Annual General Meeting in ASSA ABLOY AB

The shareholders of ASSA ABLOY AB are hereby invited to attend the Annual General Meeting to be held on Friday 29 April 2011 at 3.00 p.m., at Moderna Museet, Skeppsholmen, Stockholm.

Notice of Attendance
Shareholders who wish to attend the Annual General Meeting must:

• be recorded in the share register kept by Euroclear Sweden AB on Thursday 21 April 2011, and
• notify the company of their intent to attend no later than Thursday 21 April 2011. Notice of attendance can be given on www.assabloy.com, by telephone +46 8 506 485 14 or in writing to ASSA ABLOY AB, "AGM", P.O. Box 7842, SE-103 98 Stockholm, Sweden.

When giving notice of attendance, the shareholder shall state name, personal identity number (corporate identification number), address, telephone number, number of shares and names of representatives, if any. The information given in the notice of attendance will be processed and used only in connection with the Annual General Meeting 2011. An entrance card, to be shown when registering for the Annual General Meeting, will be sent in confirmation of the notice of attendance.

Shareholders whose shares are nominee registered through a bank or other nominee must request that their shares be temporarily registered in their own name in the share register kept by Euroclear Sweden AB by Thursday, 21 April 2011, in order to have the right to attend the Annual General Meeting. Shareholders must notify the nominee of this well before that date. If participation is by proxy, the proxy should be submitted in connection with the notice of attendance. Proxy forms will be available on www.assaabloy.com.  

Agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the Agenda.
5. Election of two persons to approve the minutes.
6. Determination of whether the Meeting has been duly convened.
7. Report by the President and CEO, Mr Johan Molin.
8. Presentation of
a) the Annual Report and the Auditor's Report and the Consolidated Financial Statements,
b) the Group Auditor's Report regarding whether there has been compliance with the remuneration guidelines adopted on the 2010 Annual General Meeting,
c) the boards proposal to share dividend and motivated statement.
9. Resolutions regarding:
a) adoption of the Statement of Income and the Balance Sheet and the Consolidated Statement of Income and the Consolidated Balance Sheet,
b) appropriation of the company's profit according to the adopted Balance Sheet,
c) discharge from liability of the Board of Directors and the CEO.
10. Establishment of the number of Board members.
11. Establishment of fees to the Board members and Auditors.
12. Election of Board members and Chairman of the Board.
13. Election of members of the Nomination Committee and establishment of the assignment of the Nomination Committee.
14. Resolution regarding guidelines for remuneration to senior management.
15. Resolution regarding authorization to repurchase and transfer Series B shares in the company.
16. Resolution regarding the long term incentive programme.
17. Closing of the Meeting.

Item 2 - Election of Chairman of the Meeting
The Nomination Committee, consisting of Mikael Ekdahl (Melker Schörling AB), Chairman, Gustaf Douglas (Investment AB Latour and SäkI Förvaltning AB), Liselott Ledin (Alecta), Marianne Nilsson (Swedbank Robur Funds) and Per-Erik Mohlin (SEB Fonder/SEB Trygg Liv), proposes that Gustaf Douglas is elected Chairman of the Annual General Meeting.

Item 9 b) - Appropriation of the company's profit according to the adopted Balance Sheet
The Board of Directors proposes that a dividend of SEK 4.00 per share shall be declared. As record date for the dividend, the Board of Directors proposes Wednesday 4 May 2011. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Monday 9 May 2011.

Items 10-12 - Establishment of the number of Board members, establishment of fees to the Board members and election of Chairman of the Board and other Board members
The Nomination Committee proposes that the Annual General Meeting resolves as follows:

- The number of Board members shall be eight.

- Fees to the Board of Directors shall amount to a total of SEK 4,000,000 (remuneration for committee work not included) to be distributed among the members as follows;
SEK 1,000,000 to the Chairman and SEK 500,000 to each of the other Board members who are not employed by the company. As consideration for the committee work, the Chairman of the Audit Committee shall receive SEK 200,000, the Chairman of the Remuneration Committee shall receive SEK 100,000, the members of the Audit Committee each SEK 100,000 and the members of the Remuneration Committee each SEK 50,000.

- Fees to the auditors according to contract.

- Re-election of the Board members Gustaf Douglas, Carl Douglas, Birgitta Klasén, Eva Lindqvist, Johan Molin, Sven-Christer Nilsson, Lars Renström and Ulrik Svensson.

- Re-election of Gustaf Douglas as Chairman of the Board.

Item 13 - Election of members of the Nomination Committee and establishment of the assignment of the Nomination Committee
The Nomination Committee proposes that the Annual General Meeting resolves mainly as follows:

- The Nomination Committee shall have five members, who, up to and including the Annual General Meeting 2012, shall be Mikael Ekdahl (Melker Schörling AB), Gustaf Douglas (Investment AB Latour and SäkI Förvaltning AB), Liselott Ledin (Alecta), Marianne Nilsson (Swedbank Robur Funds) and Per-Erik Mohlin (SEB Fonder/SEB Trygg Liv). Mikael Ekdahl shall be appointed Chairman of the Nomination Committee.

- If a shareholder represented by a member of the Nomination Committee no longer is one of the major shareholders of ASSA ABLOY AB, the Nomination Committee shall be entitled to nominate another representative among the major shareholders to replace such a member. The same shall apply if a member of the Nomination Committee no longer is employed by such a shareholder or for any other reason should leave the Nomination Committee before the Annual General Meeting 2012.

- The Nomination Committee shall, before the Annual General Meeting 2012, prepare and submit proposals for; election of Chairman of the Annual General Meeting, election of Chairman and other members of the Board of Directors, fees to the Board of Directors (including distribution of fees among the Chairman and the other Board members and remuneration for committee work).

Item 14 - Resolution regarding guidelines for remuneration to senior management
The Board of ASSA ABLOY proposes that the 2011 Annual General Meeting adopts the following guidelines for the remuneration and other employment conditions of the President and CEO and other members of the Executive Team.

The basic principle is that the remuneration and other employment conditions should be in line with market conditions and competitive. ASSA ABLOY observes both global practice as well as practice of the native country of each member of the Executive Team.

The total remuneration of the Executive Team should consist of basic salary, variable components in the form of annual and long term variable remuneration, other benefits and pension. The basic salary should be competitive and reflect responsibility and performance. The variable part consists of remuneration paid partly in cash and partly in the form of shares.  

The Executive Team should have the opportunity to receive variable cash remuneration based on the outcome in relation to financial targets and, when applicable, individual targets. This remuneration should be equivalent to a maximum 75 percent of the basic salary (excluding social security expenses).

In addition, the Executive Team should, within the framework of the Board's proposal for a long term incentive program, in Item 16, have the opportunity to receive variable remuneration in the form of shares based on an interval defined by the Board regarding the development of earnings per share during 2011. This remuneration model also includes the right, when purchasing a share under certain conditions, to receive a free matching share from the company. This remuneration shall, if the share price is unchanged, be equivalent to maximum 75 per cent of the basic salary (excluding costs for social security expenses).

All members of the Executive Team should be covered by defined contribution pension plans. If the CEO is given notice, the company is liable to pay the equivalent of 24 months' salary and other employment benefits. If one of the other members of the Executive Team is given notice, the company is liable to pay a maximum 6 months' basic salary and other employment benefits plus an additional 12 months' basic salary.

The Board shall have the right to deviate from these guidelines if there are particular reasons for doing so in an individual case.

Item 15 - Resolution regarding authorization to repurchase and transfer Series B shares in the company
The Board of Directors proposes that the AGM authorises the Board of Directors to pass a resolution, on one or more occasions, on repurchasing Series B shares in the company for the period up until the next AGM. The repurchase shall maximum comprise so many Series B shares that the company's holding does not at any time exceed 10 per cent of the total number of shares in the company. The repurchase of shares shall take place on NASDAQ OMX Stockholm. The repurchase of the shares on NASDAQ OMX Stockholm may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price. Payment of the shares shall be made in cash.

Furthermore, the Board of Directors proposes that the AGM authorises the Board of Directors to pass a resolution, on one or more occasions, on transferring Series B shares in the company for the period up until the next AGM, on NASDAQ OMX Stockholm or in connection with acquisitions of companies or businesses. The transfer of Series B shares on NASDAQ OMX Stockholm may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price. The authorisation includes the right to resolve on deviation of the preferential rights of shareholders and that payment may be made in other forms than cash.

The purpose of the proposal is to make possible the ability to continuously adapt the company's capital structure and thereby contribute to increased shareholder value as well as have the ability to finance future acquisitions with the company's own shares, and to ensure the company's undertakings, including social security costs, in accordance with the Board of Directors' proposal for a long term incentive program under Item 16.

Item 16 - Resolution regarding the Board of Directors proposal of long term incentive programme
The Board of Directors proposes that the Annual General Meeting ("AGM") resolves to implement a new long term incentive programme for senior executives and key employees within the ASSA ABLOY Group ("LTI 2011") mainly in accordance with the following.

LTI 2011 is proposed to include approximately 90 senior executives and key employees within the ASSA ABLOY Group. LTI 2011 entails that the participants will invest in Series B shares in ASSA ABLOY at market price, in an amount corresponding to maximum 15 per cent (CEO and other senior executives) or 10 per cent (other participants), respectively, of the participants basic salary. Such personal investment will thereafter be matched by the company through granting of so called matching awards and performance awards, in accordance with the terms stipulated below.

The purpose of LTI 2011 is to retain and recruit competent managers, provide competitive remuneration and to align the interests of the managers and key employees with the interests of the shareholders. In light of the above, the Board of Directors believes that implementation of LTI 2011 will have a positive effect on the development of the Group and consequently that LTI 2011 is beneficial to both the shareholders and the company.

The participation in LTI 2011 of employees who have not participated in previous LTI programs is subject to renunciation of customary salary review for the year 2011.

For each Series B share the CEO purchases under LTI 2011, he will be granted one matching award and four performance awards. For each Series B share other senior executives (currently eight individuals) purchase under LTI 2011, each such individual will be awarded one matching award and three performance awards. For each Series B share other participants (approximately 80 individuals) purchase under LTI 2011, each such individual will be awarded one matching award and one performance award.

Each matching award entitles the holder to receive a Series B share in the company, free of charge, three years after allotment of the matching award, provided that the holder, at the time of release of ASSA ABLOY's interim report for the first quarter 2014, still is employed by the ASSA ABLOY Group and has maintained the shares purchased under LTI 2011. Each performance award entitles the holder to receive a Series B share in the company, free of charge, three years after allotment of the performance award, provided that the above conditions have been fulfilled. In addition to this, the maximum determined target level in respect of increase of the company's earnings per share during 2011, as defined by the Board of Directors, shall have been fulfilled. The awards are non-transferable.

The Board of Directors shall be responsible for preparing the detailed terms and conditions of LTI 2011, in accordance with the mentioned terms and guidelines. To this end, the Board shall be entitled to make adjustments to meet foreign regulations or market conditions.

LTI 2011 may, if the share price for the company's Series B share remains the same during the programme's term, result in a maximum amount corresponding to 75 per cent (CEO), 60 per cent (other senior executives) or 20 per cent (other participants), respectively, of the participants basic salary (excluding social security costs). Such outcome is subject to a maximum personal investment, meaning that the participant must purchase Series B shares in the company in an amount corresponding to 15 per cent (CEO and other senior executives) or 10 per cent (other participants), respectively, of the participants basic salary, maintain the initially purchased shares and still be employed during the vesting period, and that the performance based condition has been fully achieved.

The total amount of shares, which corresponds to the participant's total maximum personal investment, and thus the total amount of awards in LTI 2011, depends on the share price for the company's Series B share at the time of implementing LTI 2011. Provided that the share price for the company's Series B share is traded at around SEK 175 when LTI 2011 is implemented, LTI 2011 will, in accordance with the above principles and assumptions, comprise maximum 330,000 Series B shares in total, which corresponds to 0.1 per cent of the total outstanding shares and votes in the company.

In accordance with the above principles and assumptions, the ASSA ABLOY Group's cost for LTI 2011 is estimated to approximately SEK 58 million in total, allocated over the vesting period. Estimated social security costs are included in this amount. To ensure the delivery of Series B shares under LTI 2011, the company intends to enter into an agreement with a third party, under which the third party shall, in its own name, acquire and transfer Series B shares to the participants under LTI 2011.

Shares and votes
The total number of shares in the company at the time for the notification of the Annual General Meeting amounts to 367,732,083 shares, of which 19,175,323 are shares of Series A and 348,556,760 shares of Series B, which is equivalent to a total of 540,309,990 votes. ASSA ABLOY is holding at the time of the notification of the Annual General Meeting 300,000 own shares of Series B, corresponding to 300,000 votes, which can not be represented at the Annual General Meeting

Shareholders' right to request information
The shareholders are reminded of their right to request information from the Board of Directors and the CEO at the Annual General Meeting in respect of circumstances which may affect the assessment of a matter on the agenda or may affect the assessment of the company's financial position in accordance with Chapter 7 Section 32 the Swedish Companies Act (Sw: aktiebolagslagen).


Additional InformationThe proposition in Item 15 requires an approval of at least two thirds of the given votes, as well as on the annual general meeting represented votes, in order to be valid. The annual report, the statement by the auditor and the other documents concerning Items 8-16 will be available at the company and on the company website www.assaabloy.com. Copies of the documents will be sent free of charge to the shareholders on request and will be available at the Annual General Meeting.

Welcome!
Stockholm in March 2011
The Board of Directors
ASSA ABLOY AB

ASSA ABLOY discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 08:00 CET on 29 March, 2011.