AudioDev AB (publ) Annual General Meeting.

STOCKHOLM, Sweden -- The shareholders of AudioDev AB (publ) (STO:AUDVB) are hereby invited to attend the Annual General Meeting to be held on Wednesday 26 April, 2006, at 4.30 p.m. at the Radisson SAS Hotel, Ostergatan 10, Malmo, Sweden.

Entitlement to attend:

To be entitled to attend the meeting you must firstly be registered as a shareholder in the company's share register produced by VPC AB relating to the prevailing conditions on Thursday April 20, 2006, and secondly have given the company notice of your intention to attend the meeting by Thursday April 20, 2006 at 12 noon at the latest.

Shareholders who have had their shares registered to nominees must temporarily re-register them in their own name with VPC AB in order to be able to attend the meeting. Such registration must have been accomplished by Thursday April 20, 2006 at the latest. This means that shareholders must communicate their wishes on the matter to the nominee well in advance before that date.

Notice of attendance

Notice of attendance at the meeting may be given in writing to AudioDev AB (publ), Att., Eva Borg, Kabingatan 9, SE-212 39 Malmo, Sweden or by telephone on [phone], fax: [phone], or by e-mail to ([e-mail]). When registering, you must state your name, personal identity number or corporate identity number, number of shares, daytime telephone number, and, where applicable, the number of advisers (no more than two) you intend bringing to the meeting. If shareholders intend being represented at the meeting, a power of attorney along with other proof of authority documents should be enclosed with the application.

Proposed agenda

1. Opening of the meeting

2. Election of the chairman of the meeting

3. Preparation and approval of the voting list

4. Approval of the agenda

5. Election of a person to check the minutes

6. Determination that the meeting has been duly convened

7. Presentation of the annual report and the auditor's report as well as the consolidated accounts and auditor's report on the consolidated accounts

8. The Managing Director's report on the operations

9. Adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet 

10. Disposition of the company's profits in accordance with the balance sheet adopted

11. Discharge or the Board of Directors and the Managing Director from liability

12. Determination of the number of directors and deputy directors

13. Determination of remuneration to the Board of Directors

14. Election of Board of Directors and Chairman of the Board of Directors

15. Decision on the amendment of the Articles of Association

16. The mandate for the Chairman of the Board to make formal adjustments to the resolution in item 15 that may prove to be necessary with respect to its registration

17. Close of the meeting

Dividend (item 10)

The Board of Directors has proposed that a dividend of SEK 2.42 per share shall be paid. The Board of Directors has proposed May 3, 2006 as the record date for the dividend. If the meeting decides in favour of the Board's proposal, the dividend is expected to be distributed by VPC on May 8, 2006.

Board etc. (items 2, 12, 13 and 14)

The company has been notified that shareholders that represent over 50 % of all votes in the company will be supporting the following proposals:

Chairman of the meeting: Peter Oscarsson

Board Members: re-election of Jan Barchan, Goran Barsby, Per Ludvigsson and Thomas Vonheim as well as the election of Sigrun Hjelmquist

Chairman of the Board: Jan Barchan

Directors' fees: SEK 800,000, of which SEK 200,000 to the Chairman of the Board and SEK 150,000 each to other Board Members.

Sigrun Hjelmquist is a Master of Engineering and Licentiate in Technology (The Royal Institute of Technology) and a partner in Acconia Consulting focusing on manager and management development. She has previously been a partner and investment manager at the venture capital company BrainHeart Capital, and prior to that held management posts at Ericsson. She is currently a Member of the Board at Sandvik, Svenska Handelsbanken, IBS and E.ON Sweden.

Amendment of the Articles of Association (item 15)

The Board proposes that the Articles of Association be revised to conform with the new Companies Act that became effective on January 1, 2006. The main effect of the amendments is that the information on the nominal value of the shares in Article 5 of the Articles of Association is replaced by information on the lowest and highest number of shares in the company (lowest ten million shares and the highest forty million shares), that the regulations of preferential rights with respect to A and B shares (Article 6) are amended so that they also include issues of shares for debt settlements, that it is stipulated that the notice of the Annual General Meeting must be advertised in the Post- och Inrikes Tidningar (the Swedish Official Gazette) and Svenska Dagbladet newspaper, and that the VPC registration clause in the current Article 14 of the Articles of Association is adjusted. It is also proposed that the regulations on the mandate period of the elected Board Members (Article 7), on the mandate period of the auditors (Article 8) and on voting rights at the Annual General Meeting (Article 11) are removed, as these issues are nowadays regulated by law.

Documentation

The annual report and auditors' report as well as other decision data are made available at the company and on its website, www.audiodev.com, at least two weeks before the Annual General Meeting and are distributed to shareholders who have requested copies and have given their postal address.

Malmo, March 2006

Board of AudioDev AB (publ)

AudioDev in brief

AudioDev is a world-leading manufacturer of test equipment for quality control of optical media such as CDs and DVDs. The company is also in a leading position for the evolving blue laser optical media formats (Blu-ray Disc and HD DVD) Net sales in 2005 were SEK 218 million with the largest markets being in the US, Asia and Europe. The head office is based in Malmo, Sweden. AudioDev has been listed on the Stockholm Stock Exchange since September 2000.

AudioDev's products are sold under the brands CATS and Go!. The products in the CATS series are high precision analyzers for quality testing of all formats on the market. Go! is a new brand with products optimised for production control. AudioDev also offers an extensive service network, as well as customised training and independent test analyses via AudioDev's TestCenter. AudioDev's customers include Cinram, CMC, Microsoft, Moser Baer India, Panasonic, Pioneer, Ritek Corp. and Technicolor

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