Notice of Annual General Meeting in Atlas Copco AB

Stockholm, Sweden, March 21, 2014: The Shareholders of Atlas Copco AB are
invited to attend the Annual General Meeting Tuesday April 29, 2013 at 4.00 p.m.
(Swedish time) at Aula Magna, University of Stockholm, Frescativägen 6,
Stockholm, Sweden. Registration starts 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 23, 2014, and
-                 notify Atlas Copco AB in writing of their intent to
participate in the Meeting no later than Wednesday April 23, 2014, to the
registration address Atlas Copco AB, Box 7835, SE-103 98 Stockholm, or by
telephone +46 8 402 90 43 working days between 9.00 a.m. and 4.00 p.m. or on the
Company’s website www.atlascopco.com/agm.

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

For further information please contact:
Håkan Osvald, Senior Vice President, General Counsel
+46 (0)8 743 8995
Ola Kinnander, Media Relations Manager
+46 (0)8 743 8060 or +46 (0)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 service 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 2013, Atlas Copco had revenues of BSEK 84 (BEUR 9.7) and more than
40 000 employees. Learn more at www.atlascopco.com.


                                                    Unofficial Translation

Notice of Annual General Meeting Atlas Copco AB

 The Shareholders of Atlas Copco AB (the “Company”) are invited to attend the
Annual General Meeting (the “Meeting”) Tuesday April 29, 2014 at 4.00 p.m. (CET)
at Aula Magna, University of Stockholm, Frescativägen 6, Stockholm, 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 23, 2014, and
-                 notify the Company in writing of their intent to participate
in the Meeting no later than Wednesday April 23, 2014, to the registration
address Atlas Copco AB, Box 7835, SE-103 98 Stockholm, or by telephone +46 8 402
90 43 working days between 9.00 a.m. to 4.00 p.m. or on the Company’s website
www.atlascopco.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 23, 2014.
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.atlascopco.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 and CEO’s speech as well as supporting presentation material will
after the Meeting be available on the Company’s website www.atlascopco.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 and CEO’s speech and questions from shareholders to the Board
of Directors and the Management
8. Decisions
    a) regarding approval of the Profit and Loss Account and the Balance Sheet
and the Consolidated Profit and Loss Account and the Consolidated Balance Sheet
    b) regarding discharge from liability of the Board members and the President
and CEO
    c) regarding the allocation of the Company’s profit according to the
approved Balance Sheet
    d) regarding record date for receiving 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 related personnel option plan for 2014
13. The Board’s proposal regarding mandates to
       a) acquire series A shares related to personnel option plan for 2014
       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 2014
       d) sell series A shares to cover costs related to synthetic shares to the
Board
       e) sell series A and B shares to cover costs in relation to the
performance related personnel option plans for 2009, 2010 and 2011
14.  Closing of the Meeting

Item 8 c) and d) - The Board of Directors’ proposals regarding dividend and
record day

The Board proposes that the dividend for 2013 is decided to be SEK 5.50 per
share and that May 5, 2014 is the record date for the dividend. If the Meeting
decides as proposed, the dividend is expected to be distributed by Euroclear on
May 8, 2014.

Item 1, 9 and 10 - Proposals from the Nomination Committee regarding Chair of
the Annual General 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
Committee, Investor AB, Jan Andersson, Swedbank Robur Fonder, Ramsay Brufer,
Alecta and Peder Hasslev, AMF, who together represent more than 30% of the total
number of votes in the Company, as well as Sune Carlsson, the Chair of the
Board, propose as follows:
Item 1: That Sune Carlsson 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, Ulla Litzén, Gunilla Nordström, Hans Stråberg, Anders
Ullberg, Peter Wallenberg Jr and Margareth Övrum. That Hans Stråberg is elected
Chair of the Board. That Deloitte AB is re-elected as the auditing company with
Jan Berntsson as responsible auditor.
Information regarding all proposed Board members is available on
www.atlascopco.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 1,900,000 (1,850,000) to the chair and SEK 570,000 (555,000)
to each of the other seven Board members not employed by the Company. To the
chair of the Audit Committee SEK 225,000 (200,000) and SEK 150,000 (125,000) to
the other members of this committee. Unchanged remuneration of SEK 60,000 to
each of the members of the Remuneration Committee and remuneration of SEK 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. The proposal thus means
that the total Board remuneration amounts to a sum of SEK 5,890,000 (6,485,000).

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 shall be hedged through the purchase of
own series A shares that later will be sold on the market in connection with the
payment to the Board member in compliance with a request for mandate that will
be presented at that point in time. 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 get 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 proposal of the Board of Directors regarding:
a) guiding principles for salary and other remuneration to senior executives
b) a performance stock option plan for 2014 that includes a requirement for the
senior executives and division presidents to invest in shares as a prerequisite
for participation in the plan

12 a) guiding principles for salary and other remuneration to senior executives
The term ”senior executives” covers the President and the other eight members in
the Group management team.
The proposal of the Board for 2014, which is in compliance with the principles
of previous years and are based on agreements already entered into between Atlas
Copco and respective employee, 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 70% of the base salary for the
President, to 50% for the Business Area Executives and to 40% 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) performance stock option plan for 2014
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 4,622,729 series A shares.
Issuing
The issuing is dependent on the value increase of the Group expressed as
Economic Value Added during 2014. In an interval of SEK 1,500,000,000 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 long term business plan of the Company.
The issue of performance stock options is maximized to the following number per
person within the respective key group:
category 1 – the President: 113,013 (97,402) options
category 2 – Business Area Executives (4): 38,527 (35,064) options
category 3 – other members of the Group management and division Presidents (26):
25,684 (24,350) options
category 4 – other key personnel (304): 12,131 (11,275) 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, 2015.
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/exercise
The term of the options shall be five 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 employed.
Exercise price
The exercise price shall be set to an amount corresponding to 110% of the
average of the closing rates at NASDAQ OMX Stockholm of series A shares during a
period of ten business days next following the date of the publishing of the
summary of the annual accounts for the year 2014.
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 an AGM 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, has a market value of SEK 175.67 per share and an expected
volatility of 33% been used. The theoretical value is calculated to amount to
SEK 29.20 per personnel option or altogether a maximum of SEK 134,983,687
(125,444,026) 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 (31 persons) in the personnel stock option plan 2014 applies that
they have invested a maximum of 10% of their respective base salary for 2014,
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 2012 and 2013.
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 2014 at a price of 75% of the market value
upon which the exercise price for the shares in the 2014 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 47.80 per matching share
or together approximately SEK 2,475,801.
Delivery of shares
The personnel options shall give the right to acquire already issued series A
shares.

Item 13 – Proposal of the Board of Directors regarding mandate to:
a) acquire series A shares related to personnel option plan for 2014
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 2014
d) sell series A shares to cover costs related to synthetic shares to the Board
of Directors
e) sell series A and B shares in connection with the performance stock
option plans 2009, 2010 and 2011
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 2014 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 2014
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 4,800,000 series A shares
2. The shares may only be acquired on NASDAQ OMX 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 OMX 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 Board members who have
chosen to receive 50% of their remuneration in synthetic shares.
13 c) transfer of series A shares related to personnel option program for 2014
The Board further proposes that the Meeting decides to transfer shares in the
Company in relation to the Company’s personnel option plan 2014, including the
share saving/matching share part, according to the following:

1. A maximum of 3,500,000 series A shares may be transferred. Right to acquire
shares is to be granted to the persons participating in the Company’s proposed
performance stock option plan 2014, 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 2014 being
fulfilled. Shares are to be transferred on the terms and conditions stipulated
by the plan, meaning inter alia, that what is there stated 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 2014.

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 2014.

13 d) sale of series A shares to cover costs related to synthetic shares to the
Board of Directors
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
55,000 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 OMX 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 in connection with the performance personnel
option plans 2009, 2010 and 2011
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 8,800,000 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.
Due to current legislation, this has to be re-approved annually.

The sale shall take place on NASDAQ OMX 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.

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 1, 2014 out of
such shares the Company holds 14,947,420 series A shares and 645,379 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
15,011,987.9 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 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, 105 23 Stockholm or to
board@se.atlascopco.com.

Documentation
The Annual Report, the Audit Report and the statement by the auditor regarding
the compliance with the guidelines 2013 regarding compensation to senior
executives will be available at the Annual General Meeting and will also, like
the proposals from the Nomination Committee and the Board, including information
regarding all Board members and the statement by the nomination Committee
regarding the Board, if not part of this Notice, be available with the Company
and on www.atlascopco.com/agm. They will also be sent free of charge to the
shareholders who so request and state their address from March 21, 2014.

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 2014

Atlas Copco AB

The Board of Directors