Notice of Annual General Meeting

Gothenburg, 25 March 2013: Notice is hereby given that the Annual General
Meeting of Aktiebolaget SKF will be held at SKF Kristinedal, Byfogdegatan 4,
Göteborg, Sweden, at 13.00 on Friday, 26 April 2013. The doors are open from
11.00.

Annual General Meeting
For the right to participate at the meeting, shareholders must be recorded in
the shareholders' register kept by Euroclear Sweden AB by Friday, 19 April 2013
and must notify the company at the latest on Monday, 22 April 2013 by letter to
AB SKF, c/o Computershare AB, Box 610, SE-182 16 Danderyd, Sweden, or via the
company's website www.skf.com, or by phone +46 31 337 25 50 (between 09.00 and
16.00). When notifying the company, preferably in writing, this should include
details of name, address, telephone number, registered shareholding and
advisors, if any. Where representation is being made by proxy, the original of
the proxy form shall be sent to the company before the annual general meeting.
Shareholders whose shares are registered in the name of a trustee must have the
shares registered temporarily in their own name in order to take part in the
meeting. Any such re-registration for the purpose of establishing voting rights
shall take place so that the shareholder is recorded in the shareholders’
register by Friday, 19 April 2013. This means that the shareholder should give
notice of his/her wish to be included in the shareholders' register to the
trustee well in advance before that date.

Shareholders that have registered according to the above are invited to visit
the exhibition on the company’s business that is presented next to the location
of the meeting. Please note that this year refreshments will be served prior to
the Annual General Meeting. The refreshments will be served between 11.00 and
12.30.

Agenda
1. Opening of the Annual General Meeting.
2. Election of a Chairman for the meeting.
3. Drawing up and approval of the voting list.
4. Approval of agenda.
5. Election of persons to verify the minutes.
6. Consideration of whether the meeting has been duly convened.
7. Presentation of annual report and audit report as well as consolidated
accounts and audit report for the Group.
8. Address by the President.
9. Matter of adoption of the income statement and balance sheet and consolidated
income statement and consolidated balance sheet.
10. Resolution regarding distribution of profits.
11. Matter of discharge of the Board members and the President from liability.
12. Determination of number of Board members and deputy members.
13. Determination of fee for the Board of Directors.
14. Election of Board members and deputy Board members including Chairman of the
Board of Directors.
15. Determination of number of auditors and deputy auditors.
16. Determination of fee for the auditors.
17. The Board of Directors’ proposal concerning amendment of the Articles of
Association.
18. Election of auditors and deputy auditors.
19. The Board of Directors' proposal for a resolution on principles of
remuneration for Group Management.
20. The Board of Directors' proposal for a resolution on SKF’s Performance Share
Programme 2013.
21. The Board of Directors' proposal for an authorization to the Board of
Directors to decide upon the repurchase of the company's own shares for the
period until the next Annual General Meeting.
22. Resolution regarding Nomination Committee.

Proposal under item 10
The Board of Directors proposes a dividend for the financial year 2012 of SEK
5.50 per share. It is proposed that shareholders with holdings recorded on
Thursday, 2 May 2013 be entitled to receive the proposed dividend. Subject to
resolution by the Annual General Meeting in accordance with this proposal, it is
expected that Euroclear will distribute the dividend on Tuesday, 7 May 2013.

Proposals under items 2, 12, 13, 14, 15, 16 and 18
The Nomination Committee formed according to a resolution of the Annual General
Meeting 2012 consists of, besides the Chairman of the Board of Directors,
representatives of Foundation Asset Management, Alecta, Swedbank Robur funds and
Skandia Liv, shareholders who together represent more than 40% of the votes of
the total number of company shares. The Nomination Committee has informed the
company that it proposes:

• that Leif Östling is elected Chairman of the Annual General Meeting;

• that the Board of Directors shall consist of nine members and no deputy
members;

• that the Board of Directors for the period up to the end of the next Annual
General Meeting, receive a fee according to the following:

a) a firm allotment of SEK 4,087,500 to be distributed with SEK 1,200,000 to the
Chairman of the Board of Directors and with SEK 412,500 to each of the other
Board members elected by the Annual General Meeting and not employed by the
company;

b) a variable allotment corresponding to the value, calculated as below, of the
number of shares in the company of series B the value of which after the Annual
General Meeting shall amount to SEK 400,000 to be received by the Chairman and
the number of shares in the company of series B the value of which after the
Annual General Meeting shall amount to SEK 137,500 to be received by each of the
other Board members; and

c) an allotment for committee work of SEK 765,000 to be distributed with SEK
175,000 to the chairman of the Audit Committee, with SEK 125,000 to each of the
other members of the Audit Committee, with SEK 100,000 to the chairman of the
Remuneration Committee and with SEK 80,000 to each of the other members of the
Remuneration Committee.

A prerequisite for obtaining an allotment is that the Board member is elected by
the Annual General Meeting and not employed by the company.

When deciding upon the variable allotment, (i) the number of shares shall be
determined by dividing the amount in b) above with the average latest payment
rate of a share of series B according to the quotations on the NASDAQ OMX
Stockholm AB during the five trading days immediately following the day on which
the share is traded without any right to receive dividend in 2013 and (ii) the
value of a share of series B shall be determined at the average latest payment
rate according to the quotations on the NASDAQ OMX Stockholm AB during the five
trading days after publication of the company’s press release for the financial
year 2013;

• re-election of the Board members Leif Östling, Ulla Litzén, Tom Johnstone,
Lena Treschow Torell, Peter Grafoner, Lars Wedenborn, Joe Loughrey, Jouko
Karvinen and Baba Kalyani. Winnie Fok has declined re-election. Leif Östling is
proposed to be the Chairman of the Board of Directors;

• that an auditor without deputy auditor shall be appointed;

• that the auditor is paid for work performed according to approved invoice; and

• that PWC is newly elected as auditor until the close of the Annual General
Meeting 2017.


Proposal under item 17
With reference to the Nomination Committee’s proposal concerning the auditor’s
term of office and for the purpose of aligning the Articles of Association to
the Swedish Companies Act, the Board of Directors proposes that the Annual
General Meeting decides that article 9 of the Articles of Association be amended
as follows:

Existing wording
§ 9
The Company shall have one or two auditors and a maximum of two deputy auditors.

Proposed wording
§ 9
The Company shall have one or two auditors and a maximum of two deputy auditors.

The appointment as auditor shall apply until the close of the Annual General
Meeting that is held during the fourth financial year after the election of the
auditor.

Proposal under item 19
The Board of Directors has decided to submit the following principles of
remuneration for SKF’s Group Management to the Annual General Meeting.

Group Management is defined as the President and the other members of the
management team.

The Board of Directors’ proposal is that the remuneration of Group Management
members shall be based on market competitive conditions and at the same time
support the shareholders' best interests. The total remuneration package for a
Group Management member shall primarily consist of fixed salary, variable
salary, performance shares, pension benefits, conditions for notice of
termination and severance pay, and other benefits such as a company car. The
objective of the principles of remuneration is to ensure that the SKF Group can
attract and retain the best people in order to support the SKF Group's mission
and business strategy.

The fixed salary shall be at a market competitive level. Competence,
responsibility and performance shall be taken into account when the fixed salary
is established.

The variable salary runs according to a performance-based program and the
maximum variable salary is capped at a certain percentage of the fixed annual
salary varying between 40 and 70%.

The Board of Directors proposes that a decision be taken at the Annual General
Meeting on SKF’s Performance Share Programme 2013. The programme is proposed to
cover not more than 310 senior managers and key employees in the SKF Group with
an opportunity to be allotted, free of charge, SKF B shares. (See further item
20 below.)

SKF strives to establish pension plans based on defined contribution models.

A Group Management member may terminate his/her employment by giving six months'
notice. In the event of termination of employment at the request of the company,
employment shall cease immediately. A severance payment related to the number of
years’ service shall, however, in this case be paid out, provided that it shall
always be maximized to two years' fixed salary.

The Board of Directors also proposes that the Annual General Meeting resolves to
authorize the Board of Directors to, in certain cases, deviate from the
principles of remuneration decided by the Annual General Meeting.

Proposal under item 20
Background
At the Annual General Meeting in 2008 the SKF Group introduced a long-term
performance share programme for senior managers and key employees (SKF’s
Performance Share Programme 2008). Since 2008 the Annual General Meeting has
resolved each year upon a performance share programme. In essence, all the
programmes are on the same terms and conditions.

SKF’s Performance Share Programme 2013
The Board proposes, in order to continue to link the interests of the
participants and the shareholders long-term, that a decision be taken at the
Annual General Meeting on SKF’s Performance Share Programme 2013. The terms and
conditions of the proposed SKF’s Performance Share Programme 2013 are in essence
the same as the terms and conditions of SKF’s previous performance share
programmes.

The programme is proposed to cover not more than 310 senior managers and key
employees in the SKF Group with an opportunity to be allotted, free of charge,
SKF B shares in accordance with the following principal terms and guidelines.

Under the programme, not more than in total 1,000,000 SKF B shares may be
allotted. The number of shares that may be allotted must be related to the
degree of achievement of the Total Value Added (TVA) target level, as defined by
the Board of Directors, for the financial year 2013, and the TVA development for
the financial year 2015 compared to the financial year 2013. TVA is a
simplified, economic value-added model promoting greater operating profit,
capital efficiency and profitable growth. TVA is the operating profit, less the
pre-tax cost of capital in the country in which the business is conducted.

Based on the TVA for the financial year 2013, the participants of the programme
may be preliminarily allotted a number of shares per person, however, not
exceeding the following number of shares per person within the various key
groups:

CEO and President – 10,000 shares
Business area Presidents and Executive Vice President – 5,000 shares
Other members of Group Management – 3,500 shares
Managers of large business units and other senior managers – 1,250 - 1,800
shares

Following the expiry of the financial year 2015 a comparison is made between TVA
for the financial year 2013 and TVA for the financial year 2015. The development
in TVA between the two financial years is set out in percentage. Final allotment
of shares is established by the preliminary number of allotted shares being
multiplied with the percentage development in TVA. If the development is
positive the participants will thus receive an increased number of shares in
final allotment compared to the number preliminary allotted, whereas if the
development is negative the participants will receive a decreased number of
shares in final allotment compared to the number preliminary allotted. Final
allotment may, however, never exceed 200% of the preliminarily allotted number
of shares per person. The participants in the programme may thus in final
allotment receive not more than the following number of shares per person within
the various key groups:

CEO and President – 20,000 shares
Business area Presidents and Executive Vice President – 10,000 shares
Other members of Group Management – 7,000 shares
Managers of large business units and other senior managers – 2,500 - 3,600
shares

The participants shall not provide any consideration for their rights under the
programme.

Participants shall receive compensation in cash equal to the dividend paid out
during the three year calculation period.

Allotment of shares normally requires that the persons covered by the programme
are employed in the SKF Group during the entire calculation period. If all the
conditions included in SKF’s Performance Share Programme 2013 are met, allotment
of shares shall be made free of charge following the expiry of the three year
calculation period, i.e. during 2016.

The Board of Directors is furthermore entitled to introduce an alternative
incentive solution for employees in countries where participation in SKF’s
Performance Share Programme 2013 is not appropriate. Such alternative incentive
solution shall, as far as practicable, be formulated employing the same
conditions as SKF’s Performance Share Programme 2013.

The company has 455,351,068 shares as per 31 January, 2013. In order to comply
with the obligations of SKF’s Performance Share Programme 2013, a maximum number
of 1,000,000 B shares are required corresponding to approximately 0.2% of the
total number of outstanding shares.

Assuming maximum allocation under SKF’s Performance Share Programme 2013 and a
share price of SEK 140, the cost, including social security cost, is estimated
at approximately SEK 168 million. On the basis of a share price of SEK 180, the
cost, including social security cost, is estimated at approximately SEK 216
million. In addition the administrative costs are estimated at approximately SEK
2 million.

The Board of Directors does not propose for the time being to take any action to
hedge the SKF Group’s obligations under the programme. Delivery of shares under
the programme shall not take place until 2016.

Majority requirements
A valid resolution in respect of the Board of Directors’ proposal at the Annual
General Meeting requires that the resolution be supported by shareholders with
more than half of the votes cast or, in the event of a tied vote, through the
Chairman exercising his casting vote.

Proposal under item 21
The Board of Directors proposes that the Annual General Meeting resolves to
authorize the Board of Directors to decide upon the repurchase of the company's
own shares for the period until the next Annual General Meeting. The
authorization is proposed to embrace shares of series A as well as series B.

The shares may be repurchased by operations on the NASDAQ OMX Stockholm AB. The
total amount of shares that can be repurchased, at the most, is so many shares
that the company thereafter holds a maximum of 5% of all shares issued by the
company.

A repurchase on the NASDAQ OMX Stockholm AB may only be made within the band of
prices applying on the exchange. This band of prices pertains to the range
between the highest purchase price and the lowest selling price. A repurchase
shall be made in accordance with the provisions concerning the purchase and sale
of a company's own shares set out in the rules issued by NASDAQ OMX Stockholm
AB.

The shares shall be paid in cash and repurchase of shares may be made on one or
more occasions.

The purpose of the proposal is to be able to adapt the capital structure of the
company to the capital needs of the company and in order thereby to contribute
to an increased shareholder value.

To the extent shares are repurchased based on a possible Annual General Meeting
authorization, the Board of Directors intends to propose to cancel such own
shares through reduction of the share capital.

Proposal under item 22
The Nomination Committee has informed the company that it will propose
to the Annual General Meeting to resolve:

1. that the company shall have a Nomination Committee formed by one
representative of each one of the four major shareholders with regard to the
number of votes held as well as the Chairman of the Board of Directors. When
constituting the Nomination Committee, the shareholdings on the last banking day
in August 2013 will determine which shareholders are the largest with regard to
the number of votes held. The names of the four shareholder representatives will
be published as soon as they have been elected, however not later than six
months before the Annual General Meeting in 2014. The Nomination Committee shall
remain in office until a new Nomination Committee has been appointed;

2. in the event that the shareholder the member represents would no longer be
one of the four major shareholders with regard to the number of votes held, such
member, if the Nomination Committee so deems appropriate, may resign and a
representative of the shareholder next in turn size-wise with regard to the
number of votes held be offered the opportunity of being elected in his/her
place;

and in the event that a shareholder representative no longer represents the
shareholder, the shareholder is asked to elect a new representative to become a
member of the Nomination Committee;

3. that the Nomination Committee is to furnish proposals on the following
matters to be presented to, and resolved by, the Annual General Meeting in 2014:

a) proposal for Chairman of the Annual General Meeting
b) proposal for Board of Directors
c) proposal for Chairman of the Board of Directors
d) proposal for fee to the Board of Directors
e) proposal for fee to the auditor
f) proposal for a Nomination Committee ahead of the Annual General Meeting of
2015; and

4. that the Nomination Committee, when performing its duties, will fulfil the
tasks that rest upon the Nomination Committee under the Swedish Code of
Corporate Governance, among other things to supply the company with certain
information in order to enable the company to fulfil its information obligation
under the code.

_______________

Number of shares and votes, and documentation
When this notice is issued, the total number of shares in the company are
455,351,068, represented by 42,420,300 series A shares and 412,930,768 series B
shares, with a total number of votes of 83,713,377. The company holds no own
shares.

The Board of Directors’ complete proposal according to item 19, 20 and 21 of the
agenda and the Board of Directors’ statement pursuant to Chapter 19, Section 22
of the Swedish Companies Act are available at the company and at the company’s
homepage, www.skf.com, and will be sent to shareholders who request this and
state their address.

Information at the Annual General Meeting etc.
The Board of Directors and the President shall, upon request by any shareholder
and where the Board of Directors believes that it may take place without
significant harm to the company, provide information in respect of any
circumstances which may affect the assessment of a matter on the agenda, any
circumstances which may affect the assessment of the company’s or a subsidiary’s
financial position and the company’s relationship to other group companies.
Anyone who wishes to dispatch questions in advance may do so to AB SKF, Att.
General Counsel, SE-415 50 Göteborg, Sweden, or by e-mail: chairman@skf.com.

SKF's web-based financial report in English was made public on 12 March 2013.

Proxy forms will be available at the company’s homepage, www.skf.com, and may
also be requested by letter to AB SKF, c/o Computershare AB, Box 610, SE-182 16
Danderyd, Sweden or by phone +46 31 337 25 50.

Gothenburg in March 2013
Aktiebolaget SKF
(publ)

The Board of Directors

Visit SKF's factory in Gamlestaden, Gothenburg
Shareholders are welcome to visit SKF's factory in Gamlestaden, Gothenburg, in
connection with the AGM, directly after the close of the AGM, alternatively on 2
May 2013 at 13.30. Please inform the company that you wish to take part in a
visit at the same time as you notify that you will be attending the AGM. Please
note that the number of participants is limited.
For further information, please contact:
MEDIA HOTLINE: 46 31 337 2400

PRESS: Rebecca Janzon, Director, Press Relations
tel: 46 31 337 3880, mobile: 46 727-173880, e-mail: rebecca.janzon@skf.com

INVESTOR RELATIONS: Marita Björk, Head of Investor Relations
tel: 46 31-337 1994, mobile: 46 705-181994, e-mail: marita.bjork@skf.com
SKF is a leading global supplier of
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n) which include technical support, maintenance and reliability services,
engineering consulting and training. SKF is represented in more than 130
countries and has around 15,000 distributor locations worldwide. Annual sales in
2012 were SEK 64,575 million and the number of employees was 46,775. www.skf.com

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