Annual General Meeting of Alfa Laval AB (publ)

The shareholders in Alfa Laval AB (publ) are herewith summoned to the Annual General Meeting on Thursday, April 27, 2006 at 4.00 p.m. at Scandic Hotel Star, Glimmervägen 5, Lund. Registration for the Meeting will commence at 3.30 p.m. Refreshments will be served after the Meeting.

Program for shareholders In conjunction with the Annual General Meeting there will be an opportunity to view production of plate heat exchangers at the plant in Lund. The tour begins with a gathering at the Scandic Star Hotel in Lund. Buses will transport visitors to the production facility and then back to the Annual General Meeting. The number of participants in the tour is limited and registration to participate in the tour must be made in conjunction with notification to participate in the Meeting. 13.30 Bus departs Scandic Star Hotel to Alfa Laval’s production facility in Lund 15.00 Coffee served outside the meeting hall 15.30 Registration for Annual General Meeting begins 16.00 Meeting opens Right to participate Shareholders who wish to participate at the Meeting must • be registered in the share register maintained by VPC (Swedish Securities Register Center) on Friday, April 21, 2006, • notify their participation to Alfa Laval AB not later than Friday, April 21, 2006 at 12.00 noon. Shareholders, whose shares are registered in the name of a nominee, must also temporarily re-register their shares in their own name with VPC to be entitled to participate in the Meeting. Such temporary ownership re-registration must be carried out not later than Friday, April 21, 2006. This means that shareholders must inform the nominee in sufficient time prior to that date. Notification Notice of participation at the Meeting may be given • by mail to: Alfa Laval AB, Corporate Legal, P.O. Box 73, SE-221 00 Lund, Sweden • by e-mail to: arsstamma.lund@alfalaval.com, • by fax: +46 (0)46-36 71 87, • on the website: www.alfalaval.com, or • by telephone: +46 (0)46-36 72 22, +46 (0)46-36 65 26 or +46 (0)46-36 65 00. The notification shall state name, personal identification or corporate registration number, address and telephone number, together with possible assistants (however, maximum of two). Notification should also include request to participate in the tour of the production facility. Proxies for shareholders shall attach written and dated power of attorney, which at the time of the Meeting cannot be older than one year. Power of attorney forms are available on Alfa Laval’s website. Proxies or representatives for legal entities shall, in addition, attach a registration certificate. Power of attorney and registration certificate, if any, shall be sent to Alfa Laval AB in conjunction with the notification. As confirmation of the notification Alfa Laval AB will send an entrance card, which shall be displayed at registration. Proposed agenda 1. Opening of the meeting. 2. Election of the Chairman of the Meeting. 3. Preparation and approval of the voting list. 4. Approval of the agenda for the Meeting. 5. Election of one or two persons to verify the minutes. 6. Determination of whether the Meeting has been properly convened. 7. Statement by the President. 8. Report on the work of the Board and the Board’s committees. 9. Presentation of the annual report, the auditors’ report and the consolidated annual report and the auditors’ report on the consolidated annual report. 10. Motions (a) regarding adoption of the income statement and the balance sheet, the consolidated income statement, and the consolidated balance sheet; (b) regarding disposition of the Company’s profit according to the adopted balance sheet, and record date for dividend; (c) regarding discharge from liability of the Board members and the President. 11. Report on the work of the Nomination Committee. 12. Determination of the number of Board members and deputy members, to be elected by the Meeting. 13. Determination of remuneration to the Board of Directors and the auditors. 14. Election of Chairman of the Board, members and deputy members of the Board. 15. Proposal regarding decision to change the Articles of Association. 16. Proposal regarding decision on remuneration principles for and other employment terms for company management. 17. Proposal regarding decision on criteria for appointing the Chairman and members of the Nomination Committee. 18. Other issues to be dealt with at the Meeting in accordance with the Swedish Companies Act or the Articles of Association. 19. Closing of the Meeting. Proposals for resolutions Point 2 The Nomination Committee proposes that Attorney Bertil Villard be appointed Chairman of the Meeting. Point 10 (b). The Board of Directors proposes that the dividend for 2005 shall be SEK 5.10 per share. Wednesday, May 3, 2006 is proposed as the record date to receive the dividend. If the Annual General Meeting decides in accordance with this proposal, payment of the dividend is expected to occur through VPC on Monday, May 8, 2006. Points 12 -14 The Nomination Committee’s proposal is as follows: Point 12: The members of the Board of Directors elected by the Meeting shall be eight. No deputies are proposed. Point 13: Remuneration to the Board of Directors shall be SEK 2,825,000 to be distributed to the members elected by the Annual General Meeting who are not employed by the Company as follows: • Chairman SEK 725,000 • Other members SEK 300,000 • Supplement for Chairman of Audit Committee SEK 100,000 • Supplement for members of Audit Committee SEK 50,000 • Supplement to members of Remuneration Committee SEK 50,000 Remuneration to auditors is proposed to follow existing contracts. Point 14: Re-election is proposed of the Board members Gunilla Berg, Björn Hägglund, Anders Narvinger, Finn Rausing, Jörn Rausing, Lars Renström and Waldemar Schmidt. Lena Olving has declined re-election. New election is proposed of Ulla Litzén. Ulla Litzén, born 1956, holds a M.Sc. from Stockholm School of Economics and an MBA from Massachusetts Institute of Technology. She is former president of W Capital Management and has held various leading positions within Investor. Ulla Litzén is a Board member of several companies, including such engineering companies as Atlas Copco, and SKF. The Nomination Committee proposes that Anders Narvinger be appointed Chairman of the Board. Should Anders Narvinger’s assignment as Chairman of the Board end prematurely, the Board shall choose a new Chairman. Information about all members proposed to the Board of Directors and a report on the Nomination Committee’s work is available at Alfa Laval AB’s website, www.alfalaval.com and will be available at the Meeting. Point 15 The Board proposes that the Articles of Association be revised to conform with the new Companies Act that became effective on January 1, 2006. The main points of the proposal are (affected paragraph in Articles of Association noted in parentheses): that provisions regarding the par value of shares be removed and replaced by text saying that the number of shares shall be not less than 74,500,000 and not more than 298,000,000 (§5). that the provision regarding the period of mandate for the Board and the auditors be revised to conform with the new Companies Act (§6). that the Board’s right to appoint special auditors be revised to conform with the new Companies Act (§6). that notice of the Annual General Meeting be made in Post- och Inrikes Tidningar (Official Swedish Gazette) and Dagens Nyheter (§8). that shareholders who wish to participate in the Meeting be included in a printout or other presentation of the entire share register pertaining to conditions five weekdays prior to the Meeting (§10). that the record date provision be modified to the definition of VPC company included in the new Companies Act (§11). In addition, a number of editorial changes are proposed. A decision on this proposal is valid if it is adopted by shareholders with at least two-thirds of both the votes cast and the shares represented at the Meeting. Point 16 The Board recommends that the Meeting decide to adopt the following principles for remuneration and other terms of employment for company management: 1. Scope Company management means the President and and members of Group Management. These principles apply to employment contracts for management personnel residing in Sweden concluded after these principles are adopted by the Meeting, and for changes to currently existing employment contracts for such individuals that are made thereafter. Management personnel residing outside of Sweden shall be offered terms that are competitive in the countries in which those individuals reside. 2. Basic principles and how remuneration issues are prepared The basic principles are that Alfa Laval shall offer market-rate remuneration so that the company can attract and retain a competent management team. The Board has established a committee and charged it with the task of preparing matters regarding remuneration and other employment terms for company management. The Board decides on these issues after the issues have been prepared by the Remuneration Committee. 3. Fixed remuneration Fixed salaries are reviewed annually and based on the competence and areas of responsibility of the individual officer. 4. Variable remuneration Variable remuneration can comprise a maximum of between 15 and 60 percent of the fixed remuneration, depending on the position. The range of the variable portion depends on the degree of fulfillment of, particularly, financial goals and, to a more limited extent, also qualitative goals. The Board can consider whether or not to propose a share or share-related program for company management to the Meeting. 5. Pension remuneration A detailed description of existing pension benefits for company management is available in Note 3 of the 2005 Annual Report. Pension contracts shall be based on the ITP plan with supplements above 30 basic amounts relating to old-age or family pensions, or similar pension solutions. This supplement above 30 basic amounts shall be defined-contribution and be based on retirement not earlier than 62 years of age. Alfa Laval shall offer the opportunity of allocating salary and bonuses towards a temporary old-age and family pension. 6. Non-monetary remuneration Company management has the right to normal non-monetary remuneration, such as a company car and company healthcare. In certain instances, Alfa Laval can also arrange for housing. 7. Dismissal and severance pay When Alfa Laval dismisses someone in company management, they are entitled to receive remuneration during the termination period and severance pay corresponding to a maximum of 24 monthly salaries. Point 17 The current Nomination Committee consists of Finn Rausing, Tetra Laval, Magnus Wärn, AMF, Björn Franzon, Fjärde AP-Fonden, Jan Andersson, Robur, Cecilia Lager, SEB Fonder and Chairman of the Board Anders Narvinger. Björn Franzon is Chairman. The Nomination Committee proposes that the Meeting decide the following: that there shall be a Nomination Committee to prepare and present proposals for shareholders at the Annual General Meeting regarding the election of Chairman of the Annual General Meeting, Chairman of the Board, Board members and, if applicable, auditors as well as the Board and auditor fees, that the Nomination Committee comprise a maximum of five members, which shall be the representatives of the five largest shareholders at the close of the third quarter. The majority of the Nomination Committee members shall not be Board members. Members of the Nomination Committee shall be appointed as follows. The Board Chairman shall at the end of the third quarter contact the five largest shareholders in the Company, which then have the right to appoint the members to the Nomination Committee. In addition, the Nomination Committee may decide that the Chairman of the Board and other Directors of the Board shall be members of the Nomination Committee. If any of these five shareholders declines the right to appoint a member to the Nomination Committee, the next shareholder in terms of size is offered the opportunity to appoint a member to the Nomination Committee. If several shareholders decline the right to appoint members to the Nomination Committee, there is no obligation to ask more than eight of the largest shareholders, if this is not required for the Nomination Committee to comprise at least three members. If a member resigns from the Nomination Committee before its work is completed, the shareholder who appointed the member has the right to appoint a replacement. The Nomination Committee should be chaired by an owner representative who can also be a Director of the Board. The Chairman of the Board shall however not be appointed as Chairman of the Nomination Committee. The Chairman of the Board shall, as part of the Nomination Committee’s work, ensure that the Nomination Committee is informed about the Board’s work and need for specific competence and other circumstances that could be of importance for the Nomination Committee. Individual shareholders shall be entitled to submit proposals for Board members to the Nomination Committee for further evaluation within the framework of their work. that information about the composition of the Nomination Committee be announced publicly in the Company’s third-quarter interim report and on the Company’s website not later than six months prior to the Annual General Meeting, that the Nomination Committee shall be entitled to charge the Company the costs of recruiting consultants if this is considered necessary to obtain a suitable selection of Board candidates, and that the Nomination Committee shall report on its work at the Annual General Meeting. Available documents The Annual Report and auditors' report, the Board’s recommendation regarding the proposed profit distribution in accordance with Point 10 (b), and the complete proposal for a decision regarding changes to the Articles of Association in accordance with Point 15, will be available for shareholders at Alfa Laval AB as of April 13, 2006. Copies of the documents will be sent to shareholders requesting such documents and stating their postal addresses. In addition, the documentation will be available as of the above date on the Company’s website. __________________________ Lund, March 2006 ALFA LAVAL AB (publ) The Board of Directors