meeting.

6) Determination of whether or not the Meeting has been duly called.

7) Proposed resolution of the Board of Directors for approval of the acquisition of all outstanding shares in Bergman & Beving MediTech AB.

8) Adjournment.

 

 

 

On February 3, 2005 Addtech AB (publ) ("Addtech") concluded an agreement to acquire all shares outstanding in Bergman & Beving MediTech AB ("MediTech"). However, the acquisition is subject to approval by extra general meetings of the shareholders of Addtech and Bergman & Beving AB (publ) ("Bergman & Beving").

 

MediTech is a supplier of instruments and consumables to laboratories in industry, health care and research, as well as diagnostic equipment for the health care industry. The business area's principal market is the Nordic Region and examples of customer groups are the pharmaceutical industry, the process industry, county councils, and colleges and universities.

 

Products marketed possess a high technology content, which requires personal sales. The specialist knowledge of employees is an important success factor that enables the company to deliver solutions that create added value for the customer. In the assessment of the Board of Directors, MediTech is a good fit with Addtech's business model, which is based on being a refining link between leading manufacturers and demanding customers.

 

MediTech will constitute a separate business area in Addtech and is therefore expected to strengthen Addtech's platform for future growth.

 

The acquisition refers to 100 percent of the shares outstanding in MediTech, including all subsidiaries with the exception of Nordiska Dental AB. Annual revenues of the acquired business amounts to approximately MSEK 582 with pro forma operating income for the most recent 12-month period of approximately MSEK 27. The number of employees is 236.

 

The purchase money amount to MSEK 175, MSEK 10 of which constitutes conditional supplementary purchase money linked to the performance of MediTech over the next year. Any additional purchase money is to be paid by Addtech in March 2006. Shareholder's equity in MediTech is estimated to be MSEK 100 at the time of acquisition. The acquisition will be in the form of a cash transaction and is expected to have a positive effect on earnings per share from the time of acquisition. On the condition of approval by the extra general meetings of Addtech and Bergman & Beving, and of the competition authority in Norway, possession of the shares in MediTech is expected to be taken March 31, 2005.

 

By reason of the proposed acquisition of MediTech, the Board of Directors has solicited a so-called fairness opinion from Deloitte, in its capacity of independent expert. The fairness opinion and the complete proposal of the Board of Directors will be available at the Company's head office as set forth below.

 

 

The Board of Directors of Addtech has made the assessment that the acquisition of MediTech is not a matter that must be brought before a general meeting of shareholders according to relevant rules of law and pursuant to the registration contract with Stockholmsbörsen (The Stockholm Stock Exchange). This assessment has been confirmed by external advisors. Given the background of the historical links between Addtech and Bergman & Beving, and the composition of their boards of directors and ownership structure, the Board of Directors has nevertheless deemed it appropriate to have an extra general meeting in Addtech make a decision in the matter.

 

The Board of Directors suggests that the general meeting of shareholders approves the proposed acquisition of all shares outstanding in MediTech.

The Chairman and Vice Chairman of the Board of Directors of Addtech are also directors of Bergman & Beving. In consideration thereof they have not participated in the preparations for, or decisions with respect to this matter. They have announced, however, that they intend to participate in the proceedings of Addtech's extra meeting of shareholders in their capacity of shareholders.

 

The resolution of the general meeting of shareholders is valid only if seconded by shareholders with more than 50 percent of the votes cast at the general meeting of shareholders.

 

 

The complete proposal of the Board of Directors as set forth above and the fairness opinion from Deloitte will be available from February 23, 2005 at the Company's head office at Gamla Brogatan 11, Stockholm, and at the Company's website (www.addtech.com). The aforementioned documents will be mailed to those shareholders who file notice to participate in the proceedings of the general meeting of shareholders and to other shareholders who so request.