Annual General Meeting of AB Volvo

AB Volvo’s Annual General Meeting will take place on Wednesday, April 1, 2015 at
3.00 p.m. at Konserthuset, Götaplatsen, in Göteborg.
Shareholders who wish to participate at the Annual General Meeting must be
recorded as a shareholder in AB Volvo’s share register on March 26, 2015 and
must also give notice of their intention to participate at the Meeting to AB
Volvo no later than March 26, 2015.

Notice of intention to participate at the Meeting may be given from March 2,
2015 by telephone to +46 8 402 90 76, or by mail addressed to AB Volvo (publ),
“AGM”, P O Box 7841, SE-103 98 Stockholm, Sweden, or directly on AB Volvo’s
website: www.volvogroup.com. Please note that notice of intention to participate
could be given per telephone no later than 4.00 p.m. on March 26, 2015.

Media wishing to participate at the Meeting can notify their intention to Media
Relations, AB Volvo, at +46 31 323 72 29.

The notice to attend the Annual General Meeting follows below.

Welcome!
AB Volvo

February 26, 2015

For more news from the Volvo Group, visit http://www.volvogroup.com/globalnews.

The Volvo Group is one of the world’s leading manufacturers of trucks, buses,
construction equipment and marine and industrial engines. The Group also
provides complete solutions for financing and service. The Volvo Group, which
employs about 100,000 people, has production facilities in 19 countries and
sells its products in more than 190 markets. In 2014 the Volvo Group’s sales
amounted to about SEK 283 billion and is listed on Nasdaq Stockholm. For more
information, please visit www.volvogroup.com or www.volvogroup.mobi if you are
using your mobile phone.

Translation of Swedish original

ANNUAL GENERAL MEETING OF AB VOLVO (publ)

AB Volvo (publ) hereby gives notice to attend the Annual General Meeting at
Konserthuset, Götaplatsen, Göteborg, Wednesday, April 1, 2015, at 3.00 p.m.
Registration to the Annual General Meeting starts at 1.30 p.m.

Proposed agenda

Matters:

1.                   Opening of the Meeting

2.                   Election of Chairman of the Meeting

3.                   Verification of the voting list

4.                   Approval of the agenda

5.                   Election of minutes-checkers and vote controllers

6.                   Determination of whether the Meeting has been duly convened

7.                   Presentation of the work of the Board and Board committees

8.                   Presentation of the Annual Report and the Auditor’s Report
as well as the Consolidated Accounts and the Auditor’s Report on the
Consolidated Accounts. In connection therewith, speech by the President

9.                   Adoption of the Income Statement and Balance Sheet and the
Consolidated Income Statement and Consolidated Balance Sheet

10.                 Resolution in respect of the disposition to be made of the
Company’s profits

11.                 Resolution regarding discharge from liability of the members
of the Board and of the President

12.                 Determination of the number of members and deputy members of
the Board of Directors to be elected by the Meeting

13.                 Determination of the remuneration to be paid to the Board
members

14.                 Election of the Board members and Chairman of the Board

15.                 Election of members of the Election Committee

16.                 Resolution on the adoption of a Remuneration Policy for
senior executives

Motions

Point 2: The Election Committee proposes Sven Unger, Attorney at law, to be the
Chairman of the Meeting.

Point 10: The Board of Directors proposes payment of a dividend of SEK 3.00 per
share. Tuesday, April 7, 2015, is proposed as the record date to receive the
dividend. If the Annual General Meeting resolves in accordance with the
proposal, payment of the dividend is expected to be performed through Euroclear
Sweden AB on Friday, April 10, 2015.

Point 12: The Election Committee proposes ten members and no deputy members.

Point 13: The Election Committee proposes that the Board remuneration remains
unchanged, meaning that the Chairman of the Board is awarded SEK 3,250,000 and
each of the other Board members elected by the Annual General Meeting SEK
950,000 with the exception of the President. Furthermore, the Election Committee
proposes that the remuneration for Board Committee work remains unchanged,
meaning that the Chairman of the Audit Committee is awarded SEK 300,000 and the
other members of the Audit Committee SEK 150,000 each and that the Chairman of
the Remuneration Committee is awarded SEK 125,000 and the other members of the
Remuneration Committee SEK 100,000 each.

Point 14: Jean-Baptiste Duzan will not stand for re-election. The Election
Committee proposes re-election of Matti Alahuhta, James W. Griffith, Kathryn V.
Marinello, Hanne de Mora, Anders Nyrén, Olof Persson, Carl-Henric Svanberg and
Lars Westerberg. The Election Committee proposes new election of Martina Merz
and Eckhard Cordes. The Election Committee further proposes re-election of Carl
-Henric Svanberg as Chairman of the Board. A presentation of the candidates
proposed by the Election Committee is available on AB Volvo’s website;
www.volvokoncernen.se or www.volvogroup.com.

Point 15: The Election Committee proposes that Carl-Olof By, representing AB
Industrivärden, Lars Förberg, representing Cevian Capital, Yngve Slyngstad,
representing Norges Bank Investment Management, Håkan Sandberg, representing
Svenska Handelsbanken, SHB Pension Fund, SHB Employee Fund, SHB Pensionskassa
and Oktogonen, and the Chairman of the Board of Directors are elected members of
the Election Committee and that no fees are paid to the members of the Election
Committee.

Point 16: The Board of Directors proposes that the Annual General Meeting
resolves to adopt the following Remuneration Policy for senior executives.

This Policy concerns the remuneration and other terms of employment for the
Volvo Group Executive Team. The members of the Volvo Group Executive Team,
including the President and any possible Deputy President, are in the following
referred to as the “Executives”.

This Policy will be valid for employment agreements entered into after the
approval of the Policy by the Annual General Meeting and for changes made to
existing employment agreements thereafter.

1       Guiding principles for remuneration and other terms of employment

          The guiding principle is that the remuneration and the other terms of
employment for the Executives shall be competitive in order to ensure that the
Volvo Group can attract and retain competent Executives.

The Annual Report 2014 sets out details on the total remuneration and benefits
awarded to the Executives during 2014.

2       The principles for fixed salaries

The Executive’s fixed salary shall be competitive and based on the individual
Executive’s responsibilities and performance.

3       The principal terms of variable salary and incentive schemes, including
the relation between fixed and variable components of the remuneration and the
linkage between performance and remuneration

The Executives may receive variable salaries in addition to fixed salaries. The
variable salary may, as regards the President, amount to a maximum of 75% of the
fixed annual salary and, as regards the other Executives, a maximum of 60% of
the fixed annual salary.

The variable salary may be based on inter alia the performance of the entire
Volvo Group or the performance of a certain part of the Group where the
Executive is employed. The performance will be related to the fulfilment of
various improvement targets or the attainment of certain financial objectives.
Such targets will be set by the Board and may relate to inter alia operating
income, operating margin or cash flow. The Board may under certain conditions
decide to reclaim variable salary already paid or to cancel or limit variable
salary to be paid to the Executives.

The Annual General Meeting 2014 decided to adopt a share-based incentive program
for senior executives in the Volvo Group relating to the financial years 2014,
2015 and 2016.

4       The principal terms of non-monetary benefits, pension, notice of
termination and severance pay

4.1    Non-monetary benefits

The Executives will be entitled to customary non-monetary benefits such as
company cars and company health care. In addition thereto in individual cases
company housing and other benefits may also be offered.

4.2    Pension

In addition to pension benefits which the Executives are entitled to according
to law and collective bargaining agreements, Executives resident in Sweden may
be offered two different defined-contribution plans with annual premiums. For
the first plan the annual premiums amount to SEK 30,000 plus 20% of the
pensionable salary over 30 income base amounts and for the second plan the
annual premiums amount to 10% of pensionable salary. In the two defined
-contribution plans, the pension earned will correspond to the sum of paid-in
premiums and possible return without any guaranteed level of pension received by
the employee. Further no definite retirement date is set in the two plans but
premiums will be paid for the employee until his or her 65th birthday.

Executives resident outside Sweden or resident in Sweden but having a material
connection to or having been resident in a country other than Sweden may be
offered pension benefits that are competitive in the country where the
Executives are or have been resident or to which the Executives have a material
connection, preferably defined-contribution plans.

4.3      Notice of termination and severance pay

For Executives resident in Sweden, the termination period from the Company will
be 12 months and 6 months from the Executive. In addition thereto, the
Executive, provided that termination has been made by the Company, will be
entitled to 12 months’ severance pay.

Executives resident outside Sweden or resident in Sweden but having a material
connection to or having been resident in a country other than Sweden may be
offered notice periods for termination and severance payment that are
competitive in the country where the Executives are or have been resident or to
which the Executives have a material connection, preferably solutions comparable
to the solutions applied to Executives resident in Sweden.

5       The Board’s preparation and decision-making on issues concerning
remuneration and other terms of employment for the Volvo Group Executive Team

The Remuneration Committee is responsible for (i) preparing the Board’s
decisions on issues concerning principles for remuneration, remunerations and
other terms of employment for Executives, (ii) monitoring and evaluating
programs for variable remuneration, both ongoing and those that have ended
during the year, for Executives, (iii) monitoring and evaluating the application
of this Policy, and (iv) monitoring and evaluating current remuneration
structures and levels in the Company.

The Remuneration Committee prepares and the Board decides on (i) terms of
employment and remuneration of the President and the Deputy President, if any,
and (ii) principles for remuneration (incl. pension and severance pay) for the
Executives. The Remuneration Committee shall approve proposals on remuneration
of the members of the Volvo Group Executive Team.

The Remuneration Committee is further responsible for the review and
recommendation to the Board of share and share price related incentive programs
to be decided upon by the Annual General Meeting.

6         Authority to decide on deviations from this Policy

The Board of Directors may deviate from this Policy if there are specific
reasons to do so in an individual case.

Documents

The proposals by the Election Committee and its statement explaining the
proposals are available at www.volvogroup.com and www.volvokoncernen.se.

The Annual Report, the Auditor’s Report and the Auditor’s statement pursuant to
Chapter 8, Section 54 of the Swedish Companies Act will be available at
www.volvogroup.com and www.volvokoncernen.se, and at AB Volvo’s Headquarters,
Amazonvägen, Torslanda, Göteborg, from March 11, 2015 at the latest.

The documents will be sent on request to such shareholders who provide their
address from the date they become available. The documents will also be
available at the Annual General Meeting.

The number of shares and votes

When this notice to attend the Annual General Meeting was issued, the total
number of shares in the Company was 2,128,420,220, distributed among 513,114,267
series A shares (1 vote per series A share), and 1,615,305,953 series B shares
(1/10 vote per series B share). The total number of votes was 674,644,862.3. The
Company’s holding of own shares amounted to 98,478,930, distributed among
20,728,135 series A shares and 77,750,795 series B shares, corresponding to
28,503,214.5 votes. The Company may not vote using its treasury shares.

Information at the Annual General Meeting

Upon request by any shareholder and where the Board of Directors believes that
such may take place without significant harm to the Company, the Board of
Directors and the President should provide information at the Annual General
Meeting in respect of any circumstances which may affect the assessment of a
matter on the agenda, and any circumstances which may affect the assessment of
the Company’s or a subsidiary’s financial position and as regards the Company’s
relationship to other group companies.

Right to participate in the Annual General Meeting

Participation in AB Volvo’s Annual General Meeting is limited to those who are
recorded as shareholders in the share register maintained by Euroclear Sweden AB
on March 26, 2015 and who give notice of their intention to participate in the
Annual General Meeting to AB Volvo no later than March 26, 2015.

Shares registered in the name of a nominee

To be entitled to participate in the Annual General Meeting, shareholders having
their shares registered in the name of a nominee must request the nominee to
enter the shareholder into the share register. Such registration, which can be
temporary, must have been effected by March 26, 2015 and should therefore be
requested well in advance of March 26, 2015. Nominees normally charge a fee for
this.

Notice

Notice of intention to participate in the Annual General Meeting can be given
from March 2, 2015:

•  by telephone, +46 8 402 90 76

•  by mail addressed to AB Volvo (publ), “AGM”, P.O. Box 7841, SE-103 98
Stockholm, Sweden

•  on AB Volvo’s website; www.volvogroup.com and www.volvokoncernen.se

In providing such notice, the shareholder should state:

•
name


•  personal registration number (corporate registration number)

•  address and telephone number

•  name and personal registration number of the proxy, if any

•  the number of any accompanying assistant(s) (maximum two assistants)

Shareholders who wish to participate in the Annual General Meeting must submit
notice prior to expiration of the notice period on March 26, 2015. If you wish
to be accompanied by an assistant, notification to this effect must be provided
as specified above. Please note that notice of intention to participate could be
given per telephone no later than 4.00 p.m. on March 26, 2015.

Shareholders who are represented by proxy must issue a written, dated proxy for
the representative. Such proxy forms are available at www.volvogroup.com or
www.volvokoncernen.se. The proxy, in its original, should be sent to the Company
at the above address in good time prior to the Annual General Meeting. The proxy
may not be older than one year unless it states that it is valid for a longer
period of time, although the validity of the proxy may not exceed five years. If
the proxy is issued by a legal entity, a certified copy of the registration
certificate or an equivalent certificate of authority must be submitted to the
company. Note that shareholders who are represented by proxy must notify the
Company of their participation according to the above instructions and be
registered as shareholders in the share register on March 26, 2015.

Miscellaneous

The main entrance of Konserthuset opens at 1.30 p.m. A light meal will be served
in the foyer before the Annual General Meeting.

Göteborg, February 2015

AB Volvo (publ)

The Board of Directors