Proposal by the Nomination Committee for election of Board of Directors, etc. in respect of the Annual General Meeting 2006

The Annual General Meeting 2005 resolved that the Nomination Committee of AB shall have four members. The General Meeting elected as members of the Nomination Committee in respect of the Annual General Meeting 2006 Gustaf Douglas and Melker Schörling as representatives of the largest shareholders of the company by votes (representing approximately 13.5 per cent of the share capital and 41.3 per cent of the votes), Staffan Grefbäck as representative of Alecta (representing approximately 4.8 per cent of the share capital and 3.2 per cent of the votes) and Marianne Nilsson as representative of Robur (representing approximately 4.7 per cent of the share capital and 3.2 per cent of the votes). Gustaf Douglas was elected Chairman of the Nomination Committee.

In accordance with the resolution of the General Meeting, the Nomination Committee was assigned the task to prepare, in respect of the Annual General Meeting 2006, the election of Chairman and other members of the Board of Directors, the election of auditors, the election of Chairman of the General Meeting, the determination of fees, as well as other matters pertaining thereto.

The Nomination Committee proposes the Annual General Meeting 2006 to resolve in accordance with the following:

• Georg Ehrnrooth, Chairman of the Board, shall be elected Chairman of the Annual General Meeting 2006. • The number of Board members shall be eight. No deputy members shall be elected. • Re-election of the Board members Carl Douglas, Gustaf Douglas, Per-Olof Eriksson, Lotta Lundén, Sven-Christer Nilsson, Melker Schörling and Carl-Henric Svanberg. Georg Ehrnrooth has declined re-election. • New election of Johan Molin, President and Chief Executive Officer of ASSA ABLOY AB since 1 December 2005. Johan Molin (born in 1959) was previously Chief Executive Officer of Nilfisk-Advance, 2001-2005, and was before then, 1983-2001, active in the group (various posts, mainly within finance and marketing, later on Head of Division). • New election of Gustaf Douglas as Chairman of the Board and re-election of Melker Schörling and Carl-Henric Svanberg as deputy Chairmen. • Fees to the Board members shall amount to a total of SEK 3,250,000 (remuneration for committee work not included), to be distributed among the Board members as follows: SEK 750,000 to the Chairman, SEK 550,000 to each of the deputy Chairmen and SEK 350,000 to each of the other Board members, who are not employed by the company. In addition, remuneration shall be paid to the members of the Audit Committee and the Remuneration Committee by SEK 100,000 to each of the Chairmen and by SEK 50,000 to each of the other members. • Election of the auditing firm PricewaterhouseCoopers AB, , as auditor, with authorized public accountant Peter Nyllinge, as representative of the auditing firm, for a term of office up to and including the Annual General Meeting 2010. • Fees to the auditors shall be paid according to an agreement between the parties.

2(4)

Presentation of the proposal for election of Board of Directors by the Nomination Committee of ASSA ABLOY AB: Gustaf Douglas, Chairman Member of the ASSA ABLOY Board since 1994. Born 1938. MBA, Harvard Business School. Principal owner of Investment AB Latour and SäkI AB. Self-employed since 1980. Other appointments: Chairman of Investment AB Latour, Boxholms Skogar AB and Säkl AB and Vice Chairman of Securitas AB. Board member of Moderata Samlingspartiet since 2002. Shareholdings (including family and through companies): 6,746,425 Series A shares and 19,000,000 Series B shares through Investment AB Latour, and 7,118,818 Series A shares and 2,000,000 Series B shares through SäkI AB.

Melker Schörling, Vice Chairman. Member of the ASSA ABLOY Board since 1994. Born 1947. Master of Business Administration, Gothenburg School of Economics. President and CEO of AB 1993–1997, President and CEO of Securitas AB 1987–1992, President of Crawford Door 1984–1987, President of Essef Service 1979–1983, Controller at ABB Fläkt 1975–1979, Controller at LM , Mexico 1970–1975. Other appointments: Chairman of Securitas AB and Hexagon AB, Vice Chairman of AarhusKarlshamns AB and Board member of Hennes & Mauritz AB. Shareholdings (including family and through companies): 5,310,080 Series A shares and 9,297,734 Series B shares.

Carl-Henric Svanberg, Vice Chairman. Member of the ASSA ABLOY Board since 1994. Born 1952. Master of Science, Linköping University and Bachelor of Economics, Uppsala University. President and CEO of Telefonaktiebolaget LM Ericsson since 2003, President and CEO of ASSA ABLOY AB 1994–2003, various posts including Deputy President of Securitas AB 1986–1994, various posts in the ABB Group 1977–1985. Other appointments: Board member of Hexagon AB. Shareholdings (including family and through companies): 3,920,031 Series B shares and Incentive 2001 holdings corresponding to 60,000 Series B shares.

Carl Douglas Member of the ASSA ABLOY Board since 2004. Born 1965. Bachelor of Arts. Self-employed. Other appointments: Board member of Securitas AB, Swegon AB and SäkI AB. Shareholdings (including family and through companies): –

3(4)

Per-Olof Eriksson Member of the ASSA ABLOY Board since 1995. Born 1938. Master of Engineering, Honorary Doctor of Technology. President and CEO of AB 1984–1994, various posts in the Sandvik Group 1965–1984. Other appointments: Chairman of Callans Trä AB and Odlander, Fredriksson & Co. Board member of Senea AB, SSAB Svenskt Stål AB, AB , Investmentbolaget Öresund and Elkem AS. Member of the Royal Swedish Academy of Engineering Sciences. Shareholdings (including family and through companies): 10,000 Series B shares.

Lotta Lundén Member of the ASSA ABLOY Board since 2003. Born 1957. Bachelor of Economics. Founder and partner in Konceptverkstan since 2004, General Manager of Coop Forum Sverige 2002–2003, Head of Purchasing and later President and CEO of Guldfynd/Hallbergs Guld 1999–2001, various posts, mostly in marketing and sales, in IKEA both in and internationally 1980–1991 and 1994–1998. Other appointments: Board member of JC AB, BergendahlsGruppen AB, Exportrådet and Glitter. Shareholdings (including family and through companies): –

Johan Molin President and CEO of ASSA ABLOY since 1 December 2005. Born 1959. Bachelor of Science in Economics. CEO of Nilfisk-Advance 2001–2005. Various posts mainly within finance and marketing, later Head of Division, in the Atlas Copco Group 1983–2001. Other appointments: - Shareholdings (including family and through companies): 521,900 Series B shares.

Sven-Christer Nilsson Member of the ASSA ABLOY Board since 2001. Born 1944. Bachelor of Science, Lund University. President and CEO of Telefonaktiebolaget LM Ericsson 1998–1999, various posts, mainly in marketing and management, in the Ericsson Group 1982–1997. Other appointments: Chairman of the National Swedish Public Service Broadcasting Foundation (Sveriges Radio AB, Sveriges Television AB and Sveriges Utbildningsradio AB), Chairman of Swedish ICT Research AB. Board member of TeliaSonera AB, CEVA Inc, i3 Micro Technology AB, Innovationsbron AB and Startupfactory B.V. Shareholdings (including family and through companies): –

4(4)

Independence of the Board of Directors

Name Independence of the Independence of the company and the major shareholders management of the company Gustaf Douglas Yes No

Melker Schörling Yes No

Carl-Henric Svanberg No Yes

Carl Douglas Yes No

Per-Olof Eriksson Yes Yes

Lotta Lundén Yes Yes

Johan Molin No Yes

Sven-Christer Nilsson Yes Yes

Presentation of the proposal for election of auditors by the Nomination Committee of ASSA ABLOY AB PricewaterhouseCoopers AB, Stockholm, has been the main auditor of the group since the group was founded in 1994. Peter Nyllinge (born 1966) has besides ASSA ABLOY audit assignments in the following companies: Bonnier AB, Skandinaviska Enskilda Banken AB and Studieförbundet Näringsliv och Samhälle.

For information on fees paid to the auditors and their non-audit assignments in the Group for the last three financial years, see Annual Report 2005 Note 3 on page 71 and Annual Report 2004 Note 4 on page 65.

______