Annual General Meeting in Alfa Laval AB (publ)


The shareholders in Alfa Laval AB (publ) are hereby given notice to attend the
Annual General Meeting held on Monday 25 April 2016 at 4.00 p.m. CET at
Sparbanken Skåne Arena, Klostergårdens idrottsområde, Stattenavägen, Lund,
Sweden. Registration for the meeting begins at 3.30 p.m. CET. After the meeting,
refreshments will be served.
Program for shareholders

In connection with the meeting, there will be an opportunity to view the
production of plate heat exchangers at the facility in Lund. The tour begins
with a gathering at Sparbanken Skåne Arena, not later than 1.30 p.m. Buses will
then transport the visitors to the production facility and afterwards back to
the premises at which the meeting will be held. The number of visitors on the
tour is limited, and a notification of participation in the tour shall be made
in connection with the notification of participation in the Annual General
Meeting.

1.30 p.m.         The buses depart from Sparbanken Skåne Arena to the Alfa Laval
production facility in Lund

3.00 p.m.         Coffee is served adjacent to the premises at which the meeting
is held

3.30 p.m.         Registration for the Annual General Meeting begins

4.00 p.m.         The Annual General Meeting is opened

Right to participate

A shareholder who wishes to participate in the meeting and have the right to
vote shall

  · be registered in the share register maintained by Euroclear Sweden AB
on Tuesday 19 April 2016, and
  · notify its participation to Alfa Laval AB – together with any advisors
(though not more than two) – not later than on Tuesday 19 April 2016, preferably
before 12.00 noon.

In addition, a shareholder whose shares are nominee-registered must temporarily
have its shares registered in its own name in the share register maintained by
Euroclear Sweden AB in order to be entitled to participate in the meeting. Such
temporary ownership registration shall be executed by Tuesday 19 April 2016.
This means that the shareholder must notify the nominee in ample time prior to
that date.

Notification

Notification to participate in the meeting can be made

  · by mail: Alfa Laval AB, Juridik, P.O. Box 73, SE-221 00 LUND, Sweden,
  · by e-mail: arsstamma.lund@alfalaval.com,
  · on the website: www.alfalaval.com/investors, or
  · by telephone +46 46 36 74 00 or +46 46 36 65 00.

The notification shall include name, personal or corporate ID number, address
and telephone number as well as information of any advisors (though not more
than two). The notification shall also include any wish to participate in the
tour of the production facility. A proxy for a shareholder shall, at the Annual
General Meeting at the latest, present the original copy of a dated proxy form
in writing. The proxy form may at the time of the meeting not be older than one
year, if not the limitation stated in the proxy is longer (not more than five
years). A proxy form can be obtained from Alfa Laval AB, Juridik, P.O. Box 73,
SE-221 00 Lund, Sweden and is also available at the Company’s website,
www.alfalaval.com/investors/corporate-governance/annual-general-meetings. In
addition, a proxy or a representative of a legal entity shall submit a
certificate of registration no later than at the Annual General Meeting. To
facilitate the registration, the proxy form and, if applicable, the certificate
of registration shall be sent (although not electronically) to Alfa Laval AB in
connection with the notification. Alfa Laval AB will, on 20 April 2016 at the
earliest, dispatch an entrance card to be produced at the registration as a
confirmation of the notification.

 Proposed agenda

1.  Opening of the meeting.

2.  Election of a Chairman for the meeting.

3.  Preparation and approval of the voting register.

4.  Approval of the agenda for the meeting.

5.  Election of one or two persons to attest the minutes.

6.  Determination whether the meeting has been duly convened.

7.  Statement by the Managing Director.

8.  Report on the work of the Board of Directors and the Committees of the Board
of Directors.

9.  Presentation of the annual report and the Auditor’s report, as well as the
consolidated annual report and the Auditor’s report for the group, and the
Auditor’s report regarding compliance with the guidelines for compensation to
senior management adopted at the 2015 Annual General Meeting.

10. Resolution on

(a)      the adoption of the income statement and the balance sheet as well as
the consolidated income statement and the consolidated balance sheet;

(b)      allocation of the Company’s profit according to the adopted balance
sheet, and record date for distribution of profits; and

(c)      discharge from liability for members of the Board of Directors and the
Managing Director.

11. Report on the work of the Nomination Committee.

12. Determination of the number of members of the Board of Directors and deputy
members of the Board of Directors to be elected by the meeting as well as the
number of Auditors and deputy Auditors.

13. Determination of the compensation to the Board of Directors and the
Auditors.

14. Election of Chairman of the Board of Directors, other members of the Board
of Directors and deputy members of the Board of Directors, Auditors and deputy
Auditors.

15. Resolution on guidelines for compensation to senior management.

16. Resolution on the Nomination Committee.

17. Closing of the meeting.

Proposed resolutions

Item 2

The Nomination Committee proposes that the Chairman of the Board of Directors,
Anders Narvinger, is appointed Chairman of the 2016 Annual General Meeting.

Item 10 (b)

The Board of Directors proposes a distribution of profits in an amount of SEK
4.25 per share for 2015. Wednesday 27 April 2016 is proposed as record date for
the right to receive dividend. If the meeting resolves in accordance with this
proposal, Euroclear Sweden AB is expected to pay the dividend on Monday 2 May
2016.

Item 12 -14

The Nomination Committee proposes as follows:

Item 12:          The number of members of the Board of Directors to be elected
by the meeting is proposed to be eight with no deputies. Both the number of
Auditors and the number of deputy Auditors are proposed to be two.

Item 13:          The compensation to the Board of Directors is proposed to be a
total of SEK 5,105,000 (SEK 4,850,000) to be distributed among the members of
the Board of Directors who are elected by the meeting and not employed by the
Company as follows:

                                              SEK 1,500,000
  · Chairman of the Board of Directors        (SEK 1,350,000)
                                              SEK 515,000
  · Other members of the Board of Directors   (SEK 500,000)

In addition to the proposed compensations to the members of the Board of
Directors who are elected by the Annual General Meeting and which are not
employed by the Company, it is also proposed that the compensations mentioned
below shall be distributed to the members who are Chairman or member of the
Committees mentioned below. The proposed compensations are as follows:

Extra amount for the Chairman of  SEK 150,000
the Audit Committee               (SEK 150,000)
Extra amount for the other        SEK 100,000
members of the Audit   Committee  (SEK 100,000)
Extra amount for the Chairman of  SEK 50,000
the Remuneration Committee        (SEK 50,000)
Extra amount for the other        SEK 50,000
members of the Remuneration       (SEK 50,000)
Committee

Bracketed figures refer to compensation for 2015.

The Nomination Committee proposes, provided that it is cost-neutral for Alfa
Laval AB and after a written agreement between Alfa Laval AB and a (Swedish)
limited liability company which is wholly-owned by a member of the Board of
Directors, that Alfa Laval AB may approve that the board fee is invoiced by the
company wholly-owned by the member of the Board of Directors. In such case, the
invoiced fee shall be increased with an amount corresponding to social security
payments pursuant to law and value added tax pursuant to law.

Compensation to the Auditors is proposed to be paid as per approved invoice.

Item 14:   Members of the Board of Directors Gunilla Berg, Arne Frank, Ulla
Litzén, Anders Narvinger, Finn Rausing, Jörn Rausing, Ulf Wiinberg and Margareth
Øvrum are proposed to be re-elected for the time up to the end of the 2017
Annual General Meeting. Lars Renström, Alfa Laval’s retiring CEO, has declared
that he declines re-election.

The Nomination Committee proposes that Anders Narvinger shall be appointed
Chairman of the Board of Directors. Should Anders Narvinger’s assignment as
Chairman of the Board of Directors end prematurely, the Board of Directors shall
appoint a new Chairman.

Information on all members proposed to the Board of Directors and the Nomination
Committee’s reasoned statement is available at Alfa Laval AB’s website,
www.alfalaval.com and will also be available at the meeting.

The Nomination Committee proposes that the authorised public accountant Håkan
Olsson Reising is re-elected and that the authorised public accountant Joakim
Thilstedt is newly elected as the Company’s Auditors for the forthcoming year,
thus for the time up to the end of the 2017 Annual General Meeting. The
Nomination Committee also proposes that the authorised public accountants David
Olow and Duane Swanson are re-elected as the Company’s deputy Auditors for the
forthcoming year, thus for the time up to the end of the 2017 Annual General
Meeting.

Item 15

The Board of Directors proposes that the meeting adopts a resolution on the
following guidelines for compensation to senior management:

1.    Scope

The term senior management refers to the Managing Director and the group
management. These guidelines apply to employment contracts for members of the
senior management entered into following the adoption of these guidelines by the
meeting, and to amendments to existing employment contracts for senior
management made thereafter. The Board of Directors has the right to deviate from
the guidelines if there are special circumstances for such deviation in an
individual case. Special circumstances may, e.g., be that it must be possible to
offer to members of the senior management who reside outside Sweden terms which
are competitive in their country of residence.

2.    The main principle and how compensation matters are prepared

The main principle for the guidelines is that Alfa Laval AB shall offer
compensation on market terms so that the Company can attract and retain a
competent senior management. The Board of Directors has established a Committee
within the Board, with the tasks of preparing the guidelines for compensation
for the senior management, which shall be resolved upon by the Annual General
Meeting, as well as to propose to the Board of Directors remuneration and
employment provisions for the Managing Director. The Board of Directors shall
resolve on matters regarding remuneration and employment provisions for the
Managing Director following preparation by the Remuneration Committee. The
Committee shall resolve on matters regarding remuneration and employment
provisions for senior management which reports directly to the Managing
Director. The Committee shall continuously report to the Board of Directors.

3.    Fixed compensation

The fixed salaries shall be revised annually and shall be based upon the
competence and areas of responsibility of each individual.

4.    Variable compensation

The variable compensation comprises (i) an individual annual variable
compensation, and may also, as a supplement, include (ii) a long-term incentive
program.

(i)     The individual annual variable compensation may be between 30 and 60
percent of the fixed compensation, depending on position. The outcome depends on
the degree of fulfilment of, in particular, financial targets, and to a more
limited extent also on qualitative targets.

(ii)   The long-term incentive program directed to not more than 85 of the
Company’s top executives, including the senior management, is intended to be a
supplement to the individual annual variable compensation. It is the Board of
Directors’ proposal to implement a long-term incentive program also in 2016, on
terms similar to those of the current programs. The long-term incentive program
for 2016 is, just as the long-term incentive programs for 2013, 2014 and 2015, a
cash-based program connected to the Company’s earnings per share, taking
possible acquisitions of the Company's own shares into account. The long-term
incentive program for 2016 will run for three years. The proposed program may
generate up to a maximum of 75 percent in total of the participants’ individual
annual variable compensation over a period of three years. Payment to the
participants of the program will be made after three years, provided, however,
that they are still employees at that time.

The Board of Directors may consider to propose the General Meeting a share or
share price-related program for the senior management.

5.    Pension benefits

A detailed description of current pension schemes for the senior management is
available in note 6 of the Annual Report for 2015.

Early retirement is offered selectively and only after a special decision by the
Remuneration Committee. As from 2006, a premium based early retirement scheme
with a premium of 15 percent of the pensionable income is offered.

For old‑age pension, in addition to the ITP benefits, a premium based scheme,
with a premium of 30 percent of the pensionable income above 30 basic amounts is
being offered since 2006. Members of the senior management also have a special
family pension which fills the gap between the old-age pension and the family
pension according to the ITP plan. In addition, they have the opportunity to
allocate salary and bonus to a temporary old-age and family pension.

6.    Non-monetary benefits

Members of the senior management have the right to normal non-monetary benefits,
such as company car and healthcare benefits. In certain cases, Alfa Laval AB can
also arrange for a residence supplied by the Company.

7.    Dismissal and severance pay

Should Alfa Laval AB dismiss a member of the senior management, the compensation
during the notice period and the severance pay may be an amount corresponding to
a maximum of two yearly salaries.

Item 16

The current Nomination Committee consists of Finn Rausing (Tetra Laval), Claes
Dahlbäck (Foundation Asset Management), Lars-Åke Bokenberger (AMF-Pension), Jan
Andersson (Swedbank Robur fonder) and Ramsay Brufer (Alecta) as well as the
Chairman of the Board of Directors, Anders Narvinger. Finn Rausing is Chairman
of the Nomination Committee.

The Nomination Committee proposes that the Annual General Meeting 2016 resolves
to adopt the following principles for appointment of Nomination Committee and
the assignment of the Nomination Committee and that the principles shall be
applicable until the General Meeting resolves otherwise:

The Chairman of the Board of Directors shall be assigned, in consultation with
the company’s major shareholders, to appoint a Nomination Committee ahead of the
forthcoming Annual General Meeting.

The Nomination Committee shall comprise of the Chairman of the Board of
Directors and a minimum of five committee members. The committee members shall
consist of the largest shareholders, or group of shareholders that have been
grouped together in the Euroclear system (such group shall be viewed as one
shareholder) based on Euroclear Sweden AB’s shareholder information at 30
September the year prior to the Annual General Meeting.

If a shareholder waives the right to appoint a representative, the shareholder
who is the next largest owner shall be offered the opportunity to appoint a
representative. The majority of the members of the Nomination Committee shall be
independent from the company and company management. The Nomination Committee’s
mandate period extends until a new Nomination Committee has been appointed. If
an already appointed member resigns from the Nomination Committee, the
shareholder that has appointed the member shall have the right to appoint a new
member as replacement. If the major shareholder whom an appointed member
represents significantly reduces its shareholding in the company, the Nomination
Committee may offer another shareholder to appoint a member as replacement.

The duties of the Nomination Committee include:

  · to evaluate the composition and work of the Board of Directors,
  · to prepare a proposal to the Annual General Meeting regarding election of
the Board of Directors and the Chairman of the Board of Directors,
  · to prepare a proposal, in cooperation with the company’s Audit Committee, to
the Annual General Meeting regarding election of auditor,
  · to prepare a proposal to the Annual General Meeting regarding fees to the
Board of Directors, divided between the Chairman and other Board members as well
as possible remuneration for committee work, and auditor,
  · to prepare a proposal to the Annual General Meeting regarding a Chairman for
the Meeting, and
  · to prepare a proposal on principles for appointment of the next Nomination
Committee, to the extent applicable.

The composition of the Nomination Committee shall be announced in the company’s
financial report for the third quarter and published on the company’s website no
later than six months prior to the Annual General Meeting. The Nomination
Committee is entitled to receive reasonable remuneration from the company for
expenditure incurred with regard to evaluation and recruitment. Members of the
Nomination Committee shall not receive any remuneration from the company.

Available documents

The annual report, the Auditors’ report, the Board of Directors’ reasoned
statement regarding the proposed distribution of profits under item 10 (b), the
Auditors’ report regarding compliance with the guidelines for compensation to
senior management adopted at the Annual General Meeting held in 2015 and
complete proposals for all other resolutions as set out above will be held
available for the shareholders at Alfa Laval AB on 4 April 2016 at the latest.
Copies of the documents will be sent to shareholders who so request and state
their postal address. The documents will also be held available on the Company’s
website, www.alfalaval.com/investors/corporate-governance/annual-general
-meetings no later than on the above-mentioned date. The proposals from the
Nomination Committee and their reasoned statement will also be held available on
the same web address.

Number of shares and votes in the Company

At the date of this notice, the total number of shares and votes in the Company
is 419,456,315. All shares are of the same class. The Company itself holds no
shares in the Company.

Information at the Annual General Meeting

The Board of Directors and the Managing Director shall, if any shareholder so
requests, and if the Board of Directors considers that this can be done without
significant harm for the Company, give information on circumstances that can
affect the assessment of an item on the agenda, circumstances that can affect
the assessment of the financial situation of the Company or its subsidiaries and
the Company’s relationship with another group company.

__________________________

Lund, March 2016

ALFA LAVAL AB (publ)

The Board of Directors

Attachments

03177177.pdf