The nomination committee's proposal
Sandvik AB's Nomination Committee proposal for the 2008 Annual General Meeting
The Nomination Committee of Sandvik AB ("the company") proposes that the Annual General Meeting on 29 April decide on the following:
Attorney Sven Unger shall be named Chairman of the Annual General Meeting.
For the period until the close of the next Annual General Meeting, the company's Board shall consist of eight members and no deputies.
Fees for Board members and auditors are proposed in accordance with the following:
- Board member not employed by the Company SEK 450,000
- Chairman of the Board of Directors SEK 1,350,000
- Deputy Chairman SEK 900,000
- Board member elected by the General Meeting who is a member of the Audit Committee SEK 125,000
- Chairman of the Audit Committee SEK 150,000
- Board member elected by the General Meeting who is a member of the Remuneration Committee SEK 75,000
- Chairman of the Remuneration Committee SEK 100,000
- Fees to Auditor as invoiced
For the period until the next Annual General Meeting, the Nomination Committee proposes that the Annual General Meeting reelect Board members Georg Ehrnrooth, Fredrik Lundberg, Egil Myklebust, Hanne de Mora, Anders Nyrén, Lars Pettersson and Clas Åke Hedström. Election of Simon Thompson as new member. Clas Åke Hedström is proposed as Board Chairman. Simon Thompson has held a number of senior posts within Anglo American plc and has wide experience in the global mining industry. He is Board Chairman of AngloGold Ashanti and United Company RUSAL. Sigrun Hjelmquist has declined reelection.
The Nomination Committee was unanimous that the Board, and not the Annual General Meeting, shall appoint the Vice Chairman.
The Nomination Committee proposes reelection of KPMG Bohlins AB as the audit firm to and including the 2011 Annual General Meeting, that is, for three years. It should be noted that KPMG Bohlins AB has advised us that they will appoint Authorized Public Accountant Caj Nackstad as senior auditor for the three-year mandate period.
In addition, the Nomination Committee proposes that the company shall have on the Nomination Committee one representative each from the four largest shareholders, based on number of votes, as well as the Board Chairman (convening). Moreover, the Nomination Committee may appoint an additional Board member as a co-opted member of the Nomination Committee. In forming the Nomination Committee, ownership based on information from VPC AB as of the last banking day in August 2008 shall decide which are the largest shareholders based on number of votes. The composition of the Nomination Committee shall be made public as soon as the members are appointed. The Nomination Committee Chairman shall be the member representing the largest shareholder based on total votes. The Nomination Committee's mandate period is until the next Nomination Committee is appointed.
The Nomination Committee shall formulate proposals for Annual General Meeting Chairman, the number of Board members, fee amounts for each of the Board members and the auditor, proposals for the Board members and Board Chairman, and propose the manner in which the Nomination Committee shall be appointed for the 2010 Annual General Meeting and its assignments.
In the cases in which members leave the Nomination Committee prior to the completion of its work, the Nomination Committee can, if it deems necessary, allow a replacement from the same shareholder.
In the case in which a shareholder who is represented in the Nomination Committee significantly reduces its shareholding in the company, such a member can resign and if the Nomination Committee considers it appropriate, a representative from the shareholder which, on the basis of size, is next in line can be permitted to become a member. If the shareholder relationship should otherwise change significantly before the Nomination Committee's tasks have been completed, the Nomination Committee can decide to authorize a change in the composition in the Nomination Committee in a manner that the Committee may deem appropriate.
The company shall be accountable for reasonable costs associated with the carrying out of the Nomination Committee's tasks. No fees shall be paid to the Nomination Committee.
Sandviken, March 2008
Sandvik Aktiebolag (publ)
Sandvik AB Nomination Committee