Annual General Meeting of Alfa Laval AB (publ)

This is a non-official translation of the Swedish original wording. In case of any differences between the English translation and the Swedish original, the Swedish text shall prevail. Annual General Meeting of Alfa Laval AB (publ) The shareholders in Alfa Laval AB (publ) are herewith summoned to the Annual General Meeting of shareholders on Thursday May 8, 2003 at 4.00 p.m. at Scandic Hotel Star, Glimmervägen 5 , Lund. Enrolment to the General Meeting will commence at 3.00 p.m. Refreshments will be served after the meeting. Right to participate Shareholders who wish to participate at the General Meeting must · be registered in the share register maintained by VPC AB (the Swedish Securities Register Center) on Monday April 28, 2003, · notify their participation to Alfa Laval AB no later than Friday May 2, 2003 at 12.00 noon. Shareholders whose shares are registered in the name of a nominee, must also temporarily re-register their shares in such shareholder's own name with VPC AB to be entitled to participate in the general meeting. Such temporary ownership re-registration must have been carried out no later than on Monday April 28, 2003. This means that shareholders must inform the nominee well before that date. Notification Notice of participation at the general meeting may be given · by mail to: Alfa Laval AB, Legal, P.O. Box 73, SE-221 00 LUND, Sweden, · by e-mail to: bolagsstamma.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 72 41 or +46 (0)46- 36 69 00 The notification shall state name, identification- or corporate identity number, address and telephone number, together with possible assistants (however maximum of two). Proxies for shareholders shall attach written and dated power of attorney, which at the time of the general meeting cannot be older than one year. Proxies or representatives for legal persons shall, in addition, attach a registration certificate. Power of attorney and registration certificate, if any, shall be sent to Alfa Laval AB in connection with the notification. As confirmation of the notification Alfa Laval AB will send an entrance card, which shall be displayed at the enrolment. Proposed agenda 1. Opening of the general meeting. 2. Election of the chairman of the general meeting. 3. Preparation and approval of the voting list. 4. Approval of the agenda for the general meeting. 5. Election of one or two persons to verify the minutes. 6. Determination of whether the general meeting has been properly convened. 7. Statement by the managing director. 8. Presentation of the annual report, the auditors' report and the consolidated annual report and the auditors' report on the consolidated annual report 9. Resolution (a) regarding adoption of the profit and loss account and the balance sheet, the consolidated profit and loss account, and the consolidated balance sheet; (b) regarding dispositions of the company's profit according to the adopted balance sheet, and record date for dividend; (c) regarding discharge from liability of the directors and the managing director. 10. Determination of the number of directors and deputy directors. 11. Determination of compensation to the board of directors and the auditors. 12. Election of directors and of deputy directors of the board of directors. 13. Proposal regarding a nomination committee. 14. Other issues due to the general meeting according to the Swedish Companies Act (1975 1385) or the articles of association. 15. Closing of the general meeting. Proposals for resolutions Paragraph 2 The Board of Directors has decided to propose that attorney Bertil Villard, as chairman, should lead Alfa Laval AB's Annual General Meeting 2003. Paragraph 9 (b) The Board of Directors proposes that dividend for 2002 shall be SEK 2.00 per share. Tuesday May 13 2003 is proposed record date to receive the dividend. If the annual general meeting decides according to this proposal, payment of the dividend is expected to occur through the agency of VPC AB on Friday May 16 2003. Paragraph 10-12 Shareholders representing more than 50 per cent of the total share capital and the number of votes have established a nomination committee with the assignment to propose election of members of the board of directors and compensation to them, at the annual general meeting 2003. The nomination committee has the following composition: Christian Salamon for Industri Kapital (convener), Jörn Rausing for Tetra Laval, Marianne Nilsson for Robur, Ramsay Brufer for Alecta, Mats Andersson for Tredje AP-fonden and Niels-Erik Petersen for Arbejdsmarkedets Tillægspension. The nomination committee proposes the following: · The members of the board of directors shall be eight. No deputies are proposed. · Compensation to the board of directors shall be SEK 2,225,000 to be distributed within the board of directors. Compensation to the auditors shall be paid in accordance with agreement between Alfa Laval AB and Ernst & Young AB. · Re-election of the board members Sigge Haraldsson, Lena Olving, Finn Rausing, Jörn Rausing, Christian Salamon, Björn Savén and Waldemar Schmidt. · New-election of Anders Narvinger. Anders Narvinger, born 1948, Bachelor of Science (Engineering) and (Economics), is managing director for Sveriges Verkstadsindustrier and former managing director and CEO for ABB Sweden. Anders Narvinger is chairman of the board of directors in Swedish Export Council, Lunds Tekniska Högskola, Plastal AB, Trelleborg AB and member of the board of directors in Volvo Car Corporation. The nomination committee recommends that Anders Narvinger is appointed as new chairman of the board of directors. Shareholders together representing more than 50 per cent of the total share capital and number of votes have declared that they intend to vote in accordance the above proposal by the nomination committee. Paragraph 13 Shareholders together representing more than 50 per cent of the total share capital and number of votes have proposed that, in order to prepare and make proposals to the annual general meeting regarding the election of members of the board of directors and, if applicable, auditors and compensation to the board of directors and auditors, there shall be a nomination committee. According to the proposal, the chairman of the board shall annually during the fourth quarter, convene the five largest shareholders in the company, which then have the right to appoint the members to the nomination committee. In case any of these shareholders declines this right, the next shareholder in line will be asked until there are five members appointed. The names of the members of the nomination committee will be made public as soon as they have been appointed. It shall be possible to elect the chairman of the board of directors to the nomination committee and as chairman for the committee. The chairman of the board of directors shall procure that the nomination committee is informed about the board of directors need of specific competence and other circumstances that could be of importance for the nomination committee. Auditors At the extraordinary general meeting in December 2000, Ingvar Ganestam and Anders Scherman, were appointed as auditors, with Håkan Olsson and Kerstin Mouchard as deputy auditors, for a term running to the end of the annual general meeting 2004. The auditors and deputy auditors mentioned are all active within Ernst & Young AB. Available documents Annual report and auditors' report will be held available for shareholders at Alfa Laval AB as from Thursday April 24 2003. Copies of the documents will be sent to shareholders requesting such documents and stating their addresses. Lund in April 2003 Alfa Laval AB (publ) The Board of Directors ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2003/04/03/20030403BIT00090/wkr0001.doc http://www.waymaker.net/bitonline/2003/04/03/20030403BIT00090/wkr0002.pdf