ASSA ABLOY : Annual General Meeting in ASSA ABLOY AB

             ASSA ABLOY : 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 Thursday 25 April 2013 at 3.00 p.m., at Moderna
Museet, Skeppsholmen, Stockholm.

Notice of Attendance etc.

Shareholders who wish to attend the Annual General Meeting must:

  *be recorded in the share register kept by Euroclear Sweden AB on Friday 19
    April 2013, and
  *notify the company of their intent to attend no later than Friday 19 April
    2013. Notice of attendance can be given onwww.assabloy.com, by telephone
    +46 8 506 485 14 or in writing by mail to ASSA ABLOY AB, Annual General
    Meeting, P.O. Box 7842, SE-103 98 Stockholm, Sweden.

When giving notice of attendance,  the shareholder shall state name,  personal 
or corporate  identification  number,  address, telephone  number,  number  of 
shares and names of assistants attending, if any. The information given in the
notice of attendance will be data  processed and used only in connection  with 
the Annual  General  Meeting  2013. An  entrance  card,  to be  shown  at  the 
registration for the Annual General Meeting,  will be sent as confirmation  of 
the notice of attendance.

Shareholders whose  shares are  nominee  registered through  a bank  or  other 
nominee, must, in addition of giving notice of attendance, request that their
shares be temporarily registered in their own name in the share register  kept 
by Euroclear Sweden AB in order to have the right to attend the Annual General
Meeting. Such registration  must be  effected on  Friday, 19  April 2013,  and 
shareholders should inform their bank or other nominee well in advance of this
date. If  participation  is  by  proxy,  the  proxy  should  be  submitted  in 
connection with the notice of attendance and must be presented in original  at 
the latest  at  the Annual  General  Meeting.  Proxy forms  are  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 Audit Report as well as the Consolidated
        Accounts and the Audit Report for the Group,
    b)  the Group Auditor's Report regarding whether there has been compliance
        with the remuneration guidelines adopted on the 2012 Annual General
        Meeting,
    c)  the Board of Directors proposal regarding distribution of earnings and
        motivated statement.
9.  Resolutions regarding:
    a)  adoption of the Statement of Income and the Balance Sheet as well as
        the Consolidated Statement of Income and the Consolidated Balance
        Sheet,
    b)  dispositions of the company's profit according to the adopted Balance
        Sheet,
    c)  discharge from liability of the members of the Board of Directors and
        the CEO.
10. Determination of the number of members of the Board of Directors.
11. Determination of fees to the Board of Directors and Auditors.
12. Election of the Board of Directors, Chairman of the Board of Directors and
    Vice Chairman of the Board of Directors.
13. Election of members of the Nomination Committee and determination of the
    assignment of the Nomination Committee.
14. Resolution regarding guidelines for remuneration to senior management.
15. Resolution regarding authorisation to repurchase and transfer Series B
    shares in the company.
16. Resolution regarding long term incentive programme.
17. Closing of the Meeting.

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

Item 9  b) -  Disposition of  the company's  profit according  to the  adopted 
Balance Sheet
The Board of Directors proposes  a dividend of SEK  5.10 per share. As  record 
date for the dividend, the Board of Directors proposes Tuesday 30 April  2013. 
Subject to resolution  by the Annual  General Meeting in  accordance with  the 
proposal, the dividend is expected to be distributed by Euroclear Sweden AB on
Monday 6 May 2013.

Items 10-12  -  Determination  of  the  number of  members  of  the  Board  of 
Directors, determination of fees to the Board of Directors and the Auditors as
well as election of the Board of Directors, Chairman of the Board of Directors
and Vice Chairman of the Board of Directors
The Nomination Committee proposes that the Annual General Meeting resolves  as 
follows.

- The number of members of the Board of Directors shall be eight.

- Fees to the Board of Directors shall remain unchanged in relation to the
previous year and amount to a total of SEK 4,600,000 (remuneration for
committee work not included) to be distributed among the members of the Board
of Directors as follows; SEK 1,350,000 to the Chairman, SEK 750,000 to the
Vice Chairman and SEK 500,000 to each of the other members of the Board of
Directors appointed by the Annual General Meeting and not employed by the
company. As remuneration for the committee work, the Chairman of the Audit
Committee is to receive SEK 200,000, the Chairman of the Remuneration
Committee SEK 100,000, members of the Audit Committee (the Chairman excluded)
SEK 100,000, and members of the Remuneration Committee (the Chairman
excluded) SEK 50,000.

- Fees to the Auditors according to contract.

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

- Re-election of Lars Renström as Chairman of the Board of Directors and Carl
Douglas as Vice Chairman of the Board of Directors.

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

- The  Nomination Committee  shall consist  of five  members, who,  up to  and 
including the Annual General Meeting 2014, shall be Gustaf Douglas (Investment
AB Latour),  Mikael Ekdahl  (Melker Schörling  AB), Liselott  Ledin  (Alecta), 
Marianne Nilsson (Swedbank Robur fonder) and Johan Strandberg (SEB  fonder/SEB 
Trygg Liv).  Gustaf Douglas  shall  be appointed  Chairman of  the  Nomination 
Committee.

- If  a  shareholder represented  by  one of  the  members of  the  Nomination 
Committee ceases to  be among  the major shareholders  of ASSA  ABLOY AB,  the 
Nomination Committee shall  be entitled to  appoint another representative  of 
one of the major shareholders to replace such a member. The same applies if  a 
member of the Nomination Committee ceases to be employed by such a shareholder
or leaves the Nomination Committee before the Annual General Meeting 2014  for 
any other reason.

- The  Nomination Committee  shall, before  the Annual  General Meeting  2014, 
prepare and submit proposals for; election  of Chairman of the Annual  General 
Meeting, election of Chairman,  Vice Chairman, other members  of the Board  of 
Directors and  auditor  as well  as  fees to  the  auditor and  the  Board  of 
Directors (including distribution  of fees among  the Chairman, Vice  Chairman 
and the other members of the Board of Directors and remuneration for committee
work).

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

The basic principle is that  the remuneration and other employment  conditions 
should be  in line  with  market conditions  and  be 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 per cent of the basic salary (excluding social security costs).

In addition, the Executive Team should,  within the framework of the Board  of 
Directors' proposal for a  long term incentive program,  in Item 16, have  the 
opportunity to receive variable  remuneration in the form  of shares based  on 
the outcome in relation to  a range determined by  the Board of Directors  for 
the performance of  earnings per  share during 2013.  This remuneration  model 
also includes the right, when purchasing  a share, to receive a free  matching 
share from the company under  certain conditions. This remuneration shall,  if 
the share price  is unchanged, be  equivalent to  maximum 75 per  cent of  the 
basic salary (excluding social security costs).

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 six months' basic  salary and other employment benefits plus  an 
additional 12 months' basic salary.

The Board of Directors 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 authorisation to repurchase and transfer Series
B shares in the company
The Board of Directors proposes that the Annual General Meeting 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 
Annual General Meeting. 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 Annual General  Meeting 
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  Annual  General  Meeting,  on  NASDAQ  OMX  Stockholm  or  in 
connection with acquisitions of companies or businesses. Transfers of Series B
shares on NASDAQ  OMX Stockholm may  only occur  at a price  within the  share 
price interval registered at that  time. 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,  among other  things, to  make possible  the 
ability to  continuously adapt  the company's  capital structure  and  thereby 
contribute to increased shareholder  value, to be  able to exploit  attractive 
acquisition opportunities  by fully  or partly  financing 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.

The proposal in Item 15 requires  an approval of shareholders representing  at 
least two-thirds of  both the shares  and number of  votes represented at  the 
Annual General Meeting to be valid.

Item 16 - Resolution  regarding the Board of  Directors proposal of long  term 
incentive programme
The Board of Directors  proposes that the Annual  General Meeting resolves  to 
implement a new long  term incentive programme for  senior executives and  key 
employees within the ASSA ABLOY Group  ("LTI 2013") mainly in accordance  with 
the following.

LTI 2013 is  proposed to include  approximately 90 senior  executives and  key 
employees within the ASSA ABLOY Group. LTI 2103 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 2013  is to retain and  recruit competent employees to  the 
Group, provide  competitive remuneration  and to  align the  interests of  the 
senior executives and key employees with the interests of the shareholders. In
light of the above, the Board of Directors believes that implementation of LTI
2013 will  have  a  positive  effect  on the  development  of  the  Group  and 
consequently that LTI  2013 is  beneficial to  both the  shareholders and  the 
company.

The participation  in LTI  2013  of employees  who  have not  participated  in 
previous LTI programs is  subject to renunciation  of customary salary  review 
for the year 2013.

For each Series B share the CEO  purchases under LTI 2013, 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 2013,  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 2013, 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, with some exceptions, at the time of release of ASSA
ABLOY's interim report for  the first quarter 2016,  still is employed by  the 
ASSA ABLOY Group and has maintained the shares purchased under LTI 2013.  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  2013, as defined by  the Board of Directors,  shall 
have been fulfilled  for full  allotment of Series  B shares.  The awards  are 
non-transferable.

The Board of Directors shall be  responsible for preparing the detailed  terms 
and conditions  of  LTI 2013,  in  accordance  with the  mentioned  terms  and 
guidelines. To this  end, the  Board of Directors  shall be  entitled to  make 
adjustments to meet foreign regulations or market conditions.

LTI 2013 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   annual  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  that 
the participant, with some  exceptions, still is  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  2013, 
depends on the share  price for the  company's Series B share  at the time  of 
allotment of awards  under LTI  2013. Provided that  the share  price for  the 
company's Series B share is traded at around SEK 260 at the time of  allotment 
of awards  under  LTI  2013, LTI  2013  will,  in accordance  with  the  above 
principles and assumptions, comprise maximum 245,000 Series B shares in total,
which corresponds  to approximately  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 2013  is estimated to  approximately SEK  59 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 
2013, 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 2013.

Shares and votes
The total number of shares in the company at the time for the notification  to 
the Annual General Meeting amount  to 370,858,778 shares, of which  19,175,323 
are shares of Series A and 351,683,455 shares of Series B, which is equivalent
to a total  of 543,436,685 votes.  ASSA ABLOY is  holding at the  time of  the 
notification to the Annual  General Meeting, 600,000 own  shares of Series  B, 
corresponding to  600,000 votes  that may  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
circumstances which may affect the company's financial position.

Additional Information
The Annual Report and the Audit Report and the other documents concerning
Items 8-16 above will be available at the company and on the company website
www.assaabloy.com latest on 4 April 2013. Copies of the documents will be sent
free of charge to shareholders who so request and state their address and will
also be available at the Annual General Meeting.

                                   Welcome!
                           Stockholm in March 2013
                            The Board of Directors
                             ASSA ABLOY AB (publ)

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Source: ASSA ABLOY via Thomson Reuters ONE
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