Annual General Meeting of Alfa Laval AB (publ)

Program for shareholders

In conjunction with the Annual General Meeting there will be anopportunity to view production of plate heat exchangers at the plantin Lund. The tour begins with a gathering at the Scandic Star Hotel inLund. Buses will transport visitors to the production facility andthen back to the Annual General Meeting. The number of participants inthe tour is limited and registration to participate in the tour mustbe made in conjunction with notification to participate in theMeeting.

13.30 Bus departs Scandic Star Hotel to Alfa Laval's productionfacility 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 anominee, must also temporarily re-register their shares in their ownname with VPC to be entitled to participate in the Meeting. Suchtemporary ownership re-registration must be carried out not later thanFriday, April 21, 2006. This means that shareholders must inform thenominee 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 orcorporate registration number, address and telephone number, togetherwith possible assistants (however, maximum of two). Notificationshould also include request to participate in the tour of theproduction facility. Proxies for shareholders shall attach written anddated power of attorney, which at the time of the Meeting cannot beolder than one year. Power of attorney forms are available on AlfaLaval's website. Proxies or representatives for legal entities shall,in addition, attach a registration certificate. Power of attorney andregistration certificate, if any, shall be sent to Alfa Laval AB inconjunction with the notification. As confirmation of the notificationAlfa Laval AB will send an entrance card, which shall be displayed atregistration.

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 properlyconvened.

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 theconsolidated annual report and the auditors' report on theconsolidated annual report.

10. Motions

(a) regarding adoption of the income statement and the balancesheet, the consolidated income statement, and the consolidated balancesheet;

(b) regarding disposition of the Company's profit according to theadopted balance sheet, and record date for dividend;

(c) regarding discharge from liability of the Board members andthe President.

11. Report on the work of the Nomination Committee.

12. Determination of the number of Board members and deputymembers, to be elected by the Meeting.

13. Determination of remuneration to the Board of Directors andthe auditors.

14. Election of Chairman of the Board, members and deputy membersof the Board.

15. Proposal regarding decision to change the Articles ofAssociation.

16. Proposal regarding decision on remuneration principles for andother employment terms for company management.

17. Proposal regarding decision on criteria for appointing theChairman and members of the Nomination Committee.

18. Other issues to be dealt with at the Meeting in accordancewith 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 beappointed Chairman of the Meeting.

Point 10 (b).

The Board of Directors proposes that the dividend for 2005 shallbe SEK 5.10 per share. Wednesday, May 3, 2006 is proposed as therecord date to receive the dividend. If the Annual General Meetingdecides in accordance with this proposal, payment of the dividend isexpected 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 theMeeting shall be eight. No deputies are proposed.

Point 13: Remuneration to the Board of Directors shall be SEK2,825,000 to be distributed to the members elected by the AnnualGeneral 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 GunillaBerg, Bjorn Hagglund, Anders Narvinger, Finn Rausing, Jorn Rausing,Lars Renstrom and Waldemar Schmidt. Lena Olving has declinedre-election.

New election is proposed of Ulla Litzen. Ulla Litzen, born 1956,holds a M.Sc. from Stockholm School of Economics and an MBA fromMassachusetts Institute of Technology. She is former president of WCapital Management and has held various leading positions withinInvestor. Ulla Litzen is a Board member of several companies,including such engineering companies as Atlas Copco, and SKF.

The Nomination Committee proposes that Anders Narvinger beappointed Chairman of the Board. Should Anders Narvinger's assignmentas Chairman of the Board end prematurely, the Board shall choose a newChairman.

Information about all members proposed to the Board of Directorsand a report on the Nomination Committee's work is available at AlfaLaval AB's website, www.alfalaval.com and will be available at theMeeting.

Point 15

The Board proposes that the Articles of Association be revised toconform with the new Companies Act that became effective on January 1,2006. The main points of the proposal are (affected paragraph inArticles of Association noted in parentheses):

that provisions regarding the par value of shares be removed andreplaced by text saying that the number of shares shall be not lessthan 74,500,000 and not more than 298,000,000 (ss.5).

that the provision regarding the period of mandate for the Boardand the auditors be revised to conform with the new Companies Act(ss.6).

that the Board's right to appoint special auditors be revised toconform with the new Companies Act (ss.6).

that notice of the Annual General Meeting be made in Post- ochInrikes Tidningar (Official Swedish Gazette) and Dagens Nyheter(ss.8).

that shareholders who wish to participate in the Meeting beincluded in a printout or other presentation of the entire shareregister pertaining to conditions five weekdays prior to the Meeting(ss.10).

that the record date provision be modified to the definition ofVPC company included in the new Companies Act (ss.11).

In addition, a number of editorial changes are proposed.

A decision on this proposal is valid if it is adopted byshareholders with at least two-thirds of both the votes cast and theshares represented at the Meeting.

Point 16

The Board recommends that the Meeting decide to adopt thefollowing principles for remuneration and other terms of employmentfor company management:

1. Scope

Company management means the President and members of GroupManagement. These principles apply to employment contracts formanagement personnel residing in Sweden concluded after theseprinciples are adopted by the Meeting, and for changes to currentlyexisting employment contracts for such individuals that are madethereafter. Management personnel residing outside of Sweden shall beoffered terms that are competitive in the countries in which thoseindividuals reside.

2. Basic principles and how remuneration issues are prepared

The basic principles are that Alfa Laval shall offer market-rateremuneration so that the company can attract and retain a competentmanagement team. The Board has established a committee and charged itwith the task of preparing matters regarding remuneration and otheremployment terms for company management. The Board decides on theseissues after the issues have been prepared by the RemunerationCommittee.

3. Fixed remuneration

Fixed salaries are reviewed annually and based on the competenceand areas of responsibility of the individual officer.

4. Variable remuneration

Variable remuneration can comprise a maximum of between 15 and 60percent of the fixed remuneration, depending on the position. Therange of the variable portion depends on the degree of fulfillment of,particularly, financial goals and, to a more limited extent, alsoqualitative goals.

The Board can consider whether or not to propose a share orshare-related program for company management to the Meeting.

5. Pension remuneration

A detailed description of existing pension benefits for companymanagement is available in Note 3 of the 2005 Annual Report.

Pension contracts shall be based on the ITP plan with supplementsabove 30 basic amounts relating to old-age or family pensions, orsimilar pension solutions. This supplement above 30 basic amountsshall be defined-contribution and be based on retirement not earlierthan 62 years of age. Alfa Laval shall offer the opportunity ofallocating salary and bonuses towards a temporary old-age and familypension.

6. Non-monetary remuneration

Company management has the right to normal non-monetaryremuneration, such as a company car and company healthcare. In certaininstances, Alfa Laval can also arrange for housing.

7. Dismissal and severance pay

When Alfa Laval dismisses someone in company management, they areentitled to receive remuneration during the termination period andseverance pay corresponding to a maximum of 24 monthly salaries.

Point 17

The current Nomination Committee consists of Finn Rausing, TetraLaval, Magnus Warn, AMF, Bjorn Franzon, Fjarde AP-Fonden, JanAndersson, Robur, Cecilia Lager, SEB Fonder and Chairman of the BoardAnders Narvinger. Bjorn Franzon is Chairman.

The Nomination Committee proposes that the Meeting decide thefollowing:

that there shall be a Nomination Committee to prepare and presentproposals for shareholders at the Annual General Meeting regarding theelection of Chairman of the Annual General Meeting, Chairman of theBoard, Board members and, if applicable, auditors as well as the Boardand auditor fees,

that the Nomination Committee comprise a maximum of five members,which shall be the representatives of the five largest shareholders atthe close of the third quarter. The majority of the NominationCommittee members shall not be Board members. Members of theNomination Committee shall be appointed as follows. The Board Chairmanshall at the end of the third quarter contact the five largestshareholders in the Company, which then have the right to appoint themembers to the Nomination Committee. In addition, the NominationCommittee may decide that the Chairman of the Board and otherDirectors of the Board shall be members of the Nomination Committee.If any of these five shareholders declines the right to appoint amember to the Nomination Committee, the next shareholder in terms ofsize is offered the opportunity to appoint a member to the NominationCommittee. If several shareholders decline the right to appointmembers to the Nomination Committee, there is no obligation to askmore than eight of the largest shareholders, if this is not requiredfor the Nomination Committee to comprise at least three members. If amember resigns from the Nomination Committee before its work iscompleted, the shareholder who appointed the member has the right toappoint a replacement. The Nomination Committee should be chaired byan owner representative who can also be a Director of the Board. TheChairman of the Board shall however not be appointed as Chairman ofthe Nomination Committee. The Chairman of the Board shall, as part ofthe Nomination Committee's work, ensure that the Nomination Committeeis informed about the Board's work and need for specific competenceand other circumstances that could be of importance for the NominationCommittee. Individual shareholders shall be entitled to submitproposals for Board members to the Nomination Committee for furtherevaluation within the framework of their work.

that information about the composition of the Nomination Committeebe announced publicly in the Company's third-quarter interim reportand on the Company's website not later than six months prior to theAnnual General Meeting,

that the Nomination Committee shall be entitled to charge theCompany the costs of recruiting consultants if this is considerednecessary to obtain a suitable selection of Board candidates, and thatthe Nomination Committee shall report on its work at the AnnualGeneral Meeting.

Available documents

The Annual Report and auditors' report, the Board's recommendationregarding the proposed profit distribution in accordance with Point 10(b), and the complete proposal for a decision regarding changes to theArticles of Association in accordance with Point 15, will be availablefor shareholders at Alfa Laval AB as of April 13, 2006. Copies of thedocuments will be sent to shareholders requesting such documents andstating their postal addresses. In addition, the documentation will beavailable as of the above date on the Company's website.

Lund, March 2006

ALFA LAVAL AB (publ)

The Board of Directors

This information was brought to you by Waymakerhttp://www.waymaker.net