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Instruction to the Nomination Committee

The Company is to have a Nomination Committee comprised of members appointed by 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 and other reliable shareholder information which has been provided to the Company at such time, 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 (I) have been organized as a group in the Euroclear system or (ii) have made public and notified the Company that they have made a written agreement to take - through the coordinated exercise of voting rights - a common long-term view on the management of the Company. 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 appointed by 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 new member appointed by the same shareholder may replace the leaving member, if deemed necessary by the Nomination Committee.

In the event that a shareholder that has appointed a member to the Nomination Committee significantly has reduced its holding of shares in the Company, the member in question may resign and, if deemed appropriate by the Nomination Committee, the shareholder next in line in terms of size may be provided an opportunity to appoint a new member. 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.

This instruction was adopted at the 2020 Annual General Meeting of Sandvik AB.

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