Nomination Committee's proposals

The Nomination Committee proposes that the Annual General Meeting 2012 resolve on the following.

Chairman of the Meeting:

Attorney Sven Unger.

Number of Board members:

Eight Board members and no Deputies.

Fees to the Board of Directors:

Board member not employed by the Company SEK 525,000 
(previously SEK 500,000)
Chairman of the Board of Directors SEK 1,575,000 
(previously SEK 1,500,000)
Board member elected by the General Meeting who is a member of the Audit Committee SEK 150,000 
(unchanged)
Chairman of the Audit Committee SEK 175,000
(unchanged)
Board member elected by the General Meeting who is a member of the Remuneration Committee SEK 100,000 
(unchanged)
Chairman of the Remuneration Committee SEK 125,000 
(unchanged)

It is noted that the Annual General Meeting 2011 resolved that the fees to the auditor be paid continuously during the term of office in accordance with approved invoice. Therefore, no proposal for auditors' fees will be made to the General Meeting until the next election of auditors.

Board of Directors and Chairman of the Board:

Re-election of the Board members Olof Faxander, Johan Karlström, Fredrik Lundberg, Hanne de Mora, Anders Nyrén, Simon Thompson and Lars Westerberg. New election of Jürgen M Geissinger. Re-election of Anders Nyrén as the Chairman of the Board of Directors.

Egil Myklebust has declared that he is not available for re-election.

Jürgen M Geissinger, born 1959, holds a PhD in Mechanical Engineering. He is President and Chief Executive Officer of Schaeffler AG and Board member of INA-Holding Schaeffler KG and member of the Supervisory Board of MTU Aero Engines Holding AB and Continental AG.

Nomination Committee etc:

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, is to determine the largest shareholders in terms of votes. When determining which the four largest shareholders are in terms of votes a group of shareholders shall be considered as one owner if they have been organized as a group in the Euroclear system. 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, the composition of the Board of Directors and Chairman of the Board of Directors, where applicable, remuneration to the auditor and election of auditor, and, to the extent deemed necessary, proposal regarding amendments to this instruction.

In the event that a member leaves the Nomination Committee prior to the work of the Committee having been 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 has been completed, a change in the composition of the Nomination Committee may take place, in such way 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.

This instruction applies until the General Meeting resolves to adopt a new instruction.

Stockholm, February 2012

The Nomination Committee of Sandvik Aktiebolag