SKF Inc – ‘424B3’ on 4/25/08

On:  Friday, 4/25/08, at 10:40am ET   ·   Accession #:  1193805-8-1174   ·   File #:  333-11106

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            19     85K 

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                                                Filed pursuant to Rule 424(b)(3)
                                              Registration Statement on Form F-6
                                                               Reg. No. 33-11106

 [FORM OF RECEIPT]

Number                                                   CUSIP Number: 784375404

                                                             American Depositary
                                                           Shares (Each American
                                                                Depositary Share
                                                                representing one
                                              Fully Paid Non-Restricted B Share)

 AMERICAN DEPOSITARY RECEIPT
 for
AMERICAN DEPOSITARY SHARES
representing
 DEPOSITED NON-RESTRICTED B SHARES
of
AKTIEBOLAGET SKF
 (Incorporated under the laws of Sweden)

    CITIBANK, N.A., a national banking association organized and
existing under the laws of the United States of America, as depositary (herein  
called the "Depositary"), hereby certifies that ________________ is the owner of
____________ American Depositary Shares (hereinafter "ADSs"), representing      
deposited non-restricted B shares, including evidence of rights to receive such 
non-restricted B shares (the "Shares") of Aktiebolaget SKF, a corporation       
incorporated under the laws of Sweden (the "Company"). As of the date of the    
Deposit Agreement (hereinafter defined), each ADS represents one Share deposited
under the Deposit Agreement with one of the Custodians which at the date of     
execution of the Deposit Agreement are Skandinaviska Enskilda Banken and Svenska
Handelsbanken (the "Custodians"). The ratio of American Depositary Shares to    
Shares is subject to amendment as provided in Article IV of the Deposit         
Agreement. The Depositary's Corporate Agency Office is located at 388 Greenwich 
Street, 14th floor, New York, New York 10013, U.S.A. The Depositary's Corporate 
Agency Office is at a different address than its Principal Executive Office. Its
Principal Executive Office is at 399 Park Avenue, New York, NY 10022.           

          (1) The Deposit Agreement. This American Depositary Receipt is one
of an issue (herein called the Receipts), all issued and to be issued upon the  
terms and conditions set forth in the Amended and Restated Deposit Agreement,   
dated as of December 7, 1999, as amended by Amendment No. 1 to Amended and      
Restated Deposit Agreement, dated as of June 7, 2007 (as so amended and as      
further amended and supplemented from time to time, the "Deposit Agreement"), by
and among the Company, the Depositary and all Holders from time to time of      
American Depositary Shares evidenced by Receipts issued thereunder, each of whom
by accepting a Receipt becomes bound by all the terms and provisions thereof.   
The Deposit Agreement sets forth the rights and obligations of Holders and      
Beneficial Owners of Receipts and the rights and duties of the Depositary in    
respect of the Shares deposited thereunder and any and all other securities,    
property and cash from time to time, received in respect of such Shares and held
thereunder (such Shares, securities, property and cash are herein called        
"Deposited Securities"). Copies of the Deposit Agreement are on file at the     
Corporate Agency Office of the Depositary and the Custodians.                   

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       The statements made on the face and reverse of this Receipt are
summaries of certain provisions of the Deposit Agreement and the Articles of    
Association and Bylaws of the Company (as in effect on the date of the Deposit  
Agreement) and are qualified by and subject to the detailed provisions of the   
Deposit Agreement, to which reference is hereby made. All capitalized terms used
herein which are not otherwise defined herein shall have the meanings ascribed  
thereto in the Deposit Agreement. The Depositary makes no representation or     
warranty as to the validity or worth of the Deposited Securities. The American  
Depositary Shares are eligible for clearance and settlement through DTC. Each   
Beneficial Owner of American Depositary Shares held through DTC must rely on the
procedures of DTC and the DTC Participants to exercise and be entitled to any   
rights attributable to such American Depositary Shares. The Receipt evidencing  
the American Depositary Shares held through DTC will be registered in the name  
of a nominee of DTC. So long as the American Depositary Shares are held through 
DTC or unless otherwise required by law, ownership of beneficial interests in   
the Receipt registered in the name of DTC (or its nominee) will be shown on, and
transfers of such ownership will be effected only through, records maintained by
(i) DTC (or its nominee), or (ii) DTC Participants (or their nominees).         

         (2) Surrender of Receipts and Withdrawal of Deposited Securities.
Upon surrender, at the Corporate Agency Office of the Depositary, of ADSs       
evidenced by this Receipt for the purpose of withdrawal of the Deposited        
Securities represented thereby, and upon payment of (i) the charges of the      
Depositary for the making of withdrawals and cancellation of Receipts (as set   
forth in Article (10) hereof and in Section 5.9 and Exhibit B of the Deposit    
Agreement) and (ii) all fees, taxes and governmental charges payable in         
connection with such surrender and withdrawal, and, subject to the terms and    
conditions of the Deposit Agreement the Company's Articles of Association and   
By-laws, Section 7.8 of the Deposit Agreement, Article (23) of this Receipt and 
the provisions of or governing the Deposited Securities and other applicable    
laws, the Holder of the American Depositary Shares evidenced hereby is entitled 
to delivery, to him or upon his order, of the Deposited Securities represented  
by the ADS so surrendered. Subject to the last sentence of this paragraph, such 
Deposited Securities may be delivered in registered form or by electronic       
delivery. ADSs may be surrendered for the purpose of withdrawing Deposited      
Securities by delivery of a Receipt evidencing such ADSs (if held in registered 
form) or by book-entry delivery of such ADSs to the Depositary.                 

            A Receipt surrendered for such purposes shall, if so required by the
Depositary, be properly endorsed in blank or accompanied by proper instruments  
of transfer in blank, and if the Depositary so requires, the Holder thereof     
shall execute and deliver to the Depositary a written order directing the       
Depositary to cause the Deposited Securities being withdrawn to be delivered to 
or upon the written order of a person or persons designated in such order.      
Thereupon, the Depositary shall direct the Custodian to Deliver (without        
unreasonable delay) at the designated office of the Custodian, subject to the   
terms and conditions of the Deposit Agreement, the Articles of Association and  
By-laws of the Company, and the provisions of or governing the Deposited        
Securities and applicable laws, now or hereafter in effect, to or upon the      
written order of the person or persons designated in the order delivered to the 

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Depositary as provided above, the Deposited Securities represented by such ADSs 
together with any certificate or other proper documents of or relating to title 
for the Deposited Securities or evidence of the electronic transfer thereof (if 
available) as the case may be, to or for the account of such person. The        
Depositary may make delivery to such person or persons at the Principal Office  
of the Depositary of any dividends or distributions with respect to the         
Deposited Securities represented by such Receipt, or of any proceeds of sale of 
any dividends, distributions or rights, which may at the time be held by the    
Depositary.                                                                     

          The Depositary shall not accept for surrender a Receipt evidencing
ADSs representing less than one Share. The Depositary may, in its discretion,   
refuse to accept for surrender a number of ADSs representing other than a whole 
number of Shares. In the case of surrender of a Receipt evidencing a number of  
ADSs representing other than a whole number of Shares, the Depositary shall     
cause ownership of the appropriate whole number of Shares to be delivered in    
accordance with the terms hereof, and shall, at its discretion, either (i) issue
and deliver to the person surrendering such Receipt a new Receipt evidencing    
ADSs representing any remaining fractional Share, or (ii) sell or cause to be   
sold the fractional Shares represented by the Receipt so surrendered and remit  
the proceeds thereof (net of (a) applicable fees and charges of, and expenses   
incurred by, the Depositary and (b) taxes withheld) to the person surrendering  
the Receipt. At the request, risk and expense of any Holder so surrendering a   
Receipt, and for the account of such Holder, the Depositary shall direct the    
Custodian to forward (to the extent permitted by law) any cash or other property
(other than securities) held in respect of, and any certificate or certificates 
and other proper documents of or relating to title to, the Deposited Securities 
represented by such Receipt to the Depositary for delivery at the Principal     
Office of the Depositary, and for further delivery to such Holder. Such         
direction shall be given by letter or, at the request, risk and expense of such 
Holder, by cable, telex or facsimile transmission                               

         (3) Transfers, Split-Ups and Combinations of Receipts. Subject to
the terms and conditions of the Deposit Agreement, the Registrar shall register 
transfers of Receipts on its books upon surrender at the Corporate Agency Office
of the Depositary of a Receipt by the Holder thereof in person or by duly       
authorized attorney, properly endorsed or accompanied by proper instruments of  
transfer (including signature guarantees in accordance with standard industry   
practice) and duly stamped as may be required by the laws of the State of New   
York and of the United States of America. Subject to the terms and conditions of
the Deposit Agreement including payment of the applicable fees and charges of   
the Depositary, the Depositary shall execute and deliver a new Receipt(s) (and  
if necessary cause the Registrar to countersign such Receipt(s)) and deliver    
same to or upon the order of the person entitled to such Receipts evidencing the
same aggregate number of ADSs as those evidenced by the Receipts surrendered.   
Upon surrender of a Receipt or Receipts for the purpose of effecting a split-up 
or combination of such Receipt or Receipts and upon payment of the applicable   
fees and charges of the Depositary, subject to the terms and conditions of this 
Deposit Agreement, the Depositary shall execute and deliver a new Receipt or    
Receipts for any authorized number of ADSs requested, evidencing the same       
aggregate number of ADSs as the Receipt or Receipts surrendered.                

          (4) Pre-Conditions to Registration, Transfer, Etc,. As a condition
precedent to the execution and delivery, registration of transfer, split-up,    
combination or surrender of any Receipt or withdrawal of any Deposited          
Securities, the Depositary or the Custodian may require (i) payment from the    

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depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse
it for any tax or other governmental charge and any stock transfer or           
registration fee with respect thereto (including any such tax or charge and fee 
with respect to Shares being deposited or withdrawn) and payment of any         
applicable fees and charges of the Depositary as provided in the Deposit        
Agreement and in this Receipt, (ii) the production of proof satisfactory to it  
as to the identity and genuineness of any signature or any other matters and    
(iii) compliance with (A) any laws or governmental regulations relating to the  
execution and delivery of Receipts and ADSs or to the withdrawal of Deposited   
Securities and (B) such reasonable regulations of the Depositary or the Company 
consistent with the Deposit Agreement and applicable law.                       

        The delivery of Receipts against deposits of Shares generally or
against deposits of particular Shares may be suspended, or the delivery of      
Receipts against the deposit of particular Shares may be withheld, or the       
registration of transfer of Receipts in particular instances may be refused, or 
the registration of transfer of outstanding Receipts generally may be suspended,
during any period when the transfer books of the Company, Depositary, a         
Registrar or the Share Registrar are closed or if any such action is deemed     
necessary or advisable by the Depositary or the Company, in good faith, at any  
time or from time to time because of any requirement of law, any governmental   
body or commission or any securities exchange upon which the Receipts or Share  
are listed, or under any provision of the Deposit Agreement or provisions of, or
governing, the Deposited Securities or any meeting of shareholders of the       
Company or for any other reason, subject in all cases to Article (23) hereof.   
Notwithstanding any provision of the Deposit Agreement to the contrary, the     
surrender of outstanding ADSs evidenced by Receipts and withdrawal of Deposited 
Securities may not be suspended except as permitted by General Instruction      
I.A.(l) to Form R6 (as such Instructions may be amended from time to time) in   
connection with (i) temporary delays caused by closing the transfer books of the
Depositary or the Company (or the Share Registrar) or the deposit of Shares in  
connection with voting at a shareholders' meeting or the payment of dividends,  
(ii) the payment of fees, taxes and similar charges, and (iii) compliance with  
any U.S. or foreign laws or governmental regulations relating to the Receipts or
to the withdrawal of the Deposited Securities. Without limitation of the        
foregoing, the Depositary shall not knowingly accept for deposit under the      
Deposit Agreement any Shares or other Deposited Securities required to be       
registered under the provisions of the Securities Act of 1933, as amended (the  
"Securities Act"), unless a registration statement is in effect as to such      
Shares.                                                                         

           (5) Compliance With Information Requests. Notwithstanding any other
provision of the Deposit Agreement or this Receipt, each Holder and Beneficial  
Owner of the ADSs represented hereby agrees to comply with requests from the    
Company pursuant to Swedish law, the rules and requirements of the Stockholm    
Stock Exchange or the Articles of Association and By Laws of the Company, which 
are made to provide information as to the capacity in which such Holder or      
Beneficial Owner owns ADSs and regarding the identity of any other persons then 
or previously interested in such ADSs and the nature of such interest and       
various other matters whether or not they are Holders and/or Beneficial Owner at
the time of such request. The Depositary agrees to use reasonable efforts to    
comply with written instructions received from the Company requesting the       
Depositary to forward any such requests to the Holders and to forward to the    
Company any such responses to such requests received by the Depositary.         

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         (6) Ownership Restrictions. The Company may restrict transfers of
the Shares where such transfer might result in ownership of Shares exceeding    
limits under applicable law or the Articles of Association and By-laws of the   
Company. The Company may also restrict, in such manner as it deems appropriate, 
transfers of ADSs where such transfer may result in the total number of Shares  
represented by the ADSs owned by a single Holder or Beneficial Owner to exceed  
any such limits. The Company may, in its sole discretion, instruct the          
Depositary to take action with respect to the ownership interest of any Holder  
or Beneficial Owner in excess of the limits set forth in the preceding sentence,
including but not limited to the imposition of restrictions on the transfer of  
ADSs, the removal or limitation of voting rights or a mandatory sale or         
disposition on behalf of a Holder or Beneficial Owner of the Shares represented 
by the ADSs held by such Holder or Beneficial Owner in excess of such           
limitations, if and to the extent such disposition is permitted by applicable   
law and the Articles of Association and By-laws of the Company.                 

           (7) Liability of Holder for Taxes, Duties and Other Charges. If any
tax or other governmental charge shall become payable by the Depositary or a    
Custodian with respect to any Receipt or any Deposited Securities or ADSs, such 
tax or other governmental charge shall be payable by the Holders and Beneficial 
Owners to the Depositary. The Company, the Custodian and/or Depositary may      
withhold or deduct from any distributions made in respect of Deposited          
Securities and may sell for the account of the Holder and/or Beneficial Owner   
any or all of the Deposited Securities and apply such distributions and sale    
proceeds in payment of such taxes (including applicable interest and penalties) 
or charges, the Holder and the Beneficial Owner hereof remaining liable for any 
deficiency. The Custodian may refuse the deposit of Shares and the Depositary   
may refuse to issue ADSs, to deliver Receipts, register the transfer, split-up  
or combination of ADRs and (subject to Article (23) hereof) the withdrawal of   
Deposited Securities until payment in full of such tax, charge, penalty or      
interest is received. Every Holder and Beneficial Owner agrees to indemnify the 
Depositary, the Company, the Custodian and any of their agents, employees and   
Affiliates for, and hold each of them harmless from, any claims with respect to 
taxes (including applicable interest and penalties thereon) arising from any tax
benefit obtained for such Holder and/or Beneficial Owner.                       

     (8) Representations and Warranties of Depositors. Each person
depositing Shares under the Deposit Agreement shall be deemed thereby to        
represent and warrant that (i) such Shares (and the certificates therefor) are  
validly issued, fully paid, non-assessable and legally obtained by such person, 
(ii) all preemptive (and similar) rights, if any, with respect to such Shares,  
have been validly waived or exercised, (iii) the person making such deposit is  
duly authorized so to do and (iv) the Shares presented for deposit are free and 
clear of any lien, encumbrance, security interest, charge, mortgage or adverse  
claim and are not, and the ADSs issuable upon such deposit will not be,         
Restricted Securities and have not been stripped of any rights or entitlements. 
Such representations and warranties shall survive the deposit and withdrawal of 
Shares and the issuance, cancellation and transfer of ADSs. If any such         
representations or warranties are false in any way, the Company and Depositary  
shall be authorized, at the cost and expense of the person depositing Shares, to
take any and all actions necessary to correct the consequences thereof.         

         (9) Filing Proofs, Certificates and Other Information. Any person
presenting Shares for deposit, any Holder and any Beneficial Owner may be       

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required, and every Holder and Beneficial Owner agrees, from time to time to    
provide to the Depositary and the Custodian such proof of citizenship or        
residence, taxpayer status, payment of all applicable taxes or other            
governmental charges, exchange control approval, legal or beneficial ownership  
of ADSs and Deposited Securities, compliance with applicable laws and the terms 
of the Deposit Agreement and the provisions of, or governing, the Deposited     
Securities or other information as the Depositary or the Custodian may deem     
necessary or proper or as the Company may reasonably require by written request 
to the Depositary consistent with its obligations under the Deposit Agreement.  
Subject to Article (23) hereof and the terms of the Deposit Agreement, the      
Depositary and the Registrar, as applicable, may withhold the delivery or       
registration of transfer of any Receipt or the distribution or sale of any      
dividend or other distribution of rights or of the proceeds thereof or the      
delivery of any Deposited Securities until such proof or other information is   
filed or such certificates are executed or such representations and warranties  
are made or such information and documentation are provided.                    

            (10) Charges of Depositary. The Depositary shall charge any party to
whom Receipts are issued (including, without limitation, deposit or issuance    
pursuant to a stock dividend or stock split declared by the Company or an       
exchange of stock for the Shares or Deposited Securities, or a distribution of  
Receipts pursuant to Section 4.3 or 4.11 of the Deposit Agreement), or who      
surrenders Receipts a fee of U.S. $5.00 or less per 100 American Depositary     
Shares (or portion thereof) for the issuance or surrender, respectively, of a   
Receipt. In addition the Depositary shall charge to the Holders a fee of U.S.   
$2.00 or less per 100 American Depositary Shares (or portion thereof) for any   
cash distribution made pursuant to the Deposit Agreement, including but not     
limited to, Sections 4.2 through 4.5 thereof, and $5.00 or less per 100 American
Depositary Shares (or portion thereof) in case of a stock dividend made pursuant
to the Deposit Agreement, including but not limited to Section 4.2 through 4.5  
thereof. The Depositary will provide, without charge, a copy of its latest fee  
schedule to anyone upon request. In addition, Holders, Beneficial Owners, and   
persons depositing Shares will be requested to pay taxes and other governmental 
charges, registration fees, cable, telex and facsimile transmission and delivery
expenses, and customary and other expenses incurred by the Depositary in        
connection with its obligations and duties under the Deposit Agreement. Any     
other charges and expenses of the Depositary under the Deposit Agreement will be
paid by the Company upon agreement between the Depositary and the Company       
concerning the nature and amount of such charges and expenses. All fees and     
charges may at any time and from time to time be changed by agreement between   
the Company and the Depositary. The charges and expenses of the Custodian,      
nominee or any other agent of the Depositary are for the sole account of the    
Depositary. These charges may be changed in the manner indicated in Article (21)
of this Receipt.                                                                

            (11) Title to Receipts. It is a condition of this Receipt, and every
successive Holder of this Receipt by accepting or holding the same consents and 
agrees, that title to this Receipt (and to each ADS evidenced hereby), when     
properly endorsed or accompanied by proper instruments of transfer, is          
transferable by delivery with the same effect as in the case of a negotiable    
instrument under the laws of the State of New York; provided, however, that the 
Company and the Depositary, notwithstanding any notice to the contrary, may     
treat the person in whose name this Receipt is registered on the books of the   
Depositary as the absolute owner hereof for all purposes, and neither the       
Depositary nor the Company shall have any obligations or be subject to any      
liability hereunder or under the Deposit Agreement to any holder of a Receipt   
unless such holder is the Holder (that is, the person registered on the books of
the Depositary).                                                                

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           (12) Validity of Receipt. This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid or obligatory for any purpose, 
unless this Receipt has been executed by the Depositary by the manual signature 
of a duly authorized officer of the Depositary; provided, however, that such    
signature may be a facsimile if a Registrar has been appointed and this Receipt 
has been countersigned by the manual signature of a duly authorized officer of  
the Registrar.                                                                  

          (13) Available Information; Reports; Inspection of Transfer Books.
The Company has been subject to the periodic reporting requirements of the      
Exchange Act, and has filed certain reports with, and submitted certain reports 
to, the Commission, which reports can be retrieved from the Commission's        
internet website at www.sec.gov, and can be inspected and copied at the public  
reference facilities maintained by the Commission at 100 F Street, N.E.,        
Washington, D.C. 20549. The Company has filed a Form 15F ("Form 15F") with the  
Commission, which has suspended the Company's duty under the Exchange Act to    
file or submit the reports required under Sections 13(a) or 15(d) of the        
Exchange Act. Upon the effectiveness of Form 15F, the Company's duty to file or 
submit reports under Sections 13(a) or 15(d) of the Exchange Act will terminate 
and the Company will, pursuant to Rule 12g3-2(e)(1), receive the exemption from 
the reporting obligations of the Exchange Act provided by Rule 12g3-2(b). In    
order to satisfy the conditions of Rule 12g3-2(b) the Company intends to publish
the information contemplated in Rule 12g3-2(b)(1)(iii) under the Exchange Act on
its internet website or through an electronic information delivery system       
generally available to the public in the Company's primary trading market, and  
to translate the information so published into English in accordance with the   
instructions to Rule 12g3-2(e). The Company has specified in Form 15F the       
internet website or the electronic information delivery system on which it      
intends to publish such information. The information so published by the Company
cannot be retrieved from the Commission's internet website, and cannot be       
inspected or copied at the public reference facilities maintained by the        
Commission. If the Form 15F does not become effective, the Company will again be
subject to the periodic reporting requirements of the Exchange Act and will be  
required to file with the Commission, and submit to the Commission, certain     
reports that can be retrieved from the Commission's internet website at         
www.sec.gov, and can be inspected and copied at the public reference facilities 
maintained by the Commission.                                                   

           The Registrar shall keep the books for the registration of Receipts
and transfers of Receipts which at all reasonable times shall be open for       
inspection by the Company and the Holders of such Receipts, provided that such  
inspection shall not be, to the Registrar's knowledge, for the purpose of       
communicating with Holders of such Receipts in the interest of a business or    
object other than the business of the Company or other than a matter related to 
the Deposit Agreement or the Receipts.                                          

      The Registrar may close the transfer books with respect to the
Receipts, at any time or from time to time, when deemed necessary or advisable  
by it in good faith in connection with the performance from time to time of its 
duties hereunder, or at the reasonable written request of the Company subject,  
in all cases, to Article 23 hereof.                                             

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Dated:                                         CITIBANK, N.A.,                  
                           as Depositary

Countersigned                                                                   

By: _____________________________              By: _____________________________
 Authorized Signatory                               Vice President

           The address of the Corporate Agency Office of the Depositary is 388
Greenwich Street, 14th Floor, New York, New York 10013, U.S.A. The Depositary's 
Corporate Agency Office is at a different address than its Principal Executive  
Office. Its Principal Executive Office is at 399 Park Avenue, New York, New York
10022.                                                                          

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[FORM OF REVERSE OF RECEIPT]
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT

           (14) Dividends and Distributions in Cash, Shares, etc. Whenever the
Depositary receives confirmation from the Custodian of receipt of any cash      
dividend or other cash distribution on any Deposited Securities, or receives    
proceeds from the sale of any Shares, rights, securities or other entitlements  
under the Deposit Agreement, the Depositary will, if at the time of receipt     
thereof any amounts received in a foreign currency can, in the judgment of the  
Depositary (upon the terms of the Deposit Agreement), be converted on a         
practicable basis into Dollars transferable to the United States, promptly      
convert or cause to be converted such dividend, distribution or proceeds into   
Dollars and distribute the amount thus received (net of applicable fees and     
charges of, and expenses incurred by, the Depositary and taxes withheld) to the 
Holders entitled thereto as of the ADS Record Date in proportion to the number  
of ADSs representing such Deposited Securities held as of the ADS Record Date.  
The Depositary shall distribute only such amount, however, as can be distributed
without attributing to any Holder a fraction of one cent, and any balance not so
distributed shall be held by the Depositary (without liability for interest     
thereon) and shall be added to and become part of the next sum received by the  
Depositary for distribution to Holders of Receipts then outstanding. If the     
Company, the Custodian or the Depositary is required to withhold and does       
withhold from any cash dividend or other cash distribution in respect of any    
Deposited Securities an amount on account of taxes, duties or other governmental
charges, the amount distributed to Holders on the ADSs representing such        
Deposited Securities shall be reduced accordingly. Such withheld amounts shall  
be forwarded by the Company to the relevant governmental authority. Any foreign 
currency received by the Depositary shall be converted upon the terms and       
conditions set forth in the Deposit Agreement.                                  

       If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Company shall cause such      
Shares to be deposited with and registered, as the case may be, in the name of  
the Depositary, the Custodian or their nominees. Upon receipt of confirmation of
such deposit, the Depositary shall, in accordance with the Deposit Agreement,   
establish the ADS Record Date and either (i) distribute to the Holders as of the
ADS Record Date in proportion to the number of ADSs held as of the ADS Record   
Date, additional ADSs, which shall represent in aggregate the number of Shares  
received as such dividend or free distribution, subject to the terms of this    
Deposit Agreement (including, without limitation, the applicable fees and       
charges of, and expenses incurred by, the Depositary and taxes), or (ii) if     
additional ADSs are not so distributed, each ADS issued and outstanding after   
the ADS Record Date shall, to the extent permissible by law, thenceforth also   
represent rights and interest in the additional Shares distributed upon the     
Deposited Securities represented thereby (net of the applicable fees and charges
of, and the expenses incurred by, the Depositary, and taxes). In lieu of        
delivering fractional ADSs, the Depositary shall sell the number of Shares      
represented by the aggregate of such fractions and distribute the net proceeds  
upon the terms set forth in the Deposit Agreement.                              

            In the event that the Depositary determines that any distribution in
property (including Shares) is subject to any tax or other governmental charges 
which the Depositary is obligated to withhold, or, if the Company, in the       

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fulfillment of its obligations under the Deposit Agreement, has furnished an    
opinion of U.S. counsel determining that Shares must be registered under the    
Securities Act or other laws in order to be distributed to Holders (and no such 
registration statement has been declared effective, the Depositary may dispose  
of all or a portion of such property (including Shares and rights to subscribe  
therefor) in such amounts and in such manner, including by public or private    
sale, as the Depositary deems necessary and practicable and the Depositary shall
distribute the net proceeds of any such sale (after deduction of taxes and fees 
and charges of, and expenses incurred by, the Depositary) to Holders entitled   
thereto upon the terms of the Deposit Agreement. The Depositary shall hold      
and/or distribute any unsold balance of such property in accordance with the    
provisions of the Deposit Agreement.                                            

    Upon receipt of notice indicating that the Company wishes an
elective distribution in cash or shares to be made available to Holders upon the
terms described in the Deposit Agreement the Depositary shall make such elective
distribution available to Holders only if (i) the Depositary shall have         
determined that such distribution is reasonably practicable and (ii) the        
Depositary shall have received satisfactory documentation within the terms of   
Section 5.7. If the above conditions are not satisfied, the Depositary shall, to
the extent permitted by law, distribute to the Holders, on the basis of the same
determination as is made in the local market in respect of the Shares for which 
no election is made, either (X) cash upon the terms described in Section 4.1 or 
(Y) additional ADSs representing such additional Shares upon the terms described
in Section 4.2. If the above conditions are satisfied, the Depositary shall     
establish an ADS Record Date (on the terms described in Section 4.8) and        
establish procedures to enable Holders to elect the receipt of the proposed     
dividend in cash or in additional ADSs. The Company shall assist the Depositary 
in establishing such procedures to the extent necessary. If a Holder elects to  
receive the proposed dividend (X) in cash, the dividend shall be distributed    
upon the terms described in Section 4.1, or (Y) in ADSs, the dividend shall be  
distributed upon the terms described in Section 4.2. Nothing herein shall       
obligate the Depositary to make available to Holders a method to receive the    
elective dividend in Shares (rather than ADSs). There can be no assurance that  
Holders generally, or any Holder in particular, will be given the opportunity to
receive elective distributions on the same terms and conditions as the holders  
of Shares.                                                                      

      Upon receipt by the Depositary of a notice indicating that the
Company wishes rights to subscribe for additional Shares (or rights of any other
nature) to be made available to Holders of ADSs, the Depositary, upon           
consultation with the Company, shall determine whether it is lawful and         
reasonably practicable to make such rights available to the Holders. The        
Depositary shall make such rights available to any Holders only if the Company  
shall have requested that such rights be made available to Holders, the         
Depositary shall have received the documentation required by the Deposit        
Agreement, and the Depositary shall have determined that such distribution of   
rights is reasonably practicable. If such conditions are not satisfied, the     
Depositary shall sell the rights as described below. In the event all conditions
set forth above are satisfied, the Depositary shall establish an ADS Record Date
and establish procedures to distribute such rights (by means of warrants or     
otherwise) to enable the Holders to exercise the rights (upon payment of the    
applicable fees and charges of, and expenses incurred by, the Depositary and    
taxes). Nothing herein or in the Deposit Agreement shall obligate the Depositary
to make available to the Holders a method to exercise such rights to subscribe  
for Shares (rather than ADSs). If (i) the Company does not request the          
Depositary to make the rights available to Holders or if the Company requests   
that the rights not be made available to Holders, (ii) the Depositary fails to  

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receive the documentation required by the Deposit Agreement or determines it is 
not reasonably practicable to make the rights available to Holders, or (iii) any
rights made available are not exercised and appear to be about to lapse, the    
Depositary shall determine whether it is lawful and reasonably practicable to   
sell such rights, in a riskless principal capacity or otherwise, at such place  
and upon such terms (including public and private sale) as it may deem proper.  
The Depositary shall, upon such sale, convert and distribute proceeds of such   
sale (net of applicable fees and charges of, and expenses incurred by, the      
Depositary and taxes) upon the terms hereof and in the Deposit Agreement. If the
Depositary is unable to make any rights available to Holders or to arrange for  
the sale of the rights upon the terms described above, the Depositary shall     
allow such rights to lapse. The Depositary shall not be responsible for (i) any 
failure to determine that it may be lawful or feasible to make such rights      
available to Holders in general or any Holders in particular, (ii) any foreign  
exchange exposure or loss incurred in connection with such sale or exercise, or 
(iii) the content of any materials forwarded to the Holders on behalf of the    
Company in connection with the rights distribution.                             

        Notwithstanding anything herein to the contrary, if registration
(under the Securities Act or any other applicable law) of the rights or the     
securities to which any rights relate may be required in order for the Company  
to offer such rights or such securities to Holders and to sell the securities   
represented by such rights, the Depositary will not distribute such rights to   
the Holders unless and until a registration statement under the Securities Act  
covering such offering is in effect. In the event that the Company, the         
Depositary or the Custodian shall be required to withhold and does withhold from
any distribution of property (including rights) an amount on account of taxes or
other governmental charges, the amount distributed to Holders shall be reduced  
accordingly. In the event that the Depositary determines that any distribution  
in property (including Shares and rights to subscribe therefor) is subject to   
any tax or other governmental charges which the Depositary is obligated to      
withhold, the Depositary may dispose of all or a portion of such property       
(including Shares and rights to subscribe therefor) in such amounts and in such 
manner, including by public or private sale, as the Depositary deems necessary  
and practicable to pay any such taxes or charges.                               

          There can be no assurance that Holders generally, or any Holder in
particular, will be given the opportunity to exercise rights on the same terms  
and conditions as the holders of Shares or to exercise such rights. Nothing     
herein shall obligate the Company to file any registration statement in respect 
of any rights or Shares or other securities to be acquired upon the exercise of 
such rights.                                                                    

            Upon receipt of a notice indicating that the Company wishes property
other than cash, Shares or rights to purchase additional Shares, to be made to  
Holders of ADSs, the Depositary shall determine whether such distribution to    
Holders is lawful and reasonably practicable. The Depositary shall not make such
distribution unless (i) the Company shall have requested the Depositary to make 
such distribution to Holders, (ii) the Depositary shall have received the       
documentation required by the Deposit Agreement, and (iii) the Depositary shall 
have determined that such distribution is reasonably practicable. Upon          
satisfaction of such conditions, the Depositary shall distribute the property so
received to the Holders of record as of the ADS Record Date, in proportion to   
the number of ADSs held by them respectively and in such manner as the          
Depositary may deem practicable for accomplishing such distribution (i) upon    
receipt of payment or net of the applicable fees and charges of, and expenses   
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may dispose of all or a portion of the property so distributed and deposited, in
such amounts and in such manner (including public or private sale) as the       
Depositary may deem practicable or necessary to satisfy any taxes (including    
applicable interest and penalties) or other governmental charges applicable to  
the distribution.                                                               

            If the conditions above are not satisfied, the Depositary shall sell
or cause such property to be sold in a public or private sale, at such place or 
places and upon such terms as it may deem proper and shall (i) cause the        
proceeds of such sale, if any, to be converted into Dollars and (ii) distribute 
the proceeds of such conversion received by the Depositary (net of (a)          
applicable fees and charges of, and expenses incurred by, the Depositary and (b)
taxes) to the Holders upon the terms hereof. If the Depositary is unable to sell
such property, the Depositary may dispose of such property in any way it deems  
reasonably practicable under the circumstances.                                 

         (15) Fixing of Record Date. Whenever the Depositary shall receive
notice of the fixing of a record date by the Company for the determination of   
holders of Deposited Securities entitled to receive any distribution, or        
whenever for any reason the Depositary causes a change in the number of Shares  
that are represented by each ADS, or whenever the Depositary shall receive      
notice of any meeting of holders of Shares or other Deposited Securities, or    
whenever the Depositary shall find it necessary or convenient in connection with
the giving of any notice, or any other matter, the Depositary shall, after      
consultation with the Company, fix a record date ("ADS Record Date") for the    
determination of the Holders who shall be entitled to receive such distribution,
to give instructions for the exercise of voting rights at any such meeting, or  
to give or withhold such consent, or to receive such notice or solicitation or  
to otherwise take action, or to exercise the rights of Holders with respect to  
such changed number of Shares represented by each ADS. Subject to the terms and 
conditions of this Receipt and the Deposit Agreement, the Holders of Receipts at
the close of business on such ADS Record Date shall be entitled to receive such 
distributions, to give such voting instructions, to receive such notice or      
solicitation, or otherwise take action.                                         

          (16) Voting of Deposited Securities. Upon receipt of notice of any
meeting of holders of Shares or other Deposited Securities, the Depositary      
shall, as soon as practicable, fix a record date as provided in Section 4.8 for 
determining the Holders entitled to give instructions for the exercise of voting
rights and mail to the Holders a notice which shall contain (a) such information
as is contained in such notice of meeting and (b) a statement (in a form        
provided by the Company) that a Holder of Receipts at the close of business on  
the specified record date will be entitled, subject to any applicable provisions
of Swedish law and of the Articles of Association of the Company (which         
provisions, if any, shall be summarized in pertinent part), to instruct the     
Depositary as to the exercise of the voting rights, if any, pertaining to the   
Shares or other Deposited Securities represented thereby. A precondition for    
exercising any such voting rights is that such Holder is registered in the      
register of stockholders of the Company not less than ten calendar days prior to
the date of the meeting and gives notice of his intention to attend the meeting,
in person or by proxy, not later than a date (being not earlier than five days  
before the meeting, not including Sundays and legal holidays in Sweden)         
specified in the notice convening the meeting. Pursuant to these requirements,  
Holders will be entitled to deposit their ADSs in a blocked account with the    
Depositary and to instruct the Depositary to request a Custodian to cause the   
equivalent underlying Shares to be registered in the Holder's name and to give  

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notice to the Company of the Holder's intention to attend the meeting and to    
vote the Shares at such a meeting in person or by proxy. Such notice shall also 
contain a statement that a Holder who deposits his ADSs in a blocked account    
with the Depositary and who instructs a Custodian to register in the Holder's   
name the equivalent underlying Shares for the purpose of voting such Shares at  
any meeting of holders of Shares may instruct the Depositary, immediately       
following any such meeting, to request such Custodian to reregister the Shares  
in the name in which such Shares were previously registered and to release to   
the Holder from the blocked account the ADSs representing such Shares.          

Neither the Depositary nor the Custodian shall under any
circumstances exercise any discretion as to voting, and neither the Depositary  
nor the Custodian shall vote, attempt to exercise the right to vote, or in any  
way make use of, for purposes of establishing a quorum or otherwise the Shares  
or other Deposited Securities represented by ADSs except pursuant to and in     
accordance with such written instructions from Holders. Shares or other         
Deposited Securities represented by ADSs for which no specific voting           
instructions are received by the Depositary from the Holder shall not be voted. 
There can be no assurance that Holders generally or any Holder in particular    
will receive the notice described above with sufficient time to enable the      
Holder to return voting instructions to the Depositary in a timely manner.      

       (17) Changes Affecting Deposited Securities. Upon any change in
nominal or par value, split-up, cancellation, consolidation or any other        
reclassification of Deposited Securities, or upon any recapitalization,         
reorganization, merger or consolidation or sale of assets affecting the Company 
or to which it is a party, any securities which shall be received by the        
Depositary or a Custodian in exchange for, or in conversion of or replacement or
otherwise in respect of, such Deposited Securities shall, to the extent         
permitted by law, be treated as new Deposited Securities under the Deposit      
Agreement, and the Receipts shall, subject to the provisions of the Deposit     
Agreement and applicable law, evidence ADSs representing the right to receive   
such additional securities. Alternatively, the Depositary may, with the         
Company's approval, and shall, if the Company shall so request, subject to the  
terms of the Deposit Agreement and receipt of satisfactory documentation        
contemplated by the Deposit Agreement, execute and deliver additional Receipts  
as in the case of a stock dividend on the Shares, or call for the surrender of  
outstanding Receipts to be exchanged for new Receipts, in either case, as well  
as in the event of newly deposited Shares, with necessary modifications to the  
form of Receipt, specifically describing such new Deposited Securities or       
corporate change. Notwithstanding the foregoing, in the event that any security 
so received may not be lawfully distributed to some or all Holders, the         
Depositary may, with the Company's approval, and shall if the Company requests, 
subject to receipt of satisfactory legal documentation contemplated in the      
Deposit Agreement, sell such securities at public or private sale, at such place
or places and upon such terms as it may deem proper and may allocate the net    
proceeds of such sales (net of fees and charges of, and expenses incurred by,   
the Depositary and taxes) for the account of the Holders otherwise entitled to  
such securities and distribute the net proceeds so allocated to the extent      
practicable as in the case of a distribution received in cash pursuant to the   
Deposit Agreement. The Depositary shall not be responsible for (i) any failure  
to determine that it may be lawful or feasible to make such securities available
to Holders in general or any Holder in particular, (ii) any foreign exchange    
exposure or loss incurred in connection with such sale, or (iii) any liability  
to the purchaser of such securities.                                            

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         (18) Exoneration. Neither the Depositary nor the Company shall be
obligated to do or perform any act which is inconsistent with the provisions of 
the Deposit Agreement or incur any liability (i) if the Depositary, the Company 
or their respective controlling persons or agents shall be prevented or         
forbidden from, or subjected to any civil or criminal penalty or restraint on   
account of, or delayed in, doing or performing any act or thing required by the 
terms of the Deposit Agreement and this Receipt, by reason of any provision of  
any present or future law or regulation of the United States, Sweden or any     
other country, or of any other governmental authority or regulatory authority or
stock exchange, or by reason of any provision, present or future of the Articles
of Association and By-laws of the Company or any provision of or governing any  
Deposited Securities, or by reason of any act of God or war or other            
circumstances beyond its control, (including, without limitation,               
nationalization, expropriation, currency restrictions, work stoppage, strikes,  
civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by
reason of any exercise of, or failure to exercise, any discretion provided for  
in this Deposit Agreement or in the Articles of Association and By-laws of the  
Company or provisions of or governing Deposited Securities, (iii) for any action
or inaction in reliance upon the advice of or information from legal counsel,   
accountants, any person presenting Shares for deposit, any Holder, any          
Beneficial Owner or authorized representative thereof, or any other person      
believed by it in good faith to be competent to give such advice or information,
(iv) for the inability of a Holder or Beneficial Owner to benefit from any      
distribution, offering, right or other benefit which is made available to       
holders of Deposited Securities but is not, under the terms of this Deposit     
Agreement, made available to Holders of ADSs or (v) for any consequential or    
punitive damages for any breach of the terms of the Deposit Agreement. The      
Depositary, its controlling persons, its agents, any Custodian and the Company, 
its controlling persons and its agents may rely and shall be protected in acting
upon any written notice, request or other document believed by it to be genuine 
and to have been signed or presented by the proper party or parties. No         
disclaimer of liability under the Securities Act is intended by any provision of
the Deposit Agreement.                                                          

   (19) Standard of Care. The Company and its agents assume no
obligation and shall not be subject to any liability under the Deposit Agreement
or this Receipt to Holders or Beneficial Owners or other persons, except that   
the Company and its agents agree to perform their obligations specifically set  
forth in the Deposit Agreement without negligence or bad faith. The Depositary  
and its agents assume no obligation and shall not be subject to any liability   
under the Deposit Agreement or this Receipt to Holders or Beneficial Owners or  
other persons, except that the Depositary and its agents agree to perform their 
obligations specifically set forth in the Deposit Agreement without negligence  
or bad faith. The Depositary and its agents shall not be liable for any failure 
to carry out any instructions to vote any of the Deposited Securities, or for   
the manner in which any vote is cast or the effect of any vote, provided that   
any such action or omission is in good faith and in accordance with the terms of
this Deposit Agreement. The Depositary shall not incur any liability for any    
failure to determine that any distribution or action may be lawful or reasonably
practicable, for the content of any information submitted to it by the Company  
for distribution to the Holders or for any inaccuracy of any translation        
thereof, for any investment risk associated with acquiring an interest in the   
Deposited Securities, for the validity or worth of the Deposited Securities or  
for any tax consequences that may result from the ownership of ADSs, Shares or  
Deposited Securities, for the credit-worthiness of any third party, for allowing
any rights to lapse upon the terms of this Deposit Agreement or for the failure 
or timeliness of any notice from the Company.                                   

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      (20) Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary under 
the Deposit Agreement by written notice of resignation delivered to the Company,
such resignation to be effective on the earlier of (i) the 60th day after       
delivery thereof to the Company, or (ii) upon the appointment of a successor    
depositary and its acceptance of such appointment as provided in the Deposit    
Agreement. The Depositary may at any time be removed by the Company by written  
notice of such removal, which notice shall be effective on the earlier of (i)   
the 60th day after delivery thereof to the Depositary, or (ii) upon the         
appointment of a successor depositary and its acceptance of such appointment as 
provided in the Deposit Agreement. In case at any time the Depositary acting    
hereunder shall resign or be removed, the Company shall use its best efforts to 
appoint a successor depositary which shall be a bank or trust company having an 
office in the Borough of Manhattan, the City of New York. Every successor       
depositary shall execute and deliver to its predecessor and to the Company an   
instrument in writing accepting its appointment, and thereupon such successor   
depositary, without any further act or deed, shall become fully vested with all 
the rights, powers, duties and obligations of its predecessor. The predecessor  
depositary, upon payment of all sums due it and on the written request of the   
Company, shall (i) execute and deliver an instrument transferring to such       
successor all rights and powers of such predecessor hereunder (other than as    
contemplated in the Deposit Agreement), (ii) duly assign, transfer and deliver  
all right, title and interest to the Deposited Securities to such successor, and
(iii) deliver to such successor a list of the Holders of all outstanding        
Receipts and such other information relating to Receipts and Holders thereof as 
the successor may reasonably request. Any such successor depositary shall       
promptly mail notice of its appointment to Holders. Any corporation into or with
which the Depositary may be merged or consolidated shall be the successor of the
Depositary without the execution or filing of any document or any further act.  

          (21) Amendment, Supplement. This Receipt and any provisions of the
Deposit Agreement may at any time and from time to time be amended or           
supplemented by written agreement between the Company and the Depositary in any 
respect which they may deem necessary or desirable without the prior written    
consent of the Holders or Beneficial Owners. Any amendment or supplement which  
shall impose or increase any fees or charges (other than the charges of the     
Depositary in connection with foreign exchange control regulations, and taxes   
and other governmental charges, delivery and other such expenses), or which     
shall otherwise prejudice any substantial existing right of Holders or          
Beneficial Owners, shall not, however, become effective as to outstanding       
Receipts until the expiration of 30 days after notice of such amendment or      
supplement shall have been given to the Holders of outstanding Receipts. The    
parties hereto agree that any amendments or supplements which (i) are reasonably
necessary (as agreed by the Company and the Depositary) in order for (a) the    
ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs or   
Shares to be traded solely in electronic book-entry form and (ii) do not in     
either such case impose or increase any fees or charges to be borne by Holders, 
shall be deemed not to prejudice any substantial rights of Holders or Beneficial
Owners. Every Holder and Beneficial Owner at the time any amendment or          
supplement so becomes effective shall be deemed, by continuing to hold such ADS,
to consent and agree to such amendment or supplement and to be bound by the     
Deposit Agreement as amended or supplemented thereby. In no event shall any     
amendment or supplement impair the right of the Holder to surrender Receipt and 
receive therefor the Deposited Securities represented hereby, except in order to
comply with mandatory provisions of applicable law. Notwithstanding the         
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which would require amendment or supplement of the Deposit Agreement to ensure  
compliance therewith, the Company and the Depositary may amend or supplement the
Deposit Agreement and Receipt at any time in accordance with such changed laws, 
rules or regulations. Such amendment or supplement to the Deposit Agreement in  
such circumstances may become effective before a notice of such amendment or    
supplement is given to Holders or within any other period of time as required   
for compliance with such laws, rules or regulations.                            

          (22) Termination. The Depositary shall, at any time at the written
direction of the Company, terminate the Deposit Agreement by mailing notice of  
such termination to the Holders of all Receipts then outstanding at least 30    
days prior to the date fixed in such notice for such termination. If 60 days    
shall have expired after (i) the Depositary shall have delivered to the Company 
a written notice of its election to resign, or (ii) the Company shall have      
delivered to the Depositary a written notice of the removal of the Depositary,  
and in either case a successor depositary shall not have been appointed and     
accepted its appointment as provided in the Deposit Agreement, the Depositary   
may terminate the Deposit Agreement by mailing notice of such termination to the
Holders of all Receipts then outstanding at least 30 days prior to the date     
fixed for such termination. On and after the date of termination of the Deposit 
Agreement, the Holder will, upon surrender of such Holders' ADSs at the         
Principal Office of the Depositary, upon the payment of the charges of the      
Depositary for the surrender of ADSs referred to in Article (2) hereof and in   
the Deposit Agreement and subject to the conditions and restrictions therein set
forth, and upon payment of any applicable taxes or governmental charges, be     
entitled to delivery, to him or upon his order, of the amount of Deposited      
Securities represented by this Receipt. If any Receipts shall remain outstanding
after the date of termination of the Deposit Agreement, the Registrar thereafter
shall discontinue the registration of transfers of Receipts, and the Depositary 
shall suspend the distribution of dividends to the Holders thereof, and shall   
not give any further notices or perform any further acts under the Deposit      
Agreement, except that the Depositary shall continue to collect dividends and   
other distributions pertaining to Deposited Securities, shall sell rights as    
provided in the Deposit Agreement, and shall continue to deliver Deposited      
Securities, subject to the conditions and restrictions set forth in the Deposit 
Agreement, together with any dividends or other distributions received with     
respect thereto and the net proceeds of the sale of any rights or other         
property, in exchange for Receipts surrendered to the Depositary (after         
deducting, or charging, as the case may be, in each case the charges of the     
Depositary for the surrender of a Receipt, any expenses for the account of the  
Holder in accordance with the terms and conditions of the Deposit Agreement and 
any applicable taxes or governmental charges or assessments). At any time after 
the expiration of six months from the date of termination of the Deposit        
Agreement, the Depositary may sell the Deposited Securities then held hereunder 
and may thereafter hold uninvested the net proceeds of any such sale, together  
with any other cash then held by it hereunder, in an unsegregated account,      
without liability for interest for the pro rata benefit of the Holders of       
Receipts whose Receipts have not theretofore been surrendered. After making such
sale, the Depositary shall be discharged from all obligations under the Deposit 
Agreement with respect to the Receipts and the Shares, Deposited Securities and 
ADSs, except to account for such net proceeds and other cash (after deducting,  
or charging, as the case may be, in each case the charges of the Depositary for 
the surrender of a Receipt, any expenses for the account of the Holder in       
accordance with the terms and conditions of the Deposit Agreement and any       
applicable taxes or governmental charges or assessments). Upon the termination  
of the Deposit Agreement, the Company shall be discharged from all obligations  
under the Deposit Agreement except as set forth in the Deposit Agreement.       

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      (23) Compliance with U.S. Securities Laws. Notwithstanding any
provisions in this Receipt or the Deposit Agreement to the contrary, the        
withdrawal or delivery of Deposited Securities will not be suspended by the     
Company or the Depositary except as would be permitted by Section I.A.(1) of the
General Instructions to the Form F-6 Registration Statement, as amended from    
time to time, under the Securities Act.                                         

          (24) Certain Rights of the Depositary; Limitations. Subject to the
further terms and provisions of this Article (24), the Depositary, its          
affiliates and their agents, on their own behalf, may own and deal in any class 
of securities of the Company and its affiliates and in Receipts. The Depositary 
may issue Receipts against evidence of rights to receive Shares from the        
Company, any agent of the Company or any custodian, registrar, transfer agent,  
clearing agency or other entity involved in ownership or transaction records in 
respect of the Shares. Such evidence of rights shall consist of written blanket 
or specific guarantees of ownership of Shares furnished on behalf of the holder 
thereof. In its capacity as Depositary, the Depositary shall not lend Shares or 
Receipts; provided, however, that the Depositary may (i) issue Receipts prior to
the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement and (ii) 
deliver Shares prior to the receipt and cancellation of Receipts pursuant to    
Section 2.5 of the Deposit Agreement, including Receipts which were issued under
(i) above but for which Shares may not have been received (each such transaction
a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of    
Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. 
Each such Pre-Release Transaction will be (a) subject to a written agreement    
whereby the person or entity (the "Applicant") to whom Receipts or Shares are to
be delivered (w) represents that at the time of the Pre-Release Transaction the 
Applicant or its customer owns the Shares or Receipts that are to be delivered  
by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the 
Depositary as owner of such Shares or Receipts in its records and to hold such  
Shares or Receipts in trust for the Depositary until such Shares or Receipts are
delivered to the Depositary or the Custodian, (y) unconditionally guarantees to 
deliver to the Depositary or the Custodian, as applicable, such Shares or       
Receipts and (z) agrees to any additional restrictions or requirements that the 
Depositary deems appropriate, (b) at all times fully collateralized with cash,  
U.S. government securities or such other collateral as the Depositary deems     
appropriate, (c) terminable by the Depositary on not more than five (5) business
days' notice and (d) subject to such further indemnities and credit regulations 
as the Depositary deems appropriate. The Depositary will normally limit the     
number of Receipts and Shares involved in such Pre-Release Transactions at any  
one time to thirty percent (30%) of the Receipts outstanding (without giving    
effect to Receipts outstanding under (i) above), provided, however, that the    
Depositary reserves the right to change or disregard such limit from time to    
time as it deems appropriate. The Depositary may also set limits with respect to
the number of Receipts and Shares involved in Pre-Release Transactions with any 
one person on a case by case basis as it deems appropriate. The Depositary may  
retain for its own account any compensation received by it in conjunction with  
the foregoing. Collateral provided pursuant to (b) above, but not earnings      
thereon, shall be held for the benefit of the Holders (other than the           
Applicant).                                                                     

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 (ASSIGNMENT AND TRANSFER SIGNATURE LINES)

            FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s)
and transfer(s) unto _____________________ whose taxpayer identification number 
is ________________________ and whose address including postal zip code is      
__________________, the within Receipt and all rights thereunder, hereby        
irrevocably constituting and appointing ____________________ attorney- in-fact  
to transfer said Receipt on the books of the Depositary with full power of      
substitution in the premises.                                                   

Dated:                              Name: ______________________________________
       By:
          Title:

                                   NOTICE: The signature of the Holder to this
                                   assignment must correspond with the name as
                           written upon the face of the within
                               instrument in every particular, without
                               alteration or enlargement or any change
   whatsoever.

SIGNATURE GUARANTEED                                                            
______________________________                                                  

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NOTICE OF CHANGE OF PAR VALUE OF AKTIEBOLAGET SKF SHARES
 REPRESENTED BY AMERICAN DEPOSITARY SHARES

TO ALL HOLDERS AND BENEFICIAL OWNERS FROM TIME TO TIME                          
OF AMERICAN DEPOSITARY SHARES ("ADSs")                                          
OF AKTIEBOLAGET SKF.                                                            

--------------------------------------------------------------------------------
COMPANY:                  AKTIEBOLAGET SKF., a corporation organized and        
                     existing under the laws of the Kingdom of Sweden.
--------------------------------------------------------------------------------
DEPOSITARY:               CITIBANK, N.A.                                        
--------------------------------------------------------------------------------
DEPOSITED SECURITIES:     Non-Restricted B Shares of the Company (the "Shares").
--------------------------------------------------------------------------------
DEPOSIT AGREEMENT:        Amended and Restated Deposit Agreement, dated as of   
                          December 7, 1999, and as amended by Amendment No. 1 to
                       Amended and Restated Deposit Agreement, dated as of
                        June 7, 2007 (the "Deposit Agreement"), by and among
                   the Company, the Depositary and all Holders and
                         Beneficial Owners from time to time of ADSs evidenced
                        by American Depositary Receipts ("ADRs") outstanding
                  under the Deposit Agreement.  Unless otherwise
                         defined, all capitalized terms used herein shall have
                  the meaning given to such terms in the Deposit
Agreement.                  
--------------------------------------------------------------------------------
ADS CUSIP NO:             784375404.                                            
--------------------------------------------------------------------------------

As a holder of ADSs of the Company, you are hereby notified by the  
Depositary that the Company has changed the par value of its Shares.            

      Please note that ADRs issued prior or subsequent to the date hereof, which
do not reflect the changes to the form of ADR effected hereby, do not need to be
exchanged for new ADRs and may remain outstanding until such time the Holder    
thereof chooses to surrender them for any reason under the Deposit Agreement.   

   If you have any questions regarding the above, please contact Citibank,
N.A. at 1-877-248-4237.                                                         

                                   CITIBANK, N.A.,
                                 as Depositary

April 25, 2008                                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
Filed on:		4/25/08		19
		6/7/07		1		19			6-K,  F-6 POS
		12/7/99		1		19
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