Proposal to the general meeting of shareholders in Sandvik AB on 2 May 2012

Unofficial translation

Sandvikens Jernverk, later Sandvik AB, has during its 150-year journey, first under K.F. Göransson's development of the Bessemer process and later Wilhelm Haglund who believed in the future of carbide and on this basis developed Sandvik into a modern, successful engineering company.

The original "mill" has over the years been refined and is in phase with the surrounding world's demands for a modern steel company in the selected niches and is also in the industry's top layer. The carbide industry has developed enormously and is now a world leader in its sector. Since 1947, rock drills and later successful cutting tools of carbide have dominated. In the industrialized world, Sandvik with its brand Coromant is a well-known concept. Also in the mining field Sandvik's carbide products with associated equipments are dominating.

As regards the future, Sandvik's management envisage to relocate the headquarter to Stockholm on the basis that the future market may develop towards the emerging countries China, India, Brazil, etc.

It is envisaged that carbide will be the future focus whereas the steel branch, which now employs at least 3000 people, may be phased out!!; this is however conditional on how the profitability develops. It is envisaged that future, currently entirely unknown, products will be added!

Under the management of Sandvik AB's new CEO Olof Faxander, an extensive restructuring is currently ongoing. Four business concepts are converted into five, all of which will have new names and partly new content in their respective product areas. There is an ongoing process of appointing new managers of these business areas and planning for the relocation of the headquarter to Stockholm, where also managers of various levels will be transferred.

This transformation of Sandvik seems foolish to me. It is also very strange that it is managed by a resource who is untested within the engineering area. What can a mining engineer, with only knowledge of materials, provide to and what value can be added to Sandvik of the experiences of closure and restructuring of mid-sized steel companies that Olof Faxander has gathered over five years.

Another, but not insignificant aspect, is what happens to a community, Sandviken, which is deprived of its top-executives. You get a We-Them company/community. Who wants to live in a depopulation community, which has been deprived of its most competent resources, its talents? What work performance do you get from those who are left?

Sandvik AB is a global group. Starting a seemingly foolish restructuring of the entire company in this colossus appears unreal. Ultimately, the Board is responsible. One has assigned the organization duo Olof Faxander – Anna Kap Soon Vikström authority far beyond what is reasonable considering the competence and experience. The ongoing activities are destructive, both in terms of relocation of the headquarter and the reorganization of Sandvik AB. If it goes on in this forced, surprising pace as is happening now, it will adversely affect the market. That it should be stopped should be obvious.

Therefore, I request that the general meeting resolves that

The Board of Directors puts a brake on the ongoing operations and revises what has been done so far

The Board of Directors questions whether Olof Faxander with his competence is fit for the assignment as CEO

The Board of Directors questions the passage in the Articles of Association under which the Head of Human Resources is entitled to, together with a Board member, CEO, sign on behalf of Sandvik AB

And with travesty of Wilhelm Haglunds' words applied to the current situation. He had problems with the (steel) sales: "We (Sandvik) can not afford that the Board (the sales) has to prove that it made a miscalculation."

Nils Bylund
Engineer at former Rock Tools
4/3 2012