Alfa Laval : The Nomination Committees reasoned statement.pdf

The Nomination Committee's reasoned statement as regards proposal of Board

of Directors in Alfa Laval AB (publ)

1. Background

In respect of the Annual General Meeting 2022, the Nomination Committee consists of Lennart Francke (Swedbank Robur Fonder), Anna Magnusson (Alecta), Anders Oscarsson (AMF), Finn Rausing (Tetra Laval), Tommi Saukkoriipi (SEB fonder), as well as the Chairman of the Board, Dennis Jönsson. Finn Rausing is the Chairman of the Nomination Committee and Emma Adlerton, General Counsel and Secretary to the Board of Alfa Laval AB, is appointed Secretary to the Nomination Committee. The Nomination Committee has, in respect of the Annual General Meeting 2022, held three formal meetings, which were partly digital, and has also had contact on telephone and by e-mail. The meetings included an evaluation of the composition and competence of the Board of Directors, candidates for next term and compensation to the members of the Board of Directors.

2. Proposal

The Nomination Committee proposes re-election of the Board members Lilian Fossum Biner, Maria Moræus Hanssen, Dennis Jönsson, Henrik Lange, Ray Mauritsson, Finn Rausing, Jörn Rausing and Ulf Wiinberg. Heléne Mellquist has declined re-election.

In addition, the Nomination Committee proposes that Dennis Jönsson is re-appointed as Chairman of the Board of Directors. In case Dennis Jönsson's assignment as Chairman of the Board of Directors end prematurely, the Board of Directors shall appoint a new Chairman within the Board.

As a result of the Nomination Committee's proposal, the Board of Directors will be reduced with one person during the next term and accordingly comprise of eight members elected by the general meeting.

Information on the proposed members of the Board of Directors is presented on Alfa Laval's website, https://www.alfalaval.com/investors/corporate-governance/.

3. Reasoned statement as regards proposal of Board of Directors

In connection with the preparatory work to present a proposal for the Board of Directors, the Nomination Committee has carried out interviews with all members of the Board that are not members of the Nomination Committee. In addition, the Nomination Committee has reviewed the digital evaluation concerning the work of the Board, that has been carried out by the Chairman together with the other members of the Board of Directors. The evaluation focuses on the work procedures of the Board of Directors, the work climate, and the need for specific competence within the Board of Directors. Furthermore, Alfa Laval's CEO has informed the Nomination Committee about the company's operations.

The proposal presented to the Annual General Meeting by the Nomination Committee, has been prepared in accordance with the Nomination Committee instructions, resolved by the 2018 Annual General Meeting of Alfa Laval AB.

The Nomination Committee has aimed for that the proposed Board of Directors comprises of members with a broad operational experience within an industry that is relevant to Alfa Laval as well as within strategic development areas for Alfa Laval. With regard to the company's global operations, the Nomination Committee has strived to propose a Board of Directors that represents an extensive diversity and breadth of experience, knowledge, competence and background. Due to the fact that several new members have been elected to the Board of Directors during the last years, the Nomination Committee has assessed that there is a need for stability in the Board of Directors at this stage.

In considering the proposal for the Board of Directors, the Nomination Committee has applied provision 4.1 in the Swedish Corporate Governance Code (Sw Svensk kod för bolagsstyrning) (the "Code") as diversity policy. In addition, the Nomination Committee has particularly considered the requirements in the Code concerning that an even gender balance within the Board of Directors should be aimed at.

Based on the above, the Nomination Committee has decided to propose re-election of the Board members that are available for re-election. The Nomination Committee's proposal means that the Board of Directors will comprise of eight members elected by the general meeting up until the end of the next Annual General Meeting 2023.

The Nomination Committee's overall assessment is that the proposed Board of Directors, with regard to the company's operations, development phase and other conditions, has an appropriate composition, characterized by diversity and breadth of competence, knowledge and experience which altogether will contribute to a continued economic profitability for Alfa Laval in the future.

It should be noted that in recent years the Nomination Committee has strived for an even gender balance within the Board of Directors in accordance with the ambitions communicated by the Swedish Corporate Governance Board. The proposed Board of Directors consists of two women and six men, which corresponds to a women proportion of 25 percent. This is lower than last year and evidently lower than desired. The strive to reach an even gender balance in the Board of Directors will continue to be prioritized during the coming years.

It is the Nomination Committee's opinion that the proposed Board members can set aside the time required to fulfill their respective Board assignments in Alfa Laval.

The Nomination Committee has, in accordance with the requirements set forth in the Code, discussed the issue concerning the independence of the members of the Board of Directors. The Nomination Committee has assessed that all members proposed to be elected by the general meeting, are independent of the company and the management. Furthermore, the Nomination Committee has assessed that all members to be elected by the general meeting, except for Finn Rausing and Jörn Rausing, are independent of the company's major shareholders. In connection with the assessment of Dennis Jönsson's independence, the Nomination Committee has taken into account that Dennis Jönsson previously has been working in the Tetra Laval Group for many years. The Nomination Committee has noted that it is three years since Dennis Jönsson left his position in the Tetra Laval Group, that he thereafter hasn't had any assignments on behalf of Tetra Laval and that his previous position as CEO was in a line of business that was not involved in the ownership of Alfa Laval. Considering the above, the Nomination

Committee has found that he is to be considered independent in relation to Tetra Laval. Accordingly, the proposal on the composition of the Board of Directors meets applicable requirements of independent Board members as set forth in the Code.

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Lund, Sweden, in March 2022

The Nomination Committee of Alfa Laval AB (publ)