The nomination committee's proposal
The Nomination Committee's for Sandvik AB proposal for the Annual General Meeting 2007
The Nomination Committee of Sandvik AB (the "Company") proposes that the Annual General Meeting 26 April 2007 resolves on the following.
Sven Unger, Attorney, is to be elected Chairman of the Meeting.
For the period until the end of the next Annual General Meeting, the Board of Directors of the Company is to be comprised of eight Board members and no deputy members.
The Board and the auditors are proposed to receive remuneration according to the following:
- Board member not employed by the company SEK 425,000
- Chairman of the Board SEK 1,275,000
- Board member elected by the General Meeting who is a member of the Audit Committee SEK 100,000
- Board member elected by the General Meeting who is a member of the Remuneration Committee SK 50,000
- Fees to auditors as invoiced
For the period until the end of the next Annual General Meeting, the Nomination Committee proposes that the Annual General Meeting resolves to re-elect Board members Georg Ehnrooth, Sigrun Hjelmquist, Sigrun Hjelmquist, Fredrik Lundberg, Egil Myklebust, Hanne de Mora, Anders Nyrén, Lars Pettersson and Clas Åke Hedström. Clas Åke Hedström is proposed as Chairman of the Board.
The Nomination further proposes that the General Meeting resolves that the Company is to have a Nomination Committee comprised of one representative from each of the four largest shareholders in terms of votes and the Chairman of the Board of Directors (who is to be the convening authority). At the formation of the Nomination Committee, the shareholding in the Company, based on information from VPC AB on the last banking day of August 2007, is to determine the largest shareholders in terms of votes. The composition of the Nomination Committee is to be announced as soon as it is appointed. The Chairman of the Nomination Committee is to be the member representing the largest shareholder in terms of votes. The mandate period of the Nomination Committee is until the composition of the next Nomination Committee is announced.
The Nomination Committee is to prepare proposals for the Chairman of the Meeting, the number of Board members, remuneration to Board members and auditors, the Board and Chairman of the Board, the number of auditors and appointment of auditors and also regarding the appointment of a Nomination Committee prior to the Annual General Meeting 2009 and its assignment.
In the event that a member leaves the Nomination Committee prior to the work of the Committee is completed, a representative from the same shareholder may replace the leaving member, if deemed necessary by the Nomination Committee. In the event that a shareholder represented in the Nomination Committee significantly has reduced its holding of shares in the Company, the member may resign and, if deemed appropriate by the Nomination Committee, a representative from the shareholder next in line in terms of size may be provided an opportunity to enter. If the shareholding in the Company is otherwise significantly changed before the Nomination Committee's work is completed, a change in the composition of the Nomination Committee may take place, to the extent that the Nomination Committee deems appropriate.
The Company is to be able to pay reasonable costs connected to the work of the Nomination Committee. The Committee is not to receive any fees.
Sandviken, 14 February 2007
Sandvik Aktiebolag (publ)
The Nomination Committee of Sandvik AB