EXHIBIT
      1






**ARTICLES
      OF ASSOCIATION**





**§
      1**


The
      name
      of the Company is **Aktiebolaget
      Volvo** .
      The
      company is a public company (publ).





**§
      2**


The
      Company shall - directly or through subsidiaries - mainly carry on business
      within the areas of transport, foodstuffs, energy and finance (with the
      exception, however, of activities provided for the Swedish Banking Business
      Act
      and the Swedish Credit Market Companies Act), manage real estate and moveable
      property and carry on other activities compatible therewith.





**§
      3**


The
      Board
      of the Company shall have its registered office in Gothenburg.




**§
      4**


The
      Company's share capital shall comprise a minimum of one thousand eight hundred
      million (1,800,000,000) kronor and a maximum of seven thousand two hundred
      million (7,200,000,000) kronor.




The
      number
      of shares shall be a minimum of 1,000,000,000 and a maximum of
      4,000,000,000.




Two
      classes of shares may be issued, series A and series B. If shares in both the
      A
      and B series are issued, each series may be issued to an amount equivalent
      to a
      maximum of ninety-nine hundredths of the total share capital.




In
      a vote
      at a General Meeting, series A shares carry one vote and series B shares
      one-tenth of a vote. Series A shares and series B shares carry equal rights
      to
      share in the assets and earnings of the Company.




Should
      the
      Company decide to issue new series A and series B shares by way of a cash issue
      or offset issue, the holders of series A and series B shares shall have a
      preferential right to subscribe for new shares of the same series in proportion
      to their existing shareholding


(primary
      preferential right). Shares not subscribed for by virtue of a primary
      preferential right shall be offered for subscription to all shareholders
      (subsidiary preferential right). If shares thus offered are insufficient for
      subscription by virtue of a subsidiary preferential


right,
      the
      shares shall be distributed among those wishing to subscribe in proportion
      to
      their previous shareholding or, to the extent this is not possible, through
      the
      drawing of lots.




Should
      the
      Company decide to issue new shares of only series A or series B through a cash
      issue or offset issue, all shareholders, regardless of whether they hold series
      A shares or series B shares, shall have the preferential right to subscribe
      for
      new shares in proportio


to
      their
      previous shareholding.




Should
      the
      Company decide to issue subscription options or convertibles through a cash
      issue or offset issue, the shareholders shall have a preferential right to
      subscribe for subscription options in the same way as if the issue applied
      to
      the shares that could be newly


subscribed
      for as a result of the option right or the preferential right to subscribe
      for
      convertibles in the same way as if the issue applied to the shares for which
      the
      convertibles could be exchanged.




The
      above
      shall not constitute any restriction on the possibility to decide on a cash
      issue or offset issue, deviating from the preferential rights of the
      shareholders.




If
      the
      share capital is increased through a bonus issue, new shares in each series
      shall be issued in proportion to the existing number of shares in each series.
      Old shares in a specific series shall thus carry entitlement to new shares
      in
      the same series. The aforesaid shall


not
      constitute any restriction on the possibility to issue new shares of a new
      series through a bonus issue, following the requisite amendment to the Articles
      of Association.




88


**§
      5**


Apart
      from
      specially appointed members and deputies, the Company's Board of Directors
      shall
      comprise a minimum of six and a maximum of twelve members with a maximum of
      an
      equal number of deputies.




**§
      6**


The
      Company shall appoint a minimum of two and a maximum of three auditors and
      a
      minimum of two and a maximum of three deputy auditors or a registered firm
      of
      auditors.




The
      Board
      of Directors is entitled to appoint one or more special auditors or a registered
      firm of auditors to examine reports or plans prepared by the Board in accordance
      with the Companies Act in conjunction with a new issue of shares, subscription
      options or convertibles, which contains stipulations regarding contribution
      in
      kind or that subscription shall take place by virtue of a right of set-off
      or
      under other terms and conditions, a transfer of the Company's own shares in
      return for non-cash consideration, a reduction in the share capital or the
      statutory reserve, a merger or a division of a limited company.


**§7**
 Notice
        to
        attend a
        General
        Meeting shall be issued in the form of announcements in *Post-
        och Inrikes Tidningar* and *Dagens
        Nyheter* .
        In
        addition, announcements shall be made in a daily newspaper in Gothenburg
        and a
        daily newspaper in Malmö.
  **§
        8**
 A
        General
        Meeting shall be held at one of the following locations, following a decision
        by
        the Board, i.e. Gothenburg, Malmö or Stockholm.
 
 Shareholders
        wishing to attend a General Meeting shall notify the Company no later than
        12
        noon on the day stated in the notice of the Meeting. This day may not be
        a
        Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New
        Year's Eve and shall not fall earlier than the fifth weekday prior to the
        Meeting.
 
 A
        shareholder may be accompanied by one or two assistants when attending a
        General
        Meeting, but only if the shareholder’s notification pursuant to the previous
        paragraph includes information to that effect.
 
 Since
        the
        Company is registered with the Swedish Securities Register Centre, the right
        to
        attend a General Meeting accrues to those entered as shareholders in the
        printed
        shareholders' register or the shareholders' register in another form pursuant
        to
        Section 7, sub-section 28, paragraph 3 of the Companies Act and refers to
        the
        situation five weekdays prior to the General Meeting.
 
 **§
        9**
 The
        Company's financial year shall cover the period January 1 up to and including
        December 31.
 
 The
        following matters shall be dealt with at the Annual Meeting:
  1.  Election
        of Chairman of the Meeting.
  2.  Verification
        of the voting list.
  3.  Approval
        of the agenda.
  4.  Election
        of minutes-checkers.
  5.
        Determination of whether the Meeting has been duly convened.
  6.
        Presentation of the Annual Report and the Auditors' Report as well as the
        Consolidated Accounts and the Auditors' Report on the Consolidated
        Accounts.
  7.
        Adoption of the Income Statement and Balance Sheet and the Consolidated Income
        Statement and Consolidated Balance Sheet.
  89
  8.
        Appropriation of the Company's profit or loss according to the adopted Balance
        Sheet.
  9.
        The
        discharge of the members of the Board and of the President from
        liability.
  10.
        Determination of the number of members and deputy members of the Board of
        Directors to be elected by the Meeting.
  11.
        Determination of the remuneration to be paid to the Board of Directors and,
        where applicable, the auditors.
  12.
        Election of the Board of Directors and, where applicable, auditors and deputy
        auditors.
  13.
        Other
        matters that have been duly referred to the General Meeting.
  **§
        10**
 A
        party
        that is not a shareholder in the Company shall, subject to terms and conditions
        decided by the Board, be entitled to attend or in another manner follow the
        proceedings at a General Meeting.
 **§
          11**
 The
          Company's shares shall be registered in a Central Securities Depository
          Register
          pursuant to the Financial Instruments Accounts Act (1998:1479).
 
 
 
 
 2007-04-04
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