Scania's Board of Directors recommends that shareholders do not accept Porsche's mandatory offer

Scania's Board of Directors recommends that shareholders do not accept Porsche's
mandatory offer

• Scania's shareholders have received an offer to tender their shares to Porsche
for a consideration of SEK 68.52 in cash for each A share and SEK 67.10 in cash
for each B share 
• Scania's Board of Directors* unanimously recommends that shareholders do not
accept the offer 

On 5 January 2009, Porsche announced that it had acquired indirect control of
Scania AB (publ) (“Scania”) by increasing its holding in Volkswagen to
approximately 50.76 percent of shares with voting rights in Volkswagen. As a
result of this increase and the fact that Volkswagen's interest in Scania
exceeds the statutory threshold of 30 percent of all voting rights, Porsche
acquired indirect control of Scania according to Swedish takeover law and was
therefore obliged to announce a mandatory offer for those Scania shares that are
not under its direct or indirect control.

On 19 January 2009, Porsche published a mandatory offer to acquire all shares in
Scania that are not (directly or indirectly) held by Volkswagen or that
otherwise (directly or indirectly) are controlled by Porsche (the “Offer”).
Under the terms of the Offer, Porsche offers SEK 68.52 in cash for each Scania A
share and SEK 67.10 in cash for each Scania B share. The price offered for the
Scania shares corresponds to the minimum prices required by applicable rules,
which are calculated on the basis of the volume-weighted average stock exchange
price of the relevant share during the 20 trading days up to and including 2
January 2009, the last trading day before Porsche's acquisition of indirect
control of Scania.

In the Offer, Porsche emphasised: 

- that Porsche did not present the Offer voluntarily but only due to a legal
obligation;

- that Porsche has no interest in acquiring any Scania shares; and 

- that Porsche has no plans for Scania's future operations.

Porsche further stated that in its opinion, the Offer will not result in any
substantial impact on Scania's future operations, its employees or management,
including substantial impact or change in employment conditions or the locations
where Scania operates. 


The Scania Board of Directors' recommendation

In accordance with the provisions of the Takeover Rules of the NASDAQ OMX Nordic
Exchange Stockholm, the Board of Scania has evaluated the Offer with the
assistance of Deutsche Bank and Morgan Stanley.

The Board of Scania has based its recommendation on an assessment of factors
that the Board has deemed relevant in relation to the Offer, including, but not
limited to assumptions regarding Scania's business and financials.

Due to Porsche's majority holding in Volkswagen, the representatives of
Volkswagen on Scania's Board of Directors, Mr. Martin Winterkorn, Mr. Francisco
J. Garcia Sanz and Mr. Hans Dieter Pötsch, have abstained from participating in
the Board's evaluation of the Offer. Further, Mr. Peter Wallenberg Jr was unable
to participate in the Board meeting where the Board's recommendation was
adopted.

The Board of Scania unanimously recommends that shareholders do not accept the
Offer due to the following;

- Scania is a company with a strong, well positioned business with best in class
profitability and excellent long-term prospects in heavy vehicles and services.
The previously communicated plan of reaching 150,000 deliveries towards the mid
of next decade remains unchanged.

- The Offer is the minimum price prescribed by applicable rules, which is
approximately 15% lower than the pre-Offer price of Scania (i.e. 5 January 2009,
when Porsche announced that it had acquired indirect control of Scania).

- Whilst recognising current financial market volatility, the Board believes
that the Offer does not reflect the long-term value of Scania.

The position of the Board is supported by the fairness opinion provided by
Deutsche Bank and Morgan Stanley, respectively. Both opinions conclude that as
at 3 February, and based on and subject to the assumptions and other
consideration set forth in such opinions, the “A Share Offer Consideration and
the B Share Offer Consideration are inadequate from a financial point of view to
the holders of the A Shares and B Shares respectively, other than Porsche,
Volkswagen and their respective affiliates”. 

The fairness opinions from Deutsche Bank and Morgan Stanley are available in
full at www.scania.com.
Under the Takeover Rules the Board of Scania is required, based on Porsche's
statements in the Offer Document, to express its views on the effects of the
Offer on Scania. Given that Porsche in the Offer has stated that it has no plans
for the future operations of Scania, the Board is not able to evaluate what the
potential impact of the implementation of the Offer would be on Scania's future
operations, its employees or management, including employment conditions or the
locations where Scania operates. 



Södertälje, 3 February 2009

Scania

The Board of Directors

*Due to Porsche's majority holding in Volkswagen, the representatives of
Volkswagen on Scania's Board of Directors, Mr. Martin Winterkorn, Mr. Francisco
J. Garcia Sanz and Mr. Hans Dieter Pötsch, have abstained from participating in
the Board's evaluation of the Offer. Further Mr. Peter Wallenberg Jr was unable
to participate in the Board meeting where the Board's recommendation was
adopted.


For questions, please contact: 

Staffan Bohman, Vice Chairman of the Board of Directors, tel +46 8 553 855 55

Erik Ljungberg, Senior Vice President, Corporate Relations, tel +46 8 553 835 57

Scania is one of the world's leading manufacturers of trucks and buses for heavy
transport applications, and of industrial and marine engines. A growing
proportion of the company's operations consists of products and services in the
financial and service sectors, assuring Scania customers of cost-effective
transport solutions and maximum uptime. Employing 35,000 people, Scania operates
in about 100 countries. Research and development activities are concentrated in
Sweden, while production takes place in Europe and South America, with
facilities for global interchange of both components and complete vehicles. In
2007, invoiced sales totalled SEK 84.5 billion and net income amounted to SEK
8.6 billion. 

Scania press releases are available at www.scania.com