Notice of Annual General Meeting in Atlas Copco AB

Stockholm, Sweden, March 22, 2016: The Shareholders of Atlas Copco AB are
invited to attend the Annual General Meeting Tuesday April 26, 2016 at 4.00 p.m.
(CEST) at Aula Medica, Nobels väg 6, Solna, Sweden. Registration starts at 2.30
p.m.
Registration

Shareholders, intending to participate in the Meeting, must
-      be recorded in the register of shareholders kept by Euroclear Sweden AB
on Wednesday April 20, 2016, and
-      notify Atlas Copco in writing of their intent to participate in the
Meeting no later than Wednesday April 20, 2016, to the registration address
Atlas Copco AB, Box 7835, SE-103 98 Stockholm, or by telephone +46 8 402 90 43
work days between 9.00 a.m. to 4.00 p.m. or on the Company’s website
www.atlascopcogroup.com/agm

Please see the full Notice below, or visit www.atlascopcogroup.com/agm.

For more information please contact:
Håkan Osvald, Senior Vice President, General Counsel
+46 8 743 8995
Ola Kinnander, Media Relations Manager
+46 8 743 8060 or +46 70 347 2455
media@se.atlascopco.com

Atlas Copco discloses the information provided herein pursuant to the Securities
Markets Act and/or the Financial Instruments Trading Act.
Atlas Copco is a world-leading provider of sustainable productivity solutions.
The Group serves customers with innovative compressors, vacuum solutions and air
treatment systems, construction and mining equipment, power tools and assembly
systems. Atlas Copco develops products and services focused on productivity,
energy efficiency, safety and ergonomics. The company was founded in 1873, is
based in Stockholm, Sweden, and has a global reach spanning more than 180
countries. In 2015, Atlas Copco had revenues of BSEK 102 (BEUR 11) and more than
43 000 employees. Learn more at www.atlascopcogroup.com.

Unofficial Translation

Notice of Annual General Meeting in Atlas Copco AB
The Shareholders of Atlas Copco AB (the “Company”) are invited to attend the
Annual General Meeting (the “Meeting”) Tuesday April 26, 2016 at 4.00 p.m.
(CEST) at Aula Medica, Nobels väg 6, Solna, Sweden. Registration starts at 2.30
p.m.

Registration
Shareholders, intending to participate in the Meeting, must
- be recorded in the register of shareholders kept by Euroclear Sweden AB
(“Euroclear”) on Wednesday April 20, 2016, and
- notify the Company in writing of their intent to participate in the Meeting no
later than Wednesday April 20, 2016, to the registration address Atlas Copco AB,
Box 7835, SE-103 98 Stockholm, or by telephone +46 8 402 90 43 work days between
9.00 a.m. to 4.00 p.m. or on the Company’s website www.atlascopcogroup.com/agm

Shareholders whose shares are held in trust by a bank or other trustee must
temporarily register their shares in their own names in the register of
shareholders of Euroclear to be able to participate in the Meeting. Such
temporary registration must be recorded by Wednesday April 20, 2016.
Shareholders should notify their trustees/banks well in advance of this date.

Shareholders who are represented by a proxy holder shall submit a proxy. A proxy
form is available on www.atlascopcogroup.com/agm. The Company will also send a
proxy form to those Shareholders who so request. Representatives of legal
entities must be able to present a copy of the registration certificate or other
similar authorization document to support the proxy. Please send such proxies
and other authorization documents to the Company well in advance to ease the
registration process at the Meeting.

Personal data obtained from notifications, proxies and the register of
shareholders kept by Euroclear will solely be used for the necessary
registration and preparation of the voting list for the Meeting. Entrance cards
will be sent to the Shareholders who have notified their intention to
participate. The proceedings will be simultaneously translated into English.
Electronic devices for voting will be used to some extent.

The President & CEO’s speech will after the Meeting be available on the
Company’s website www.atlascopcogroup.com/agm.

Proposed agenda
1. Opening of the Meeting and election of Chair
2. Preparation and approval of voting list
3. Approval of agenda
4. Election of one or two persons to approve the minutes
5. Determination whether the Meeting has been properly convened
6. Presentation of the Annual Report and the Auditor’s Report as well as the
Consolidated Annual Report and the Consolidated Auditor’s Report
7. The President & CEO’s speech and questions from Shareholders to the Board of
Directors and the Management
8. Decisions regarding
    a) approval of the Profit and Loss Account and the Balance Sheet and the
Consolidated Profit and Loss Account and the Consolidated Balance Sheet
    b) discharge from liability of the Board members and the President & CEO
    c) the allocation of the Company’s profit according to the approved Balance
Sheet
    d) record date for dividend
9. Determination of the number of Board members and deputy members and auditors
and deputy auditors or registered auditing company
10. Election of Board members and of Chair of the Board and auditors and deputy
auditors or registered auditing company
11. Determining the remuneration, in cash or partially in the form of synthetic
shares, to the Board of Directors and the remuneration to its committees and
remuneration to the auditors or registered auditing company
12. The Board’s proposals regarding
      a) guiding principles for the remuneration of senior executives
      b) a performance based personnel option plan for 2016
13. The Board’s proposal regarding mandates to
     a) acquire series A shares related to personnel option plan for 2016
     b) acquire series A shares related to remuneration in the form of synthetic
shares
     c) transfer series A shares related to personnel option plan for 2016
     d) sell series A shares to cover costs related to synthetic shares to Board
members
     e) sell series A and B shares to cover costs in relation to the performance
based personnel option plans for 2011, 2012 and 2013
14. Nomination Committee’s proposal regarding establishment of it etc.
15. Closing of the Meeting

Item 8 c) and d) - The Board of Directors’ proposals regarding dividend and
record date
The Board proposes that the dividend for 2015 is decided to be SEK 6.30 per
share to be paid in two equal instalments of SEK 3.15. The record date for the
first instalment is proposed to be April 28, 2016 and for the second instalment
October 31, 2016. If the Meeting decides as proposed, the first instalment is
expected to be distributed by Euroclear on May 3, 2016 and the second instalment
on November 3, 2016.

Item 1, 9 and 10 - Proposals from the Nomination Committee regarding Chair of
the Meeting, number of Board members, Chair, and other Board members and
registered auditing company
The Nomination Committee, consisting of Petra Hedengran, the Chair of the
Nomination Committee, Investor AB, Jan Andersson, Swedbank Robur Fonder, Ramsay
Brufer, Alecta and Hans Ek, SEB fonder, who together represent more than 30% of
the total number of votes in the Company, as well as Hans Stråberg, the Chair of
the Board, propose as follows:
Item 1: That Hans Stråberg is elected Chair of the Meeting.
Item 9: That nine Board members be elected. That one registered auditing company
be elected.
Item 10: That the following Board members are re-elected: Staffan Bohman, Johan
Forssell, Ronnie Leten, Hans Stråberg, Anders Ullberg, Peter Wallenberg Jr and
Margareth Övrum and new election of Gunilla Berg and Sabine Neuss. That Hans
Stråberg is elected Chair of the Board. That Deloitte AB is re-elected as the
auditing company.
Information regarding all proposed Board members is available
on www.atlascopcogroup.com/agm

Item 11 – Proposal from the Nomination Committee regarding remuneration to the
Board of Directors and for committee work and audit fee
Remuneration of SEK 1,975,000 (1,900,000) to the chair and SEK 625,000 (600,000)
each to the other Board members not employed by the Company. To the chair of the
Audit Committee SEK 225,000 (225,000) and SEK 150,000 (150,000) each to the
other members. To the Chair of the Remuneration Committee SEK 100,000 (60,000)
and SEK 75,000 (60,000) each to the other members, and remuneration of SEK
60,000 (60,000) to each Board member who, in addition to the above, participates
in a committee in accordance with a decision of the Board of Directors.

Reflecting the ambition to further enhance the interest for the long term
development of the Company, the Nomination Committee proposes that each
nominated Board member shall have the possibility to choose between receiving
50% of the remuneration in the form of synthetic shares and the rest in cash and
to receive the whole remuneration in cash.

The Board proposes that the obligation of the Company to pay an amount
corresponding to the synthetic shares as described above shall be hedged through
the purchase of own series A shares. Repurchased shares can be sold on the
market in connection with the payment to the Board member in compliance with a
request for mandate. The economic difference for the Company if all Board
members choose to receive a part of their fee in the form of synthetic shares
compared to receive the whole remuneration in cash is assessed to be very
limited due to the hedging.

Audit fee is proposed to be as per approved invoice.

Item 12 – The Board’s proposals regarding:
a) guiding principles for the remuneration of senior executives
b) a performance based personnel option plan for 2016

12 a) guiding principles for the remuneration of senior executives
The term “senior executives” covers the President & CEO and the other eight
members in the Group management team.
The proposal of the Board for 2016, is as follows:
The remuneration to the senior executives shall consist of a base salary,
variable compensation, long term incentive programs, pension premium and
additional benefits. For expatriates certain other benefits apply in compliance
with the Company’s Conditions for Expatriate Employees.
The base salary reflects the position, qualification and individual performance.
The size of the variable compensation depends on the extent to which
predetermined quantitative and qualitative goals are met. The variable
compensation is limited to a maximum of 80% of the base salary for the President
& CEO, to 60% for the Business Area Executives and to 50% for the other senior
executives.
Pension premiums are paid in accordance with a premium based plan within a range
of 25-35% of the base salary, depending on age. Additional benefits consist of
company car and private health insurance.

In case of termination of employment of a senior executive by the Company, the
compensation can amount to a maximum of 24 months base salary and a minimum of
12 months base salary depending on age, length of employment and possible income
from other economic activity or employment. The Board reserves the right to
deviate from these guiding principles if special reasons for such deviation
exist in an individual case.
12 b) a performance based personnel option plan for 2016
In the opinion of the Board it is important, and it is also in the best interest
of the Shareholders, that key personnel in Atlas Copco have a long term interest
in a good value development of the shares of the Company and align their
performance in a manner that enhances such a development. In particular this
applies to the group of key personnel that consists of the senior executives and
the division presidents. It is also the assessment of the Board that a share
related option program increases the attractiveness of Atlas Copco on the global
market and enhances the possibility to recruit and keep key personnel in the
Group.

Scope and main principles
Granting
The Board asks for the right to decide on the issuing of performance stock
options that can give a maximum of 335 key personnel in the Group the
possibility to acquire a maximum of 7,084,053 series A shares.
Issuing
The issuing is dependent on the value increase of the Group expressed as
Economic Value Added during 2016. In an interval of SEK 2,000,000,000 the issue
varies linear from zero to 100% of the maximum number. The size of the plan and
the limits of the interval have been established by the Board and are compatible
with the goals in the long term business plan of the Group.
The issue of performance stock options is maximized to the following number per
person within the respective key group:
category 1 – the President & CEO: 351,707 options
category 2 – Business Area Executives (4): 59,487 options
category 3 – other members of the Group management and division presidents (27):
38,048 options
category 4 – other key personnel (303): 17,977 options
The Board shall decide which persons shall be included in category 4 based on
position, qualification and individual performance. The issuing of options will
take place not later than March 20, 2017.
The Board shall have the right to introduce an alternative incentive plan for
key personnel in such countries where the granting of options is not feasible.
Such alternative incentive solutions (SAR) shall, to the extent possible, have
terms and conditions corresponding to the ones applicable to the performance
stock option plan.
The term of the performance stock options
The term of the options shall be seven years from the date of granting. The
options are not transferable.
Exercise
The options are exercisable earliest three years from granting. The right to
exercise only applies during the period a person is deemed employed.
Exercise price
The exercise price shall be set to an amount corresponding to 110% of the
average of the closing rates at Nasdaq Stockholm of series A shares during a
period of ten business days next following the date of the publishing of the
full-year summary for 2016.
Maximized outcome
A single payment/assignment of shares under the stock option plan can never
exceed four times the value of the exercise price.
Recalculation
In case there should be a decision at a general shareholders meeting regarding,
for example, a reduction or increase of outstanding shares or a dividend beyond
the dividend policy of the Company a recalculation can take place to preserve
the value of the options.
A decision regarding such recalculation shall be taken by the Board.
Theoretical Value for the Recipient
A theoretical value on a personnel option has been established based on the
Black & Scholes model for valuating options. As a base for the calculation,
among other factors, a share price of SEK 178.34 and an expected volatility of
30% have been used. The theoretical value is calculated to amount to SEK 20.50
per personnel option or in total a maximum of SEK 145,223,087 (141,295,829) for
the whole plan.
Requirement for senior executives and division presidents regarding own
investment
As prerequisite for the participation of the senior executives and division
presidents (33 persons) in the personnel stock option plan 2016 applies that
they have invested a maximum of 10% of their respective base salary for 2016,
before tax, in series A shares of the Company (20% for expatriates with net
salary). The investment may be in cash or by pre-owned shares, however, not by
shares that are obtained as part of the participation in the stock option plan
for 2014 and 2015. The participation in the plan corresponds proportionally to
the investment made. Those who have chosen to invest in series A shares will
get, in addition to the proportional participation in the plan, the right to
acquire, three years after the investment year, the number of shares (matching
shares) that corresponds to the number of shares acquired under 2016 at a price
of 75% of the market value upon which the exercise price for the shares in the
2016 plan was based, subject to continued employment and continued ownership of
the shares. If the number of the acquired shares has been reduced, the right to
matching shares is reduced on a share by share basis.
The theoretical value for this is calculated to be SEK 38.00 per matching share
or in total approximately SEK 2,203,886.
Delivery of shares
The personnel options shall give the right to acquire already issued series A
shares.

Item 13 – The Board’s proposal regarding mandates to:
a) acquire series A shares related to personnel option plan for 2016
b) acquire series A shares related to remuneration in the form of synthetic
shares
c) transfer series A shares related to personnel option plan for 2016
d) sell series A shares to cover costs related to synthetic shares to Board
members
e) sell series A and B shares to cover costs in relation to the performance
based personnel option plans for 2011, 2012 and 2013

In order for the resolutions by the Meeting in accordance with 13 a), b), d) and
e) above to be adopted, the resolutions must be supported by Shareholders
holding at least two-thirds of the votes cast as well as of the shares
represented at the Meeting. In order for the resolution by the Meeting in
accordance with 13 c) above to be adopted, the resolution must be supported by
Shareholders holding at least nine tenths of both the votes cast as well as of
the shares represented at the Meeting. Should majority votes not be achieved,
the intention of the Company is to hedge the financial exposure in connection
with the 2016 personnel option plan and secure delivery of shares by entering
into an equity swap agreement with a financial institution.

13 a) acquire series A shares related to personnel option plan for 2016
The Board proposes that the Board is granted the mandate until the next Annual
General Meeting to decide, on one or more occasions, on the acquisition of
shares in the Company as follows:
1. Acquisition of not more than 7,250,000 series A shares
2. The shares may only be acquired on Nasdaq Stockholm
3. The shares may only be acquired at a price per share within the registered
trading interval, at any given point in time.
The acquisition is made with the intention to limit the economic risk caused by
an increase of the share value during the period the performance stock options
remain outstanding, to be able to fulfil future delivery obligations under
personnel option and matching share agreements, to cover alternative solutions
and cash settlements as well as to cover, primarily, social charges.
13 b) acquire series A shares related to remuneration in the form of synthetic
shares
The Board proposes that the Board is granted the mandate until the next Annual
General Meeting to decide, on one or more occasions, on the acquisition of
shares in the Company as follows:
1. Acquisition of not more than 70,000 series A shares
2. The shares may only be acquired on Nasdaq Stockholm
3. The shares may only be acquired at a price per share within the registered
trading interval, at any given point in time.
The acquisition is made with the intention to hedge the obligation of the
Company to pay remuneration, including social charges, to a Board member who has
chosen to receive 50% of the remuneration in synthetic shares.
13 c) transfer series A shares related to personnel option plan for 2016
The Board further proposes that the Meeting decides to transfer shares in the
Company in relation to the Company’s personnel option plan 2016, including the
share saving/matching share part, according to the following:
1. A maximum of 7,000,000 series A shares may be transferred. Right to acquire
shares is to be granted the persons participating in the Company’s proposed
performance stock option plan 2016, with a right for each participant to acquire
the maximum number of shares stipulated in the terms and conditions of this
plan. The participant’s right to acquire shares is conditional upon all terms
and conditions of the Company’s performance stock option plan 2016 being
fulfilled. Shares are to be transferred on the terms and conditions stipulated
by the plan, meaning inter alia, that what is stated therein regarding price and
time during which the participants are to be entitled to use their right to
acquire shares is also applicable to the transfer. Participants are to pay for
the shares within the time and on the terms stipulated in the performance stock
option plan 2016.
2. With respect to the number of shares that may be transferred under the
Company’s performance stock option plan, customary terms for recalculation as a
result of bonus issue, share split, rights issues and similar measures apply in
accordance with the terms and conditions of the plan.

As reason for the deviation from the Shareholders’ right of first refusal and as
the base for the transfer price in connection with the transfer of own shares,
the Board states that the transfer of own shares is a part of the proposed
performance stock option plan for 2016.
13 d) sale of series A shares to cover costs related to synthetic shares to
Board members
The Board proposes that the Board is granted the mandate until the next Annual
General Meeting to decide, on one or more occasions, to sell not more than
30,000 series A shares in the Company to cover the costs of giving a counter
value of earlier issued synthetic shares and to, primarily, cover social
charges.

Shares proposed to be sold were acquired based on mandates given at the Annual
General Meeting each respective year to acquire the share for the stated
purpose. The sale shall take place on Nasdaq Stockholm at a price within the
registered price interval at any given time.

As reason for the deviation from the Shareholders’ right of first refusal and as
the base for the price in connection with the sale of own shares, the Board
states that the sale of own shares is a part of the previously adopted decision
regarding synthetic shares to the Board.

13 e) sale of series A and B shares to cover costs in relation to the
performance based personnel option plans for 2011, 2012 and 2013
The Board proposes that the Board is granted the mandate until the next Annual
General Meeting to sell, at one or more occasions, a maximum of 5,500,000 series
A and B shares, in connection with the exercise of rights under the above
mentioned performance stock option plans and related costs in order to cover
costs, primarily cash settlements in Sweden, SAR and social costs.

Shares proposed to be sold were acquired each respective year based on mandate
given at that year’s Annual General Meeting to acquire the shares for the stated
purpose. The sale shall take place on Nasdaq Stockholm at a price within the
registered price interval at any given time.

As reason for the deviation from the Shareholders’ right of first refusal and as
the base for the price in connection with the sale of own shares, the Board
states that the sale of own shares is an integrated part of the previously
adopted performance stock option plans. Due to current legislation, this has to
be re-approved annually.

Item 14 – Establishment of the Nomination Committee
The Nomination Committee proposes that the following shall apply until an annual
general meeting otherwise decides:
a) That the Company shall have a Nomination Committee consisting of the chairman
of the Board and a representative from each of the four largest shareholders in
terms of voting rights. Each year the Company shall contact the four largest
shareholders, directly registered or ownership grouped with Euroclear as per the
last day of August, for the appointment of owner representatives. The names of
the four owner representatives and the names of the shareholders they represent
shall be made public latest six months prior to the next Annual General Meeting.
The term of office of the Nomination Committee lasts until a new Nomination
Committee has been appointed. The chairman of the Nomination Committee shall,
unless the members otherwise agree, be the member who represents the shareholder
with the largest number of votes.

b) That representatives who have been appointed by such shareholders who, during
the term of the Nomination Committee, no longer belong to the group of four
largest shareholders in terms of voting rights, shall cease to be members of the
committee and the one, or those, shareholder(s) who has been added among the
four shareholders with the largest voting rights shall appoint its/their
representative(s). Unless there are special circumstances to the contrary, there
shall be no change in the composition of the Nomination Committee if there are
only marginal changes in the number of votes, or if a change occurs later than
three months prior to the Annual General Meeting. A shareholder who has
appointed a representative as member of the Nomination Committee can replace
such representative with a new representative to be a member of the Nomination
Committee. Every change in the Composition of the Nomination Committee shall be
made public as soon as it has taken place.

c) That the Nomination Committee shall prepare proposals to the Annual General
Meeting regarding the following matters for decision:
- proposal for chairman for the Annual General Meeting
- proposal for number of Board Members, composition of the Board of Directors
and chairman (and, if applicable, vice chairman) of the Board of Directors
- proposal for remuneration to the chairman (and, if applicable, vice chairman)
and other Board members not employed by the Company, and compensation for
committee work
- proposal for external auditor or auditing firm (if applicable) compensation to
the external auditor or auditing firm (if applicable)

d) That, in connection with its assignment, the Nomination Committee shall
fulfil those tasks that, according to the Swedish Code of Corporate Governance,
are allocated to a Nomination Committee and that the Company, upon request from
the Nomination Committee, shall provide resources like for example the secretary
function in the Nomination Committee in order to facilitate the work of the
Committee. Upon request, the Company shall also carry such reasonable costs for
external consultants who the Nomination Committee deems necessary to in order
for the Nomination Committee to carry out its assignment.

Shares and Votes
The Company has issued in total 1,229,613,104 shares of which 839,394,096 are
series A shares and 390,219,008 are series B shares. On March 22, 2016 out of
such shares the Company holds 13,805,937 series A shares and 393,879 series B
shares. Series A shares have one vote and series B shares have one tenth of a
vote whereas the non-represented shares held by the Company corresponds to
13,845,324.9 votes.

Information at the Annual General Meeting
If a Shareholder so requires and the Board believes that the information can be
given without causing harm to the Company, the Board and the President & CEO
shall give information regarding an item on the agenda or circumstances that
might affect the evaluation thereof or circumstances that could affect the
evaluation of the economic position of the Company or a subsidiary Company or
the Company’s relation to another Company within the Group.

If a Shareholder wishes to submit questions in advance, such should be sent to:
Atlas Copco AB, Attn: General Counsel, SE-105 23 Stockholm or to
board@se.atlascopco.com.

Documentation
The Annual Report and the Auditor’s Report as well as the proposals from the
Nomination Committee and the Board, information regarding all Board members and
the statement by the nomination Committee regarding the Board, statements by the
auditor and the Board will be available at the Meeting and is available on
www.atlascopcogroup.com/agm and with the Company and will be sent free of charge
to the Shareholders who so request and state their address from March 22, 2016.

In connection with the Meeting, two awards will be presented; “John Munck Award”
for important contributions within the area of product development and “Peter
Wallenberg Marketing and Sales Award” for the developing of new marketing and
sales methods.

Nacka, March 2016

Atlas Copco AB (publ)

The Board of Directors