Notice of Annual General Meeting in Atlas Copco AB

Stockholm, Sweden, March 21, 2014: The Shareholders of Atlas Copco AB are invited to attend the Annual General Meeting Tuesday April 29, 2013 at 4.00 p.m. (Swedish time) at Aula Magna, University of Stockholm, Frescativägen 6, Stockholm, Sweden. Registration starts 2.30 p.m.

Registration :
Shareholders, intending to participate in the meeting, must
-                 be recorded in the register of shareholders kept by Euroclear Sweden AB on Wednesday April 23, 2014, and
-                 notify Atlas Copco AB in writing of their intent to participate in the Meeting no later than Wednesday April 23, 2014, to the registration address Atlas Copco AB, Box 7835, SE-103 98 Stockholm, or by telephone +46 8 402 90 43 working days between 9.00 a.m. and 4.00 p.m. or on the Company’s website www.atlascopco.com/agm .

Please see the full Notice below, or visit www.atlascopco.com/agm .

For further information please contact:
Håkan Osvald, Senior Vice President, General Counsel

+46 (0)8 743 8995
Ola Kinnander, Media Relations Manager
+46 (0)8 743 8060 or +46 (0)70 347 2455
media@se.atlascopco.com

Atlas Copco discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act.
Atlas Copco is a world-leading provider of sustainable productivity solutions. The Group serves customers with innovative compressors, vacuum solutions and air treatment systems, construction and mining equipment, power tools and assembly systems. Atlas Copco develops products and service focused on productivity, energy efficiency, safety and ergonomics. The company was founded in 1873, is based in Stockholm, Sweden, and has a global reach spanning more than 180 countries. In 2013, Atlas Copco had revenues of BSEK 84 (BEUR 9.7) and more than 40 000 employees. Learn more at www.atlascopco.com .

                                                                                                                   Unofficial Translation

Notice of Annual General Meeting Atlas Copco AB

 The Shareholders of Atlas Copco AB (the “Company”) are invited to attend the Annual General Meeting (the “Meeting”) Tuesday April 29, 2014 at 4.00 p.m. (CET) at Aula Magna, University of Stockholm, Frescativägen 6, Stockholm, Sweden. Registration starts at 2.30 p.m.

Registration
Shareholders, intending to participate in the Meeting, must
-                 be recorded in the register of shareholders kept by Euroclear Sweden AB (“Euroclear”) on Wednesday April 23, 2014, and
-                 notify the Company in writing of their intent to participate in the Meeting no later than Wednesday April 23, 2014, to the registration address Atlas Copco AB, Box 7835, SE-103 98 Stockholm, or by telephone +46 8 402 90 43 working days between 9.00 a.m. to 4.00 p.m. or on the Company’s website www.atlascopco.com/agm .

Shareholders whose shares are held in trust by a bank or other trustee must temporarily register their shares in their own names in the register of shareholders of Euroclear to be able to participate in the Meeting. Such temporary registration must be recorded by Wednesday April 23, 2014. Shareholders should notify their trustees/banks well in advance of this date.

Shareholders who are represented by a proxy holder shall submit a proxy. A proxy form is available on www.atlascopco.com/agm . The Company will also send a proxy form to those shareholders who so request. Representatives of legal entities must be able to present a copy of the registration certificate or other similar authorization document to support the proxy. Please send such proxies and other authorization documents to the Company well in advance to ease the registration process at the Meeting.

Personal data obtained from notifications, proxies and the register of shareholders kept by Euroclear will solely be used for the necessary registration and preparation of the voting list for the Meeting. Entrance cards will be sent to the Shareholders who have notified their intention to participate. The proceedings will be simultaneously translated into English. Electronic devices for voting will be used to some extent.

The President and CEO’s speech as well as supporting presentation material will after the Meeting be available on the Company’s website www.atlascopco.com/agm .

Proposed agenda

1. Opening of the Meeting and election of Chair
2. Preparation and approval of voting list
3. Approval of agenda
4. Election of one or two persons to approve the minutes
5. Determination whether the Meeting has been properly convened
6. Presentation of the Annual Report and the Auditor’s Report as well as the Consolidated Annual Report and the Consolidated Auditor’s Report
7. The President and CEO’s speech and questions from shareholders to the Board of Directors and the Management
8. Decisions
    a) regarding approval of the Profit and Loss Account and the Balance Sheet and the Consolidated Profit and Loss Account and the Consolidated Balance Sheet
    b) regarding discharge from liability of the Board members and the President and CEO
    c) regarding the allocation of the Company’s profit according to the approved Balance Sheet
    d) regarding record date for receiving dividend
9. Determination of the number of Board members and deputy members and auditors and deputy auditors or registered auditing company
10. Election of Board members and of Chair of the Board and auditors and deputy auditors or registered auditing company
11.Determining the remuneration, in cash or partially in the form of synthetic shares, to the Board of Directors and the remuneration to its committees and remuneration to the auditors or registered auditing company
12. The Board’s proposals regarding
       a) guiding principles for the remuneration of senior executives
       b) a performance related personnel option plan for 2014
13. The Board’s proposal regarding mandates to
       a) acquire series A shares related to personnel option plan for 2014
       b) acquire series A shares related to remuneration in the form of synthetic shares
       c) transfer series A shares related to personnel option plan for 2014
       d) sell series A shares to cover costs related to synthetic shares to the Board
       e) sell series A and B shares to cover costs in relation to the performance related personnel option plans for 2009, 2010 and 2011
14.  Closing of the Meeting

Item 8 c) and d) - The Board of Directors’ proposals regarding dividend and record day

The Board proposes that the dividend for 2013 is decided to be SEK 5.50 per share and that May 5, 2014 is the record date for the dividend. If the Meeting decides as proposed, the dividend is expected to be distributed by Euroclear on May 8, 2014.

Item 1, 9 and 10 - Proposals from the Nomination Committee regarding Chair of the Annual General Meeting, number of Board members, Chair, and other Board members and registered auditing company
The Nomination Committee, consisting of Petra Hedengran, the Chair of the Committee, Investor AB, Jan Andersson, Swedbank Robur Fonder, Ramsay Brufer, Alecta and Peder Hasslev, AMF, who together represent more than 30% of the total number of votes in the Company, as well as Sune Carlsson, the Chair of the Board, propose as follows:
Item 1 : That Sune Carlsson is elected Chair of the Meeting.
Item 9: That nine Board members be elected. That one registered auditing company be elected.
Item 10: That the following Board members are re-elected: Staffan Bohman, Johan Forssell, Ronnie Leten, Ulla Litzén, Gunilla Nordström, Hans Stråberg, Anders Ullberg, Peter Wallenberg Jr and Margareth Övrum. That Hans Stråberg is elected Chair of the Board. That Deloitte AB is re-elected as the auditing company with Jan Berntsson as responsible auditor.
Information regarding all proposed Board members is available on www.atlascopco.com/agm .

Item 11 – Proposal from the Nomination Committee regarding remuneration to the Board of Directors and for committee work and audit fee
Remuneration of SEK 1,900,000 (1,850,000) to the chair and SEK 570,000 (555,000) to each of the other seven Board members not employed by the Company. To the chair of the Audit Committee SEK 225,000 (200,000) and SEK 150,000 (125,000) to the other members of this committee. Unchanged remuneration of SEK 60,000 to each of the members of the Remuneration Committee and remuneration of SEK 60,000 to each Board member who, in addition to the above, participates in a committee in accordance with a decision of the Board of Directors. The proposal thus means that the total Board remuneration amounts to a sum of SEK 5,890,000 (6,485,000).

Reflecting the ambition to further enhance the interest for the long term development of the Company, the Nomination Committee proposes that each nominated Board member shall have the possibility to choose between receiving 50% of the remuneration in the form of synthetic shares and the rest in cash and to receive the whole remuneration in cash.  

The Board proposes that the obligation of the Company to pay an amount corresponding to the synthetic shares shall be hedged through the purchase of own series A shares that later will be sold on the market in connection with the payment to the Board member in compliance with a request for mandate that will be presented at that point in time. The economic difference for the Company if all Board members choose to receive a part of their fee in the form of synthetic shares compared to get the whole remuneration in cash is assessed to be very limited due to the hedging.

Audit fee is proposed to be as per approved invoice.

Item 12 – The proposal of the Board of Directors regarding:
a) guiding principles for salary and other remuneration to senior executives
b) a performance stock option plan for 2014 that includes a requirement for the senior executives and division presidents to invest in shares as a prerequisite for participation in the plan

12 a) guiding principles for salary and other remuneration to senior executives
The term ”senior executives” covers the President and the other eight members in the Group management team.
The proposal of the Board for 2014, which is in compliance with the principles of previous years and are based on agreements already entered into between Atlas Copco and respective employee, is as follows:
The remuneration to the senior executives shall consist of a base salary, variable compensation, long term incentive programs, pension premium and additional benefits. For expatriates certain other benefits apply in compliance with the Company’s Conditions for Expatriate Employees.
The base salary reflects the position, qualification and individual performance.
The size of the variable compensation depends on the extent to which predetermined quantitative and qualitative goals are met. The variable compensation is limited to a maximum of 70% of the base salary for the President, to 50% for the Business Area Executives and to 40% for the other senior executives.
Pension premiums are paid in accordance with a premium based plan within a range of 25-35% of the base salary, depending on age. Additional benefits consist of company car and private health insurance.

In case of termination of employment of a senior executive by the Company, the compensation can amount to a maximum of 24 months base salary and a minimum of 12 months base salary depending on age, length of employment and possible income from other economic activity or employment. The Board reserves the right to deviate from these guiding principles if special reasons for such deviation exist in an individual case.

12 b) performance stock option plan for 2014
In the opinion of the Board it is important, and it is also in the best interest of the shareholders, that key personnel in Atlas Copco have a long term interest in a good value development of the shares of the Company and align their performance in a manner that enhances such a development. In particular this applies to the group of key personnel that consists of the senior executives and the division presidents.
It is also the assessment of the Board that a share related option program increases the attractiveness of Atlas Copco on the global market and enhances the possibility to recruit and keep key personnel in the Group.

Scope and main principles
Granting
The Board asks for the right to decide on the issuing of performance stock options that can give a maximum of 335 key personnel in the Group the possibility to acquire a maximum of 4,622,729 series A shares.
Issuing
The issuing is dependent on the value increase of the Group expressed as Economic Value Added during 2014. In an interval of SEK 1,500,000,000 the issue varies linear from zero to 100% of the maximum number. The size of the plan and the limits of the interval have been established by the Board and are compatible with the long term business plan of the Company .
The issue of performance stock options is maximized to the following number per person within the respective key group:
category 1 – the President: 113,013 (97,402) options
category 2 – Business Area Executives (4): 38,527 (35,064) options
category 3 – other members of the Group management and division Presidents (26): 25,684 (24,350) options
category 4 – other key personnel (304): 12,131 (11,275) options
The Board shall decide which persons shall be included in category 4 based on position, qualification and individual performance. The issuing of options will take place not later than March 20, 2015.
The Board shall have the right to introduce an alternative incentive plan for key personnel in such countries where the granting of options is not feasible. Such alternative incentive solutions (SAR) shall, to the extent possible, have terms and conditions corresponding to the ones applicable to the performance stock option plan.
The term of the performance stock options/exercise
The term of the options shall be five years from the date of granting. The options are not transferable.
Exercise
The options are exercisable earliest three years from granting. The right to exercise only applies during the period a person is employed.
Exercise price
The exercise price shall be set to an amount corresponding to 110% of the average of the closing rates at NASDAQ OMX Stockholm of series A shares during a period of ten business days next following the date of the publishing of the summary of the annual accounts for the year 2014.  
Maximized outcome
A single payment/assignment of shares under the stock option plan can never exceed four times the value of the exercise price.
Recalculation
In case there should be a decision at an AGM regarding, for example, a reduction or increase of outstanding shares or a dividend beyond the dividend policy of the Company a recalculation can take place to preserve the value of the options.
A decision regarding such recalculation shall be taken by the Board.
Theoretical Value for the Recipient
A theoretical value on a personnel option has been established based on the Black & Scholes model for valuating options. As a base for the calculation, among other factors, has a market value of SEK 175.67 per share and an expected volatility of 33% been used. The theoretical value is calculated to amount to SEK 29.20 per personnel option or altogether a maximum of SEK 134,983,687 (125,444,026) for the whole plan.
Requirement for senior executives and division presidents regarding own investment
As prerequisite for the participation of the senior executives and division presidents (31 persons) in the personnel stock option plan 2014 applies that they have invested a maximum of 10% of their respective base salary for 2014, before tax, in series A shares of the Company (20% for expatriates with net salary). The investment may be in cash or by pre-owned shares, however, not by shares that are obtained as part of the participation in the stock option plan for 2012 and 2013.
The participation in the plan corresponds proportionally to the investment made. Those who have chosen to invest in series A shares will get, in addition to the proportional participation in the plan, the right to acquire, three years after the investment year, the number of shares (matching shares) that corresponds to the number of shares acquired under 2014 at a price of 75% of the market value upon which the exercise price for the shares in the 2014 plan was based, subject to continued employment and continued ownership of the shares. If the number of the acquired shares has been reduced, the right to matching shares is reduced on a share by share basis.
The theoretical value for this is calculated to be SEK 47.80 per matching share or together approximately SEK 2,475,801.
Delivery of shares
The personnel options shall give the right to acquire already issued series A shares.

Item 13 – Proposal of the Board of Directors regarding mandate to:
a) acquire series A shares related to personnel option plan for 2014
b) acquire series A shares related to remuneration in the form of synthetic shares
c) transfer series A shares related to personnel option plan for 2014
d) sell series A shares to cover costs related to synthetic shares to the Board of Directors
e) sell series A and B shares in connection with the performance stock option plans 2009, 2010 and 2011

In order for the resolutions by the Meeting in accordance with 13 a), b), d) and e) above to be adopted, the resolutions must be supported by shareholders holding at least two-thirds of the votes cast as well as of the shares represented at the Meeting. In order for the resolution by the Meeting in accordance with 13 c) above to be adopted, the resolution must be supported by shareholders holding at least nine tenths of both the votes cast as well as of the shares represented at the Meeting. Should majority votes not be achieved, the intention of the Company is to hedge the financial exposure in connection with the 2014 personnel option plan and secure delivery of shares by entering into an equity swap agreement with a financial institution.

13 a) acquire series A shares related to personnel option plan for 2014
The Board proposes that the Board is granted the mandate until the next Annual General Meeting to decide, on one or more occasions, on the acquisition of shares in the Company as follows:
1. Acquisition of not more than 4,800,000 series A shares
2. The shares may only be acquired on NASDAQ OMX Stockholm
3. The shares may only be acquired at a price per share within the registered trading interval, at any given point in time.
The acquisition is made with the intention to limit the economic risk caused by an increase of the share value during the period the performance stock options remain outstanding, to be able to fulfil future delivery obligations under personnel option and matching share agreements, to cover alternative solutions and cash settlements as well as to cover, primarily, social charges.  

13 b) acquire series A shares related to remuneration in the form of synthetic shares
The Board proposes that the Board is granted the mandate until the next Annual General Meeting to decide, on one or more occasions, on the acquisition of shares in the Company as follows:
1. Acquisition of not more than 70,000 series A shares
2. The shares may only be acquired on NASDAQ OMX Stockholm
3. The shares may only be acquired at a price per share within the registered trading interval, at any given point in time.
The acquisition is made with the intention to hedge the obligation of the Company to pay remuneration, including social charges, to Board members who have chosen to receive 50% of their remuneration in synthetic shares.

13 c) transfer of series A shares related to personnel option program for 2014
The Board further proposes that the Meeting decides to transfer shares in the Company in relation to the Company’s personnel option plan 2014, including the share saving/matching share part, according to the following:

1. A maximum of 3,500,000 series A shares may be transferred. Right to acquire shares is to be granted to the persons participating in the Company’s proposed performance stock option plan 2014, with a right for each participant to acquire the maximum number of shares stipulated in the terms and conditions of this plan. The participant’s right to acquire shares is conditional upon all terms and conditions of the Company’s performance stock option plan 2014 being fulfilled. Shares are to be transferred on the terms and conditions stipulated by the plan, meaning inter alia, that what is there stated regarding price and time during which the participants are to be entitled to use their right to acquire shares is also applicable to the transfer. Participants are to pay for the shares within the time and on the terms stipulated in the performance stock option plan 2014.

2. With respect to the number of shares that may be transferred under the Company’s performance stock option plan, customary terms for recalculation as a result of bonus issue, share split, rights issues and similar measures apply in accordance with the terms and conditions of the plan.
As reason for the deviation from the shareholders right of first refusal and as the base for the transfer price in connection with the transfer of own shares, the Board states that the transfer of own shares is a part of the proposed performance stock option plan for 2014.

13 d) sale of series A shares to cover costs related to synthetic shares to the Board of Directors
The Board proposes that the Board is granted the mandate until the next Annual General Meeting to decide, on one or more occasions, to sell not more than 55,000 series A shares in the Company to cover the costs of giving a counter value of earlier issued synthetic shares and to, primarily, cover social charges.

Shares proposed to be sold were acquired based on mandates given at the Annual General Meeting each respective year to acquire the share for the stated purpose. The sale shall take place on NASDAQ OMX Stockholm at a price within the registered price interval at any given time.

As reason for the deviation from the shareholders right of first refusal and as the base for the price in connection with the sale of own shares, the Board states that the sale of own shares is a part of the previously adopted decision regarding synthetic shares to the Board.

13 e) sale of series A and B shares in connection with the performance personnel option plans 2009, 2010 and 2011
The Board proposes that the Board is granted the mandate until the next Annual General Meeting to sell, at one or more occasions, a maximum of 8,800,000 series A and B shares, in connection with the exercise of rights under the above mentioned performance stock option plans and related costs in order to cover costs, primarily cash settlements in Sweden, SAR and social costs. Shares proposed to be sold were acquired each respective year based on mandate given at that year’s Annual General Meeting to acquire the shares for the stated purpose. Due to current legislation, this has to be re-approved annually.

The sale shall take place on NASDAQ OMX Stockholm at a price within the registered price interval at any given time.

As reason for the deviation from the shareholders right of first refusal and as the base for the price in connection with the sale of own shares, the Board states that the sale of own shares is an integrated part of the previously adopted performance stock option plans.

Shares and Votes
The Company has issued in total 1,229,613,104 shares of which 839,394,096 are series A shares and 390,219,008 are series B shares. On March 1, 2014 out of such shares the Company holds 14,947,420 series A shares and 645,379 series B shares. Series A shares have one vote and series B shares have one tenth of a vote whereas the non-represented shares held by the Company corresponds to 15,011,987.9 votes.

Information at the Annual General Meeting
If a shareholder so requires and the Board believes that the information can be given without causing harm to the Company, the Board and the President shall give information regarding an item on the agenda or circumstances that might affect the evaluation thereof or circumstances that could affect the evaluation of the economic position of the Company or a subsidiary Company or the Company’s relation to another Company within the Group.

If a shareholder wishes to submit questions in advance, such should be sent to: Atlas Copco AB, Attn: General Counsel, 105 23 Stockholm or to board@se.atlascopco.com.

Documentation                                      
The Annual Report, the Audit Report and the statement by the auditor regarding the compliance with the guidelines 2013 regarding compensation to senior executives will be available at the Annual General Meeting and will also, like the proposals from the Nomination Committee and the Board, including information regarding all Board members and the statement by the nomination Committee regarding the Board, if not part of this Notice, be available with the Company and on www.atlascopco.com/agm . They will also be sent free of charge to the shareholders who so request and state their address from March 21, 2014.

In connection with the Meeting, two awards will be presented; ”John Munck Award” for important contributions within the area of product development and ”Peter Wallenberg Marketing and Sales Award” for the developing of new marketing and sales methods.

Nacka, March 2014

Atlas Copco AB

The Board of Directors

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About Us

Atlas Copco is an industrial group with world-leading positions in compressors, expanders and air treatment systems, construction and mining equipment, power tools and assembly systems.

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