Changes of the Articles of Association
Proposal by the Board of Directors of Sandvik Aktiebolag for a resolution on changes of the Articles of Association
The Board of Directors proposes that the General Meeting resolve on changes of the Articles of Association with the purpose of, among other things, adapting the Articles of Association to the changes of the Swedish Companies Act that took effect on 1 November 2010 and 1 January 2011, in accordance with the following:
| Current wording | Proposed wording |
| § 7 | § 7 |
| No fewer than two and no more than three Auditors and the same number of Deputy Auditors shall be appointed at the Annual General Meeting. An Auditor, without a Deputy Auditor, may also be appointed at the Annual General Meeting if a registered audit company is appointed at the Annual General Meeting. | No fewer than two and no more than three Auditors and the same number of Deputy Auditors shall be appointed at the Annual General Meeting. An Auditor, without a Deputy Auditor, may also be appointed at the Annual General Meeting if a registered audit company is appointed at the Annual General Meeting. The appointment as Auditor shall be valid up to the close of the Annual General Meeting held during the fourth financial year after the election of the Auditor. |
| § 9 | § 9 |
| Notice of a General Meeting of the shareholders shall be given by announcement in Post- och Inrikes Tidningar ("the Swedish Official Gazette"), in Svenska Dagbladet and in a daily newspaper published in Sandviken or Gävle. Notice of an Annual General Meeting and notice of an Extraordinary General Meeting at which a proposal to amend the articles of association is to be considered shall be given no earlier than six weeks and no later than four weeks before the Meeting. Notice of any other Extraordinary General Meeting shall be given no earlier than six weeks and no later than two weeks before the Meeting. | Notice of a General Meeting of the shareholders shall be given by announcement in Post- och Inrikes Tidningar ("the Swedish Official Gazette") and on the Company's website. It shall be announced in Svenska Dagbladet and in a daily newspaper published in Sandviken or Gävle that notice has been published. |
| § 10 (first paragraph) | § 10 (first paragraph) |
| To be entitled to participate in a General Meeting of the Shareholders, a shareholder must (i) be listed on the print-out or other presentation of the entire shareholders' register showing the position five weekdays prior to the Meeting and (ii) notify the Company of his/her intention to participate not later than 3.00 pm on the date stipulated in the notice of the Meeting. This date may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday prior to the Meeting. | To be entitled to participate in a General Meeting of the Shareholders, a shareholder must (i) be listed on the print-out or other presentation of the entire shareholders' register showing the position five weekdays prior to the Meeting and (ii) notify the Company of his/her intention to participate not later than on the date stipulated in the notice of the Meeting. This date may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday prior to the Meeting. |
| § 11 (first sentence) | § 11 (first sentence) |
| The following matters shall be dealt with at the ordinary General Meeting | The following matters shall be dealt with at the Annual General Meeting |
This is a translation of the Swedish original. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
Sandviken in April 2011
Sandvik Aktiebolag (publ)
The Board Of Directors