The nomination committee's proposal
The Nomination Committee proposes the following:
Item 2 Attorney Sven Unger as Chairman of the Meeting.
Eight Board members and no deputies.
Unchanged fees to the Board of Directors and Auditor:
- Board member not employed by the Company SEK 450,000
- Chairman of the Board of Directors SEK 1,350,000
- 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
Election of Lars Westerberg as new Board member and re-election of Board members Georg Ehrnrooth, Fredrik Lundberg, Hanne de Mora, Egil Myklebust, Anders Nyrén, Lars Pettersson and Simon Thompson. Anders Nyrén is proposed as Chairman of the Board of Directors. Clas Åke Hedström has announced that he wishes to step down from the Board of Directors after sixteen years, whereof eight years as Chairman and an overall of forty-five years in Sandvik's service in various senior management positions.
Lars Westerberg, born 1948, M.Sc. and MBA, has been CEO and President of Autoliv Inc. 1999-2007, of Gränges AB 1994-1999 and of ESAB 1991-1994. Before that Mr. Westerberg held various positions in ESAB and ASEA from 1972. Current board assignments: Chairman of the boards of Autoliv Inc., Husqvarna AB and Vattenfall AB, and member of the boards of SSAB AB and AB Volvo.
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 (convener). The Nomination Committee has, in addition, the possibility to call in one co-opted member to the Nomination Committee from the Board members if required. At the formation of the Nomination Committee, the shareholding in the Company, based on information from Euroclear Sweden AB on the last banking day of August 2010, 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 completed.
The Nomination Committee is to prepare proposals for the Chairman of the Meeting, the number of Board members, remuneration to each of the Board members and Auditor, the composition of the Board of Directors and Chairman of the Board of Directors, the number of auditors and election of auditors, and also regarding the appointment of a Nomination Committee for the Annual General Meeting 2012 and its assignment.
In the event that a member leaves the Nomination Committee prior to the work of the Committee being 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 in March 2010
Sandvik Aktiebolag (publ)
The Board of Directors