Annual General Meeting in Alfa Laval AB (publ)

The shareholders in Alfa Laval AB (publ) (Reg No 556587-8054 registered office: Lund) are given notice to attend the Annual General Meeting held on Thursday 23 April 2020 at 400 pm CET at Scandic Star Lund Gastelyckan Glimmervägen 5 Lund Sweden Registration for the general meeting begins at 315 pm CET

Special arrangements due to the risk of spreading the COVID-19 infection

At the date of this notice the Public Health Organization of Sweden considers the risk of the COVID-19 infection being spread as very high To reduce the general risk of spreading the infection the authority's recommendations are to avoid large gatherings and crowded places If it is not possible to avoid gatherings the time spent in a gathering should be minimized

A priority for Alfa Laval is to protect the company's shareholders and their opportunity to exercise their rights as shareholders at the Annual General Meeting As a result of this Alfa Laval has decided to implement special precautionary and risk-minimization measures at the Annual General Meeting on 23 April 2020 The following changes will be made to the arrangement compared to Alfa Laval's previous general meetings

• No food and beverages will be served in connection with the general meeting This means that there will be no coffee before the general meeting and no food after the general meeting
• The time for registration will be changed from 330 pm to 315 pm Please note that queue formation and congestion at the registration will increase if everyone arrives just before the opening of the general meeting
• The usual tour of the production facility is cancelled
• The company's CEO presentation will be recorded in advance and published on the company's website https://wwwalfalavalcom/ in connection with the opening of the general meeting Only a short presentation will be given by the CEO at the general meeting Any shareholder with questions to the CEO will have the opportunity to submit such questions in advance The questions will be answered in connection with the pre-recorded CEO presentation or in writing on the company's website Further information will be published on the website well in advance of the Annual General Meeting
• The number of people attending who are not shareholders will be reduced
• The duration of the general meeting will be minimized without infringing the rights of the shareholders

Shareholders displaying any symptoms of illness who have recently travelled to or from a risk area or who are considered to be part of a risk group are requested to refrain from attending the general meeting and to vote via proxy Proxy forms are available on the company's website Please note that Alfa Laval is not permitted to gather powers of attorney and act as proxy

The Annual General Meeting will be held on April 23 2020 at Scandic Star Lund In the event that another venue for the general meeting would be more suitable from a risk minimizing perspective the venue might be changed closer to the date of the general meeting Information about a potential change of venue will be published at Alfa Laval's website

The extent of the continued spread of the COVID-19 infection remains difficult to estimate and Alfa Laval monitors the development carefully In the event that further changes concerning the Annual General Meeting are needed information will be published on Alfa Laval's website wwwalfalavalcom/

Program for shareholders

315 pm       Registration for the Annual General Meeting begins

400 pm       The Annual General Meeting is opened

Right to participate

Shareholders who wish to participate in the general meeting and have the right to vote shall

• be registered in the share register maintained by Euroclear Sweden AB on Friday 17 April 2020 and
• notify participation to Alfa Laval AB - together with any advisors (at the most two) - no later than on Friday 17 April 2020 preferably before 1200 noon

In addition a shareholder with nominee-registered shares must have the shares registered in its own name in the share register maintained by Euroclear Sweden AB Such ownership registration which may be temporary must be completed by Friday 17 April 2020 This means that the shareholder must notify the nominee in ample time prior to this date

Notification

Notification to participate in the general meeting must be done in one of the following ways:

• by e-mail to [email protected]
• on the company's website wwwalfalavalcom/investors/corporate-governance/
• by telephone to number +46 46 36 74 00 or +46 46 36 65 00 weekdays between 800 am and 400 pm or
• by mail to the address Alfa Laval AB Juridik PO Box 73 SE-221 00 Lund Sweden

The notification shall include name personal or corporate registration number address and telephone number as well as information of any advisors (at the most two) A proxy for a shareholder shall at the 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 general meeting not be older than one year if not the limitation stated in the proxy is longer (however not more than five years) A proxy form is available at the company's website wwwalfalavalcom/investors/

corporate-governance/ but can also be obtained from Alfa Laval AB Juridik PO Box 73 SE-221 00 Lund Sweden In addition a proxy or a representative of a legal entity shall submit a certificate of registration no later than at the general meeting To facilitate the registration the proxy form and the certificate of registration shall be sent (although not electronically) to Alfa Laval AB in connection with the notification As confirmation of the notification Alfa Laval AB will on Monday 20 April 2020 at the earliest dispatch an entrance card to be presented at the registration

Proposed agenda

1      Opening of the Annual General Meeting

2      Election of Chairman for the general meeting

3      Preparation and approval of the voting register

4      Approval of the agenda for the general meeting

5      Election of one or two persons to attest the minutes

6      Determination whether the general meeting has been duly convened

7      Statement by the CEO

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 executive officers adopted at the 2019 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 CEO

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 general 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 as well as Auditors and deputy Auditors

15  Resolution on Executive remuneration policy for compensation to executive officers

16  Resolution to amend the Articles of Association

17  Closing of the Annual General Meeting

Proposed resolutions

Item 2

The Nomination Committee proposes that the Chairman of the Board of Directors Anders Narvinger is appointed Chairman of the 2020 Annual General Meeting

Item 10 (b)

The Board of Directors proposes a distribution of profits in an amount of SEK 550 per share for 2019 Monday 27 April 2020 is proposed as record date for the right to receive dividend If the general meeting resolves in accordance with this proposal Euroclear Sweden AB is expected to pay the dividend on Thursday 30 April 2020

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 general 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 SEK 6 155 000 (SEK 5 845 000) The compensation is to be distributed among the members of the Board who are elected by the general meeting and not employed by the company as follows:

In addition to the proposed compensations to members of the Board of Directors it is also proposed that the compensations mentioned below shall be distributed to the members of the Board who also are Chairman or member of the Committees as mentioned below The proposed compensations are as follows:

                        Bracketed figures refer to compensation for 2019

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

Item 14:          Members of the Board of Directors Finn Rausing Jörn Rausing Ulf Wiinberg Henrik Lange Heléne Mellquist and Maria Moræus Hanssen are proposed to be re-elected for the time up to the end of the 2021 Annual General Meeting Dennis Jönsson and Ray Mauritsson are proposed to be elected as new members of the Board of Directors Anders Narvinger and Anna Ohlsson-Leijon have declined re-election

Dennis Jönsson worked during the years 1982 to 2019 at Tetra Pak where he held various senior positions in several different countries In the years 2006 to 2019 he held the position as President and CEO He left the position and Tetra Pak in the end of April 2019

Ray Mauritsson is since 2003 President and CEO at Axis AB Ray Mauritsson has long experience within Axis where he has held several senior positions since 1995 Ray Mauritsson is currently board member in HMS Networks

                        The Nomination Committee proposes that Dennis Jönsson shall be appointed as new Chairman of the Board of Directors Should Dennis Jönsson'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 wwwalfalavalcom/investors/corporate-governance/ and will also be available at the general meeting

                        The Nomination Committee proposes in accordance with the Remuneration Committee's recommendation that the authorized public accountants Staffan Landén and Karoline Tedevall are re-elected as the company's Auditors for the forthcoming year thus for the time up to the end of the 2021 Annual General Meeting The Nomination Committee further proposes that the authorized public accountant Henrik Jonzén is re-elected and that the authorized public accountant Andreas Mast is elected as the company's deputy Auditors for the forthcoming year thus for the time up to the end of the 2021 Annual General Meeting Nina Bergman has declined re-election

Item 15

The Board of Directors hereby proposes that the general meeting decides to adopt the following remuneration policy for executive officers

Executive Remuneration Policy 

The executive officers ie the CEO and other members of Group Management reporting to the CEO fall within the provisions of this policy The policy is forward-looking ie applicable to remuneration agreed and amendments to remuneration already agreed after adoption of the policy by the annual general meeting in April 2020 This policy does not apply to any remuneration decided or approved by the general meeting The policy is substantially in line with the policy adopted in 2019 but more detailed due to new legislation

A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests including its sustainability is that the company is able to recruit and retain qualified personnel consequently it is necessary that the company offers market competitive remuneration For information regarding Alfa Laval's business strategy please visit https://wwwalfalavalcom/investors/in-brief/#xaa

This policy enables the company to offer the executive officers a competitive total remuneration The remuneration shall be on market terms and may consist of the following components: fixed base salary variable cash remuneration (including STI and LTIP) pension benefits and other benefits The components their purpose and link to the company's business strategy are described below

The decision-making process to determine review and implement the policy

The Board of Directors has established a Committee within the Board (the Remuneration Committee) with the tasks of preparing within the Board of Directors the policy for remuneration for executive officers The Board of Directors shall propose a revised policy at least every fourth year and submit it to the general meeting The policy shall be in force until a new policy is adopted by the general meeting

Unless otherwise stated herein the Board of Directors shall resolve on matters regarding remuneration and employment provisions for all other executive officers The Committee shall continuously report to the Board of Directors The CEO and the other executive officers shall not be present when their respective remuneration terms are decided

Additionally the general meeting may - irrespective of this policy- resolve on among other things share-related or share price-related remuneration

Fixed Base Salary

Variable Cash Remuneration

A portion of the total remuneration for the executive officers is linked to business performance so that total remuneration will increase or decrease in line with performance thus promoting the company's business strategy and long-term interests

Annual Short Term Incentive (STI)

Long Term Incentive Plan (LTIP)

For retention or recruitment purposes or extraordinary performance beyond the individual's ordinary tasks the Remuneration Committee based on proposal of CEO may decide on a specific cash

For retention or recruitment purposes or extraordinary performance beyond the individual's ordinary tasks the Remuneration Committee based on proposal of CEO may decide on a specific cash remuneration Such remuneration may not exceed an annual amount corresponding to 40 percent of fixed annual cash salary and may not be paid more than once each year per individual

Pension Benefits

Other Benefits

Termination of employment

Salary and employment conditions for employees

In the preparation of the Board of Directors' proposal for this remuneration policy salary and employment conditions for employees of the company have been taken into account by including information on the employees' total income the components of the remuneration and increase and growth rate over time The development of the difference between the remuneration to executive officers and remuneration to other employees will be disclosed in the remuneration report

Derogation from the policy

The Board of Directors may temporarily resolve to derogate from the policy in whole or in part if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company's long-term interests including its sustainability or to ensure the company's financial viability As set out above the Remuneration Committee's tasks include preparing the Board of Directors' resolutions in remuneration-related matters This includes any resolutions to derogate from the policy

Additional information regarding executive remuneration is available in the Alfa Laval Annual Report

Item 16

The Board of Directors proposes that the general meeting due to new legislation decides to amend Alfa Laval AB's Articles of Association as follows It should be noted that some amendments are only semantic and constitute no changes in the English version

Available documents

The annual report and other basis for the resolutions will be held available for the shareholders at Alfa Laval AB on Friday 27 March 2020 at the latest Copies of the documents will be sent to shareholders who so request and announce their postal address The documents will also be held available on the company's website wwwalfalavalcom

/investors/corporate-governance/ no later than on the previously mentioned date The Nomination Committee's proposals and their reasoned statement will also be published on the above-mentioned website

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 419456315 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 CEO 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

Due to the currently high risk of an increased spread of the COVID-19 infection the general meeting should be kept as short as possible without restricting the shareholders' right to exercise their rights at the general meeting For this reason all shareholders are asked to as far as possible submit any above-mentioned questions in advance so the CEO can address the questions in the pre-recorded presentation or in writing on the company's webpage

Processing of personal data

For further information about the company's processing of personal data and your rights see the Privacy Policy at the following link: https://wwweuroclearcom/dam/ESw /Legal/Privacy-notice-bolagsstammor-engelskapdf or contact the company at the following email address: [email protected]

Lund March 2020
ALFA LAVAL AB (publ)
The Board of Directors

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