Alfa Laval : EMTN Programme - Programme Manual

PROGRAMME MANUAL

ALFA LAVAL TREASURY INTERNATIONAL AB (PUBL)

EUR 2,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME

Guaranteed by

ALFA LAVAL AB (PUBL)

Allen & Overy LLP

0017972-0000153 UKO2: 2003378773.9

	CONTENTS
Clause		Page
1.	Signed for Identification........................................................................................................................	1
2.	The Programme .....................................................................................................................................	1
3.	Interpretation .........................................................................................................................................	2
4.	Settlement Procedures ...........................................................................................................................	2
5.	Forms of the Notes ................................................................................................................................	3
Schedule
1.	Settlement Procedures for Non-Syndicated Issues of Notes .................................................................	4
2.	Settlement Procedures for Syndicated Issues of Notes..........................................................................	7
3.	Form of Final Terms............................................................................................................................	10
4.	Form of Dealer Accession Letter ........................................................................................................	21
5.	Form of Notice of Increase of Authorised Amount.............................................................................	24
6.	Notice and Contact Details ..................................................................................................................	25
7.	Form of Temporary Global Note.........................................................................................................	27
8.	Form of Permanent Global Note .........................................................................................................	40
9.	Form of Definitive Note ......................................................................................................................	85
10.	Form of Global Registered Note .........................................................................................................	91
11.	Form of Individual Note Certificate ..................................................................................................	134

0017972-0000153 UKO2: 2003378773.9

1. SIGNED FOR IDENTIFICATION

SIGNED for the purposes of identifying this Programme Manual as the Programme Manual referred to in the Programme Documents defined below:

For and on behalf of

ALFA LAVAL TREASURY INTERNATIONAL AB (PUBL) By:

Jan Allde	Henrik G. Welch
For and on behalf of

ALFA LAVAL AB (PUBL)

By:

Jan Allde

Henrik G. Welch

For and on behalf of

BNP PARIBAS SECURITIES SERVICES, LUXEMBOURG BRANCH

By:

DATED:

2. THE PROGRAMME

1. The Programme Documents
   Alfa Laval Treasury International AB (publ) (the Issuer) and Alfa Laval AB (publ) (the Guarantor) have established a Euro Medium Term Note Programme (the Programme) for the issuance of notes (the Notes), in connection with which they have entered into a dealer agreement 9 November 2021 (as supplemented or amended from time to time, the Dealer Agreement) and an issue and paying agency agreement 9 November 2021 (as supplemented or amended from time to time, the Agency Agreement), the Issuer has executed a deed of covenant 9 November 2021 (as supplemented or amended from time to time, the Deed of Covenant) and the Guarantor has executed a deed of guarantee 9 November 2021 (as supplemented or amended from time to time, the Deed of Guarantee).
2. Central Bank of Ireland/Euronext Dublin
   The Issuer has made applications to the Central Bank of Ireland (the Central Bank) for Notes issued under the Programme to be admitted to listing on the official list of the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) and to trading on its regulated market. Notes may also be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or that they will be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.

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1. SIGNED FOR IDENTIFICATION

SIGNED for the purposes of identifying this Programme Manual as the Programme Manual referred to in the Programme Documents defined below:

For and on behalf of

ALFA LAVAL TREASURY INTERNATIONAL AB (PUBL) By:

For and on behalf of

ALFA LAVAL AB (PUBL) By:

For and on behalf of

BNP PARIBAS SECURITIES SERVICES, LUXEMBOURG BRANCH

By:	Ü·¹·¬¿´´§ -·¹²»¼ ¾§ ìïðìéì
	Ü¿¬»æ îðîïòïïòðç ðçæëëæëì	Ü·¹·¬¿´´§ -·¹²»¼
	õðïùððù	¾§ ìëíèîï
DATED:		Ü¿¬»æ îðîïòïïòðç
	ïðæðêæïì õðïùððù

2. THE PROGRAMME

1. The Programme Documents
   Alfa Laval Treasury International AB (publ) (the Issuer) and Alfa Laval AB (publ) (the Guarantor) have established a Euro Medium Term Note Programme (the Programme) for the issuance of notes (the Notes), in connection with which they have entered into a dealer agreement 9 November 2021 (as supplemented or amended from time to time, the Dealer Agreement) and an issue and paying agency agreement 9 November 2021 (as supplemented or amended from time to time, the Agency Agreement), the Issuer has executed a deed of covenant 9 November 2021 (as supplemented or amended from time to time, the Deed of Covenant) and the Guarantor has executed a deed of guarantee 9 November 2021 (as supplemented or amended from time to time, the Deed of Guarantee).
2. Central Bank of Ireland/Euronext Dublin
   The Issuer has made applications to the Central Bank of Ireland (the Central Bank) for Notes issued under the Programme to be admitted to listing on the official list of the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) and to trading on its regulated market. Notes may also be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or that they will be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.

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2.3 Base Prospectus

In connection with the Programme, the Issuer and the Guarantor have prepared a base prospectus dated 9 November 2021 which has been approved by the Central Bank as a base prospectus issued in compliance with Regulation (EU) 2017/1129 (the Prospectus Regulation).

Notes issued under the Programme may be issued either (a) pursuant to the Base Prospectus describing the Programme and Final Terms describing the final terms of the particular Tranche of Notes or (b) pursuant to a prospectus (the Drawdown Prospectus) which may be constituted either

(i) by a single document or (ii) by a registration document and a securities note (the Securities Note) which relates to a particular Tranche of Notes to be issued under the Programme.

3. INTERPRETATION

1. Definitions
   In this Programme Manual, the Dealer Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and the Base Prospectus are together referred to as the Programme Documents. All terms and expressions which have defined meanings in the Programme Documents shall have the same meanings in this Programme Manual except where the context requires otherwise or unless otherwise stated.
2. Construction
   All references in this Programme Manual to an agreement, instrument or other document (including the Dealer Agreement, the Deed of Covenant, the Deed of Guarantee, the Base Prospectus and each Drawdown Prospectus (if any)) shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, replaced or novated from time to time.
3. Legal Effect
   This Programme Manual is not intended to create legal relations between any of the parties referred to in it or signing it for the purposes of identification. It is intended to illustrate certain ways in which the provisions of the Programme Documents can operate, and to contain suggested forms of certain documents which may be created during the existence of the Programme, but is not intended to affect the construction of any of the Programme Documents. In the case of any conflict between any of the provisions of this Programme Manual and any of the provisions of the Programme Documents, the provisions of the Programme Documents shall prevail.

4. SETTLEMENT PROCEDURES

1. Non-syndicatedissues of Notes
   The settlement procedures set out in Schedule 1 (Settlement Procedures for Non-Syndicated Issues of Notes) shall apply to each non-syndicated issue of Notes unless otherwise agreed between the Issuer, the Guarantor and the Relevant Dealer.
2. Syndicated issues of Notes
   The settlement procedures set out in Schedule 2 (Settlement Procedures for Syndicated Issues of Notes) shall apply to each syndicated issue of Notes unless otherwise agreed between the Issuer, the Guarantor and the Relevant Dealers.

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