Notice of Annual General Meeting 2008


Notice of Annual General Meeting 2008

AudioDev AB (publ)

The shareholders of AudioDev AB (publ) are hereby invited to attend the annual
general meeting to be held on Thursday April 24, 2008, at 4.30 p.m. in the
company offices, Kabingatan 9, Malmö, 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 Friday April 18, 2008, and secondly have given the
company notice of your intention to attend the meeting by Friday April 18, 2008
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 Friday April 18, 2008
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), attn: Carina Kurki, Kabingatan 9, SE-212 39 Malmö, Sweden or by
telephone on +46 40-690 49 94, fax: +46 40-690 49 90, or by e-mail to
carina.kurki@audiodev.com. 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. Proxy forms are
available upon request. 

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 of 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. The Board's proposal for a decision on guidelines for remuneration to
leading officials
16. Appointment of a nomination committee
17. Closing of the meeting

Dividend (item 10) 
The Board has proposed that no dividend is to be paid. 

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, Göran Barsby, Sigrun Hjelmquist, Per
Ludvigsson and Thomas Vonheim 
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. 

The Board's proposal for a decision on guidelines for remuneration to leading
officials (item 15) 
The Board's proposal, which includes guidelines with respect to salaries,
pension and other terms of employment for leading officials, are detailed in the
Directors' Report in the company's annual report.

Appointment of a nomination committee (item 16)
The shareholder Briban Invest AB has proposed that the general meeting assigns
the chairman of the board of directors to, based on the share ownership at the
end of September 2008, convene a nomination committee composed by one
representative from each of the three largest shareholders in the company in
terms of voting power. The names of the members of the nomination committee
shall be published in the interim report for the third quarter. The nomination
committee shall propose, to the annual general meeting 2009, (i) a chairman for
the annual general meeting, (ii) chairman of the board and other board members
and (iii) remuneration to the board distributed among the chairman and the other
board members.

The nomination committee shall remain until the next nomination committee has
been appointed. Should a member of the nomination committee cease to represent
one of the largest shareholders in the company or resign, the nomination
committee shall be entitled to replace such member with another representative
of the largest shareholders.

Documentation etc. 
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.

In AudioDev AB there are in total 16,716,500 shares, whereof 600,000 shares of
series A and 16,116,500 shares of series B. These shares carry in total
22,116,500 votes. 

Malmö, March 2008 

Board of AudioDev AB (publ)


AudioDev discloses the information provided herein pursuant to the Securities
Markets Act and/or the
Financial Instruments Trading Act. The information was submitted for publication
at 8.15 a.m. on
March 18th 2008.

AudioDev is a world leading supplier of complete solutions for quality control
of optical
media and of inspection systems for quality assuring the manufacture of thin
layers andfilms. The group's products for quality assurance and production efficiency are
marketed
under the brands ETA™, CATS™ and GO!™. The customer base includes companies
involved
in the manufacturing of optical media, flat panel displays and other industrial
applications
where thin layers need to be checked for quality with respect to colour
determination,
measuring thickness and density. AudioDev has a complete offering that includes
high
precision analyzers, analyzers for production control, extensive customer
support, training
and TestCenters across the world.

Net sales in 2007 were SEK 111.2 million, with the largest markets being in the
US, Asia
and Europe. The head office is based in Malmö, Sweden AudioDev has been listed
on the
OMX Nordiska Börs Stockholm exchange since September 2000.

Attachments

03172703.pdf